Form 6-K KAMADA LTD For: Nov 12
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of November, 2014
Commission File Number 001-35948
Kamada Ltd.
(Translation of registrants name into English)
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7 Sapir St.
Kiryat Weizmann Science Park
P.O Box 4081
Ness Ziona 74140
Israel
�(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F T�������Form 40-F �
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ��������No T
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____
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This Form 6-K is being incorporated by reference into the Registrants Form S-8 Registration Statement File No. 333-192720.
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The following exhibits are attached:
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99.1
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Press Release: Kamada Announces Third Quarter 2014 Financial Results
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99.2
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Kamada Ltd.s Consolidated Financial Statements as of September 30, 2014 (Unaudited)
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99.3
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Disclosure for Debenture Holders as of September 30, 2014
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 12, 2014
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KAMADA LTD.
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By:��/s/ Gil Efron
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Gil Efron
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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99.1
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Press Release: Kamada Announces Third Quarter 2014 Financial Results
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99.2
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Kamada Ltd.s Consolidated Financial Statements as of September 30, 2014 (Unaudited)
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99.3
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Disclosure for Debenture Holders as of September 30, 2014
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EXHIBIT 99.1
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News Release
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Kamada Announces Third Quarter 2014 Financial Results
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Affirms 2014 Revenue Guidance
Conference Call Begins Today at 8:30 a.m. Eastern Time
NESS ZIONA, Israel (November 12, 2014) Kamada Ltd. (NASDAQ and TASE: KMDA), a plasma-derived protein therapeutics company focused on orphan indications, announces financial results for the three and nine months ended September 30, 2014 and affirms 2014 revenue guidance.
Financial highlights of the third quarter of 2014 include:
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Total revenue was $17.2 million compared with $17.5 million for the third quarter of 2013 and compared with $15.8 million for the second quarter of 2014; and
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Gross profit was $4.4 million compared with $5.9 million in the year-ago third quarter and compared to gross loss of $1.0 million for the second quarter of 2014.
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Clinical highlights of the third quarter of 2014 and recent weeks include:
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Granted orphan drug designation by the U.S. Food and Drug Administration (FDA) for Glassia�, the Companys proprietary human Alpha-1 Antitrypsin (AAT), to treat Graft-versus-host-disease;
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Reported that a comprehensive literature review in support of the mechanism of action of AAT for the treatment of type 1 diabetes was published in the August 2014 edition of the peer-reviewed Journal of Diabetes Science and Technology;
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Announced a second extension to its strategic agreement with Baxter International Inc., through which Kamada secured $26 million in additional Glassia revenues, bringing Baxters purchase obligation to a minimum of $191 million from October 2010 through the end of 2017;� and
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Announced results from the complete analysis of the European Phase 2/3 clinical study of its inhaled AAT therapy for the treatment of AAT deficiency (AATD), which confirmed the study did not meet its primary or secondary endpoints, but did show concordance of exacerbation data and positive lung function differences.
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Management Commentary
During the third quarter we continued to strengthen and grow core commercial activities while advancing a robust clinical development program for our proprietary plasma-derived protein therapeutics focused on orphan indications, stated David Tsur, Co-founder and Chief Executive Officer of Kamada.
Our commercial business was strengthened by the second extension to the purchase obligation of our strategic agreement with Baxter, which validates growing market acceptance of Glassia in the U.S. and underscores the strength of our partnership. �In addition, revenue from our Distributed Products Segment grew nearly 50% compared with the year-ago quarter, highlighting the potential to further increase our revenue base and enhance cash flow.
We have a comprehensive clinical development plan featuring a mix of early- and late-stage programs in orphan indications with unmet medical need.��The recent peer-reviewed publication of the literature review in support of the mechanism of action of AAT for the treatment of type 1 diabetes provides the scientific rationale that corroborates the positive clinical results achieved in our Phase 1/2 clinical study and validates our enthusiasm as we continue to enroll patients in our Phase 2/3 clinical study to treat this serious and life-threatening autoimmune disease.
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We expect to report positive data from our U.S. Phase 3 study of KamRAB, a human rabies immune globulin for the post-exposure prophylactic treatment of rabies, by the end of the year and to file a Biologics License Application with the FDA in the first half of 2015.���We have a strategic partnership for the clinical development, sales and marketing of KamRAB in the U.S. with Kedrion Biopharma.��With favorable data and high quality product, we look forward to Kedrion commercializing KamRAB in an approximate $100 million market opportunity.
We were pleased to receive U.S. orphan drug designation for Glassia to treat GVHD, a key milestone in our regulatory and development strategy.� The Phase 1/2 study in GVHD is being conducted at the Fred Hutchinson Cancer Research Center in Seattle, Washington in cooperation with Baxter International Inc. Baxter has rights to Glassia in the U.S.��The results from the Phase 1/2 study are expected to support our plans for global clinical development activities and may serve as a platform to expand AAT indications to include general organ transplantation, based on a similar mechanism of action.
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Despite not meeting the primary or secondary endpoints in our European Phase 2/3 study of inhaled AAT to treat AATD, important lung function parameters showed concordance of a potential treatment effect in the reduction of the inflammatory injury to the lung that is known to be associated with a reduced loss of respiratory function. Based on orphan designation of the drug, prior discussions with the regulator, the additional knowledge of these data and the persistent unmet need in this indication, we will advance discussions with the European Medicines Agency with the intent of submitting for conditional approval in order to bring our inhaled AAT to patients with AATD in Europe.
The advances weve made in our commercial and clinical programs allow us to balance a growing revenue stream from sales of proprietary and distributed products with investments in development-stage programs in order to bring important new medicines to patients, and build value for our shareholders, concluded Mr. Tsur.
Third Quarter Financial Results
Total revenue for the third quarter of 2014 of $17.2 million compares with $17.5 million for the third quarter of 2013.��Revenue from the Proprietary Products Segment was $9.1 million compared with $8.7 million in the second quarter of this year and $12.1 million in the year-ago quarter, with the changes being primarily due to ordering patterns of Glassia from Baxter.��Revenue from the Distributed Product Segment of $8.0 million increased from $5.4 million in the third quarter of 2013, primarily due to higher IVIG sales in Israel.
Research and development (R&D) expenses in the third quarter of 2014 of $4.2 million increased from $2.8 million in the third quarter of 2013 and decreased from $5.1 million in the second quarter of 2014, due to changes in activity in support of various clinical studies including three key clinical trials, the closing and analysis of the European Phase 2/3 study of inhaled AAT, as well as facility costs allocated to R&D use in prior quarters.
Selling, general and administrative (SG&A) expenses in the third quarter of 2014 of $2.7 million increased from $2.1 million in the third quarter of 2013, largely due to share based compensation expense.
Gross profit for the third quarter of 2014 was $4.4 million compared with $5.9 million in the third quarter of 2013, reflecting lower revenue and product mix within the Proprietary Product Segment, as well as higher revenue in the Distributed Products Segment and compared with $0.7 million loss in the second quarter of 2014 which included��a write-off of inventory in that quarter.
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Gross margin declined to 26% from 34% in the third quarter of 2013 due to product mix favoring the lower-margin Distributed Products Segment and increased from 0% in the second quarter of 2014.
For the third quarter of 2014, the Company reported an operating loss of $2.5 million compared with operating income of $1.0 million for the third quarter of 2013 and compared to an operating loss of $7.9 million in the second quarter of 2014.��Net loss for the third quarter of 2014 was $2.9 million or $0.09 per share, compared with net income of $0.4 million or $0.00 per diluted share for the same period in 2013 and compared to a net loss of $8.4 million or $0.23 per diluted share in the second quarter of 2014.��Adjusted net loss for the third quarter of 2014 was $1.9 million compared with adjusted net income of $0.3 million for the same period in 2013 and compared to an adjusted net loss of $7.4 million in the second quarter of 2014.
Adjusted EBITDA for the third quarter of 2014 was a loss of $0.8 million compared with positive $2.0 million for the third quarter of 2013 and compared to a loss of $6.2 million in the second quarter of 2014.
Nine Month Financial Results
Total revenue for the first nine months of 2014 was $46.1 million, compared with $46.2 million for the first nine months of 2013.��Year-to-date revenue in the Proprietary Products Segment was $25.3 million, compared with $32.0 million for the same period in 2013, which included a $4.5 milestone payment.��Excluding this payment, total revenue for the first nine months of 2014 increased by 11%.� Year-to-date revenue in the Distributed Product Segment increased 46% to $20.8 million from $14.2 million in the first nine months of 2013.�
Gross profit for the first nine months of 2014 decreased to $7.6 million from $17.5 million in the same period of 2013, with gross margin declining to 16% from 39%.� Excluding the $3.0 million inventory write-off in the second quarter of 2014 and the $4.5 million milestone payment in the second quarter of 2013, gross profit for the first nine months of 2014 decreased to $10.6 million from $13.0 million in the prior-year period.
Operating loss for the first nine months of 2014 of $10.6 million compares with operating income of $0.4 million for the first nine months of 2013.� Net loss for the first nine months of 2014 was $11.5 million or $0.32 per share, compared with a net loss of $1.1 million or $0.04 per share for the same period in 2013.�
Adjusted EBITDA for the first nine months of 2014 was negative $8.0 million, compared with positive $5.9 million for the same period last year.
Balance Sheet Highlights
As of September 30, 2014, Kamada had cash, cash equivalents and short-term investments of $60.2 million, compared with $74.2 million as of December 31, 2013. During the first nine months of 2014, the Company used $10.6 million in cash to fund operations and $2.4 million for capital expenditures.
Financial Guidance
The Company affirms guidance for total revenue for the year ending December 31, 2014 to be between $70 million and $72 million, with revenue from its Distribution Segment to be between $25 million and $26 million and revenue from its Proprietary Products Segment to be between $45 million and $47 million. �The Company notes that U.S. revenues from the agreement with Baxter remain on track.
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Conference Call
Kamada management will host an investment community conference call today beginning at 8:30 a.m. Eastern time to discuss these results and answer questions.� Shareholders and other interested parties may participate in the conference call by dialing 888-803-5993 (from within the U.S.), 706-634-5454 (from outside the U.S.) or 1-809-457-877 (toll-free from Israel) and entering the conference identification number: 22669538.
A replay of the call will be accessible two hours after its completion through November 18, 2014 by dialing 855-859-2056 (from within the U.S.) or 404-537-3406 (from outside the U.S.) and entering the conference identification number: 22669538. The call will also be archived for 90 days at www.streetevents.com and�www.kamada.com.
About Kamada
Kamada Ltd. is focused on plasma-derived protein therapeutics for orphan indications, and has a commercial product portfolio and a robust late-stage product pipeline.��The Company uses its proprietary platform technology and know-how for the extraction and purification of proteins from human plasma to produce Alpha-1 Antitrypsin (AAT) in a highly-purified, liquid form, as well as other plasma-derived proteins.���AAT is a protein derived from human plasma with known and newly-discovered therapeutic roles given its immunomodulatory, anti-inflammatory, tissue-protective and antimicrobial properties. The Companys flagship product is Glassia�, the first and only liquid, ready-to-use, intravenous plasma-derived AAT product approved by the U.S. Food and Drug Administration. Kamada markets Glassia in the U.S. through a strategic partnership with Baxter International.��In addition to Glassia, Kamada has a product line of nine other injectable pharmaceutical products that are marketed through distributors in more than 15 countries, including Israel, Russia, Brazil, India and other countries in Latin America, Eastern Europe and Asia.��Kamada has five late-stage plasma-derived protein products in development, including an inhaled formulation of AAT for the treatment of AAT deficiency that completed pivotal Phase 2/3 clinical trials in Europe and entered Phase 2 clinical trials in the U.S.���Kamada also leverages its expertise and presence in the plasma-derived protein therapeutics market by distributing 10 complementary products in Israel that are manufactured by third parties.
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.��Forward-looking statements are statements that are not historical facts, such as statements regarding assumptions and results related to financial results forecast, commercial results, timing and results of clinical trials and EMA and U.S. FDA authorizations.��Forward-looking statements are based on Kamadas current knowledge and its present beliefs and expectations regarding possible future events and are subject to risks, uncertainties and assumptions.��Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, unexpected results of clinical trials, delays or denial in the U.S. FDA or the EMA approval process, additional competition in the AATD market or further regulatory delays.��The forward-looking statements made herein speak only as of the date of this announcement and Kamada undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
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Contacts:
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Gil Efron
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Anne Marie Fields
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CFO
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LHA
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212-838-3777
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-Tables to Follow-
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CONSOLIDATED BALANCE SHEETS
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As of September 30,
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As of December 31,
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2014
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2013
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2013
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Unaudited
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Audited
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In thousands
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Current Assets
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� | � | � | � | � | � | � | � | � | |||
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Cash and cash equivalents
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� | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 59,110 | � |
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Short-term investments
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� | � | 42,207 | � | � | � | 4,707 | � | � | � | 15,067 | � |
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Trade receivables, net
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� | � | 16,408 | � | � | � | 17,285 | � | � | � | 17,882 | � |
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Other accounts��receivables
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� | � | 2,078 | � | � | � | 2,532 | � | � | � | 3,694 | � |
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Inventories
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� | � | 25,549 | � | � | � | 22,279 | � | � | � | 21,933 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 104,313 | � | � | � | 118,035 | � | � | � | 117,686 | � |
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Non-Current Assets
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� | � | � | � | � | � | � | � | � | � | � | � |
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Long-term inventories
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� | � | - | � | � | � | 165 | � | � | � | - | � |
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Property, plant and equipment, net
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� | � | 21,780 | � | � | � | 20,951 | � | � | � | 21,443 | � |
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Other long-term assets
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� | � | 143 | � | � | � | 177 | � | � | � | 250 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 21,923 | � | � | � | 21,293 | � | � | � | 21,693 | � |
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| � | � | � | 126,236 | � | � | � | 139,328 | � | � | � | 139,379 | � |
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Current Liabilities
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� | � | � | � | � | � | � | � | � | � | � | � |
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Short term credit and Current maturities of convertible debentures
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� | � | 8,186 | � | � | � | 5,658 | � | � | � | 8,718 | � |
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Trade payables
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� | � | 15,740 | � | � | � | 9,124 | � | � | � | 14,093 | � |
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Deferred revenues
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� | � | 3,898 | � | � | � | 7,603 | � | � | � | 5,454 | � |
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Other accounts payables
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� | � | 3,627 | � | � | � | 4,312 | � | � | � | 4,313 | � |
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| � | � | � | 31,451 | � | � | � | 26,697 | � | � | � | 32,578 | � |
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Non-Current Liabilities
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� | � | � | � | � | � | � | � | � | � | � | � |
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Convertible debentures
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� | � | 7,711 | � | � | � | 20,653 | � | � | � | 7,498 | � |
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Deferred revenues
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� | � | 7,590 | � | � | � | 9,489 | � | � | � | 8,506 | � |
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Employee benefit liabilities, net
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� | � | 890 | � | � | � | 866 | � | � | � | 827 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 16,191 | � | � | � | 31,008 | � | � | � | 16,831 | � |
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Equity
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� | � | � | � | � | � | � | � | � | � | � | � |
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Share capital
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� | � | 9,206 | � | � | � | 9,010 | � | � | � | 9,201 | � |
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Share premium
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� | � | 157,278 | � | � | � | 149,219 | � | � | � | 157,100 | � |
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Conversion option in convertible debentures
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� | � | 2,217 | � | � | � | 3,789 | � | � | � | 2,218 | � |
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Capital reserve due to translation to presentation currency
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� | � | (3,490 | ) | � | � | (3,490 | ) | � | � | (3,490 | ) |
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Capital reserve from hedges
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� | � | (55 | ) | � | � | 185 | � | � | � | 156 | � |
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Capital reserve from available for sale��financial assets
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� | � | 42 | � | � | � | - | � | � | � | (27 | ) |
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Capital reserve from share-based payments
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� | � | 8,154 | � | � | � | 4,850 | � | � | � | 5,189 | � |
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Capital reserve from employee benefits
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� | � | (129 | ) | � | � | (141 | ) | � | � | (129 | ) |
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Accumulated deficit
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� | � | (94,629 | ) | � | � | (81,799 | ) | � | � | (80,248 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 78,594 | � | � | � | 81,623 | � | � | � | 89,970 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | $ | 126,236 | � | � | $ | 139,328 | � | � | $ | 139,379 | � |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
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For the 9 months period
ended
September 30,
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For the 3 months period
ended
�September 30,
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Year ended
December 31
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2014
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2013
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2014
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2013
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2013
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| � | � |
Unaudited
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Audited
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Thousands of US dollar (Except for per-share income (loss) data)
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Revenues from proprietary products
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� | $ | 25,285 | � | � | $ | 32,023 | � | � | $ | 9,143 | � | � | $ | 12,066 | � | � | $ | 50,658 | � |
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Revenues from distribution
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� | � | 20,849 | � | � | � | 14,168 | � | � | � | 8,007 | � | � | � | 5,414 | � | � | � | 19,965 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Total revenues
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� | � | 46,134 | � | � | � | 46,191 | � | � | � | 17,150 | � | � | � | 17,480 | � | � | � | 70,623 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Cost of revenues from proprietary products
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� | � | 20,445 | � | � | � | 16,516 | � | � | � | 5,739 | � | � | � | 6,834 | � | � | � | 27,104 | � |
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Cost of revenues from distribution
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� | � | 18,118 | � | � | � | 12,133 | � | � | � | 7,036 | � | � | � | 4,721 | � | � | � | 17,112 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Total cost of revenues
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� | � | 38,563 | � | � | � | 28,649 | � | � | � | 12,775 | � | � | � | 11,555 | � | � | � | 44,216 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Gross profit
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� | � | 7,571 | � | � | � | 17,542 | � | � | � | 4,375 | � | � | � | 5,925 | � | � | � | 26,407 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Research and development expenses
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� | � | 12,613 | � | � | � | 9,167 | � | � | � | 4,180 | � | � | � | 2,833 | � | � | � | 12,745 | � |
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Selling and marketing expenses
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� | � | 2,041 | � | � | � | 1,554 | � | � | � | 675 | � | � | � | 591 | � | � | � | 2,100 | � |
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General and administrative expenses
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� | � | 6,011 | � | � | � | 5,514 | � | � | � | 2,017 | � | � | � | 1,543 | � | � | � | 7,862 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
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Operating income (loss)
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� | � | (13,094 | ) | � | � | 1,307 | � | � | � | (2,497 | ) | � | � | 958 | � | � | � | 3,700 | � |
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Financial income
|
� | � | 1,041 | � | � | � | 245 | � | � | � | 439 | � | � | � | 80 | � | � | � | 289 | � |
|
Income (expense) in respect of currency exchange and derivatives instruments, net
|
� | � | 92 | � | � | � | (166 | ) | � | � | (44 | ) | � | � | (96 | ) | � | � | (369 | ) |
|
Financial expense
|
� | � | (2,350 | ) | � | � | (2,479 | ) | � | � | (759 | ) | � | � | (926 | ) | � | � | (3,153 | ) |
|
Income (loss) before��taxes on income
|
� | � | (14,311 | ) | � | � | (1,093 | ) | � | � | (2,861 | ) | � | � | 16 | � | � | � | 467 | � |
|
Taxes on income
|
� | � | 70 | � | � | � | 15 | � | � | � | 36 | � | � | � | (21 | ) | � | � | 24 | � |
|
Net Income (loss)
|
� | � | (14,381 | ) | � | � | (1,108 | ) | � | � | (2,897 | ) | � | � | 37 | � | � | � | 443 | � |
|
Other Comprehensive Income (loss):
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Items that may be reclassified to profit or loss in subsequent periods:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net gain (loss) on available for sale financial assets
|
� | � | 69 | � | � | � | (44 | ) | � | � | (51 | ) | � | � | 64 | � | � | � | (27 | ) |
|
Net loss on cash flow hedge
|
� | � | (211 | ) | � | � | - | � | � | � | (109 | ) | � | � | - | � | � | � | (73 | ) |
|
Items that will not be reclassified to profit or loss in subsequent periods:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Actuarial net gain of defined benefit plans
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 12 | � |
|
Total comprehensive income (loss)
|
� | $ | (14,523 | ) | � | $ | (1,152 | ) | � | $ | (3,057 | ) | � | $ | 101 | � | � | $ | 355 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | - | � | � | � | � | � |
|
Income (loss) per share attributable to equity holders of the Company:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Basic income (loss) per share
|
� | $ | (0.41 | ) | � | $ | (0.04 | ) | � | $ | (0.09 | ) | � | $ | 0.00 | � | � | $ | 0.01 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Diluted income (loss) per share
|
� | $ | (0.41 | ) | � | $ | (0.04 | ) | � | $ | (0.09 | ) | � | $ | 0.00 | � | � | $ | 0.01 | � |
�
�
�
�
CONSOLIDATED STATEMENTS OF CASH FLOWS
�
| � | � | For the 9 months period Ended
September 30,
|
� | � | For the 3 months period Ended
September 30,
|
� | � |
Year Ended
December 31,
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � | Unaudited | � | � |
Audited
|
� | ||||||||||||||
| � | � | �Thousands of US dollar | � | |||||||||||||||||
|
Cash Flows from Operating Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Net income (loss)
|
� | $ | (14,381 | ) | � | $ | (1,108 | ) | � | $ | (2,897 | ) | � | $ | 37 | � | � | $ | 443 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjustments to reconcile loss to net cash used in operating activities:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjustments to the profit or loss items:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Depreciation and amortization
|
� | � | 2,041 | � | � | � | 2,267 | � | � | � | 726 | � | � | � | 752 | � | � | � | 3,001 | � |
|
Finance expenses, net
|
� | � | 1,217 | � | � | � | 2,400 | � | � | � | 364 | � | � | � | 942 | � | � | � | 3,233 | � |
|
Cost of share-based payment
|
� | � | 3,075 | � | � | � | 915 | � | � | � | 980 | � | � | � | 266 | � | � | � | 1,327 | � |
|
Loss from sale of fixed assets
|
� | � | - | � | � | � | 73 | � | � | � | - | � | � | � | 6 | � | � | � | 73 | � |
|
Taxes on income
|
� | � | 70 | � | � | � | 15 | � | � | � | 36 | � | � | � | (21 | ) | � | � | 24 | � |
|
Change in employee benefit liabilities, net
|
� | � | 63 | � | � | � | 148 | � | � | � | 56 | � | � | � | 96 | � | � | � | 121 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 6,466 | � | � | � | 5,818 | � | � | � | 2,162 | � | � | � | 2,045 | � | � | � | 7,779 | � |
|
Changes in asset and liability items:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Decrease (increase) in trade receivables
|
� | � | 2,177 | � | � | � | (2,983 | ) | � | � | (587 | ) | � | � | (4,726 | ) | � | � | (3,445 | ) |
|
Decrease��(increase) in other accounts receivables
|
� | � | 295 | � | � | � | (1,075 | ) | � | � | (235 | ) | � | � | (1,282 | ) | � | � | (444 | ) |
|
Decrease (increase) in inventories and long-term inventories
|
� | � | (3,616 | ) | � | � | (1,693 | ) | � | � | (1,678 | ) | � | � | 1,622 | � | � | � | (1,182 | ) |
|
Decrease (increase) in deferred expenses
|
� | � | 1,226 | � | � | � | 156 | � | � | � | 412 | � | � | � | 128 | � | � | � | (1,231 | ) |
|
Increase (decrease)��in trade payables
|
� | � | 1,110 | � | � | � | (3,289 | ) | � | � | (788 | ) | � | � | (111 | ) | � | � | 1,579 | � |
|
Increase (decrease) in other accounts payables
|
� | � | (686 | ) | � | � | 646 | � | � | � | (882 | ) | � | � | (314 | ) | � | � | 264 | � |
|
Decrease��in deferred revenues
|
� | � | (2,472 | ) | � | � | (3,138 | ) | � | � | (643 | ) | � | � | (1,653 | ) | � | � | (6,270 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | (1,966 | ) | � | � | (11,376 | ) | � | � | (4,401 | ) | � | � | (6,336 | ) | � | � | (10,729 | ) |
|
Cash paid and received during the period for:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Interest paid
|
� | � | (963 | ) | � | � | (1,573 | ) | � | � | (361 | ) | � | � | (511 | ) | � | � | (1,968 | ) |
|
Interest received
|
� | � | 385 | � | � | � | 411 | � | � | � | 253 | � | � | � | 216 | � | � | � | 663 | � |
|
Taxes paid
|
� | � | (158 | ) | � | � | (97 | ) | � | � | (94 | ) | � | � | (43 | ) | � | � | (42 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | (736 | ) | � | � | (1,259 | ) | � | � | (202 | ) | � | � | (338 | ) | � | � | (1,347 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash used in operating activities
|
� | $ | (10,617 | ) | � | $ | (7,925 | ) | � | $ | (5,338 | ) | � | $ | (4,592 | ) | � | $ | (3,854 | ) |
�
�
�
�
CONSOLIDATED STATEMENTS OF CASH FLOWS
| � | � |
For the 9 months period Ended
September 30,
|
� | � |
For the 3 months period Ended
September 30,
|
� | � |
Year Ended
December 31,
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � |
Unaudited
|
� | � |
Audited
|
� | ||||||||||||||
| � | � |
Thousands of US dollar
|
� | |||||||||||||||||
|
Cash Flows from Investing Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Short-term investments
|
� | � | (26,624 | ) | � | � | 12,159 | � | � | � | 160 | � | � | � | 4,311 | � | � | $ | 1,732 | � |
|
Purchase of property and equipment
|
� | � | (2,356 | ) | � | � | (4,425 | ) | � | � | (821 | ) | � | � | (1,678 | ) | � | � | (5,643 | ) |
|
Proceeds from sale of equipment
|
� | � | - | � | � | � | 3 | � | � | � | - | � | � | � | - | � | � | � | 8 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash provided by (used in) investing activities
|
� | � | (28,980 | ) | � | � | 7,737 | � | � | � | (661 | ) | � | � | 2,633 | � | � | � | (3,903 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash Flows from Financing Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Exercise of options into shares
|
� | � | 65 | � | � | � | 545 | � | � | � | 26 | � | � | � | 277 | � | � | � | 562 | � |
|
Proceeds from issuance of ordinary shares, net
|
� | � | - | � | � | � | 53,099 | � | � | � | - | � | � | � | (859 | ) | � | � | 52,953 | � |
|
Short term credit from bank and others, net
|
� | � | - | � | � | � | (6 | ) | � | � | - | � | � | � | - | � | � | � | (12 | ) |
|
Repayment of convertible debentures
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (4,295 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash provided by (used in) financing activities
|
� | � | 65 | � | � | � | 53,638 | � | � | � | 26 | � | � | � | (582 | ) | � | � | 49,208 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Exchange differences on balances of cash and cash equivalent
|
� | � | (1,507 | ) | � | � | 916 | � | � | � | (1,039 | ) | � | � | 370 | � | � | � | 793 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Increase (decrease) in cash and cash equivalents
|
� | � | (41,039 | ) | � | � | 54,366 | � | � | � | (7,012 | ) | � | � | (2,171 | ) | � | � | 42,244 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash and cash equivalents at the beginning of the period
|
� | � | 59,110 | � | � | � | 16,866 | � | � | � | 25,083 | � | � | � | 73,403 | � | � | � | 16,866 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash and cash equivalents at the end of the period
|
� | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 59,110 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Significant non-cash transactions
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Purchase of property, equipment��and intangible assets on credit
|
� | $ | - | � | � | $ | - | � | � | $ | - | � | � | $ | - | � | � | $ | - | � |
|
Exercise of options presented as liability
|
� | $ | - | � | � | $ | 23 | � | � | $ | - | � | � | $ | - | � | � | $ | 23 | � |
|
Exercise of convertible debentures into shares
|
� | $ | 7 | � | � | $ | 35 | � | � | $ | - | � | � | $ | 35 | � | � | $ | 6,508 | � |
|
Issuance expenses accrued in other accounts payables
|
� | $ | - | � | � | $ | 235 | � | � | $ | - | � | � | $ | - | � | � | $ | 151 | � |
�
�
�
�
Adjusted EBITDA
| � | � |
9 months period
Ended September 30
|
� | � |
3 months period
Ended September 30
|
� | � |
Year ended
December 31
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � |
Thousands of US dollar
|
� | |||||||||||||||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Net Income (loss)
|
� | $ | (14,381 | ) | � | $ | (1,108 | ) | � | $ | (2,897 | ) | � | $ | 37 | � | � | $ | 443 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Income tax expense
|
� | � | 76 | � | � | � | 15 | � | � | � | 36 | � | � | � | (21 | ) | � | � | 24 | � |
|
Financial expense, net
|
� | � | 1,309 | � | � | � | 2,234 | � | � | � | 320 | � | � | � | 846 | � | � | � | 2,864 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Depreciation and amortization expense
|
� | � | 2,041 | � | � | � | 2,267 | � | � | � | 726 | � | � | � | 752 | � | � | � | 3,001 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Share-based compensation charges
|
� | � | 3,075 | � | � | � | 915 | � | � | � | 980 | � | � | � | 266 | � | � | � | 1,327 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Expense (income) in respect of translation differences and derivatives instruments, net
|
� | � | (92 | ) | � | � | 166 | � | � | � | 44 | � | � | � | 96 | � | � | � | 369 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
One-time management compensation
|
� | � | � | � | � | � | 1,386 | � | � | � | � | � | � | � | � | � | � | � | 1,386 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjusted EBITDA
|
� | $ | (7,972 | ) | � | $ | 5,875 | � | � | $ | (791 | ) | � | $ | 1,976 | � | � | $ | 9,414 | � |
Adjusted net income
| � | � |
9 months period
Ended September 30
|
� | � |
3 months period
Ended September 30
|
� | � |
Year ended
December 31
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � |
Thousands of US dollar
|
� | |||||||||||||||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Net income (loss)
|
� | $ | (14,381 | ) | � | $ | (1,108 | ) | � | $ | (2,897 | ) | � | $ | 37 | � | � | $ | 443 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Share-based compensation charges
|
� | � | 3,075 | � | � | � | 915 | � | � | � | 980 | � | � | � | 266 | � | � | � | 1,327 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
One time management compensation
|
� | � | � | � | � | � | 1,386 | � | � | � | � | � | � | � | � | � | � | � | 1,386 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjusted net income
|
� | $ | (11,306 | ) | � | $ | 1,193 | � | � | $ | (1,917 | ) | � | $ | 303 | � | � | $ | 3,156 | � |
EXHIBIT 99.2
KAMADA LTD.
�
CONSOLIDATED FINANCIAL STATEMENTS
�
AS OF SEPTEMBER 30, 2014
TABLE OF CONTENTS
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F- 2
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F - 3
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F - 4 - F - 6
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F - 7 - F - 8
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F - 9 - F - 13
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KAMADA LTD.
|
CONSOLIDATED BALANCE SHEETS
| � | � |
As of September 30,
|
� | � |
As of December 31,
|
� | ||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||
| � | � |
Unaudited
|
� | � |
Audited
|
� | ||||||
| � | � |
In thousands
|
� | |||||||||
|
Current Assets
|
� | � | � | � | � | � | � | � | � | |||
|
Cash and cash equivalents
|
� | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 59,110 | � |
|
Short-term investments
|
� | � | 42,207 | � | � | � | 4,707 | � | � | � | 15,067 | � |
|
Trade receivables, net
|
� | � | 16,408 | � | � | � | 17,285 | � | � | � | 17,882 | � |
|
Other accounts��receivables
|
� | � | 2,078 | � | � | � | 2,532 | � | � | � | 3,694 | � |
|
Inventories
|
� | � | 25,549 | � | � | � | 22,279 | � | � | � | 21,933 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 104,313 | � | � | � | 118,035 | � | � | � | 117,686 | � |
|
Non-Current Assets
|
� | � | � | � | � | � | � | � | � | � | � | � |
|
Long-term inventories
|
� | � | - | � | � | � | 165 | � | � | � | - | � |
|
Property, plant and equipment, net
|
� | � | 21,780 | � | � | � | 20,951 | � | � | � | 21,443 | � |
|
Other long-term assets
|
� | � | 143 | � | � | � | 177 | � | � | � | 250 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 21,923 | � | � | � | 21,293 | � | � | � | 21,693 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 126,236 | � | � | � | 139,328 | � | � | � | 139,379 | � |
|
Current Liabilities
|
� | � | � | � | � | � | � | � | � | � | � | � |
|
Short term credit and Current maturities of convertible debentures
|
� | � | 8,186 | � | � | � | 5,658 | � | � | � | 8,718 | � |
|
Trade payables
|
� | � | 15,740 | � | � | � | 9,124 | � | � | � | 14,093 | � |
|
Deferred revenues
|
� | � | 3,898 | � | � | � | 7,603 | � | � | � | 5,454 | � |
|
Other accounts payables
|
� | � | 3,627 | � | � | � | 4,312 | � | � | � | 4,313 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 31,451 | � | � | � | 26,697 | � | � | � | 32,578 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Non-Current Liabilities
|
� | � | � | � | � | � | � | � | � | � | � | � |
|
Convertible debentures
|
� | � | 7,711 | � | � | � | 20,653 | � | � | � | 7,498 | � |
|
Deferred revenues
|
� | � | 7,590 | � | � | � | 9,489 | � | � | � | 8,506 | � |
|
Employee benefit liabilities, net
|
� | � | 890 | � | � | � | 866 | � | � | � | 827 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 16,191 | � | � | � | 31,008 | � | � | � | 16,831 | � |
|
Equity
|
� | � | � | � | � | � | � | � | � | � | � | � |
|
Share capital
|
� | � | 9,206 | � | � | � | 9,010 | � | � | � | 9,201 | � |
|
Share premium
|
� | � | 157,278 | � | � | � | 149,219 | � | � | � | 157,100 | � |
|
Conversion option in convertible debentures
|
� | � | 2,217 | � | � | � | 3,789 | � | � | � | 2,218 | � |
|
Capital reserve due to translation to presentation currency
|
� | � | (3,490 | ) | � | � | (3,490 | ) | � | � | (3,490 | ) |
|
Capital reserve from hedges
|
� | � | (55 | ) | � | � | 185 | � | � | � | 156 | � |
|
Capital reserve from available for sale��financial assets
|
� | � | 42 | � | � | � | - | � | � | � | (27 | ) |
|
Capital reserve from share-based payments
|
� | � | 8,154 | � | � | � | 4,850 | � | � | � | 5,189 | � |
|
Capital reserve from employee benefits
|
� | � | (129 | ) | � | � | (141 | ) | � | � | (129 | ) |
|
Accumulated deficit
|
� | � | (94,629 | ) | � | � | (81,799 | ) | � | � | (80,248 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 78,594 | � | � | � | 81,623 | � | � | � | 89,970 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | $ | 126,236 | � | � | $ | 139,328 | � | � | $ | 139,379 | � |
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
F - 2
�
KAMADA LTD.
| � | � |
For the 9 months period
ended
September 30,
|
� | � |
For the 3 months period
ended
�September 30,
|
� | � |
Year ended
December 31
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � |
Unaudited
|
� | � |
Audited
|
� | ||||||||||||||
| � | � |
Thousands of US dollar (Except for per-share income (loss) data)
|
� | |||||||||||||||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Revenues from proprietary products
|
� | $ | 25,285 | � | � | $ | 32,023 | � | � | $ | �9,143 | � | � | $ | 12,066 | � | � | $ | 50,658 | � |
|
Revenues from distribution
|
� | � | 20,849 | � | � | � | 14,168 | � | � | � | 8,007 | � | � | � | 5,414 | � | � | � | 19,965 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Total revenues
|
� | � | 46,134 | � | � | � | 46,191 | � | � | � | 17,150 | � | � | � | 17,480 | � | � | � | 70,623 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cost of revenues from proprietary products
|
� | � | 20,445 | � | � | � | 16,516 | � | � | � | 5,739 | � | � | � | 6,834 | � | � | � | 27,104 | � |
|
Cost of revenues from distribution
|
� | � | 18,118 | � | � | � | 12,133 | � | � | � | 7,036 | � | � | � | 4,721 | � | � | � | 17,112 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Total cost of revenues
|
� | � | 38,563 | � | � | � | 28,649 | � | � | � | 12,775 | � | � | � | 11,555 | � | � | � | 44,216 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | � | 7,571 | � | � | � | 17,542 | � | � | � | 4,375 | � | � | � | 5,925 | � | � | � | 26,407 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Research and development expenses
|
� | � | 12,613 | � | � | � | 9,167 | � | � | � | 4,180 | � | � | � | 2,833 | � | � | � | 12,745 | � |
|
Selling and marketing expenses
|
� | � | 2,041 | � | � | � | 1,554 | � | � | � | 675 | � | � | � | 591 | � | � | � | 2,100 | � |
|
General and administrative expenses
|
� | � | 6,011 | � | � | � | 5,514 | � | � | � | 2,017 | � | � | � | 1,543 | � | � | � | 7,862 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Operating income (loss)
|
� | � | (13,094 | ) | � | � | 1,307 | � | � | � | (2,497 | ) | � | � | 958 | � | � | � | 3,700 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Financial income
|
� | � | 1,041 | � | � | � | 245 | � | � | � | 439 | � | � | � | 80 | � | � | � | 289 | � |
|
Income (expense) in respect of currency exchange and derivatives instruments, net
|
� | � | 92 | � | � | � | (166 | ) | � | � | (44 | ) | � | � | (96 | ) | � | � | (369 | ) |
|
Financial expense
|
� | � | (2,350 | ) | � | � | (2,479 | ) | � | � | (759 | ) | � | � | (926 | ) | � | � | (3,153 | ) |
|
Income (loss) before��taxes on income
|
� | � | (14,311 | ) | � | � | (1,093 | ) | � | � | (2,861 | ) | � | � | 16 | � | � | � | 467 | � |
|
Taxes on income
|
� | � | 70 | � | � | � | 15 | � | � | � | 36 | � | � | � | (21 | ) | � | � | 24 | � |
|
Net Income (loss)
|
� | � | (14,381 | ) | � | � | (1,108 | ) | � | � | (2,897 | ) | � | � | 37 | � | � | � | 443 | � |
|
Other Comprehensive Income (loss):
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Items that may be reclassified to profit or loss in subsequent periods:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net gain (loss) on available for sale financial assets
|
� | � | 69 | � | � | � | (44 | ) | � | � | (51 | ) | � | � | 64 | � | � | � | (27 | ) |
|
Net loss on cash flow hedge
|
� | � | (211 | ) | � | � | - | � | � | � | (109 | ) | � | � | - | � | � | � | (73 | ) |
|
Items that will not be reclassified to profit or loss in subsequent periods:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Actuarial net gain of defined benefit plans
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 12 | � |
|
Total comprehensive income (loss)
|
� | $ | (14,523 | ) | � | $ | (1,152 | ) | � | $ | (3,057 | ) | � | $ | 101 | � | � | $ | 355 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | - | � | � | � | � | � |
|
Income (loss) per share attributable to equity holders of the Company:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Basic income (loss) per share
|
� | $ | (0.41 | ) | � | $ | (0.04 | ) | � | $ | (0.09 | ) | � | $ | 0.00 | � | � | $ | 0.01 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Diluted income (loss) per share
|
� | $ | (0.41 | ) | � | $ | (0.04 | ) | � | $ | (0.09 | ) | � | $ | 0.00 | � | � | $ | 0.01 | � |
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
�
F - 3
�
KAMADA LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
�
| � | � |
Share Capital
|
� | � |
Share premium
|
� | � |
Conversion option in convertible debentures
|
� | � |
Capital reserve from available for sale financial assets
|
� | � |
Capital reserve due to translation to presentation currency
|
� | � |
Capital reserve from hedges
|
� | � |
Capital reserve from share-based payments
|
� | � |
Capital reserve from employee benefits
|
� | � |
Accumulated deficit
|
� | � |
Total equity
|
� | ||||||||||
| � | � | � Unaudited | � | |||||||||||||||||||||||||||||||||||||
| � | � | � In thousands | � | |||||||||||||||||||||||||||||||||||||
|
Balance as of January 1, 2014
|
� | $ | 9,201 | � | � | $ | 157,100 | � | � | $ | 2,218 | � | � | $ | (27 | ) | � | $ | (3,490 | ) | � | $ | 156 | � | � | $ | 5,189 | � | � | $ | (129 | ) | � | $ | (80,248 | ) | � | $ | 89,970 | � |
|
Net loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (14,381 | ) | � | � | (14,381 | ) |
|
Other comprehensive income (loss)
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | 69 | � | � | � | - | � | � | � | (211 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (142 | ) |
|
Total comprehensive income (loss)
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | 69 | � | � | � | - | � | � | � | (211 | ) | � | � | - | � | � | � | - | � | � | � | (14,381 | ) | � | � | (14,523 | ) |
|
Exercise of options into shares, net
|
� | � | 5 | � | � | � | 170 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (110 | ) | � | � | - | � | � | � | - | � | � | � | 65 | � |
|
Conversion of convertible debentures into shares
|
� | � | - | � | � | � | 8 | � | � | � | (1 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | � | � | � | � | - | � | � | � | - | � | � | � | 7 | � |
|
Cost of share-based payment
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 3,075 | � | � | � | - | � | � | � | - | � | � | � | 3,075 | � |
|
Balance as of��September��30, 2014
|
� | $ | 9,206 | � | � | $ | 157,278 | � | � | $ | 2,217 | � | � | $ | 42 | � | � | $ | (3,490 | ) | � | $ | (55 | ) | � | $ | 8,154 | � | � | $ | (129 | ) | � | $ | (94,629 | ) | � | $ | 78,594 | � |
�
| � | � |
Share Capital
|
� | � |
Share premium
|
� | � |
Conversion option in convertible debentures
|
� | � |
Capital reserve due to translation to presentation currency
|
� | � |
Capital reserve from hedges
|
� | � |
Capital reserve from share-based payments
|
� | � |
Capital reserve from employee benefits
|
� | � |
Accumulated deficit
|
� | � |
Total equity
|
� | |||||||||
| � | � | � Unaudited | � | |||||||||||||||||||||||||||||||||
| � | � | � In thousands | � | |||||||||||||||||||||||||||||||||
|
Balance as of January 1, 2013
|
� | $ | 7,204 | � | � | $ | 96,874 | � | � | $ | 3,794 | � | � | $ | (3,490 | ) | � | $ | 229 | � | � | $ | 4,614 | � | � | $ | (141 | ) | � | $ | (80,691 | ) | � | $ | 28,393 | � |
|
Net loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (1,108 | ) | � | � | (1,108 | ) |
|
Other comprehensive loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (44 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (44 | ) |
|
Total comprehensive loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (44 | ) | � | � | - | � | � | � | - | � | � | � | (1,108 | ) | � | � | (1,152 | ) |
|
Issuance of ordinary shares, net of issuance costs
|
� | � | 1,749 | � | � | � | 51,115 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 52,864 | � |
|
Exercise of options into shares, net
|
� | � | 56 | � | � | � | 1,191 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (679 | ) | � | � | - | � | � | � | - | � | � | � | 568 | � |
|
Conversion of convertible debentures into shares
|
� | � | 1 | � | � | � | 39 | � | � | � | (5 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 35 | � |
|
Cost of share-based payment
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 915 | � | � | � | - | � | � | � | - | � | � | � | 915 | � |
|
Balance as of��September��30, 2013
|
� | $ | 9,010 | � | � | $ | 149,219 | � | � | $ | 3,789 | � | � | $ | (3,490 | ) | � | $ | 185 | � | � | $ | 4,850 | � | � | $ | (141 | ) | � | $ | (81,799 | ) | � | $ | 81,623 | � |
�
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
�
F - 4
�
KAMADA LTD.
�
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
�
| � | � |
Share Capital
|
� | � |
Share premium
|
� | � |
Conversion option in convertible debentures
|
� | � |
Capital reserve from available for sale financial assets
|
� | � |
Capital reserve due to translation to presentation currency
|
� | � |
Capital reserve from hedges
|
� | � |
Capital reserve from share-based payments
|
� | � |
Capital reserve from employee benefits
|
� | � |
Accumulated deficit
|
� | � |
Total equity
|
� | ||||||||||
| � | � | � Unaudited | � | |||||||||||||||||||||||||||||||||||||
| � | � | � In thousands | � | |||||||||||||||||||||||||||||||||||||
|
Balance as of��July 1, 2014
|
� | $ | 9,203 | � | � | $ | 157,212 | � | � | $ | 2,217 | � | � | $ | 93 | � | � | $ | (3,490 | ) | � | $ | 54 | � | � | $ | 7,217 | � | � | $ | (129 | ) | � | $ | (91,732 | ) | � | $ | 80,645 | � |
|
Net loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (2,897 | ) | � | � | (2,897 | ) |
|
Other comprehensive loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | (51 | ) | � | � | - | � | � | � | (109 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (160 | ) |
|
Total comprehensive loss
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | (51 | ) | � | � | - | � | � | � | (109 | ) | � | � | - | � | � | � | - | � | � | � | (2,897 | ) | � | � | (3,057 | ) |
|
Exercise of options into shares, net
|
� | � | 3 | � | � | � | 66 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (43 | ) | � | � | - | � | � | � | - | � | � | � | 26 | � |
|
Cost of share-based payment
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 980 | � | � | � | - | � | � | � | - | � | � | � | 980 | � |
|
Balance as of��September��30, 2014
|
� | $ | 9,206 | � | � | $ | 157,278 | � | � | $ | 2,217 | � | � | $ | 42 | � | � | $ | (3,490 | ) | � | $ | (55 | ) | � | $ | 8,154 | � | � | $ | (129 | ) | � | $ | (94,629 | ) | � | $ | 78,594 | � |
�
| � | � |
Share Capital
|
� | � |
Share premium
|
� | � |
Conversion option in convertible debentures
|
� | � |
Capital reserve due to translation to presentation currency
|
� | � |
Capital reserve from hedges
|
� | � |
Capital reserve from share-based payments
|
� | � |
Capital reserve from employee benefits
|
� | � |
Accumulated deficit
|
� | � |
Total equity
|
� | |||||||||
| � | � | � Unaudited | � | |||||||||||||||||||||||||||||||||
| � | � | � In thousands | � | |||||||||||||||||||||||||||||||||
|
Balance as of July 1, 2013
|
� | $ | 8,983 | � | � | $ | 148,655 | � | � | $ | 3,794 | � | � | $ | (3,490 | ) | � | $ | 121 | � | � | $ | 4,903 | � | � | $ | (141 | ) | � | $ | (81,636 | ) | � | $ | 80,989 | � |
|
Net income
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 37 | � | � | � | 37 | � |
|
Other comprehensive income
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 64 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 64 | � |
|
Total comprehensive income
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 64 | � | � | � | - | � | � | � | - | � | � | � | 37 | � | � | � | 101 | � |
|
Exercise of options into shares, net
|
� | � | 26 | � | � | � | 529 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (319 | ) | � | � | - | � | � | � | - | � | � | � | 236 | � |
|
Conversion of convertible debentures into shares
|
� | � | 1 | � | � | � | 35 | � | � | � | (5 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 31 | � |
|
Cost of share-based payment
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 266 | � | � | � | - | � | � | � | - | � | � | � | 266 | � |
|
Balance as of��September��30, 2013
|
� | $ | 9,010 | � | � | $ | 149,219 | � | � | $ | 3,789 | � | � | $ | (3,490 | ) | � | $ | 185 | � | � | $ | 4,850 | � | � | $ | (141 | ) | � | $ | (81,799 | ) | � | $ | 81,623 | � |
�
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
F - 5
�
KAMADA LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| � | � |
Share Capital
|
� | � |
Share premium
|
� | � |
Conversion option in convertible debentures
|
� | � |
Capital reserve from available for sale financial assets
|
� | � |
Capital reserve due to translation to presentation currency
|
� | � |
Capital reserve from hedges
|
� | � |
Capital reserve from share-based payments
|
� | � |
Capital reserve from employee benefits
|
� | � |
Accumulated deficit
|
� | � |
Total equity
|
� | � | ||||||||||
| � | � | � Audited | � | � | |||||||||||||||||||||||||||||||||||||
| � | � | � In thousands | � | � | |||||||||||||||||||||||||||||||||||||
|
Balance as of January 1, 2013
|
� | $ | 7,204 | � | � | $ | 96,874 | � | � | $ | 3,794 | � | � | $ | - | � | � | $ | (3,490 | ) | � | $ | 229 | � | � | $ | 4,614 | � | � | $ | (141 | ) | � | $ | (80,691 | ) | � | $ | 28,393 | � | |
|
Net income
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 443 | � | � | � | 443 | � | |
|
Other comprehensive income (loss)
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | (27 | ) | � | � | - | � | � | � | (73 | ) | � | � | - | � | � | � | 12 | � | � | � | - | � | � | � | (88 | ) | |
|
Total comprehensive income (loss)
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | (27 | ) | � | � | - | � | � | � | (73 | ) | � | � | - | � | � | � | 12 | � | � | � | 443 | � | � | � | 355 | � | |
|
Exercise of warrants and options into shares
|
� | � | 62 | � | � | � | 1,275 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (752 | ) | � | � | - | � | � | � | - | � | � | � | 585 | � | |
|
Issuance of ordinary shares, net of issuance costs
|
� | � | 1,749 | � | � | � | 51,053 | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 52,802 | � | |
|
Conversion of convertible debentures into shares
|
� | � | 186 | � | � | � | 7,898 | � | � | � | (1,576 | ) | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 6,508 | � | |
|
Cost of share-based payment
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | 1,327 | � | � | � | - | � | � | � | - | � | � | � | 1,327 | � | |
|
Balance as of December 31, 2013
|
� | $ | 9,201 | � | � | $ | 157,100 | � | � | $ | 2,218 | � | � | $ | (27 | ) | � | $ | (3,490 | ) | � | $ | 156 | � | � | $ | 5,189 | � | � | $ | (129 | ) | � | $ | (80,248 | ) | � | $ | 89,970 | � | |
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
�
F - 6
�
| � | � | For the 9 months period Ended
September 30,
|
� | � | For the 3 months period Ended
September 30,
|
� | � |
Year Ended
December 31,
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � | Unaudited | � | � |
Audited
|
� | ||||||||||||||
| � | � | �Thousands of US dollar | � | |||||||||||||||||
|
Cash Flows from Operating Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Net income (loss)
|
� | $ | (14,381 | ) | � | $ | (1,108 | ) | � | $ | (2,897 | ) | � | $ | 37 | � | � | $ | 443 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjustments to reconcile loss to net cash used in operating activities:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Adjustments to the profit or loss items:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Depreciation and amortization
|
� | � | 2,041 | � | � | � | 2,267 | � | � | � | 726 | � | � | � | 752 | � | � | � | 3,001 | � |
|
Finance expenses, net
|
� | � | 1,217 | � | � | � | 2,400 | � | � | � | 364 | � | � | � | 942 | � | � | � | 3,233 | � |
|
Cost of share-based payment
|
� | � | 3,075 | � | � | � | 915 | � | � | � | 980 | � | � | � | 266 | � | � | � | 1,327 | � |
|
Loss from sale of fixed assets
|
� | � | - | � | � | � | 73 | � | � | � | - | � | � | � | 6 | � | � | � | 73 | � |
|
Taxes on income
|
� | � | 70 | � | � | � | 15 | � | � | � | 36 | � | � | � | (21 | ) | � | � | 24 | � |
|
Change in employee benefit liabilities, net
|
� | � | 63 | � | � | � | 148 | � | � | � | 56 | � | � | � | 96 | � | � | � | 121 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | 6,466 | � | � | � | 5,818 | � | � | � | 2,162 | � | � | � | 2,045 | � | � | � | 7,779 | � |
|
Changes in asset and liability items:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Decrease (increase) in trade receivables
|
� | � | 2,177 | � | � | � | (2,983 | ) | � | � | (587 | ) | � | � | (4,726 | ) | � | � | (3,445 | ) |
|
Decrease��(increase) in other accounts receivables
|
� | � | 295 | � | � | � | (1,075 | ) | � | � | (235 | ) | � | � | (1,282 | ) | � | � | (444 | ) |
|
Decrease (increase) in inventories and long-term inventories
|
� | � | (3,616 | ) | � | � | (1,693 | ) | � | � | (1,678 | ) | � | � | 1,622 | � | � | � | (1,182 | ) |
|
Decrease (increase) in deferred expenses
|
� | � | 1,226 | � | � | � | 156 | � | � | � | 412 | � | � | � | 128 | � | � | � | (1,231 | ) |
|
Increase (decrease)��in trade payables
|
� | � | 1,110 | � | � | � | (3,289 | ) | � | � | (788 | ) | � | � | (111 | ) | � | � | 1,579 | � |
|
Increase (decrease) in other accounts payables
|
� | � | (686 | ) | � | � | 646 | � | � | � | (882 | ) | � | � | (314 | ) | � | � | 264 | � |
|
Decrease��in deferred revenues
|
� | � | (2,472 | ) | � | � | (3,138 | ) | � | � | (643 | ) | � | � | (1,653 | ) | � | � | (6,270 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | (1,966 | ) | � | � | (11,376 | ) | � | � | (4,401 | ) | � | � | (6,336 | ) | � | � | (10,729 | ) |
|
Cash paid and received during the period for:
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Interest paid
|
� | � | (963 | ) | � | � | (1,573 | ) | � | � | (361 | ) | � | � | (511 | ) | � | � | (1,968 | ) |
|
Interest received
|
� | � | 385 | � | � | � | 411 | � | � | � | 253 | � | � | � | 216 | � | � | � | 663 | � |
|
Taxes paid
|
� | � | (158 | ) | � | � | (97 | ) | � | � | (94 | ) | � | � | (43 | ) | � | � | (42 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
| � | � | � | (736 | ) | � | � | (1,259 | ) | � | � | (202 | ) | � | � | (338 | ) | � | � | (1,347 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash used in operating activities
|
� | $ | (10,617 | ) | � | $ | (7,925 | ) | � | $ | (5,338 | ) | � | $ | (4,592 | ) | � | $ | (3,854 | ) |
�
F - 7
�
KAMADA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| � | � |
For the 9 months period Ended
September 30,
|
� | � |
For the 3 months period Ended
September 30,
|
� | � |
Year Ended
December 31,
|
� | |||||||||||
| � | � |
2014
|
� | � |
2013
|
� | � |
2014
|
� | � |
2013
|
� | � |
2013
|
� | |||||
| � | � |
Unaudited
|
� | � |
Audited
|
� | ||||||||||||||
| � | � |
Thousands of US dollar
|
� | |||||||||||||||||
|
Cash Flows from Investing Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | |||||
|
Short-term investments
|
� | � | (26,624 | ) | � | � | 12,159 | � | � | � | 160 | � | � | � | 4,311 | � | � | $ | 1,732 | � |
|
Purchase of property and equipment
|
� | � | (2,356 | ) | � | � | (4,425 | ) | � | � | (821 | ) | � | � | (1,678 | ) | � | � | (5,643 | ) |
|
Proceeds from sale of equipment
|
� | � | - | � | � | � | 3 | � | � | � | - | � | � | � | - | � | � | � | 8 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash provided by (used in) investing activities
|
� | � | (28,980 | ) | � | � | 7,737 | � | � | � | (661 | ) | � | � | 2,633 | � | � | � | (3,903 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash Flows from Financing Activities
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Exercise of options into shares
|
� | � | 65 | � | � | � | 545 | � | � | � | 26 | � | � | � | 277 | � | � | � | 562 | � |
|
Proceeds from issuance of ordinary shares, net
|
� | � | - | � | � | � | 53,099 | � | � | � | - | � | � | � | (859 | ) | � | � | 52,953 | � |
|
Short term credit from bank and others, net
|
� | � | - | � | � | � | (6 | ) | � | � | - | � | � | � | - | � | � | � | (12 | ) |
|
Repayment of convertible debentures
|
� | � | - | � | � | � | - | � | � | � | - | � | � | � | - | � | � | � | (4,295 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Net cash provided by (used in) financing activities
|
� | � | 65 | � | � | � | 53,638 | � | � | � | 26 | � | � | � | (582 | ) | � | � | 49,208 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Exchange differences on balances of cash and cash equivalent
|
� | � | (1,507 | ) | � | � | 916 | � | � | � | (1,039 | ) | � | � | 370 | � | � | � | 793 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Increase (decrease) in cash and cash equivalents
|
� | � | (41,039 | ) | � | � | 54,366 | � | � | � | (7,012 | ) | � | � | (2,171 | ) | � | � | 42,244 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash and cash equivalents at the beginning of the period
|
� | � | 59,110 | � | � | � | 16,866 | � | � | � | 25,083 | � | � | � | 73,403 | � | � | � | 16,866 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Cash and cash equivalents at the end of the period
|
� | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 18,071 | � | � | $ | 71,232 | � | � | $ | 59,110 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Significant non-cash transactions
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Purchase of property, equipment��and intangible assets on credit
|
� | $ | - | � | � | $ | - | � | � | $ | - | � | � | $ | - | � | � | $ | - | � |
|
Exercise of options presented as liability
|
� | $ | - | � | � | $ | 23 | � | � | $ | - | � | � | $ | - | � | � | $ | 23 | � |
|
Exercise of convertible debentures into shares
|
� | $ | 7 | � | � | $ | 35 | � | � | $ | - | � | � | $ | 35 | � | � | $ | 6,508 | � |
|
Issuance expenses accrued in other accounts payables
|
� | $ | - | � | � | $ | 235 | � | � | $ | - | � | � | $ | - | � | � | $ | 151 | � |
The accompanying Notes are an integral part of the Consolidated Financial Statements.
�
F - 8
�
�
KAMADA LTD.
�
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
Note 1:-
|
General
|
These Financial Statements have been prepared in a condensed format as of September��30, 2014 and for the nine months then ended ("interim consolidated financial statements").
�
These financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2013 and for the year then ended and the accompanying notes ("annual consolidated financial statements").
Note 2:-�������������Significant Accounting Policies
Basis of preparation of the interim consolidated financial statements:
�
The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, "Interim Financial Reporting".
Note 3:-����Disclosure of new standards in the period prior to their adoption
| � |
a.
|
IFRS 15 Revenues from contracts with customers
|
�
The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.
�
| � |
b.
|
Amendments to IAS 16 and IAS 38 - Acceptable Methods of Depreciation and Amortisation
|
�
In May 2014, the IASB issued Amendments to IAS 16 and IAS 38 , clarifying that the use of methods based on revenue to calculate the depreciation is not appropriate because revenue generated by an activity that includes the use of an asset typically reflects factors that are not directly linked to the consumption of the economic benefits embodied in the asset. Revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.
�
| � |
c.
|
IFRS 9 - Financial Instruments
|
�
In July 2014, the IASB completed the final element of its comprehensive response to the financial crisis by issuing IFRS 9�Financial Instruments. The package of improvements introduced by IFRS 9 includes a logical model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially-reformed approach to hedge accounting. The new Standard will come into effect on January 1, 2018 with early application permitted.
�
F - 9
�
KAMADA LTD.
�
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4:-�������������Operating Segments
| � |
a.
|
General:
�
The Company has two operating segments, as follows:
|
�
| � |
Proprietary Products
|
-
|
Medicine development, manufacture and sale of plasma-derived therapeutics products.
|
| � | � | � | � |
| � |
Distribution
|
-
|
Distribution of drugs in Israel manufacture by other companies for clinical uses, most of which are produced from plasma or its derivatives products.
|
| � |
b.
|
Reporting on operating segments:
|
| � | � |
Proprietary Products
|
� | � |
Distribution
|
� | � |
Total
|
� | |||
| � | � |
Unaudited
|
� | |||||||||
|
Nine months period ended September 30, 2014
|
� | � | � | � | � | � | � | � | � | |||
| � | � | � | � | � | � | � | � | � | � | |||
|
Revenues
|
� | $ | 25,285 | � | � | $ | 20,849 | � | � | $ | 46,134 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | $ | 4,840 | � | � | $ | 2,731 | � | � | � | 7,571 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Unallocated corporate expenses
|
� | � | � | � | � | � | � | � | � | � | (20,665 | ) |
|
Finance expenses, net
|
� | � | � | � | � | � | � | � | � | � | (1,217 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Loss before taxes on income
|
� | � | � | � | � | � | � | � | � | $ | (14,311 | ) |
| � | � |
Proprietary Products
|
� | � |
Distribution
|
� | � |
Total
|
� | |||
| � | � |
Unaudited
|
� | |||||||||
|
Nine months period ended September 30, 2013
|
� | � | � | � | � | � | � | � | � | |||
| � | � | � | � | � | � | � | � | � | � | |||
|
Revenues
|
� | $ | 32,023 | � | � | $ | 14,168 | � | � | $ | 46,191 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | $ | 15,507 | � | � | $ | 2,035 | � | � | � | 7,542 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Unallocated corporate expenses
|
� | � | � | � | � | � | � | � | � | � | (16,235 | ) |
|
Finance expenses, net
|
� | � | � | � | � | � | � | � | � | � | (2,400 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Loss before taxes on income
|
� | � | � | � | � | � | � | � | � | $ | (1,093 | ) |
| � | � |
Proprietary Products
|
� | � |
Distribution
|
� | � |
Total
|
� | |||
| � | � |
Unaudited
|
� | |||||||||
|
Three months period ended September 30, 2014
|
� | � | � | � | � | � | � | � | � | |||
| � | � | � | � | � | � | � | � | � | � | |||
|
Revenues
|
� | $ | 9,143 | � | � | $ | 8,007 | � | � | $ | 17,150 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | $ | 3,404 | � | � | $ | 971 | � | � | � | 4,375 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Unallocated corporate expenses
|
� | � | � | � | � | � | � | � | � | � | (6,916 | ) |
|
Finance expenses, net
|
� | � | � | � | � | � | � | � | � | � | (364 | ) |
|
�
Loss before taxes on income
|
� | � | � | � | � | � | � | � | � | $ | (2,861 | ) |
�
F - 10
�
�
KAMADA LTD.
�
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
�
|
Note 4:-
|
Operating Segments (Cont.)
|
| � | � |
Proprietary Products
|
� | � |
Distribution
|
� | � |
Total
|
� | |||
| � | � |
Unaudited
|
� | |||||||||
|
Three months period ended September 30, 2013
|
� | � | � | � | � | � | � | � | � | |||
| � | � | � | � | � | � | � | � | � | � | |||
|
Revenues
|
� | $ | 12,066 | � | � | $ | 5,414 | � | � | $ | 17,480 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | $ | 5,232 | � | � | $ | 693 | � | � | � | 5,925 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Unallocated corporate expenses
|
� | � | � | � | � | � | � | � | � | � | (4,967 | ) |
|
Finance expenses, net
|
� | � | � | � | � | � | � | � | � | � | (942 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Income before taxes on income
|
� | � | � | � | � | � | � | � | � | $ | 16 | � |
| � | � |
Proprietary Products
|
� | � |
Distribution
|
� | � |
Total
|
� | |||
| � | � |
In thousands
|
� | |||||||||
| � | � |
Audited
|
� | |||||||||
| � | � | � | � | � | � | � | � | � | � | |||
|
Year Ended December 31, 2013
|
� | � | � | � | � | � | � | � | � | |||
| � | � | � | � | � | � | � | � | � | � | |||
|
Revenues
|
� | $ | 50,658 | � | � | $ | 19,965 | � | � | $ | 70,623 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Gross profit
|
� | $ | 23,554 | � | � | $ | 2,853 | � | � | $ | 26,407 | � |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
Unallocated corporate expenses
|
� | � | � | � | � | � | � | � | � | � | (22,707 | ) |
|
Finance expenses, net
|
� | � | � | � | � | � | � | � | � | � | (3,233 | ) |
| � | � | � | � | � | � | � | � | � | � | � | � | � |
|
�Income before taxes on income
|
� | � | � | � | � | � | � | � | � | $ | 467 | � |
|
Note��5:-
|
Financial Instruments
|
| � |
a.
|
Classification of financial instruments by fair value hierarchy
|
Financial assets measured at fair value
| � | � |
Level 1
|
� | � |
Level 2
|
� | ||
| � | � |
In thousands
|
� | |||||
|
September 30, 2014
|
� | � | � | � | � | � | ||
|
Derivatives instruments qualified for hedging
|
� | $ | - | � | � | $ | 44 | � |
|
Marketable securities at fair value through profit or loss:
|
� | � | � | � | � | � | � | � |
|
��� Equity shares
|
� | � | 850 | � | � | � | - | � |
|
��� Mutual funds
|
� | � | 2,228 | � | � | � | - | � |
|
��� Exchange traded notes
|
� | � | 76 | � | � | � | - | � |
|
����Debt securities (corporate and government)
|
� | � | 10,265 | � | � | � | - | � |
| � | � | � | � | � | � | � | � | � |
|
Available for sale debt securities (corporate and government)
|
� | $ | - | � | � | $ | 28,789 | � |
| � | � | � | � | � | � | � | � | � |
| � | � | $ | 13,418 | � | � | $ | 28,833 | � |
�
�
�
F - 11
�
�
KAMADA LTD.
�
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
�
Note�5:-����Financial Instruments�(Cont.)
�
| � | � |
Level 1
|
� | � |
Level 2
|
� | ||
| � | � |
In thousands
|
� | |||||
|
September 30, 2013
|
� | � | � | � | � | � | ||
|
Derivatives instruments qualified for hedging
|
� |
$
|
-
|
� | � |
$
|
259
|
� |
|
Marketable Securities (Mutual funds) at fair value through profit or loss
|
� |
$
|
1,857
|
� | � | � |
-
|
� |
| � | � |
$
|
1,857
|
� | � |
$
|
259
|
� |
| � | � | � | � | � | � | � | � | � |
|
December 31, 2013
|
� | � | � | � | � | � | � | � |
|
Derivatives instruments qualified for hedging
|
� |
$
|
-
|
� | � |
$
|
208
|
� |
|
Marketable securities at fair value through profit or loss:
|
� | � | � | � | � | � | � | � |
|
�� Equity shares
|
� | � |
237
|
� | � | � |
-
|
� |
|
�� Mutual funds
|
� | � |
469
|
� | � | � |
-
|
� |
|
�� Exchange traded notes
|
� | � |
308
|
� | � | � |
-
|
� |
|
�� Debt securities (corporate and government)
|
� | � |
4,678
|
� | � | � |
-
|
� |
| � | � | � |
5,692
|
� | � | � |
208
|
� |
| � | � | � | � | � | � | � | � | � |
|
Available for sale debt securities (corporate and government)
|
� |
$
|
-
|
� | � |
$
|
9,375
|
� |
| � | � | � | � | � | � | � | � | � |
| � | � |
$
|
5,692
|
� | � |
$
|
9,583
|
� |
�
Liabilities for which fair values are disclosed
| � | � |
Level 1
|
� | |
| � | � |
In thousands
|
� | |
|
September 30, 2014
|
� | � | � | |
|
�� Convertible debentures
|
� | $ | 16,863 | � |
| � | � | � | � | � |
|
September 30, 2013
|
� | � | � | � |
|
�� Convertible debentures
|
� | $ | 41,335 | � |
| � | � | � | � | � |
|
December 31, 2013
|
� | � | � | � |
|
�� Convertible debentures
|
� | $ | 24,690 | � |
| � |
b.�
|
During the nine months ended on September 30, 2014 there was no transfer due to the fair value measurement of any financial instrument from Level 1 to Level 2, and furthermore, there were no transfers to or from Level 3 due to the fair value measurement of any financial instrument.
|
�
F - 12
�
�
KAMADA LTD.
�
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
�
Note 6:-���Significant events during the period
�
| � |
a.
|
The Company has undertaken certain activities to increase the production capacity of its manufacturing facility in Beit Kama. A request for approval of these adjustments from the FDA was filed. In March 2013 the FDA responded to this request by requesting additional data prior to its approval of the new manufacturing process. The Company received the approval by the FDA on July 23, 2014 .During the second quarter of 2014 an inventory in the amount of $3.0 million, produced using the improved manufacturing process, was written off due to a short shelf life of the inventory and reevaluation by the Company of the fair value of such inventory.
|
�
| � |
b.
|
On January 28, 2014, General Meeting of Shareholders of the Company approved the grant of 180,000 options to the Companys directors and the grant of 150,000 options for the Companys chief executive officer exercisable into 330,000 ordinary shares at an exercise price of NIS�56.94. The fair value of the options was estimated at $1.8 million. The Shareholders also approved an increase in CEO monthly fixed salary to NIS 93,000.
|
�
| � |
c.
|
On January 29, 2014 the company incorporated a subsidiary registered under the laws of England and Wales named "Kamada Biopharma Limited".
|
�
| � |
d.
|
In September 2014, the Company and Baxter amended the distribution agreement (see note 19(a) in the annual report) to extend the period of minimum purchases of Glassia to seven years until 2017 and to increase the minimum purchases under the distribution agreement to $191 million from $110 million over the first five years commencing with the signing of the distribution agreement and a minimum of $165 million contained in the May 2013 extension. In addition, the Company reports that the supply of Glassia to Baxter has been extended through 2017 and that the transition to royalty payments for Glassia produced by Baxter is not expected to begin before 2018.
|
�
| � |
e.
|
In September 2014, the company reported final results from Phase 2/3 clinical trial of inhaled alpha-1 antitrypsin to treat alpha-1 antitrypsin deficiency which confirmed the study did not meet its primary or secondary endpoints, but did show positive lung function differences.
|
�
F - 13
EXHIBIT 99.3�
�
Disclosure for debenture holders as of September 30, 2014
�
|
�
|
1.
|
Summary of Financial Undertakings (according to repayment dates) as of September��30, 2014
|
Israeli Securities Law Regulations (Periodic and Immediate Reports) 38e
|
a.
|
Convertible debentures issued to the public by the Company and held by the public.
|
| � |
�
Principal payments
|
Gross interest payments
�(without deduction of tax)
|
�
Total
|
| � |
ILS
|
||
| � | � | ||
|
First year
|
30,247,270
|
2,418,138
|
32,665,408
|
|
Second year
|
30,247,269
|
�� 482,567
|
30,729,836
|
|
Total
|
60,494,539
|
2,900,705
|
63,395,244
|
|
b.
|
Bank guarantees as of September 30, 2014, totaling US $238 thousand
|
�
�
�
�
|
�
|
2.
|
Details with Regard to Company Debentures
|
Israeli Securities Law Regulations (Periodic and Immediate Reports) 10(b)13 and 48c(12)
�
|
Issue Date
|
Par value at issuance (US Dollar)
|
Accumulated interest
�(US Dollar)
|
Book value (US Dollar) as of��
September 30, 2014
|
Market Value (US Dollar) as of��
��September��30, 2014
|
Interest payment dates
|
Principal payment schedule
|
Type of interest
|
Converted to another security
|
|
10/18/2009
|
27,063,599
|
�
87,306
�
|
�
15,896,714
�
|
16,863,058
|
Quarterly payments�on���the outstanding debt, on December 1st, 2009 and on��March 1st, June 1st, September 1st��and��December 1st��of each of the years 2010 to 2015.
|
Two equal installments: of 40% each on December 1, 2014 and December 1, 2015.
|
Bears annual interest at a variable rate, plus annual margin of 6.1% above the annual interest rate for Israeli Government Debentures (Series 817) for each interest period.
|
Yes
|
�
�
�
�
�
|
�
|
3.
|
Details with Regard to the Trustee
|
�
MISHMERET TRUST COMPANY LTD, No. Corporate 51-377133-7, Address: 46-48 Menachem Begin, Tel Aviv, Israel
Contact information: Rami Sebty, Vice President, Telephone No.: 972-3-6374355, Fax No.: 972-3-6374344, e-mail [email protected]
�
|
�
|
4.
|
Conversion of convertible debentures
|
|
Major Conversion Details
|
Conversion ratio
|
Security Details
|
|
Debentures may be converted each trading day from registration of the Debentures until November 15th, 2015 except during November 16th to December 1st of each of the years 2013 and 2014.
|
From December 2nd, 2012 to November 15th, 2015, each NIS 37.12 par value debentures (Series C) may be convertible into one ordinary share of NIS 1 par value of the company.
|
Ordinary shares of NIS 1 par value
|
�
|
�
|
5.
|
At the end of the reporting period and during such reporting period the Company has complied with all the conditions and obligations under the trust deed.
|
�
�
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