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EPIRUS: Consolidated Statements Of Income And Comprehensive Income

The following excerpt is from the company's SEC filing.

Consolidated Statements of Changes in Stockholders Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Report of Independent Auditors

The Supervisory Board and Shareholders of Bioceros Holding B.V.

We have audited the accompanying consolidated financial statements of Bioceros Holding B.V., Utrecht, the Netherlands, which comprise the consolidated balance sheet as of December 31, 2014, and the related consolidated statements of income and comprehensive income, changes in stockholders equity and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bioceros Holding B.V., Utrecht, the Netherlands, at December 31, 2014, and the consolidated result of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young Accountants LLP


Consolidated Balance Sheets

(in thousands of USD, except share and per share amounts)

June 30,



Current assets

Cash and cash equivalents

Trade receivables(net of allowance for bad debts of USD 0 and USD 0)

Other receivables

Prepaid expenses

Related party loan receivable

Deferred tax assets

Total current assets

Non-current assets

Machinery and equipment, net

Total non-current assets

Total assets

Liabilities and stockholders equity

Current liabilities

Accounts payable

Accrued expenses

Deferred revenue

Other current liabilities

Total current liabilities

Non-current liabilities

Total noncurrent liabilities

Total liabilities

Commitments and contingencies

Stockholders equity

Preferred stock, 0.10 par value (USD 0.13); Authorized 2,300,000 shares; Issued and outstanding 479,715 shares at December 31, 2014 and June 30, 2015; ; (liquidation preference USD 1,183 at June 30, 2015 and USD 1,305 at December 31, 2014)

Common stock, 0.10 par value (USD 0.13); Authorized 3,000,000 shares; Issued and outstanding 767,634 shares at December 31, 2014 and June 30, 2015

Additional paid-in capital

Other comprehensive loss

Accumulated deficit


Total stockholders equity

Total liabilities and stockholders equity

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Income and Comprehensive Income

(in thousands of USD)

For the Six Months Ended,

June 30,

For the Year


Revenues from third parties

Revenues from EPIRUS

Total revenues

Cost of sales

Gross profit

Operating expenses:

Research and development

General and administrative

Total operating expenses

Operating income

Other income:

Interest income

Total other income

Income before income taxes

Income tax benefit (expense)

Net income

Other comprehensive loss, net of tax:

Foreign currency translation adjustment

Comprehensive income

Consolidated Statements of Changes in Stockholders Equity

(in thousands of USD, except share amounts)

Preferred stock

Common stock

Additional paid





in capital



Balance at December 31, 2013



Net income

Balance at December 31, 2014

Balance at June 30, 2015 (Unaudited)

Consolidated Statements of Cash Flows

(in thousands of USD)

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Non-cash tax expense (income)

Changes in operating assets and liabilities:

Trade Receivables

Other Receivables

Accrued expenses and other current liabilities

Net cash provided in operating activities

Cash flows from investing activities:

Purchases of machinery and equipment

Proceeds from the sale of machinery and equipment

Net cash used in investing activities

Cash flows from financing activities:

Dividends paid

Net cash used in financing activities

Effect of exchange rate changes

Net increase in cash and cash equivalents

Cash and cash equivalentsBeginning of period

Cash and cash equivalentsEnd of period

Supplemental disclosure of cash flow information

Cash paid for income taxes

Notes to the Consolidated Financial Statements

1. Organization


Bioceros Holding B.V. (the Company), is a biopharmaceutical company incorporated in the Netherlands on May 1, 2003 which is engaged in medical research, as a service-for-fee activity for third parties or for its own risk and benefit, related to the research and development of drugs and other products for therapeutic or prophylactic use in humans, both in the Netherlands and abroad.

On September 9, 2015 the Company was acquired by EPIRUS Biopharmaceuticals, Inc (EPIRUS), for an aggregate purchase price of USD 14,623. EPIRUS is a global biopharmaceutical company focused on building a pure-play, sustainable, profitable and global biosimilar business. Upon completion of the sale, the Company became a wholly owned subsidiary of EPIRUS.

2. Summary of Significant Accounting Policies

Basis of presentation and principles of consolidation

The consolidated financial statements include the accounts of

Bioceros Holding B.V. and its wholly owned subsidiaries: Bioceros B.V., Bioceros Molecular Biology B.V., Bioceros Antibody Development B.V., Bioceros CLD B.V. and Bioceros PD B.V., all of which are incorporated in Utrecht, The Netherlands. All significant intergroup balances...