ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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Net cash provided by/(used in)operating activities (16,964) (13,252) (14,601)CASH FLOWS FROM INVESTING ACTIVITIESInterest received 174 656 1,490Purchase of tangible assets (1,925) (428) (1,446)Purchase of intangible assets (32) (19) (247)Acquisition of subsidiaries, net of cash acquired 0 0 0Net cash provided by/(used in) investing activities (1,783) (2009) (203)CASH FLOWS FROM FINANCING ACTIVITIESPayments cash deposits (123) (96) 11Payments investments associates (153) 0 0Payments on financial loan (80) (80) (80)Payments on leases (28) (28) (24)Payments on subordinated loan (130) 0 0Proceeds of financial loan 0 0 0Proceeds from long-term leases 0 0 82Proceeds from issuance of Shares 37 12,723 999Net cash provided by/(used in) financing activities (476) 12,519 989Net increase/(decrease) in cash & cash equivalents (19,223) (524) (13,815)Cash & cash equivalents at beginning of year 24,745 25,162 39,101Effect on exchange rate changes 34 107 (124)Cash & cash equivalents at end of period 5,555 24,745 25,162157 •
7.4.1 Cash flows from operating activitiesThe level of net cash used in operating activities over thereviewed period generally reflects the increase in personnelcosts (the FTE’s increased from 44 beginning of 2007 to 74 endof 2010) and the increased operating costs as explained above.In 2010, net cash used in operating activities increased to€16,964k (from €13,252k in 2009) primarily due to an increasein the operating loss to €16,663k, and taking into accountthe adjustments of €302k as detailed in the table above. Themost important adjustments consisted of (i) the depreciationof €2,211k which has increased due to the depreciation ofthe capitalised development costs and the amortisation ofintangible assets following the acquisition of Orthomimeticsand, (ii) the capitalized development costs of €1,621k, and(iii) the changes in working capital. The increase of cash usedin the working capital is mainly due to an increase of tradereceivables, an increase of the accrued grant income (for theOA and meniscus development) and a decrease in other debtsrelating to remuneration and social security contributions.In 2009, the net cash used in operating activities of €13,252kwas due to the operating loss of €14,398k that was partlycompensated by several adjustments totalling €1,146k asreferred to in the table above. The most important adjustmentswere the depreciation of €909k as a result of the continuousinvestments in tangible and intangible assets, share-basedcompensation of €1,140k as a result of the granting of warrantsand capitalized development costs of €781k.In 2008, the net cash used in operating activities of €14,601kwas due to the operating loss of €16,505k that was partlycompensated by several adjustments totalling €1,904k asreferred to in the table above. The most important adjustmentswere the depreciation of €697k, the share-based compensationof €931k as a result of the granting of warrants to all personnelof the Company and the increase in receivables of €(300)k andin other current liabilities of 507k.7.4.2 Cash flows from investing activitiesNet cash used in investing activities over the reviewed periodwas mainly related to net investments in tangible assets andthe acquisition of subsidiaries. The cash used in the purchase oftangible assets, includes:• the leasehold improvements of the building located inRomeinse straat 12, box 2, 3001 Leuven, Belgium;• the instalment and refurbishment of the cell expansionfacility in the Netherlands (in Sittard-Geleen), The netcash used in the acquisition of subsidiaries relates to theacquisition of Orthomimetics at the end of November 2009.In 2010, net cash used in investing activities amounted to€2,863k compared to net cash used in investing activities of€12,387k in2009. The decrease is primarily due to the acquisitionof Orthomimetics Ltd (today TiGenix Ltd) at the end of 2009.In 2009, the net cash used in investing activities increased to€12,387k from €203k in 2008, primarily due to the acquisition ofOrthomimetics Ltd of €12,595k at the end of November 2009.In 2008 the net purchase of tangible assets of €1,446k wasmainly for the improvements of the new R&D labs and officesin the newly leased building located at the Romeinse straat 12,box 2, 3001 Leuven. The net purchase of intangible assets of€247k was partially offset by the interest received.7.4.3 Cash flows from financing activitiesNet cash provided by financing activities over the reviewedperiod was mainly due to the issuance of new Shares, resultingfrom several capital increases and exercises of warrants (seesection 8.1.5.15 for more details). The Company has limitedfinancial debt financing.In 2010, the net cash provided by financing activities amountedto €604k and consist of the exercise of 2,500 warrants on4 March 2010 and the capital increase in kind on 9 November2010 with respect to the deferred payment of a part ofthe Orthomimetics shares, in exchange for 2,500 and252,486 TiGenix shares, which led to an increase in capital of€9k and €1,081k, including issuance premiums. and the firstrepayment of the subordinated loan with IWT.In 2009 the net cash provided by financing activities of €25,114kmainly consisted of two private placements on June 26 andDecember 15, 2009 of 1,080,000 and 2,204,300 new TiGenixshares which led to an increase in capital of €5,400k and€7,715k, including issuance premiums, and of the acquisitionof Orthomimetics Ltd on November 30, 2009 which led to anincrease in capital of €12,885k, including issuance premiums.In 2008, the net cash provided by financing activities of€989k mainly consisted of the net proceeds of the exercise ofwarrants.158 • TiGenix • Rights Offering
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TiGenix NV(Public limited liability
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Table of ContentsSummary ..........
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3.7.1 Categories of potential inves
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5.7.1 Shares and warrants held by i
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7.5.2 Taxation.....................
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SummaryThe words written in capital
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Activities and strategy of the Comp
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• Two allogeneic adult stem cell
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• TiGenix’ success depends on i
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Unaudited pro forma income statemen
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Recent developmentsAcquisition of C
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In this context, we would like to s
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Announcement of the results of theO
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After the Contribution andafter the
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ContributionContribution AgreementC
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Risk factorsAny investment in the P
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commercialisation of ChondroCelect,
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in delays in bringing products to t
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The Company cannot predict what eff
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y each of its patents and patent ap
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to exercise preferential subscripti
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this prospectus which is capable of
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• investment professionals fallin
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1. General information and informat
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1.4.2 Company documents and otherin
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• the granting of discharge of li
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• in case of registered Shares, t
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cast at the meeting. If the amount
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No one may cast a greater number of
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If a Belgian resident individual ne
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Belgium has concluded tax treaties
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3. Information on the Contributiona
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In this context, we would like to s
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TiGenix has a limited financial deb
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Thousands of Euro (€) TiGenix Cel
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3.5.2 Issuance Price and RatioThe i
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(c)Rules for subscriptionSubject to
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The Scrips Private Placement will o
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to comply with any of its obligatio
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3.11.2 Scenario 1: Existing Shareho
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• a pledge of Locked Shares to a
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4. General information about THECOM
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DateINCORPORATIONFebruary 21,2000Tr
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Upon completion of the IPO of TiGen
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Issue dateMay 14,2004April 20,2005T
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4.7.2 Voting rightsAs further descr
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can be obtained free of charge at t
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5.2.4 Composition of the Board of D
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Amonis. Mr. Duron has been CEO of K
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5.3.4 Nomination and remunerationco
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• investor relations: nurturing c
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The remuneration of the members of
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5.7.2 Shares and warrants held by e
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Cellerix EBIP 2010An EBIP for senio
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The minutes must also contain a jus
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6. Activities of Tigenix andits sub
Page 117 and 118: • Clinical stage pipeline. TiGeni
Page 119 and 120: 6.3.3 Acquisition of CellerixAs a r
Page 121 and 122: Full thickness articular cartilage
Page 123 and 124: Fig. 6.2: Autologous Chondrocyte Im
Page 125 and 126: Preclinical work in a meniscus repa
Page 127 and 128: The Company is also ensuring high q
Page 129 and 130: Recognising the importance of pre-l
Page 131 and 132: In Spain, since the passage of Orde
Page 133 and 134: Fig. 6.6: ChondroMimetic procedure
Page 135 and 136: 6.5.3 Commercial strategyBuilding o
Page 137 and 138: 6.7 Manufacturing & logisticsEffici
Page 139 and 140: The international application WO06/
Page 141 and 142: ChondroMimetic competitionThe main
Page 143 and 144: in Cellerix’ GMP facility in Madr
Page 145 and 146: 6.14.3 History and development of C
Page 147 and 148: The table below gives an overview o
Page 149 and 150: Prevalence No. of cases (2010) Esti
Page 151 and 152: Fig. 6.9: Platform development stra
Page 153 and 154: In developing Cx601, Cellerix has b
Page 155 and 156: 6.14.6 Manufacturing & logisticsCel
Page 157 and 158: population, methods for the isolati
Page 159 and 160: • Cimzia (certolizumab) - UCB: Al
Page 161 and 162: Spanish Ministry of Education and S
Page 163 and 164: 7.2 Consolidated income statementTw
Page 165 and 166: 7.3.1.2 Research and development ex
Page 167: 7.3.2.3 Selling, general and admini
Page 171 and 172: Cash & cash equivalents and intangi
Page 173 and 174: As of December 31, 2010, the Group
Page 175 and 176: 8. Consolidated Financial informati
Page 177 and 178: 8.1.3 Consolidated cash flow statem
Page 179 and 180: 8.1.5 Notes to consolidated financi
Page 181 and 182: operating results and operating pla
Page 183 and 184: The Group does not account for work
Page 186 and 187: 8.1.5.4 Operating result (EBIT)Resu
Page 188 and 189: 8.1.5.7 TaxesThere is no current ta
Page 190 and 191: 8.1.5.10 Tangible assetsThousands o
Page 192 and 193: 8.1.5.14 Deferred charges & accrued
Page 194 and 195: 8.1.5.18 Finance lease obligations
Page 196 and 197: Business combination Cellerix SADes
Page 198 and 199: Weighted averageexercise priceTOTAL
Page 200 and 201: the respective issue date of the wa
Page 202 and 203: Transactions with non-executive dir
Page 204 and 205: 8.1.5.28 Subsequent eventsAcquisiti
Page 206 and 207: 8.1.5.31 Disclosure under Article 1
Page 208 and 209: Additional statementsThe preparatio
Page 210 and 211: 9.1.2 Stand-alone balance sheetYear
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future against which they may be ap
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Cellerix’ research and developmen
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YearThousandsof Euro2010 2009 2008E
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Thousands of Euro (€)Laboratoryeq
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Current financial assetsShown below
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At December 31, Cellerix’ share c
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9.1.5.17 Deferred revenueThe balanc
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9.1.5.21 Share-based paymentsThe EB
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GrantsCellerix received several gra
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10. Report regarding unaudited prof
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EMAFDAFibrous tissueGCPGMPGrowth fa
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Appendix 1: Press releases 2006-201
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Appendix 2: REGULATORY APPROVALPROC
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like ChondroCelect or the future ce
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TitleCountry/regionPatent/applicati
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TitleCountry/regionPatent/applicati
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Title“Cell populations having imu
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D. Trademarks of CellerixThe table
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Decision resources.Dell’Accio, F.
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Noyes, F. R., Barber-Westin, S. D.,
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Appendix 5: 2008, 2009 and2010 mana
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Contents1. The year in brief ......
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2. Financial informationa. The Inco
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The Directors shall call a Sharehol
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• Exercise price changed to 5.291
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10 • TiGenix • Rights Offering
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Exceptionally, for the following re
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(d)(e)Duration: The Options Plan wi
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eceipt sent to the number or addres
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THE COMPANYTiGenix NVRomeinse straa
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ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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