ANNUAL REPORT 2012 - TiGenix

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TiGenix receives net interest on the sums it has outstanding on its bank deposits, therefore there is a decrease in interests in 2012 related to the decrease in the outstanding bank balances. The interest on borrowings consists of the interests on the credit facilities received from ING and BNPParibas Fortis. Furthermore, the interest expenses also comprise the interest on the subordinated loan from IWT. The decrease in interest expenses relates to the reimbursement of the interest-bearing loans. The net foreign exchange gains and losses mainly relate to transactions with TiGenix Inc. and to transactions in the United Kingdom. The decrease in foreign exchange differences in 2012 is completely related to the strength of the EUR versus the USD. (6) Discontinued operations In 2011, the Group announced a plan to dispose of TiGenix Ltd, a 100 % subsidiary of the Group. As a result of this decision, TiGenix Ltd was classified as a disposal group held for sale at December 31, 2011 (see note 8). This decision was made in the context of the strategy of the Company to focus its activities on cell therapy products. After this decision, the intellectual property relating to TiGenix Ltd was fully impaired, based on the expected future cash flows to be obtained from a hypothetical sale of TiGenix Ltd after the classification as held for sale. As a result of this classification, all assets and liabilities of the company were measured at the lower of carrying amount and fair value less costs to sell. Based on this exercise, impairment losses were recognized on intangible assets. The loans are further commented in section 11.5.3.3 and in note 19 to these consolidated financial statements. (5) Income tax expense There is no current tax accounted for in any of the periods presented. The income tax expense consists solely of deferred tax items which compensate each other completely. The deferred taxes are further detailed in note 20. At the end of 2012, the Company announced the definitive closure of its biomaterials unit, TiGenix Ltd., to allow the Company to fully focus on further progressing in the commercial roll-out of ChondroCelect, and its cell therapy product development pipeline. As such, all operating activities were stopped by the end of 2012. 130 TiGenix I annual report 2012
Analysis of profit/(loss) for the period from discontinued operation Years ended December 31 Thousands of Euro (€) 2012 2011 2010 Revenue 109 107 0 Expenses -2,058 -19,860 0 Operating expenses -1,683 -2,811 0 Impairment losses -369 -17,028 0 Other expenses -5 -21 0 Profit/(Loss) before taxes -1,949 -19,753 0 Attributable income tax expense 0 3,519 0 Total -1,949 -16,234 0 In 2010, TiGenix Ltd contributed to the consolidated profit/(loss) with an amount of KEUR -1,759. In 2011, the profit/(loss) included the impairment of all TiGenix Ltd intellectual property while the profit/ (loss) for the period 2012 from discontinued operations comprises expenses related to the 2012 operations, the impairment loss on the the non-current assets, the inventories of TiGenix Ltd and accrual of closing expenses. Cash flows from discontinued operations Years ended December 31 Thousands of Euro (€) 2012 2011 2010 Cash flows from operating activities -394 -781 0 Cash flows from investing activities 3 -1 0 Cash flows from financing activities 0 0 0 Net cash flows from discontinued operations -391 -782 0 (7) Loss per share The calculation of the basic net loss per share is based on the loss attributable to the holders of ordinary shares and the weighted average number of ordinary shares outstanding during the period. The Group offers its employees share-based compensation benefits (see note 24), which may have a dilutive effect on the basic loss per share. For the purpose of calculating diluted loss per share, the number of ordinary shares shall be the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued in case of conversion into ordinary shares of all instruments that can be converted into ordinary shares. However, due to the losses incurred by the Group, these instruments have an anti-dilutive effect on the loss per share. Instruments that can be converted into ordinary shares shall only be treated as dilutive when their conversion into ordinary shares would decrease earnings per share or increase loss per share from continuing operations. As there was a loss in 2012, 2011 and 2010, the dilutive loss is the same as the basic loss per share. 131
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Therapeutics (product Hyalograft C)
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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
Page 79 and 80: Invalidation of US patent US6777231
Page 81 and 82: 7. Corporate Governance 7.1. GENERA
Page 83 and 84: 7.2.3. Independent directors As to
Page 85 and 86: 7.2.4. Composition of the Board of
Page 87 and 88: of Ravago NV, Vanbreda Risk & Benef
Page 89 and 90: Litigation statement concerning the
Page 91 and 92: As proof of the independence and an
Page 93 and 94: for their healthcare and biotechnol
Page 95 and 96: 7.5. SCIENTIFIC ADVISORY BOARD AND
Page 97 and 98: As of the date of publication of th
Page 99 and 100: (rounded down to the nearest intege
Page 101 and 102: usiness at customary market conditi
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
Page 107 and 108: 11. Consolidated Financial Statemen
Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
Page 113 and 114: 11.5.2.2. Basis of consolidation Th
Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
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Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
Page 127 and 128: Sales and marketing expenses Years
Page 129: The number of employees in the R&D
Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
Page 137 and 138: The decrease of stock in 2012 compa
Page 139 and 140: dividends will be based upon the Co
Page 141 and 142: alance. As a consequence, the Compa
Page 143 and 144: (23) Other current liabilities The
Page 145 and 146: TiGenix SAU - Stock options Prior t
Page 147 and 148: (25) Business combination Descripti
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Page 151 and 152: (28) Commitments and contingencies
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Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
Page 165 and 166: 13. Annual Report of the Board of D
Page 167 and 168: 2013. The facility will provide the
Page 169 and 170: year ended December 31, 2011, and T
Page 171 and 172: Operating result (EBIT) and net res
Page 173 and 174: Statement of financial position The
Page 175 and 176: - The total personnel costs of EUR
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Functioning of the Board of Directo
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The nomination and remuneration com
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Apart from the above remuneration f
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Shares and warrants held by indepen
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- Long-term incentive plan : warran
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Shares and warrants held by executi
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- identifying and implementing busi
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actual bonus equal to 78 % of her p
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was reduced to a half-time role com
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14. Business and Financial Update a
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Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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