Quarterly Report • Oct 26, 2010
Quarterly Report
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October 26, 2010
Biotage AB (publ) Kungsgatan 76 SE-753 18 Uppsala Tel: 018-56 59 00 Org. nr.: 556539-3138 www.biotage.com Page 1 of 22
| Amounts in SEK millions | 3 rd quarter 2010 |
3 rd quarter 2009 |
Jan-Sep 2010 |
Jan-Sep 2009 |
Full year 2009 |
|---|---|---|---|---|---|
| Net sales | 109,5 | 90,6 | 312,8 | 294,6 | 394,1 |
| Cost of sales | -44,5 | -39,4 | -128,2 | -123,4 | -169,0 |
| Gross profit | 64,9 | 51,2 | 184,6 | 171,2 | 225,1 |
| Operating expenses | -60,1 | -49,2 | -167,5 | -184,9 | -235,2 |
| Operating profit/loss | 4,8 | 2,0 | 17,1 | -13,7 | -10,1 |
| Financial items | 0,3 | -0,3 | 0,1 | 0,4 | 1,1 |
| Profit/loss before tax | 5,2 | 1,8 | 17,2 | -13,2 | -9,0 |
| Tax expenses | -0,5 | -0,4 | -2,6 | -1,3 | -0,8 |
| Profit/loss after tax for continuing operations Profit/loss after tax for |
4,7 | 1,4 | 14,5 | -14,5 | -9,8 |
| discontinued operations | - | -0,2 | - | -0,1 | 23,3 |
| Total profit/loss for the period | 4,7 | 1,2 | 14,5 | -14,6 | 13,5 |
In line with our strategy to widen and strengthen our product offering in Sample Prep and radically increase our work with new customer groups, we carried out two acquisitions in the second quarter, the RapidTrace® och TurboVap® product lines and MIP Technologies AB. The acquisitions give us access to new markets such as food, agriculture, forensic and environmental areas. We thus gradually decrease our dependence on the pharma sector, which has shown no or low growth in recent years. The work to integrate the two acquisitions was basically completed by the end of the third quarter.
The acquired business has developed positively and more than met our expectations, especially the RapidTrace® och TurboVap® product lines.
The marketing work with MIP Technologies' product offering in the analysis area is being intensified. We are strengthening the business development work concerning the research projects run by MIP Technologies, which are aimed at large-scale removal of unwanted impurities in pharmaceuticals and food raw materials. Before the end of the year the production ad pilot plant in Lund will be ready, increasing our resources for own manufacturing of Sample Prep products, among others.
We continue to develop our direct sales. During the period we brought more sales operations into our own organization, this time in France.
Our clearly stated ambition to grow in the Sample Prep area does not just mean growth by acquisitions. We continue to develop our own product offering by investments in new products, but also by investments in new sales channels and improved sales support. A dedicated laboratory for applications
development in analytical chemistry has just been completed in the US. A corresponding initiative is made in Europe, with an increase of dedicated resources at the company's unit in Cardiff, Wales.
Biotage's marketing work in the peptide synthesis area continues to generate great market interest.
At comparable exchange rates sales increased by 24 % in the third quarter, although with low growth for the traditional product offering in medicinal chemistry, an area that is still suffering from strong price competition. Despite the unfavorable currency development, with translation differences regarding receivables and liabilities affecting the operating result negatively by 4.4 MSEK, the operating result improved compared to the same quarter last year and amounted to 4.8 MSEK (2.0 MSEK).
Since the third quarter 2009 the company has continued to repurchase own shares and at the reporting date owns almost 10 % of the number of outstanding shares.
The work to find suitable candidates for cooperation agreements or acquisitions continues.
Biotage has a strong financial position with net cash amounting to 175 MSEK at September 30.
Group net sales amounted to 109.5 MSEK, compared to 90.6 MSEK the third quarter 2009. At comparable exchange rates net sales increased by 24 %, the acquired business accounting for the major part of the growth.
The US was the biggest single market with 42 % (40) of the net sales. The EU area contributed 37 % (38), Japan 14 % (13) and the rest of the world 7 % (9).
The Group's gross margin was 59.3 % (56.5). An improved product mix and the products acquired from Caliper have influenced the gross margin positively.
The operating expenses have increased as a result of the acquisitions and exchange rate changes and amounted to 60.1 MSEK (49.2). Negative translation differences concerning receivables and liabilities amounted to 4.4 MSEK in the quarter.
The operating profit amounted to 4.8 MSEK (2.0) with an operating margin of 4.4 % (2.2).
Net financial income amounted to 0.3 MSEK (-0.3).
The result after tax amounted to 4.7 MSEK (1.2).
The investments amounted to 7.6 MSEK (11.5). Of this sum 5.0 MSEK (4.8) were capitalized development costs.
The amortizations amounted to 9.6 MSEK (7.5). Of this sum 5.3 MSEK (4.1) were capitalized development costs.
The cash flow from operating activities amounted to 7.0 MSEK (5.0).
Group net sales amounted to 312.8 MSEK compared to 294.6 MSEK the same period 2009. At comparable exchange rates net sales increased by 14 %.
The US was the single biggest market, with 38 % (41) of the net sales. The EU area contributed 36 % (39), Japan 15 % (12) and the rest of the world 11 % (8).
The Group's gross margin was 59.0 % (58.1). An improved product mix and the products acquired from Caliper have influenced the gross margin positively.
The operating expenses amounted to 167.5 MSEK (184.9). The operating expenses include acquisition costs to the amount of 2.0 MSEK. The corresponding period 2009 included restructuring costs to the amount of 21.2 MSEK, relating to the closing of the production in the US and the consolidation of the operations in the UK.
The operating profit amounted to 17.1 MSEK (-13.7), with an operating margin of 5.5 % (-4.6).
Net financial income amounted to 0.1 MSEK (0.4).
The result after tax amounted to 14.5 MSEK (-14.6).
The investments amounted to 163.4 MSEK (31.1). Of this sum 13.3 MSEK (17.9) were capitalized development costs. Investments in acquired companies and product lines totaled 144.1 MSEK (0).
MIP Technologies AB was acquired on April 30. The initial purchase sum corresponds to an enterprise value of 16 MSEK. The acquisition of MIP also means that additional payments based on the division of gross profit in certain areas may be made until the end of 2015. The agreement with the sellers does not stipulate a maximum amount and the uncertainty concerning the future result is considerable but has been estimated by the company to 29 MSEK.
The product lines RapidTrace® och TurboVap® and associated assets were acquired on May 25 from
Caliper Life Sciences, Inc for 16.5 MUSD (128.2 MSEK).
During the period tangible fixed assets were sold for 40.0 MSEK (0), primarily the company's real estate in the US.
Amortizations were made to the amount of 24.6 MSEK (24.5). Of this sum 13.7 MSEK (12.3) were amortizations of capitalized development costs.
The cash flow from operating activities amounted 45.5 MSEK (17.8), of this sum 23.4 MSEK (-3.5) were derived from divested operations.
At September 30, 2010 the Group's cash, securities and short term investments totaled 182.3 MSEK, compared to 364.9 MSEK at December 31, 2009. The Group's interest-bearing liabilities amounted to 7.5 MSEK, compared to 37.7 MSEK at December 31, 2009.
Own shares in the parent company were repurchased for 31.8 MSEK during the third quarter, and for a total of 63.6 MSEK since the repurchasing program was started in the third quarter 2009. No shares have been resold and at September 30, 2010 the company owed 8,741,612 own shares. The average price for the acquired shares is 7.27 SEK.
The Group reports a total goodwill of 548.3 (473.7) MSEK at September 30. This is attributable to the acquisitions of Personal Chemistry and Biotage LLC in 2003 and the acquisitions of Argonaut and Separtis in 2005. This year's change is due to the acquisitions of MIP Technologies AB and two product lines from Caliper Life Sciences, Inc., and to currency effects.
Other intangible fixed assets amounted to 51.7 MSEK (12.0) and capitalized development costs to 56.4 MSEK (49.9). The increase in 2010 is mainly attributable to the acquisitions of MIP Technologies and two product lines from Caliper Life Sciences, Inc.
At September 30, 2010 the equity capital amounted to 990.6 MSEK, compared to 1,089.0 MSEK at December 31, 2009.
Biotage has, as previously reported, been sued for patent infringement in the US. Biotage has convinced the US Patent and Trademark Office to re-examine the validity of all patents concerned. Biotage continues to believe that the other party lacks support for the alleged patent infringement.
At September 30, 2010 the Group had 272 employees, compared to 245 at the start of the year.
The Group's parent company, Biotage AB, has wholly owned subsidiaries in Sweden, the United States, United Kingdom, Germany, France, Italy and Japan. The parent company is responsible for Group management, strategic business development and administrative functions at Group level towards subsidiaries.
In the third quarter the parent company's net income amounted to 1.5 MSEK (1.5). For the whole ninemonth period net income amounted to 4.7 MSEK (4.6).
The result after financial items in the third quarter amounted to -5.4 MSEK (13.5). For the first nine months of the year the result after financial items was -8.3 MSEK (18.7).
The parent company's investments in intangible fixed assets during the third quarter amounted to 0.2 MSEK (0.3). In the whole nine-month period the investments in intangible fixed assets amounted to 0.5 MSEK (0.7).
In the second quarter the parent company acquired all shares in MIP Technologies AB at a price corresponding to an enterprise value of 16 MSEK. The parent company also supplied its US subsidiary 108.8 MSEK for the acquisition of two product lines from Caliper Life Sciences, Inc.
At September 30, 2010 the parent company's cash and bank balance and short-term investments amounted to 124.2 MSEK, compared to 330.0 MSEK at December 31, 2009. The reduction of cash and bank balance is mainly attributable to the acquisitions and the repurchasing of the company's own shares.
As an international Group, Biotage is exposed to various risks that affect the possibilities to achieve the established targets. There are operational risks, such as the risk that competitive situations affect price levels and sales volumes, and the risk that the economic development in the markets and segments where the Group operates is not stable. There are also financial risks, such as currency risks, interest risks and credit risks.
No major changes in significant risks or uncertainty factors have occurred during the period. A detailed account of Biotage's risks, uncertainty factors and the handling of these can be found in the company's Annual Report for 2009.
Readers wishing to study the risks and uncertainties reported in the 2009 Annual Report can download this report from Biotage AB's website www.biotage.com or order it from Biotage AB, Kungsgatan 76, SE-753 18 Uppsala or [email protected].
The year-end report for 2010 will be issued on February 10, 2011. The interim report for the first quarter 2011 will be issued on April 27, 2011. The Annual General Meeting will be held on April 27, 2011.
Uppsala October 26, 2010
Torben Jörgensen President and CEO
For further information, please contact:
Torben Jörgensen, President and CEO, phone: +46 707 49 05 84
Mats-Olof Wallin, CFO, phone: +46 705 93 52 73
The information in this press release is of the kind that Biotage AB (publ) is required to make public according to the Securities Business Act and/or the Financial Instruments Trading Act. The information was released for publication at 12.00 on October 26, 2010.
Biotage offers solutions, knowledge and experience in the areas of analytical chemistry and medicinal chemistry. The customers include the world's largest pharmaceutical and biotech companies, and leading academic institutes. The company is headquartered in Uppsala and has subsidiaries in the US, UK and Japan. Biotage has 269 employees and had sales of 394.1 MSEK in 2009. Biotage is listed on the NASDAQ OMX Nordic Stockholm stock exchange. Website: www.biotage.com
We have reviewed the interim report for Biotage AB for the period January 1 - September 30, 2010. The Board of Directors and the CEO are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
We conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review has a different focus and is substantially less in scope than an audit conducted in accordance with Standards on Auditing in Sweden RS and other generally accepted auditing practices in Sweden. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.
Based on our review, nothing has come to our attention that causes us to believe that the interim report is not, in all material respects, prepared for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.
Stockholm, October 26, 2010
Deloitte AB
Marcus Sörlander
Authorized Public Accountant
| 2010-07-01 | 2009-07-01 | 2010-01-01 | 2009-01-01 | 2009-01-01 | |
|---|---|---|---|---|---|
| Amounts in SEK thousands | 2010-09-30 | 2009-09-30 | 2010-09-30 | 2009-09-30 | 2009-12-31 |
| Net sales | 109 467 | 90 602 | 312 833 | 294 605 | 394 123 |
| Cost of sales | -44 531 | -39 426 | -128 216 | -123 378 | -169 025 |
| Gross profit | 64 937 | 51 176 | 184 617 | 171 227 | 225 098 |
| Distribution costs | -35 835 | -30 100 | -105 838 | -100 627 | -132 297 |
| Administrative expenses | -10 358 | -14 939 | -33 559 | -45 392 | -61 020 |
| Research and development costs | -9 972 | -7 844 | -29 192 | -24 519 | -34 130 |
| Other operating income | 0 | 3 844 | 7 019 | 7 366 | 10 951 |
| Other operating expenses | -3 929 | -116 | -5 938 | -21 746 | -18 725 |
| Operating expenses | -60 094 | -49 154 | -167 508 | -184 917 | -235 222 |
| Operating profit/loss | 4 843 | 2 022 | 17 109 | -13 691 | -10 123 |
| Financial net income | 347 | -253 | 50 | 444 | 1 124 |
| Profit/loss before income tax | 5 190 | 1 769 | 17 159 | -13 247 | -8 999 |
| Tax expenses | -508 | -385 | -2 636 | -1 272 | -818 |
| Profit/loss after tax for continuing operations | 4 682 | 1 384 | 14 523 | -14 519 | -9 818 |
| Profit/loss after tax for discontinued operations | - | -152 | - | -66 | 23 295 |
| Total profit/loss for the period | 4 682 | 1 232 | 14 523 | -14 586 | 13 477 |
| Other comprehensive income | |||||
| Translation differences related to | |||||
| non Swedish subsidiaries | -58 162 | -38 435 | -42 131 | -32 024 | -22 467 |
| Change in hedging reserve | - | -267 | - | 2 783 | 1 042 |
| Total other comprehensive income | -58 162 | -38 703 | -42 131 | -29 241 | -21 425 |
| Total comprehensive income for the period | -53 481 | -37 471 | -27 608 | -43 827 | -7 948 |
| 2010-07-01 2010-09-30 |
2009-07-01 2009-09-30 |
2010-01-01 2010-09-30 |
2009-01-01 2009-09-30 |
2009-01-01 2009-12-31 |
|||
|---|---|---|---|---|---|---|---|
| Attributable to parent company´s shareholders: | |||||||
| Total profit/loss for the period | 4 682 | 1 232 | 14 523 | -14 586 | 13 477 | ||
| Total comprehensive income for the period | -53 481 | -37 471 | -27 608 | -43 827 | -7 948 | ||
| Average shares outstanding | 82 130 982 | 88 469 886 | 84 817 108 | 88 480 842 | 88 262 934 | ||
| Average shares outstanding after | |||||||
| dilution | 82 130 982 | 88 469 886 | 84 817 108 | 88 480 842 | 88 262 934 | ||
| Shares outstanding at end of reporting period (*) | 88 486 320 | 88 486 320 | 88 486 320 | 88 486 320 | 88 486 320 | ||
| Total profit/loss for the period per share SEK | 0,06 kr | 0,01 kr | 0,17 kr | -0,16 kr | 0,15 kr | ||
| Total profit/loss for the period per share SEK | |||||||
| after dilution | 0,06 kr | 0,01 kr | 0,17 kr | -0,16 kr | 0,15 kr | ||
| Total comprehensive income for the period | |||||||
| per share SEK | -0,65 kr | -0,42 kr | -0,33 kr | -0,50 kr | -0,09 kr | ||
| Total comprehensive income for the period | |||||||
| per share after dilution SEK | -0,65 kr | -0,42 kr | -0,33 kr | -0,50 kr | -0,09 kr | ||
| (*) Of the numbers of shares outstanding are | |||||||
| repurchased as per end of reporting period | 8 741 612 | 158 779 | 8 741 612 | 158 779 | 1 578 109 | ||
| Quarterly summary 2010 and 2009 | 2010 | 2010 | 2010 | 2009 | 2009 | 2009 | 2009 |
| Amounts in KSEK | Q 3 | Q 2 | Q 1 | Q 4 | Q 3 | Q 2 | Q 1 |
| Net Sales | 109 467 | 103 502 | 99 863 | 99 519 | 90 602 | 104 411 | 99 591 |
| Cost of sales | -44 531 | -42 704 | -40 982 | -45 647 | -39 426 | -41 002 | -42 951 |
| Gross profit | 64 937 | 60 799 | 58 881 | 53 872 | 51 176 | 63 410 | 56 641 |
| Gross margin | 59,3% | 58,7% | 59,0% | 54,1% | 56,5% | 60,7% | 56,9% |
| Operating expenses | -60 094 | -53 166 | -54 248 | -50 304 | -49 154 | -57 435 | -78 328 |
| Operating profit/loss | 4 843 | 7 633 | 4 633 | 3 568 | 2 022 | 5 975 | -21 687 |
| Financial net income | 347 | 102 | -399 | 680 | -253 | 379 | 317 |
| Profit/loss before income tax | 5 190 | 7 734 | 4 235 | 4 248 | 1 769 | 6 354 | -21 370 |
| Tax expenses | -508 | -1 104 | -1 023 | 454 | -385 | -610 | -277 |
| Profit/loss after tax for continuing operations | 4 682 | 6 630 | 3 211 | 4 702 | 1 384 | 5 744 | -21 647 |
Profit/loss after tax for discontinued operations - - - 23 361 -152 -263 349 Total profit/loss for the period 4 682 6 630 3 211 28 063 1 232 5 480 -21 298
| Amounts in SEK thousands | 2010-09-30 | 2009-12-31 |
|---|---|---|
| ASSETS | ||
| NON-CURRENT ASSETS | ||
| Property, plant and equipment | 32 803 | 41 915 |
| Goodwill (note 1) | 548 320 | 473 661 |
| Other intangible assets | 108 061 | 61 970 |
| Financial assets | 2 657 | 2 293 |
| Deferred tax asset | 42 570 | 42 570 |
| Total non-current assets | 734 411 | 622 409 |
| Current assets | ||
| Inventories | 101 366 | 80 288 |
| Trade and other receivables | 99 158 | 121 228 |
| Cash cash equivalents and short time deposits | 182 348 | 364 902 |
| Total current assets | 382 871 | 566 417 |
| Total assets for continuing operations | 1 117 283 | 1 188 827 |
| Non-current assets held for sale | - | 38 563 |
| TOTALT ASSETS | 1 117 283 | 1 227 390 |
| EQUITY AND LIABILITIES | ||
| Capital and reserves attributable to equity holders of the | ||
| parent company | ||
| Share capital | 88 486 | 88 486 |
| Other paied-in capital | 4 993 | 4 993 |
| Reserves | -107 477 | -65 345 |
| Retained earnings | 1 004 645 | 1 060 893 |
| Total equity | 990 647 | 1 089 027 |
| Non-current liabilities | ||
| Liabilities to credit institutions | 6 684 | 7 615 |
| Non-current provisions | 31 389 | 2 913 |
| Total non-current liabilities | 38 073 | 10 528 |
| Current liabilities | ||
| Trade and others liabilities | 83 431 | 92 615 |
| Tax liabilities | 1 202 | 1 746 |
| Liabilities to credit institutions | 778 | 915 |
| Current provisions | 3 151 | 3 356 |
| Total current liabilities | 88 562 | 98 632 |
| Total equity and liabilities for continuing operations | 1 117 283 | 1 198 187 |
| Liabilities attributable to non-current assets held for sale | - | 29 203 |
| TOTAL EQUITY AND LIABILITIES | 1 117 283 | 1 227 390 |
| 2010-07-01 | 2009-07-01 | 2010-01-01 | 2009-01-01 | 2009-01-01 | |
|---|---|---|---|---|---|
| Amounts in SEK thousands | 2010-09-30 | 2009-09-30 | 2010-09-30 | 2009-09-30 | 2009-12-31 |
| Operating activities | |||||
| Profit/loss after financial items | 5 190 | 1 769 | 17 159 | -13 247 | -8 999 |
| Adjustments for non-cash items | 15 297 | 3 649 | 26 957 | 37 796 | 34 470 |
| 20 487 | 5 418 | 44 116 | 24 549 | 25 471 | |
| Income tax paid | -508 | -385 | -2 636 | -1 272 | -818 |
| Cash flow from operating activities | |||||
| before changes in working capital | 19 979 | 5 033 | 41 481 | 23 277 | 24 653 |
| Cash flow from changes in working capital: | |||||
| Increase (-)/ decrease (+) in inventories | -2 654 | 4 393 | -14 564 | 4 044 | 18 623 |
| Increase (-)/ decrease (+) in trade receivables | -1 464 | -3 989 | 5 924 | 1 677 | -1 863 |
| Increase (-)/ decrease (+) in other current receivables | 4 444 | -8 553 | 4 105 | -1 568 | -1 791 |
| Increase (+)/ decrease (-) in other liabilities | -13 342 | 7 637 | -14 771 | -6 155 | 269 |
| Cash flow from operating activities - continuing operations | 6 964 | 4 521 | 22 175 | 21 274 | 39 892 |
| Cash flow from operating activities - discontinued operations | - | 436 | 23 361 | -3 455 | -3 644 |
| Cash flow from operating activities | 6 964 | 4 957 | 45 536 | 17 818 | 36 248 |
| Investing activities | |||||
| Acquisition of intangible assets | -4 782 | -4 977 | -14 005 | -18 697 | -23 042 |
| Acquisition of property, plant and equipment | -2 237 | -6 444 | -4 635 | -12 278 | -16 257 |
| Acquisition of financial assets | -602 | -108 | -640 | -166 | -659 |
| Acquisitions of companies and product lines (note 2 | - | - | -144 116 | - | - |
| Sale of property and other non current assets | - | - | 39 884 | - | |
| Sale of financial assets | 46 | - | 144 | - | - |
| Cash flow from investing activities - continuing operations | -7 575 | -11 529 | -123 368 | -31 141 | -39 958 |
| Cash flow from investing activities - discontinued operations | - | - | - | - | |
| Cash flow from investing activities | -7 575 | -11 529 | -123 368 | -31 141 | -39 958 |
| Financing activities | |||||
| Dividend to shareholders | - | - | -17 303 | -17 697 | -17 697 |
| Buy-back of shares | -33 013 | -1 100 | -53 469 | -1 100 | -10 120 |
| New borrowing | - | - | - | 5 123 | - |
| Repayment of loans | 266 | -3 846 | -30 867 | -454 | -6 669 |
| Cash flow from financing activities - continuing operations | -32 747 | -4 945 | -101 639 | -14 128 | -34 486 |
| Cash flow from financing activities - discontinued operations Cash flow from financing activities |
- -32 747 |
- -4 945 |
- -101 639 |
- -14 128 |
- -34 486 |
| Cash flow for the period | -33 359 | -11 518 | -179 471 | -27 451 | -38 197 |
| Cash and liquid assets at beginning of period | 220 066 | 390 461 | 364 902 | 404 991 | 404 991 |
| Exchange differences in liquid assets | -4 360 | -4 484 | -3 083 | -3 081 | -1 892 |
| Cash and liquid assets at end of period | 182 348 | 374 459 | 182 348 | 374 459 | 364 902 |
| Additional information: | |||||
| Adjustments for non-cash items | |||||
| Depreciations and impairments | 9 627 | 7 498 | 24 619 | 24 456 | 35 332 |
| Other items | 5 671 | -3 848 | 2 338 | 13 340 | -862 |
| Total | 15 297 | 3 649 | 26 957 | 37 796 | 34 470 |
| Interest received | 421 | 321 | 788 | 2 323 | 3 367 |
| Interest paid | -74 | -574 | -737 | -1 879 | -2 243 |
| Amounts in SEK thousands | Share capital |
Other payed-in capital |
Accumulated translation reserve |
Hedging- reserve |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|
| Opening balance January 1, 2009 | 88 486 | 847 173 | -42 878 | -1 042 | 233 053 | 1 124 792 |
| Changes in equity in the period of January 1 - September 30, 2009 |
||||||
| Total comprehensive income | - | - | -32 024 | 2 783 | -14 586 | -43 827 |
| Total non-owners changes | 0 | 0 | -32 024 | 2 783 | -14 586 | -43 827 |
| Transacitions with equity holders of the company Dividend to shareholders of the parent company |
-17 697 | -17 697 | ||||
| Share buy-back by parent company (*) Distribution as adopted by EGM registered with the Swedish Companies Registration Office |
-1 100 | -1 100 | ||||
| on february 11, 2009 | - | -842 180 | 842 180 | 0 | ||
| Closing balance September 30, 2009 | 88 486 | 4 993 | -74 902 | 1 741 | 1 041 850 | 1 062 169 |
| Changes in equity in the | ||||||
| Total comprehensive income | - | - | 9 557 | -1 741 | 28 064 | 35 879 |
| Total non-owners changes | 0 | 0 | 9 557 | -1 741 | 28 064 | 35 879 |
| Transacitions with equity holders of the company | ||||||
| Closing balance December 31, 2009 | 88 486 | 4 993 | -65 345 | 0 | 1 060 893 | -9 021 1 089 027 |
| Changes in equity in the period of January 1 - September 30, 2010 |
||||||
| -27 608 | ||||||
| Total non-owners changes | 0 | 0 | -42 131 | 0 | 14 523 | -27 608 |
| Transacitions with equity holders of the company | ||||||
| Share buy-back by parent company (*) | -53 469 | -17 303 -53 469 990 647 |
||||
| period of October 1 - December 31, 2009 Share buy-back by parent company (*) Total comprehensive income Dividend to shareholders of the parent company Closing balance September 30, 2010 |
- 88 486 |
- 4 993 |
-42 131 -107 477 |
- 0 |
-9 021 14 523 -17 303 1 004 645 |
(*): Share buy-back
At the annual general meeting held on April 27, 2009 the Board was granted a mandate to purchase and transfer the Company´s own shares before the next annual meeting, provided Biotages´s total holding of its own shares does not exeed ten percent of the total number of shares. At the Annual General Meeting held on April 29, 2010 this authorization became renewed until the next Annual General Meeting in 2011. The company used this mandate to purchase a total of 8 741 612 shares between September 2009 and September 30, 2010 at an average purchase price of SEK 7.27. The number of repurchased shares corresponds to 9,88 percent of the number of issued shares. None repurchased shares have been sold.
| 2010-07-01 | 2009-07-01 | 2010-01-01 | 2009-01-01 | 2009-01-01 | |
|---|---|---|---|---|---|
| Amounts in SEK thousands | 2010-09-30 | 2009-09-30 | 2010-09-30 | 2009-09-30 | 2009-12-31 |
| Net sales | 1 513 | 1 548 | 4 670 | 4 591 | 6 126 |
| Administrative expenses | -3 811 | -5 411 | -12 812 | -13 748 | -19 652 |
| Research and development costs | -801 | -430 | -1 943 | -1 903 | -2 709 |
| Other operating income | - | 194 | 390 | 2 045 | 28 363 |
| Other operating expenses | -4 239 | 0 | -5 333 | -261 | -261 |
| Operating expenses | -8 851 | -5 647 | -19 699 | -13 867 | 5 742 |
| Operating profit/loss | -7 338 | -4 098 | -15 028 | -9 276 | 11 867 |
| Profit/loss from financial investments: | |||||
| Interest income from receivables from group companies | 2 708 | 2 722 | 8 553 | 12 292 | 15 226 |
| Interest expense from liabilities to group companies | -460 | -454 | -1 406 | -1 424 | -1 910 |
| Result from participations in group companies | -659 | 15 000 | -659 | 15 000 | 15 000 |
| Other interest and similar income | 338 | 304 | 702 | 2 296 | 3 009 |
| Interest and similar expense | -2 | -11 | -456 | -19 | -138 |
| Financial net income | 1 927 | 17 561 | 6 734 | 28 144 | 31 187 |
| Profit/loss before income tax | -5 411 | 13 463 | -8 294 | 18 868 | 43 054 |
| Tax expenses | - | - | - | - | - |
| Total profit/loss for the period | -5 411 | 13 463 | -8 294 | 18 868 | 43 054 |
| STATEMENT OF COMPREHENSIVE INCOME. PARENT | |||||
| Total profit/loss for the period Translation differences related to non Swedish subsidiaries |
-5 411 | 13 463 | -8 294 | 18 868 | 43 054 |
| -43 723 | -24 773 | -25 771 | -26 609 | -21 644 | |
| Total comprehensive income, parent | -49 135 | -11 310 | -34 065 | -7 741 | 21 410 |
| Amounts in SEK thousands | 2010-09-30 | 2009-12-31 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Intangible assets | ||
| Patents and licenses | 5 410 | 6 196 |
| Financial assets | ||
| Investments in group companies | 561 274 | 557 090 |
| Receivables from group companies Deferred tax asset |
254 047 42 570 |
179 583 42 570 |
| 857 891 | 779 243 | |
| Total non-current assets | 863 302 | 785 439 |
| Current assets | ||
| Current receivables Trade receivables |
- | - |
| Receivables from group companies | 74 320 | 62 565 |
| Other receivables | 493 | 2 054 |
| Prepaid expenses and accrued income | 1 038 | 25 463 |
| 75 851 | 90 082 | |
| Cash, cash equivalents and short time deposits | 124 144 | 330 038 |
| Total current assets | 199 995 | 420 120 |
| TOTAL ASSETS | 1 063 297 | 1 205 559 |
| EQUITY, PROVISIONS AND LIABILITIES | ||
| Equity | ||
| Restricted equity | ||
| Share capital | 88 486 | 88 486 |
| 88 486 | 88 486 | |
| Unrestricted equity | ||
| Fair value reserve Retained ernings |
-49 675 819 809 |
-23 904 847 526 |
| Profit/loss for the period reported | -8 294 | 43 054 |
| 761 840 | 866 676 | |
| Total equity | 850 327 | 955 164 |
| Current liabilities | ||
| Trade payables | 861 | 1 067 |
| Liabilities to group companies | 208 498 | 245 827 |
| Other current liabilities | 75 | 390 |
| Accrued expenses and prepaid income | 3 536 | 3 111 |
| 212 970 | 250 395 | |
| TOTAL EQUITY, PROVISIONS AND LIABILITIES | 1 063 297 | 1 205 559 |
| Pledged assets | 22 500 | 22 500 |
| Contingent liabilities | - | - |
| 2010-07-01 | 2009-07-01 | 2010-01-01 | 2009-01-01 | 2009-01-01 | |
|---|---|---|---|---|---|
| Amounts in SEK thousands | 2010-09-30 | 2009-09-30 | 2010-09-30 | 2009-09-30 | 2009-12-31 |
| Operating activities | |||||
| Profit/loss after financial items | -5 411 | 13 463 | -8 294 | 18 868 | 43 054 |
| Adjustments for non-cash items | 19 728 | 1 409 | 23 452 | -5 877 | -7 308 |
| Income tax paid | 14 316 - |
14 871 - |
15 158 - |
12 991 - |
35 746 - |
| Cash flow from operating activities | |||||
| before changes in working capital | 14 316 | 14 871 | 15 158 | 12 991 | 35 746 |
| Cash flow from changes in working capital: | |||||
| Increase (-)/ decrease (+) in other current receivables | 120 | 14 | 25 986 | 3 869 | -20 230 |
| Increase (+)/ decrease (-) in other liabilities | -34 091 | -28 345 | -50 915 | -7 604 | -13 684 |
| Cash flow from operating activities | -19 655 | -13 460 | -9 771 | 9 256 | 1 832 |
| Investing activities | |||||
| Acquisition of intangible assets | -167 | -95 | -537 | -823 | -905 |
| Acquisition of financial assets (note 2) | 0 | -42 | -124 815 | -42 | -42 |
| Cash flow from investing activities | -167 | -138 | -125 352 | -865 | -947 |
| Financing activities | |||||
| Dividend to shareholders | - | - | -17 303 | -17 697 | -17 697 |
| Buy-back of shares | -33 013 | -1 100 | -53 468 | -1 100 | -10 120 |
| Cach flow from financing activities | -33 013 | -1 100 | -70 771 | -18 797 | -27 818 |
| Cash flow for the period | -52 835 | -14 698 | -205 895 | -10 407 | -26 933 |
| Cash and liquid assets at beginning of period | 176 979 | 361 263 | 330 038 | 356 972 | 356 972 |
| Cash and liquid assets at end of period | 124 144 | 346 565 | 124 144 | 346 565 | 330 038 |
| Additional information: | |||||
| Adjustments for non-cash items | |||||
| Depreciation and impairment | 17 112 | 337 | 18 024 | 1 146 | 1 483 |
| Other items | 2 616 | 1 071 | 5 428 | -7 023 | -8 792 |
| Total | 19 728 | 1 409 | 23 452 | -5 877 | -7 308 |
| Interest received | 3 047 | 3 026 | 9 255 | 14 587 | 18 234 |
| Interest paid | -462 | -465 | -1 863 | -1 443 | -2 048 |
| Share | Statutory | Fair value | Retained | Total | |
|---|---|---|---|---|---|
| Amounts in SEK thousands | capital | reserve | reserve | earnings | qeuity |
| Opening balance January 1, 2009 | 88 486 | 842 180 | -2 260 | 33 150 | 961 556 |
| Changes in equity in the period of January 1 - September 30, 2009 |
|||||
| Distribution as adopted by EGM registered | |||||
| with the Swedish Companies Registration Office on february 11, 2009 Disposition enligt årsstämman |
- | -842 180 | - | 842 180 | 0 |
| Distribution as adopted by AGM: | - | - | - | -17 697 | -17 697 |
| Dividend to shareholders of the parent | - | - | -1 100 | -1 100 | |
| Total comprehensive income | - | - | -26 609 | 18 868 | -7 741 |
| Closing balance September 30, 2009 | 88 486 | 0 | -28 869 | 875 401 | 935 018 |
| Changes in equity in the period of October 1 - December 31, 2009 |
|||||
| Återköpta egna aktier (*) | - | - | - | -9 020 | -9 020 |
| Erhållet koncernbidrag | - | - | - | 15 | 15 |
| Summa totalresultat för perioden | - | - | 4 965 | 24 185 | 29 151 |
| Utgående balans 31 december 2009 | 88 486 | 0 | -23 904 | 890 580 | 955 164 |
| Changes in equity in the | |||||
| period of January 1 - September 30, 2010 | 0 | ||||
| Share buy-back by parent company (*) | - | - | -53 468 | -53 468 | |
| Group contribution received | - | - | -17 303 | -17 303 | |
| Total comprehensive income | - | - | -25 771 | -8 294 | -34 065 |
| Closing balance September 30, 2010 | 88 486 0 | 0 | -49 675 | 811 515 | 850 327 |
(*): Share buy-back
At the annual general meeting held on April 27, 2009 the Board was granted a mandate to purchase and transfer the Company´s own shares before the next annual meeting, provided Biotages´s total holding of its own shares does not exeed ten percent of the total number of shares. At the Annual General Meeting held on April 29, 2010 this authorization became renewed until the next Annual General Meeting in 2011.
The company used this mandateto purchase a total of 8 741 612 shares between September 2009 and September 30, 2010 at an average purchase price of SEK 7.27. The number of repurchased shares corresponds to 9,88 percent of the number of issued shares. None repurchased shares have been sold.
Biotage's Group reporting is based on International Financial Reporting Standards as adopted by the EU. The Group's interim report is prepared in accordance with IAS 34 Interim Reporting, and the Swedish Accounting Act. The parent company's interim report is prepared in accordance with the Swedish Accounting Act and The Swedish Financial Reporting Board's recommendation RFR 2.3 Reporting for legal entities.
The revised IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements are applied for acquisitions and transactions carried out January 1, 2010 or later. The changes in these standards among other things mean that transactions with minority holders, where the controlling interest remains, shall be reported as transactions between the owners (as equity). Furthermore, the rules for reporting of conditional purchase sums have been changed, so that the acquisition value of a business acquisition is reported at one point in time. Subsequent adjustments of the acquisition value are reflected in the income statement. Costs related to acquisitions must not be included in the acquisition value of a business acquisition, but are reported as a cost item in the income statement. The approach in the reporting of gradual acquisitions has been changed, which means that at the time of the transaction (when controlling interest is obtained) the actual value is calculated according to the previously owned share. The acquisition cost thus consists of the actual value of the previously owned share plus the purchase sum for the newly acquired share. Any change in the value of the previously owned share is reported as a profit or loss in the income statement.
In all other respects the same accounting principles and calculation methods were applied in the preparation of the Group's and the parent company's interim report as in the preparation of Biotage's Annual Report for 2009. These are described on pp. 38-49 in the Annual Report.
Readers wishing to study the accounting principles presented in the 2009 Annual Report can download this report from Biotage AB's website www.biotage.com or order it from Biotage AB, Kungsgatan 76, SE-753 18 Uppsala, Sweden, or [email protected].
| Note 1: Goodwill in group balance sheet |
KSEK | ||
|---|---|---|---|
| Opening balance at January 1, 2010 | 473 661 | ||
| Closing balance as per March 31, 2010 | Change in value due to exchange rate changes January - March 2010 | -3 804 469 857 |
|
| Change in balance due to acquisition as follows: | |||
| MIP Technologies AB | (shares) | 21 876 | |
| Caliper Life Sciences | (product lines) | 67 974 | 89 850 |
| Change in value due to exchange rate changes April - June 2010 | 15 781 | ||
| Closing balance as per June 30, 2010 | 575 488 | ||
| acquired entities: | Change in balance due to acquisition and reviewed open balances in the | ||
| MIP Technologies AB | 13 799 | ||
| Caliper Life Sciences | -441 | 13 358 | |
| Change in value due to exchange rate changes July - September 2010 | -40 526 | ||
| Closing balance as per September 30, 2010 | 548 320 |
In second quarter 2010 the Group acquired all shares in the Swedish company MIP Technologies AB and two product lines from the American company Caliper Life Sciences Inc.
In the CEO:s comments to this report on page 2 the scope, background and aim of the acquisition are described.
Below the reported information is complemented by financial information that acquiring companies are required to submit according to IFRS 3 "Business Combinations".
The financial information is more easy to put into context if the written information referred to above is read first.
The figures stated below are preliminary concerning the value of assets, liabilities and contingent liability taken over.
| 1. Comprenhensive information. | Caliper | |||
|---|---|---|---|---|
| MIP | Life sciences | |||
| Technologies AB | product lines | Total | ||
| KSEK | KSEK | KSEK | ||
| Parent company´s cash payments | 16 000 | 108 815 | 124 815 | |
| Cash payments by subsidiaries | -130 | 19 431 | 19 301 | |
| Group cash payments | 15 870 | 128 246 | 144 116 | |
| Expected additional payments | 28 799 | - | 28 799 | |
| The Group acquisition expenditure | 44 669 | 128 246 | 172 915 | |
| Assets taken over excl liquid assets | 13 626 | 22 845 | 36 472 | |
| Liabilities and contingent liability | -4 633 | -3 581 | -8 213 | |
| Net assets taken over | 8 994 | 19 265 | 28 258 | |
| Surplus on consolidation distributed as follows: |
35 675 | 108 981 | 144 657 | |
| Goodwill on consolidation | 35 675 | 67 533 | 103 208 | |
| Intangible fixed assets | - | 41 426 | 41 426 | |
| Tangible fixed assets | - | 155 | 155 | |
| Inventory | - | -132 | -132 | |
| Total surplus on consolidation | 35 675 | 108 981 | 144 657 |
Costs directly attributable to the acquisitions have been charged to the group operating result: July-September 2010 0 April - June 2010 2 009 January - March 2010 0
| Date of acquisition: Type of acquisition acquired share: |
2010-04-30 Company Shares 100 percent |
|
|---|---|---|
| Total acquisition cost | KSEK | 44 799 |
| Whereof expected additional payments |
KSEK | 28 799 |
| Opening | ||||||
|---|---|---|---|---|---|---|
| According to | Adjustments | balance | ||||
| the company´s | Biotage´s | Expected | Total | according | on the Groups | |
| balance sheet | fund | additional | acquisition | to | balance sheet | |
| Acquisition analysis | April 30, 2010 | contribution | payments | cost | IFRS 3 | April 30, 2010 |
| KSEK | KSEK | KSEK | KSEK | KSEK | KSEK | |
| Parent company´s cash payments | 2 885 | 13 115 | 16 000 | 16 000 | ||
| Liquid assets in the company | -130 | -130 | -130 | |||
| Sub-total in the Groups cash | ||||||
| flow report September 30, 2010 | 2 885 | 12 985 | 0 | 15 870 | 0 | 15 870 |
| Additional payments | 28 799 | 28 799 | 28 799 | |||
| The Group acquisition expenditure | 2 885 | 12 985 | 28 799 | 44 669 | 0 | 44 669 |
| Assets | ||||||
| Intangible fixed assets | 8 870 | 8 870 | 8 870 | |||
| Goodwill on consolidation | 0 | 35 675 | 35 675 | |||
| Tangible fixed assets | 1 231 | 1 231 | 1 231 | |||
| Inventory | 1 573 | 1 573 | 1 573 | |||
| Current receivables | 1 922 | 31 | 1 953 | 1 953 | ||
| Liquid assets | 130 | 130 | 130 | |||
| Total assets | 13 595 | 161 | 0 | 13 756 | 35 675 | 49 432 |
| Equity and liabilities | ||||||
| Long-term liabilities | 11 201 | -10 035 | 1 166 | 1 166 | ||
| Provisions | 0 | 28 799 | 28 799 | |||
| Current liabilities | 5 845 | -2 378 | 3 466 | 3 466 | ||
| Equity | -3 451 | 12 574 | 0 | 9 124 | 6 876 | 16 000 |
| Total equity and liabilities | 13 595 | 161 | 0 | 13 756 | 35 675 | 49 432 |
| Date of acquisition: Type of acquisition acquired share: |
2010-05-25 Two product lines and their net assets 100 percent |
|||
|---|---|---|---|---|
| Total acquisition cost Whereof expected |
KSEK | 128 246 | (KUSD 16 500) | |
| additional payments | KSEK | 0 |
| Opening | |||
|---|---|---|---|
| Balance sheet | balance | ||
| items | Adjustments | on the Groups | |
| taken over | according to | balance sheet | |
| Acquisition analysis | May 25, 2010 | IFRS 3 | May 25, 2010 |
| KSEK | KSEK | KSEK | |
| Parent company´s cash payments | 108 815 | 108 815 | |
| Subsidiary Biotage LLC:s cash payments | 19 431 | 19 431 | |
| The Group acquisition expenditure | 128 246 | 0 | 128 246 |
| Assets | |||
| Intangible fixed assets | 41 426 | 41 426 | |
| Goodwill on consolidation | 67 533 | 67 533 | |
| Tangible fixed assets | 155 | 155 | |
| Inventory | 10 263 | -132 | 10 131 |
| Current receivables | 12 582 | 12 582 | |
| Total assets | 22 845 | 108 981 | 131 827 |
| Equity and liabilities | |||
| Provisions | 1 861 | 1 861 | |
| Current liabilities | 1 719 | 1 719 | |
| Net assets | 19 265 | 108 981 | 128 246 |
| Total equity and liabilities | 22 845 | 108 981 | 131 827 |
The following operating results have not been charged with common costs as sales/marketing and administration.
From the day of acquisition to June 30, 2010: Caliper
| MIP | Life sciences | ||
|---|---|---|---|
| Technologies AB | product lines | Total | |
| KSEK | KSEK | KSEK | |
| Net sales | 2 211 | 6 296 | 8 507 |
| Operating expenses | -3 915 | -5 016 | -8 931 |
| Operating result | -1 704 | 1 280 | -424 |
| The period July 1 - September 30, 2010 | Caliper | |||
|---|---|---|---|---|
| MIP | Life sciences | |||
| Technologies AB | product lines | Total | ||
| KSEK | KSEK | KSEK | ||
| Net sales | 1 821 | 17 358 | 19 179 | |
| Operating expenses | -4 000 | -8 360 | -12 360 | |
| Operating result | -2 179 | 8 998 | 6 819 |
From the day of acquisition to September 30, 2010: Caliper
| MIP | Life sciences | |||
|---|---|---|---|---|
| Technologies AB | product lines | Summa | ||
| KSEK | KSEK | KSEK | ||
| Net sales | 4 032 | 23 654 | 27 686 | |
| Operating expenses | -7 915 | -13 376 | -21 291 | |
| Operating result | -3 883 | 10 278 | 6 395 |
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