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Kamada Ltd.

Annual Report Nov 12, 2018

6874_rns_2018-11-12_2dbf6557-5ff8-4d6f-aecb-1115a4e185d1.pdf

Annual Report

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CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018

TABLE OF CONTENTS

Page
Consolidated Balance Sheets 2
Consolidated Statements of Comprehensive Income 3
Consolidated Statements of Changes in Equity 4-6
Consolidated Statements of Cash Flows 7-8
Notes to the Consolidated Financial Statements 9-19

CONSOLIDATED BALANCE SHEETS

As of September 30,
As of December 31,
2018 2017
Unaudited Audited
In thousands
Current Assets
Cash and cash equivalents \$
12,871
\$
12,156
\$
12,681
Short-term investments 32,051 27,986 30,338
Trade receivables, net 14,826 21,980 30,662
Other accounts receivables 1,857 2,683 2,132
Inventories 28,934 23,144 21,070
90,539 87,949 96,883
Property, plant and equipment, net 24,406 23,597 25,178
Other long term assets 176 443 49
24,582 24,040 25,227
\$
115,121
\$
111,989
\$
122,110
Current Liabilities
Current maturities of loans and capital leases 585 602 614
Trade payables 11,512 12,004 18,036
Other accounts payables 4,662 6,299 5,820
Deferred revenues 1,854 4,816 4,927
18,613 23,721 29,397
Non-Current Liabilities
Loans and capital leases 880 1,501 1,370
Deferred revenues 677 1,000 707
Employee benefit liabilities, net 1,035 2,057 1,144
2,592 4,558 3,221
Shareholder's Equity
Ordinary shares 10,406 10,399 10,400
Additional paid in capital 178,873 177,193 177,874
Capital reserve due to translation to presentation currency (3,490) (3,490) (3,490)
Capital reserve from hedges (8) 57 46
Capital reserve from available for sale financial assets (5) 34 (4)
Capital reserve from share-based payments 9,246 10,413 9,566
Capital reserve from employee benefits (337) (81) (337)
Accumulated deficit (100,769) (110,815) (104,563)
93,916 83,710 89,492
\$
115,121
\$
111,989
\$
122,110

Consolidated Statements of Profit or Loss and Other Comprehensive Income

(Loss)

Nine months period ended
September 30,
2018
2017 2018 Three months period ended
September 30,
2017
Year ended
December 31,
2017
Unaudited Audited
Revenues from proprietary products
Revenues from distribution
47,646
18,612
50,568
16,547
9,454
5,521
17,058
5,860
79,559
23,266
Total revenues 66,258 67,115 14,975 22,918 102,825
Cost of revenues from proprietary
products
Cost of revenues from distribution
30,506
15,536
32,727
13,930
7,869
4,587
11,509
4,961
51,335
19,402
Total cost of revenues 46,042 46,657 12,456 16,470 70,737
Gross profit 20,216 20,458 2,519 6,448 32,088
Research and development expenses
Selling and marketing expenses
General and administrative expenses
Other expenses
7,174
2,724
6,132
311
10,056
3,133
6,270
-
2,323
818
1,902
-
3,418
1,021
2,323
-
11,973
4,398
8,273
-
Operating income ( loss) 3,875 999 (2,524) (314) 7,444
Financial income
Financial expenses
Income (expense) in respect of
currency exchange differences and
628
(297)
266
(50)
214
(84)
92
(14)
500
(162)
derivatives instruments, net 334 (479) 3 - (612)
Income ( loss) before taxes
Taxes on income
4,540
(11)
736
87
(2,391)
-
(236)
-
7,170
269
Net Income ( loss) 4,551 649 (2,391) (236) 6,901
Other Comprehensive Income
(loss):
Items that may be reclassified to
profit or loss in subsequent periods:
Gain (loss) from securities measured
at fair value through other
comprehensive income
Gain (loss) on cash flow hedges
Net amounts transferred to the
(1)
(88)
15
303
28
56
3
(69)
(23)
329
statement of profit or loss for cash
flow hedges
Items that will not be reclassified to
profit or loss in subsequent periods:
Actuarial gain (loss) from defined
34 (219) 27 (103) (256)
benefit plans
Total comprehensive income (loss)
-
\$
4,496
-
\$
748
-
\$ (2,280)
-
\$
(405)
\$ (256)
6,695
Income (loss) per share attributable
to equity holders of the Company:
Basic income (loss) per share \$
0.11
\$
0.02
\$ (0.06) \$
(0.01)
\$ 0.18
Diluted income (loss) per share \$
0.11
\$
0.02
\$ (0.06) \$
(0.01)
\$ 0.18

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share
capital
Additional
paid in
capital
Capital reserve from
securities
measured at fair
value
through other
comprehensive
income
Capital reserve
due to translation
to presentation
currency
Capital
reserve
from
hedges
Capital
reserve from
sharebased
payments
Capital
reserve from
employee
benefits
Accumulated
deficit
Total
equity
In thousands
Balance as of January 1, 2018 (audited)
Cumulative effect of initially applying IFRS 15
\$ 10,400
-
\$
177,874
-
\$ (4)
-
\$
(3,490)
-
\$ 46
-
\$ 9,566
-
\$
(337)
-
\$
(104,563)
(757)
\$ 89,492
(757)
Balance as at January 1, 2018 (after initially
applying IFRS 15)
Net income
10,400
-
177,874
-
(4)
-
(3,490)
-
46
-
9,566
-
(337)
-
(105,320)
4,551
88,735
4,551
Other comprehensive loss - - (1) - (54) - - - (55)
Total comprehensive income (loss) - - (1) - (54) - - 4,551 4,496
Exercise and forfeiture of share-based payment into
shares
Cost of share-based payment
6
-
999
-
-
-
-
-
-
-
(999)
679
-
-
-
-
6
679
Balance as of September 30, 2018 \$ 10,406 \$
178,873
\$ (5) \$
(3,490)
\$ (8) \$ 9,246 \$
(337)
\$
(100,769)
\$ 93,916
Share
capital
Additional
paid in
capital
Capital reserve
from Available
for sale
financial assets
Capital reserve
due to translation
to presentation
currency
Capital
reserve
from
hedges
Capital
reserve from
sharebased
payments
Capital
reserve from
employee
benefits
Accumulated
deficit
Total
equity
In thousands
Balance as of January 1, 2017 (audited) \$
9,320
\$
162,671
\$ 19 \$ (3,490) \$ (27) 9,795 \$ (81) \$ (111,464) \$
66,743
Net income - - - - - - - 649 649
Other comprehensive income - - 15 - 84 - - - 99
Total comprehensive income (loss) - - 15 - 84 - - 649 748
Exercise and forfeiture of share-based payment into shares 2 41 - - - (41) - - 2
Issuance of ordinary shares, net of issuance costs 1,077 14,481 - - - - - - 15,558
Cost of share-based payment - - - - - 659 - - 659
Balance as of September 30, 2017 \$ 10,399 \$
177,193
\$ 34 \$ (3,490) \$ 57 \$ 10,413 \$ (81) \$ (110,815) \$
83,710

KAMADA LTD CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Capital reserve from
securities
measured at fair value
through other
Capital reserve Capital Capital Capital
Additional due to translation
to presentation
reserve
from
reserve from reserve from
Share
capital
paid in
capital
comprehensive sharebased employee
benefits
income
currency
hedges
payments
In thousands
Balance as of July 1, 2018 \$ 10,403 \$
178,745
\$ (33) \$ (3,490) \$ (91) \$ 9,080 \$ (337) \$ (98,378) \$
95,899
Net loss - - - - - - - (2,391) (2,391)
Other comprehensive income - - 28 - 83 - - - 111
Total comprehensive income (loss) - - 28 - 83 - - (2,391) (2,280)
Exercise and forfeiture of share-based payment into shares 3 128 - - - (128) - - 3
Cost of share-based payment - - - - - 294 - - 294
Balance as of September 30, 2018 \$ 10,406 \$
178,873
\$ (5) \$ (3,490) \$ (8) \$ 9,246 \$ (337) \$ (100,769) \$
93,916
Share Additional
paid in
Capital reserve
from Available
for sale
Capital reserve
due to translation
to presentation
Capital
reserve
from
Capital
reserve from
sharebased
Capital
reserve from
employee
Accumulated Total
capital capital financial assets currency hedges payments benefits deficit equity
In thousands
Balance as of July 1, 2017 \$
9,321
\$ 162,686 \$
31
\$
(3,490)
\$
229
\$
10,221
\$
(81)
\$
(110,579)
\$
68,338
net income - - - - - - - (236) (236)
Other comprehensive loss - - 3 - (172) - - - (169)
Total comprehensive income (loss) - - 3 - (172) - - (236) (405)
Exercise and forfeiture of share-based payment into shares 1 26 - - - (26) - - 1
Issuance of ordinary shares, net of issuance costs 1,077 14,481 - - - - - - 15,558
Cost of share-based payment - - - - - 218 - - 218
Balance as of September 30, 2017 \$ 10,399 \$ 177,193 \$
34
\$
(3,490)
\$
57
\$
10,413
\$
(81)
\$
(110,815)
\$
83,710

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Additional
Share
paid in
capital
capital
Capital reserve
from Available
for sale
financial assets
Capital reserve
due to translation
to presentation
currency
Capital
reserve
from
hedges
Capital
reserve from
sharebased
payments
Capital
reserve from
employee
benefits
Accumulated
deficit
Total
equity
In thousands
Balance as of December 31, 2016 (audited) \$ 9,320 \$
162,671
\$ 19 \$ (3,490) \$ (27) \$ 9,795 \$ (81) \$ (111,464) \$ 66,743
Net income - - - - - - - 6,901 6,901
Other comprehensive income (loss) - - (23) - 73 - (256) - (206)
Total comprehensive income (loss) - - (23) - 73 - (256) 6,901 6,695
Exercise and forfeiture of share-based payment into shares 3 712 - - - (712) - - 3
Issuance of ordinary shares, net of issuance costs 1,077 14,491 - - - - - - 15,568
Cost of share-based payment - - - - - 483 - - 483
Balance as of December 31, 2017 (audited) \$ 10,400 \$
177,874
\$ (4) \$ (3,490) \$ 46 \$ 9,566 \$ (337) \$ (104,563) \$ 89,492

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months period Ended
September, 30
Three months period Ended
September, 30
Year Ended
December 31,
2018 2017 2018 2017 2017
Unaudited Audited
In thousands
Cash Flows from Operating Activities
Net income (loss) \$4,551 \$649 \$(2,391) \$(236) \$6,901
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Adjustments to the profit or loss items:
Depreciation and impairment 2,814 2,648 874 903 3,523
Financial expenses (income), net (665) 263 (133) (78) 274
Cost of share-based payment 679 659 294 218 483
Income tax expense (income) (11) 87 - - 269
Gain (loss) from sale of property and equipment 70 (49) - (4) (52)
Change in employee benefit liabilities, net (109) 278 (18) 137 166
2,778 3,886 1,017 1,176 4,663
Changes in asset and liability items:
Decrease (increase) in trade receivables, net 15,346 (2,924) 9,929 863 (9,967)
Decrease (increase) in other accounts receivables (179) (393) (16) (547) 328
Decrease (increase) in inventories (7,864) 2,450 (1,561) 928 4,524
Decrease (increase) in deferred expenses 522 872 91 (132) 594
Decrease in trade payables (6,394) (3,885) (4,786) (1,906) (838)
Increase (decrease) in other accounts payables (1,117) 716 (141) (473) 71
Decrease in deferred revenues (3,860) (1,691) (1,286) (1,238) (2,930)
(3,546) (4,855) 2,230 (2,505) (8,218)
Cash received (paid) during the year for:
Interest paid (42) (16) (12) (7) (21)
Interest received 451 266 204 117 399
Taxes paid (17) (14) (8) (4) (116)
392 236 184 106 262
Net cash provided by (used in) operating activities \$4,175 \$(84) \$1,040 \$(1,459) \$3,608

CONSOLIDATED STATEMENTS OF CASH FLOWS

Ended Nine months period Three months period
Ended
Year Ended
September, 30 September, 30 December 31,
2018 2017 2018 2017 2017
Unaudited Audited
In thousands
Cash Flows from Investing Activities
Proceeds from sale of (investment in) short
term investments, net
\$(1,747) \$ (9,068) \$207 \$ (12,041) \$(11,501)
Purchase of property and equipment and
intangible assets
(2,033) (3,407) (534) (792) (4,167)
Proceeds from sale of property and equipment 15 57 - 4 60
Net cash used in investing activities (3,765) (12,418) (327) (12,829) (15,608)
Cash Flows from Financing Activities
Proceeds from exercise of share base
payments
6 2 3 1 3
Receipt of long-term loans - 279 - 279 279
Repayment of long-term loans (450) (380) (149) (142) (530)
Proceeds from issuance of ordinary shares, net - 15,558 - 15,558 15,568
Net cash provided by (used in) financing
activities
(444) 15,459 (146) 15,696 15,320
Exchange differences on balances of cash and
cash equivalent
224 (769) (52) (276) (607)
Increase in cash and cash equivalents 190 2,188 515 1,132 2,713
Cash and cash equivalents at the beginning of
the period
12,681 9,968 12,356 11,024 9,968
Cash and cash equivalents at the end of the
period
\$12,871 \$12,156 \$12,871 \$12,156 \$12,681
Significant non-cash transactions
Purchase of property and equipment through
capital lease - 282 - - 282
Purchase of property and equipment \$215 \$398 \$215 \$398 \$1,681

Note 1:- General

These Financial Statements have been prepared in a condensed format as of September 30, 2018 and for the three and nine months then ended ("interim consolidated financial statements").

These financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2017 and for the year then ended and the accompanying notes ("annual consolidated financial statements").

Note 2:- Significant Accounting Policies

a. Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, "Interim Financial Reporting".

b. Implementation of new accounting standards

The accounting policy applied in the preparation of the interim consolidated financial statements is consistent with that applied in the preparation of the annual consolidated financial statements, except for the following:

1. IFRS 15 – Revenues from contracts with customers

IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

The Company adopted IFRS 15 using the modified retrospective method of adoption and elected to apply that method to all contracts that were not completed at the date of initiall application. The table below disclose IFRS 15 implementation impact for January 1, 2018, September 30, 2018 and the three and nine month then ended:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2:- Significant Accounting Policies (Cont.)

As of January 01, 2018
before implementaion of
IFRS 15
Difference As of January ,01 2018
according to IFRS 15
Accumulated deficit (104,563) (757) (105,320)
Before implementation of
IFRS 15
Difference According to IFRS 15
As of September 30, 2018
Current Liabilities
Deferred revenues
2,322 209 2,531
Before implementation of
IFRS 15
Difference According to IFRS 15
Nine months period ended September 30,2018
Revenues from proprietary products 47,041 605 47,646
Financial Income (expense)
Net income (loss)
722
4,003
(57)
548
665
4,551
Three months period ended September Before implementation of
IFRS 15
Difference According to IFRS 15
30,2018
Revenues from proprietary products 9,248 206 9,454
Financial Income (expense) 144 (11) 133

Net income (loss) (2,586) 195 (2,391)

There is no material impact on the basic and diluted EPS and on the statement of cash flow.

The Company is in the business of development, manufacturing and sale of plasma-derived therapeutics products and distribution in Israel of drugs manufacture by other companies. In addition, the Company received certain milestone and advances from Commercialization, Distribution and License Agreements with strategic partners.

Sale of goods

Application of the IFRS 15 to contracts with customers in which the sale of product is generally expected to be the only performance obligation does not have any impact on the Company's profit or loss following implementation of IFRS 15. The revenue recognition occurs at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Customers payment terms are as acceptable in the industry.

Note 2:- Significant Accounting Policies (Cont.)

In implementation of IFRS 15, the Company is considering the following:

a. Variable consideration

Some contracts with customers provide a right of return, trade discounts or volume rebates. Currently, the Company recognizes revenue from the sale of goods measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. If revenue cannot be reliably measured, the Company defers revenue recognition until the uncertainty is resolved. Such provisions give rise to variable consideration under IFRS 15, which are estimated at contract inception.

IFRS 15 requires that the variable consideration be estimated conservatively to prevent over-recognition of revenue.

The Company continues to assess individual contracts to determine the estimated variable consideration and related constraint. There is no impact of IFRS 15 on the financial statements.

b. Upfront and milestone payments

Agreements with strategic partner that include upfront and milestone payments contain a performance obligation that is satisfied over time given that the customer simultaneously receives and consumes the benefits provided by the Company. Until December 31, 2017, the Company deferred the upfront payments and recognized revenue over time by reference to the stage of completion.

Prior to the adoption of IFRS 15, the Company presented these advances as Deferred revenue in the statement of financial position. No interest was accrued on the long-term advances received under the previous accounting policy.

Under IFRS 15, the Company continues to recognize revenue for upfront payments over time rather than at a point of time. The Company identified the existence of a significant financing component resulting from an upfront payment. As of January 1, 2018 an amount of \$ 757 thousands was recognized as an increase of the deferred revenue against accumulated deficit and through 2018 will be recognize as revenue against finance expense in the financial statements. The majority of the deferred revenue will be recognized as revenue in 2018.

c. Presentation and disclosure

As required for the condensed interim financial statements, the Company disaggregated revenue recognised from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company also disclosed information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. Refer to Note 3 for the disclosure on disaggregated revenue.

Note 2:- Significant Accounting Policies (Cont.)

2. IFRS 9 - Financial Instruments

In July 2014, the IASB completed the final element of its comprehensive response to the financial crisis by issuing IFRS 9 Financial Instruments. The package of improvements introduced by IFRS 9 includes a logical model for classification and measurement, a single, forward-looking 'expected loss' impairment model and a substantially-reformed approach to hedge accounting. Certain securities that were measured at Fair Value through profit and loss are being measured at Fair Value through other comprehensive income (loss) due to implementation of IFRS 9, starting from January 1, 2018. In addition, the Company measures expected credit loss of the securities that are measured at fair value

a. Classification and measurement

Comprehensive income (loss). There is no material impact from the adoption of IFRS 9 on the financial statements of the Company. Except for trade receivables, under IFRS 9, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

Under IFRS 9, debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Company's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the 'SPPI criterion').

The new classification and measurement of the Company's debt financial assets are, as follows:

  • Debt instruments at amortised cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category includes the Company's Trade and other receivables.
  • Debt instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition. Financial assets in this category are the Company's quoted debt instruments that meet the SPPI criterion and are held within a business model both to collect cash flows and to sell. Under IAS 39, the Company's quoted debt instruments were classified as available-for-sale (AFS) financial assets.

Financial assets at FVPL comprise derivative instruments and quoted equity instruments which the Company had not irrevocably elected, at initial recognition or transition, to classify at FVOCI. This category would also include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Under IAS 39, the Company's quoted equity securities were classified as AFS financial assets.

b. Impairment

The adoption of IFRS 9 has changed the Company's accounting for impairment losses for financial assets by replacing IAS 39's incurred loss approach with a forward-looking expected credit loss (ECL) approach. IFRS 9 requires the Company to record an allowance for ECLs for all loans and other debt financial assets not held at FVPL.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2:- Significant Accounting Policies (Cont.)

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive. For other debt financial assets (i.e., debt securities at FVOCI), the ECL is based on the 12-month ECL. The 12-month ECL is the portion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the reporting date.

c. Hedge accounting

The Company applied hedge accounting prospectively. At the date of the initial application, all of the Company's existing hedging relationships were eligible to be treated as continuing hedging relationships. The adoption of the hedge accounting requirements of IFRS 9 had no significant impact on the Company's financial statements.

c. Reclassification of prior periods' amounts

Certain amounts in the second quarter of 2018 financial statements have been reclassified. The reclassification had no effect on previously reported net loss or shareholders' equity.

Note 3:- Operating Segments

a. General:
The company has two operating segments, as follows:
Proprietary Products - Manufacture and sale of plasma-derived therapeutics products.
Distribution - Distribution in Israel of imported drugs products, manufacture by third
parties, most of which are produced from plasma derived products.

Note 3:- Operating Segments (Cont.)

b. Reporting on operating segments:

Proprietary
Products
Distribution Total
In thousands
Unaudited
Nine months period ended September 30, 2018
Revenues \$ 47,646 \$ 18,612 \$ 66,258
Gross profit \$ 17,140 \$ 3,076 \$ 20,216
Unallocated corporate expenses (16,341)
Finance income, net 665
Gain before taxes on income \$ 4,540
Proprietary
Products
Distribution Total
In thousands
Unaudited
Nine months period ended September 30, 2017
Revenues \$ 50,568 \$ 16,547 \$ 67,115
Gross profit \$ 17,841 \$ 2,617 \$ 20,458
Unallocated corporate expenses (19,459)
Finance expense, net (263)
Gain before taxes on income \$ 736

Note 3:- Operating Segments (Cont.)

Proprietary
Products
Distribution Total
In thousands
Unaudited
Three months period ended September 30, 2018
Revenues \$9,454 \$5,521 \$14,975
Gross profit \$1,585 \$934 \$2,519
Unallocated corporate expenses (5,043)
Finance income, net 133
Gain before taxes on income \$(2,391)
Proprietary
Products
Distribution Total
In thousands
Unaudited
Three months period ended September 30, 2017
Revenues \$17,058 \$5,860 \$22,918
Gross profit \$5,549 \$899 \$6,448
Unallocated corporate expenses (6,762)
Finance income, net 78
Loss before taxes on income \$(236)
Proprietary
Products
Distribution Total
In thousands
Audited
Year Ended December 31, 2017
Revenues \$ 79,559 \$ 23,266 \$ 102,825
Gross profit \$ 28,224 \$ 3,864 \$ 32,088
Unallocated corporate expenses (24,644)
Finance expenses, net (274)
Gain before taxes on income \$ 7,170

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3:- Operating Segments (Cont.)

Nine months period ended September 30, 2018
Proprietary
Products
Distribution Total
Unaudited
Geographical markets
U.S.A. \$ 37,128 \$ - \$ 37,128
Israel 3,150 18,612 21,762
Europe 2,684 - 2,684
Latin America 2,814 - 2,814
Asia & others 1,870 - 1,870
\$ 47,646 \$ 18,612 \$ 66,258

KAMADA LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4:- Financial Instruments

a. Classification of financial instruments by fair value hierarchy

Financial assets (liabilities) measured at fair value

Level 1
Level 2
In thousands
September 30, 2018
Fair value through other comprehensive income : -
Debt securities (corporate and government) \$ 1,667 \$
8,137
Derivatives instruments - 72
\$ 1,667 \$ 8,209
Level 1 Level 2
In thousands
September 30, 2017
Marketable securities at fair value through profit or loss:
Equity shares \$ 79 \$ -
Mutual funds 442 -
Debt securities (corporate and government) 1,167 -
\$ 1,688 \$ -
Derivatives instruments
Available for sale debt securities (corporate and government)
\$ 93
\$ - \$ 8,162
\$ 1,688 \$ 8,255
Level 1
Level 2
In thousands
December 31, 2017
Marketable securities at fair value through profit or loss:
Equity shares \$ 77 \$ -
Mutual funds 456 -
Debt securities (corporate and government) 1,130 -
1,663
Derivatives instruments - (8)
Available for sale debt securities (corporate and government) - 8,597
\$
1,663
\$
8,589

Note 4:- Financial Instruments (cont.)

b. During the nine months ended on September 30, 2018 there were no transfers due to the fair value measurement of any financial instrument from Level 1 to Level 2, and furthermore, there were no transfers to or from Level 3 due to the fair value measurement of any financial instrument.

Note 5:- Significant Events during the period

  • a. On June 27, 2018 the Company's Board of Directors approved the grant of the following equity instruments to the Company's employees, management and directors:
      1. Options to purchase up to 390,825 Ordinary Shares of the Compnay at an exercise price of NIS 18.03 or NIS 18.93 per share, and up to 57,308 Restricted Shares ("RS") (with no exercise price) to the Company's management and employees. The fair value of the options and of the RSs was estimated based on the Binomial Model, was \$741 thousands and \$293 thousands, respectively.
      1. Options to purchase 90,000 Ordinary Shares of the Company at an exercise price of NIS 18.93 per share and 30,000 RS to Mr. Amir London, the Company's CEO. The initial fair value of the options and of the RSs estimated based on the Binomial Model was \$167 thousands and \$153 thousands, respectively.
      1. Options to purchase 45,000 Ordinary Shares of the Company at an exercise price of NIS 18.93 per shares to nine Board of Directors members. The initiatl fair value of the options estimated based on the Binomial Model was \$84 thousands.

The grant of the equity instruments to the Mr. London and the Board of Directors members are subject to the approval of the General Meeting of Shareholders of the Company that is expected to take place by the end of 2018.

  • b. On June 27, 2018 the Company's Board of Directors approved the increase of Mr. London's monthly gross salary to NIS 82,500 (or \$22,627), effective as of July 1, 2018. The increase in Mr. London's salary is subject to the approval of the General Meeting of Shareholders of the Company that is expected to take place by the end of 2018.
  • c. In December 2013, the Company signed a collective bargaining agreement with the Histadrut and the Employees' Committee, which expired in December 31, 2017. During 2018, the Company and the Histadrut - General Federation of Labor in Israel (the "Histadrut") and the Employees' Committee of Kamada's Beit Kama production facility in Israel (the "Employee's Committee") have been negotiating the renewal of the collective bargaining agreement. On July 22, 2018, during the course of the negotiations, the Employee's Committee commenced a labor strike. On August 15, 2018 a binding Memorandum of Understanding (the "MOU") was signed between the Compnay, the Histadrut and the Employee's Committe and the labor strike was terminated. The Compnay, the Histadrut and the Emplpoyee's Committee are currently negoitiating the new collective bargaining agreement based on the terms of the MOU.

As a result of the labor strike, the Company recorded, during the third quarter of 2018, a one-time loss of \$0.8 million due to loss of in-process materials and \$1.8 million of overhead cost charges due to lower than standard production level in the third quarter.

Note 5:- Significant Events during the period (Cont.)

d. On August 6, 2018 the Company's Board of Directors approved the grant of options to purchase 12,000 Ordinary Shares of the Compnay at an exercise price of NIS 20.09 per share, and 4,000 Restricted Shares ("RS") (with no exercise price) to a Company's employee. The fair value of the options and of the RSs was estimated based on the Binomial Model, was \$25 thousands and \$22 thousands, respectively.

Note 6:- Subsequent Events

  • a. On October 15, 2018 the Company's Board of Directors approved the grant of options to purchase 15,000 Ordinary Shares of the Compnay at an exercise price of NIS 22.87 per share, and 5,000 Restricted Shares ("RS") (with no exercise price) to a new member of its management. The initial estimated fair value of the options and of the RSs was estimated based on the Binomial Model, was \$32 thousands and \$29 thousands, respectively.
  • b. On Novemebr 5, 2018 the Company's Board of Directors approved the grant of options to purchase 90,000 Ordinary Shares of the Compnay at an exercise price of NIS 22.54 per share to a Company's Board of Directors members. The initial estimated fair value of the options was \$178 thousands. This grant is subject to the approval of the General Meeting of Shareholders of the Company that is expected to take place by the end of 2018.

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