Interim / Quarterly Report • Nov 25, 2011
Interim / Quarterly Report
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Corporate identity number 556707-5048
The third quarter was distinguished by a continued high level of activity in both business development and our portfolio companies' projects. We were especially pleased by Axelar's completed safety study on AXL1717 during the quarter, where the major objectives were all met. The results show that AXL1717 has the potential to be an important new treatment for non-small cell lung cancer patients. The next step for Axelar is to initiate a randomized Phase II clinical study of non-small cell lung cancer patients. We expect the first patients to enter the study before the end of the year, according to plan. Further, Dilaforette has initiated a Phase I/II study with Sevuparin for the treatment of severe malaria. This is the first time Sevuparin is being tested on malaria patients.
Our efforts to evaluate and prioritize the portfolio are continuing with the goal of redistributing resources to projects that are considered to have the greatest commercial potential. During the quarter, the preclinical company Avaris was fully written down after it did not meet the targets Karolinska Development had set to merit further investments in the company.
The inflow of new innovations is much improved and the strengthening of our management team by adding Michael Sundström is therefore very important. With his vast international experience from academia as well as the pharmaceutical industry, he will play an important role as Vice President Discovery Research with responsibility for new projects and as CEO of our subsidiary Actar. I am looking forward to the quarters ahead, which are likely to be eventful.
Torbjörn Bjerke Chief Executive Officer
| Group | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| Amounts in SEKm | Jul-Sep | Jul -Sep | Jan - Sep | Jan - Sep |
| Revenue | 1.9 | 3.1 | 7.1 | 11.5 |
| Profit/loss after tax | -140.5 | -15.1 | -271.3 | -114.7 |
| Earnings per share before and after dilution (SEK) | -2.64 | -0.33 | -5.88 | -3.27 |
| Investments in portfolio companies * | 11.6 | 55.7 | 237.9 | 143.6 |
| Of which conversions and transfers not affecting cash flow | 2.4 | 0 | 108.9 | 0 |
| Of which investments in subsidiaries | 0 | 13.6 | 69.0 | 43.1 |
| Cash flow | 58.0 | -348.0 | ||
| Cash, cash equivalents and short-term investments | 691.9 | 331.0 | ||
| Net asset value per share (SEK) | 46.67 | 58.54 | ||
| Value of total portfolio | 1,563.9 | 1,556.6 |
*Investments in portfolio companies affecting cash flow amounted to SEK 129.0m for the interim period. Of this amount, SEK 69.0m related to investments in subsidiaries, due to which the Group's Investments and transfers affecting cash flow amounted to SEK 60.0m.
Axelar AB published results from its completed Phase I/II clinical safety study on the drug candidate AXL1717 at the European Multidisciplinary Cancer Congress (ESMO) in Stockholm. All major objectives were met in the clinical study, and signs that suggest clinical benefit were observed in some patients with non-small cell lung cancer.
Dilaforette AB announced that the first patient has received a dose of Sevuparin in a Phase I/II study. This is the first time Sevuparin is being tested in malaria patients. Primarily a safety study, it is being conducted on uncomplicated falciparum malaria patients before moving on to severe malaria patients in the next step. The study, comprising 98 patients, is being conducted in Thailand together with the Mahidol Oxford Research Unit (MORU) in Bangkok. MORU is a collaboration between Mahidol University and the University of Oxford sponsored by the Wellcome Trust of Great Britain.
Michael Sundström, PhD, has been appointed Vice President Discovery Research of Karolinska Development as well as CEO of the subsidiary Actar AB. Michael was most recently the Managing Director of the Novo Nordisk Foundation Center for Protein Research, a leading academic center for protein and proteome research. He has nearly 20 years of international experience from leading pharmaceutical and biotechnology organizations, including as Director, Structural Chemistry, and Chairman of the Oncology Research Review Committee at Pharmacia as well as Chief Scientist of the Structural Genomics Consortium at Oxfords University.
The portfolio company Avaris AB did not reach the targets that Karolinska Development set and further investments have been discontinued. As a result, this holding was fully written down, which affects the operating result for the reporting period by SEK -53.7m and the financial net by SEK -4.5m for loan receivables which have been written down.
No significant events after the end of the reporting period.
Karolinska Development's portfolio currently consists of 34 projects at various stages. In total, 12 projects are in clinical trials.
| PHARMACEUTICALS | Ownership | Concept development |
Lead discovery |
Lead optimization |
Preclinical development |
Phase I | Phase II | Phase III | Launch |
|---|---|---|---|---|---|---|---|---|---|
| ONCOLOGY | |||||||||
| Aprea AB | 40% | ||||||||
| Axelar AB | 40% | ||||||||
| Oncopeptides AB | 42% | ||||||||
| Akinion Pharmaceuticals AB | 88% | ||||||||
| DERMATOLOGY AND WOUND HEALING | |||||||||
| Pergamum AB (DPK-060) | 62% | ||||||||
| Pergamum AB (PXL01) | 62% | ||||||||
| Pergamum AB (LL-37) | 62% | ||||||||
| WOMEN'S HEALTH | |||||||||
| Dilafor AB | 55% | ||||||||
| Umecrine Mood AB | 38% | ||||||||
| Pharmanest AB | 50% | ||||||||
| INFECTIOUS DISEASE | |||||||||
| Dilaforette AB | 54% | ||||||||
| Biosergen AS | 57% | ||||||||
| CARDIOVASCULAR | |||||||||
| Athera Biotechnologies AB (Annexin A5) | 57% | ||||||||
| Athera Biotechnologies AB (PC-mAb) | 57% | ||||||||
| CNS | |||||||||
| BioChromix Pharma AB | 56% | ||||||||
| Umecrine Cognition AB | 40% | ||||||||
| INFLAMMATION | |||||||||
| NovaSAID AB | 89% | ||||||||
| ProNoxis AB | 18% | ||||||||
| OPHTHALMOLOGY | |||||||||
| Clanotech AB | 86% | ||||||||
** Indirect ownership through Pergamum AB Shaded colored area = ongoing phase
The total value of portfolio holdings calculated in accordance with the International Private Equity and Venture Capital Valuation Guidelines for fair value was SEK 1,563.9m on closing date, compared with SEK 1,454.7m on 31 December 2010.
Consolidated revenue for the interim period amounted to SEK 7.1m, compared with SEK 11.5m in the same period in 2010, which was primarily due to a decrease in services sold to portfolio companies.
The Group's operating loss for the interim period 2011 amounted to SEK -277.4m (-123.3), a change of SEK -154.1m compared with the same period in 2010. The loss after tax amounted to SEK -271.3m (-114.7). The increased loss was mainly due to the portion of the change in fair value affecting income, which amounted to SEK -167.8m (-42.4) during the 2011 interim period. This in turn was mainly caused by discontinued projects and holdings in the portfolio companies Avaris AB, IMED AB, Eribis AB, HBV Theranostica AB and Omnio Healer AB, which affected the result by SEK -119.9m. The portion of the change in fair value affecting income during the third quarter was SEK -104.9m, of which SEK -53.7m related to the divestment of the holding in Avaris AB. The result has also been adversely affected by increased operating expenses in subsidiaries, the consolidation of the former associated company Axelar AB as a subsidiary as of the second quarter, and listing costs in the Parent Company.
When Karolinska Development obtains a controlling interest in a portfolio company, it is reclassified as a subsidiary and consolidated. This process includes an acquisition analysis in which assets and liabilities are measured at fair value, where the value of the assets is mainly attributable to development projects in progress. The value of development projects in progress is subject to continuous impairment testing, which means that any negative changes in fair value compared with the date when the company was reclassified as a subsidiary affect the Group's results, while any positive changes do not. Changes in the fair value of portfolio companies classified as joint ventures, associated companies or other long-term securities holdings affect the Group's results both positively and negatively.
The Group's equity to total assets ratio was 93 percent (97) on 30 September 2011 and equity amounted to SEK 2,287.9m (1,717.2). The equity to total assets ratio decreased largely because Axelar AB has been consolidated as a subsidiary and because the Group's intangible assets and deferred tax liabilities have increased as a result.
Cash, cash equivalents and short-term investments amounted to SEK 691.9m on 30 September 2011, an increase of SEK 448.0m since the beginning of the year. The increase was due to the new share issue in April, which provided the Group with proceeds of SEK 563.1m after deducting issue costs.
Total assets amounted to SEK 2,464.5m (1,773.6) on September 30.
The Group's investments during the interim period amounted to SEK 237.9m (143.6). Investments in portfolio companies affecting cash flow amounted to SEK 129.0m, of which SEK 69.0m was invested in subsidiaries. Investments not affecting cash flow during the interim period consisted of SEK 86.5m in receivables which have been offset against shares in joint ventures and associated companies and SEK 22.4m in investments transferred to KCIF Co-Investment Fund KB.
For further information, see Note 12.
*Comparable figures refer to 31 December 2010
Parent Company revenue during the interim period from services rendered to portfolio companies declined to SEK 1.8m (8.2). The decrease occurred primarily because consulting support to KCIF Fund Management AB, which sells services to KCIF Co - Investment Fund KB, has been reduced.
The Parent Company's operating loss during the interim period amounted to SEK -164.0m (-95.3), a change of SEK -68.7m compared with the same period in 2010. The increased loss was mainly due to write-downs of portfolio companies and listing costs.
During the third quarter, the portfolio company Avaris AB was written down by SEK -53.7m.
The loss after taxes for the interim period was SEK -173.7m (-89.3).
The Parent Company invested a total of SEK 69.0m (43.1) in subsidiaries during the interim period. The largest investments were in Akinion Pharmaceuticals AB at SEK 30.0m, Axelar AB at SEK 20.0m, and NovaSAID AB at SEK 12.0m.
The Parent Company invested SEK 165.9m (93.8) in associated companies and joint ventures. The largest investments were in Pergamum AB at SEK 95.9, where loans of SEK 77.6m have been converted, Aprea AB at SEK 12.5m, and Dilafor AB at SEK 9.0m.
Investments in co-owned portfolio companies through KCIF Co-Investment Fund KB (KCIF) amounted to SEK 31.0m, of which SEK 22.4m initially invested by Karolinska Development has been transferred at cost to KCIF. These divestments have been made by Karolinska Development, which also subscribed for KCIF's portion of the shares in order to subsequently sell them to KCIF (a procedure regulated by agreements with EIF and KCIF (Note 13).
The Parent Company invested SEK 3.0m (6.7) in other long-term securities holdings (Note 12).
Risks and uncertainties are primarily associated with investments in portfolio companies and the development of projects in these companies, as well as financial risks.
Future investments in portfolio companies in many cases will require capital from co-investors. There is no guarantee that such capital can be obtained.
Companies active in pharmaceutical development and medical technology at an early phase are, by their very nature, difficult to value, as lead times are very long and the development risks are high. Due to the uncertainty in these assessments, the estimated value of the portfolio may deviate substantially from the future generated value.
For a description of other risks and uncertainties, refer to the annual report 2010.
The CEO hereby certifies that this interim report gives a true and fair view of the operations, financial position and results of operations of the Parent Company and the Group and describes the material risks and uncertainties faced by the Parent Company and the companies included in the Group.
Solna, 25 November 2011
Torbjörn Bjerke CEO
| Year-end report 2011 | 25 February 2012 |
|---|---|
| Annual report 2011 | April 2012 |
| Interim report January - March 2012 | 15 May 2012 |
| Annual General Meeting | 23 May 2012 |
The reports will be published on Karolinska Development's website, www.karolinskadevelopment.com
Torbjörn Bjerke, CEO +46 (0) 72 744 41 23
Gunnar Casserstedt, CFO and Deputy CEO +46 (0) 73 068 37 00
See also www.karolinskadevelopment.com
Karolinska Development AB (publ) Fogdevreten 2A SE-171 65 Solna, Sweden
Note: This report is a translation of the Swedish interim report. In the event of any discrepancies, the Swedish version shall prevail.
To the Board of Directors of Karolinska Development AB (publ)
We have reviewed the condensed financial information (interim report) for Karolinska Development AB (publ) as per 30 September 2011 and the nine-month period ended on this date. The Board of Directors and the CEO are responsible for the preparation and presentation of this financial information in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this financial information based on our review.
We conducted our review in accordance with the Swedish Standard on Review Engagements SÖG 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA) and other generally accepted auditing standards. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion based on an audit.
Based on our review, nothing has come to our attention that causes us to believe that the interim report for the Group is not prepared, in all material respects, in accordance with IAS 34 and the Swedish Annual Accounts Act, and for the Parent Company in accordance with the Swedish Annual Accounts Act.
Stockholm, 25 November 2011
Deloitte AB
Thomas Strömberg
Authorized Public Accountant
| 2011 | 2010 | 2011 | 2010 | 2010 | ||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Revenue | 1,936 | 3,074 | 7,115 | 11,543 | 13,895 | |
| Other external expenses | -25,722 | -17,351 | -70,862 | -46,586 | -62,559 | |
| Personnel costs | -13,499 | -8,625 | -43,480 | -30,132 | -43,393 | |
| Depreciation, amortization and impairment losses on tangible and intangible non-current assets |
-792 | -325 | -2,391 | -15,679 | -27,418 | |
| Change in fair value of shares in joint ventures and associated companies |
2 | -98,294 | 10,741 | -164,189 | -42,839 | -224,104 |
| Change in fair value of other long-term securities | ||||||
| holdings | 2 | -6,608 | -3,592 | -3,577 | 399 | -1,685 |
| Operating loss | -142,979 | -16,078 | -277,384 | -123,294 | -345,264 | |
| Financial net | 3 | -4,317 | 2,269 | -9,134 | 5,959 | 5,983 |
| Loss before tax | 2 | -147,296 | -13,809 | -286,518 | -117,335 | -339,281 |
| Deferred taxes | 6,773 | -1,261 | 15,229 | 2,609 | 4,697 | |
| NET LOSS FOR THE YEAR | -140,523 | -15,070 | -271,289 | -114,726 | -334,584 | |
| Attributable to: | ||||||
| Parent Company's shareholders | -128,081 | -11,020 | -249,230 | -108,714 | -325,615 | |
| Non-controlling interests | -12,442 | -4,050 | -22,059 | -6,012 | -8,969 | |
| TOTAL | -140,523 | -15,070 | -271,289 | -114,726 | -334,584 |
| 2011 | 2010 | 2011 | 2010 | 2010 | ||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Net loss for the period | -140,523 | -15,070 | -271,289 | -114,726 | -334,584 | |
| Total comprehensive income for the period | -140,523 | -15,070 | -271,289 | -114,726 | -334,584 | |
| Attributable to: | ||||||
| Parent Company's shareholders | -128,081 | -11,020 | -249,230 | -108,714 | -325,615 | |
| Non-controlling interests | -12,442 | -4,050 | -22,059 | -6,012 | -8,969 | |
| TOTAL | -140,523 | -15,070 | -271,289 | -114,726 | -334,584 |
| 2011 | 2010 | 2011 | 2010 | 2010 | ||
|---|---|---|---|---|---|---|
| Amounts in SEK | Note | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Earnings per share attributable to Parent Company's shareholders, weighted average, before and after dilution |
-2.64 | -0.33 | -5.88 | -3.27 | -9.79 | |
| Number of shares, weighted average | 9 | 48,531,417 | 33,331,417 | 42,351,197 | 33,241,198 | 33,263,938 |
| Amounts in SEK 000 | Note | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | 4 | 702,672 | 181,177 | 179,778 |
| Tangible non-current assets | 1,946 | 2,921 | 2,493 | |
| Shares in joint ventures and associated companies | 6,7 | 1,017,651 | 1,361,975 | 1,220,791 |
| Other long-term securities holdings | 6,7 | 27,272 | 31,844 | 24,761 |
| Other financial assets | 0 | 6,296 | 0 | |
| Total non-current assets | 1,749,541 | 1,584,213 | 1,427,823 | |
| Current assets | ||||
| Accounts receivable | 975 | 343 | 680 | |
| Other short-term receivables | 8 | 18,649 | 69,084 | 93,054 |
| Prepaid expenses and accrued income | 3,430 | 6,206 | 8,138 | |
| Current investments | 526,534 | 284,927 | 136,607 | |
| Cash and cash equivalents | 165,367 | 46,079 | 107,325 | |
| Total current assets | 714,955 | 406,639 | 345,804 | |
| TOTAL ASSETS | 2,464,496 | 1,990,852 | 1,773,627 |
| Amounts in SEK 000 | Note | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|---|
| Equity and liabilities | ||||
| Equity | ||||
| Share capital | 9 | 24,266 | 16,666 | 16,666 |
| Share premium | 1,768,179 | 1,212,611 | 1,212,611 | |
| Retained earnings including current period result | 195,187 | 671,385 | 454,484 | |
| Equity attributable to Parent Company's shareholders | 1,987,632 | 1,900,662 | 1,683,761 | |
| Non-controlling interests | 300,288 | 29,119 | 33,414 | |
| Total equity | 2,287,920 | 1,929,781 | 1,717,175 | |
| Liabilities | ||||
| Long-term liabilities | ||||
| Deferred taxes | 10 | 148,344 | 34,479 | 34,195 |
| Interest-bearing liabilities | 2,000 | 5,016 | 2,000 | |
| Total long-term liabilities | 150,344 | 39,495 | 36,195 | |
| Current liabilities | ||||
| Accounts payable | 8,096 | 6,917 | 3,117 | |
| Other short-term liabilities | 4,531 | 4,475 | 5,044 | |
| Accrued expenses and prepaid income | 13,605 | 10,184 | 12,096 | |
| Total short-term liabilities | 26,232 | 21,576 | 20,257 | |
| Total liabilities | 176,576 | 61,071 | 56,452 | |
| TOTAL EQUITY AND LIABILITIES | 2,464,496 | 1,990,852 | 1,773,627 |
| Equity attributable to Parent Company's shareholders | |||||||
|---|---|---|---|---|---|---|---|
| Retained | |||||||
| earnings incl. | Non | ||||||
| Share | current year | controlling | Total | ||||
| Amounts in SEK 000 | Note | Share capital | premium | result | Total | interests | equity |
| Opening equity at 1 Jan 2011 | 16,666 | 1,212,611 | 454,484 | 1,683,761 | 33,414 | 1,717,175 | |
| Net loss for the period | -249,230 | -249,230 | -22,059 | -271,289 | |||
| Total comprehensive income for the | |||||||
| year | 0 | 0 | -249,230 | -249,230 | -22,059 | -271,289 | |
| Business combinations | 0 | 222,834 | 222,834 | ||||
| Change in non-controlling interests | -10,067 | -10,067 | 66,099 | 56,032 | |||
| New share issue | 7,600 | 600,400 | 608,000 | 608,000 | |||
| Issue costs | -44,949 | -44,949 | -44,949 | ||||
| Warrants | 117 | 117 | 117 | ||||
| Closing equity at 30 Sep 2011 | 9 | 24,266 | 1,768,179 | 195,187 | 1,987,632 | 300,288 | 2,287,920 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,201,673 | 780,099 | 1,998,348 | 0 | 1,998,348 | |
| Net loss for the period | -108,714 | -108,714 | -6,012 | -114,726 | |||
| Total comprehensive income for the | |||||||
| year | 0 | 0 | -108,714 | -108,714 | -6,012 | -114,726 | |
| Business combinations | 0 | 35,131 | 35,131 | ||||
| New share issue | 90 | 10,956 | 11,046 | 11,046 | |||
| Issue costs | -631 | -631 | -631 | ||||
| Warrants | 613 | 613 | 613 | ||||
| Closing equity at 30 Sep 2010 | 9 | 16,666 | 1,212,611 | 671,385 | 1,900,662 | 29,119 | 1,929,781 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,201,673 | 780,099 | 1,998,348 | 0 | 1,998,348 | |
| Net loss for the period | -325,615 | -325,615 | -8,969 | -334,584 | |||
| Total comprehensive income for the | |||||||
| year | 0 | 0 | -325,615 | -325,615 | -8,969 | -334,584 | |
| Business combinations | 0 | 42,383 | 42,383 | ||||
| New share issue | 90 | 10,956 | 11,046 | 11,046 | |||
| Issue costs | -631 | -631 | -631 | ||||
| Warrants | 613 | 613 | 613 | ||||
| Closing equity at 31 Dec 2010 | 9 | 16,666 | 1,212,611 | 454,484 | 1,683,761 | 33,414 | 1,717,175 |
| 2011 | 2010 | ||
|---|---|---|---|
| Amounts in SEK 000 | Note | Jan-Sep | Jan-Sep |
| Operating activities | |||
| Operating loss Adjustments for depreciation, amortization and impairment |
-277,384 | -123,294 | |
| losses | 2,391 | 15,679 | |
| Adjustments for changes in fair value | 167,766 | 42,440 | |
| Interest paid | -25 | -18 | |
| Interest received | 2,650 | 3,421 | |
| Cash flow from operating activities, before changes in working capital |
-104,602 | -61,772 | |
| Cash flow from changes in working capital | |||
| Increase (-)/Decrease (+) in operating receivables | -205 | 1,654 | |
| Increase (+)/Decrease (-) in operating liabilities | 3,976 | -3,469 | |
| Cash flow from operating activities | -100,831 | -63,587 | |
| Investing activities | |||
| Investments in intangible non-current assets | -1,190 | -1,850 | |
| Investments in tangible non-current assets | -283 | -674 | |
| Acquired cash and cash equivalents in subsidiaries Investments in shares in joint ventures and associated |
5 | 12,878 | 16,821 |
| companies | 12 | -79,362 | -93,815 |
| Investments in other long-term securities | 12 | -3,002 | -6,740 |
| Investments in other financial non-current assets | 0 | -3,245 | |
| Short-term investments | -385,408 | -163,535 | |
| Sale of shares in joint ventures/associated companies | 21,811 | 20,722 | |
| Sale of other long-term securities | 540 | 0 | |
| Loans provided to associated companies | -23,400 | -45,166 | |
| Cash flow from investing activities | -457,416 | -277,482 | |
| Financing activities | |||
| Non-controlling interests' share of subsidiary issue | 53,121 | 0 | |
| New share issue | 608,000 | 19,960 | |
| Issue costs | -44,949 | -27,496 | |
| Warrants | 117 | 613 | |
| Cash flow from financing activities | 616,289 | -6,923 | |
| Cash flow for the period | 58,042 | -347,992 | |
| Cash and cash equivalents at beginning of period | 107,325 | 394,071 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD¹ | 165,367 | 46,079 |
¹ In addition to cash and cash equivalents, the Group has at its disposal short-term investments amounting to 526,534 (284,927)
| 2011 | 2010 | 2011 | 2010 | 2010 | |
|---|---|---|---|---|---|
| Amounts in SEK 000 Note |
Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Net sales | 411 | 1,986 | 1,807 | 8,244 | 11,007 |
| Revenue | 411 | 1,986 | 1,807 | 8,244 | 11,007 |
| Other external expenses | -4,407 | -7,263 | -24,758 | -23,792 | -31,048 |
| Personnel costs | -6,512 | -4,823 | -23,095 | -17,157 | -25,685 |
| Depreciation and amortization of tangible and intangible assets |
-17 | -21 | -50 | -66 | -88 |
| Impairment losses on shares in subsidiaries, joint ventures, associated companies and other long-term |
|||||
| securities holdings | -53,984 | -4,051 | -117,938 | -54,430 | -63,680 |
| Result from sale of shares | 0 | 0 | 0 | -29,673 | -29,439 |
| Dividends from subsidiaries | 0 | 0 | 0 | 21,552 | 21,552 |
| Operating loss | -64,509 | -14,172 | -164,034 | -95,322 | -117,381 |
| Financial net 3 |
-4,525 | 2,243 | -9,684 | 5,976 | 6,032 |
| NET LOSS FOR THE PERIOD | -69,034 | -11,929 | -173,718 | -89,346 | -111,349 |
| 2011 | 2010 | 2011 | 2010 | 2010 | ||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Note | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Net loss for the period | -69,034 | -11,929 | -173,718 | -89,346 | -111,349 | |
| Total comprehensive income for the period | -69,034 | -11,929 | -173,718 | -89,346 | -111,349 | |
| Attributable to: | ||||||
| Parent Company's shareholders | -69,034 | -11,929 | -173,718 | -89,346 | -111,349 | |
| TOTAL | -69,034 | -11,929 | -173,718 | -89,346 | -111,349 |
| Amounts in SEK 000 | Note | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible non-current assets | 59 | 131 | 109 | |
| Shares in subsidiaries, joint ventures, associated companies and other long-term securities holdings |
5,6,7 | 828,128 | 691,169 | 731,370 |
| Other financial assets | 1,959 | 7,606 | 1,515 | |
| Total non-current assets | 830,146 | 698,906 | 732,994 | |
| Current assets | ||||
| Accounts receivable | 228 | 86 | 129 | |
| Group receivables | 1,523 | 2,158 | 2,072 | |
| Other receivables | 8 | 16,471 | 67,214 | 91,431 |
| Prepaid expenses and accrued income | 2,138 | 5,359 | 7,617 | |
| Short-term investments | 526,532 | 284,927 | 136,607 | |
| Cash and cash equivalents | 57,235 | 9,939 | 73,208 | |
| Total current assets | 604,127 | 369,683 | 311,064 | |
| TOTAL ASSETS | 1,434,273 | 1,068,589 | 1,044,058 |
| Amounts in SEK 000 | Note | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|---|
| Equity and liabilities | ||||
| Equity | ||||
| Restricted equity | ||||
| Share capital | 9 | 24,266 | 16,666 | 16,666 |
| Unrestricted equity | ||||
| Share premium reserve | 1,778,253 | 1,222,685 | 1,222,685 | |
| Retained earnings | -207,281 | -95,932 | -95,932 | |
| Net loss for the period | -173,718 | -89,346 | -111,349 | |
| Total equity | 1,421,520 | 1,054,073 | 1,032,070 | |
| Liabilities | ||||
| Long-term liabilities | ||||
| Pension obligations | 1,959 | 1,310 | 1,515 | |
| Total long-term liabilities | 1,959 | 1,310 | 1,515 | |
| Current liabilities | ||||
| Accounts payable | 2,252 | 2,326 | 991 | |
| Group liabilities | 0 | 676 | 660 | |
| Other current liabilities | 3,593 | 5,688 | 3,535 | |
| Accrued expenses and deferred income | 4,949 | 4,516 | 5,287 | |
| Total current liabilities | 10,794 | 13,206 | 10,473 | |
| Total liabilities | 12,753 | 14,516 | 11,988 | |
| TOTAL EQUITY AND LIABILITIES | 1,434,273 | 1,068,589 | 1,044,058 |
| Amounts in SEK 000 | Note | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|---|
| Pledged assets | 4,984 | 6,535 | 4,563 | |
| Contingent liabilities | 11 | 900 | 2,100 | 2,100 |
| 5,884 | 8,635 | 6,663 |
| Restricted equity | Unrestricted equity | |||||
|---|---|---|---|---|---|---|
| Net | ||||||
| Share premium |
Retained | profit/loss for the |
||||
| Amounts in SEK 000 | Note | Share capital | reserve | earnings | period | Total equity |
| Opening equity at 1 Jan 2011 | 16,666 | 1,222,685 | -95,932 | -111,349 | 1,032,070 | |
| Appropriation of loss | -111,349 | 111,349 | 0 | |||
| Net loss for the period | -173,718 | -173,718 | ||||
| Total | 16,666 | 1,222,685 | -207,281 | -173,718 | 858,352 | |
| New share issue | 7,600 | 600,400 | 608,000 | |||
| Issue costs | -44,949 | -44,949 | ||||
| Warrants | 117 | 117 | ||||
| Closing equity at 30 Sep 2011 | 9 | 24,266 | 1,778,253 | -207,281 | -173,718 | 1,421,520 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,211,658 | -5,665 | -90,267 | 1,132,302 | |
| Appropriation of loss | -90,267 | 90,267 | 0 | |||
| Net loss for the year | -89,346 | -89,346 | ||||
| Total | 16,576 | 1,211,658 | -95,932 | -89,346 | 1,042,956 | |
| New share issue | 90 | 11,045 | 11,135 | |||
| Issue costs | -631 | -631 | ||||
| Warrants | 613 | 613 | ||||
| Closing equity at 30 Sep 2010 | 9 | 16,666 | 1,222,685 | -95,932 | -89,346 | 1,054,073 |
| Opening equity at 1 Jan 2010 | 16,576 | 1,211,658 | -5,665 | -90,267 | 1,132,302 | |
| Appropriation of loss | -90,267 | 90,267 | 0 | |||
| Net loss for the year | -111,349 | -111,349 | ||||
| Total | 16,576 | 1,211,658 | -95,932 | -111,349 | 1,020,953 | |
| New share issue | 90 | 11,045 | 11,135 | |||
| Issue costs | -631 | -631 | ||||
| Warrants | 613 | 613 | ||||
| Closing equity at 31 Dec 2010 | 9 | 16,666 | 1,222,685 | -95,932 | -111,349 | 1,032,070 |
This report has been prepared in accordance with the International Accounting Standard (IAS) 34 Interim Financial Reporting. The accounting principles applied to the Group and the Parent Company correspond, unless otherwise stated below, to the accounting principles and valuation methods applied in the preparation of the previous annual report.
The new or revised IFRS standards and interpretations by IFRIC have had no impact on the Group or, to the extent that these recommendations are applied to legal entities, on the Parent Company's income or financial position.
Net asset value per share: Estimated fair value of the total portfolio, cash and cash equivalents, and financial assets less interestbearing liabilities in relation to the number of shares outstanding on the closing date.
First In Class: The first approved medicine with a defined mechanism for a specific target or a specific disease.
Portfolio companies: Companies owned fully or in part by Karolinska Development (subsidiaries, joint ventures, associated companies and other long-term securities holdings) which are active in pharmaceuticals, medtech, theranostics and formulation technology.
Fair value: The NASDAQ OMX regulations for issuers state that companies listed on a public market which constitute groups shall apply the International Financial Reporting Standards, IFRS. The standards are applied only in the consolidated financial statements. The application of the standards allows groups of an investment company nature to apply so-called fair value in the calculation of asset values. These calculations are made on the basis of established principles and are not included in the opening accounts of the Group's legal entity, nor do they affect cash flows. This is exemplified by the fact that the Parent Company's assets are recognized at acquisition cost rather than fair value.
Fair value is estimated according to the International Private Equity and Venture Capital Valuation Guidelines. According to these guidelines, fair value can be calculated using different methods, depending on which method is considered to provide to best estimation of market value in each separate case. For Karolinska Development, this implies that the fair value of many of portfolio companies is produced using a model to calculate the value of discounted and risk-adjusted cash flows. In other cases, Karolinska Development's total investment is used as the best estimation of fair value; in some additional cases the valuation of the most recent transaction is used.
Interim period: The entire financial year through the closing date.
Reporting period: Current quarter.
Karolinska Development considers the Board of Directors to be the Group's chief operating decision maker, since this function determines the allocation of resources to investments in portfolio companies and to the Parent Company. The Board of Directors monitors each investment at the project level as well as the Parent Company's results and financial position.
Karolinska Development's investments are primarily focused on companies that yield the best returns. Regardless of a project's maturity, therapeutic area and whether the company is active within pharmaceuticals or medical technology, each company's projects are evaluated by Karolinska Development in the same manner, due to which Karolinska Development has aggregated all the portfolio companies into a single reportable segment.
Karolinska Development's measure of profit is the aggregate change in the fair value of its shares in the portfolio companies, including those that are consolidated as subsidiaries. The Board of Directors and management monitor the investments based on changes in their fair value independently of the company's level of influence. Consequently, the Board of Directors and management monitor subsidiaries, associated companies, joint ventures and other holdings based on changes in their fair value and not based on their historical acquisition costs as subsidiaries recognized in the consolidated financial statements. The accounting principles applied in the internal reporting otherwise correspond to the Group's accounting principles as described in Note 1.
| Profit/loss from change in fair value of portfolio companies | |||||
|---|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | 2010 | |
| Amounts in SEK 000 | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Aggregate profit/loss from change in fair value of portfolio companies |
-102,643 | -7,165 | -106,200 | -82,498 | -232,787 |
| Consolidated adjustments and eliminations | -2,259 | 14,314 | -61,566 | 40,058 | 6,998 |
| Recognized loss from change in fair value | -104,902 | 7,149 | -167,766 | -42,440 | -225,789 |
| 2011 | 2010 | 2011 | 2010 | 2010 | |
|---|---|---|---|---|---|
| Amounts in SEK 000 | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Recognized result from change in fair value | -104,902 | 7,149 | -167,766 | -42,440 | -225,789 |
| Consolidated loss before tax excluding change in fair value of associated companies, joint ventures and other long term securities holdings |
-42,394 | -20,958 | -118,752 | -74,895 | -113,492 |
| Consolidated loss before tax | -147,296 | -13,809 | -286,518 | -117,335 | -339,281 |
| Fair value of portfolio companies | |||
|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Aggregate fair value of shares in portfolio companies | 1,563,866 | 1,556,600 | 1,454,660 |
| Group adjustments and eliminations | -518,943 | -162,781 | -209,108 |
| Group | 1,044,923 | 1,393,819 | 1,245,552 |
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|
| Aggregate fair value of portfolio companies' reportable segments |
1,563,866 | 1,556,600 | 1,454,660 |
| Less fair value of consolidated subsidiaries | -518,943 | -162,781 | -209,108 |
| The Group's other assets, excluding shares in associated companies, joint ventures and other long term securities holdings |
1,419,573 | 597,033 | 528,075 |
| Consolidated total assets | 2,464,496 | 1,990,852 | 1,773,627 |
The Group's revenue is mainly comprised of invoiced services provided to the portfolio companies in Sweden. These services consist of management, communication, finance, administration, legal services and analytical operations. Operations are conducted in Sweden, where the Group's assets, in all material respects, are located.
| Group | |||||
|---|---|---|---|---|---|
| Amounts in SEK 000 | 2011 Jul-Sep |
2010 Jul-Sep |
2011 Jan-Sep |
2010 Jan-Sep |
2010 Full year |
| Interest income | 4,096 | 810 | 4,972 | 2,338 | 3,966 |
| Interest expenses | -16 | -20 | -24 | -20 | -22 |
| Change in value of short-term investments | -2,100 | 1,479 | 4,519 | 3,641 | 3,904 |
| Exchange rate gains and losses Impairment of receivables from associated |
203 | 0 | -101 | 0 | -870 |
| companies | -6,500 | 0 | -18,500 | 0 | 0 |
| Impairment of convertible debentures | 0 | 0 | 0 | 0 | -995 |
| Financial net | -4,317 | 2,269 | -9,134 | 5,959 | 5,983 |
| Parent Company | |||||
|---|---|---|---|---|---|
| Amounts in SEK 000 | 2011 Jul-Sep |
2010 Jul-Sep |
2011 Jan-Sep |
2010 Jan-Sep |
2010 Full year |
| Interest income | 3,893 | 766 | 4,331 | 2,338 | 3,917 |
| Interest expenses | -3 | -2 | -4 | -3 | -8 |
| Change in value of short-term investments | -2,100 | 1,479 | 4,519 | 3,641 | 3,904 |
| Exchange rate gains and losses Impairment of receivables from associated |
185 | 0 | -30 | 0 | -786 |
| companies | -6,500 | 0 | -18,500 | 0 | 0 |
| Impairment of convertible debentures | 0 | 0 | 0 | 0 | -995 |
| Financial net | -4,525 | 2,243 | -9,684 | 5,976 | 6,032 |
| Group | |||
|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Carrying amount | |||
| Goodwill | 0 | 1,186 | 0 |
| Patents, licenses and similar rights | 9,351 | 3,054 | 5,746 |
| Development projects in progress¹ | 693,321 | 176,937 | 174,032 |
| Total carrying amount, intangible assets | 702,672 | 181,177 | 179,778 |
¹ The carrying amount of development projects in progress consists of the acquisition costs of subsidiaries.
| Group | |||
|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Accumulated acquisition cost | |||
| At beginning of the year | 196,688 | 0 | 0 |
| New business combinations (Note 5) | 519,289 | 191,650 | 196,688 |
| Closing balance | 715,977 | 191,650 | 196,688 |
| Accumulated amortization and impairment losses | |||
| At beginning of the year | -22,656 | 0 | 0 |
| Impairment for the year | 0 | -14,713 | -22,656 |
| Closing balance | -22,656 | -14,713 | -22,656 |
| Carrying amount | 693,321 | 176,937 | 174,032 |
Assets with an indefinite useful life are not depreciated, but are subject to an impairment test on a quarterly basis.
Axelar AB was previously reported as an associated company and measured at fair value with changes in fair value recognized through profit or loss. As a result of an amended shareholder agreement, Karolinska Development has controlling interest in the company as of the second quarter 2011, due to which it is classified as a subsidiary and consolidated in the Group. This means that the full income statement, statement of financial position and cash flows for this company are now consolidated and that the holding is no longer recognized at fair value. The net assets are recognized in consolidated financial statements, including non-controlling interests. Recognition of the acquisition price does not imply that any cash consideration has been paid.
| Subsidiaries | Operations | Acquisition date | Share of acquired equity that carries voting rights, % |
Acquisition cost |
|---|---|---|---|---|
| Biotechnological research | ||||
| Axelar AB | and development | 2011-04-01 | 44.98% | 182,173 |
| Total acquisition cost | 182,173 | |||
| Acquisition cost | ||||
| Change in fair | ||||
| Amounts in SEK 000 | Invested amount | value | Total | |
| Axelar AB | 28,342 | 153,831 | 182,173 | |
| Total acquisition cost | 182,173 |
The change in fair value was previously recognized through profit or loss, as all associated companies are valued at fair value.
| Axelar AB | ||
|---|---|---|
| Amounts in SEK 000 | Fair value | Carrying amount |
| Patents, licenses and similar rights | 3,657 | 3,657 |
| Development projects in progress | 519,289 | 0 |
| Deferred tax assets from fiscal deficit | 7,196 | 0 |
| Other current receivables | 465 | 465 |
| Prepaid expenses and accrued income | 95 | 95 |
| Cash and cash equivalents | 12,878 | 12,878 |
| Deferred tax liabilities on development projects in progress | -136,573 | 0 |
| Accounts payable | -746 | -746 |
| Other current liabilities | -80 | -80 |
| Accrued expenses and deferred income | -1,174 | -1,174 |
| Net identifiable assets and liabilities | 405,007 | 15,095 |
| Less non-controlling interests | -222,834 |
|---|---|
| Acquisition cost | 182,173 |
Revenue and loss before tax since the acquisition date included in the consolidated statement of comprehensive income
| Amounts in SEK 000 | Revenue | Loss before tax |
|---|---|---|
| Axelar AB | 0 | -23,722 |
| 0 | -23,722 |
Revenue and loss before tax if the acquisition date had been at the beginning of the financial year
| Amounts in SEK 000 | Revenue | Loss before tax |
|---|---|---|
| Axelar AB | 0 | -30,058 |
| 0 | -30,058 |
Note 6 The Group's shares in joint ventures, associated companies and other long-term securities holdings
| Group | |||
|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Accumulated fair value | |||
| At beginning of the year | 1,220,791 | 1,450,427 | 1,450,427 |
| Acquisitions during the year | 165,862 | 93,816 | 135,327 |
| Reclassified as subsidiary | -182,173 | -131,456 | -139,264 |
| Reclassified from other long-term securities holdings | 3,000 | 8,734 | 0 |
| Sale of associated companies | -21,811 | -16,707 | -17,881 |
| Reclassified as other long-term securities holdings | -6,626 | 0 | 16,286 |
| Reversal of profit share in KCIF Co-Investment Fund KB (Note 13) | 2,797 | 0 | 0 |
| Change in fair value through net profit/loss for the year | -164,189 | -42,839 | -224,104 |
| Total fair value | 1,017,651 | 1,361,975 | 1,220,791 |
¹Refers to the reversal of the profit share in KCIF Co-Investment Fund KB recognized in the Parent Company. In the Group the holding is recognized at fair value.
| Group | |||||
|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | ||
| Accumulated fair value | |||||
| At beginning of the year | 24,761 | 33,439 | 33,439 | ||
| Acquisitions during the year | 3,002 | 6,740 | 9,293 | ||
| Sale of other long-term securities holdings | -540 | 0 | 0 | ||
| Reclassified as associated companies | -3,000 | -8,734 | -16,286 | ||
| Reclassified from associated companies | 6,626 | 0 | 0 | ||
| Change in fair value through net profit/loss for the year | -3,577 | 399 | -1,685 | ||
| Total fair value | 27,272 | 31,844 | 24,761 |
| Name | ||||||
|---|---|---|---|---|---|---|
| Parent Company ownership interest | Book value in Parent Company | |||||
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Actar AB | 99.96% | 99.96% | 99.96% | 6,511 | 6,844 | 6,844 |
| Akinion Pharmaceuticals AB | 88.09% | 78.64% | 78.64% | 48,070 | 18,070 | 18,070 |
| Axelar AB¹ | 40.03% | - | - | 48,343 | - | - |
| ClanoTech AB | 86.32% | 84.90% | 86.32% | 34,695 | 29,696 | 34,695 |
| Inhalation Sciences Sweden AB | 68.75% | 66.62% | 66.62% | 19,738 | 17,238 | 17,238 |
| KCIF Fund Management AB | 37.50% | 37.50% | 37.50% | 43 | 43 | 43 |
| KD Incentive AB | 100.00% | 100.00% | 100.00% | 100 | 100 | 100 |
| Limone AB | 100.00% | 100.00% | 100.00% | 1,500 | 0 | 0 |
| NovaSAID AB | 88.91% | 87.73% | 87.73% | 74,407 | 62,407 | 62,407 |
| Pharmanest AB² | 49.96% | - | 48.56% | 9,966 | - | 7,776 |
| SoftCure Pharmaceuticals AB | 100.00% | 100.00% | 100.00% | 0 | 0 | 0 |
| Total book value | 243,373 | 134,398 | 147,173 |
¹Axelar AB has been reclassified from an associated company to a subsidiary as of 1 April 2011 as a result of a new shareholder agreement which gives Karolinska Development controlling influence in the company (see also Note 5).
The new share issue during the second quarter 2011 caused a dilution. A decision has been made on an additional share issue, after which Karolinska Development will hold approximately 49.8 percent of the total number of shares outstanding.
²The above company has been reclassified from joint ventures.
| Share of equity and voting rights | Book value in Parent Company | |||||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Aprea AB | 40.19% | 43.18% | 43.18% | 46,199 | 36,485 | 36,485 |
| Athera Biotechnologies AB | 57.43% | 62.68% | 69.07% | 74,797 | 56,055 | 78,097 |
| Avaris AB | 68.40% | 67.75% | 67.75% | 0 | 51,850 | 51,850 |
| BioChromix Pharma AB | 56.15% | 42.77% | 50.34% | 12,350 | 6,350 | 9,350 |
| Bioneris AB (in liquidation) | 26.31% | 26.84% | 26.31% | 0 | 5,983 | 0 |
| Biosergen AS | 56.79% | 50.97% | 50.97% | 19,013 | 15,114 | 15,114 |
| Calabar International AB (divested)⁵ | 63.17% | 63.17% | 63.17% | 0 | 0 | 0 |
| Dilafor AB | 54.76% | 53.24% | 53.60% | 88,831 | 74,831 | 79,830 |
| Dilaforette Holding AB | 54.02% | - | - | 188 | - | - |
| Eribis Pharmaceuticals AB (divested) | - | 37.72% | 39.02% | - | 10,250 | 10,970 |
| HBV Theranostica AB | 72.52% | 69.23% | 70.73% | 0 | 2,040 | 2,190 |
| IMED AB | 57.38% | 52.12% | 57.38% | 0 | 37,307 | 45,307 |
| Lipidor AB | 39.98% | 30.01% | 30.01% | 9,000 | 4,003 | 4,003 |
| NeoDynamics AB¹ | 25.74% | - | 22.58% | 11,097 | - | 7,551 |
| NT-NeuroTheraputics AB (liquidated) | - | 51.85% | 51.85% | - | 0 | 0 |
| Oncopeptides AB | 42.32% | 42.32% | 42.32% | 18,536 | 18,536 | 18,536 |
| OncoReg AB (in liquidation)⁴ | 88.91% | 88.91% | 88.91% | 0 | 0 | 0 |
| Pergamum AB | 61.75% | 63.53% | 59.75% | 198,643 | 102,786 | 102,786 |
| Pharmanest AB² | - | 48.56% | - | - | 7,776 | - |
| Promimic AB³ | - | 24.69% | 24.50% | - | 5,500 | 8,101 |
| ProNoxis AB¹ | 17.60% | - | 14.16% | 4,500 | - | 3,000 |
| Umecrine Cognition AB | 40.00% | 40.00% | 40.00% | 8,200 | 7,000 | 7,000 |
| Umecrine Mood AB | 37.63% | 43.00% | 43.00% | 25,112 | 22,530 | 22,530 |
| XSpray Microparticles AB | 58.49% | 64.85% | 64.85% | 33,708 | 32,172 | 32,172 |
¹ The above company has been reclassified from other long-term securities holdings.
² The above company has been reclassified as a subsidiary as of 1 October 2010 because Karolinska Development changed its influence over the
company.
³ The above company has been reclassified as an associated company.
⁴ The company was dissolved on 18 October 2011.
⁵ The company was divested on 15 October 2011.
| Pergamum AB | Ownership interest in Pergamum group¹ | Book value in Parent Company | ||||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Karolinska Development's indirect ownership interest amounts to 61.75% |
||||||
| Laurantis Pharma OY | 9.80% | 9.80% | 9.80% | - | - | - |
| DermaGen AB | 100.00% | 80.72% | 100.00% | - | - | - |
| Lipopeptide AB | 100.00% | 90.97% | 100.00% | - | - | - |
| PharmaSurgics in Sweden AB | 100.00% | 77.15% | 100.00% | - | - | - |
| Total book value | 550,174 | 496,568 | 534,872 | |||
| Total fair value | 972,175 | 1,197,565 | 1,034,086 |
¹ Ownership interest corresponds to share of votes.
| Name | Share of equity and voting rights | Book value in Parent Company | ||||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Axelar AB¹ | - | 44.98% | 44.98% | - | 28,342 | 28,342 |
| Cytoguide ApS² | - | 22.01% | 11.00% | - | 6,180 | 3,300 |
| KCIF Co-Investment Fund KB (not 13) | 26.00% | 26.00% | 26.00% | 10,513 | 7,476 | 7,476 |
| Promimic AB³ | 24.50% | - | - | 8,100 | - | - |
| Total book value | 18,613 | 41,998 | 39,118 | |||
| Total fair value | 45,476 | 164,410 | 186,705 |
¹ The above company has been reclassified as a subsidiary as of 1 April 2011 after Karolinska Development changed its influence over the company.
² The above company has been reclassified as other long-term securities holdings.
³ The above company has been reclassified from joint ventures.
| Total fair value of joint ventures and | |||
|---|---|---|---|
| associated companies | 1,017,651 | 1,361,975 | 1,220,791 |
| Name | Share of equity and voting rights | Book value in Parent Company | ||||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| BioArctic Neuroscience AB | 3.17% | 3.17% | 3.17% | 600 | 600 | 600 |
| BioChromix AB | 5.84% | - | - | 1,461 | - | - |
| Bioresonator AB | 7.62% | 7.62% | 7.62% | 2,500 | 2,500 | 2,500 |
| Cytoguide¹ | 9.06% | - | - | 3,300 | - | - |
| Independent Pharmaceutica AB | 5.98% | 5.98% | 5.98% | 0 | 0 | 0 |
| InDex Pharmaceuticals AB | 0.003% | 0.003% | 0.003% | 0 | 0 | 0 |
| NeoDynamics AB² | - | 18.51% | - | - | 4,998 | - |
| NephroGenex Inc. | 0.58% | 0.58% | 0.58% | 709 | 709 | 709 |
| ProNoxis AB² | - | 14.16% | - | - | 3,000 | - |
| Umecrine AB | 10.41% | 10.01% | 10.01% | 7,398 | 6,398 | 6,398 |
| Total book value | 15,968 | 18,205 | 10,207 | |||
| Total fair value | 27,272 | 31,844 | 24,761 |
¹ The above company has been reclassified from associated companies.
² The above companies have been reclassified as joint ventures.
| Total book value in subsidiaries, joint | |||
|---|---|---|---|
| ventures, associated companies and | |||
| other long-term securities holdings | 828,128 | 691,169 | 731,370 |
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Financial receivables | ||||||
| Receivables from associated companies | 8,400 | 59,266 | 83,870 | 8,400 | 59,266 | 83,870 |
| Current portion of restricted bank accounts | 5,835 | 5,765 | 5,879 | 5,835 | 5,765 | 5,879 |
| Total financial receivables | 14,235 | 65,031 | 89,749 | 14,235 | 65,031 | 89,749 |
| Other current receivables | ||||||
| Tax receivables | 1,146 | 980 | 276 | 918 | 878 | 145 |
| VAT receivables | 2,601 | 2,796 | 2,850 | 654 | 1,031 | 1,369 |
| Other | 667 | 277 | 179 | 664 | 274 | 168 |
| Total other current receivables | 4,414 | 4,053 | 3,305 | 2,236 | 2,183 | 1,682 |
| Total current receivables | 18,649 | 69,084 | 93,054 | 16,471 | 67,214 | 91,431 |
| Year | Transaction | Increase in number of shares |
Increase in share capital |
Share capital | Number of A shares |
Number of B shares |
Subscription price |
Par value |
|---|---|---|---|---|---|---|---|---|
| Total as of 1 Jan 2010 | 32,609,993 | 1,503,098 | 31,106,895 | 0.5 | ||||
| January 2010 | New share issue | 541,824 | 270,912 | 16,575,909 | 0 | 541,824 | 62 | 0.5 |
| April 2010 | New share issue | 179,600 | 89,800 | 16,665,709 | 0 | 179,600 | 62 | 0.5 |
| Total as of 31 Dec 2010 | 33,331,417 | 1,503,098 | 31,828,319 | 0.5 | ||||
| April 2011 | New share issue | 15,200,000 | 7,600,000 | 24,265,709 | 0 | 15,200,000 | 40 | 0.5 |
| Total as of 30 Sep 2011 | 48,531,417 | 1,503,098 | 47,028,319 | 0.5 |
| Group | ||||
|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | |
| Net assets | ||||
| Cash and cash equivalents | 165,367 | 46,079 | 107,325 | |
| Short-term investments | 526,534 | 284,927 | 136,607 | |
| Other financial non-current assets | 0 | 6,296 | 0 | |
| Financial receivables | 14,235 | 65,031 | 89,749 | |
| Financial liabilities | -2,000 | -5,016 | -2,000 | |
| Other owners' share of restricted accounts | -2,810 | -2,776 | -2,831 | |
| Total net assets | 701,326 | 394,541 | 328,850 | |
| Estimated fair value of portfolio companies including subsidiaries |
1,563,866 | 1,556,600 | 1,454,660 | |
| Total net asset value | 2,265,192 | 1,951,141 | 1,783,510 | |
| Number of shares | 48,531,417 | 33,331,417 | 33,331,417 | |
| Net asset value per share* | 46.67 | 58.54 | 53.51 |
*Definition: Estimated fair value of the total portfolio holding, cash and cash equivalents, short-term investments and financial assets less interestbearing liabilities in relation to the number of shares outstanding on the closing date.
Karolinska Development has, through its subsidiary KD Incentive AB, issued warrants in three separate programs. The warrants have been sold to participating employees in the program at market value, calculated according to Black & Scholes, and are not associated with any vesting conditions.
| Warrant program | Number of warrants |
Allocation date² |
Redemption period | Subscription price for warrant |
Redemption price for share |
|---|---|---|---|---|---|
| Warrant program 2008 | 121,750 | 2008 | 2012-10-01 – 2012-12-31 | 7.40 | 91.1 |
| Supplemental warrant I 2008¹ | 13,246 | 2009 | 2012-10-01 – 2012-12-31 | 3.24 | 120.0 |
| Supplemental warrant II 2008¹ | 28,149 | 2010 | 2012-10-01 – 2012-12-31 | 4.63 | 93.0 |
| Supplemental warrant III 2008¹ | 55,653 | 2011 | 2012-10-01 – 2012-12-31 | 0.87 | 47.0 |
| Warrant program 2009 | 72,075 | 2009 | 2013-10-01 – 2013-12-31 | 4.93 | 120.0 |
| Supplemental warrant I 2009¹ | 11,625 | 2010 | 2013-10-01 – 2013-12-31 | 7.02 | 93.0 |
| Supplemental warrant II 2009¹ | 29,551 | 2011 | 2013-10-01 – 2013-12-31 | 1.06 | 56.0 |
| Warrant program 2010 | 78,888 | 2010 | 2014-10-01 – 2014-12-31 | 5.07 | 124.0 |
| Supplemental warrant I 2010¹ | 31,853 | 2011 | 2014-10-01 – 2014-12-31 | 1.17 | 66.0 |
| Total | 442,790 |
¹ As a result of an increase in the number of shares in Karolinska Development, participants in the program have been invited to subscribe for "supplemental warrants" as compensation for dilution. These supplemental warrants carry similar terms to the other warrants in issue.
² The warrants have been allocated at the Annual General Meeting in each year.
| 2011 | 2010 | |||
|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | |
| Amounts in SEK 000 | warrants | redemption price | warrants | redemption price |
| At beginning of year | 325,733 | 106.86 | 207,071 | 103.01 |
| Allocation during the year | 117,057 | 54.44 | 118,662 | 113.61 |
| At year-end | 442,790 | 93.01 | 325,733 | 106.86 |
The company is obligated to offer warrant holders the opportunity to subscribe for supplemental warrants in connection with the issuance of new shares as protection against dilution. The maximum number of shares that can be issued as part of these programs corresponds to 1% of the total number of shares in issue.
| Group | |||
|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
| Intangible non-current assets¹ | 182,344 | 47,314 | 45,770 |
| Tax loss carry forwards² | -34,000 | -12,835 | -11,575 |
| Total | 148,344 | 34,479 | -34,195 |
¹ Refers to deferred tax liability related to adjustment in the fair value of development projects in progress in connection with the acquisition of subsidiaries.
² Deferred tax assets from fiscal deficits are recognized to the extent they can be deducted from future taxable revenue in acquired subsidiaries or offset against surplus values in the Group.
During the interim period, Karolinska Development entered into an investment commitment related to Axelar AB in the amount of SEK 50.0m. Commitments related to further financing in portfolio companies apply only to Axelar AB as indicated above.
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 |
|---|---|---|---|
| Pledged assets | 4,984 | 6,535 | 4,563 |
| Contingent liabilities | 900 | 2,100 | 2,100 |
| 5,884 | 8,635 | 6,663 |
| 2011 | 2011 | 2010 | 2010 | |
|---|---|---|---|---|
| Amounts in SEK 000 | Jul-Sep | Jan-Sep | Jan-Sep | Full year |
| Investments in subsidiaries | ||||
| Akinion Pharmaceuticals AB | 0 | 30,000 | 10,000 | 10,000 |
| Axelar AB* | 0 | 20,000 | 0 | 0 |
| ClanoTech AB | 0 | 0 | 11,001 | 16,000 |
| Inhalation Sciences Sweden AB | 0 | 2,500 | 6,058 | 6,058 |
| Limone AB | 0 | 1,500 | 0 | 0 |
| NovaSAID AB | 0 | 12,000 | 15,000 | 15,000 |
| Pharmanest AB** | 0 | 3,000 | 0 | 388 |
| SoftCure Pharmaceuticals AB | 0 | 0 | 1,000 | 1,000 |
| Total investments in subsidiaries | 0 | 69,000 | 43,059 | 48,446 |
| Investments in joint ventures/associated companies | ||||
| Aprea AB** | 0 | 12,470¹ | 0 | 0 |
| Athera Biotechnologies AB** | 0 | 8,760 | 22,625 | 44,667 |
| Avaris AB | 0 | 1,800 | 10,000 | 10,000 |
| Axelar AB* | 0 | 0 | 7,876 | 7,876 |
| BioChromix Pharma AB | 0 | 3,000 | 0 | 3,000 |
| Biosergen AS | 3,899⁴ | 3,899 | 1,526 | 1,526 |
| Dilafor AB | 0 | 9,000 | 11,903 | 16,903 |
| Dilaforette Holding AB | 0 | 188 | 0 | 0 |
| Eribis Pharmaceuticals AB | 0 | 2,490 | 2,010 | 2,730⁵ |
| HBV Theranostica AB | 0 | 200 | 250 | 400 |
| IMED AB | 0 | 0 | 6,500 | 14,500 |
| KCIF Co-Investment Fund KB*** | 1,888 | 5,834 | 4,921 | 4,921 |
| Lipidor AB | 0 | 4,997 | 2,803 | 2,803 |
| NeoDynamics AB | 0 | 3,546³ | 0 | 0 |
| Pergamum AB | 0 | 95,857² | 0 | 0 |
| Pharmanest AB* | 0 | 0 | 7,745 | 7,745 |
| Promimic AB | 0 | 0 | 0 | 2,600¹ |
| ProNoxis AB | 0 | 1,500 | 0 | 0 |
| Umecrine Cognition AB | 0 | 1,200 | 0 | 0 |
| Umecrine Mood AB** | 0 | 5,286 | 4,730 | 4,730 |
| XSpray Microparticles AB** | 5,835 | 5,835 | 10,926 | 10,926 |
| Total investments in joint ventures and associated companies | 11,622 | 165,862 | 93,815 | 135,327 |
| Investments in other long-term securities holdings | ||||
| BioCromix AB** | 0 | 2,002 | 0 | 0 |
| Bioresonator AB | 0 | 0 | 1,000 | 1,000 |
| CytoGuide ApS | 0 | 0 | 1,685 | 1,685 |
| KCIF Co-Investment Fund KB*** | 0 | 0 | 2,555 | 2,555 |
| NeoDynamics AB | 0 | 0 | 0 | 2,553 |
| ProNoxis AB | 0 | 0 | 1,500 | 1,500 |
| Umecrine AB | 0 | 1,000 | 0 | 0 |
| Total investments in other long-term securities holdings | 0 | 3,002 | 6,740 | 9,293 |
| Total investments | 11,622 | 237,864 | 143,615 | 193,066 |
¹Of which 5,900 relates to the conversion of previously issued loans.
²Of which 77,629 relates to the conversion of previously issued loans.
³Of which 546 relates to the conversion of previously issued loans.
⁴Of which 2,425 relates to the conversion of previously issued loans.
⁵Of which 720 relates to the conversion of previously issued loans.
* The company was reclassified as a subsidiary in 2010.
** Co-owned with KCIF Co-Investment Fund KB (Note 13).
***The company was reclassified as an associated company in 2010.
The Parent Company has a related party relationship with its subsidiaries, joint ventures, associated companies and the companies included in the Karolinska Institutet Holding AB Group.
| Group | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | ||||||
| Relationship with related party | Liabilities to related party |
Receivables from related party |
Liabilities to related party |
Receivables from related party |
Liabilities to related party |
Receivables from related party |
|||
| Owner: Karolinska Institutet Holding Group Joint ventures/associated companies |
1,418 0 |
1,131 8,728 |
1,442 0 |
96 61,055 |
119 0 |
2 83,881 |
|||
| Total | 1,418 | 9,859 | 1,442 | 61,151 | 119 | 83,883 |
| Parent Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in SEK 000 | 30 Sep 2011 | 30 Sep 2010 | 31 Dec 2010 | ||||||
| Relationship with related party | Liabilities to related party |
Receivables from related party |
Liabilities to related party |
Receivables from related party |
Liabilities to related party |
Receivables from related party |
|||
| Owner: Karolinska Institutet Holding Group |
1,418 | 1,131 | 1,442 | 96 | 119 | 2 | |||
| Subsidiaries | 0 | 1,523 | 676 | 2,158 | 660 | 2,072 | |||
| Joint ventures/associated companies | 0 | 8,728 | 0 | 61,055 | 0 | 83,881 | |||
| Total | 1,418 | 11,382 | 2,118 | 63,309 | 779 | 85,955 |
| Group | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | 2010 | ||||||
| Amounts in SEK 000 | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year | |||||
| Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | |
| services | of | services | of | services | of | services | of | services | of | |
| services | services | services | services | services | ||||||
| Relationship with related party |
||||||||||
| Owner: Karolinska | ||||||||||
| Institutet Holding Group | 26 | 1,255 | 4 | 1,152 | 86 | 3,385 | 71 | 2,405 | 146 | 5,246 |
| (Of which rental costs) | (360) | (291) | (797) | (602) | (1,176) | |||||
| KCIF KB | 0 | 0 | 1,720 | 0 | 0 | 0 | 5,300 | 0 | 7,038 | 0 |
| Joint ventures and | ||||||||||
| associated companies | 177 | 0 | 208 | 0 | 1,102 | 0 | 2,364 | 0 | 3,072 | 15 |
| Total | 203 | 1,255 | 1,932 | 1,152 | 1,188 | 3,385 | 7,735 | 2,405 | 10,256 | 5,261 |
| Parent Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | 2010 | ||||||
| Amounts in SEK 000 | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year | |||||
| Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | Sale of | Purchase | |
| services | of | services | of | services | of | services | of | services | of | |
| services | services | services | services | services | ||||||
| Relationship with related party |
||||||||||
| Owner: Karolinska Institutet Holding Group |
26 | 1,255 | 4 | 1,152 | 86 | 3,385 | 71 | 2,405 | 146 | 5,246 |
| (Of which rental costs) | (360) | (291) | (797) | (602) | (1,176) | |||||
| Subsidiaries Joint ventures and |
340 | 306 | 1,799 | 1,288 | 619 | 3,155 | 5,953 | 3,721 | 7,590 | 5,178 |
| associated companies | 177 | 0 | 208 | 0 | 1,102 | 0 | 2,364 | 0 | 3,072 | 15 |
| Total | 543 | 1,561 | 2,011 | 2,440 | 1,807 | 6,540 | 8,388 | 6,126 | 10,808 | 10,439 |
Karolinska Development co-invests in portfolio companies through its associated company KCIF Co-Investment Fund KB ("KCIF"), which is 74% owned by the European Investment Fund (EIF) and 26% by Karolinska Development AB. (A detailed description can be found in the annual report for 2010.)
In November 2009, KCIF signed a co-investment agreement with Karolinska Development, whereby KCIF will invest in parallel with Karolinska Development at a ratio of 27 to 73, provided that certain investment criteria are met. This ratio, and co-ownership in KCIF according to the above, means that Karolinska Development, through co-investments directly and indirectly via KCIF, acquires 80% and that EIF acquires 20% via KCIF (see Principle for investments below).
| Distribution of direct investments,% | Amount | KCIF's share, 27% | KD's share, 73% |
|---|---|---|---|
| Amount (example) | 100 | 27 | 73 |
| A co-investment amounting to 100 in a company means that KD invests 80: |
KD's share of KCIF's investment 26% |
KD's direct investment |
KD's direct and indirect investment |
|---|---|---|---|
| Calculation of KD´s share of KCIF's investment: | |||
| 27 X 26% = 7 | 7 | 73 | 80 |
| Period | Capital investment in KCIF Co-Investment Fund KB | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Karolinska Development AB 26% |
European Investment Fund (EIF) 74% |
Total 100% |
|||||
| Cumulative value | Note | |||||||
| Opening balance 1 Jan 2011 | 12 | 7,476 | 21,278 | 28,754 | ||||
| During the interim period | 12 | 5,834 | 16,590 | 22,424 | ||||
| Less profit share | 6 | -2,797 | -7,961 | -10,758 | ||||
| Book value in Parent Company 30 Sep 2011 | 7 | 10,513 | 29,907 | 40,420 |
The Fund's investments entail indirect ownership by Karolinska Development. The Fund's investments and Karolinska Development's direct and indirect ownership interests in the companies it has co-invested in are indicated in the following table.
| KCIF Co-Investment Fund KB | Karolinska Development AB | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in SEK 000 | Opening balance 1 Jan 2011 |
Investments during the interim period |
Book value 30 Sep 2011 |
Ownership interest |
Indirect ownership 26% |
Direct ownership |
Direct and indirect ownership interest |
| Cumulative value | |||||||
| Pharmanest AB | 2,864 | 810 | 3,674 | 13.87% | 3.61% | 49.96% | 53.57% |
| Aprea AB | - | 5,186 | 5,186 | 3.58% | 0.93% | 40.19% | 41.12% |
| Athera Biotechnologies AB | - | 15,300 | 15,300 | 10.41% | 2.71% | 57.43% | 60.14% |
| BioChromix AB | - | 541 | 541 | 2.16% | 0.56% | 5.84% | 6.40% |
| Umecrine Mood AB | - | 2,704 | 2,704 | 2.62% | 0.68% | 37.63% | 38.31% |
| XSpray Microparticles AB | - | 6,459 | 6,459 | 8.89% | 2.31% | 58.49% | 60.80% |
| Total invested by KCIF Co | |||||||
| Investment Fund KB | 2,864 | 31,000 | 33,864 |
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