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Karo Pharma AB — Interim / Quarterly Report 2018
Jul 19, 2018
6166_ir_2018-07-19_4d517799-e3f3-4178-9f2f-6c33088d1bb6.pdf
Interim / Quarterly Report
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KARO PHARMA TRIPLES SALES AND PROFIT IN THE SECOND QUARTER
INTERIM REPORT JANUARY – JUNE 2018
THE PERIOD AND THE SECOND QUARTER
- o Net sales amounted to MSEK 756.5 (281.8), of which the second quarterly MSEK 489.4 (142.5). This corresponds to an increase of 168.5%, and for the second quarter of 243.5%. Growth was driven mainly by acquisitions.
- o Organic growth during the period amounted to + 7.7%, and to + 4.3% in the second quarter. During the period, pharmaceuticals accounted for + 9.3% and other products for + 6.5%.
- o EBITDA amounted to MSEK 321.0 (93.5), of which the second quarter amounted to MSEK 232.3 (49.7), corresponding to a margin of 42.4% (33.2%) for the half-year and 47.5% (34.9%) for the second quarter.
- o EBITDA increased by 243.4% during the period compared with the previous year.
-
o Gross margin amounted to 60.8% (56.8%), in the second quarter to 63.1% (59.9%).
-
o Cash flow from operating activities amounted to MSEK 136.7 (78.5), of which the second quarter amounted to MSEK 95.2 (43.6)
- o Earnings per share was SEK 5.07 (0.37), of which the second quarter SEK 3.86 (0.16)
- o Cash and cash equivalents at the end of the period amounted to MSEK 333.6 (150.2)
- o The rights issue to finance the LEO acquisition was subscribed to 121.8%. The issue was carried out in the second quarter and raised MSEK 1,314.7 before transaction costs.
- o Karo Pharma completed the acquisition of the operations of LEO from the Danish pharmaceutical company LEO Pharma A/S for MEUR 260 with access as of April 4, 2018.
- o Karo Pharma received two milestone payments from Pfizer in the second quarter totaling MUSD 10.
- o The acquisition of the LEO operations will result in future tax profits in the company, which contributed to the recognition of deferred tax assets during the period of MSEK 417.7.
DEVELOPMENT JANUARY -JUNE 2015 - 2018
KARO PHARMA'S 10 LARGEST PRODUCTS JANUARY - JUNI
| Top 10 drugs by net sales KSEK | |
|---|---|
| Paracet | 73 896 |
| Mollipect | 51 124 |
| Ibux | 46 868 |
| Selexid | 43 429 |
| Kaleorid | 40 263 |
| Burinex | 34 158 |
| Locobase | 27 635 |
| Paralgin Forte | 27 544 |
| Lithionit | 21 231 |
| Centyl | 13 857 |
| Total | 380 005 |
SALES PER CATEGORY JANUARY -JUNI
COMMENTS BY THE EXECUTIVE CHAIRMAN
We are presenting yet another very strong quarter for Karo Pharma. Sales and operating income tripled in comparison with the second quarter last year.
The quarter was positively impacted by the fact that acquired products from LEO were included for the first time.
As a result of the LEO acquisition completed during the quarter, we can now report a significant tax revenue by recognizing a value in the balance sheet of our old tax losses.
Expected future profits implies that we can now utilize our tax losses for a number of years to come, which will have a major positive impact on our cash flow.
Moreover, during the second quarter we received additional milestones for the ROR-gamma project. This has had a total impact on earnings in the second quarter of MUSD 10.
The repurchase of own shares to be used in incentive programs for senior executives in the company has begun during the second quarter.
An operational consolidation of the company is next on our agenda with possible additional acquisitions.
We have now come a long way in our plan to build a leading specialty pharma company in the Nordic region. The next step will be to establish operations outside the Nordic region in a controlled and profitable manner. In the future, the organization will have a stronger focus on drugs in relation to other health products. The development of the company looks very strong.
Anders Lönner
Executive Chairman
ORGANIZATION
Current CFO Camilla Lönn leaves her employment in the company. Mats-Olof Wallin has been appointed new CFO. Mats-Olof has over 30 years' experience in the pharmaceutical industry in various positions with among others Pharmacia and most recently in Sobi, where he was CFO 2013-2018. Mats-Olof assumes the position on September 1, 2018.
Lisa Westerdahl has been appointed Marketing Director, with main responsibility for new launches. Lisa has long experience in building and developing brands, with a background from various roles in Meda AB during 2004- 2016, such as Nordic Marketing Director and International Marketing Director.
Lisa assumes the position on September 1, 2018.
Anette Abrahamsson has been employed as Chief Medical and Regulatory Officer. Anette has extensive expertise in regulatory affairs, pharmaceutical safety and quality issues / GDP with 20 years' experience from the pharmaceutical industry, such as management positions at Pfizer and Astra. Anette assumes her position on August 13.
KEY FINANCIAL DATA
| April - June | January - June | Full year | |||
|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2017 | |
| Net sales | 489.4 | 142.5 | 756.5 | 281.8 | 657.6 |
| Gross earnings | 308.6 | 85.4 | 460.2 | 160.2 | 341.9 |
| Operating expenses | -124.1 | -47.9 | -212.1 | -91.2 | -262.0 |
| Earnings before tax and non-recurring items | 232.3 | 49.7 | 321.0 | 93.5 | 169.3 |
| EBITDA margin | 47.5% | 34.9% | 42.4% | 33.2% | 25.7% |
| Earnings before tax | 121.2 | 26.6 | 169.5 | 46.0 | 20.9 |
| Earnings per share (SEK)¹ | 3.86 | 0.16 | 5.07 | 0.37 | 0.16 |
| Cash flow from operating activities | 95.2 | 43.6 | 136.7 | 78.5 | 33.5 |
| Cash | 333.6 | 150.2 | 333.6 | 150.2 | 838.6 |
¹ Taking into the bonus element of the rights issue
SALES AND EARNINGS
Net sales for the period increased to MSEK 756.5 (281.8). Of the sales increase, MSEK 388.4 stems from the operations acquired in Norway in the fourth quarter of 2017 and from the LEO operation, and MSEK 86.6 relates to milestones received from Pfizer during the second quarter.
Cost of goods sold amounted to MSEK 296.3 (121.6), resulting in a gross profit of MSEK 460.2 (160.2) and a gross margin of 60.8 (56.8) per cent for the period.
Operating expenses including depreciation and other operating income for the period amounted to MSEK 212.1 (91.2). Sales expenses amounted to MSEK 180.3 (70.6). The increase in sales costs comes primarily from the operations acquired in Norway as well as costs related to the LEO operations and the build-up of the organization as a result of the LEO acquisition.
The operating profit amounted to MSEK 248.1 (68.9).
Earnings per share amounted to SEK 5.07 (0.37).
7
CASH FLOW AND FINANCIAL POSITION
Cash flow from operating activities amounted to MSEK 136.7 (78.5). Group cash and cash equivalents at the end of the period amounted to MSEK 333.6 (150.2). Cash flow during the period was MSEK -511.6 (-29.2). The single largest changes from the first half of the previous year are cash flow related to the acquisition of the LEO operations, cash flow linked to the financing of the LEO acquisition during the second quarter of 2018 and amortization of bridge loans incurred in conjunction with the acquisition of Weifa. Total assets amounted to MSEK 6,897.1 (1,749.1) on June 30, where Intangible assets accounted for MSEK 5,648.9 (1,408.5) of the balance sheet total at the end of the period. The change from the previous year relates primarily to intangible assets as a result of the acquisition of the Weifa and LEO operations.
During the second quarter, the operations of LEO were acquired for MSEK 2,672. The acquisition was financed primarily through
short-term loans, where part of the short-term loan was amortized after completion of the rights issue during the second quarter. Amortization amounted to MSEK 1,250.
Group equity increased to MSEK 3,657.6 (1,060.1). As a result of the share issue, equity increased by MSEK 1,262 after deduction of issue costs of MSEK 52. The equity ratio was 53.0 (60.6) per cent.
PARENT COMPANY
The parent company's net sales during the second quarter of 2018 amounted to MSEK 263.3 (25.1). Profit after financial items amounted to MSEK 85.7 (6.8). The parent company's liquid assets amounted to MSEK 181.6 (53.0) at the end of the period.
SIGNIFICANT EVENTS
8
On April 4, the acquisition of the operations of LEO from the Danish pharmaceutical company LEO Pharma A / S was completed at MEUR 260.
During the second quarter, a rights issue was completed to finance part of the acquisition of
the LEO operations. The rights issue increased equity by MSEK 1,262, after deduction of issue costs of MSEK 52. After the issue, share capital amounts to MSEK 65,732,389 and the number of shares to 164,332,782.
During the second quarter, Karo Pharma received two milestone payments from Pfizer which affected earnings by MSEK 86.6.
The company distributed SEK 0.30 per share in accordance with the AGM's decision in May.
SIGNIFICANT EVENTS AFTER PERIOD END
After the end of second quarter, the company continued to buyback own shares as decided by the Board of Directors. On July 15, 2018, the repurchased shares amounted to 1,596,391.
TRANSACTIONS WITH RELATED PARTIES
For transactions with related parties, see note 2 below.
RISKS
The Group is exposed to a number of risks and insecurities.
CHANGES IN REGULATIONS AND HEALTHCARE SYSTEMS
Future changes in health care systems may be implemented in countries where the company and its partners intend to market pharmaceuticals. Such changes may affect the sales potential of these products as well as the ability to acquire new partners.
PATIENT SAFETY
Access to health care and medicine is a crucial issue for the industry. Karo Pharma applies strict standards to ensure the safety and quality of all products marketed by the company. The standard within the Good Manufacturing Practice, GMP is applicable to all medical products and the requirements are the same regardless of where the production is performed. Even for non-medicinal products, there are different quality and safety guidelines.
SIDE EFFECTS
Any use of medicines is associated with the risk of side effects of different kinds and to a different extent. Concomitant use of multiple drugs or ingestion of food or drink may alter the effect of the drug. Karo Pharma works for the safe use of medicines through an inhouse department. All potential side effects are reported to the pharmaceutical authority. During the period there were no significant incidents in pharmacovigilance.
Wrongful, delayed or missing deliveries from Group suppliers may result in Group deliveries also being delayed, inadequate or faulty. The Group is also exposed to exchange rate fluctuations. It cannot be guaranteed that Group operations will not be subject to restrictions by governmental agencies or that the Group will receive necessary future authority approvals. There is a risk that the Group's ability to develop products diminishes or that the products will not be launched according to set schedules. These risks may involve lower sales and negatively impact Group earnings.
AUDITOR'S REVIEW
This interim report has not been subject to auditor's review.
FINANCIAL CALENDAR
Interim report Jan-Sept 2018 Nov 1, 2018 Year-end report 2018 Feb 14, 2019
BOARD'S ASSURANCE
The Board of Directors and the CEO ensure that the interim report gives 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 July 19, 2018
| Anders Lönner | Marianne Hamilton | Thomas Hedner |
|---|---|---|
| Chairman of the Board | Board Member | Board Member |
| Per-Anders Johansson | Håkan Åström | Peter Blom |
|---|---|---|
| Board Member | Board Member | CEO |
FOR FURTHER INFORMATION, PLEASE CONTACT
Peter Blom, CEO, +46 70 655 56 98 or [email protected]
ABOUT KARO PHARMA
Karo Pharma is a specialty pharma company that develops and markets products to pharmacies and directly to healthcare providers. The share is listed on Nasdaq Stockholm in the 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 July 19, 2018 at 8.00 a.m. CET.
CONFERENCE CALL / AUDIOCAST
This report will not be presented at a conference call / audiocast.
| April - June | January - June | Full year | |||
|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2017 | |
| Net sales | 489 447 | 142 463 | 756 511 | 281 796 | 657 606 |
| Cost of sales | -180 822 | -57 099 | -296 315 | -121 639 | -315 703 |
| Gross profit | 308 625 | 85 364 | 460 196 | 160 157 | 341 904 |
| Operating costs | |||||
| Distribution costs | -106 244 | -35 905 | -180 281 | -70 558 | -198 609 |
| Administration | -18 152 | -7 756 | -32 508 | -15 321 | -43 650 |
| Research and development | -215 | -1 284 | -615 | -2 645 | -4 355 |
| Other operating income/expenses | 490 | -2 936 | 1 265 | -2 723 | -15 385 |
| Total operating cots | -124 122 | -47 881 | -212 138 | -91 247 | -261 999 |
| Operating profit | 184 503 | 37 483 | 248 058 | 68 910 | 79 904 |
| Financial net | -63 309 | -10 861 | -78 518 | -22 868 | -59 054 |
| Profit before tax | 121 194 | 26 622 | 169 541 | 46 042 | 20 851 |
| Tax | 405 808 | -10 420 | 404 624 | -8 490 | -6 346 |
| NET PROFIT | 527 002 | 16 202 | 574 164 | 37 552 | 14 505 |
| Net earnings attributable to: | |||||
| Shareholders in the parent company | 527 002 | 16 203 | 574 166 | 37 555 | 14 516 |
| Non-controlling interests | -1 | -1 | -2 | - | -11 |
| Earnings per share (SEK) 1 | 3,86 | 0,16 | 5,07 | 0,37 | 0,16 |
| Number of shares issued (000) | 164 333 | 82 166 | 164 333 | 82 166 | 82 166 |
CONSOLIDATED INCOME STATEMENT SUMMARY (KSEK)
¹ Taking into account the bonus element in the rights issue.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (KSEK)
| April - June | January - June | Full year | |||||
|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2017 | |||
| NET PROFIT FOR THE PERIOD | 527 002 | 16 202 | 574 164 | 37 552 | 14 505 | ||
| Other comprehensive income for the year, net of tax | |||||||
| Exchange rate differences | 106 611 | -451 | 106 611 | -412 | -20 638 | ||
| TOTAL COMPREHENSIVE INCOME | 633 613 | 15 751 | 680 776 | 37 140 | -6 133 | ||
| Total comprehensive income attributable to: | |||||||
| Shareholders of the parent company | 633 615 | 15 752 | 680 777 | 37 143 | -6 122 | ||
| Non-controlling interests | -1 | -1 | -2 | - | -11 |
| 30 June | 31 December | ||
|---|---|---|---|
| 2018 | 2017 | 2017 | |
| Assets | |||
| Intangible assets | 5 648 887 | 1 408 476 | 2 923 110 |
| Equipment | 15 757 | 12 712 | 14 498 |
| Other financial assets | 492 765 | 136 | 79 686 |
| Other current assets | 406 345 | 177 612 | 285 969 |
| Cash and cash equivalents | 333 304 | 150 190 | 838 586 |
| TOTAL ASSETS | 6 897 058 | 1 749 126 | 4 141 848 |
| Shareholders' equity and liabilities | |||
| Equity | 3 657 567 | 1 060 059 | 1 586 515 |
| Deferred tax | 84 654 | 55 420 | 89 537 |
| Long term debt | 1 992 120 | 486 121 | 1 452 623 |
| Current liabilities | 1 162 717 | 147 526 | 1 013 172 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
6 897 058 | 1 749 126 | 4 141 848 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (KSEK)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (KSEK)
| Attributable to shareholders of the par ent company |
Share capital |
Ongoing rights issue |
Other contrib uted capital |
Retained earnings/ accumu lated losses |
Non control ling interest |
Total equity |
|---|---|---|---|---|---|---|
| Amount at 1 January 2017 | 25 563 | 0 1 726 100 -1 034 773 | 122 | 717 012 | ||
| Total comprehensive income | - | -6 051 | -82 | -6 133 | ||
| Dividend | -41 083 | - | -41 083 | |||
| Rights issue, net proceeds | 7 303 | 341 487 | - | - | 348 790 | |
| Rights issue paid in, not registered equity net of transaction costs |
8 501 | 559 428 | 567 929 | |||
| Amount at 31 December 2017 | 32 866 | 8 501 2 627 015 -1 081 907 | 40 1 586 515 | |||
| Amount at 1 January 2017 | 32 866 | 8 501 2 627 015 -1 081 907 | 40 1 586 515 | |||
| Total earnings | 680 777 | 680 777 | ||||
| Dividend | -32 867 | - | -32 867 | |||
| Repurchasing of own shares | -19 605 | -19 605 | ||||
| Rights issue, net proceeds | 32 867 | -8 501 | 1 418 003 | - | - | 1 442 369 |
| Rights issue paid in, not registered equity net of transaction costs |
0 | |||||
| Amount at 30 June 2018 | 65 733 | 0 4 045 018 | -453 601 | 40 3 657 190 |
CONSOLIDATED STATEMENT OF CASH FLOWS (KSEK)
| April - June | January - June | |||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2017 | ||
| Operating activities | ||||||
| Operating income/loss before financial items | 184 503 | 37 483 | 248 058 | 68 910 | 79 904 | |
| Depreciation | 47 544 | 12 302 | 72 940 | 24 615 | 60 561 | |
| Other items not affecting liquid assets | 1 | 0 | 2 | 0 | 0 | |
| 232 049 | 49 785 | 321 000 | 93 525 | 140 465 | ||
| Financial items received and paid | -31 476 | -10 563 | -55 489 | -13 421 | -47 986 | |
| Income tax paid | -489 | -2 582 | -1 613 | -4 200 | -2 292 | |
| Cash flow from operating activities before changes in working capital |
200 083 | 36 640 | 263 898 | 75 904 | 90 186 | |
| Changes in working capital | -104 894 | 6 957 | -127 181 | 2 564 | 0 | |
| Cash flow from operating activities | 95 189 | 43 597 | 136 717 | 78 468 | 90 186 | |
| Investing activities | ||||||
| Net investment in company acquisitions | 0 | 0 | 0 | -2 025 | -1 255 689 | |
| Net investment in intangible assets | -2 673 190 | -190 | -2 674 544 | -265 | -4 075 | |
| Net investment in other financial instruments | 0 | -115 | 0 | 17 671 | 17 671 | |
| Net investment in equipment | -1 123 | -647 | -1 826 | -1 366 | -3 721 | |
| Cash flow from investing activities | -2 674 313 | -952 | -2 676 370 | 14 015 | -1 245 815 | |
| Financing activities | ||||||
| Net proceeds from share issues | 1 295 058 | 0 | 1 473 038 | 374 014 | 990 309 | |
| Transaction costs share issue 1) | -49 462 | -17 183 | -98 340 | -25 223 | -25 523 | |
| Dividend | -32 867 | -41 083 | -32 867 | -41 083 | -41 083 | |
| Warrants | 0 | 0 | 0 | 0 | 0 | |
| Borrowings | 4 243 507 | 0 | 4 243 507 | 0 | 1 750 368 | |
| Repayment of loans | -2 837 638 | 0 | -3 557 281 | -371 000 | -743 017 | |
| Transactions with minorities | -1 | 0 | 0 | 0 | 0 | |
| Cash flow from financing activities | 2 618 596 | -58 266 | 2 028 057 | -63 292 | 1 931 054 | |
| Cash flow for the period | 39 472 | -15 621 | -511 597 | 29 191 | 775 426 | |
| Cash at the beginning of the period | 295 190 166 110 | 838 586 | 121 346 | 121 346 | ||
| Currency exchange in cash | -1 100 | -299 | 6 574 | -347 | -1 519 | |
| Cash at the end of the period | 333 562 150 190 | 333 562 | 150 190 | 895 253 |
1) Comprises the portion of transaction costs paid during the period
| April - June | January - June | Full-year | |||
|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2017 | |
| Net sales | 263 297 | 25 140 | 265 383 | 31 587 | 39 269 |
| Cost of sales | -74 753 | 0 | -74 753 | -10 | 152 |
| Gross profit | 188 543 | 25 140 | 190 629 | 31 577 | 39 420 |
| Operating costs | |||||
| Sales costs | -33 881 | -1 032 | -35 028 | -2 063 | -5 518 |
| Administration | -8 600 | -3 853 | -15 045 | -7 936 | -19 158 |
| Research and development | -215 | -1 284 | -615 | -2 645 | -4 355 |
| Other operating income/expenses | 859 | -1 248 | 1 956 | -1 256 | -594 |
| Total operating costs | -41 837 | -7 417 | -48 732 | -13 900 | -29 624 |
| Operating profit | 146 706 | 17 723 | 141 897 | 17 677 | 9 796 |
| Financial net | -60 523 | -10 873 | -73 755 | -22 778 | -55 033 |
| Profit/loss before tax | 86 184 | 6 850 | 68 142 | -5 101 | -45 237 |
| Group contributions paid | 0 | 0 | 0 | 0 | 65 537 |
| Tax | 417 662 | 0 | 417 662 | 0 | -62 |
| NET PROFIT/LOSS | 503 846 | 6 850 | 485 804 | -5 101 | 20 238 |
PARENT COMPANY INCOME STATEMENT SUMMARY (KSEK)
* Sales costs consist of amortization on trademarks which were reported separately during the corresponding period last year.
PARENT COMPANY BALANCE SHEET SUMMARY (KSEK)
| 2018 | 2017 | 2017 | |
|---|---|---|---|
| Assets | |||
| Intangible assets | 2 726 723 | 74 532 | 76 279 |
| Equipment | 0 | 313 | 16 |
| Deferred tax receivables | 492 662 | 75 000 | 75 000 |
| Other financial assets | 385 099 | 21 | 350 388 |
| Shares in group companies | 2 647 153 | 1 308 367 | 2 646 768 |
| Other current assets | 141 068 | 92 351 | 127 073 |
| Cash | 181 610 | 52 967 | 695 191 |
| TOTAL ASSETS | 6 574 315 | 1 603 551 | 3 970 715 |
| Shareholders' equity and liabilities | |||
| Equity | 3 516 010 | 1 015 424 | 1 607 442 |
| Long term debt | 2 003 360 | 498 251 | 1 464 152 |
| Current liabilities | 1 054 944 | 89 876 | 899 121 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
6 574 315 | 1 603 551 | 3 970 715 |
Note 1
ACCOUNTING AND VALUATION PRINCIPLES
This interim report has been prepared in accordance with International Accounting Standards 34 for 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 applied in 2017, except for those listed in this Note under new accounting principles for 2018.
For the parent company, this interim report has been prepared in accordance with the Annual Accounts Act and RFR 2 Accounting for Legal Entities. The accounting policies applied to the Parent Company differ from those applied to the Group solely on the accounting of leasing agreements.
NEW ACCOUNTING PRINCIPLES FOR 2018
As of January 1, 2018, IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments came into force.
IFRS 9 deals with the classification, valuation and accounting of financial instruments. Karo Pharma has completed the analysis of the effects of implementing these two standards during the fourth quarter 2017. There are no changes of significant size that affects earnings or financial position.
| Jan -June | FY | |||
|---|---|---|---|---|
| 2018 | 2017 | 2017 | ||
| RX drugs | 261.7 | 103.2 | 232.0 | |
| OTC drugs | 141.6 | 5.4 | 66.0 | |
| Other | 353.1 | 173.2 | 359.6 | |
| Total net sales | 756.5 | 281.8 | 657.6 |
Note 2
TRANSACTIONS WITH RELATED PARTIES
In connection with Karo Pharma's acquisition of the company Medcore, two smaller products were licensed by a company held by Chairman Anders Lönner for more than 10 years. Karo Pharma receives 15% in commission on sales which is the same compensation that Medcore received.
Chairman Anders Lönner and Board members Per-Anders Johansson and Håkan Åström as well as the Nomination Committee and the shareholder Leif Edlund, who together hold approximately 17.8% of the capital and votes in the Company, committed to subscribe for their respective pro rata share in the proposed rights issue. The remaining part of the rights issue was underwritten by Anders Lönner, Leif Edlund and Håkan Åström, who received a 2.5% remuneration on their respective underwriting commitment. Total underwriting and subscription fees paid amounted to MSEK 27.0.
A company owned by Anders Lönner, Beampoint has transferred a trademark (Viruseptin) to Karo Pharma for a sum corresponding to the registration fee.
Note 3
ACQUISITIONS
On April 4, 2018, Karo Pharma acquired an operation from Leo Pharma (the LEO operations). The acquisition is an asset purchase transaction and includes a product portfolio of well-known drug brands as well as a platform for further development in Scandinavia as well as elsewhere in Europe and around the world.
The consideration amounted to MSEK 2,673. The assets acquired relate to product rights and goodwill. Acquired Goodwill is attributable to the platform for continued operations in Scandinavia and Europe that the acquisition of the LEO operations entails.
As the acquisition of the LEO portfolio is of a commercial takeover character, it also adds an obligation for the Company to acquire the inventory of the LEO product portfolio. This cost is estimated at approximately MSEK 100 and is expected to be paid in the second half of 2018.
The acquisition relates only to assets belonging to the former owner as part of an integrated business and has no separate historical financial information and not a separate operation with associated assets, liabilities and obligations. Consequently, a pro forma income statement as if the acquisition had taken place on January 1 and which gives a fair image cannot be established. Furthermore, this means that a preliminary acquisition analysis cannot be prepared.
Acquisition-related costs in Karo Pharma AB amount to approximately MSEK 0.5.
The consideration amounts to MSEK 2,673. Since no liquid funds were acquired, cash flow was consistent with the purchase price. The acquisition analysis of the acquisition of the LEO operations has not yet been established. The company is currently evaluating the future potential and life of the acquired products. Once this analysis is completed, the acquisition analysis will be determined, thereby determining the distribution between product rights and goodwill.
Karo Pharma will gradually take over the management of the products. During a transitional period, LEO Pharma manages the product portfolio on Karo Pharma's behalf against reimbursement at market terms. Under the agreement, the transitional period may be 24 months.
As a result of the acquisition, costs are expected to occur in quarter two to quarter four 2018 for setting up new subsidiaries and expansion of the existing sales organization (approx. MSEK 50) and costs associated with integration and expansion of Karo Pharma's regulatory organization (approx. MSEK 20).
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 analyze the company's operations. These measures may differ from measures with similar names at other companies.
Below are a number of financial performance measures and how these are used to analyze the company's goals.
For further definitions, see the Annual Report 2017 under the heading definitions.
| Financial performance | ||
|---|---|---|
| measure | Definition | Purpose |
| Average number of shares | Weighted average number of shares |
|
| Earnings per share | Earnings per average num ber of shares |
|
| 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. |
| April – June | January - June | Full year | |||
|---|---|---|---|---|---|
| Reconciliation adjusted EBITDA KSEK | 2018 | 2017 | 2018 | 2017 | 2017 |
| Operating earnings | 184 503 | 37 483 | 248 058 | 68 910 | 79 904 |
| Depreciation | 47 544 | 12 302 | 72 940 | 24 615 | 61 744 |
| Other depreciation and amortization | 0 | 0 | 0 | 0 | 0 |
| Items affecting comparability | 235 | 0 | 0 | 0 | 27 615 |
| Adjusted EBITDA | 232 283 | 49 785 | 320 998 | 93 525 | 169 264 |
Items affecting comparability are:
- Transaction costs linked to the acquisition of product rights, trademarks, licenses or companies.
- Costs related to restructuring and reorganization, e g in the case of acquisitions.