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Hutchison China MediTech Limited
Condensed Consolidated Balance Sheets
(in US$'000, except share data)
| Note | September 30, 2019 | December 31, 2018 | |||||
| (Unaudited) | |||||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 3 | 97,082 | 86,036 | ||||
| Short-term investments | 4 | 104,493 | 214,915 | ||||
| Accounts receivable third parties | 5 | 40,332 | 40,176 | ||||
| Inventories | 6 | 15,653 | 12,309 | ||||
| Other current assets | 19,521 | 17,105 | |||||
| Total current assets | 277,081 | 370,541 | |||||
| Property, plant and equipment | 18,528 | 16,616 | |||||
| Right-of-use assets | 7 | 6,566 | |||||
| Investments in equity investees | 8 | 145,337 | 138,318 | ||||
| Other assets | 6,580 | 6,643 | |||||
| Total assets | 454,092 | 532,118 | |||||
| Liabilities and shareholders' equity | |||||||
| Current liabilities | |||||||
| Accounts payable | 9 | 23,029 | 25,625 | ||||
| Other payables, accruals and advance receipts | 10 | 74,753 | 56,327 | ||||
| Lease liabilities | 7 | 3,497 | |||||
| Other current liabilities | 4,066 | 3,527 | |||||
| Total current liabilities | 105,345 | 85,479 | |||||
| Lease liabilities | 7 | 3,500 | |||||
| Long-term bank borrowings | 11 | 26,739 | |||||
| Other liabilities | 7,460 | 7,645 | |||||
| Total liabilities | 116,305 | 119,863 | |||||
| Commitments and contingencies | 12 | ||||||
| Company's shareholders' equity | |||||||
| Ordinary shares; $0.10 par value; 1,500,000,000 shares authorized; 666,786,450 and 666,577,450 shares issued at September 30, 2019 and December 31, 2018 respectively | 13 | 66,679 | 66,658 | ||||
| Additional paid-in capital | 512,585 | 505,585 | |||||
| Accumulated losses | (260,172 | ) | (183,004 | ) | |||
| Accumulated other comprehensive loss | (5,575 | ) | (243 | ) | |||
| Total Company's shareholders' equity | 313,517 | 388,996 | |||||
| Non-controlling interests | 24,270 | 23,259 | |||||
| Total shareholders' equity | 337,787 | 412,255 | |||||
| Total liabilities and shareholders' equity | 454,092 | 532,118 |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Hutchison China MediTech Limited
Condensed Consolidated Statements of Operations
(Unaudited, in US$'000, except share and per share data)
| Nine Months Ended September 30, | |||||||
| Note | 2019 | 2018 | |||||
| Revenues | |||||||
| Goods third parties | 130,225 | 114,623 | |||||
| related parties | 17(i) | 5,334 | 5,243 | ||||
| Services commercialization third parties | 2,584 | 8,246 | |||||
| collaboration research and development third parties | 10,468 | 25,581 | |||||
| research and development related parties | 17(i) | 373 | 7,308 | ||||
| Other collaboration revenue royalties third parties | 2,562 | ||||||
| Total revenues | 15 | 151,546 | 161,001 | ||||
| Operating expenses | |||||||
| Costs of goods third parties | (111,165 | ) | (95,128 | ) | |||
| Costs of goods related parties | (3,718 | ) | (3,685 | ) | |||
| Costs of services commercialization third parties | (1,929 | ) | (6,303 | ) | |||
| Research and development expenses | 16 | (100,735 | ) | (88,732 | ) | ||
| Selling expenses | (11,660 | ) | (13,657 | ) | |||
| Administrative expenses | (30,291 | ) | (21,967 | ) | |||
| Total operating expenses | (259,498 | ) | (229,472 | ) | |||
| Loss from operations | (107,952 | ) | (68,471 | ) | |||
| Other income, net of other expenses | 5,312 | 4,878 | |||||
| Loss before income taxes and equity in earnings of equity investees | (102,640 | ) | (63,593 | ) | |||
| Income tax expense | 18 | (2,559 | ) | (2,995 | ) | ||
| Equity in earnings of equity investees, net of tax | 8 | 30,508 | 11,050 | ||||
| Net loss | (74,691 | ) | (55,538 | ) | |||
| Less: Net income attributable to non-controlling interests | (1,771 | ) | (2,731 | ) | |||
| Net loss attributable to the Company | (76,462 | ) | (58,269 | ) | |||
| Losses per share attributable to the Company basic and diluted (US$ per share) | 19 | (0.11 | ) | (0.09 | ) | ||
| Number of shares used in per share calculation basic and diluted | 19 | 665,612,400 | 664,003,277 |
losses per share attributable to the Company basic and diluted presented were adjusted retroactively for the nine months ended September 30, 2018 to take into
account the share split approved by ordinary resolution at the Extraordinary General Meeting of the Company held on May 29, 2019, pursuant to which each ordinary share was subdivided into 10
ordinary shares with effect from May 30, 2019.
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Hutchison China MediTech Limited
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in US$'000)
| Nine Months Ended September 30, | |||||
| 2019 | 2018 | ||||
| Net loss | (74,691 | ) | (55,538 | ) | |
| Other comprehensive loss | |||||
| Foreign currency translation loss | (6,093 | ) | (7,004 | ) | |
| Total comprehensive loss | (80,784 | ) | (62,542 | ) | |
| Less: Comprehensive income attributable to non-controlling interests | (1,010 | ) | (1,777 | ) | |
| Total comprehensive loss attributable to the Company | (81,794 | ) | (64,319 | ) |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Hutchison China MediTech Limited
Condensed Consolidated Statements of Changes in Shareholders' Equity
(Unaudited, in US$'000, except share data in '000)
| Ordinary Shares Number | Ordinary Shares Value | Additional Paid-in Capital | Accumulated Losses | Accumulated Other Comprehensive Income/(Loss) | Total Company's Shareholders' Equity | Non- controlling Interests | Total Shareholders' Equity | ||||||||||
| As at January 1, 2018 | 664,470 | 66,447 | 496,960 | (108,184 | ) | 5,430 | 460,653 | 23,230 | 483,883 | ||||||||
| Net (loss)/income | (58,269 | ) | (58,269 | ) | 2,731 | (55,538 | ) | ||||||||||
| Issuances in relation to share option exercises | 886 | 89 | 655 | 744 | 744 | ||||||||||||
| Share-based compensation | |||||||||||||||||
| Share options | 5,117 | 5,117 | 12 | 5,129 | |||||||||||||
| Long-term incentive plan ("LTIP") | 2,932 | 2,932 | 8 | 2,940 | |||||||||||||
| 8,049 | 8,049 | 20 | 8,069 | ||||||||||||||
| LTIP treasury shares acquired and held by Trustee | (5,451 | ) | (5,451 | ) | (5,451 | ) | |||||||||||
| Transfer between reserves | 15 | (15 | ) | ||||||||||||||
| Foreign currency translation adjustments | (6,050 | ) | (6,050 | ) | (954 | ) | (7,004 | ) | |||||||||
| As at September 30, 2018 | 665,356 | 66,536 | 500,228 | (166,468 | ) | (620 | ) | 399,676 | 25,027 | 424,703 | |||||||
| As at December 31, 2018 | 666,577 | 66,658 | 505,585 | (183,004 | ) | (243 | ) | 388,996 | 23,259 | 412,255 | |||||||
| Impact of change in accounting policy (Note 2) | (655 | ) | (655 | ) | (16 | ) | (671 | ) | |||||||||
| As at January 1, 2019 | 666,577 | 66,658 | 505,585 | (183,659 | ) | (243 | ) | 388,341 | 23,243 | 411,584 | |||||||
| Net (loss)/income | (76,462 | ) | (76,462 | ) | 1,771 | (74,691 | ) | ||||||||||
| Issuances in relation to share option exercises | 209 | 21 | 134 | 155 | 155 | ||||||||||||
| Share-based compensation | |||||||||||||||||
| Share options | 5,400 | 5,400 | 12 | 5,412 | |||||||||||||
| LTIP | 1,761 | 1,761 | 5 | 1,766 | |||||||||||||
| 7,161 | 7,161 | 17 | 7,178 | ||||||||||||||
| LTIP treasury shares acquired and held by Trustee | (346 | ) | (346 | ) | (346 | ) | |||||||||||
| Transfer between reserves | 51 | (51 | ) | ||||||||||||||
| Foreign currency translation adjustments | (5,332 | ) | (5,332 | ) | (761 | ) | (6,093 | ) | |||||||||
| As at September 30, 2019 | 666,786 | 66,679 | 512,585 | (260,172 | ) | (5,575 | ) | 313,517 | 24,270 | 337,787 |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Hutchison China MediTech Limited
Condensed Consolidated Statements of Cash Flows
(Unaudited, in US$'000)
| Nine Months Ended September 30, | |||||||
| Note | 2019 | 2018 | |||||
| Net cash used in operating activities | 21 | (63,526 | ) | (18,911 | ) | ||
| Investing activities | |||||||
| Purchases of property, plant and equipment | (5,614 | ) | (3,433 | ) | |||
| Deposits in short-term investments | (426,695 | ) | (688,786 | ) | |||
| Proceeds from short-term investments | 537,117 | 759,229 | |||||
| Investment in an equity investee | (8,000 | ) | |||||
| Net cash generated from investing activities | 104,808 | 59,010 | |||||
| Financing activities | |||||||
| Proceeds from issuance of ordinary shares | 14(i) | 155 | 744 | ||||
| Purchases of treasury shares | 14(ii) | (346 | ) | (5,451 | ) | ||
| Dividends paid to a non-controlling shareholder of a subsidiary | (1,282 | ) | |||||
| Proceeds from bank borrowings | 11 | 26,923 | |||||
| Repayment of bank borrowings | 11 | (26,923 | ) | (30,000 | ) | ||
| Payment of issuance costs | (34 | ) | |||||
| Net cash used in financing activities | (28,396 | ) | (7,818 | ) | |||
| Net increase in cash and cash equivalents | 12,886 | 32,281 | |||||
| Effect of exchange rate changes on cash and cash equivalents | (1,840 | ) | (1,955 | ) | |||
| 11,046 | 30,326 | ||||||
| Cash and cash equivalents | |||||||
| Cash and cash equivalents at beginning of period | 86,036 | 85,265 | |||||
| Cash and cash equivalents at end of period | 97,082 | 115,591 |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Hutchison China MediTech Limited
Notes to the Interim Unaudited Condensed Consolidated Financial Statements
1. Organization and Nature of Business
Hutchison China MediTech Limited (the "Company") and its subsidiaries (together the "Group") are principally engaged in researching, developing,
manufacturing and marketing pharmaceutical products. The Group and its equity investees have research and development facilities and manufacturing plants in the People's Republic of China (the "PRC")
and sell their products mainly in the PRC and Hong Kong.
As at September 30, 2019, the Group had accumulated losses of US$260,172,000 primarily due to its spending in drug research and
development ("Drug R&D") activities. The Group regularly monitors current and expected liquidity requirements to ensure that it maintains sufficient cash balances and adequate credit facilities to
meet its liquidity requirements in the short and long term. As at September 30, 2019, the Group had cash and cash equivalents of US$97,082,000, short-term investments of US$104,493,000 and
unutilized bank borrowing facilities of US$146,282,000. Short-term investments comprised of bank deposits maturing over three months. The Group's operating plan includes the continued receipt of
dividends from certain of its equity investees. Dividends received from equity investees for the nine months ended September 30, 2019 and 2018 were US$18,173,000 and US$23,526,000 respectively.
on the Group's operating plan, the existing cash and cash equivalents, short-term investments and unutilized bank borrowing facilities are considered to be sufficient to meet the
cash requirements to fund planned operations and other commitments for at least the next twelve months (the look-forward period used).
2. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The interim unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles
in the United States of America ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete
financial statements. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, except for the
adoption of Accounting Standards Codification ("ASC") 842, Leases ("ASC 842") as described below. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary
for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the
full year or any other interim period.
comparative year-end condensed balance sheet data was derived from the annual audited consolidated financial statements, but is condensed to the same degree as the interim condensed
interim unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users have read or have access to the annual
audited consolidated financial statements for the preceding fiscal year.
preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim
condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in determining items such as useful lives of
property, plant and equipment, write-down of inventories, allowance for doubtful accounts, share-based compensation, impairments of long-lived assets, impairment of other intangible asset and
goodwill, income tax expenses, tax valuation allowances, revenues and cost accruals from research and development projects. Actual results could differ from those estimates.
Summary of impact of applying ASC 842
The Group applied ASC 842 to its various leases at the date of initial application of January 1, 2019. As a result, the Group has changed
its accounting policy for leases as detailed below. The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that
arise from leases. Therefore, the Group recognizes in the condensed consolidated balance sheets liabilities to make lease payments (the lease liabilities) and right-of-use assets representing its
right to use the underlying assets for their lease terms. The Group applied ASC 842 using the optional transition method by recognizing the cumulative effect as an adjustment to opening accumulated
losses as at January 1, 2019. The comparative information prior to January 1, 2019 has not been adjusted and continues to be reported under ASC 840, Leases ("ASC 840").
Group assessed lease agreements as at January 1, 2019 under ASC 842, except for short-term leases. The Group elected the short-term lease exception for leases with a term of
12 months or less and recognizes lease expenses for such leases on a straight-line basis over the lease term and does not recognize right-of-use assets or lease liabilities accordingly. As a
result of this assessment, the Group recorded an aggregate US$0.7 million in additional lease expenses as a cumulative adjustment to opening accumulated losses upon adoption. Additionally, the
Group recognized right-of-use assets and lease liabilities of US$5.7 million and US$6.4 million respectively as at January 1, 2019.
lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessees' incremental borrowing rate as at January 1, 2019. The
Group's weighted average incremental borrowing rate applied on January 1, 2019 was 3.97% per annum.
reconciliation of the Group's reported operating lease commitments as at December 31, 2018 and the Group's lease liabilities recognized upon adoption of ASC 842 as at
January 1, 2019 is as follows:
| (in US$'000) | |||
| Operating lease commitments as at December 31, 2018 (note (a)) | 8,835 | ||
| Less: Leases not commenced as at January 1, 2019 | (3,676 | ) | |
| Less: Short-term leases | (5 | ) | |
| Add: Adjustment as a result of the treatment for a termination option (note (b)) | 1,409 | ||
| Less: Discount under the lessees' incremental borrowing rate as at January 1, 2019 | (206 | ) | |
| Lease liabilities recognized as at January 1, 2019 | 6,357 |
aggregate minimum payments under non-cancellable operating leases under ASC 840 were as follows:
| December 31, 2018 | |||
| (in US$'000) | |||
| Not later than 1 year | 3,026 | ||
| Between 1 to 2 years | 2,735 | ||
| Between 2 to 3 years | 1,056 | ||
| Between 3 to 4 years | 882 | ||
| Between 4 to 5 years | 810 | ||
| Later than 5 years | 326 | ||
| Total minimum lease payments | 8,835 |
Group leases its corporate offices in Hong Kong through a support service agreement with an indirect subsidiary of CK Hutchison Holdings Limited ("CK
Hutchison"), which is the Company's indirect major shareholder. The support service agreement may be terminated by giving 3-month advance notice; therefore, there was no lease commitment beyond the
3-month advance notice period as at December 31, 2018. This termination option is not considered probable of exercise for the purposes of applying ASC 842.
Group recognized right-of-use assets as at January 1, 2019 measured at their carrying amounts as if ASC 842 had been applied since their commencement dates, but discounted
using the lessees' incremental borrowing rate as at January 1, 2019.
right-of-use assets upon adoption were as follows:
| (in US$'000) | |||
| Offices | 4,877 | ||
| Factories | 383 | ||
| Others | 487 | ||
| 5,747 |
were no adjustments to net cash generated from/(used in) operating activities, investing activities or financing activities in the condensed consolidated statement of cash flows.
applying ASC 842 for the first time, the Group has used the following practical expedients permitted by the standard: (i) no reassessment of whether any expired or existing
contracts are or contain leases; (ii) no reassessment of the lease classification for any expired or existing leases; (iii) the exclusion of initial direct costs for the measurement of
the right-of-use assets at the date of initial application; and
(iv) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
Updated accounting policy ASC 842
In an operating lease, a lessee obtains control of only the use of the underlying asset, but not the underlying asset itself. An operating lease
is recognized as a right-of-use asset with a corresponding liability at the date which the leased asset is available for use by the Group. The Group recognizes an obligation to make lease payments
equal to the present value of the lease payments over the lease term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise
liabilities include the net present value of the following lease payments: (i) fixed payments; (ii) variable lease payments; and (iii) payments of penalties
for terminating the lease if the lease term reflects the lessee exercising that option, if any. Lease liabilities exclude the following payments that are generally accounted for separately:
(i) non-lease components, such as maintenance and security service fees and value added tax, and (ii) any payments that a lessee makes before the lease commencement date. The lease
payments are discounted using the interest rate implicit in the lease or if that rate cannot be determined, the lessee's incremental borrowing rate being the rate that the lessee would have to pay to
borrow the funds in its currency and jurisdiction necessary to obtain an asset of similar value, economic environment and terms and conditions.
asset representing the right to use the underlying asset during the lease term is recognized that consists of the initial measurement of the operating lease liability, any lease
payments made to the lessor at or before the commencement date less any lease incentives received, any initial direct cost incurred by the Group and any restoration costs.
commencement of the operating lease, the Group recognizes lease expenses on a straight-line basis over the lease term. The right-of-use asset is subsequently measured at cost less
accumulated amortization and any impairment provision. The amortization of the right-of-use asset represents the difference between the straight-line lease expense and the accretion of interest on the