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Vitrolife — Interim / Quarterly Report 2012
Feb 7, 2013
2989_10-k_2013-02-07_0e8881e4-6668-4f6c-ae02-43d99c471041.pdf
Interim / Quarterly Report
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Report on Operations 2012
Vitrolife AB (publ)
Vitrolife is a global biotechnology/medical device Group. The Fertility product area develops, produces and markets products for the treatment of human infertility. Work is also carried out to enable the use and handling of stem cells for therapeutic purposes.
Vitrolife today has approximately 230 employees and the company's products are sold in approximately 90 markets. The company is headquartered in Gothenburg, Sweden, and there are also offices in USA, Australia, France, Italy, United Kingdom, China, Japan and Hungary. The Vitrolife share is listed on NASDAQ OMX Stockholm, Small Cap.
Fourth quarter
Continuing operations
- • Sales growth was 24 percent in local currency. Sales amounted to SEK 98 (82) million, corresponding to an increase of 20 percent in SEK.
- • Operating income (EBIT) amounted to SEK 12 (2) million, corresponding to an operating margin of 12 (2) percent.
- • On October 1 the transplantation business was distributed to the shareholders of Vitrolife, and it is thus reported in this interim report as discontinued operations. The distribution entailed a non-taxable financial capital gain of SEK 303 million in the Vitrolife Group, which was the difference between the market value of the Xvivo shares upon listing and the booked value of Xvivo's net assets in Vitrolife at the time of distribution.
- • For reasons of comparability, the development of the continuing operations (Fertility) is primarily commented on in this report.
- • Net income excluding the Xvivo capital gain amounted to SEK 0 (3) million, which gave earnings per share of SEK -0.01 (0.15). A deferred tax expense was charged to the quarter as a result of
a change in the method used for tax depreciation of SEK 7 million on non-current assets. Adjusted for this, net income amounted to SEK 6 million, corresponding to earnings per share of SEK 0.33.
- • Vitrolife completed the acquisition of Cryo Management Ltd, one of the world's leading players within time-lapse for IVF, based in Hungary. The acquisition has contributed SEK 3 million to the Group's revenues during the fourth quarter.
- • After the resolution had been adopted to distribute Vitrolife's transplantation business, Vitrolife's Board set up new financial objectives for the company.
- • Two further lawsuits were filed in the USA against Vitrolife's American subsidiary with regard to the transplantation product Perfadex. As the products were sold before the distribution of Xvivo, Vitrolife will also handle the lawsuits in the future.
Whole year
Group, including discontinued operations
- • Sales amounted to SEK 404 (356) million.
- Operating income (EBIT) amounted to SEK 57 (41) million.
- • An application for marketing approval of STEEN Solution™ in the USA was submitted to the FDA.
Continuing operations
- • Sales growth was 18 percent in local currency. Sales amounted to SEK 362 (308) million, corresponding to an increase of 18 percent in SEK.
- • Operating income (EBIT) amounted to SEK 50 (21) million, corresponding to an operating margin of 14 (7) percent.
- • Income before tax excluding the Xvivo capital gain amounted to SEK 50 (23) million.
- • Net income excluding the Xvivo capital gain amounted to SEK 27 (15) million, which gave earnings per share of SEK 1.36 (0.79). A deferred
tax expense was charged to the year as a result of a change in the method used for tax depreciation of SEK 7 million on non-current assets. Adjusted for this, net income amounted to SEK 33 million, corresponding to earnings per share of SEK 1.69.
- • The cash flow from operating activities was SEK 58 (22) million.
- • Thomas Axelsson was appointed CEO of Vitrolife.
- • A study was presented at the ESHRE conference which demonstrated that Vitrolife's patented product EmbryoGlue® was again shown to improve the chances of becoming pregnant.
- • Acquisition of Cryo Management Ltd.
- • Three lawsuits submitted against Vitrolife's American subsidiary regarding Perfadex®.
After the end of the year
• The Board's proposal regarding dividend amounts to SEK 0.60 (0.60).
CEO's comments
The fourth quarter also developed well in terms of sales, with growth of 24 percent in local currency. During the quarter the trend from previous quarters continued, with
strong growth in Asia, but it was also pleasing to note good development in several of the more mature markets in Europe. The increase in sales for the year in local currency amounted to 18 percent. Growth has been driven by a combination of market growth and the fact that the company has taken market share and broadened its portfolio.
During the year the operating margin for Fertility increased from 5 percent in 2010 and 7 percent in 2011 to 14 percent in 2012. This improvement has been achieved through a combination of growth, product mix, economies of scale, the focusing of resources where they give the greatest profitability and internal work on improving efficiency. The work on optimizing internal efficiency is a continuous process and will continue during 2013.
In September an Extraordinary General Meeting of Vitrolife adopted a resolution in favour of the Board's proposal to distribute Vitrolife's transplantation business to the shareholders by distribution of the shares in Vitrolife's subsidiary Xvivo Perfusion AB in accordance
with "Lex Asea". The record day was October 1. Since then the companies have operated as completely independent businesses.
During the autumn Vitrolife also completed the acquisition of Cryo Management Ltd, one of the world's leading players within time-lapse for IVF, based in Hungary. During the fourth quarter intensive work was carried out on the training of sales forces and distributors and giving customers product demonstrations. The integration of Cryo into Vitrolife has functioned well and the products have been positively received on the market and met expectations. Time-lapse is an investment for our customers, which means that the customers' order process takes longer compared to our other products.
The market outlook in the time ahead is essentially unchanged. The emerging markets in Asia appear to be developing well at the same time as certain mature markets in Europe are affected negatively by the difficult economic situation. Despite the market situation we see business opportunities in all parts of the world and this year's sales growth of 18 percent witnesses to the fact that with the help of our competent personnel and skilful business partners we are managing to deliver strong growth, which leads me to look forward to 2013 with confidence.
Thomas Axelsson, CEO
The Group's Key Figures
| Oct – Dec | Whole year | ||||
|---|---|---|---|---|---|
| SEK millions | 2012 | 2011 | 2012 | 2011 | |
| Continuing operations | |||||
| Net sales | 98 | 82 | 362 | 308 | |
| Gross profit | 63 | 53 | 238 | 200 | |
| Gross margin, % | 65 | 65 | 66 | 65 | |
| Operating income before depreciation and | 17 | 6 | 67 | 37 | |
| amortization (EBITDA) | |||||
| Operating income (EBIT) | 12 | 2 | 50 | 21 | |
| Operating margin, % | 12 | 2 | 14 | 7 | |
| Income after financial items, adjusted * | 12 | 3 | 50 | 23 | |
| Net income, adjusted * | 6 | 3 | 33 | 15 | |
| Equity/assets ratio, % | 60 | 69 | 60 | 69 | |
| Income per share, SEK, adjusted * | 0.33 | 0.15 | 1.69 | 0.79 | |
| Shareholders' equity per share, SEK | 14.01 | 12.85 | 14.01 | 12.85 | |
| Share price on closing day, SEK ** | 40.30 | 25.00 | 40.30 | 25.00 | |
| Market cap at closing day ** | 799.2 | 489.0 | 799.2 | 489.0 |
* Excluding capital gain of distributing Xvivo Perfusion AB of SEK 303.2 million and deferred tax cost on non-current assets of SEK 6.7 million
** 2011 is reduced with the value of Xvivo by the time of distribution (19.80 SEK / Share)
*** For definition, see page 16
Vitrolife's financial objectives
Vitrolife's Board considers that Vitrolife should have a strong capital base in order to enable continued high growth, both organically and through acquisitions. The company's net debt in relation to EBITDA should normally not exceed 3 times. Vitrolife's Board targets a profitable growth. The objective for Vitrolife's growth over a three year period is an increase in sales by an average of 20 percent per year, with an operating margin of 15 percent.
Fourth quarter 2012 (October - December)
Continuing operations
Net sales
Vitrolife's net sales during the fourth quarter increased by 24 percent in local currency and amounted to SEK 98 (82) million. Sales growth was 20 percent in SEK.
Fig 1. Net sales per geographic area (rolling 12 months)
| SEK millions 254 |
265 | 278 66 |
296 73 |
308 81 |
317 88 |
336 99 |
347 106 |
362 112 |
|---|---|---|---|---|---|---|---|---|
| 56 46 |
61 52 |
58 | 64 | 67 | 69 | 72 | 74 | 75 |
| 152 | 152 | 154 | 159 | 160 | 160 | 165 | 167 | 175 |
| Q4 2010 |
Q1 2011 |
Q2 | Q3 | Q4 | Q1 2012 |
Q2 | Q3 | Q4 |
| EMEA | North- and South America | Asia and Oceania |
Fig 2. Sales development (per quarter)
Income
Operating income (EBIT) amounted to SEK 12 (2) million, corresponding to an operating margin of 12 (2) percent.
Gross income increased by 19 percent to SEK 63 (53) million. The gross margin amounted to 65 (65) percent. A onetime expenses of SEK 2 million was charged to the quarter in connection with restructuring of the organization with a view to increasing productivity. The gross margin excluding one-time expenses amounted to 67 percent.
Selling expenses amounted to 30 (31) percent of sales. Expenses of SEK 1 million in connection with the writedown of doubtful accounts receivable were charged against selling expenses. Administrative expenses amounted to 12 (16) percent of sales and the decrease consisted of one-time expenses in the comparative period. R&D costs amounted to 13 (15) percent of sales. R&D costs include one-time expenses of SEK 2 million related to previously capitalized development expenditure in the subsidiary Cryo. Adjusted for this, R&D costs amounted to 11 percent of sales.
Other operating revenues amounted to SEK 2 (0) million and mainly consisted of development grants of SEK 1 million that were received and taking up as revenue the supplementary purchase sum of SEK 1 million which was not paid with regard to the acquisition of Conception Technologies. Income of SEK 0 (0) million from the participating interest in the Danish company HertART Aps is included in this item.
Depreciation and amortization of SEK 5 (5) million were charged against net income.
Net financial items amounted to SEK 303 (2) million. Net financial items include a capital gain of SEK 303 million related to the distribution of Xvivo. Income before tax adjusted for the Xvivo capital gain amounted to SEK 12 (4) million.
Net income adjusted for the Xvivo capital gain amounted to SEK 0 (3). A deferred tax expense was charged to the quarter as a result of a change in the method used for tax depreciation of SEK 7 million on non-current assets. Adjusted for this, net income amounted to SEK 6 million. For more information, see note 1. The minority shareholders' share of income in the subsidiary A.T.S Srl amounted to SEK 0 (0) million.
Fig 3. Income (rolling 12 months)
Cash flow
The cash flow from operating activities amounted to SEK 20 (10) million. Changes in working capital amounted to SEK 3 (2) million and consisted primarily of reduced inventories as a result of high sales during the quarter. Gross investments in tangible fixed assets amounted to SEK 2 (0) million and consisted primarily of investments in the new Mouse Embryo Assay (MEA) laboratory in Denver. Gross investments in intangible fixed assets amounted to SEK 2 (1) million. Investments in subsidiaries after a deduction for acquired cash and cash equivalents amounted to SEK 31 (0) million and concerned the acquisition of Cryo Management Ltd. The cash flow from financing activities was SEK 10 (-3) million and consisted primarily of the raising of a corporate acquisition loan of SEK 26 million related to Cryo Management, the repayment of borrowings to the tune of SEK 7 million, the decrease of SEK 2 million in cash in hand as a consequence of the distribution of Xvivo and reduced utilization of the overdraft facility to the tune of SEK 7 million. Cash and cash equivalents at the end of the period amounted to SEK 12 (21) million.
Financing
Vitrolife's total credit facilities amounted to SEK 114 (82) million and were used mainly for the financing of business activities in the form of an overdraft in the subsidiary Vitrolife Sweden AB, corporate acquisition credit and loans for financing of the new MEA laboratory in Denver. Of the total utilized credit facilities, SEK 58 (56) million consisted of the company's long-term financing and SEK 17 (11) million of short-term financing.
The equity/assets ratio was 60 (69) percent. Net debt in relation to income for a rolling 12 months before depreciation and amortization (EBITDA) amounted to 0.9 (1.2) times. Shareholders' equity per share amounted to SEK 14.01 (12.85).
Parent Company
Business activities focus on company-wide management and the company has no employees. There were no revenues for the period (-). The costs that arise are mainly attributable to the Board, to NASDAQ OMX Stockholm and the listing of the company's shares. Income before tax for the fourth quarter amounted to SEK -2 (-1) million. Income before tax for the period amounted to SEK -9 (-4) million. One-time expenses regarding distribution of Xvivo and the acquisition of Cryo Management Ltd were charged to the period. Cash and cash equivalents amounted to SEK 1 (1) million.
The Vitrolife share is listed on the NASDAQ OMX Stockholm Small Cap list under the symbol VITR. The closing price on December 28, 2012 was SEK 40.3 (44.80). During the year Xvivo was distributed to the shareholders and was listed at SEK 19.80.
The whole year 2012 (January - December)
Continuing operations
Net sales
Vitrolife's net sales during the period increased by 18 percent in local currency and amounted to SEK 362 (308) million. Sales growth was 18 percent in SEK.
Income
Operating income (EBIT) amounted to SEK 50 (21) million, corresponding to an operating margin of 14 (7) percent.
The gross margin increased to 66 (65) percent, which has primarily been achieved by a changed product mix. Gross income increased by 19 percent to SEK 238 (200) million.
Selling expenses amounted to 28 (30) percent of sales. The decrease consisted primarily of economies of scale and the focusing of resources where they give the greatest profitability. Administrative expenses amounted to 12 (14) percent of sales. The decrease consisted primarily of economies of scale and one-time expenses in the comparative period. R&D costs amounted to 11 (14) percent of sales. The decrease is primarily due to economies of scale and to changed stem-cell development.
Other operating expenses amounted to SEK 0 (-1) million. Income of SEK 0 (0) million from the participating interest in the Danish company HertART Aps is included in this item.
Depreciation and amortization of SEK 18 (17) million were charged against net income.
Net financial items amounted to SEK 303 (2) million. Net financial items include a capital gain of SEK 303 million related to the distribution of Xvivo. Income before tax adjusted for the Xvivo capital gain amounted to SEK 50 (23) million.
Net income adjusted for the Xvivo capital gain amounted to SEK 27 (15) million. A deferred tax expense was charged to the year as a result of a change in the method used for tax depreciation of SEK 7 million on non-current assets. Adjusted for this, net income amounted to SEK 33 million. For more information, see note 1. The minority shareholders' share of income in the subsidiary A.T.S Srl amounted to SEK 0 (0) million.
Cash flow
The cash flow from operating activities amounted to SEK 58 (22) million. Changes in working capital amounted to SEK -9 (-17) million and consisted of, amongst other things, increased inventories and accounts receivable due to increased sales and increased growth for the
company as a whole. Accounts payable increased as a result of increased sales. Gross investments in intangible fixed assets amounted to SEK 2 (9) million. Investments in tangible assets amounted to SEK 15 (15) million and consisted primarily of investments in the new MEA laboratory in Denver. Investments in subsidiaries after a deduction for acquired cash and cash equivalents amounted to SEK 31 (0) million and concerned the acquisition of Cryo Management Ltd. The cash flow from financing activities was SEK -6 (0) million and consisted primarily of the repayment of borrowings to the tune of SEK -15 million, a new loan of SEK 7 million for the MEA laboratory, a new corporate acquisition loan of SEK 26 million in connection with Cryo, reduced utilization of operating credit of SEK -9 million and distribution to the shareholders of SEK -12 million. Cash and cash equivalents at the end of the period amounted to SEK 12 (21) million. MSEK 2008 198,4 207,5 31,8 46,0 120,6 Fig 2. Omsättning och resultat per kvartal Nettoomsättning Bruttoresultat Rörelseresultat Q1 Q2 Q3 Q4 2009 Q1 Q2 Q3 Q4
Product areas
Fertility
Continuing operations
Nutrient solutions (media), advanced consumable instruments such as needles and pipettes, technology support tools (time-lapse) and plastic consumables (labware), for the treatment of human infertility. Media and instruments to enable the use and handling of stem cells for therapeutic purposes.
- • Sales increased by 24 percent in local currency during the fourth quarter and amounted to SEK 98 (82) million. Sales growth in SEK was 20 percent. Sales growth during the year amounted to 18 percent in local currency, corresponding to 18 percent in SEK.
- • Vitrolife completed the acquisition of Cryo Management Ltd, one of the world's leading players within time-lapse for IVF, based in Hungary.
The increase in sales in the American market during the fourth quarter amounted to 6 percent in local currency. The increase corresponds to 5 percent in SEK. Sales growth during the year amounted to 6 percent in local currency. Sales were affected negatively by the phasing out of a number of low-margin products that accompanied the acquisition of Conception Technologies.
40 50 In Asia and the Pacific sales increased by 33 percent during the fourth quarter in local currency, corresponding to an increase of 27 percent in SEK. Sales growth during the year amounted to 41 percent in local currency. Sales growth was driven primarily by continuing strong development in China, Japan and Australia.
Nettoomsättning per geografiskt område (rullande 12 mån) 274,6 266,2 238,3 251,9 225,2 213,7 47,9 63,2 163,4 45,2 63,2 157,8 39,0 55,6 143,7 40,2 60,2 151,5 36,9 49,9 138,4 35,3 46,6 131,8 Sales in EMEA (Europe, the Middle East and Africa) increased during the fourth quarter by 26 percent in local currency, corresponding to an increase of 21 percent in SEK. The quarter included sales of SEK 2 million to Xvivo of contract manufactured STEEN Solution™. Adjusted for this growth amounted to 21 percent in local currency and 16 percent in SEK. Sales growth during the year amounted to 10 percent in local currency and adjusted for sales of STEEN Solution™ to Xvivo 9 percent. The Nordic countries and France displayed strong development in the region.
FSG AO Europa / Mellanöstern Nord- och Sydamerika Övriga världen Q1 Q2 Q3 Q4 2009 Q1 Q2 Q3 Q4 During the fourth quarter Vitrolife completed the acquisition of all the shares in Cryo Management Ltd, one of the world's leading players within time-lapse for IVF. They have developed Primo Vision time-lapse, a system for the monitoring of embryos. Through the acquisition Vitrolife gained access to a product portfolio in the form of successful time-lapse products for IVF and increased knowledge within IVF technology and embryo development. Cryo Management Ltd and its subsidiary Cryo Innovation Ltd are located in Budapest, Hungary. The company was formed in 2005, and has approximately 20 employees. The company has successfully developed, produced and marketed time-lapse products, primarily for the IVF market. The purchase sum amounted to approximately EUR 5 million, which can be increased to EUR 9 million upon the fulfilment of defined objectives primarily related to sales during the period 2013 to 2015. The fixed purchase sum was financed by a corporate acquisition loan of EUR 3 million, EUR 0.6 million from Vitrolife's cash reserves and by payment of EUR 1.4 million in newly issued shares. The share issue was carried out during the fourth quarter and resulted in the number of shares increasing by 268,167, corresponding to dilution of approximately 1.4 percent. During the fourth quarter intensive work has been carried out on the training of sales forces and distributors and giving customers product demonstrations. The integration of Cryo into Vitrolife has functioned well and the products have been positively received on the market and met expectations. Time-lapse is an investment for our customers, which means that the customers' order process takes longer compared to our other products. The acquisition has contributed SEK 3 million to the Group's revenues during the fourth quarter.
250000 250 225 200 175 150 125 100 05 06 07 08 09 Sales of stem-cell products during the fourth quarter amounted to SEK 0 (0.1) million. Sales for the year amounted to SEK 0.4 (0.5) million. During the third quarter Vitrolife entered into an agreement with amongst others Karolinska University Hospital regarding inclusion in a project to develop methods and devices to speed up the implementation of cell therapy in established forms of treatment. Within the framework of the project Vitrolife will collaborate with Karolinska University Hospital and Karolinska Institutet in the development of a culture medium for natural killer cells which will be used in clinical trials within cell therapy. The project will be partly financed by Vinnova. The project with Karolinska University Hospital is in line
with the reworked strategy for Vitrolife's stem cell area. The reworked strategy may be summarized as taking advantage to a greater extent than previously of the synergies with the Fertility area, opening up for products outside the area of human embryonic stem cells and selling medium products in cooperation with other life science companies. Europa / Mellanöstern Q1 Q2 Q3 Q4 2008 Nettoomsättning Bruttoresultat Rörelseresultat Q1 Q2 Q3 Q4 2009
Transplantation
Discontinued operations
Solutions and systems for assessing and preserving organs outside the body, so as to be able to select usable organs and keep them in optimal condition pending transplantation.
- • A resolution was adopted at the Extraordinary General Meeting of shareholders held on September 24, 2012 to distribute the transplantation business to the shareholders as of October 1.
- • The distribution was carried out through the distribution of the shares in the subsidiary Xvivo Perfusion AB in accordance with "Lex Asea".
- • Two further lawsuits were filed in the USA against Vitrolife's American subsidiary with regard to the transplantation product Perfadex. As the products were sold before the distribution of Xvivo, Vitrolife will also handle the lawsuits in the future.
50 The business area's sales during the period January – September, when the business unit was part of Vitrolife, amounted to SEK 42 (34) million, corresponding to growth of 20 percent in local currency. Operating income for the period amounted to SEK 7 (18) million and was affected by one-time expenses of approximately SEK 6 million related to the establishment of Xvivo as an independent company. During the third quarter an application for marketing approval of STEEN Solution™ in the USA was submitted to the till FDA.
30 Distribution of the transplantation business
20 Q1 Q2 Q3 Q4 0 50 100 150 200 250 At the Extraordinary General Meeting of shareholders of Vitrolife held on September 24 a resolution was adopted to spin off Vitrolife's transplantation business, which is run in the subsidiary Xvivo Perfusion AB ("Xvivo") and its subsidiaries, through distribution of the shares in Xvivo in accordance with "Lex Asea". The resolution meant that Vitrolife shareholders automatically received one share in Xvivo for each Vitrolife share that was owned. The distribution did not result in any tax effect for the present shareholders of Vitrolife as long as they remained as owners of Xvivo. It was decided by the Swedish Tax Agency that allotment of the cost of acquisition for the shares was 77 percent for
Nord- och Sydamerika Övriga världen Q1 Q2 Q3 Q4 2009 Nettoomsättning Bruttoresultat Rörelseresultat Q1 Q2 Q3 Q4 2007 Vitrolife and 23 percent for Xvivo. The last day for trade in Vitrolife shares with entitlement to distribution of shares in Xvivo was September 26. The record day was October 1. Trade in Xvivo shares on NASDAQ OMX First North was begun on October 8.
In accordance with the accounting rules of IFRS, the difference between the market value of Xvivo upon listing, SEK 387 million, and the booked value of Xvivo's net assets in the Vitrolife Group at the time of distribution, SEK 84 million, is reported as a non-taxable financial capital gain of SEK 303 million in the Vitrolife Group
Some transplantation operations continuing at Vitrolife
Vitrolife has entered into an agreement to contract manufacture the Steen Solution™ fluid for Xvivo. The background to the agreement is that Xvivo does not have a production facility of its own and that the manufacturing can be done in Vitrolife's existing facilities. Vitrolife has also entered into an agreement to provide Xvivo with a small number of services. The agreements apply standard market terms and conditions.
Further lawsuits in the USA regarding Perfadex
FSG AO 225000 250000 250 225 200 175 150 125 100 05 06 07 08 09 During the third quarter information was received that a lawsuit had been filed against Vitrolife's American subsidiary together with Southwest Transplant Alliance and the University of Texas, in which damages were being claimed by relatives of a patient who had died in 2010 in connection with a lung transplant. During the fourth quarter two similar lawsuits were filed against the same parties by two other patients. For Vitrolife all the lawsuits concern product responsibility, where the plaintiffs claim that Vitrolife has manufactured and sold defective fluid for organ preservation (Perfadex) or provided erroneous instructions, which are claimed to have caused harm to the patients. The lawsuits also contain claims against Southwest Transplant Alliance, which supplied the organs, and the University of Texas, which performed the lung transplants. Perfadex is an organ preservation solution that has been approved by the FDA for the American market since 2001 and has been marketed by Vitrolife since then. The solution is today used by all lung transplant centers in the USA and has so far been used in thousands of lung transplants.
100000 125000 150000 175000 x05 x06 x07 x08 x09 As the products were sold before the distribution of Xvivo, Vitrolife will also handle the lawsuits in the future. Vitrolife has insurance covering damages and is represented by lawyers hired by the insurance company, and personnel from Vitrolife and Xvivo contribute with supporting data and documentation. The lawsuits have not yet gone to trial, but are at an early stage where evidence regarding the claims is to be presented in a so-called discovery process. The insurance company's lawyers make the assessment that on the basis of the information that has come to light at present Vitrolife has a good chance of winning if the lawsuit goes to trial. Vitrolife's insurance policy contains excess, whereby Vitrolife is obliged to pay for legal costs and damages up to USD 50 thousand per lawsuit. Vitrolife has made a provision of USD 50 thousand in the 2012 accounts.
Prospects for 2013
Continuing operations
As the standard of living rises in several developing countries, more and more people choose to wait before they have children. This trend, which has existed in the West for decades, leads to reduced fertility, which in turn drives the fertility treatment market. The same trend is now developing in the new emerging countries China and India, where the demand for this treatment is increasing very rapidly. Still only a few percent of all the couples in the world who are infertile are treated using IVF. Vitrolife therefore anticipates a constantly expanding market which in monetary terms is expected to grow by 5–10 percent per year in the foreseeable future. In several of the more mature markets in Europe, however, low or negative growth can be seen at present as a result of the difficult economic situation. This will probably characterize the development of these markets during 2013. However, despite the difficult economic situation in some markets, Vitrolife sees business opportunities in all parts of the world.
The focus during 2013 will continue to be on the external processes within marketing and sales, primarily in the emerging markets. The company continues to work on further refining and communicating the concept of best partner and total supplier to the customers. Work is also being done to secure that the internal processes are run in a rational and cost-effective way.
The company in brief
Continuing operations
Business concept
Vitrolife's business concept is to develop, produce and market advanced, effective and safe products and systems for the cultivation, handling and storage of human cells, with the intention of using these in clinical technology.
Strategies
- Have a fully comprehensive product range of effective and quality-assured fertility products.
- Have world-leading production with the highest quality control and efficiency.
- Have a global sales and/or support organization
Other information
Organization and personnel
During 2012 the average number of employees was 215 (211), of whom 120 (121) were women and 95 (90) were men. Of these 128 (130) people were employed in Sweden, 60 (65) in the USA and 27 (16) in the rest of the world. The number of people employed in the Group at the end of the period was 233 (211). The increase was primarily related to the acquisition of Cryo Management Ltd.
Information on transactions with related parties
No transactions that have substantially affected the company's results and financial position have been carried out with related parties during the period. For information on related parties, see the Annual Report for 2011, note 27.
Proposed appropriation of earnings
In accordance with the dividend policy of Vitrolife AB (publ), a dividend, or another equivalent form of distribution, shall be proposed annually which on average over time corresponds to 30 percent of net profits for the year after tax has been paid. It is therefore the intention of the Board and CEO to propose to the Annual General Meeting a dividend of SEK 0.60 (0.60) per share.
Risk management
Vitrolife is constantly working to identify, evaluate and manage risks in different systems and processes. During 2010 Enterprise Risk Management (ERM) was introduced, a system which aims to ensure that identified risks are handled in a systematic way. Risk analyses are performed continually with regard to the company's normal business activities and also in connection with activities that are outside Vitrolife's regular quality system. In this way the company can have a high rate of development and at the same time be aware of both the opportunities and risks. The most important strategic and operative risks regarding Vitrolife's business and field are described in detail in the Annual Report for 2011. These are primarily constituted by the company's market investments, product development investments, currency risks and legal risks. The company's management of risks is also described in the Corporate Governance Report in the same Annual Report under the heading "Internal Control Report". The same applies to the Group's management of financial risks, which are described in the Annual Report for 2011, note 24. The risks reported as they are described in the Annual Report for 2011 are assessed to be essentially unchanged for 2012.
Seasonal effects
Vitrolife's sales are affected relatively marginally by seasonal effects. There is often a downturn in orders during and before holiday periods. The reason that orders tail off before holiday periods is that fertility clinics minimize their stock, primarily of fertility media, as these have a relatively short shelf life, so as not to risk rejects. The third quarter has the greatest negative effect from holiday periods, as July and August are affected by holiday periods, primarily in Europe. During the first quarter sales in China are affected negatively by the Chinese New Year in January or February. During the fourth quarter sales in December are negatively affected by the Christmas and New Year holidays. All in all, total sales are usually relatively even between the first and second half of the year and the third quarter is usually the weakest period of the year.
Events after the end of the period
No events have occurred after closing day that significantly affect the assessment of the financial information in this report.
Election committee
The following people have been appointed as members of Vitrolife's election committee for the 2013 Annual General Meeting:
Henrik Blomquist, representing Bure Equity AB Johan Ståhl, representing Lannebo Fonder Martin Lewin, representing Eccenovo AB and Thomas Olausson
Patrik Tigerschiöld, Chairman of the Board
The appointments have been made in accordance with the instructions regarding principles for the appointment of the company's election committee, which were adopted at the Annual General Meeting of Vitrolife on April 19, 2012.
Shareholders who wish to have a matter considered at the meeting can make a written request to this effect to the Board. Such a request for consideration of a matter is to be sent to Vitrolife AB (publ), Att: Styrelsens ordförande, Box 9080, 400 92 Göteborg, Sweden, and must have
been received by the Board at least seven weeks before the Annual General Meeting, or in any case in such good time that the matter, if so necessary, can be included in the invitation to the meeting.
Annual General Meeting and Annual Report
The Annual General Meeting will be held on Monday April 29, 2012, at 5 pm at Vitrolife's premises in Gothenburg, visitors' address Gustaf Werners gata 2. Shareholders will be invited to attend through an announcement in the Swedish Official Gazette and through information in Dagens Industri that shareholders have been invited to attend, no earlier than six weeks and no later than four weeks before the meeting.
It is estimated that Vitrolife's Annual Report for 2012 will be available to be downloaded from Vitrolife's website during week 15 and in a printed version at the company's head office in Gothenburg during week 16. The Annual Report is sent out to all new shareholders and to those shareholders who have previously notified the company that they wish to have the printed version, and is published on the company's website as a pdf-file.
February 7, 2013 Gothenburg Vitrolife AB
The Board of Directors
Financial reports
Vitrolife's interim reports are published on the company's website, www.vitrolife.com, and are sent to shareholders who have registered that they would like to have this information.
During 2013 it is planned that the following reports will be submitted:
Interim report January – March: Friday April 19 Interim report January – June: Friday July 12 Interim report January – September: Thursday November 7
Queries should be addressed to
Thomas Axelsson, CEO, phone +46 31 721 80 01 Mikael Engblom, CFO, phone +46 31 721 80 14
Vitrolife is required to publish the information in this report in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The report was submitted for publication on Thursday February 7, 2013 at 8.30 am.
This is a translation of the Swedish version of the interim report. When in doubt, the Swedish wording prevails.
Consolidated income statements
| January – December | October – December | ||||
|---|---|---|---|---|---|
| SEK thousands | 2012 | 2011 | 2012 | 2011 | |
| Continuing operations | |||||
| Net sales | 362 020 | 308 065 | 97 949 | 81 632 | |
| Cost of goods sold | -123 720 | -107 591 | -34 489 | -28 501 | |
| Gross income | 238 300 | 200 474 | 63 460 | 53 131 | |
| Selling expenses | -102 028 | -92 843 | -29 231 | -25 197 | |
| Administrative expenses | -45 170 | -43 312 | -11 670 | -13 461 | |
| Research and development costs | -41 204 | -42 563 | -12 761 | -12 626 | |
| Other operating revenues and expenses | -171 | -1 096 | 2 338 | -340 | |
| Operating income | 49 725 | 20 660 | 12 137 | 1 506 | |
| Financial income and expenses* | 303 220 | 2 066 | 302 792 | 2 103 | |
| Income after financial items | 352 945 | 22 726 | 314 930 | 3 608 | |
| Taxes | -23 191 | -7 285 | -11 988 | -586 | |
| Net Income | 329 754 | 15 441 | 302 942 | 3 022 | |
| Discontinued operations | |||||
| Net sales | 42 197 | 48 050 | – | 13 742 | |
| Operating Income | 7 167 | 20 257 | – | 2 319 | |
| Income after financial items | 5 907 | 22 376 | – | 404 | |
| Taxes | -1 599 | -7 173 | – | -1 353 | |
| Net Income | 4 308 | 15 203 | – | -949 | |
| Total group | |||||
| Net Sales | 404 217 | 356 115 | 97 949 | 95 374 | |
| Gross income | 271 888 | 238 273 | 63 460 | 64 332 | |
| Operating income | 56 894 | 40 917 | 12 137 | 3 825 | |
| Income after financial items | 358 855 | 45 102 | 314 930 | 4 012 | |
| Taxes | -24 790 | -14 458 | -11 988 | -1 940 | |
| Net income | 334 065 | 30 644 | 302 942 | 2 072 | |
| Attributable to | |||||
| Parent Company's shareholders | 333 772 | 30 360 | 302 914 | 2 068 | |
| Minority interest | 293 | 284 | 28 | 4 | |
| Earnings per share, SEK | 17,04 | 1,55 | 15,41 | 0,11 | |
| Earnings per share, SEK*** | 1,56 | 1,55 | -0,01 | 0,11 | |
| Average number of outstanding shares | 19 585 116 | 19 559 909 | 19 652 158 | 19 562 769 | |
| Average number of outstanding shares** | 19 585 116 | 19 559 909 | 19 652 158 | 19 562 769 | |
| Number of shares at closing day | 19 830 936 | 19 562 769 | 19 830 936 | 19 562 769 | |
| of which own shares | |||||
| Number of shares at closing day** | 19 830 936 | 19 562 769 | 19 830 936 | 19 562 769 |
Depreciation and amortization has reduced income for the period by SEK 18 228 thousand (17 302), of which SEK 5 062 thousand (4 935) for the fourth quarter. * Includes a non-taxable capital gain related to distribution of Xvivo Perfusion AB of SEK 303 207 thousand (0).
** No dilution as Vitrolife's outstanding share warrant program was terminated on May 31, 2011.
*** Excluding capital gain of SEK 303 207 thousand related to distribution of Xvivo Perfusion AB.
Statement of comprehensive income, total group
| January – December | October – December | ||||
|---|---|---|---|---|---|
| SEK thousands | 2012 | 2011 | 2012 | 2011 | |
| Net income | 334 065 | 30 644 | 302 941 | 2 072 | |
| Other comprehensive income | |||||
| Change in hedging reserve, net after tax | -752 | -1 768 | -920 | 1 438 | |
| Change in translation reserve, net after tax | -12 536 | 1 567 | -5 802 | 186 | |
| Total other comprehensive income | -13 288 | -201 | -6 722 | 1 624 | |
| Total income | 320 777 | 30 443 | 296 219 | 3 696 | |
| Attributable to | |||||
| Parent Company's shareholders | 320 484 | 30 159 | 296 191 | 3 692 | |
| Minority interest | 293 | 284 | 28 | 4 |
Other key ratios, total group
| January – December | October – December | ||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | ||
| Gross margin. % | 67,3 | 66.9 | 64,8 | 67.5 | |
| Operating margin before depreciation and amortization. % | 18,6 | 16.3 | 17,6 | 9.2 | |
| Operating margin. % | 14,1 | 11.5 | 12,4 | 4.0 | |
| Net margin. % * | 7,6 | 8.5 | -0,3 | 2.2 | |
| Equity/assets ratio. % | 60,4 | 73.5 | 60,4 | 73.5 | |
| Shareholders' equity per share. SEK, | 14,01 | 17.53 | 14,01 | 17.53 | |
| Shareholders' equity per share. SEK, adjusted ** | 14,01 | 17.53 | 14,01 | 17.53 | |
| Return on equity. %, * | 9,2 | 9.1 | 9,2 | 9.1 | |
| Cash flow from operating activities per share. SEK | 2,99 | 2.02 | 0,95 | 0.52 | |
| Net cash (+) / Net debt (-), SEK millions | -63,4 | -46.1 | -63,4 | -46.1 |
* Excluding capital gain of SEK 303 207 thousand related to distribution of Xvivo Perfusion AB.
** No dilution as Vitrolife's outstanding share warrant program was terminated on May 31, 2011.
Consolidated income statements per quarter
| Oct–Dec | Jul–Sep | Apr–Jun | Jan–Mar | Oct-Dec | Jul–Sep | |
|---|---|---|---|---|---|---|
| SEK thousands | 2012 | 2012 | 2012 | 2012 | 2011 | 2011 |
| Continuing Operations | ||||||
| Net sales | 97 949 | 82 926 | 95 224 | 85 921 | 81 632 | 73 266 |
| Cost of goods sold | -34 489 | -27 988 | -32 237 | -29 006 | -28 501 | -24 643 |
| Gross income | 63 460 | 54 939 | 62 987 | 56 915 | 53 131 | 48 623 |
| Selling expenses | -29 231 | -22 245 | -26 881 | -23 671 | -25 197 | -23 205 |
| Administrative expenses | -11 670 | -9 256 | -12 488 | -11 756 | -13 461 | -9 696 |
| Research and development costs | -12 761 | -6 991 | -10 504 | -10 947 | -12 626 | -7 976 |
| Other operating revenues and expenses | 2 338 | -1 805 | -428 | -277 | -341 | 169 |
| Operating income | 12 137 | 14 640 | 12 686 | 10 265 | 1 506 | 7 915 |
| Financial income and expenses | 302 792 | -1 095 | 530 | 992 | -497 | -4 681 |
| Income after financial items | 314 930 | 13 545 | 13 216 | 11 257 | 1 008 | 3 236 |
| Discontinued operations | ||||||
| Net sales | – | 14 352 | 14 042 | 13 803 | 13 742 | 11 787 |
| Operating Income | – | -1 652 | 3 974 | 4 845 | 2 319 | 6 448 |
| Income after financial items | – | -1 922 | 5 048 | 2 781 | 3 004 | 11 280 |
| Total group | ||||||
| Taxes | -11 988 | -3 155 | -5 003 | -4 643 | -1 940 | -4 870 |
| Net income | 302 942 | 8 468 | 13 261 | 9 395 | 2 072 | 9 645 |
| Attributable to | ||||||
| Parent Company's shareholders | 302 914 | 8 410 | 13 168 | 9 281 | 2 068 | 9 607 |
| Minority interest | 28 | 58 | 93 | 114 | 4 | 38 |
Key ratios per quarter, total group
| Oct-Dec | Jul-Sep | Apr-Jun | Jan–Mar | Oct-Dec | Jul–Sep | Apr–Jun | Jan–Mar | |
|---|---|---|---|---|---|---|---|---|
| 2012 | 2012 | 2012 | 2012 | 2011 | 2011 | 2011 | 2011 | |
| Shareholders' equity per share. SEK, | 14,01 | 18.26* | 18.15 | 17.84 | 17.53 | 17.35 | 16.46 | 16.60 |
| Shareholders' equity per share. SEK, ** | 14,01 | 18.26* | 18.15 | 17.84 | 17.53 | 17.35 | 16.46 | 16.57 |
| Return on equity. %, | 9,2 | 9.4* | 10.8 | 10.1 | 9.1 | 8.6 | 8.9 | 8.6 |
| Cash flow from operating activities | ||||||||
| per share. SEK | 0,95 | 0.32 | 1.03 | 0.69 | 0.52 | 0.70 | 0.56 | 0.23 |
* Distribution of shares in Xvivo Perfusion AB has been moved from short-term non-interest bearing liabilities to equity.
** No dilution as Vitrolife's outstanding share warrant program was terminated on May 31, 2011.
Consolidated balance sheets
| SEK thousands | Dec 31. 2012 | Dec 31. 2011 | |
|---|---|---|---|
| ASSETS | |||
| Goodwill | 182 114 | 120 771 | |
| Other intangible fixed assets | 33 894 | 83 666 | |
| Tangible fixed assets | 94 445 | 95 443 | |
| Financial fixed assets | 3 208 | 2 319 | |
| Deferred tax assets | 5 721 | 11 145 | |
| Inventories | 62 409 | 65 710 | |
| Accounts receivable | 52 436 | 53 372 | |
| Other current receivables | 16 291 | 12 430 | |
| Derivative instruments | – | 1 051 | |
| Liquid funds | 11 680 | 20 873 | |
| Total assets | 462 198 | 466 780 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Shareholders' equity. attributable to the Parent Company's shareholders | 277 791 | 342 970 | |
| Minority interest | 1 191 | 933 | |
| Appropriations | 1 129 | – | |
| Long-term interest bearing liabilities | 58 228 | 55 868 | |
| Long-term non-interest bearing liabilities | 32 605 | – | |
| Short-term interest bearing liabilities | 16 825 | 11 101 | |
| Accounts payable | 17 444 | 19 865 | |
| Deferred tax liabilities | 11 085 | – | |
| Other short-term non-interest bearing liabilities | 45 900 | 36 042 | |
| Total shareholders' equity and liabilities | 462 198 | 466 780 | |
| Pledged assets for own liabilities | 20 684 | 20 000 | |
| Contingent liabilities | 805 | 600 |
Consolidated changes in shareholders' equity
| Attributable to the Parent Company's shareholders | Total share holders´ |
|||||
|---|---|---|---|---|---|---|
| SEK thousands | Share capital | Other capital contributed |
Reserves | Retained earnings |
interest | equity |
| Opening balance January 1, 2011 | 19 944 | 208 566 | -23 450 | 120 616 | 657 | 326 333 |
| Total comprehensive income | – | – | -201 | 30 360 | 284 | 30 443 |
| Increase in share capital | 10 | 339 | – | – | – | 349 |
| Warrants | – | – | – | -1 478 | – | -1 478 |
| Dividend | – | – | – | -11 736 | – | -11 736 |
| Other transactions with minority shareholders | – | – | – | – | -8 | -8 |
| Closing balance December 31, 2011 | 19 954 | 208 905 | -23 651 | 137 762 | 933 | 343 903 |
| Opening balance January 1, 2012 | 19 954 | 208 905 | -23 651 | 137 762 | 933 | 343 903 |
| Total comprehensive income | – | – | -13 288 | 333 772 | 293 | 320 777 |
| Increase shareholder's equity | 274 | 11 382 | – | – | – | 11 656 |
| Dividend | – | – | – | -11 738 | – | -11 738 |
| Dividend, Xvivo Perfusion AB | – | – | – | -387 343 | – | -387 343 |
| Swedish Tax rate effect on deferred tax | – | – | – | 1 762 | – | 1 762 |
| Other transactions with minority shareholders | – | – | – | – | -35 | -35 |
| Closing balance December 31, 2012 | 20 228 | 220 287 | -36 939 | 74 215 | 1 191 | 278 982 |
Consolidated cash flow statements
| January – December | October - December | ||||
|---|---|---|---|---|---|
| SEK thousands | 2012 | 2011 | 2012 | 2011 | |
| Income after financial items | 358 855 | 45 102 | 314 930 | 4 012 | |
| Adjustment for items not affecting cash flow | -280 769 | 15 710 | -296 379 | 4 696 | |
| Tax paid | -9 602 | -1 865 | -1 520 | -706 | |
| Change in inventories | -6 918 | -7 858 | 6 594 | -4 801 | |
| Change in trade receivables | -9 991 | -10 094 | 2 835 | 2 573 | |
| Change in trade payables | 8 355 | -1 535 | -6 503 | 4 418 | |
| Cash flow from operating activities | 59 930 | 39 460 | 19 957 | 10 192 | |
| Cash flow from investing activities | -62 539 | -37 811 | -34 974 | -1 660 | |
| Cash flow from financing activities | -5 607 | 381 | 9 774 | -3 240 | |
| Cash flow for the period | -8 216 | 2 030 | -5 243 | 5 292 | |
| Liquid funds at beginning of period | 20 873 | 18 617 | 17 108 | 15 516 | |
| Exchange rate difference in liquid funds | -977 | 226 | -185 | 65 | |
| Liquid funds at end of period | 11 680 | 20 873 | 11 680 | 20 873 |
Includes Cash flow from discontinued operations by SEK -12 (4) million for the period January - December. See note 4.
Income statements for the Parent Company
| January – December | October - December | ||||
|---|---|---|---|---|---|
| SEK thousands | 2012 | 2011 | 2012 | 2011 | |
| Administrative expenses | -7 563 | -5 264 | -1 770 | -1 569 | |
| Research and development costs | -50 | -19 | – | -13 | |
| Other operating revenues and expenses | 16 | 287 | -8 | -5 | |
| Operating income | -7 597 | -4 996 | -1 778 | -1 587 | |
| Financial income and expenses | -1 465 | 670 | -224 | 270 | |
| Income after financial items | -9 062 | -4 326 | -2 002 | -1 317 | |
| Taxes | 2 068 | 744 | 212 | -47 | |
| Net income | -6 994 | -3 582 | -1 790 | -1 364 |
Depreciation and amortization has reduced income for the period by SEK 20 thousand (39), of which SEK -5 thousand (8) for the fourth quarter.
Balance sheets for the Parent Company
| SEK thousands | Dec 31, 2012 | Dec 31, 2011 | |
|---|---|---|---|
| ASSETS | |||
| Tangible fixed assets | 40 | 60 | |
| Participation in affiliated companies | 422 175 | 340 311 | |
| Other current receivables | 3 781 | 1 839 | |
| Receivables from affiliated companies | 6 315 | 51 708 | |
| Liquid funds | 849 | 604 | |
| Total assets | 433 160 | 394 522 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Shareholders' equity | 312 304 | 383 953 | |
| Long-term interest-bearing liabilities | 20 227 | 1 708 | |
| Long-term non-interest-bearing liabilities | 34 466 | – | |
| Short-term interest-bearing liabilities | 6 009 | 854 | |
| Accounts payable | 500 | 80 | |
| Liabilities to group companies | 53 695 | – | |
| Other short-term interest-free liabilities | 5 959 | 7 927 | |
| Total shareholders' equity and liabilities | 433 160 | 394 522 | |
| Pledged assets for own liabilities | 3 100 | 3 100 | |
| Contingent liabilities | 577 | 600 |
Note 1. Accounting Principles
Accounting principles
This interim report has been prepared for the Group in accordance with the Annual Accounts Act and IAS 34, Interim Financial Reporting, and for the Parent Company in accordance with the Annual Accounts Act and recommendation RFR 2.2 of the Swedish Financial Reporting Board, Accounting for Legal Entities. Unless otherwise stated below, the accounting principles applied to the Group and the Parent Company are consistent with the accounting principles used in the presentation of the most recent Annual Report.
Distribution of Xvivo
On September 24 an Extraordinary General Meeting of Vitrolife adopted a resolution in favour of the Board's proposal to distribute Vitrolife's transplantation business to the shareholders through distribution of the shares in Vitrolife's subsidiary Xvivo Perfusion AB in accordance with "Lex Asea". The record day is October 1. Pursuant to the rules of IFRIC 17 (IFRS) the difference between the market value of the Xvivo shares upon listing and the booked value of Xvivo's net assets in Vitrolife at the time of distribution is reported as a non-taxable capital gain in net financial items. The market value is estimated in accordance with the share price when the Xvivo share was listed on NASDAQ OMX First North on October 8. The capital gain amounted to SEK 303,207 thousand. After distribution, the transplantation business is reported separately as discontinued operations pursuant to the rules of IFRS 5.
Change in the method used for tax depreciation
During 2012 there was a merger between the Swedish subsidiaries Vitrolife Sweden AB and Vitrolife Sweden Instruments Holding AB and its subsidiaries. Before the merger the companies applied different principles for tax depreciation on equipment. After the merger a common method is applied, depreciation as recorded in the books. The change has resulted in a deferred tax expense of SEK 6,666 thousand and this is booked in its entirety in the fourth quarter.
Note 2. Financial data per segment, Group
| January - December | ||||||
|---|---|---|---|---|---|---|
| SEK thousands | 2012 | 2011 | ||||
| Fertility | ||||||
| Continuing operations | ||||||
| Net sales | 362 020 | 308 065 | ||||
| Gross income | 238 300 | 200 475 | ||||
| Selling expenses | -102 028 | -92 843 | ||||
| Administrative exp. | -45 170 | -43 312 | ||||
| R&D expenses | -41 204 | -42 563 | ||||
| Other expenses | -171 | -1 096 | ||||
| Operating income | 49 725 | 20 660 | ||||
| Total Assets | 462 198 | 389 289 | ||||
| Transplantation | ||||||
| Discontinued operations | ||||||
| Net sales | 42 197 | 48 050 | ||||
| Gross income | 33 588 | 37 799 | ||||
| Selling expenses | -7 189 | -5 517 | ||||
| Administrative exp. | -12 825 | -7 264 | ||||
| R&D expenses | -6 055 | -4 613 | ||||
| Other expenses | -353 | -148 | ||||
| Operating income | 7 167 | 20 257 | ||||
| Total Assets | – | 77 491 |
Note 3. Acquisition of subsidiary
In October 2012, Vitrolife acquired all quotas of Cryo Management Ltd including its subsidiary Cryo Innovation Ltd, Hungary. The companies has ca 20 employees and a budgeted sales 2012 of ca EUR 2 million. The acquisition has contributed SEK 3 million to the Group´s revenues during 2012. The purchase sum amounted to ca EUR 9 million including milestone payment of maximum EUR 4 million. The milestone payments are due upon fulfilment of defined objectives primarily related to sales during the period 2013 to 2015. The fixed purchase sum was financed by a corporate acquisition loan of EUR 3 million, EUR 0.6 million from Vitrolife´s cash reserves and by payment of EUR 1.4 million in 268 167 newly issued shares. The acquisition costs amounted to ca SEK 1 million and has in full been charged as an expense. The surplus value of the acquisition amounted per 31 December to SEK 77.0 million, where of SEK 6.0 million current products, SEK 2.0 million production technology and SEK 2.3 million reclassification of salaries. The remaining surplus value is Goodwill and relates to the synergies which are generated by the fact that Cryos products can be sold through Vitrolife´s distribution channels. Goodwill is also related to the value of the combined personnel since a large part of the corporate value relates to the ability of the combined personnel to fast develop new versions of the technology products. The table below summaries the payment sum and the acquired assets and liabilities, which are recorded at the acquisition date at market value. The book value is in most cases equivalent to the market value. The background is that no accounts receivables have been identified where write-down need is motivated. Further no writedown need has emerged related to the inventory and the accounts payables have short payment terms. The acquisition was completed in EUR and the accounting is done per the currency rate of the acquisition date.
SEK millions
| Purchase sum per October 3, 2012 | |
|---|---|
| Liquid funds | 31.6 |
| New issued shares | 10.8 |
| Liability to sellers, offset against assets | 4.2 |
| Conditional purchase price | 34.7 |
| Total purchase price | 81.3 |
| Identified assets and liabilities. | |
| Liquid funds | 0.2 |
| Account receivables | 2.5 |
| Inventory | 3.0 |
| Prepaid costs/deposits | 0.1 |
| Tangible assets | 0.4 |
| Intangible assets production technology | 6.0 |
| Intangible assets existing products | 2.0 |
| Other intangible assets | 6.0 |
| Accounts Payables | -2.8 |
| Other short-term liabilities | -4.2 |
| Total identified assets and liabilities | 13.1 |
| Conditional pruchase price reclassified to salaries | 2.3 |
| Goodwill | 66.2 |
| Currency difference | -0.3 |
| Total acquired assets and liabilities | 81.3 |
Note 4. Cash flow from discontinued operations
| January – December | |||
|---|---|---|---|
| TSEK | 2012 | 2011 | |
| Transplantation | |||
| Cash flow from operating activities | 1 993 | 17 812 | |
| Cash flow from investing activities | -13 708 | -14 106 | |
| Cash flow from financing activities | – | – | |
| Cash flow | -11 715 | 3 706 |
Definitions
Gross margin
Net sales minus the cost of goods sold as a percentage of net sales for the period.
Operating margin before
depreciation and amortization Operating income before depreciation and amortization as a percentage of net sales for the period.
Operating margin
Operating income after depreciation and amortization as a percentage of net sales for the period.
Profit margin
Income for the period as a percentage of net sales for the period.
Return on shareholders' equity
Income for the period as a percentage of the average shareholders' equity for the period.
Equity/assets ratio
Shareholders' equity and minority interest as a percentage of total assets.
Earnings per share
Income for the period in relation to the average number of outstanding shares for the period.
Earnings per share after full dilution
Income for the period in relation to the average number of outstanding shares for the period, taking into
account outstanding share warrants where the net present value of the strike price in the middle of the redemption period or the remaining redemption period is less than the average share price for the period.
Cash flow from operating activities per share
The cash flow from operating activities for the period in relation to the average number of outstanding shares for the period.
Shareholders' equity per share
Shareholders' equity in relation to the number of shares outstanding at closing day.
Shareholders' equity per share after full dilution
Shareholders' equity in relation to the number of shares outstanding at closing day, taking into account outstanding share warrants where the net present value of the strike price in the middle of the redemption period or the remaining redemption period is less than the average share price at closing day.
Net loans receivable/ Net borrowings
Cash and cash equivalents plus interest-bearing receivables minus interest-bearing liabilities and provisions.
Glossary
The following explanations are intended to help the reader to understand certain specific terms and expressions in Vitrolife's reports:
IVF, In Vitro Fertilization
Fertilization between the woman's and the man's sex cells and cultivation of embryos outside the body.
In vitro (Latin "in glass")
A process that has been taken out from a cell to take place in an artificial environment instead, for example in a test tube.
Embryo
A fertilized egg.
Blastocyst
An embryo at days 5-7 after fertilization. Cell division has gone so far that the first cell differentiation has taken place and the embryo thereby now has two different types of cells.
Vitrification
Process for converting a material to a glasslike solid state, for example through rapid freezing, in this case rapid freezing of eggs and embryos, in order to be able to carry out IVF on a later occasion.
IUI
Intra-Uterine Insemination, "artificial insemination". A high concentration of active sperms is injected in order to increase the chance of pregnancy.
Stem cells
Non-specialized cells to be found in all multi-cell organisms. Have the ability to mature (differentiate) into several cell types. Are usually divided up into three groups: adult stem cells (in the fully grown individual), embryonic stem cells and stem cells from the umbilical cord. In the developing embryo stem cells give rise to all tissue in the fetus-to-be. In adult individuals stem cells constitute a repair system to replace damaged cells. As stem cells have the potential to mature into specialized cell types, there are great hopes regarding their medical role.
Cell therapy
Describes the process when new cells are added to tissue in order to treat a disorder.
Preclinical study
Research that is done before a pharmaceutical or a treatment method is sufficiently documented to be studied in people, for example testing of substances on tissue samples and later testing on experimental animals.
Clinical study/trial
An investigation in healthy or sick people in order to study the effect of a pharmaceutical or treatment method.
Biological quality tests
Using biological systems (living cells, organs or animals) to test how well a product or input material functions in relation to a requirement specification.
Medical devices
Comprise devices used to make a diagnosis of a disease, treat a disease and as rehabilitation.
Biotechnology
Combination of biology and technology, which primarily means using cells or components from cells (such as enzymes or DNA) in technical applications.
Obstructive lung disease
Disease where the flow of air in the airways is impeded.
Perfusion
Flow of fluid.
Lung evaluation
Evaluation of the functioning of a lung.
Lung preservation
Storing and preserving a lung outside the body (before transplantation).
Ex vivo (Latin "outside the living")
Biological processes in living cells and tissue when they are in an artificial environment outside the body. The "opposite" of in vivo.
In vivo
Biological processes in living cells and tissue when they are in their natural place in whole organisms.
Vitrolife AB (publ)
Vitrolife Sweden AB Box 9080 SE-400 92 Gothenburg Sweden Tel +46 31 721 80 00 Fax +46 31 721 80 99
Vitrolife, Inc. 3601 South Inca Street Englewood CO 80110
USA Tel +1 303 762 1933 Fax +1 303 781 5615
6835 Flanders Drive, Suite 500 San Diego CA 92121 USA Tel +1 800 995 8081 (USA) +1 858 824 0888 (Intl.) Fax +1 858 824 0891
Vitrolife Ltd
1 Church Street CV34 4 AB Warwick United Kingdom Tel +44 800 (0)32 0013 Fax +44 800 (0)32 0014
A.T.S. Srl
Via Pistrucci, 26 20137 Milan Italy Tel +39 (0) 2 541 22100 Fax +39 (0) 2 541 22100
Vitrolife Pty Ltd
Front, 107 Canterbury Road Middle Park VICTORIA 32 06 Australia Tel +61 (0) 3 9696 3221
Vitrolife K.K.
Aios Meguro Ekimae 808 2-15-19 Kami-osaki, Shinagawa-ku Tokyo 141-0021 Japan Tel +81 (0) 36721 7240 Fax +81 (0) 35420 1430
Vitrolife Sweden AB Beijing Representative Office
Rm 2905-Fl 29-CITC-C 6A Jianguomenwai Avenue, Chaoyang District Beijing CN-100022 China Tel + 86 10 6593 9890 Fax +86 10 6563 9833
Cryo Management Ltd.
Budafoki út 187-189 1117 Budapest Hungary Tel +36 1 211 2041 Fax +36 1 883 8461