Exhibit 99.2
B Medical Systems Holding S.A. (in liquidation)
Consolidated interim accounts for the six months ended 30 June 2022
Op der Hei, 17
L-9809 Hosingen
Luxembourg
R.C.S. Luxembourg : B 94593
Share capital: EUR 31,000
Exhibit 99.2
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Consolidated profit and loss account for the six months ended 30 June 2022 (unaudited) | 3 |
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Notes to the consolidated interim accounts as at 30 June 2022 (unaudited) | 4 |
B Medical Systems Holding S.A. (in liquidation)
Consolidated balance sheet as at 30 June 2022 (unaudited)
| | | | | | | |
|
| Note(s) |
| 30 June 2022 |
| 31 December 2021 |
|
(in EUR thousands) | | | | | | | |
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Fixed assets | | | | | | | |
| | | | | | | |
Intangible assets | | 4 | | 16,094 | | 16,380 | |
- Costs of development | | | | 6,966 | | 8,662 | |
- Concessions, patents, licenses, trademarks and similar rights and assets | | | | 644 | | 755 | |
- Payments on accounts and intangible assets under development | | | | 8,484 | | 6,963 | |
| | | | | | | |
Tangible assets | | 5 | | 31,178 | | 30,551 | |
- Land and buildings | | | | 9,286 | | 7,092 | |
- Plant and machinery | | | | 11,637 | | 11,554 | |
- Other fixtures and fittings, tools and equipment | | | | 4,597 | | 7,551 | |
- Payments on account and tangible assets under development | | | | 5,658 | | 4,354 | |
| | | | | | | |
| | | | | | | |
Financial assets | | | | 4,040 | | 4,040 | |
Loans to affiliated undertakings | | 6 | | 4,040 | | 4,040 | |
| | | | | | | |
Current assets | | | | | | | |
| | | | | | | |
Stocks | | 7 | | 46,547 | | 37,935 | |
Raw materials and consumables | | | | 20,205 | | 18,745 | |
- Work in progress | | | | 69 | | 378 | |
- Finished goods and goods for resale | | | | 23,505 | | 17,973 | |
- Payments on account | | | | 2,768 | | 839 | |
| | | | | | | |
Debtors | | | | 20,239 | | 36,651 | |
Trade debtors | | | | | | | |
- becoming due and payable within one year | | 8 | | 15,037 | | 25,909 | |
Amounts owed by affiliated undertakings | | 9 | | | | | |
- becoming due and payable within one year | | | | 1,999 | | 1,918 | |
Other debtors | | | | | | | |
- becoming due and payable within one year | | | | 3,203 | | 8,824 | |
| | | | | | | |
Cash at bank and cash in hand | | | | 11,063 | | 8,204 | |
| | | | | | | |
Prepayments | | | | 1,867 | | 2,191 | |
| | | | | | | |
Total ASSETS | | | | 131,028 | | 135,952 | |
The accompanying notes form an integral part of the consolidated interim accounts.
1
B Medical Systems Holding S.A. (in liquidation)
Consolidated balance sheet as at 30 June 2022 (unaudited)
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| Note(s) |
| 30 June 2022 |
| 31 December 2021 |
|
(in EUR thousands) | | | | | | | |
| | | | | | | |
CAPITAL, RESERVES AND LIABILITIES | | | | | | | |
| | | | | | | |
Capital and reserves | | | | 23,701 | | 24,208 | |
| | | | | | | |
Subscribed capital | | 10, 11 | | 31 | | 31 | |
| | | | | | | |
Share premium account | | 11 | | 10,326 | | 10,326 | |
| | | | | | | |
Reserves | | 11 | | | | | |
- Other reserves | | | | 400 | | 400 | |
- Currency translation adjustment | | | | 363 | | 300 | |
- Consolidated reserves | | | | 7,996 | | (2,349) | |
| | | | | | | |
Consolidated profit/(loss) for the period | | 11 | | (270) | | 10,156 | |
| | | | | | | |
Capital investment subsidies | | 12 | | 4,855 | | 5,344 | |
| | | | | | | |
Provisions | | | | 3,678 | | 3,383 | |
| | | | | | | |
Other provisions | | 13 | | 3,678 | | 3,383 | |
| | | | | | | |
Creditors | | | | 103,649 | | 108,361 | |
| | | | | | | |
Amounts owed to credit institutions | | 14 | | | | | |
-becoming due and payable within one year | | | | 17,933 | | 15,420 | |
-becoming due and payable after more than one year | | | | — | | 2,883 | |
| | | | | | | |
Payments received on account of orders in so far as they are shown separately as deductions from stocks | | | | | | | |
- becoming due and payable within one year | | | | — | | 74 | |
Trade creditors | | | | | | | |
- becoming due and payable within one year | | | | 12,879 | | 16,508 | |
| | | | | | | |
Amounts owed to affiliated undertakings | | 15 | | | | | |
- becoming due and payable within one year | | | | 28,423 | | 28,662 | |
- becoming due and payable after more than one year | | | | 35,910 | | 35,910 | |
| | | | | | | |
Other creditors | | | | | | | |
- Tax authorities | | 16 | | 5,228 | | 4,886 | |
- Social security authorities | | | | 471 | | 573 | |
- Other creditors | | | | | | | |
- becoming due and payable within one year | | | | 2,805 | | 3,445 | |
| | | | | | | |
Total CAPITAL, RESERVES AND LIABILITIES | | | | 131,028 | | 135,952 | |
The accompanying notes form an integral part of the consolidated interim accounts.
2
B Medical Systems Holding S.A. (in liquidation)
Consolidated profit and loss for the six months ended 30 June 2022 (unaudited)
|
| Note(s) |
| 2022 |
|
(in EUR thousands) | | | | | |
| | | | | |
PROFIT AND LOSS ACCOUNT | | | | | |
| | | | | |
Net turnover | | 17 | | 46,065 | |
| | | | | |
Variation in stocks of finished goods and in work in progress | | | | 5,224 | |
Work performed by the undertaking for its own purposes and capitalised | | | | 1,875 | |
| | | | | |
Other operating income | | | | 465 | |
| | | | | |
Raw materials and consumables and other external expenses | | | | (36,492) | |
- Raw materials and consumables | | | | (23,849) | |
- Other external expenses | | 18 | | (12,643) | |
| | | | | |
Staff costs | | 19 | | (11,478) | |
- Wages and salaries | | | | (10,146) | |
- Social security costs | | | | | |
- relating to pensions | | | | (156) | |
- other social security costs | | | | (1,172) | |
- Other staff costs | | | | (4) | |
| | | | | |
Value adjustments | | | | (4,917) | |
- in respect of formation expenses and on tangible and intangible fixed assets | | 4, 5 | | (4,615) | |
- in respect of current assets | | 20 | | (302) | |
| | | | | |
Other operating expenses | | | | (69) | |
| | | | | |
Income from other investments and loans forming part of the fixed assets | | | | 80 | |
- derived from affiliated undertakings | | | | 80 | |
- other income not derived from affiliated undertakings | | | | — | |
| | | | | |
Interest payable and similar expenses | | | | (286) | |
- derived from affiliated undertakings | | 15 | | (178) | |
- other interest and similar expenses | | | | (108) | |
| | | | | |
Tax on profit or (loss) | | | | (678) | |
| | | | | |
Profit or (loss) after taxation | | | | (211) | |
| | | | | |
Other taxes | | | | (59) | |
| | | | | |
Consolidated profit/(loss) for the period | | | | (270) | |
- attributable to the Group | | | | (270) | |
The accompanying notes form an integral part of the consolidated interim accounts.
3
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022 (unaudited)
B Medical Systems Holding S.A. (in liquidation) (hereafter the “Company”) was incorporated on 3 July 2001, for an unlimited period under the name Erusiel S.à r.l. The Company changed its legal name to on 1st September 2015. The Company and its subsidiaries form the B Medical Group (the “Group”).
The registered office of the Company is established at 17, Op der Hei, L-9809 Hosingen, Luxembourg.
The Company’s financial year starts on 1 January and ends on 31 December of each year.
The main activity of the Group is to acquire, manufacture and sell technical apparatus, predominantly refrigerators and plastic products and to acquire and process the raw and auxiliary materials required for the manufacture of these products and equipment.
Note 2 - Consolidation Principles
2.1 | Consolidation criteria |
The consolidated interim accounts of the Company as at 30 June 2022 include its stand-alone accounts and those of all directly or indirectly owned subsidiaries. Subsidiaries are all entities over which the Company exercises control through direct or indirect shareholding of more than one half of the voting rights. Subsidiaries are consolidated using the full consolidation method from the date on which control is transferred to the Group. They are no longer consolidated from the date that control ceases. The figures in the profit and loss account for the acquired companies are reflected on a pro-rata based on their acquisition date in order to reflect only the result since the acquisition date. All intercompany-balances and intercompany transactions have been eliminated.
The accounts of the Group entities have been adjusted when necessary in order to comply with the Group's accounting policies.
Entities included in the scope of consolidation are listed below:
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| Share in |
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| | Issued | | | | Consolidation | |
Name | | capital (%) | | Country | | Method | |
| | | | | | | |
B Medical Systems S.à r.l. | | 100 | | Luxembourg | | Fully consolidated | |
B Medical Systems Holding S.A. (in liquidation) | | 100 | | Luxembourg | | Parent Company | |
B Medical Systems North America LLC (1) | | 100 | | USA | | Fully consolidated | |
B Medical Systems India Private Limited (2) | | 99.99 | | India | | Fully consolidated | |
(1)B Medical Systems North America LLC was formed pursuant to the Limited Liability Company Act of State of Delaware without issuance of shares.
(2)One share is jointly owned by B Medical Systems S.à r.l. and Deputy CEO Jesal Doshi (Director of B Medical Systems India Private Limited).
4
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 3 - Summary of significant accounting policies
3.1 | Basis of preparation |
The consolidated interim accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention and going concern assumption, which assumes the realisation of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As a departure from art. 29 (2) of the Law of 19 December 2002, figures for the preceding financial period in respect of profit and loss account are not presented in the interim financial information.
The decision to voluntarily put the Company into liquidation on 4 October 2022, as further described in note 25, has not impacted the basis of preparation of these consolidated interim accounts. The liquidation is only attributable to the Company, which at the liquidation date has transferred its sole subsidiary (the group B Medical), to another company, which continues to exist as of today.
Accounting policies and valuation rules are, besides the ones laid down by the Law of 19 December 2002, as amended, determined and applied by the Management.
The preparation of the consolidated interim accounts requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the consolidated interim accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the consolidated interim accounts therefore present the consolidated financial position and results fairly.
The Management makes estimates and assumptions that may affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
3.2 | Significant accounting policies |
The main valuation rules applied by the Group are the following:
3.2.1Intangible assets
Intangible assets are valued at purchase price including the expenses incidental thereto or at production cost, less cumulated depreciation, amounts written off and value adjustments. Where the Group considers that an intangible asset has suffered from a durable depreciation in value, an additional write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Costs of development
Costs of development are amortised on a straight-line basis over their estimated useful lives, which is 3 years.
Concessions, patents, licences, trademarks and similar rights and assets
All such items are amortised on a straight-line basis over their estimated useful lives, which is as follows:
Licences |
| 4 years |
|
Trademarks | | 10 years | |
Test products | | 3 years | |
5
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
3.2.1 | Intangible assets (cont.) |
Payments on account and intangible assets under development
Amounts related to the development of projects and other related expenses are included in the balance sheet when incurred. Development expenditures are capitalised when their future recoverability can be regarded as assured. The expenditure is transferred through "Work performed by the undertaking for its own purposes and capitalised" to assets in use and depreciation commences when the assets are put into operation.
3.2.2 | Tangible assets |
Tangible assets are valued at purchase price including the expenses incidental thereto or at production cost. Tangible assets are depreciated over their estimated useful economic lives.
The depreciation rates and methods applied are as follows:
|
| Rate of depreciation |
| Depreciation method |
|
| | | | | |
Buildings | | 4% - 10 | % | straight-line | |
Plant and machinery | | 10% - 25 | % | straight-line | |
Office fixtures and fittings, tools and equipment | | 10% - 33.33 | % | straight-line | |
Leased other fixtures and fittings, tools and equipment | | 33 | % | straight-line | |
Land is not depreciated.
Where the Group considers that a tangible asset has suffered from a durable depreciation in value, an additional write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Payments on accounts and tangible assets under development
Amounts related to leasehold improvement and other related expenses, are included in the balance sheet when incurred. The expenditure are transferred to assets in use and depreciation commences when the assets are put into operation.
3.2.3 | Financial assets |
Loans held as fixed assets are valued at nominal value including the expenses incidental thereto.
In case of a durable depreciation in value according to the opinion of the Management, value adjustments are made in respect of fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These values adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.4 | Stocks of raw materials and consumables |
Stocks of raw materials and consumables are valued at standard cost or purchase price or standard cost.
Value adjustments are recorded where the market value is lower than the purchase price or standard cost. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
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B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
3.2.5 | Work in progress |
Work in progress are valued at standard cost or production cost.
Value adjustments are recorded for as a deduction to standard cost or production cost to reflect the decrease in the value of stocks. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.6 | Stocks of finished goods and goods for resale |
Stocks of finished goods and goods for resale are valued at standard cost or production cost.
Value adjustments are recorded for as a deduction to standard cost or production cost to reflect the decrease in the value of stocks. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.7 | Stocks – Payments on account |
Payments on account represent advance payments on stock and are recorded at their nominal value. They are subject to value adjustments when their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.8 | Debtors |
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.9 | Prepayments |
This asset item includes expenditure incurred during the financial period but relating to a subsequent financial year.
3.2.10 | Capital investment subsidies |
Subsidies received from the Luxembourg government related to the financing of investments are recorded under “Capital and reserves” at their initial value. They are written off using the same method and over the same period as the assets to which they relate.
3.2.11 | Provisions |
Provisions are intended to cover losses or debts the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.
Provisions may also be created to cover charges which originate in the financial year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.
7
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
3.2.12 | Creditors |
Debts are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on a linear method.
3.2.13 | Net turnover |
The net turnover comprises the amounts derived from the sale of products and the provision of services falling within the Group’s ordinary activities, after deductions of sales rebates and of value added tax and other taxes directly linked to the turnover.
The net turnover includes revenue from lease operations. The revenue is recognized over the contract duration.
3.2.14 | Foreign currency translation |
The Company maintains its accounts in euros (EUR) and the consolidated interim accounts are expressed in this currency.
Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.
Long-term assets expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historic exchange rates.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historic exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. Solely the unrealised exchange losses are recorded in the profit and loss account. The realised exchange gains are recorded in the profit and loss account at the moment of their realisation.
Assets and liabilities of the accounts of foreign subsidiaries are converted at the exchange rate effective at the balance sheet date and the profit and loss statements of these companies are converted at the average exchange rate of the financial period.
Differences arising from the translation of opening shareholders’ equity in accordance with the year- end exchange rate are recorded in consolidated equity under “currency translation reserve” and do not impact the profit or loss account.
3.2.15 | Statement of Cash Flows |
The consolidated statement of cash flows has been prepared using the indirect method in which the net cash flow from operating activities is determined by adjusting profit or loss for the effects of changes in certain items in the consolidated balance sheet, non-cash items and items that relate to financing and investing cash flows.
8
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 4 - Intangible assets
The movements of the period are presented as follows:
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| |
| Concessions, |
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| | | | patents, | | | | | |
| | | | licenses, | | Payments on | | | |
| | | | trademarks | | account and | | | |
| | | | and | | intangible | | | |
| | Costs of | | similar rights | | assets under | | | |
In EUR thousands | | development | | and assets | | development | | Total | |
| | | | | | | | | |
Gross book value - Opening balance | | 21,800 | | 1,891 | | 6,963 | | 30,654 | |
| | | | | | | | | |
Additions for the period | | — | | 24 | | 1,878 | | 1,902 | |
| | | | | | | | | |
Transfers for the period | | 357 | | — | | (357) | | — | |
| | | | | | | | | |
Gross book value - Closing balance | | 22,157 | | 1,915 | | 8,484 | | 32,556 | |
| | | | | | | | | |
Accumulated value adjustments -Opening balance | | (13,138) | | (1,136) | | — | | (14,274) | |
| | | | | | | | | |
Amortizations for the period | | (2,053) | | (135) | | — | | (2,188) | |
| | | | | | | | | |
Accumulated value adjustments - Closing balance | | (15,191) | | (1,271) | | — | | (16,462) | |
| | | | | | | | | |
Net book value - Closing balance | | 6,966 | | 644 | | 8,484 | | 16,094 | |
Net book value - Opening balance | | 8,662 | | 755 | | 6,963 | | 16,380 | |
Additions for the period mainly relate to development projects in relation to new products to be launched in the coming months.
9
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 5 - Tangible assets
The movements of the period are as follows:
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| Payments on |
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| | | | | | | | accounts and | | | |
| | | | | | Othe | | tangible | | | |
| | | | | | and fittings, | | fixed assets | | | |
| | Land and | | Plant and | | fixtures tools and | | in the course of | | | |
| | buildings | | machinery | | equipment | | construction | | Total | |
In EUR thousands | | | | | | | | | | | |
| | | | | | | | | | | |
Gross book value -Opening balance | | 13,328 | | 20,229 | | 14,712 | | 7,551 | | 55,820 | |
Additions for the period | | 717 | | 388 | | 1,168 | | 854 | | 3,127 | |
Disposals for the period | | — | | (66) | | (518) | | — | | (584) | |
Transfers for the period | | 1,816 | | 931 | | — | | (2,747) | | — | |
Gross book value -Closing balance | | 15,861 | | 21,482 | | 15,362 | | 5,658 | | 58,363 | |
| | | | | | | | | | | |
Depreciation - Opening balance | | (6,236) | | (8,675) | | (10,358) | | — | | (25,269) | |
Depreciations for the period | | (339) | | (1,236) | | (852) | | — | | (2,427) | |
Reversals for the period | | — | | 66 | | 445 | | — | | 511 | |
Depreciation - Closing balance | | (6,575) | | (9,845) | | (10,765) | | — | | (27,185) | |
| | | | | | | | | | | |
Net book value - Closing balance | | 9,286 | | 11,637 | | 4,597 | | 5,658 | | 31,178 | |
Net book value -Opening balance | | 7,092 | | 11,554 | | 4,354 | | 7,551 | | 30,551 | |
Additions for the period mainly relate to capacity expansion of warehouse space.
10
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 6 - Loans to affiliated undertakings
On 28 June 2016, the Company granted a loan to Asclepius Holding Limited for an amount of EUR 4,039,860 with an effective date on 19 February 2016. This loan matured on 19 February 2019 and bore a fixed interest of 4%. The maturity of this loan was extended to 19 February 2023.
As at 30 June 2022, this loan amounts to EUR 4,039,860 (31 December 2021: EUR 4,039,860) and accrued interest amounts to EUR 1,028,067 (31 December 2021: EUR 947,933) and the total interest income of the period amounts to EUR 80,133.
Note 7 - Stocks
As at 30 June 2022, stocks mainly comprise finished products such as refrigerators, freezers, vaccine storage units and raw material and consumables required for the manufacture of cold chain equipment and medical devices.
Note 8 – Trade debtors
As at 30 June 2022, trade debtors are composed of:
In EUR thousands |
| 30 June 2022 |
| 31 December 2021 |
|
| | | | | |
Trade debtors | | 15,161 | | 26,012 | |
Value adjustment for doubtful debtors | | (124) | | (103) | |
| | | | | |
| | 15,037 | | 25,909 | |
Note 9 - Amounts owed by affiliated undertakings
As at 30 June 2022, the amounts owed by affiliated undertakings becoming due and payable within one year are as follows:
In EUR thousands |
| 30 June 2022 |
| 31 December 2021 |
|
| | | | | |
Receivable from Asclepius Holding Limited | | 1,909 | | 1,829 | |
Overpayment following the MRPS repurchase | | 90 | | 89 | |
| | 1,999 | | 1,918 | |
Note 10 - Subscribed capital
The subscribed capital, as at 30 June 2022, amounts to EUR 31,000 divided into 30,000 ordinary shares fully paid up without nominal value.
11
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 11 - Movements for the period on the reserves and profit/loss items
The movements for the period are as follows:
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| Consolidated |
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| | | | Share | | | | Currency | | | | profit/ (loss) | |
| | Subscribed | | premium | | Other | | translation | | Consolidated | | for the | |
| | capital | | account | | reserves | | reserves | | reserves | | period | |
In EUR thousands | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
As at 31 December 2021 | | 31 | | 10,326 | | 400 | | 300 | | (2,349) | | 10,156 | |
Movements for the period: | | | | | | | | | | | | | |
Allocation of previous year’s profit or loss | | — | | — | | — | | 65 | | 10,091 | | (10,156) | |
| | | | | | | | | | | | | |
Other movements | | | | | | | | (2) | | 254 | | — | |
| | | | | | | | | | | | | |
Profit or loss for the period | | — | | — | | — | | — | | — | | (270) | |
| | | | | | | | | | | | | |
As at 30 June 2022 | | 31 | | 10,326 | | 400 | | 363 | | 7,996 | | (270) | |
Other reserves amount to EUR 400 thousand and comprise a reserve constituted for Luxembourg net wealth tax and legal reserve.
12
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 12 - Capital investment subsidies
The capital investment subsidies recognized in capital and reserves are related to the following assets:
| | | | | | | | ||
In EUR thousands | | | | | | | | |
|
|
| Gross book |
| Depreciation |
| Net book |
| Net book | |
| | value 2022 | | 2022 | | value 2022 | | value 2021 | |
| | | | | | | | | |
| | (EUR) | | (EUR) | | (EUR) | | (EUR) | |
| | | | | | | | | |
Land and buildings | | 1,018 | | (20) | | 987 | | 1,008 | |
Other fixtures and fittings, tools and equipment | | 4,685 | | (468) | | 3,868 | | 4,336 | |
| | | | | | | | | |
Total | | 5,703 | | (488) | | 4,855 | | 5,344 | |
The payment of the Capital investment subsidies amounting to EUR 5,702,647 has been received on 18 February 2022.
Note 13 - Provisions for liabilities and charges
Other provisions are composed by warranties and provisions for telecommunication for worldwide products of EUR 3,678,267 (31 December 2021: EUR 3,383,000).
Note 14 – Amounts owed to credit institutions
Amounts owed to credit institutions are composed by:
● | a loan agreement contracted during the year 2021 for an amount of EUR 4,000,000 granted by Société Nationale de Crédit et d’Investissement. This loan matures on 31 December 2026 and bears a fixed interest of 1,625%. As at 30 June 2022, the loan amounts to EUR 3,243,600. The accrued interest amounts to nil and the total interest charge of the 6 months ended 30 June 2022 amounts to EUR 28,705. |
● | credit facilities contracted with HSBC Bank PLC and Banque Internationale à Luxembourg (“BIL”) amounting to EUR 14,689,491 (31 December 2021: EUR 14,699,363). |
13
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 15 - Amounts owed to affiliated undertakings
Amounts owed to affiliated undertakings are mainly composed by:
● | a loan agreement contracted on 19 February 2016 for an amount of EUR 35,909,866 granted by Asclepius Holdings Ltd. This loan matures on 19 February 2026 and bears a fixed interest of 1% plus a variable. As at 30 June 2022, accrued interest amounts to EUR 28,422,754 (31 December 2021: EUR 28,660,069.95) and the total interest charge for the six months ended 30 June 2022 amounts to EUR 178,074. |
Note 16 - Provisions for taxation
The Group is subject to tax in the countries listed in the Note 2. The income tax provision is computed by applying the applicable tax rates to the results of the operations, taking into account permanent differences between pre-taxable results for accounting purposes and those for tax purposes.
B Medical Systems Holding S.A. (in liquidation) and B Medical Systems S.à r.l. formed a fiscal unity until December 31st 2021. The corporate income tax and the municipal business tax liabilities on income are recorded in the accounts of the parent company B Medical Systems Holding S.A. (in liquidation), the expense is allocated to the profit generating company.
Note 17- Net turnover
The net turnover is broken down by geographical markets as follows:
In EUR thousands |
| 30 June 2022 |
|
| | | |
Geographical markets: | | | |
| | | |
Africa | | 31,076 | |
Americas | | 3,525 | |
Asia | | 3,999 | |
Europe | | 3,515 | |
Middle East – North Africa (MENA) | | 3,950 | |
| | | |
Total | | 46,065 | |
| | | |
Category of activity: | | | |
| | | |
Medical | | 46,065 | |
| | | |
Total | | 46,065 | |
14
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 18 - Other external expenses
In the six months period ended 30 June 2022, other external expenses amounted to EUR 12,643,251 and mainly relate to general and administration services fees.
Note 19 - Staff
The Group employed an average of 341 persons during the six months ended 30 June 2022 broken down by category as follows:
| |||
|
| 30 June 2022 |
|
Employees | | 187 | |
Workers | | 154 | |
| | | |
Total | | 341 | |
Note 20 - Value adjustments on current assets
During the period, value adjustments on current assets amounting to EUR 302 thousand were recorded and are made up as follows:
In EUR thousands |
| 30 June 2022 |
|
Value adjustments on inventories | | (284) | |
Value adjustments on trade receivables | | (20) | |
Value adjustment on other receivables | | 2 | |
| | | |
Total | | (302) | |
Note 21 - Advances and loans granted to the members of the administrative, managerial and supervisory bodies
In 2019 and 2020, one affiliated undertaking granted loans to two senior members of the Management of the Company. The loans have a short-term maturity and bear interest.
Note 22 - Emoluments granted to the members of the administrative, managerial and supervisory bodies and commitments in respect of retirement pensions for former members of those bodies
No emoluments were granted during the financial period ended 30 June 2022 to the members of the administrative managerial and supervisory bodies in that capacity.
Note 23 - Auditor’s fees
The total fees expensed by the Group for the six months ended 30 June 2022 to the auditor amounted to EUR 80,250.
15
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 24 - Off balance sheet commitments
The financial commitments as at June 30 2022 and December 31 2021 are as follows:
In EUR thousands |
| 2022 |
| 2021 |
|
| | | | | |
Commitment Received | | | | | |
Bank guarantees | | 3 | | 101 | |
| | | | | |
Commitment Given | | | | | |
Luxembourg Leasing | | 471 | | 462 | |
Luxembourg warehouse agreement | | 1,588 | | 1,832 | |
India Leasing | | 3,648 | | 3,493 | |
US warehouse lease | | 78 | | 98 | |
Note 25 - Subsequent events
Since February 2022, a number of countries (including amongst others the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Lugansk People Republic by the Russian Federation.
The situation, together with growing turmoil from fluctuations in commodity prices and foreign exchange rates, and the impact to global economies, has driven a sharp increase in volatility across markets. The Liquidator of the Company regard these events for the Group as non-adjusting events after the reporting period.
Although neither the Group’s performance and going concern nor operations, at the date of the approval of these accounts, have been significantly impacted by the above, Management continues to monitor the evolving situation and its impact on the financial position and operations of the Group and has evaluated subsequent events until the date the accounts were available to be issued, and concluded no additional disclosures are required.
On 3 October 2022, Azenta, Inc. and its affiliates (“Azenta”) acquired B Medical Systems S.à r.l. and its subsidiaries (“B Medical”). Azenta is a leading provider of life sciences solutions worldwide. Azenta paid a total initial cash purchase price at closing of EUR 389 million, as adjusted for cash acquired and other items, as well as the payment of EUR 43 million of outstanding debt held at B Medical and its parent entities. B Medical is eligible to earn up to approximately EUR 50 million in contingent consideration based upon achievement of certain financial metrics.
Both the HSBC / BIL and SNCI loans were repaid in full in September 2022.
Following this transaction, it has been decided to voluntarily put the Company into liquidation during the Extraordinary Meeting of the Sole Shareholder of the Company held on 4 October 2022, as its sole investment has been transferred to Azenta. Asclepius Holding Ltd. has been appointed as Liquidator of the Company.
16
B Medical Systems Holding S.A. (in liquidation)
Notes to the consolidated interim accounts as at 30 June 2022
Note 26 - Consolidated statement of cash flows for the six months ended 30 June 2022 (unaudited)
| |||
(in EUR thousands) |
| |
|
| | | |
STATEMENT OF CASHFLOWS | | | |
Profit/(loss) | | (270) | |
Interest Expense/ (Interest Income) | | 206 | |
Other Non-Cash Adjustment | | | |
Depreciation/Amortization | | 4,615 | |
Income Taxes Accrued/(Credit) | | 736 | |
Other Non-Cash Items | | 302 | |
Changes in Operating Assets & Liabilities | | (1,890) | |
Income Taxes Paid | | (428) | |
Cash Flows from Operating Activities | | 3,271 | |
| | | |
Acquisitions of Tangible and Intangible Assets, net of disposals | | (4,956) | |
Cash Flows from Investing Activities | | (4,956) | |
| | | |
Interest Paid | | (788) | |
Repayment of amounts owed to credit institutions | | (370) | |
Grants received from Government | | 5,702 | |
Cash Flows from Financing Activities | | 4,544 | |
| | | |
Net Cash Flows | | 2,859 | |
| | | |
Beginning Cash | | 8,204 | |
Ending Cash | | 11,063 | |
17