ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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7.5 Consolidated statement of financial positionThousands of Euro (€)ASSETSTwelve months ending31/12/10 31/12/09 31/12/08Intangible assets 20,683 20,562 441Tangible assets 4,738 2,856 2,484Available-for-sale investments 153 0 0Other non current assets 254 130 34Non-current assets 25,828 23,548 2,959Inventories 244 156 158Receivables 1,812 1,315 792Cash & cash equivalents 5,555 24,745 25,162Deferred charges & accrued income 907 282 335Current assets 8,518 26,497 26,447TOTAL ASSETS 34,346 50,045 29,406Thousands of Euro (€)EQUITY AND LIABILITIESTwelve months ending31/12/10 31/12/09 31/12/08Share capital 25,197 24,956 19,484Share premium 73,357 72,480 52,633Shares to be issued 2,296 3,377 0Accumulated profit/(loss) (63,144) (49,045) (33,881)Result of the period (15,716) (14,098) (15,165)Share-based compensation 4,185 3,509 2,369Translation reserves (355) 21 (86)Equity attributable to equity holders 25,820 41,199 25,355Total equity 25,820 41,199 25,355Subordinated loan 130 260 391Financial loan 440 520 600Finance lease obligations 0 12 40Deferred tax liabilities 3,519 3,886 0Non-current liabilities 4,089 4,679 1,031Current portion of lease debt 12 28 28Current portion of financial loan 80 80 80Current portion of subordinated loan 130 130 0Trade payables 2,557 2,045 1,498Other current liabilities 1,657 1,884 1,414Current liabilities 4,437 4,167 3,020TOTAL EQUITY AND LIABILITIES 34,346 50,045 29,406159 •
Cash & cash equivalents and intangible assets, since theacquisition of Orthomimetics Ltd and the capitalization of thedevelopment costs for ChondroCelect and ChondroMimetic,are the main assets of the Company, as expressed in thebalance sheet. At December 31, 2010, the intangible assetsof the Company amounted to €20,683k and the cash & cashequivalents to €5,555. Besides the intangible assets and thecash position, the tangible assets (mainly consisting of theinstalment and refurbishment of the manufacturing facility inthe Netherlands and the improvements of the leased buildingin the Romeinse straat 12, box 2, 3001 Leuven, Belgium) werethe other main assets of the Company.7.5.1 Off-balance sheet commitmentsThe Company has off-balance sheet commitments relatingto the renting of its facilities, vehicles and equipment. AtDecember 31, 2010, these commitments amounted to€,5,434k, of which €4,818k for outstanding commitments forfuture minimum rent payments and €616k for contingentcommitments. (see also section 8.1.5.18).There are no other off-balance sheet commitments.7.5.2 TaxationSince its incorporation, TiGenix has not generated profits andhas not paid corporate taxes. Its accumulated losses amountto €78,860k at December 31, 2010. These losses can be offsetagainst future profits if and when they are made. However,no deferred tax assets were recorded so far due to the lack ofguarantees that the Company will generate profits in the nearfuture which could be offset against current losses.7.6 Capital expenditures7.6.1 Investments in tangible assetsThe Company is leasing all of its premises. The investments intangible assets mainly consist of laboratory and IT equipmentand leasehold improvements.In 2010, capital expenditures amounted to €2,969k andconsisted mainly of the instalment and refurbishment of themanufacturing facility at Sittard-Geleen.The investments in tangible assets of €618k in the full year2009 were mainly related to costs made to prepare theexpansion of the manufacturing capacity in Belgium andthe Netherlands in anticipation of the commercial sales ofChondroCelect and ChondroMimetic in 2010 and beyond.In 2008, the investments of €1,536k were mainly related to theimprovements in the R&D labs and offices in the newly leasedbuilding located in Belgium.7.6.2 Investments in intangible assetsThe Company capitalises the internal development costs ofChondroCelect as from July 2009 and of ChondroMimetic asfrom January 2010 according IAS 38 Intangible assets. In 2010,€1,621k internal development costs have been capitalised,€781k has been capitalised in the year 2009.The Company recorded an intangible asset of €19,700k in 2009,being the costs of the acquisition of Orthomimetics Ltd usingthe fair value purchase method of accounting.The intangibles also include software rights purchased andsoftware development costs, mainly the development costsof an integrated ERP system. The investments in softwareamounted to €66k in 2010, €19k in 2009 and €247k in 2008.7.7 Cash and funding sourcesSince its incorporation, the Company has primarily obtainedfunding through private and public placements of itsShares and via government grants. The issuance of Shareshas generated total proceeds of €98,554k, net of issuancecosts. Until December 31, 2010, the Company had received€5.0 million in grants.As of December 31, 2010, the Company had non-currentliabilities of €4,089k mainly consisting of a deferred tax liabilityof €3,519 following the acquisition of Orthomimetics Ltd, asubordinated IWT loan of €130k and a financial loan of €440k.The Company had no ongoing commercial commitments, suchas lines of credit or guarantees which would affect its liquidityover the next five years, other than rent payments related to itsleased facilities, vehicles and equipment.7.8 Long-term contractualobligationsThe Company entered into a subordinated loan with IWT thatwill end on October 31, 2012 and into two €400,000 roll-overcredit facility agreements with each of ING België NV and FortisBank NV where each quarter €20k is paid back.160 • 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
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• 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 and 168: 7.3.2.3 Selling, general and admini
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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
Page 212 and 213: 9.1.4 Stand-alone statement of chan
Page 214 and 215: ) Standards and interpretations iss
Page 216 and 217: The clinical development of new dru
Page 218 and 219: 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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