Annual / Quarterly Financial Statement • Feb 22, 2012
Annual / Quarterly Financial Statement
Open in ViewerOpens in native device viewer
Corporate identity number 556707-5048
Karolinska Development publishes today its year-end report for the period 1 January – 31 December 2011 and an interim report for the fourth quarter of 2011.
In connection with Karolinska Development's successful initial public offering on NASDAQ OMX Stockholm in April we completed a new share issue that significantly strengthened our financial position. As of the year-end the Group had liquid assets of SEK 620m. This will enable Karolinska Development to continue to invest in innovations which we believe can meet future medical needs and generate a good return. We recently invested in two totally new companies. One is GliGene, a research company whose goal is to develop targeted cancer therapies based on a discovery by Professor Rune Toftgård at Karolinska Institutet. The other is Oss-Q, which was founded by researchers at Uppsala University and Karolinska University Hospital and which is developing pioneering implants for bone healing with a focus on skull surgery.
During the year, Axelar concluded a Phase I/II clinical study with the drug candidate AXL1717 where all the primary end points were met. As planned, before the year-end it also recruited the first patient for a Phase II study that will include a total of 140 lung cancer patients. In addition, Dilaforette initiated a Phase I/II study with Sevuparin for treatment of severe malaria. Several important clinical milestones have been reached after the end of the reporting period. Akinion initiated a Phase I/II clinical study with AKN-028 in patients with Acute Myeloid Leukemia, while Pergamum recruited the final patient in a Phase II trial of PXL01 for prevention of postsurgical adhesions and initiated a Phase II study with DPK-060 in outer ear infections.
In order to reach our investment goals, we must evaluate our portfolio continuously and reset priorities. This sometimes means discontinuing investments in projects that do not meet established targets. Accordingly, in 2011 we needed to wind up the three preclinical companies Avaris, IMED and Eribis, and the associated write-downs negatively contributed to the year's result. During the year we have worked intensely with business development in our companies, and our portfolio is much stronger today than it was at the beginning of the year. Our goal is that this work will bear fruit this year.
Torbjörn Bjerke Chief Executive Officer
Group
| 2011 | 2010 | 2011 | 2010 | |
|---|---|---|---|---|
| Amounts in SEKm | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Revenue | 3.4 | 2.4 | 10.5 | 13.9 |
| Profit/loss after tax | -114.4 | -219.7 | -385.7 | -334.6 |
| Earnings per share before and after dilution (SEK) | -2.16 | -6.50 | -8.07 | -9.79 |
| Cash flow | 56.0 | -286.7 | ||
| Cash and cash equivalents | 163.3 | 107.3 | ||
| Short-term investments | 457.2 | 136.6 | ||
| Net asset value per share (SEK) (Note 8) | 44.7 | 53.51 | ||
| Share price at closing 30 Dec 2011 (SEK) | 24.0 | - | ||
| Proposed dividend per share (SEK) | 0.0 | 0.0 | ||
| Portfolio information | ||||
| Investments in portfolio companies* (Note 11) | 59.7 | 49.1 | 297.6 | 193.1 |
| Of which investments not affecting cash flow (Note 11) | 8.4 | - | 94.9 | - |
| Valuation of total portfolio holdings (Note 2) | 1,546.9 | 1,454.7 |
* Portfolio companies comprise subsidiaries, joint ventures, associated companies and other long-term securities holdings
Axelar AB announced that the first patient has been dosed in a randomized Phase II study on non-small cell lung cancer (NSCLC) patients of its drug candidate AXL1717. A total of 140 patients with squamous cell carcinoma or adenocarcinoma of the lung will be included in the study, which will investigate the clinical efficacy of continuous dosing of AXL1717. NSCLC is the most common form of lung cancer, with 420,000 new patients diagnosed in the industrial countries every year. Treatment with standard cytotoxic chemotherapy is unsatisfactory and provides only short term control of the disease.
Aprea AB announced that the first patient has been dosed in a Phase I/II clinical study of APR-246. The primary aim of the study is to evaluate safety and pharmacokinetics, but also to make an early assessment of efficacy. The study is being carried out at five clinics in Sweden under the supervision of Dr. Sören Lehmann and comprises 10 patients with Acute Myeloid Leukemia (AML) and Chronic Lymphocytic Leukemia (CLL) who are refractory to standard treatment. The study is expected to be complete during the first half of 2012.
Pergamum announced that the first patient has been dosed in a randomized Phase II study of DPK-060 for the treatment of patients with external otitis (swimmer's ear). Every year more than 10 million people worldwide seek treatment for infections in the outer ear. There is a significant medical need to avoid the rapidly increasing global prevalence of antibiotics resistance, which limits the therapeutic value of conventional products. Pergamum's Phase II study is a double-blind, randomized, placebo-controlled, multicenter trial in patients with acute external otitis. The trial is expected to enroll approximately 70 patients.
Akinion Pharmaceuticals announced that the first patient has been dosed with AKN-028 in a Phase I/II clinical trial in acute myeloid leukemia (AML). The Phase I/II trial with AKN-028 is a two-part international multi-center study. AKN-028 is a targeted oral small molecule FLT3 and cKIT kinase inhibitor with a unique differentiating efficacy against leukemic cells resistant to current therapies.
Pergamum announced that the final patient has been dosed in a randomized Phase II trial of PXL01 for prevention of post-surgical adhesions. In total, 138 patients undergoing hand surgery have been included in Pergamum's placebo controlled, multi-center trial in Sweden, Denmark and Germany. Many patients undergoing hand surgery suffer from debilitating scar formation, which reduces their range of motion and complicates daily activities.
Karolinska Development formed the wholly owned subsidiary KDev Oncology with the aim of improving focus and efficiency in this important therapeutic area. The formation of KDev Oncology enables Karolinska Development and its co-investors to accumulate projects within a specific therapeutic area to obtain synergies and critical mass. The goal of KDev Oncology, which started with Akinion Pharmaceuticals and the new portfolio company GliGene, is to invest in another four to five new oncology companies. GliGene is focused on the discovery of new antagonists to the Hedgehog pathway to develop targeted cancer therapies. The investment in GliGene sis divided into two tranches, the first of which was paid during the fourth quarter 2011. The second investment will be made in 2012 if the company reaches established milestones.
Oss-Q is developing a novel implant technology and related bioceramic innovations, based on research at Karolinska University Hospital and Uppsala University. The vision of Oss-Q is to convert the technology into differentiating products for bone repair and to build a niche company in orthopedics, with its own sales starting with skull surgery. The market for biomaterials products in orthopedics was worth more than EUR 1.25b in 2011. The SEK 9m share issue was finalized in February 2012, Karolinska Development's investment was made during the fourth quarter 2011. Aside from Karolinska Development, Almi Invest and Uppsala Universitets Utveckling AB also participated.
Gunnar Casserstedt, 62, has announced that he will step down from operational duties in 2012. Robin Wright, who has been leading the business development activity for several months as a consultant, will take over as Chief Financial Officer in connection with the company's Annual General Meeting, and will have responsibility for both the finance department and business development.
Axelar initiates a Phase II study with AXL1717 for treatment of non-small cell lung cancer Aprea announces continuation of clinical Phase I/II study of APR-246 in patients with leukemia Axelar reports good safety profile of AXL1717 in Phase I/II clinical study in cancer patients Dilaforette initiates Phase I/II study with Sevuparin for treatment of severe malaria Axelar reports completion of Phase I/II safety study with AXL1717 in cancer patients Axelar reports positive interim results in Phase I/II study Aprea reports completion of Phase I/II clinical safety trial with APR-246 in cancer patients Pergamum extends Phase II study for prevention of post-surgical adhesions Two innovations in Karolinska Development's portfolio selected in an international innovation initiative
Torbjörn Bjerke assumed the position as CEO of Karolinska Development Terje Kalland was appointed as CSO of Karolinska Development Benjamin Nordin was appointed as IRO of Karolinska Development Michael Sundström was named Vice President Discovery Research for Karolinska Development and CEO of Actar
Karolinska Development receives SEK 608m through new share issue and is listed on NASDAQ OMX Stockholm Pergamum implements offset issue worth SEK 120m Axelar secures financing for upcoming Phase II program in lung cancer Karolinska Development invests in BioChromix Umecrine Mood receives financing for continued clinical development and strengthens its board
At the publishing of this report, Karolinska Development's portfolio consisted of 36 projects at various stages. Of the pharmaceutical projects, 14 were in clinical trials.
| PHARMACEUTICALS | Ownership ** |
Concept development |
Lead discovery |
Lead optimization |
Preclinical development |
Phase I | Phase II | Phase III | Launch |
|---|---|---|---|---|---|---|---|---|---|
| ONCOLOGY | |||||||||
| Axelar AB | 40% | ||||||||
| KDev Oncology AB (AKN-028) | 88% | ||||||||
| Aprea AB | 40% | ||||||||
| Oncopeptides AB | 43% | ||||||||
| KDev Oncology AB (GliGene) | 9% | ||||||||
| DERMATOLOGY AND WOUND HEALING | |||||||||
| Pergamum AB (DPK-060, atopic dermatitis) | 62% | ||||||||
| Pergamum AB (DPK-060, external otitis) | 62% | ||||||||
| Pergamum AB (PXL01) | 62% | ||||||||
| Pergamum AB (LL-37) | 62% | ||||||||
| WOMEN'S HEALTH | |||||||||
| Dilafor AB | 55% | ||||||||
| Umecrine Mood AB | 38% | ||||||||
| Pharmanest AB | 52% | ||||||||
| INFECTIOUS DISEASE | |||||||||
| Dilaforette AB | 58% | ||||||||
| Biosergen AS | 60% | ||||||||
| CARDIOVASCULAR | |||||||||
| Athera Biotechnologies AB (Annexin A5) | 59% | ||||||||
| Athera Biotechnologies AB (PC-mAb) | 59% | ||||||||
| CNS | |||||||||
| BioChromix Pharma AB | 66% | ||||||||
| Umecrine Cognition AB | 49% | ||||||||
| INFLAMMATION | |||||||||
| NovaSAID AB | 89% | ||||||||
| ProNoxis AB | 20% | ||||||||
| OPHTHALMOLOGY | |||||||||
| Clanotech AB | 87% | ||||||||
*Indirect ownership through Pergamum AB Solid colored area = completed phase
**Ownership as per December 31, 2011, indirect ownership through KCIF Co-Investment Fund is not included Shaded colored area = ongoing phase
Consolidated revenue for the full-year 2011 amounted to SEK 10.5m, compared with SEK 13.9m in the same period in 2010, which was primarily due to a decrease in services sold to portfolio companies.
The Group's operating loss for the full-year amounted to SEK -400.7m (-345.3), a change of SEK -55.4m compared with the previous year. The increased loss was mainly due to the portion of the change in fair value affecting income, which amounted to SEK -243.8m (-225.8) in 2011. As indicated in Note 2, the value of companies reported as subsidiaries appreciated with SEK 67.8m (-7.0) during the year. The change in fair value of subsidiaries is not recognized in the consolidated income statement and balance sheet, since the subsidiaries are consolidated and therefore are not measured at fair value. The recognized change in fair value due to discontinued projects in the portfolio companies Avaris AB, IMED AB, Eribis AB, HBV Theranostica AB, Omnio Healer AB and BioResonator affected the result by SEK -120.3m (-37.1). Other changes in fair value in portfolio companies which are not subsidiaries amounted to SEK -123.5m (-188.7). The Group´s income and other costs amounted to SEK – 161.9m (-113.5). The result was adversely affected by increased operating expenses in subsidiaries, the consolidation of the former associated company Axelar AB as a subsidiary as of the second quarter, and listing costs in the Parent Company.
The Group´s result before taxes amounted to SEK -405.7m (-339.3).
The Group's operating loss for the fourth quarter amounted to SEK -123.3m (-221.8). During the fourth quarter BioResonator AB was written down by SEK 2.5m. Moreover, a distribution of SEK 3.0m was received in connection with the liquidation of the companies OncoReg AB and Independent Pharmaceutica AB and SEK 3.2m was received from the sale of IMED AB.
The Group's investments for the full-year 2011 amounted to SEK 213.9m (144.6), of which investments in portfolio companies affecting cash flow amounted to SEK 119.0m (Note 11).
During the fourth quarter, the largest investment SEK 12.2m was made in Pergamum AB.
The Group's equity to total assets ratio was 93 percent (97) on 31 December 2011 and equity amounted to SEK 2,173.9m (1,717.2). The decrease in the equity to total assets ratio was largely due to the increase in total assets.
Cash, cash equivalents and short-term investments amounted to SEK 620.5m on 31 December 2011, an increase of SEK 376.7m since the beginning of the year. The increase was due to the new share issue in April, which provided the Group with proceeds of SEK 563.1m after deducting issue costs.
Total assets amounted to SEK 2,345.9m (1,773.6) on 31 December 2011.
*Comparable figures refer to 31 December 2010
Parent Company revenue decreased for the full-year to SEK 2.5m (11.0). The decrease was primarily due to lower sales of services to KCIF Fund Management AB, which in turn sells services to KCIF Co–Investment Fund KB.
The Parent Company's operating loss for the full-year amounted to SEK -181.6m (-117.4), a change of SEK -64.2m compared with 2010. The increased loss was mainly due to write-downs of portfolio companies, listing costs and increased personnel costs. During the year the following portfolio companies were written down: Avaris AB by SEK-53.7m, IMED AB by SEK -45.3m, Eribis by SEK -13.5m, Actar AB by SEK -3.2m, Limone AB by SEK -2.7m, BioResonator by SEK -2.5m and HBV Theranostica AB by SEK -2.4m. The share of the loss reported by KCIF Co-Investment Fund KB resulted in a charge of SEK 2.7m during the period. Total impairment losses and shares of profits and losses amounted to SEK -126.0m during the year.
The loss after taxes for the year was SEK -187.7m (-111.3).
During the fourth quarter Actar AB, Limone AB and BioResonator were written down by a total of SEK -8.0m. A distribution of SEK 3.0m was received in connection with the liquidation of the companies OncoReg AB and Independent Pharmaceutica AB and SEK 3.2m was received from the sale of IMED AB. The operating loss for the fourth quarter amounted to SEK -17.5m (-22.1).
The Parent Company invested a total of SEK 83.7m (48.4) in subsidiaries for the full-year. The largest investments (SEKm) were in Akinion Pharmaceuticals AB at SEK 30.0m, Axelar AB at SEK 20.0m, and NovaSAID AB at SEK 12.0m.
The Parent Company invested SEK 210.0m (135.3) in associated companies and joint ventures. The largest investments (SEKm) were in Pergamum AB at SEK 108.1 (where loans of SEK 77.6m have been converted), Aprea AB at SEK 12.5m, BioChromix Pharma AB at SEK 10.0 and Dilafor AB at SEK 9.0m.
The Parent Company invested SEK 3.9m (9.3) in other long-term securities holdings (Note 11).
The Board of Directors propose that no dividend be paid to the shareholders for the financial year 2011.
Risks and uncertainties are primarily associated with investments in portfolio companies and the development of projects in these companies, as well as financial risks.
Future investments in new and current portfolio companies in many cases will require capital. There is no guarantee that such capital can be obtained on favorable terms or that such capital can be obtained at all.
Companies active in pharmaceutical development and medical technology at an early phase are, by their very nature, difficult to value, as lead times are very long and the development risks are high. Due to the uncertainty in these assessments, the estimated value of the portfolio may deviate substantially from the future generated value.
For a description of other risks and uncertainties, refer to the annual report 2010.
The CEO hereby certifies that this interim report gives a true and fair view of the operations, financial position and results of operations of the Parent Company and the Group and describes the material risks and uncertainties faced by the Parent Company and the companies included in the Group.
Solna, 22 February 2012
Torbjörn Bjerke CEO
| Annual report 2011 | The week beginning on April 16 2012 |
|---|---|
| Interim report January - March 2012 | 15 May 2012 |
| Annual General Meeting | 23 May 2012 |
| Interim report January – June 2012 | 23 August 2012 |
| Interim report January – September 2012 | 22 November 2012 |
The reports will be published on Karolinska Development's website, www.karolinskadevelopment.com
Torbjörn Bjerke, CEO +46 (0) 72 744 41 23
Gunnar Casserstedt, CFO and Deputy CEO +46 (0) 73 068 37 00
See also www.karolinskadevelopment.com
Karolinska Development AB (publ) Fogdevreten 2A SE-171 65 Solna, Sweden
This year-end report has not been reviewed by the company's auditors.
Note: This report is a translation of the Swedish interim report. In the event of any discrepancies, the Swedish version shall prevail.
| 2011 | 2010 | 2011 | 2010 | ||
|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Revenue | 3,364 | 2,352 | 10,479 | 13,895 | |
| Other external expenses | -33,194 | -15,832 | -104,056 | -62,559 | |
| Personnel costs | -16,391 | -13,261 | -59,871 | -43,393 | |
| Depreciation, amortization and impairment losses on tangible and intangible non-current assets |
-1,040 | -11,739 | -3,431 | -27,418 | |
| Change in fair value of shares in joint ventures and associated companies |
2 | -72,432 | -181,265 | -236,621 | -224,104 |
| Change in fair value of other long-term securities holdings |
2 | -3,598 | -2,084 | -7,175 | -1,685 |
| Operating loss | -123,291 | -221,829 | -400,675 | -345,264 | |
| Financial net | 3 | 4,149 | 24 | -4,985 | 5,983 |
| Loss before tax | 2 | -119,142 | -221,805 | -405,660 | -339,281 |
| Deferred taxes | 4,758 | 2,088 | 19,987 | 4,697 | |
| NET LOSS FOR THE YEAR | -114,384 | -219,717 | -385,673 | -334,584 | |
| Attributable to: | |||||
| Parent Company's shareholders | -104,917 | -216,760 | -354,147 | -325,615 | |
| Non-controlling interests | -9,467 | -2,957 | -31,526 | -8,969 | |
| TOTAL | -114,384 | -219,717 | -385,673 | -334,584 |
| 2011 | 2010 | 2011 | 2010 | ||
|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Earnings per share attributable to Parent Company's shareholders, weighted average, before and after dilution |
-2.16 | -6.50 | -8.07 | -9.79 | |
| Number of shares, weighted average | 8 | 48,531,417 | 33,331,417 | 43,908,951 | 33,263,938 |
| 2011 | 2010 | 2011 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 Note |
Oct-Dec | Oct-Dec | Full-year | Full-year |
| Net loss for the period | -114,384 | -219,717 | -385,673 | -334,584 |
| Total comprehensive income for the period | -114,384 | -219,717 | -385,673 | -334,584 |
| Attributable to: | ||||
| Parent Company's shareholders | -104,917 | -216,760 | -354,147 | -325,615 |
| Non-controlling interests | -9,467 | -2,957 | -31,526 | -8,969 |
| TOTAL | -114,384 | -219,717 | -385,673 | -334,584 |
| Amounts in SEK 000 | Note | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Intangible assets | 4 | 702,957 | 179,778 |
| Tangible non-current assets | 1,663 | 2,493 | |
| Shares in joint ventures and associated companies | 2,6 | 980,276 | 1,220,791 |
| Other long-term securities holdings | 2,6 | 24,587 | 24,761 |
| Total non-current assets | 1,709,483 | 1,427,823 | |
| Current assets | |||
| Accounts receivable | 1,462 | 680 | |
| Other short-term receivables | 7 | 12,432 | 93,054 |
| Prepaid expenses and accrued income | 1,886 | 8,138 | |
| Short-term investments | 457,249 | 136,607 | |
| Cash and cash equivalents | 163,347 | 107,325 | |
| Total current assets | 636,376 | 345,804 | |
| TOTAL ASSETS | 2,345,859 | 1,773,627 |
| Amounts in SEK 000 | Note | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Share capital | 8 | 24,266 | 16,666 |
| Share premium | 1,768,179 | 1,212,611 | |
| Retained earnings including current period result | 86,442 | 454,484 | |
| Equity attributable to Parent Company's shareholders | 1,878,887 | 1,683,761 | |
| Non-controlling interests | 295,041 | 33,414 | |
| Total equity | 2,173,928 | 1,717,175 | |
| Liabilities | |||
| Long-term liabilities | |||
| Deferred taxes | 9 | 143,586 | 34,195 |
| Interest-bearing liabilities | 2,000 | 2,000 | |
| Total long-term liabilities | 145,586 | 36,195 | |
| Current liabilities | |||
| Accounts payable | 9,563 | 3,117 | |
| Other short-term liabilities | 2,796 | 5,044 | |
| Accrued expenses and prepaid income | 13,986 | 12,096 | |
| Total short-term liabilities | 26,345 | 20,257 | |
| Total liabilities | 171,931 | 56,452 | |
| TOTAL EQUITY AND LIABILITIES | 2,345,859 | 1,773,627 |
| Equity attributable to Parent Company's shareholders | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Share capital | Share premium |
Retained earnings incl. current year result |
Total | Non controlling interests |
Total equity |
| Opening equity at 1 Jan 2011 | 16,666 | 1,212,611 | 454,484 | 1,683,761 | 33,414 | 1,717,175 | |
| Net loss for the year | -354,147 | -354,147 | -31,526 | -385,673 | |||
| Total comprehensive income for the year | 0 | 0 | -354,147 | -354,147 | -31,526 | -385,673 | |
| Business combinations | 0 | 222,834 | 222,834 | ||||
| Change in non-controlling interests | -13,895 | -13,895 | 70,319 | 56,424 | |||
| New share issue | 7,600 | 600,400 | 608,000 | 608,000 | |||
| Issue costs | -44,949 | -44,949 | -44,949 | ||||
| Warrants | 117 | 117 | 117 | ||||
| Closing equity at 31 Dec 2011 | 8 | 24,266 | 1,768,179 | 86,442 | 1,878,887 | 295,041 | 2,173,928 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,201,673 | 780,099 | 1,998,348 | 1,998,348 | ||
|---|---|---|---|---|---|---|---|
| Net loss for the year | -325,615 | -325,615 | -8,969 | -334,584 | |||
| Total comprehensive income for the year | 0 | 0 | -325,615 | -325,615 | -8,969 | -334,584 | |
| Business combinations | 0 | 42,383 | 42,383 | ||||
| New share issue | 90 | 10,956 | 11,046 | 11,046 | |||
| Issue costs | -631 | -631 | -631 | ||||
| Warrants | 613 | 613 | 613 | ||||
| Closing equity at 31 Dec 2010 | 8 | 16,666 | 1,212,611 | 454,484 | 1,683,761 | 33,414 | 1,717,175 |
| 2011 | 2010 | ||
|---|---|---|---|
| Amounts in SEK 000 | Note | Full-year | Full-year |
| Operating activities | |||
| Operating loss Adjustments for depreciation, amortization and |
-400,675 | -345,264 | |
| impairment losses | 3,431 | 27,418 | |
| Adjustments for changes in fair value | 2 | 243,796 | 225,789 |
| Change in value of short-term investments | 6,435 | 0 | |
| Interest paid | -36 | -22 | |
| Interest received | 3,302 | 29 | |
| Cash flow from operating activities, before changes in working capital |
-143,747 | -92,050 | |
| Cash flow from changes in working capital | |||
| Increase (-)/Decrease (+) in operating receivables | 6,223 | 1,745 | |
| Increase (+)/Decrease (-) in operating liabilities | 4,087 | -7,632 | |
| Cash flow from operating activities | -133,437 | -97,937 | |
| Investing activities | |||
| Investments in intangible non-current assets | -2,546 | -2,697 | |
| Investments in tangible non-current assets | -288 | -497 | |
| Acquired cash and cash equivalents in subsidiaries | 5 | 12,878 | 25,213 |
| Investments in shares in joint ventures and associated companies | 11 | -115 077 | -135,327 |
| Investments in other long-term securities | 11 | -3,915 | -9,293 |
| Short-term investments | -317 040 | -11,296 | |
| Sale of shares in joint ventures/associated companies | 2 | 24 833 | 17,881 |
| Sale of other long-term securities | 2 | 540 | 0 |
| Loans provided to joint ventures/associated companies | -29,805 | -65,870 | |
| Cash flow from investing activities | -430,420 | -181,886 | |
| Financing activities | |||
| Non-controlling interests' share of subsidiary issue | 56 711 | 0 | |
| New share issue | 608,000 | 19,960 | |
| Issue costs | -44,949 | -27,496 | |
| Warrants | 117 | 613 | |
| Cash flow from financing activities | 619,879 | -6,923 | |
| Cash flow for the period | 56,022 | -286,746 | |
| Cash and cash equivalents at beginning of period | 107,325 | 394,071 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD¹ | 163,347 | 107,325 |
¹ In addition to cash and cash equivalents, the Group has at its disposal short-term investments amounting to SEK 457,249 thousand (136,607)
| 2011 | 2010 | 2011 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 Note |
Oct-Dec | Oct-Dec | Full-year | Full-year |
| Net sales | 660 | 2,763 | 2,467 | 11,007 |
| Revenue | 660 | 2,763 | 2,467 | 11,007 |
| , | , | |||
| Other external expenses | -7,416 | -8,142 | -32,174 | -31,048 |
| Personnel costs | -8,971 | -8,029 | -32,066 | -25,685 |
| Depreciation and amortization of tangible and intangible assets |
-17 | -22 | -67 | -88 |
| Impairment losses on shares in subsidiaries, joint ventures, associated companies and other long-term |
||||
| securities holdings | -8,023 | -8,861 | -125,961 | -63,680 |
| Result from sale of shares | 6,239 | 234 | 6,239 | -29,439 |
| Dividends from subsidiaries | 0 | 0 | 0 | 21,552 |
| Operating loss | -17,528 | -22,057 | -181,562 | -117,381 |
| Financial net 3 |
3,501 | 55 | -6,183 | 6,032 |
| NET LOSS FOR THE PERIOD | -14,027 | -22,002 | -187,745 | -111,349 |
| 2011 | 2010 | 2011 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 Note |
Oct-Dec | Oct-Dec | Full-year | Full-year |
| Net loss for the period | -14,027 | -22,002 | -187,745 | -111,349 |
| Total comprehensive income for the period | -14,027 | -22,002 | -187,745 | -111,349 |
| Attributable to: | ||||
| Parent Company's shareholders | -14,027 | -22,002 | -187,745 | -111,349 |
| TOTAL | -14,027 | -22,002 | -187,745 | -111,349 |
| Amounts in SEK 000 | Note | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Tangible non-current assets | 42 | 109 | |
| Shares in subsidiaries, joint ventures, associated companies and other | |||
| long-term securities holdings | 5,6 | 879,819 | 731,370 |
| Other financial assets | 2,080 | 1,515 | |
| Total non-current assets | 881,941 | 732,994 | |
| Current assets | |||
| Accounts receivable | 49 | 129 | |
| Group receivables | 74 | 2,072 | |
| Other receivables | 7 | 9,441 | 91,431 |
| Prepaid expenses and accrued income | 881 | 7,617 | |
| Short-term investments | 457,249 | 136,607 | |
| Cash and cash equivalents | 68,319 | 73,208 | |
| Total current assets | 536,013 | 311,064 | |
| TOTAL ASSETS | 1,417,954 | 1,044,058 |
| Condensed statement of financial position for the Parent Company (cont.) | ||||
|---|---|---|---|---|
| Amounts in SEK 000 | Note | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Restricted equity | |||
| Share capital | 8 | 24,266 | 16,666 |
| Unrestricted equity | |||
| Share premium reserve | 1,778,253 | 1,222,685 | |
| Retained earnings | -207,281 | -95,932 | |
| Net loss for the period | -187,745 | -111,349 | |
| Total equity | 1,407,493 | 1,032,070 | |
| Liabilities | |||
| Long-term liabilities | |||
| Pension obligations | 2,080 | 1,515 | |
| Total long-term liabilities | 2,080 | 1,515 | |
| Current liabilities | |||
| Accounts payable | 807 | 991 | |
| Group liabilities | 0 | 660 | |
| Other current liabilities | 1,530 | 3,535 | |
| Accrued expenses and deferred income | 6,044 | 5,287 | |
| Total current liabilities | 8,381 | 10,473 | |
| Total liabilities | 10,461 | 11,988 | |
| TOTAL EQUITY AND LIABILITIES | 1,417,954 | 1,044,058 |
| Amounts in SEK 000 | Note | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|---|
| Pledged assets | 10 | 2,080 | 4,563 |
| Contingent liabilities | 10 | 26,900 | 2,100 |
| Total | 28,980 | 6,663 |
| Condensed statement of changes in equity for the Parent Company | |||
|---|---|---|---|
| ----------------------------------------------------------------- | -- | -- | -- |
| Restricted equity | Unrestricted equity | |||||
|---|---|---|---|---|---|---|
| Share | Net profit/loss |
|||||
| premium | Retained | for the | ||||
| Amounts in SEK 000 | Note | Share capital | reserve | earnings | period | Total equity |
| Opening equity at 1 Jan 2011 | 16,666 | 1,222,685 | -95,932 | -111,349 | 1,032,070 | |
| Appropriation of loss | -111,349 | 111,349 | 0 | |||
| Net loss for the period | -187,745 | -187,745 | ||||
| Total | 16,666 | 1,222,685 | -207,281 | -187,745 | 844,325 | |
| New share issue | 7,600 | 600,400 | 608,000 | |||
| Issue costs | -44,949 | -44,949 | ||||
| Warrants | 117 | 117 | ||||
| Closing equity at 31 Dec 2011 | 8 | 24,266 | 1,778,253 | -207,281 | -187,745 | 1,407,493 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,211,658 | -5,665 | -90,267 | 1,132,302 | |
| Appropriation of loss | -90,267 | 90,267 | 0 | |||
| Net loss for the year | -111,349 | -111,349 | ||||
| Total | 16,576 | 1,211,658 | -95,932 | -111,349 | 1,020,953 | |
| New share issue | 90 | 11,045 | 11,135 | |||
| Issue costs | -631 | -631 | ||||
| Warrants | 613 | 613 | ||||
| Closing equity at 31 Dec 2010 | 8 | 16,666 | 1,222,685 | -95,932 | -111,349 | 1,032,070 |
This report has been prepared in accordance with the International Accounting Standard (IAS) 34 Interim Financial Reporting. The accounting principles applied to the Group and the Parent Company correspond, unless otherwise stated below, to the accounting principles and valuation methods applied in the preparation of the previous annual report.
The new or revised IFRS standards and interpretations by IFRIC have had no impact on the Group or, to the extent that these recommendations are applied to legal entities, on the Parent Company's income or financial position.
Net asset value per share: Estimated fair value of the total portfolio, cash and cash equivalents, and financial assets less interestbearing liabilities in relation to the number of shares outstanding on the closing date.
First In Class: The first approved medicine with a defined mechanism for a specific target or a specific disease.
Portfolio companies: Companies owned fully or in part by Karolinska Development (subsidiaries, joint ventures, associated companies and other long-term securities holdings) which are active in pharmaceuticals, medtech, theranostics and formulation technology.
Fair value: The NASDAQ OMX regulations for issuers require companies listed on NASDAQ OMX to apply the International Financial Reporting Standards, IFRS, in their consolidated financial statements. The application of the standards allows groups of an investment company nature to apply so-called fair value in the calculation of asset values. These calculations are made on the basis of established principles and are not included in the opening accounts of the Group's legal entity, nor do they affect cash flows.
Fair value is estimated according to the International Private Equity and Venture Capital Valuation Guidelines. According to these guidelines, fair value can be calculated using different methods, depending on which method is considered to provide to best estimation of market value in each separate case. For Karolinska Development, this implies that the fair value of many portfolio companies is determined using a model to calculate the value of discounted and risk-adjusted cash flows. In other cases, Karolinska Development's total investment is used as the best estimation of fair value; in some additional cases the valuation of the most recent transaction is used.
Interim period: The entire financial year through the closing date.
Reporting period: Current quarter.
The Board of Directors is the function that determines the allocation of resources to investments in portfolio companies and to the Parent Company. The Board of Directors monitors each investment at the project level as well as the Parent Company's results and financial position.
Karolinska Development's investments are primarily steered to companies that yield the best returns. Regardless of a project's maturity, therapeutic area and whether the company is active within pharmaceuticals or medical technology, each company's projects are evaluated by Karolinska Development in the same manner, because of which Karolinska Development has aggregated all the portfolio companies into a single reportable segment.
Karolinska Development's measure of profit is the aggregate change in the fair value of its shares in the portfolio companies, including those that are consolidated as subsidiaries. The Board of Directors and management monitor the investments based on changes in their fair value independently of the company's level of influence. Consequently, the Board of Directors and management monitor subsidiaries, associated companies, joint ventures and other holdings based on changes in their fair value and not on their historical acquisition costs as subsidiaries recognized in the consolidated financial statements. The accounting principles applied in the internal reporting otherwise correspond to the Group's accounting principles as described in Note 1.
| Profit/loss from change in fair value of portfolio companies | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| Amounts in SEK 000 | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Subsidiaries | ||||
| Change in fair value | 6,253 | -33,060 | 67,819 | -6,998 |
| Joint ventures and associated companies | ||||
| Change in fair value | -72,432 | -163,862 | -118,789 | -187,001 |
| Impairment losses | 0 | -17,403 | -117,832 | -37,103 |
| Other long-term securities holdings | ||||
| Change in fair value | -1,098 | -2,084 | -4,675 | -1,685 |
| Impairment losses | -2,500 | 0 | -2,500 | 0 |
| Change in fair value of total portfolio holdings | -69,777 | -216,409 | -175,977 | -232,787 |
| Group eliminations | ||||
| Less fair value subsidiaries | -6,253 | 33,060 | -67,819 | 6,998 |
| Net loss from changes in fair value | -76,030 | -183,349 | -243,796 | -225,789 |
| Consolidated revenue and other expenses | -43,112 | -38,456 | -161,864 | -113,492 |
| Consolidated loss before tax | -119,142 | -221,805 | -405,660 | -339,281 |
The aggregate loss from changes in the fair value of the portfolio companies amounted to SEK -176.0m (-232.8) for the full-year after accounting for a positive change in the fair value of subsidiaries of SEK 67.8m (-7.0). The change in the fair value of subsidiaries is not recognized in the consolidated income statement or balance sheet, since the subsidiaries are consolidated and therefore are not measured at fair value. The Group's net loss from changes in the fair value of joint ventures, associated companies and other longterm securities holdings amounted to SEK -243.8m (-225.8).
| Fair value of portfolio companies |
||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Fair value of total portfolio holdings | ||
| Subsidiaries | 542,001 | 209,108 |
| Joint ventures and associated companies | 980,276 | 1,220,791 |
| Other long-term securities holdings | 24,587 | 24,761 |
| Fair value of total portfolio holdings | 1,546,864 | 1,454,660 |
| Less fair value subsidiaries | -542,001 | -209,108 |
| Group | 1,004,863 | 1,245,552 |
| Joint ventures/ | Other long | |||
|---|---|---|---|---|
| Associated | term | Total portfolio | ||
| Amounts in SEK 000 | Subsidiaries | companies | securities | holdings |
| Accumulated fair value | ||||
| Opening balance at 1 Jan 2010 | 28,396 | 1,450,427 | 33,439 | 1,512,262 |
| Acquisitions during the year (Note 11) | 48,446 | 135,327 | 9,293 | 193,066 |
| Reclassifications | 139,264 | -122,978 | -16,286 | 0 |
| Sale of shares | - | -17,881 | - | -17,881 |
| Change in fair value | -6,998 | -224,104 | -1,685 | -232,787 |
| Closing balance at 31 Dec 2010 | 209,108 | 1,220,791 | 24,761 | 1,454,660 |
| Accumulated fair value | ||||
| Opening balance at 1 Jan 2011 | 209,108 | 1,220,791 | 24,761 | 1,454,660 |
| Acquisitions during the year (Note 11) | 83,711 | 209,955 | 3,915 | 297,581 |
| Reclassifications | 182,173¹ | -185,799 | 3,626 | 0 |
| Sale of shares | -810² | -28,050³ | -540⁴ | -29,400 |
| Change in fair value | 67,819 | -236,621 | -7,175 | -175,977 |
| Closing balance at 31 Dec 2011 | 542,001 | 980,276 | 24,587 | 1,546,864 |
¹Refers to the reclassification of Axelar AB from an associated company to a subsidiary (Note 5).
²Refers to the sale of shares in Pharmanest AB to KCIF Co-Investment Fund KB.
³Of which sales proceeds of SEK 3,217 thousand (IMED) have been received after the closing date, because of which the amount affecting cash flow is SEK 24,833 thousand, which consists of sales to KCIF Co-Investment Fund KB of SEK 21,811 thousand as well as distribution proceeds of SEK 3,022 thousand.
⁴Refers to the sale of shares to KCIF Co-Investment Fund KB.
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
|---|---|---|
| Aggregate fair value of total portfolio holding | 1,546,864 | 1,454,660 |
| Less fair value of consolidated subsidiaries | -542,001 | -209,108 |
| Other consolidated assets | 1,340,996 | 528,075 |
| Consolidated total assets | 2,345,859 | 1,773,627 |
| Group | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| Amounts in SEK 000 | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Interest income | 1,275 | 1,628 | 6,247 | 3,966 |
| Interest expenses | -12 | -2 | -36 | -22 |
| Change in value of short-term investments | 5,517 | 263 | 10,036 | 3,904 |
| Exchange rate gains and losses Impairment of receivables from joint ventures and |
99 | -870 | -2 | -870 |
| associated companies | -2,730 | 0 | -21,230 | 0 |
| Impairment of convertible debentures | 0 | -995 | 0 | -995 |
| Financial net | 4,149 | 24 | -4,985 | 5,983 |
| Parent Company | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| Amounts in SEK 000 | Oct-Dec | Oct-Dec | Full-year | Full-year |
| Interest income | 686 | 1,593 | 5,017 | 3,917 |
| Interest expenses | -2 | -5 | -6 | -8 |
| Change in value of short-term investments | 5,517 | 264 | 10,036 | 3,904 |
| Exchange rate gains and losses Impairment of receivables from joint ventures and |
30 | -802 | 0 | -786 |
| associated companies | -2,730 | 0 | -21,230 | 0 |
| Impairment of convertible debentures | 0 | -995 | 0 | -995 |
| Financial net | 3,501 | 55 | -6,183 | 6,032 |
| Group | ||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Carrying amount | ||
| Patents, licenses and similar rights | 9,636 | 5,746 |
| Development projects in progress¹ | 693,321 | 174,032 |
| Total carrying amount, intangible assets | 702,957 | 179,778 |
¹ The carrying amount of development projects in progress consists of acquisition costs at time of acquisition of subsidiaries.
| Group | ||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Accumulated acquisition cost | ||
| At beginning of the year | 196,688 | 0 |
| New business combinations (Note 5) | 519,289 | 196,688 |
| Closing balance | 715,977 | 196,688 |
| Accumulated amortization and impairment losses | ||
| At beginning of the year | -22,656 | 0 |
| Impairment for the year | 0 | -22,656 |
| Closing balance | -22,656 | -22,656 |
| Carrying amount | 693,321 | 174,032 |
Development projects in progress are not depreciated, but are subject to an impairment test on a quarterly basis.
Axelar AB was previously reported as an associated company and measured at fair value, with changes in fair value recognized through profit or loss. As a result of an amended shareholder agreement, Karolinska Development has a controlling interest in the company as of the second quarter 2011, as a result of which it is classified as a subsidiary and consolidated in the Group. This means that the full income statement, statement of financial position and cash flows for this company are now consolidated and that the holding is no longer recognized using the fair value method. The net assets are recognized in consolidated financial statements, including non-controlling interests. Recognition of the acquisition price does not imply that any cash consideration has been paid.
| Subsidiaries | Operations | Acquisition date | Share of acquired equity that carries voting rights, % |
Acquisition cost |
|---|---|---|---|---|
| Axelar AB | Biotechnological research and development |
1 April 2011 | 44.98% | 182,173 |
| Total acquisition cost | 182,173 | |||
| Acquisition cost | ||||
| Amounts in SEK 000 | Invested amount | Change in fair value | Total | |
| Axelar AB | 28,342 | 153,831¹ | 182,173 | |
| Total acquisition cost | 182,173 |
¹ The change in fair value was previously recognized in the income statement.
| Axelar AB | |||
|---|---|---|---|
| Amounts in SEK 000 | Fair value | Carrying amount | |
| Patents, licenses and similar rights | 3,657 | 3,657 | |
| Development projects in progress | 519,289 | 0 | |
| Deferred tax assets from fiscal deficit | 7,196 | 0 | |
| Other current receivables | 465 | 465 | |
| Prepaid expenses and accrued income | 95 | 95 | |
| Cash and cash equivalents | 12,878 | 12,878 | |
| Deferred tax liabilities on development projects in progress | -136,573 | 0 | |
| Accounts payable | -746 | -746 | |
| Other current liabilities | -80 | -80 | |
| Accrued expenses and deferred income | -1,174 | -1,174 | |
| Net identifiable assets and liabilities | 405,007 | 15,095 | |
| Less non-controlling interests | -222,834 | ||
| Acquisition cost | 182,173 |
| Loss | ||
|---|---|---|
| Amounts in SEK 000 | Revenue | before tax |
| Axelar AB | 0 | -35,371 |
| Amounts in SEK 000 | Revenue | Loss before tax |
|---|---|---|
| Axelar AB | 0 | -41,707 |
Note 6 Shares in subsidiaries, joint ventures, associated companies and other long-term securities holdings
Parent Company's shareholdings in subsidiaries as of date
| Name | Parent Company ownership | |||
|---|---|---|---|---|
| interest | Book value in Parent Company | |||
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Actar AB | 100.00% | 99.96% | 3,679 | 6,844 |
| Akinion Pharmaceuticals AB | 88.09% | 78.64% | 48,070 | 18,070 |
| Axelar AB¹ | 40.03% | - | 48,343 | - |
| ClanoTech AB | 86.94% | 86.32% | 37,194 | 34,695 |
| Inhalation Sciences Sweden AB | 72.11% | 66.62% | 24,238 | 17,238 |
| KCIF Fund Management AB | 37.50% | 37.50% | 43 | 43 |
| KD Incentive AB | 100.00% | 100.00% | 200 | 100 |
| Limone AB | 100.00% | 100.00% | 296 | 0 |
| NovaSAID AB | 88.91% | 87.73% | 74,407 | 62,407 |
| Pharmanest AB²* | 52.47% | 48.56% | 15,075 | 7,776 |
| KDev Oncology AB, formerly SoftCure Pharmaceuticals | ||||
| AB | 100.00% | 100.00% | 1,000 | 0 |
| Total book value | 252,545 | 147,173 |
¹Axelar AB has been reclassified from an associated company to a subsidiary as of 1 April 2011 as a result of a new shareholder agreement which gives Karolinska Development controlling influence in the company (see also Note 5). The new share issue during the second quarter 2011 caused a dilution. A decision has been made on an additional share issue, after which Karolinska Development will hold approximately 49.8 percent of the total number of shares outstanding.
²The above company has been reclassified from joint ventures.
* The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table below "Associated companies' shareholdings".
| KDev Oncology AB | Ownership interest in KDev Oncology group¹ |
Indirect ownership by Karolinska Development AB |
||
|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Karolinska Development's indirect ownership interest | ||||
| amounts to 100% | ||||
| GliGene AB* | 9.20% | - | 9.20% | - |
¹ Ownership interest corresponds to share of votes.
* The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table below "Associated companies' shareholdings".
| Share of equity and voting | ||||
|---|---|---|---|---|
| Name | rights | Book value in Parent Company | ||
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Aprea AB* | 40.19% | 43.18% | 46,199 | 36,485 |
| Athera Biotechnologies AB* | 59.39% | 69.07% | 74,797 | 78,097 |
| Avaris AB | 68.40% | 67.75% | 0 | 51,850 |
| BioChromix Pharma AB | 65.55% | 50.34% | 19,350 | 9,350 |
| Bioneris AB (in liquidation) | 26.31% | 26.31% | 0 | 0 |
| Biosergen AS | 60.26% | 50.97% | 21,370 | 15,114 |
| Calabar International AB (divested) | - | 63.17% | - | 0 |
| Dilafor AB | 54.76% | 53.60% | 88,831 | 79,830 |
| Dilaforette Holding AB | 57.96% | - | 7,188 | - |
| Eribis Pharmaceuticals AB (divested) | - | 39.02% | - | 10,970 |
| HBV Theranostica AB (dormant) | 72.52% | 70.73% | 0 | 2,190 |
| IMED AB (divested) | - | 57.38% | - | 45,307 |
| Lipidor AB | 39.98% | 30.01% | 9,000 | 4,003 |
| NeoDynamics AB | 25.74% | 22.58% | 11,097 | 7,551 |
| NT-NeuroTheraputics AB (liquidated) | - | 51.85% | - | 0 |
| Oncopeptides AB | 43.36% | 42.32% | 22,914 | 18,536 |
| OncoReg AB (liquidated) | - | 88.91% | - | 0 |
| Pergamum AB | 61.93% | 59.75% | 210,850 | 102,786 |
| Promimic AB¹ | - | 24.50% | - | 8,101 |
| ProNoxis AB | 19.83% | 14.16% | 5,500 | 3,000 |
| Umecrine Cognition AB | 48.94% | 40.00% | 14,700 | 7,000 |
| Umecrine Mood AB* | 37.63% | 43.00% | 25,112 | 22,530 |
| XSpray Microparticles AB* | 58.49% | 64.85% | 33,708 | 32,172 |
| Total book value | 590,616 | 534,872 | ||
| Total fair value | 931,448 | 1,034,086 |
¹ The above company has been reclassified as an associated company.
* The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table below "Associated companies' shareholdings".
| Pergamum AB | Ownership interest in Pergamum group¹ |
Indirect ownership by Karolinska Development AB |
||
|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Karolinska Development's indirect ownership | ||||
| interest amounts to 61.93% | ||||
| Laurantis Pharma OY | 9.80% | 9.80% | 6.07% | 5.86% |
| DermaGen AB | 100.00% | 100.00% | 61.93% | 59.75% |
| Lipopeptide AB | 100.00% | 100.00% | 61.93% | 59.75% |
| PharmaSurgics in Sweden AB | 100.00% | 100.00% | 61.93% | 59.75% |
¹ Ownership interest corresponds to share of votes.
| Ownership interest in Dilaforette Holding group¹ |
Indirect ownership by Karolinska Development AB |
|||
|---|---|---|---|---|
| 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 | |
| 100.00% | - | 57.96% | - | |
¹ Ownership interest corresponds to share of votes.
| Name | Share of equity and voting rights | Book value in Parent Company | ||
|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Axelar AB¹ | - | 44.98% | - | 28,342 |
| CytoGuide Aps² | - | 11.00% | - | 3,300 |
| KCIF Co-Investment Fund KB | 26.00% | 26.00% | 10,527 | 7,476 |
| Oss-Q AB* | 14.31% | - | 3,650 | - |
| Promimic AB³ | 24.50% | - | 8,100 | - |
| Total book value | 22,277 | 39,118 | ||
| Total fair value | 48,828 | 186,705 |
¹ The above company has been reclassified as a subsidiary as of 1 April 2011 after Karolinska Development changed its influence over the company.
² The above company has been reclassified as other long-term securities holdings.
³ The above company has been reclassified from joint ventures.
* The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table below "Associated companies' shareholdings".
| KCIF Co-Investment Fund KB | Ownership interest in KCIF Co Investment Fund KB¹ |
Indirect ownership by Karolinska Development AB |
|||
|---|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 | |
| Karolinska Development's indirect ownership | |||||
| amounts to 26% | |||||
| Pharmanest AB | 15.62% | 12.88% | 4.06% | 3.35% | |
| Aprea AB | 3.58% | - | 0.93% | - | |
| Athera Biotechnologies AB | 10.76% | - | 2.80% | - | |
| BioChromix AB | 3.15% | - | 0.82% | - | |
| GliGene AB | 3.58% | - | 0.93% | - | |
| Oss-Q AB | 5.29% | - | 1.38% | - | |
| Umecrine Mood AB | 2.62% | - | 0.68% | - | |
| XSpray Microparticles AB | 8.89% | - | 2.31% | - | |
| ¹ Ownership interest corresponds to share of votes |
| Total fair value of joint ventures and associated | ||
|---|---|---|
| companies | 980,276 | 1,220,791 |
| Name | Share of equity and voting rights | Book value in Parent Company | ||
|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| BioArctic NeuroScience AB | 3.17% | 3.17% | 600 | 600 |
| BioChromix AB* | 8.52% | - | 2,374 | - |
| BioResonator AB (in liquidation) | 7.62% | 7.62% | 0 | 2,500 |
| CytoGuide Aps¹ | 9.06% | - | 3,300 | - |
| Independent Pharmaceutica AB (liquidated) | - | 5.98% | - | 0 |
| InDex Pharmaceuticals AB (divested) | - | 0.003% | - | 0 |
| NephroGenex Inc. | 0.58% | 0.58% | 709 | 709 |
| Umecrine AB | 10.41% | 10.01% | 7,398 | 6,398 |
| Total book value | 14,381 | 10,207 | ||
| Total fair value | 24,587 | 24,761 |
¹ The above company has been reclassified from associated companies.
* The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table above "Associated companies' shareholdings".
| associated companies and other long-term securities | |
|---|---|
| holdings 879,819 |
731,370 |
| Group | Parent Company | |||
|---|---|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 | 31 Dec 2011 | 31 Dec 2010 |
| Financial receivables | ||||
| Receivables from joint ventures and associated | ||||
| companies | 3,675 | 83,870¹ | 3,675 | 83,870 |
| Current portion of restricted bank accounts | 0 | 5,879 | 0 | 5,879 |
| Total financial receivables | 3,675 | 89,749 | 3,675 | 89,749 |
| Other current receivables | ||||
| Tax receivables | 1,371 | 276 | 1,058 | 145 |
| VAT receivables | 2,874 | 2,850 | 802 | 1,369 |
| Other | 4,512 | 179 | 3,906 | 168 |
| Total other current receivables | 8,757 | 3,305 | 5,766 | 1,682 |
| Total current receivables | 12,432 | 93,054 | 9,441 | 91,431 |
¹Of which receivables on Avaris amounting 3 500 has been written down and the remaining amount has been converted to shares.
| Year | Transaction | Number of shares |
Increase in share capital |
Share capital |
Number of A shares |
Number of B shares |
Subscription price |
Par value |
|---|---|---|---|---|---|---|---|---|
| Total as of 1 Jan 2010 | 32,609,993 | 16,304,997 | 1,503,098 | 31,106,895 | 0.5 | |||
| January 2010 | New share issue |
541,824 | 270,912 | 16,575,909 | 0 | 541,824 | 62 | 0.5 |
| April 2010 | New share issue |
179,600 | 89,800 | 16,665,709 | 0 | 179,600 | 62 | 0.5 |
| Total as of 31 Dec 2010 | 33,331,417 | 16,665,709 | 1,503,098 | 31,828,319 | 0.5 | |||
| New share | ||||||||
| April 2011 | issue | 15,200,000 | 7,600,000 | 24,265,709 | 15,200,000 | 40 | 0.5 | |
| Total as of 31 Dec 2011 | 48,531,417 | 24,265,709 | 1,503,098 | 47,028,319 | 0.5 |
| Group | ||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Net assets | ||
| Cash and cash equivalents | 163,347 | 107,325 |
| Short-term investments | 457,249 | 136,607 |
| Financial receivables | 3,675 | 89,749 |
| Financial liabilities | -2,000 | -4,831 |
| Total net assets | 622,271 | 328,850 |
| Estimated fair value of portfolio companies including subsidiaries | 1 546 864 | 1 454 660 |
| Total net asset value | 2,169,135 | 1,783,510 |
| Number of shares | 48,531,417 | 33,331,417 |
Net asset value per share* 44.70 53.51 *Definition: Estimated fair value of the total portfolio holding, cash and cash equivalents, short-term investments and financial assets less interestbearing liabilities in relation to the number of shares outstanding on the closing date.
Karolinska Development has, through its subsidiary KD Incentive AB, issued warrants in three separate programs. The warrants have been sold to participating employees in the program at market value, calculated according to Black & Scholes, and are not associated with any vesting conditions.
| Warrant program | Number of warrants |
Allocation date² |
Redemption period | Subscription price for warrant |
Redemption price for share |
|---|---|---|---|---|---|
| Warrant program 2008 | 121,750 | 2008 | 2012-10-01 – 2012-12-31 | 7.40 | 91.1 |
| Supplemental warrant I 2008¹ | 13,246 | 2009 | 2012-10-01 – 2012-12-31 | 3.24 | 120.0 |
| Supplemental warrant II 2008¹ | 28,149 | 2010 | 2012-10-01 – 2012-12-31 | 4.63 | 93.0 |
| Supplemental warrant III 2008¹ | 55,653 | 2011 | 2012-10-01 – 2012-12-31 | 0.87 | 47.0 |
| Warrant program 2009 | 72,075 | 2009 | 2013-10-01 – 2013-12-31 | 4.93 | 120.0 |
| Supplemental warrant I 2009¹ | 11,625 | 2010 | 2013-10-01 – 2013-12-31 | 7.02 | 93.0 |
| Supplemental warrant II 2009¹ | 29,551 | 2011 | 2013-10-01 – 2013-12-31 | 1.06 | 56.0 |
| Warrant program 2010 | 78,888 | 2010 | 2014-10-01 – 2014-12-31 | 5.07 | 124.0 |
| Supplemental warrant I 2010¹ | 31,853 | 2011 | 2014-10-01 – 2014-12-31 | 1.17 | 66.0 |
| Total | 442,790 |
¹ As a result of an increase in the number of shares in Karolinska Development, participants in the program have been invited to subscribe for "supplemental warrants" as compensation for dilution. These supplemental warrants carry similar terms to the other warrants in issue.
² The warrants have been allocated at the Annual General Meeting in each year.
| 2011 | 2010 | ||||
|---|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | ||
| Amounts in SEK 000 | warrants | redemption price | warrants | redemption price | |
| At beginning of year | 325,733 | 106.86 | 207,071 | 103.01 | |
| Allocation during the year | 117,057 | 54.44 | 118,662 | 113.61 | |
| At year-end | 442,790 | 93.01 | 325,733 | 106.86 |
The company is obligated to offer warrant holders the opportunity to subscribe for supplemental warrants in connection with the issuance of new shares as protection against dilution. The maximum number of shares that can be issued as part of these programs corresponds to 1% of the total number of shares in issue.
| Group | ||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Intangible non-current assets¹ | -182,344 | -45,770 |
| Tax loss carry forwards² | 38,758 | 11,575 |
| Deferred tax assets/tax liabilities, net | -143,586 | -34,195 |
¹ Refers to deferred tax liability related to adjustment in the fair value of development projects in progress in connection with the acquisition of subsidiaries.
² Deferred tax assets from fiscal deficits are recognized to the extent they can be offset against deferred tax liabilities related to surplus values in the Group.
During the period Karolinska Development entered into an investment commitment of SEK 50.0m related to Axelar AB. Commitments related to further financing in portfolio companies apply only to Axelar AB as indicated above.
| Group | ||
|---|---|---|
| Amounts in SEK 000 | 31 Dec 2011 | 31 Dec 2010 |
| Pledged assets | 2,080 | 4,563 |
| Contingent liabilties | ||
| Axelar | 26,000 | - |
| Uminova | 400 | 600 |
| Biocelex | 500 | 1 500 |
| Total | 28,980 | 6,663 |
| 2011 | 2011 | 2010 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 | Oct-Dec | Full-year | Oct-Dec | Full-year |
| Investments in subsidiaries | ||||
| Actar AB | 2 | 2 | 0 | 0 |
| Akinion Pharmaceuticals AB | 0 | 30,000 | 0 | 10,000 |
| Axelar AB* | 0 | 20,000 | 0 | 0 |
| ClanoTech AB | 2,499 | 2,499 | 4,999 | 16,000 |
| Inhalation Sciences Sweden AB | 4,500 | 7,000 | 0 | 6,058 |
| KD Incentive AB | 100 | 100 | 0 | 0 |
| Limone AB | 1,500 | 3,000 | 0 | 0 |
| NovaSAID AB | 0 | 12,000 | 0 | 15,000 |
| Pharmanest AB** | 5,110 | 8,110 | 30 | 388 |
| KDev Oncology AB (formerly SoftCure Pharmaceuticals AB) | 1,000 | 1,000 | 0 | 1,000 |
| Total investments in subsidiaries | 14,711 | 83,711 | 5,029 | 48,446 |
| Investments in joint ventures and associated companies | ||||
| Aprea AB** | 0 | 12,470 | 0 | 0 |
| Athera Biotechnologies AB** | 0 | 8,760 | 22,042 | 44,667 |
| Avaris AB | 0 | 1,800 | 0 | 10,000 |
| Axelar AB* | 0 | 0 | 0 | 7,876 |
| BioChromix Pharma AB | 7,000 | 10,000 | 3,000 | 3,000 |
| Biosergen AS | 2,357 | 6,256 | 0 | 1,526 |
| Dilafor AB | 0 | 9,000 | 5,000 | 16,903 |
| Dilaforette Holding AB | 7,000 | 7,188 | 0 | 0 |
| Eribis Pharmaceuticals AB | 0 | 2,490 | 720 | 2,730 |
| HBV Theranostica AB | 0 | 200 | 150 | 400 |
| IMED AB | 0 | 0 | 8,000 | 14,500 |
| KCIF Co-Investment Fund KB*** | 0 | 5,834 | 0 | 4,921 |
| Lipidor AB | 0 | 4,997 | 0 | 2,803 |
| NeoDynamics AB | 0 | 3,546 | 0 | 0 |
| Oncopeptides AB | 4,378 | 4,378 | 0 | 0 |
| Oss-Q AB** | 3,650 | 3,650 | 0 | 0 |
| Pergamum AB | 12,208 | 108,065 | 0 | 0 |
| Pharmanest AB** | 0 | 0 | 0 | 7,745 |
| Promimic AB | 0 | 0 | 2,600 | 2,600 |
| ProNoxis AB | 1,000 | 2,500 | 0 | 0 |
| Umecrine Cognition AB | 6,500 | 7,700 | 0 | 0 |
| Umecrine Mood AB** | 0 | 5,286 | 0 | 4,730 |
| XSpray Microparticles AB** | 0 | 5,835 | 0 | 10,927 |
| Total investments in joint ventures and associated | ||||
| companies | 44,093 | 209,955 | 41,512 | 135,327 |
| Investments in other long-term securities holdings | ||||
| BioChromix AB** | 913 | 2,915 | 0 | 0 |
| BioResonator AB | 0 | 0 | 0 | 1,000 |
| CytoGuide ApS | 0 | 0 | 0 | 1,685 |
| KCIF Co-Investment Fund KB*** | 0 | 0 | 0 | 2,555 |
| NeoDynamics AB | 0 | 0 | 2,553 | 2,553 |
| ProNoxis AB | 0 | 0 | 0 | 1,500 |
| Umecrine AB | 0 | 1,000 | 0 | 0 |
| Total investments in other long-term securities holdings | 913 | 3,915 | 2,553 | 9,293 |
| Total investments | 59,717 | 297,581 | 49,094 | 193,066 |
* The company was reclassified as a subsidiary in 2010.
** The Karolinska Development group also has an indirect ownership via KCIF Co-Investment Fund KB, see table in Note 6 "Associated companies' shareholdings".
*** The company was reclassified as an associated company in 2010.
| 2011 | 2011 | 2010 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 | Oct-Dec | Full-year | Oct-Dec | Full-year |
| Conversions of previously issued loans | ||||
| Aprea AB | 0 | 5,900 | 0 | 0 |
| Biosergen AS | 0 | 2,425 | 0 | 0 |
| Dilaforette Holding AB | 4,000 | 4,000 | 0 | 0 |
| NeoDynamics AB | 0 | 546 | 0 | 0 |
| Oncopeptides AB | 4,378 | 4,378 | 0 | 0 |
| Pergamum AB | 0 | 77,629 | 0 | 0 |
| Total investments not affecting cash flow during the | ||||
| period | 8,378 | 94,878 | 0 | 0 |
During the reporting period the Group did not have any material transactions with or commitments to related parties beyond the normal business transactions described in the annual report for 2010 and as indicated in Note 10.
Karolinska Development AB (publ) Year-End Report 31 December 2011
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.