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Karo Pharma AB Interim / Quarterly Report 2017

Feb 22, 2018

6166_10-k_2018-02-22_88c714df-20a3-4f41-9fee-6d1fc5d1c667.pdf

Interim / Quarterly Report

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YEAR-END REPORT 2017 THE FULL YEAR AND FOURTH QUARTER

  • o Net sales amounted to MSEK 657.6 (347.3), whereof the fourth quarter MSEK 238.7 (96.5), representing an increase of 89 percent for the year and 147 percent for the quarter.
  • o Adjusted EBITDA amounted to MSEK 169.3 (51.7), whereof the fourth quarter MSEK 41.8 (28.9) representing a margin of 25.7 percent (14.9) for the year and 17.5 percent (29.9) for the fourth quarter. The relatively lower margin in the fourth quarter was primarily due to the lower adjusted EBITDA margin at Weifa. Restructuring to achieve synergy effects on operating costs is proceeding according to plan.
  • o Cash flow from operations amounted to MSEK 33.5 (-36.1), whereof the fourth quarter MSEK -28.8 (9.6).
  • o Earnings per share were SEK 0,17 (1,34), whereof the third quarter SEK -0,42 (1,21).
  • o Cash and cash equivalents and other short-term investments at the end of the period amounted to MSEK 838.6 (121.3).

1

SIGNIFICANT EVENTS AFTER PERIOD END

o The rights issue initiated in December 2017 was completed in January 2018 and raised MSEK 794.3 million before transaction costs of MSEK 48.8. The issue was subscribed to 98.7 percent through subscription rights and the total issue was oversubscribed at 170.0 percent.

The bridge financing of the acquisition of Weifa of MSEK 700 was amortized in January 2018.

AUDIOCAST TODAY AT 11.00 CET

The report is presented at an audiocast today at 11.00 CET that can be followed through the website www.karopharma.se, or by telephone +46 8 505 564 74. Questions may be submitted over both web and telephone.

COMMENT ON OPERATIONS

We follow our plan and the fourth quarter yielded growth with increased profits.

Karo Pharma is in a position to develop strongly in the coming years. We have changed the company's focus into becoming a leading Specialty Pharma company in the Nordic region. Through acquisitions and organic growth, we have achieved good profitability. Risks in early research have been reduced. The Pfizer Agreement/RoR Gamma has high priority without us needing to allocate resources to the project as our partner does this. The company should now be regarded as a Specialty Pharma company with a strong focus on pharmaceuticals, both prescription niche products and OTC products.

Questions are frequent on if it has not become more difficult to find acquisition projects. In truth, I have probably never experienced as many interesting and profitable acquisition candidates as right now.

But it requires us to have a serious and disciplined approach. The rights issue we carried out is aggressive in character. The acquisition of Weifa is based on a strong commercial basis. The two companies complement each other well when it comes to product portfolio and geography. The integration of Weifa into Karo Pharma has been completed and related restructuring charges have been taken. Extraordinary items affecting comparability amounted to MSEK 28 in the fourth quarter

Our plan is to further strengthen our position in the Nordic region, primarily in the field of OTC drugs. The next step also means that we step outside the Nordic region. In the next year we will be able to launch several products. We have strengthened our organization to meet the new challenges. Karo Pharma has all prerequisites to succeed.

Anders Lönner Executive Chairman

KEY FINANCIAL DATA (MSEK)

October - December Full year
2017 2016 2017 2016
Net sales 238.7 96.5 657.6 347.3
Gross earnings 116.5 39.4 341.9 148.7
Operating expenses -139.0 -18.6 -274.0 -119.2
Earnings before depreciation excluding non-re
curring items
41.8 28.9 169.3 51.7
EBITDA, % 17.5 29.9 25.7 14.9
Earnings before tax -40.8 14.7 20.9 19.8
Earnings per share, SEK -0.42 1.21 0.17 1.34
Cash flow from operating activities -28.8 9.6 33.5 -36.1
Cash and cash equivalents 838.6 121.3 838.6 121.3

SALES AND EARNINGS

Sales and earnings for 2017 and the fourth quarter include net sales and earnings from BioPhausia, unlike the previous year. In the fourth quarter, Weifa is also included, unlike the previous year.

Net sales for 2017 also include a milestone payment from Pfizer of MSEK 17.9.

Cost of goods sold amounted to MSEK 315.7 (198.5), whereof the fourth quarter MSEK 122.2 (57.1). This resulted in a gross profit of MSEK 341.9 (148.7), whereof the fourth quarter MSEK 116.5 (39.4) and a gross margin of 52.0 (42.8) percent for the year and 48.8 (40.8) percent in the fourth quarter. The change in

gross margin in the fourth quarter compared with previous periods is primarily due to previous periods being affected by a milestone payment of MSEK 17.9 from Pfizer received in the second quarter and that the fourth quarter was affected by higher inventory write-downs than normal.

Operating expenses including depreciation and other operating income, amounted to MSEK 262.0 (119.2), whereof the fourth quarter MSEK 127.1 (18.6). Operating costs for the full year include BioPhausia's full year costs and Weifa's costs during the last quarter totaling MSEK 103.5. Furthermore, operating costs have been affected by restructuring costs related to the acquisition of Weifa

and costs attributable to the acquisition. Sales costs amounted to MSEK 198.6 (112.8), whereof the fourth quarter MSEK 93,7.7 (35.4). The increase in sales costs incurred in 2017 compared to the previous year, include MSEK 97.0 of costs from Bio-Phausia and Weifa that were not included in the Group 2016. Of these costs, MSEK 44.7 relate to depreciation of product rights. Restructuring to reap synergies on the cost side are developing according to plan. Restructuring costs have affected operating costs during the fourth quarter.

Administrative costs amounted to MSEK 43.7 (28.7), whereof the fourth quarter MSEK 16.5 (10.2). The increase in the fourth quarter compared to previously relates to costs from BioPhausia and Weifa of MSEK 2.5 and restructuring costs of MSEK 3.5.

The operating profit amounted to MSEK 79.9 (29.6), and the fourth quarter recorded an operating loss of MSEK -10.6 (profit 20.8).

Earnings (loss) per share amounted to SEK 0.17 (1.34), whereof the fourth quarter -0.42 (1.21) SEK.

CASH FLOW AND FINANCIAL POSITION

Unless otherwise stated, comparative figures refer to 31 December 2016.

Cash flow from operating activities amounted to MSEK 33.5 (-36.1), whereof the fourth quarter MSEK -28.8 (9.6). Cash flow from operating activities in the fourth quarter was affected by interest payments and other fees related to loans for the acquisitions of Biophausia and Weifa, as well as changes in invoicing dates, affecting accounts receivable. The Group's cash and cash equivalents amounted to MSEK 838.6 (121.3) at the end of the period. Intangible assets amounted to MSEK 2,923.1 (1,432.0) at the end of the period. The change relates primary to acquired intellectual property rights in connection with the acquisition of Weifa.

The Group's long-term liabilities increased to MSEK 1,452.6 (539.9). The increase in long-term liabilities relates primarily to loans for the acquisition of Weifa and long-term liabilities that Weifa had before the acquisition. Short-term liabilities increased to MSEK 1,013.2 (456.6). The increase in short-term debt is primarily due to the loan raised in conjunction with the acquisition of

Weifa of MSEK 700, which was amortized in full in January 2018.

The Group's equity increased to MSEK 1,586.5 (717.0), which, after consideration of the profit for the period, amounted to SEK 0.17 (1.34) per share. The equity ratio was 38.3 (40.4) percent.

THE PARENT COMPANY

The parent company's net sales for 2017 amounted to MSEK 39.3 (48.9), whereof the fourth quarter MSEK 0.4 (33.1). Net sales for the full year include a milestone payment from Pfizer of MSEK 17.9. Loss after financial items amounted to MSEK -45.2 (profit 0.9), of which fourth quarter MSEK -34.4 (18.5). The Parent Company's cash and cash equivalents and other short-term investments amounted to MSEK 695.2 (85.7) at the end of the period.

NOMINATION COMMITTEE

In accordance with the AGM's resolution, the Chairman of the Board has seen to that the company's four largest shareholders by voting rights, have been offered to appoint one representative each to be included in the Nomination Committee. The Nomination Committee has the following members:

  • o Per-Anders Johansson
  • o Leif Edlund
  • o Hans Ek

The Nomination Committee will prepare proposals for the Annual General Meeting 2018 regarding Chairman of the meeting, number of Board members and Alternate members, remuneration to the Board and auditors, election of the Chairman of the Board, other Board members and auditors.

The Annual General Meeting will take place in Stockholm on 3 May 2018.

Shareholders who wish to submit proposals to the Nomination Committee can do so by e-mail to [email protected].

SIGNIFICANT EVENTS AFTER PERIOD END

In January 2018, the right issue initiated in December 2017 was completed. The proceeds have in addition to payment of transaction costs, been used amortize the MSEK 700 bridge loan granted to the company in connection with the acquisition of Weifa ASA.

o Anders Lönner, Chair

RISKS

The Group is exposed to a number of risks and insecurities. Wrongful, delayed or missing deliveries from Group suppliers may result in Group's deliveries also being delayed, inadequate or wrong. The Group is also exposed to exchange rate fluctuations. It is not guaranteed that Group operations will not be subject to restrictions from governmental agencies or that the Group will receive necessary future authority approvals. There is a risk that the Group's ability to develop products decreases or that the products will not be launched according to set schedules. These risks may involve decreased sales and may have other negative effects on Group earnings.

ACCOUNTING AND VALUATION PRINCIPLES

This year-end report has been prepared in accordance with International Accounting Standards 34 on Interim Reports and International Financial Reporting Standards IFRS as adopted by the

EU. The accounting and valuation principles that have been used are unchanged compared to those applied in 2016.

As regards 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 applying to the Group solely for the purposes of accounting for leases.

AUDIOCAST

This report will be presented (in Swedish) today at. 11:00 CET in an audiocast with slides that can be followed on www.karopharma.se as well as over telephone +46 (0) 8 505 56 474. Questions can be submitted both over the Internet and over the phone.

FINANCIAL CALENDAR

Annual report 2017 Apr 2018
Interim report Jan-March 26 Apr 2018
Annual General Meeting 3 May 2018
Interim report Jan-June 19 July 2018
Interim report Jan-Sept 1 Nov 2018
Year-end report 2018 14 Feb 2019

All reports will be available on the company's website at the specified date.

The 2017 Annual Report will be available at the latest between 5 April to 9 April.

BOARD OF DIRECTORS' 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, financial position and earnings, and describes significant risks and uncertainties that the company and the companies that are part of the Group face.

Stockholm 22 February 2018

Thomas Hedner
Board Member Board Member
Marianne Hamilton
Per-Anders Johansson Håkan Åström Peter Blom
Board Member Board Member CEO

FOR FURTHER INFORMATION, PLEASE CONTACT Peter Blom, CEO, +46 (0) 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 22 February 2018 at 8.00 a.m. CET.

CONSOLIDATED INCOME STATEMENT SUMMARY (KSEK)

October-December Full year
2017 2016 2017 2016
Net sales 238 716 96 454 657 606 347 261
Cost of sales -122 238 -57 078 -315 703 -198 536
Gross earnings 116 479 39 376 341 904 148 725
Operating expenses
Distribution costs -93 729 -35 339 -198 609 -112 787
Administration -16 496 -10 165 -43 650 -28 689
Research and development -1 502 -586 -4 355 -5 259
Other operating income/expenses -15 325 27 497 -15 385 27 583
Operating costs -127 052 -18 593 -261 999 -119 152
Operating profit/loss -10 574 20 783 79 904 29 573
Financial net -30 290 -6 105 -59 054 -9 735
Earnings/Loss before Tax -40 863 14 678 20 851 19 838
Tax 5 627 76 741 -6 346 75 718
NET EARNINGS / LOSS -35 236 91 419 14 505 95 556
Net earnings attributable to:
Shareholders in the parent company -35 241 91 367 14 516 95 554
Non-controlling interests 7 52 -11 -
Earnings / loss per share (SEK)1 -0.42 1.21 0.17 1.34
Number of shares issued (000) 82 166 63 907 82 166 63 907

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (KSEK)

October-December Full year
2017 2016 2017 2016
NET EARNINGS / LOSS FOR THE PERIOD -35 236 91 419 14 505 95 556
Other comprehensive income for the period, net of tax
Exchange rate differences -20 282 58 -20 638 357
TOTAL COMPREHENSIVE INCOME / LOSS -55 518 91 477 -6 133 95 913
Total comprehensive income / loss attributable to:
Shareholders of the parent company -55 525 91 425 -6 122 95 911
Non-controlling interests 7 52 -11 -
2017-12-31 2016-12-31
Assets
Intangible assets 2 923 110 1 432 012
Equipment 14 498 12 297
Other financial assets 79 686 37 801
Other current assets 285 969 169 390
Cash and cash equivalents 838 586 121 346
TOTAL ASSETS 4 141 848 1 772 846
Shareholders' equity and liabilities
Equity 1 586 515 717 012
Deferred tax 89 537 59 371
Long term debt 1 452 623 539 883
Current liabilities 1 013 172 456 580
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 4 141 848 1 772 846

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (KSEK)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (KSEK)

Ongoing Other
contrib
Retained
earnings/
Non
control
Attributable to shareholders of the parent
company
Share
capital
rights is
sue
uted
capital
accumu
lated losses
ling
interest
Total
equity
Amount at 1 January 2016 19 970 1 473 614 -1 130 127 1 124 364 581
Total comprehensive income - 95 911 2 95 913
Acquisition of non-controlling interests - -557 -1 004 -1 561
Rights issue, net proceeds 5 593 251 966 - - 257 559
Warrants 520 - - 520
Amount at 31 December 2017 25 563 0 1 726 100 -1 034 773 122 717 012
Amount at 1 January 2017 25 563 0 1 726 100 -1 034 773 122 717 012
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 2 585 932 -1 040 824 40 1 586 515
October -December Full year
2017 2016 2017 2016
Operating activities
Operating income/loss before financial items -10 573 20 783 79 904 29 573
Depreciation 23 532 8 067 60 561 22 110
Other items not affecting liquid assets 0 -26 749 0 -26 652
12 959 2 101 140 465 25 031
Financial items received and paid -27 785 -13 447 -47 986 -17 077
Income tax paid 2 745 0 -2 292 0
Cash flow from operating activities before changes
in working capital
-12 082 -11 346 90 186 7 954
Changes in working capital -16 705 20 919 -56 667 -44 072
Cash flow from operating activities -28 787 9 573 33 519 -36 118
Investing activities -1 250 656 -530 -1 255 689 -2 087
Net investment in company acquisitions -3 783 -863 699 -4 075 -926 183
Net investment in intangible assets 0 0 17 671 0
Net investment in other financial instruments -1 653 -62 152 -3 721 -67 656
Net investment in equipment
Cash flow from investing activities -1 256 093 -926 381 -1 245 815 -995 926
Financing activities
Net proceeds from share issues 616 295 0 990 309 279 628
Transaction costs rights issue 1) -300 0 -25 523 -22 070
Dividend 0 0 -41 083 0
Warrants - -60 0 460
Loans 1 750 368 900 000 1 750 368 900 000
Repayment of loans -372 017 -8 555 -743 017 -80 055
Transactions with minorities - -1 561 0 -1 561
Cash flow from financing activities 1 994 346 889 824 1 931 054 1 076 402
Cash flow for the period 709 467 -26 984 718 759 44 358
Cash at the beginning of the period 130 387 147 832 121 346 76 490
Currency exchange in cash -1 268 499 -1 519 499
Cash at the end of the period 838 586 121 347 838 586 121 347

11) Comprises the portion of transaction related costs that has been paid during the period

PARENT COMPANY INCOME STATEMENT SUMMARY (KSEK)
------------------------------------------------ --
October-December Full year
2017 2016 2017 2016
Net sales 430 33 067 39 269 48 885
Cost of sales 162 -1 812 152 -12 567
Gross earnings 591 31 255 39 420 36 318
Operating expenses
Distribution costs -1 031 -995 -5 518 -4 079
Administration -6 487 -8 013 -19 158 -20 126
Research and development -1 503 -586 -4 355 -5 259
Other operating income/expenses -193 28 939 -594 28 956
-9 213 19 345 -29 624 -508
Operating result -8 622 50 600 9 796 35 810
Financial net -25 738 -32 102 -55 033 -34 938
Earnings before tax -34 360 18 498 -45 237 872
Group contributions paid 65 537 -1 260 65 537 -1 260
Tax -62 75 000 -62 75 000
NET EARNINGS 31 115 92 238 20 238 74 612

PARENT COMPANY BALANCE SHEET SUMMARY (KSEK)

2017-12-31 2016-12-31
Assets
Intangible assets 76 279 76 328
Equipment 16 666
Deferred tax receivables 75 000 75 000
Other financial assets 350 388 28 357
Shares in group companies 2 646 768 1 308 367
Other current assets 127 073 61 283
Cash 695 191 85 743
TOTAL ASSETS 3 970 715 1 635 744
Shareholders' equity and liabilities
Equity 1 607 442 712 418
Long term debt 1 464 152 538 807
Current liabilities 899 121 384 519
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 3 970 715 1 635 744

Note 1

ACQUISITION

In October 2017, Karo Pharma acquired all shares in the Norwegian company Weifa ASA. The acquisition includes a portfolio of well-known drug brands in the Norwegian market. The brand portfolio is characterized by a long history of stable sales, primarily of four key products, Paracet, Ibux, Paralgin and Asan.

Details of the consideration, acquired net assets and goodwill are shown below (all amounts, unless otherwise stated, are expressed in thousands, KSEK):

For consideration - cash outflow, see below.

The assets and liabilities recognized as a result of the acquisition are as follows:

Assets and liabilities Fair value,
KSEK
Product rights 775 468
Tangible assets 818
Inventory 19 216
Customer receivables 74 442
Tax claim 87
510
Other current assets 3 122
Cash 72 092
Payables -23 043
Other short-term debt -79
947
Interest-bearing long-term loans -355 001
Other long-term debt -4 841
Deferred tax -39 322
Goodwill 792 247
Acquired net assets 1 322 748

Goodwill is attributable to the synergies expected based on the companies fit regarding product portfolio and geography. The common product portfolio with several new product launches has greater chances of success. A strong and profitable home market provides better opportunities for taking the next step towards more markets and collaborations outside the Nordic region. No part of the reported goodwill is expected to be tax deductible.

Had the acquisition been completed on 1 January 2017, consolidated pro forma income and adjusted earnings before depreciation at 31 December 2017 were MSEK 951.3 and MSEK 226.1 respectively. These amounts have been calculated using the subsidiary's earnings adjusted for non-recurring items.

Acquisition-related costs in Karo Pharma AB amount to approximately MSEK 15 and have affected earnings in the fourth quarter.

Consideration - cash outflow is shown in the table below:

Acquisition 2017 relates to the acquisition of Weifa and acquisition 2016 relates to the acquisition of BioPhausia.

Cash outflow to ac 2017 2016
quire subsidiaries net (KSEK) (KSEK)
of acquired cash as
sets
Cash consideration 1
322 748
928 964
Cash assets in ac -72 102 -764
quired companies
Net
outflow of cash –
1
250 646
928 200
investment opera
tions

The acquisition analysis of the acquisition of Weifa ASA is preliminary until the final breakdown between goodwill, product rights and other intangible assets has been determined. The company is currently evaluating the future potential and life of the acquired products. When this analysis is completed, the acquisition analysis will be determined, which may lead to a change in the distribution of product rights and goodwill. A changed valuation of product rights would also affect the size of deferred tax liability.

Note 2

TRANSACTIONS WITH RELATED PARTIES

During the third quarter, Karo Pharma acquired the company Medireduce AB with the product "Kolestemin", which contains a unique patented combination of plant sterols. Through his company CIMON, Board member Per Anders Johansson had an ownership in Medireduce AB corresponding to 24.2 percent. Per Anders Johansson did not participate in the decision to implement the acquisition.

During the period, one of Karo Pharma's subsidiaries sold two products on license from a company Beampoint owned by

Chairman Anders Lönner. The subsidiary received commissions of 15 percent of sales. The commission amounted to KSEK 532 for 2017.

In the rights issue during the first quarter, Chairman Anders Lönner marshalled and guaranteed 92 percent of the total issue of MSEK 374 and received a 5 percent commission on the guaranteed amount corresponding to approximately MSEK 17 in guarantee fee. Furthermore, Anders Lönner guaranteed without compensation his own holding of 5 percent, as Board member Per-Anders Johansson also did for his holding of 3 percent.

In December 2017, a rights issue was initiation that was completed in January 2018. In connection with the issue, Chairman Anders Lönner marshalled and guaranteed 89 percent of the issue amounting to MSEK 794. The guarantee fee amounted to 5 percent, resulting in MSEK 35.5 being paid to the guarantor in January 2018. In addition, Anders Lönner and Board member Per-Anders Johansson guaranteed without compensation to subscribe for shares related to their respective holdings at the time of issue.

In January 2018, the Board decided to purchase the brand Viruseptin from one of Board Chairman Anders Lönner's companies, Beampoint for KSEK 74. Anders Lönner did not participate in the decision to acquire Viruspetin.

Note 3

DEFINITIONS

The quarterly report refers to a number of financial performance measures that are

not defined in 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 measures are used to analyze the company's goals.

For further definitions, see the Annual Report 2016 under the heading Definitions.

Financial performance measure Definition Purpose
Average number of shares Weighted average number of
shares
Earnings / Loss per share Earnings / loss per average
number of shares
Equity ratio Equity as a percentage of Total
Assets
The equity ratio is relevant for inves
tors and other stakeholders who
want to assess the company's finan
cial stability and ability to manage
long term.
Gross margin Gross earnings as a percentage
of Net sales.
Gross earnings is used to show the
company's margin before the impact
of costs such as sales and administra
tion costs and R & D.
Adjusted EBITDA Operating earnings before de
preciation excluding items af
fecting comparability
The financial performance measure
shows the underlying earnings from
operations, adjusted for effect of de
preciation and items that affect com
parisons over time. It provides a pic
ture of earnings generated from on
going operations.
Adjusted EBITDA margin Adjusted EBITDA in relation to
Net sales
The ratio is used to measure the
profitability of ongoing operations.
October - December Full year
Reconciliation adjusted EBITDA 2017 2016 2017 2016
Operating earnings / losst -10 573 20 783 79 904 29 573
Depreciation 24 714 8 067 61 744 22 110
Other depreciation and amortization 0 0 0 0
Items affecting comaparbility 27 615 0 27 615 0
Adjusted EBITDA 41 757 28 850 169 264 51 683

As items affecting comparability are

  • Transaction costs linked to the acquisition of product rights, trademarks, licenses or companies.
  • Costs related to restructuring and reorganization, eg in the case of acquisitions.
  • Costs for revaluation of assets in connection with acquistions.

Note 4

NEW ACCOUNTING PRINCIPLES FOR 2018

As of 1 January 2018, IFRS 15 Income from Contracts with Customers and IFRS 9 Financial Instruments enters into force. IFRS 15 regulates how accounting for income is

to be done and IFRS 9 deals with the classification, valuation and accounting of financial instruments. Karo Pharma has been working in 2017 to analyze the effects of the implementation of these two standards. The assessment of impact on earnings and financial position remains but is deemed not to be material.