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Vistin Pharma — Interim / Quarterly Report 2018
Oct 25, 2018
3782_rns_2018-10-25_fce3d3d4-c070-4828-bffb-1313368360c9.pdf
Interim / Quarterly Report
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VISTIN PHARMA ASA THIRD QUARTER 2018 RESULTS PUBLISHED 25 OCTOBER 2018
CONTENTS
| Vistin Pharma in brief2 | |
|---|---|
| Overview 3 | |
| Financial review 5 |
| Operational review 6 | |
|---|---|
| Risks and uncertainties 7 | |
| Condensed Interim Financial Statements 9 |
Vistin Pharma in brief
Vistin Pharma ASA is a holding company for the two subsidiaries, Vistin Pharma AS and Vistin Trading AS (collectively, the Company or Vistin Pharma).
Vistin Pharma AS is a Norwegian pharmaceutical company producing Active Pharmaceutical Ingredients (APIs).
The company was established in 2015 when Vistin Pharma AS acquired the metformin and opioids business and tablet production assets from Weifa AS.
In October 2017 the CMO and opioids business was sold to TPI Enterprises Limited. Following the sale, Vistin Pharma AS is a dedicated producer of metformin-active pharmaceutical ingredient (API) and direct compressive granulate (DC), with a strong position in the global metformin market and clear ambitions for growth. Metformin is used as the first-line treatment of diabetes 2, a disease which is
expected to grow by 50 per cent toward 2030, affecting more than 500 million people. The global market for metformin is expected to grow by four to five per cent per annum, and the company is attractively positioned to capture part of this growth.
Vistin Trading AS was established in May 2018 to carry out investments in energy related financial instruments and other energy related investment opportunities. Part of the company's strategy is to invest in asymmetrical investment opportunities caused by fundamental changes in the oil space.
The Company's head office is located in Østensjøveien 27, 0609 Oslo, Norway. The shares of Vistin Pharma ASA are listed on Oslo Børs.
Overview
Third quarter highlights
- Pharmaceuticals: 11 % revenue growth
- Revenue of NOK 51.7 million for the quarter vs. NOK 46.7 million in Q3 2017
- Sales volumes marginally higher than volumes in Q3 2017
- Production running at full capacity
- EBITDA NOK 4.9 million for Q3
- Energy Trading
- EBITDA negative NOK 2.4 million for Q3 (including NOK 1.2 million in calculated share option costs)
- Unrealised financial loss on oil derivatives of NOK 2.4 million for Q3
- Financials
- EBITDA from continuing operations of NOK 1.8 million for Q3
- Listing of Vistin Pharma shares transferred from Oslo Axess to Oslo Børs
- Cash balance at 30 September of NOK 330.6 million (including NOK 103.5 million in margin calls relating to oil derivatives), and no interest-bearing debt
Key figures
Key financial information for continuing operations for Vistin Pharma ASA
| (NOK 1 000) | Q3 2018 | Q3 2017 YTD 2018 YTD2017 | FY 2017 | ||
|---|---|---|---|---|---|
| Total revenue and income | 52 547 | 46 725 | 159 958 | 144 225 | 185 859 |
| EBITDA | 1 845 | 4 265 | 10 483 | 21 806 | 16 722 |
| Adj. EBITDA* | 1 845 | 4 265 | 10 483 | 12 996 | 11 364 |
| Profit/(loss) before tax from continuing operations (EBT) | (3 824) | 7 390 | (12 037) | 16 142 | 7 360 |
| Earnings per share for continuing operations (NOK): diluted | (0,06) | 0,33 | (0,27) | 0,72 | 0,32 |
| Total Assets | 474 094 | 272 355 | 474 094 | 272 355 | 231 749 |
| Cash & cash equivalents | 330 575 | 33 524 | 330 575 | 33 524 | 85 336 |
| Key figures per segment | |||||
| (NOK 1 000) | Q3 2018 | Q3 2017 YTD 2018 YTD2017 | FY 2017 | ||
| Total revenue and income | |||||
| Pharmaceuticals | 52 547 | 46 725 | 159 957 | 144 225 | 185 859 |
| Energy Trading | - | - | - | - | - |
| HQ & other | - | - | - | - | - |
| Total revenue and income | 52 547 | 46 725 | 159 957 | 144 225 | 185 859 |
| EBITDA | |||||
| Pharmaceuticals | 4 933 | 5 477 | 16 177 | 24 731 | 19 523 |
| Energy Trading | (2 383) | - | (3 091) | - | - |
| HQ & other | (705) | (1 212) | (2 604) | (2 925) | (2 802) |
| EBITDA | 1 845 | 4 265 | 10 483 | 21 806 | 16 722 |
| EBT | |||||
| Pharmaceuticals | 1 568 | 8 678 | 13 104 | 19 120 | 10 130 |
| Energy Trading | (4 707) | - | (22 674) | - | - |
| HQ & other | (685) | (1 288) | (2 465) | (2 979) | (2 770) |
| EBT | (3 824) | 7 390 | (12 035) | 16 142 | 7 360 |
*Adjustments:
(1) Q2 2017: EBITDA reduced by NOK 8.8 million for net effect of insurance proceeds of NOK 10.8 million (Pharmaceutical segment)
(2) Q4 2017: EBITDA increased by NOK 3.5 million for provision for redundancies and provision for customer returns relating to 2016 (Pharmaceutical segment)
Financial review
Profit and loss
Pharmaceuticals
Pharmaceuticals had total revenues and other income of NOK 52.5 million in the third quarter 2018, compared to NOK 46.7 million in the same quarter last year.
EBITDA from Pharmaceuticals came to NOK 4.9 million for the third quarter, compared to NOK 5.5 million for the same quarter last year.
Depreciation and amortisation for the segment were NOK 1.3 million for the third quarter, compared to NOK 0.6 million for the third quarter of 2017.
Energy Trading
Energy Trading, which was established in the second quarter 2018, had no revenues or other income for the third quarter. The EBITDA came to negative NOK 2.4 million, which includes NOK 1.2 million in calculated costs for employee share options.
Other
HQ and other Group activities had EBITDA of negative NOK 0.7 million for the third quarter, compared to negative NOK 1.2 million in the same quarter last year.
Net loss from discontinued operations was NOK 0.2 million for the third quarter, compared to a net loss of NOK 2.4 million for the third quarter 2017.
Finance
Net financial loss for the third quarter was NOK 4.3 million, compared to a net gain of NOK 3.8 million in the same quarter of 2017. The net financial loss for the quarter primarily relates to unrealised losses on oil derivatives entered into in the second quarter of NOK 2.4 million, and foreign exchange losses relating to EUR/NOK forward contracts of NOK 1.9 million.
Tax
Vistin Pharma had an income tax expense of negative NOK 0.9 million in the third quarter,
compared to NOK 1.8 million in the corresponding quarter of 2017.
Consolidated earnings
Net loss for the quarter was NOK 3.2 million, corresponding to earnings per share of negative NOK 0.07, compared to net profit of NOK 3.2 million and earnings per share of NOK 0.19 for the same quarter in 2017.
Cash Flow
Net cash flow from operating activities in the third quarter was negative NOK 0.2 million. Net cash flow from operating activities in the third quarter last year was negative NOK 16.9 million.
Net cash flow from investing activities was negative NOK 2.7 million, which represents capital expenditure for the quarter. Net cash flow from investing activities in the same quarter last year was negative NOK 9.2 million.
Net cash flow from financing activities was negative NOK 0.2 million. Net cash flow from financing activities in the same quarter last year was NOK 0.0 million.
Net decrease in cash and cash equivalents amounted to NOK 3.1 million. In the same quarter last year, there was a net decrease in cash and cash equivalents of NOK 26.2 million.
Financial position
Vistin Pharma had total assets of NOK 474.1 million as of 30 September 2018. Cash and cash equivalents amounted to NOK 330.6 million. The figures as of 30 September 2017 were NOK 272.4 million and NOK 33.5 million, respectively.
Total equity as of 30 September 2018 was NOK 409.9 million, compared to NOK 182.2 million as of 30 September 2017. This corresponds to an equity ratio of 86.5 percent (66.9 percent).
Vistin Pharma had no interest-bearing debt as of 30 September 2018.
Operational review
Pharmaceuticals
Total sales revenue in the third quarter was NOK 51.7 million, compared to NOK 46.7 million in the same quarter of 2017.
Metformin API volumes sold for the quarter were marginally higher than in the corresponding quarter of 2017, and the average metformin HCl sales price was approximately 5% higher.
Vistin Pharma is producing approximately 3,100MT of metformin HCl annually at its manufacturing plant at Fikkjebakke, Norway, which is the plant's current maximum capacity. The Company is working to stretch the current capacity up to 3,800 – 4,000MT through an efficiency program.
There is a strong underlying demand for metformin globally, and the product is the standard first-line treatment for Type 2 Diabetes. The majority of Vistin Pharma's key customers are pharmaceutical companies that sell new and innovative metformin products, and the demand for the Company's metformin will therefore be dependent on the performance of these products in the market. Key drivers for future growth are the number of diabetes patients treated with metformin-containing products, and continued growth in sales volume from existing multinational customers, as well as adding new customers to its portfolio.
The Company has completed the detailed engineering work for a potential new 3,000MT production line, and key suppliers have been selected. When sufficient volumes are secured to continue the expansion work, the Company will be able to have the 3,000MT production capacity installed within approximately 18 months.
Vistin Pharma will install a fully automated packaging line in the fourth quarter 2018, at an estimated investment cost of NOK 20 million. This new packaging line was originally part of the 3,000MT expansion project. The installation work will require the production to be suspended for three weeks in the fourth quarter.
The Board is continuously evaluating different strategic alternatives for the pharmaceutical division to maximise shareholder value.
Energy Trading
During the second quarter 2018, the Company established a new business area within energy trading. To finance the new business area, Vistin Pharma raised NOK 305 million in gross proceeds through a private placement and subsequent repair issue.
In the short-term, the Energy Trading business seeks to identify, analyse and profit from asymmetrical investment opportunities caused by fundamental changes in the oil market. During the second quarter 2018 the Company entered into financial derivative contracts to take advantage of the global change in sulphur specifications for the global shipping industry in 2020. The International Maritime Organisation (IMO), which governs the international shipping society, has decided that by 1 January 2020 it will be illegal for any ship to burn fuel with more than 0.5% sulphur content unless the ship can desulphurize the emissions from the fuel (through so called scrubber equipment). Today, the international shipping fleet mainly burns fuel with 3.5% sulphur content. This regulatory change is possibly the largest fuel specification change that has ever hit the global oil market, and is expected to pose a major challenge for the global refinery system.
The oil derivative contracts entered into by the Company are based on the above changes. The Company believes that crude and refined products with low sulphur content will price better than crude and products with high sulphur content. A higher crude oil price will also have a positive impact on the derivatives that have been entered into so far, but a higher crude oil price is not a requirement for the derivative contracts to be profitable.
The Company's current derivative contracts are not entered into as short-term position, and the contracts are not expected to be subject to frequent trading. These contracts are entered into to try to take advantage of a specific situation unfolding in 2020, as described above. The contracts that have been entered into so far expire in 2020, and an unrealised financial loss of NOK 2.4 million was recognised in the third quarter to reflect the change in the marked-tomarket value of these contracts during the period. The Company is of the opinion that the IMO effects have yet to be priced into the market, and this is expected to change during 2019.
The long-term strategy for this business area will be further developed going forward.
Risks and uncertainties
As a pharmaceutical manufacturing company, Vistin Pharma is exposed to several types of risks. Fluctuations in the price and availability of raw materials and the development in foreign exchange (USD and EUR) are among the most prominent. Therefore, risk management is a prioritised area for the Group. Approximately 60 percent of the EUR currency exposure (cash inflow) for 2018 has been hedged at an average EUR/NOK rate of 9.28.
In addition, risk related to potential regulatory changes, new medications for the treatment of diabetes II, environmental issues connected to emission permits at the Company's plant represent central risk factors to the Company.
Under the terms of the sales contract with TPI Enterprises ("TPI") for the CMO and opioids business, Vistin Pharma has provided customary warranties to the buyer, generally limited to 25% of the sales price, and a with general warranty period expiring in March 2019. An extended warranty period of 5 years from closing of the transaction applies for environmental matters, limited to NOK 20 million. In November 2017, Vistin Pharma received a notice of warranty claims from TPI related to the sale of the CMO and opioids business. Vistin Pharma has rejected these claims in their entirety, but has also in accordance with general accepted accounting principles taken a provision of NOK 1 million with respect thereto. While Vistin Pharma will vigorously defend its position in the matter, there can be no assurance about the final outcome of any legal process concerning the claims, if any.
Trading in energy derivatives and similar objects are associated with material risks. Derivative transactions by their nature entail exposure to adverse changes in commodity prices, and risks related to derivatives could be exacerbated by volatility in the commodity, financial and other markets. There can be no assurance that the Company will be able to successfully perform its trading activities, and there can be no assurance that such activities will generate profits, or fail to general losses. Losses may be substantial, and this would have a material adverse effect on Vistin Pharma's business, prospects, financial condition or results of operations.
For further information, please refer to Vistin Pharma's 2017 Annual Report, available on the Company's website www.vistin.com.
Outlook
Diabetes is one of the largest global health crises of the 21st century, and the metformin business is expected continue to grow as it remains the gold-standard treatment of type 2 diabetes for the foreseeable future. The majority of Vistin Pharma's key customers are pharmaceutical companies that sell new and innovative metformin products, and the demand for the Company's metformin will be partially
dependent on the market performance of these products.
Within the energy trading business, Vistin Pharma does investments in energy related financial instruments. Consequently, the investment opportunities and their performance will be dependent on the development in the international energy market
Share information
The Company had 44 344 592 issued shares on 30 September 2018. The 20 largest shareholders control 66.1 percent of the total number of outstanding shares.
Largest shareholders as of 24 October 2018
| NAME | SHAREHOLDING | % SHARE |
|---|---|---|
| STRATA MARINE & OFFSHORE* | 5 515 943 | 12,44 % |
| PACTUM AS | 2 678 572 | 6,04 % |
| STATE STREET BANK | 2 348 717 | 5,30 % |
| HOLMEN SPESIALFOND | 2 000 000 | 4,51 % |
| AWILCO AS | 1 785 714 | 4,03 % |
| FERNCLIFF LISTED DAI* | 1 764 424 | 3,98 % |
| MP PENSJON PK | 1 721 727 | 3,88 % |
| SUNDT AS | 1 632 416 | 3,68 % |
| APOLLO ASSET LIMITED | 1 600 000 | 3,61 % |
| SOLAN CAPITAL AS | 1 600 000 | 3,61 % |
| TVENGE TORSTEIN INGVALD | 1 310 983 | 2,96 % |
| CAMACA AS | 975 873 | 2,20 % |
| STOREBRAND VEKST | 799 770 | 1,80 % |
| PORTIA AS | 704 091 | 1,59 % |
| KM HOLDING AS | 669 642 | 1,51 % |
| BERGEN KOMMUNALE PENSJONSKASSE | 495 000 | 1,12 % |
| GRANT INVEST AS | 474 585 | 1,07 % |
| CIPRIANO AS | 450 000 | 1,01 % |
| HJELLEGJERDE INVEST | 400 000 | 0,90 % |
| BORGEN INVESTMENT GROUP NORWAY AS | 400 000 | 0,90 % |
| Total 20 largest shareholders | 29 327 457 | 66,1% |
| Other shareholders | 15 017 135 | 33,9% |
| Total number of shares | 44 344 592 | 100,0% |
* Board members of Vistin Pharma, or companies controlled by Board members
Consolidated Statement of Comprehensive Income
| (NOK 1 000) | Note Q3 2018 Q3 2017 YTD 2018 YTD2017 FY 2017 | |||||
|---|---|---|---|---|---|---|
| Revenue | 51 661 | 46 725 | 158 846 | 135 415 | 176 691 | |
| Other income | 886 | 0 | 1 112 | 8 810 | 9 168 | |
| Total revenue and income | 2 | 52 547 | 46 725 | 159 958 | 144 225 | 185 859 |
| Cost of materials | 19 372 | 15 283 60 683 45 676 62 340 | ||||
| Payroll expenses | 18 056 | 13 328 50 530 39 031 58 191 | ||||
| Other operating expenses | 13 274 | 13 848 38 263 37 712 48 606 | ||||
| Depreciation, amortisation and impairment | 1 347 | 655 | 3 945 | 1 886 | 2 702 | |
| Operating profit/(loss) | 498 | 3 610 | 6 538 19 920 14 019 | |||
| Net financial items | 4 (4 322) | 3 780 (18 574) (3 778) (6 659) | ||||
| Profit/(loss) before tax from continuing operations | (3 824) | 7 390 (12 036) 16 142 | 7 360 | |||
| Income tax expense | (880) | 1 774 (2 768) | 3 874 | 1 908 | ||
| Profit/(loss) for the period from continuing operations | (2 945) | 5 616 (9 267) 12 268 | 5 452 | |||
| Profit/(loss) for the period from discontinued operations | (224) (2 424) | (383) | 382 64 948 | |||
| Profit/(loss) for the period | (3 169) | 3 192 (9 651) 12 650 70 400 | ||||
| Other comprehensive income: | ||||||
| Actuarial losses on defined benefit plan | - | - | - | - | 535 | |
| Income tax effect | - | - | - | - | (123) | |
| Total comprehensive income for the period | (3 169) | 3 192 (9 651) 12 650 69 988 | ||||
| Earnings per share (NOK): basic | (0,07) | 0,19 | (0,30) | 0,74 | 4,13 | |
| Earnings per share (NOK): diluted | (0,07) | 0,19 | (0,28) | 0,74 | 4,13 | |
| Earnings per share for continuing operations (NOK): basic | (0,07) | 0,33 | (0,29) | 0,72 | 0,32 | |
| Earnings per share for continuing operations (NOK): diluted | (0,06) | 0,33 | (0,27) | 0,72 | 0,32 |
Consolidated Statement of Financial Position
| (NOK 1 000) | Note 30.09.2018 30.09.2017 31.12.2017 | ||
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant & equipment | 78 071 | 57 434 | 71 686 |
| Total non-current assets | 78 071 | 57 434 | 71 686 |
| Current assets | |||
| Inventory | 18 456 | 24 025 | 22 655 |
| Trade receivables | 30 524 | 64 264 | 30 003 |
| Other receivables | 11 562 | 9 721 | 20 042 |
| Deferred tax assets | 4 906 | - | 2 027 |
| Cash & cash equivalents | 6 330 575 |
33 524 | 85 336 |
| Assets held for sale | - | 83 386 | - |
| Total current assets | 396 023 | 214 921 | 160 063 |
| Total Assets | 474 094 | 272 355 | 231 749 |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 7 44 345 |
17 055 | 17 055 |
| Share premium | 271 601 | 120 459 | 1 074 |
| Other paid-in capital | 1 585 | - | - |
| Retained earnings | 92 378 | 44 692 | 102 028 |
| Total equity | 409 909 | 182 206 | 120 157 |
| Non-current liabilities | |||
| Deferred tax liabilities | - | 3 996 | - |
| Other long-term liabilities | 15 933 | 13 711 | 14 736 |
| Total non-current liabilities | 15 933 | 17 708 | 14 736 |
| Current liabilities | |||
| Trade payables | 10 149 | 36 297 | 48 790 |
| Tax Payables | (3 111) | (0) | 1 032 |
| Other current liabilities | 41 217 | 36 145 | 47 032 |
| Total current liabilities | 48 256 | 72 442 | 96 854 |
| Total liabilities | 64 189 | 90 149 | 111 590 |
| Total Equity and Liabilities | 474 094 | 272 355 | 231 749 |
Statement of Changes in Equity
| Share | Share | Other capital | Retained | |||
|---|---|---|---|---|---|---|
| (NOK 1 000) | Note | capital | premium | reserves | earnings Total equity | |
| Equity as at 01.01.2017 | 17 055 | 137 514 | - | 32 041 | 186 610 | |
| Total comprehensive income | - | - | - | 12 650 | 12 650 | |
| Dividend paid | - | (17 055) | - | - | (17 055) | |
| Equity as at 30.09.2017 | 17 055 | 120 459 | 44 692 | 182 206 | ||
| Equity as at 01.01.2018 | 17 055 | 1 074 | 102 028 | 120 157 | ||
| Total comprehensive income | - | - | - | (9 651) | (9 651) | |
| Private placement | 26 786 | 278 355 | - | - | 305 140 | |
| Transactions costs share issue | - | (7 828) | - | - | (7 828) | |
| Share-based payment | 9 | - | - | 1 585 | - | 1 585 |
| Subsequent repair issue | 504 | - | - | - | 504 | |
| Equity as at 30.09.2018 | 7 | 44 345 | 271 601 | 1 585 | 92 377 | 409 909 |
Cash Flow Statement
| (NOK 1 000) | Note | Q3 2018 | Q3 2017 | YTD 2018 YTD 2017 | FY 2017 | |
|---|---|---|---|---|---|---|
| Cash flow from operating activities | ||||||
| Net profit/(loss) before income tax from continuing operations | (3 824) | 7 390 | (12 036) | 16 142 | 7 360 | |
| Net profit/(loss) before income tax from discontinued operations | (291) | (3 190) | (498) | 502 | 62 045 | |
| Net profit/(loss) before income tax | (4 115) | 4 200 | (12 534) | 16 644 | 69 405 | |
| Adjustments to reconcile profit before tax to net cash flow: Income tax paid |
- | - | (4 144) | (4 221) | (4 221) | |
| Gain on sale of subsidiary | - | - | - | - | (71 142) | |
| Non-cash adjustment to reconcile profit before tax to cash flow: | ||||||
| Depreciation, amortisation and impairment | 1 347 | 1 305 | 3 945 | 3 711 | 4 527 | |
| Share-based payment | 9 | 1 193 | - | 1 585 | - | - |
| Unrealised foreign currency (gains)/losses | (219) | (5 349) | (5 318) | 2 393 | 8 610 | |
| Unrealised financial derivatives (gains)/losses | 2 430 | - | 19 760 | - | - | |
| Changes in working capital: | ||||||
| Changes in trade receivables and trade creditors | 1 630 | (14 423) | (34 002) | (20 061) | 21 534 | |
| Changes in inventory | (1 577) | (3 153) | 4 199 | (15 979) | (9 858) | |
| Changes in other accruals and prepayments | (914) | 471 | (7 311) | (1 642) | (9 347) | |
| Net cash flow from operating activities | (225) (16 948) | (33 820) | (19 155) | 9 508 | ||
| Cash flow from investing activities | ||||||
| Net proceeds from sale of subsidiary | - | - | (6 959) | 158 374 | ||
| Purchase of equipment and intangibles | (2 678) | (9 235) | (11 800) | (19 709) (35 550) | ||
| Interest received | - | - | - | - | 107 | |
| Net cash flow from investing activities | (2 678) | (9 235) | (18 759) (19 709) 122 931 | |||
| Cash flow from financing activities | ||||||
| Effect of disposal of subsidiary (distributed to shareholders) | - | - | - | - | - | |
| Proceeds from share issue | (177) | - | 297 817 | - | - | |
| Repayment of capital | 7 | - | - | - | (17 055) | (136 440) |
| Interest paid | - | - | - | (106) | ||
| Net cash flow from financing activities | (177) | - | 297 817 | (17 055) | (136 546) | |
| Net change in cash and cash equivalents | (3 080) (26 183) 245 238 | (55 919) | (4 104) | |||
| Cash and cash equivalents beginning period | 333 655 | 59 708 | 85 336 | 89 440 | 89 440 | |
| Cash and cash equivalents end period | 330 575 | 33 525 | 330 575 | 33 524 | 85 336 |
Notes to the Condensed Interim Financial Statement
1. Corporate information
Vistin Pharma ASA is a limited liability company, with its registered office at Østensjøveien 27, Oslo, Norway. Vistin Pharma's shares are listed on Oslo Børs in Norway under the ticker VISTIN.
Vistin Pharma ASA, and its subsidiaries, (collectively, Vistin Pharma or the Group), are principally engaged in the production and sale of metformin APIs (active pharmaceutical ingredient) for the international pharmaceutical market, and the investment in energy related investment opportunities.
2. Basis of presentation and changes to the Group's accounting policies
The financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). This financial information should be read together with the financial statements for the year ended 31 December 2017, prepared in accordance with International Financial Reporting Standards ("IFRS"). The presentation of the Interim Financial Statements is consistent with the Annual Financial Statements. The figures are unaudited.
The preparation of the Interim Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities at the date of the Interim Financial Statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the Interim Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.
Employee benefits – share-based compensation
In 2018, in connection with the establishment of a new business area within energy trading, the Group has established an equity-settled, share-based compensation plan. The fair value of the options granted to employees for services received have been recognised as an expense (payroll and payroll related costs) over the vesting period. The total amount to be expensed over the vesting period have been determined by reference to the fair-value of the options granted. The fair value of the options have been estimated at grant date and is not subsequently changed.
Financial Instruments
During 2018 the Group has invested in financial derivatives related to oil/fuel prices. The Group also uses forward currency contracts to hedge its foreign currency risks. None of the forward contracts used by the Group are designated as hedging instruments. Such derivative financial instruments are initially measured at fair value on the date on which a derivative contract is entered into, with any changes in fair value recognised in profit and loss as they arise (FVPL). Derivatives are carried as financial assets when the fair value is positive, and as financial liabilities when the fair value is negative.
New standards, interpretations and amendments adopted by the Group
IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under IFRS. The standard is effective for annual periods beginning on or after 1 January 2018 and either a full retrospective application or a modified retrospective application is required.
The Group is in the business of selling metformin APIs. The goods are sold on their own in separate identified contracts with customers, and the revenue is recognised when the full ownership and risk of the goods have been past to the customer, which is normally when the products have been shipped from the warehouse, or the goods are loaded on-board in departing ships at port, at which time the ownership of the goods is transferred to the customer, alternatively when the goods arrives at the port designated by the customer. The Standard will thus not have a material impact on the Group, as the revenue recognition principles used by the Group are principally in line with IFRS 15.
The presentation and disclosure requirements in IFRS 15 are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and may increase the volume of disclosures required in the Group's financial statements. In particular, the notes to the financial statements will be expanded to include qualitative and quantitative information about the Group's contracts with customers and any contract obligations.
3. Segment reporting
Following the establishment of an energy trading business in the second quarter 2018, the Group has two operating segment, which is the production and sale of metformin products and energy trading.
| (NOK 1 000) | Q3 2018 | Q3 2017 | YTD 2018 | YTD2017 | FY 2017 |
|---|---|---|---|---|---|
| Total revenue and income | |||||
| Pharmaceuticals | 52 547 | 46 725 | 159 957 | 144 225 | 185 859 |
| Energy Trading | - | - | - | - | - |
| HQ & Other | - | - | - | - | - |
| Total revenue and income | 52 547 | 46 725 | 159 957 | 144 225 | 185 859 |
| EBT | |||||
| Pharmaceuticals | 1 568 | 8 678 | 13 104 | 19 120 | 10 130 |
| Energy Trading | (4 707) | - | (22 674) | - | - |
| HQ & Other | (685) | (1 288) | (2 465) | (2 979) | (2 770) |
| EBT | (3 824) | 7 390 | (12 035) | 16 142 | 7 360 |
| Operating assets (NOK 1 000) |
30.09.2018 | 30.09.2017 | 31.12.2017 | ||
| Pharmaceuticals | 122 145 | 145 724 | 122 317 | ||
| Energy Trading | - | - | - | ||
| HQ & Other | 347 043 | 43 245 | 107 405 | ||
| Total segments | 469 188 | 188 969 | 229 722 | ||
| Operating liabilities | |||||
| (NOK 1 000) | 30.09.2018 | 30.09.2017 | 31.12.2017 | ||
| Pharmaceuticals | 10 049 | 36 222 | 43 371 | ||
| Energy Trading | 19 834 | - | - | ||
| HQ & Other | 37 416 | 49 931 | 67 187 | ||
| Total segments | 67 299 | 86 153 | 110 559 | ||
| Reconciliation of assets | |||||
| (NOK 1 000) | 30.09.2018 | 30.09.2017 | 31.12.2017 | ||
| Segment operating assets | 469 188 | 188 969 | 229 722 | ||
| Deferred tax assets | 4 906 | - | 2 027 | ||
| Assets held for sale | - | 83 386 | - | ||
| Total operating assets | 474 094 | 272 355 | 231 749 | ||
| Reconciliation of liabilities | |||||
| 30.09.2018 | 30.09.2017 | 31.12.2017 | |||
| (NOK 1 000) | |||||
| Segment operating liabilities | 67 299 | 86 153 | 110 559 | ||
| Tax Payable | (3 111) | 3 996 | 1 032 | ||
| Total operating liabilities | 64 189 | 90 149 | 111 590 |
4. Financial items
| (NOK 1 000) | Q3 2018 | Q3 2017 | YTD 2018 | YTD 2017 | FY 2017 |
|---|---|---|---|---|---|
| Gains (losses) on net foreign exchange | (1 880) | 4 051 | 1 432 | (3 171) | (6 127) |
| Interest income and other financial items | 105 | - | 175 | - | 107 |
| Gains (losses) on derivative financial instruments | (2 430) | - | (19 760) | - | - |
| Interest and other financial expenses | (117) | (271) | (421) | (607) | (639) |
| Net financial items | (4 321) | 3 780 | (18 573) | (3 778) | (6 659) |
5. Financial derivatives
During the second quarter 2018, the Group entered into financial oil derivatives with a commercial bank as counterparty. The derivatives represent the price difference (spread) between different oil products. These derivatives are valued based on the prices of the underlying oil products, which are quoted in regular markets. As of 30 September 2018, the market-to-market value of these contracts was negative NOK 19.7 million, which has been included as a financial liability in the statement of financial position. For the third quarter NOK 2.4 has been recognised as a financial loss in the statement of comprehensive income. Any increase/decrease in the spread between the prices of the underlying oil products by 1% would increase/decrease the total value of the contracts outstanding by approximately NOK 4 million.
The derivative contracts do not result in physical delivery of the oil products, but the market-tomarket value of the derivatives is settled when the contracts are terminated by the Group. A margin call of 20% of the total contract exposure is deposited with the counter party. The margin requirement as of 30 September 2018 was NOK 103.4 million. The amount has been included in cash and cash equivalents in the statement of financial position.
6. Cash and cash equivalents
| (NOK 1 000) | 30.09.2018 | 30.09.2017 | 31.12.2017 |
|---|---|---|---|
| Cash at bank | 314 622 | 30 524 | 69 383 |
| Restricted cash | 15 953 | 3 000 | 15 953 |
| Cash and cash equivalents | 330 575 | 33 524 | 85 336 |
The cash balance at 30 September 2018 includes an amount of NOK 16.0 million in escrow (restricted cash) relating to the sale of the CMO and opioids business.
7. Share capital
| Number of shares | Share capital | |
|---|---|---|
| (1 000) | (NOK 1 000) | |
| At 1 January 2017 | 17 055 | 17 055 |
| At 30 September 2017 | 17 055 | 17 055 |
| At 1 Januar 2018 | 17 055 | 17 055 |
| At 30 September 2018 | 44 345 | 44 345 |
8. Interest-bearing debt
The Group had no interest-bearing debt as of 30 September 2018 (30.09.18: 0)
9. Employee share options
In July 2018, 2,400,000 share options were granted to employees in connection with the establishment of the Energy Trading business. The exercise price of the options of NOK 11.20 was equal to the subscription price in the NOK 300 million private placement completed to finance the new business area. The options are exercisable with 1/3 or 1/4 after 12, 24, 36 and 48 months. Employee share options are not subject to any performance based vesting conditions. Vistin Pharma has the option to settle the share options in cash.
For the third quarter 2018 the Group has recognised NOK 1.2 million of share-based payment expense in the statement of profit or loss. No expenses were recognised in the same period last year. The weighted average fair value of the options granted during the quarter ended 30 September 2018 was NOK 2.13 per option. No options were granted in the same period last year.
The fair value of the share options at grant date is estimated using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The fair value of options granted during the quarter ended 30 September 2018 was estimated on the date of grant using the following assumptions:
Expected volatility (%) 21.36
Risk-free interest rate (%) 1.24
Expected life of share options (years) 4.00
Weighted average share price (NOK) 11.20