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Karo Pharma AB — Audit Report / Information 2019
Feb 19, 2020
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Audit Report / Information
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YEAR-END REPORT 2019
OCTOBER - DECEMBER
- Net sales amounted to MSEK 649.3 (463.3). This corresponds to an increase of 40% for the period. The organic growth during the fourth quarter was -4 %, currency impact 2 % and 42 % refers to the acquisition of Trimb.
- Adjusted EBITDA* amounted to MSEK 151.4 (165.4) excluding non-recurring items, costs related to the acquisition of Trimb and restructuring costs totalling MSEK 43.7 (o.0).
- The gross margin was 46.8% (55.7%) for the period. The period has been affected by a change in product mix and non-recurring items.
- Cash flow from operating activities amounted to MSEK -10.8 (28.2). The negative cash flow has been affected by non-recurring restructuring costs.
- Earnings per share was SEK -0.11 (0.17) before and after dilution.
- During the period, the product Hydrokortison Trimb with all related rights and assets, was divested
- At the end of the period, cash and cash equivalents and other current investments amounted to MSEK 248.8 (398.6 at December 31, 2018) and net debt to MSEK 4 100.
JANUARY – DECEMBER
- Net sales amounted to MSEK 1 901.2 (1 615.1). This corresponds to an increase of 18 % for the period. Organic growth for the year was -2 %, currency 2 % and the acquisitions of the LEO portfolio in April 2018 and of Trimb in September 2019 stands for the remaining 18 %.
- Adjusted EBITDA* amounted to MSEK 599.1 (632.2) excluding non-recurring items, costs related to the acquisition of Trimb and restructuring costs totalling MSEK 107.2 for 2019 (0.0). In the second quarter of 2018, the company also received nonrecurring revenue of MSEK 86.6 in the form of milestone payment.
- The gross margin was 51.8% (58.1%). During the second quarter of 2018, the company received non-recurring revenue of MSEK 86.6. Excluding non-recurring revenue, the adjusted gross margin in 2018 was 55.8%
- Cash flow from operating activities amounted to MSEK 106.8 (318.0).
- Earnings per share was SEK 0.05 (4.63) before and after dilution. Earnings per share in 2019 was adversely affected by non-recurring items (MSEK 107.2) and 2018 was positively affected by non-recurring revenue (MSEK 86.6).
- The acquisition of all shares in Trimb Holding AB, which was announced on June 21, 2019, was completed on September 12 and the Trimb Group has been consolidated as of September 12, 2019
- On September 24, based on the authorization from the Extraordinary General Meeting on September 20, Karo Pharma decided to carry out a rights issue amounting to MSEK 2 003.
* Alternative Financial Ratios (APM), see page 6 for further information.
DEVELOPMENT 2015 – 2019

KARO PHARMA'S 10 LARGEST PRODUCTS 2019 (KSEK)
| Product | 2 019 | 2018 | % |
|---|---|---|---|
| Selexid 1) | 185 741 | 132 917 | 140% |
| Paracet | 155 792 | 153 572 | 101% |
| Locobase 1) | 130 782 | 117 580 | 111% |
| Burinex 1) | 130 134 | 107 654 | 121% |
| Kaleorid 1) | 126 291 | 107 012 | 118% |
| Ibux | 103 752 | 97 077 | 107% |
| Mollipect | 87 987 | 88 082 | 100% |
| Swereco Rehab | 69 160 | 70 760 | 98% |
| Centyl 1) | 65 496 | 40 775 | 161% |
| Mabs | 62 887 | 61 083 | 103% |
| Other Products 1) , 2) ,3) | 783 175 | 638 596 | 123% |
| Total | 1 901 196 | 1 615 109 | 118% |
1) Sales of the Leo portfolio started 2018-04-04
2) Sales of the Trimb Portfolio started 2019-09-12
3) 2018 include 86.6 MSEK from Pfizer
TURNOVER BY CATEGORY 2019

Rx – Prescription drugs
OTC – Over the counter drugs (non-prescription
COMMENT BY CEO CHRISTOFFER LORENZEN
During the fourth quarter of 2019, the company declined organically with 4 % but grew in total with 40 % compared to previous year driven by the acquisition of Trimb and positive currency effect.
On December 23, we announced the acquisition of a new product portfolio for Intimate Care and Dermatology from the Danish pharmaceutical company Leo Pharma for EUR 90 million. Leo Pharma estimates sales for the full year 2019 at EUR 35 million. All products in the portfolio are well-established in the market and are characterized by stable sales and profitability. From a strategic perspective, the acquisition will strengthen Karo Pharma's European presence and facilitate market expansion in Germany, Switzerland and Austria.
The integration of Trimb is proceeding according to plan. We are building a stable and scalable platform, which will enable future growth in our new sales companies. As expected, integration and expansion into several European markets have required energy, focus and investment, but the organization is now in place, including the teams that will run the business in 2020.
We have a commercial focus and focus primarily on sales and marketing of both prescription and non-prescription drugs as well as self-care products sold in pharmacies and in retail outlets. today, we own around 100 brands that are sold through these channels and as we grow, an important part of our work is to continually assess if we are the best owner of different parts of the portfolio. To that effect, we have decided to evaluate opportunities in the business area Hospital Supply, including a divestment scenario but also acquisitions or unchanged operations. The business area had sales of SEK 118 million in 2019. We expect to conclude the process over the next six months.
Sales increased by 40 percent in the quarter and by 18 percent for the full year. As previously mentioned, the Trimb Group was consolidated from September 12, contributing to sales growth during the fourth quarter. Earnings for the quarter was negatively impacted by a lower gross margin, stemming from an unfavorable product mix and one-off costs related to the acquisition of Trimb.
CEO Christoffer Lorenzen
KEY FINANCIAL DATA (MSEK)
| October - December January - December |
||||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Net Sales | 649,3 | 463,3 | 1 901,2 | 1 615,1 |
| Gross Profit | 304,1 | 258,0 | 984,0 | 938,8 |
| Operating Costs | -295,9 | -189,9 | -811,9 | -524,4 |
| EBITDA | 107,6 | 165,4 | 491,9 | 632,2 |
| EBITDA margin % | 16,6% | 35,7% | 25,9% | 39,1% |
| Profit before tax | -28,9 | 46,4 | 16,6 | 290,2 |
| EPS, SEK | -0,11 | 0,17 | 0,05 | 4,63 |
| Cash flow from operating activities | -10,8 | 28,2 | 106,8 | 318,0 |
| Cash | 248,8 | 398,6 | 248,8 | 398,6 |
SALES AND EARNINGS
Net sales for the period increased to MSEK 1 901.2 (1 615.1). This corresponds to an increase of 18% for the year and an increase of 40 % in the fourth quarter.
Cost of goods sold amounted to MSEK 917.2 (676.3). The gross margin was 51.8 % (58.1 %) during the year, and 46.8 % (55.7 %) in the fourth quarter. The second half of 2019 was adversely affected by a changed product mix in both acquired operations and previously existing operations. During the second quarter of 2018, the company had non-recurring revenue of MSEK 86.6. Excluding non-recurring revenue, the gross margin in 2018 was 55.8 %.
Operating costs including depreciation, other operating income and other operating expenses amounted to MSEK 811.9 (524.4) during the period. Sales costs amounted to MSEK 600.3 (443.0). The increase in sales costs is related to costs for taking over the product portfolio from LEO Pharma, the establishment of an own organization with, among other things, own subsidiaries in Denmark, Finland and Germany, and the acquisition of Trimb. Administration costs amounted to MSEK 188.4 (78.5). The increase is mainly due to non-recurring items in the second, third and fourth quarters related to the acquisition of Trimb and to restructuring costs totaling MSEK 107.2.
The adjusted operating profit amounted to MSEK 599.1 (632.2). During the second quarter of 2018, the company received non-recurring income of MSEK 86.6.
| October - December | January - December | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Net sales | 649.3 | 463.3 | 1 901.2 | 1 615.1 |
| Cost of goods sold | -345.2 | -205.3 | -917.2 | -676.3 |
| Gross profit | 304.1 | 258.0 | 984.0 | 938.8 |
| Costs before amortization and depreciation | -196.4 | -92.6 | -492.2 | -306.6 |
| EBITDA | 107.6 | 165.4 | 491.9 | 632.2 |
| Non-recurring costs | 43.7 | 0.0 | 107.2 | 0.0 |
| Adjusted EBITDA | 151.4 | 165.4 | 599.1 | 632.2 |
| Amortizaton and depreciation related to operating costs |
-99.5 | -97.3 | -319.8 | -217.9 |
| EBIT | 8.2 | 68.1 | 172.1 | 414.3 |
Earnings per share was SEK 0.05 (4.63), of which SEK -0.11 (0.17) in the fourth quarter. Earnings per share in 2019 was adversely affected by nonrecurring items and 2018 was positively affected by non-recurring revenue from Pfizer and the recognition of deferred tax assets on loss carryforwards.
CASH FLOW AND FINANCIAL POSITION
Cash flow from operating activities during the quarter was MSEK -10.8 (28.2) and during the period MSEK 106.8 (318.0). Group cash and cash equivalents amounted to MSEK 198.8 (MSEK 398.6 as of December 31, 2018) at the end of the period.
On December 31, total assets amounted to MSEK 10 898.5 (6 884.6), wherof intangible assets accounted for MSEK 9 090.1 (5 424.7).
Group equity amounted to MSEK 5 641.9 (3 611.0). The equity ratio was 51.8 (52.5) percent.
PARENT COMPANY
The Parent Company's net sales for the period amounted to MSEK 701.0 (655.6). Loss after financial items amounted to MSEK -89.7 (97.4). The
parent company's cash, cash equivalents and other current investments amounted to MSEK 61.6 (198.0 as of December 31, 2018).
AUDITORS' REVIEW
The year-end report has not been the subject to auditors' review.
BOARD PROPOSAL FOR DIVIDEND
The Board of Directors proposes that no dividend is to be paid for 2019.
SIGNIFICANT EVENTS
During the period, Hydrokortison Trimb and all related intellectual property rights and assets, including required licenses and permits and existing inventories, were sold to Evolan Pharma AB. This is part of the completion of the acquisition of Trimb Holding AB ("Trimb") in September 2019. The sale of Hydrokortison Trimb to Evolan was completed on November 29, 2019.
Åsa Riisberg left the board of Karo Pharma at her own request on December 10, 2019.
During the period, Karo Pharma signed an agreement to acquire a product portfolio focusing on intimate care and dermatology, from the Danish pharmaceutical company LEO Pharma, for MEUR 90. Turnover for the acquired portfolio is estimated at MEUR 35 for the full year 2019. The transaction is conditional upon the usual competition approvals being obtained but is expected to be completed by the end of Q1, 2020. The acquisition will be financed through a combination of new loans and existing cash.
RISKS AND UNCERTAINTIES
As an international group, Karo Pharma is exposed to various risks, which affect the opportunities to achieve the set goals. These 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 in the segments where the Group operates is not stable. These include financial risks such as currency risks, interest rate risks and credit risks.
No significant change in material risks or uncertainties has occurred during the period. Our assessment is thus unchanged compared to the account of Karo Pharma's risks, uncertainties and the management of the same in the company's Annual Report for 2018. Readers who wish to consult the annual report can download this from KaroPharma's website www.karopharma.com, or request it from Karo Pharma AB, PO Box 16 184, 103 24 Stockholm, Sweden.
SIGNIFICANT EVENTS AFTER PERIOD END
Karo Pharma has been informed by Pfizer Inc. that it has decided to terminate the Research Collaboration and the License Agreement that the parties signed in December, 2011. After this collaboration has been concluded, there will be no active cooperation agreement between the parties. This information follows Pfizer's previous decision to terminate the specific development project PF-06763809, which Karo Pharma informed about in press releases published on November 5 and 20, 2019. The termination of the cooperation agreement has no impact on ongoing operations or the company's future prospects.
A strategic review is currently underway regarding the company's various business areas, including an internal restructuring aimed at clarifying the various business areas and streamlining their operations – ia the business area Hospital Supply, which will be streamlined. There are ongoing evaluations of various strategic alternatives around the company and its business areas, which may involve both acquisitions and divestments of one or more business segments (the evaluations may also result in operations remaining unchanged).
FINANCIAL CALENDAR
| Interim report Jan-Mar 2020 | April 29, 2020 |
|---|---|
| Interim report Jan-June 2020 | July 21, 2020 |
| Interim report Jan-Sept 2020 | Oct 30, 2020 |
The annual report for 2019 is planned to be published in week 14, 2020 and the Annual General Meeting takes place on April 29, 2020 at Näringslivets Hus in Stockholm.
BOARD'S ASSURANCE
The Board of Directors and the CEO assure that the interim report provides a true and fair view of the company's and the Group's operations, position and results and describes significant risks and uncertainties that the company and the companies that are part of the Group face.
Stockholm on February 19, 2020
| Bo Jesper Hansen | Erika Henriksson | Vesa Koskinen |
|---|---|---|
| Chairman of the Board | Director | Director |
| Eva Sjökvist Saers | Håkan Åström | Flemming Örnskov |
| Director | Director | Director |
Christoffer Lorenzen CEO
FOR FURTHER INFORMATION, PLEASE CONTACT
Christoffer Lorenzen, CEO, + 46 73 501 76 20, [email protected] Jon Johnsson, CFO, + 46 73 507 88 61, [email protected]
ABOUT KARO PHARMA
Karo Pharma is a pharmaceutical company specializing in the sale and marketing of both prescription and non-prescription drugs as well as self-care products sold in pharmacies and retail. Karo Pharma is listed on the Nasdaq Stockholm Stock Exchange's Mid Cap segment.
The information in this report is such that Karo Pharma is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out above, on February 19, 2020 at 8.00 a.m. CET.
| October - December | January - December | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Net sales | 649 259 | 463 273 | 1 901 196 | 1 615 109 |
| Cost of sales | -345 162 | -205 250 | -917 165 | -676 349 |
| Gross profit | 304 097 | 258 023 | 984 030 | 938 760 |
| Operating costs | ||||
| Distribution costs | -229 491 | -159 236 | -600 264 | -442 970 |
| Administration | -72 971 | -27 145 | -188 361 | -78 505 |
| Research and development | 0 | 0 | 0 | -615 |
| Other operating income/expenses | 6 520 | -3 550 | -23 304 | -2 350 |
| Total operating costs | -295 941 | -189 932 | -811 928 | -524 440 |
| Operating profit | 8 156 | 68 091 | 172 102 | 414 320 |
| Financial net | -37 057 | -21 707 | -155 512 | -124 155 |
| Profit/loss before tax | -28 901 | 46 384 | 16 590 | 290 165 |
| Tax | 5 785 | -18 914 | -7 649 | 367 227 |
| NET PROFIT/LOSS | -23 116 | 27 470 | 8 941 | 657 392 |
| Net earnings attributable to: | ||||
| Shareholders in the parent company | -23 172 | 27 451 | 8 890 | 657 376 |
| Non-controlling interests | 55 | 19 | 51 | 16 |
| Earnings per share (SEK) 1 | -0.11 | 0.17 | 0.05 | 4.63 |
| Number of shares issued (000) | 225 033 | 164 333 | 225 033 | 164 333 |
CONSOLIDATED INCOME STATEMENT SUMMARY (TSEK)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (TSEK)
| 2019 | 2018 | 2019 | 2018 | 2018 | ||
|---|---|---|---|---|---|---|
| NET PROFIT FOR THE PERIOD Other comprehensive income for the |
-1 807 | 55 757 | 32 058 | 629 922 | 657 392 | |
| period, net of tax | ||||||
| Exchange rate differences | -13 550 | -15 685 | 55 055 | 90 927 | 23 482 | |
| TOTAL COMPREHENSIVE INCOME Total comprehensive income attributable to: |
-15 358 | 40 073 | 87 113 | 720 849 | 680 875 | |
| Shareholders in the parent company | -15 352 | 40 075 | 87 117 | 720 851 | 680 859 | |
| Non-controlling interests | - 3 | - 1 | - 4 | - 3 | 16 |
| 31 December | |||
|---|---|---|---|
| 2019 | 2018 | Change | |
| Assets | |||
| Intangible assets | 9 090 094 | 5 424 689 | 3 665 405 |
| Equipment | 20 626 | 16 793 | 3 833 |
| Utilization rights | 9 407 | 0 | 9 407 |
| Deferred tax claim | 600 598 | 530 950 | 69 648 |
| Other financial assets | 2 745 | 136 | 2 610 |
| Other current assets | 926 253 | 513 491 | 412 762 |
| Cash and cash equivalents | 248 806 | 398 580 | -149 774 |
| TOTAL ASSETS | 10 898 530 | 6 884 639 | 4 013 892 |
| Shareholders' equity and liabilities | |||
| Equity | 5 641 908 | 3 611 001 | 2 030 907 |
| Deferred tax | 469 384 | 144 479 | 324 905 |
| Long term debt | 3 251 437 | 1 836 083 | 1 415 354 |
| Current liabilities | 1 535 801 | 1 293 075 | 242 726 |
| TOTAL EQUITY AND LIABILITIES | 10 898 530 | 6 884 639 | 4 013 892 |
CONSOLIDATED REPORT OVER FINANCIAL POSITION (TSEK)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (TSEK)
| Retained | ||||||
|---|---|---|---|---|---|---|
| Attributable to shareholders ot the parent | Share | Ongoing | Other contributed |
earnings/ accumulated |
Non-controlling | |
| company | capital | rights issue | capital | losses | interes | Total equity |
| Amount at 1 January 2018 | 32 866 | 8 501 | 2 627 015 | -1 081 907 | 40 | 1 586 515 |
| Total comprehensive income Dividend |
680 859 -32 867 |
16 | 680 875 -32 867 |
|||
| Rights issue after transactions costs and deferred taxes |
32 867 | -8 501 | 1 429 063 | 1 453 429 | ||
| Share buy-backs | -76 951 | -76 951 | ||||
| Amount at 31 December 2018 | 65 733 | 4 056 078 | -510 866 | 56 | 3 611 002 | |
| Total earnings Dividend Changes in group ownership Share buy-backs Rights issue after transaction costs and deferred taxes |
||||||
| Amount at 31 December 2018 | 65 733 | 4 056 078 | -510 866 | 56 | 3 611 002 | |
| Amount at 1 January 2019 | 65 733 | 4 056 078 | -510 866 | 56 | 3 611 002 | |
| Total earnings Dividend |
50 861 | 51 | 50 912 | |||
| Share buy-backs Share buy-backs |
1 531 | 1 531 | ||||
| Rights issue after transaction costs and deferred taxes |
24 280 | 1 954 183 | 1 978 463 | |||
| Amount at 31 December 2019 | 90 013 | 6 010 261 | -460 005 | 1 639 | 5 641 908 |
| CONSOLIDATED STATEMENT OF CASH FLOWS (TSEK) | |||
|---|---|---|---|
| --------------------------------------------- | -- | -- | -- |
| October - December | January - December | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Operating activities | ||||
| Operating income/loss before financial items | 8 156 | 68 091 | 172 102 | 414 320 |
| Depreciation | 99 493 | 97 294 | 319 755 | 217 869 |
| Other items not affecting liquid as sets | -16 332 | -1 443 | -207 | -1 443 |
| 01 318 | 163 942 | 491 650 | 630 747 | |
| Financial items received and paid | -35 749 | -51 401 | -134 033 | -156 850 |
| Income tax paid | -4 698 | 1 833 | -6 093 | -257 |
| Cash flow from operating activities before changes in working capital |
50 87 1 | 114 373 | 351 525 | 473 639 |
| Changes in working capital | -61 720 | -86 214 | -244 681 | -155 608 |
| Cash flow from operating activities | -10 850 | 28 160 | 106 844 | 318 031 |
| Investing activities | ||||
| Net investment in company acquisitions | 0 | 0 | -2 456 377 | -2673 216 |
| Net investment in intangible assets | -10 324 | -13 477 | -31 896 | -14 881 |
| Net investment in financial assets | -223 | 0 | -806 | O |
| Net investment in other financial instruments | -37 | 0 | 0 | 0 |
| Net investment in property, plant and equipment | -710 | -1 817 | -2 651 | -4 033 |
| Sale of intangible fixed assets | 50 000 | 0 | 50 000 | 0 |
| Sale of property, plant andequipment | 0 | 0 | 20 | 0 |
| Cash flow from investing activities | 38 706 | -15 293 | -2 441 710 | -2692 130 |
| Financing activities | ||||
| Net proceeds from share issues | 2 003 114 | 0 | 2 003 114 | 1 492 642 |
| Transaction costs share issue | -23 999 | 0 | -23 999 | -98 340 |
| Share buy-backs | 0 | 0 | 0 | -76 951 |
| Dividend | 0 | 0 | 0 | -32 867 |
| Borrowings | 0 | 0 | 3 500 000 | 4243 507 |
| Repayment of loans | -1 978 425 | -39 472 | -3 294 469 | -3 596 753 |
| Cash flow from financing activities | 690 | -39 472 | 2 184 646 | 1931 238 |
| Cash flow for the period | 28 546 | -26 606 | -150 220 | -442 861 |
| Cash at the beginning of the period | 225 017 | 443 111 | 398 580 | 838 586 |
| Exchange rate differences in cash | -4 757 | -17 925 | 446 | 2 855 |
| Cash at the end of the period | 248 806 | 398 580 | 248 806 | 398 580 |
PARENT COMPANY INCOME STATEMENT SUMMARY (TSEK)
| October - December | January - December | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Net sales | 177 191 | 217 274 | 701 042 | 655 551 |
| Cost of sales | -95 576 | -89 155 | -324 074 | -235 254 |
| Gross profit | 81 615 | 128 119 | 376 969 | 420 297 |
| Operating costs | ||||
| Sales costs | -91 098 | -55 083 | -247 492 | -166 874 |
| Administration | -26 795 | -15 990 | -94 246 | -40 509 |
| Research and development | 0 | 0 | 0 | -615 |
| Other operating income/expenses | -1 779 | -3 308 | -1 192 | -1 438 |
| Total operating costs | -119 672 | -74 381 | -342 929 | -209 435 |
| Operating profit/loss | -38 057 | 53 739 | 34 039 | 210 861 |
| Financial net | -20 500 | -19 488 | -123 724 | -113 419 |
| Profit/loss before tax | -58 556 | 34 250 | -89 685 | 97 442 |
| Group contributions paid | 129 110 | 55 862 | 157 380 | 55 862 |
| Tax | -15 471 | -11 440 | -15 799 | 395 754 |
| NET PROFIT | 55 083 | 78 672 | 51 895 | 549 058 |
PARENT COMPANY BALANCE SHEET SUMMARY (TSEK)
| 31 December | |||
|---|---|---|---|
| 2019 | 2018 | Change | |
| Assets | |||
| Intangible assets | 2 453 690 | 2 625 210 | -171 520 |
| Equipment | 1 097 | 152 | 945 |
| Utilization rights | 494 715 | 481 814 | 12 901 |
| Deferred tax claim | 304 223 | 358 587 | -54 364 |
| Other financial assets | 5 128 404 | 2 565 982 | 2 562 422 |
| Other current assets | 1 682 486 | 283 840 | 1 398 646 |
| Cash and cash equivalents | 61 557 | 198 004 | -136 447 |
| TOTAL ASSETS | 10 126 174 | 6 513 589 | 3 612 584 |
| Shareholders' equity and liabilities | |||
| Equity | 5 530 470 | 3 500 111 | 2 030 358 |
| Deferred tax | 21 989 | 0 | 21 989 |
| Long term debt | 3 141 508 | 1 847 889 | 1 293 619 |
| Current liabilities | 1 432 207 | 1 165 589 | 266 618 |
| TOTAL EQUITY AND LIABILITIES | 10 126 174 | 6 513 589 | 3 612 584 |
Note 1
ACCOUNTING AND VALUATION PRINCIPLES
This report has been prepared in accordance with International Accounting Standards 34 regarding interim reports and international accounting standards IFRS as adopted by the EU. The accounting and valuation principles that have been used are unchanged compared to those that were applied in 2018, with the exception of what is stated below in these notes under new accounting principles for 2019.
Regarding the Parent Company, this annual report has been prepared in accordance with the Annual Accounts Act and RFR 2 Accounting for Legal Entities. The accounting principles applied for the Parent Company differ from those applied for the Group solely with respect to the accounting of leasing agreements.
Note 2
LOSS CARRYFORWARDS
As of the balance sheet date, Karo Pharma AB has unutilized loss carryforwards of MSEK 402, Karo Pharma AS of MSEK 724 and Trimb Group of MSEK 304. In light of the Group's expected profit development, the deficits are fully valued in the balance sheet.
Note 3
ACQUISITIONS
The acquisition of all shares in Trimb Holding AB, announced on June 21, 2019, was completed on September 12. The Trimb Group has been consolidated as of September 12, 2019.
Sales during the period September 12-December 31, 2019 for the acquired business amounted to MSEK 242.3. The operating loss amounted to MSEK -36.9 and the loss before tax amounted to MSEK -57.8.
Transaction costs of MSEK 39.0 have been expensed and are included in operating costs in the income statement and are part of the operating cash flow in the cash flow analysis.
On November 29, Hydrokortison Trimb and all related intellectual property rights and assets, including necessary licenses and permits and existing inventory, were sold to Evolan Pharma AB. This is part of the completion of the acquisition of Trimb Holding AB.
| Assets and liabilities | Fair value KSEK |
|---|---|
| Intangible fixed assets | 2 561 170 |
| Equipment | 3 846 |
| Utilization rights | 0 |
| Defered tax claim | 419 |
| Other financial assets | 3 005 |
| Other current assets | 401 098 |
| Cash and cash equivalents | 78 300 |
| Deferred tax | -267 308 |
| Long term debt | -1 206 363 |
| Current liabilities | -381 749 |
| Acquired net assets | 1 192 417 |
| Goodwill | 1 342 260 |
| Acquisition value | 2 534 677 |
| Cash outflows to acquire subsidiary, after | |
| deduction of acquired cash and cash | Fair value KSEK |
| equivalents | |
| Cash consideration | -2 534 677 |
| Cash assets in acquired company | 78 300 |
| Net cash outflow of liquid funds - investing | -2 456 377 |
| activities |
Note 4
DEFINITIONS
In the report, a number of financial performance measures are referred to which are not defined by IFRS. These measures are used to help investors, management and other stakeholders to analyse the company's operations. These measures may differ from measures with similar names at other companies.
See also table on page 5.
Below are a number of financial performance measures and how these are used to analyse the company's goals.
For further definitions, see the Annual Report 2018 under the heading definitions.
| Financial performance | ||
|---|---|---|
| measure | Definition | Purpose |
| Equity ratio | Equity as a percentage of Total assets |
The equity ratio is relevant for investors and other stakeholders who want to assess the com pany's financial stability and ability to manage long term. |
| Gross margin | Gross earnings as a percent age of Net sales. |
Gross earnings is used to show the company's margin before the impact of costs such as sales and administration costs and R & D. |
| Adjusted EBITDA | Operating earnings before depreciation excluding items affecting comparabil ity |
The financial performance measure shows the underlying earnings from operations, adjusted for effect of depreciation and items that affect com parisons over time. It provides a picture of earn ings generated from ongoing operations. |
| Adjusted EBITDA margin | Adjusted EBITDA in relation to Net sales |
The ratio is used to measure the profitability of ongoing operations. |
Note 5
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Group holds no derivative instruments or other financial instruments valued at fair value.
The fair value of long- and short-term interest-bearing liabilities is not expected to deviate materially from the recognized amount. For financial instruments recognized at amortized cost; accounts receivables, other receivables, cash and cash equivalents, accounts payable and other interest-free liabilities, the fair value is assessed to be consistent with the recognized amount.
Note 6
NEW ACCOUNTING PRINCIPLES 2019
Karo Pharma has begun to apply the new accounting standard IFRS 16 Leasing as of January 1, 2019.
IFRS 16 is applied retroactively without recalculation of comparative numbers. Thus, the incoming balance 2019 has been recalculated in accordance with the new standard. When applied in a forward-looking period, the debt is based on the remaining lease term.
As a lessee, Karo Pharma has carried out a detailed review and analysis of the Group's leasing agreements, whereby rental contracts for premises were identified as the single most significant. In addition to rental contracts, only a number of minor lease agreements have been identified, such as for vehicles.
Recognized utilization rights have not had the same value as the reported lease debt as of January 1, 2019 due to advance payment. In the calculations made, leasing debt is expected to have an initial value of MSEK 11.9 as well as utilization rights of MSEK 11.5. The difference consists of prepaid expenses and thus no transition effect is presented in equity.
Karo Pharma's assessment is that the transition to IFRS 16 has had no significant impact on the Group's earnings and financial position and cash flow statement.
The first time IFRS 16 is put into practice, Karo Pharma will also use the following exceptions:
- The same discount rate has been applied to leasing portfolios with similar characteristics
- Operating leases with a remaining lease term of less than 12 months as of January 1, 2019 have been reported as short-term lease agreements removed from the lease liability
- Direct acquisition costs for utilization rights have not been included in the transition
- Historical information has been used in the assessment of the length of a lease in cases where there are preferential rights to extend or terminate an agreement.