FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the months of June and July 2004
Commission File Number 000-28966
Biacore International AB (publ)
C/o Biacore International SA
Puits-Godet 12
CH-2000 Neuchatel
Switzerland
(Address of principal executive offices)
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 X
Form 40-F
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): Not applicable.
ULF JONSSON LEAVES BIACORE, ERIK WALLDEN APPOINTED NEW PRESIDENT AND CEO
Uppsala, Sweden, July 19, 2004.
Biacore International AB (Biacore) today announced that an agreement has been
made between the Board of Biacore International AB and Dr Ulf Jonsson to the
effect that Ulf Jonsson will leave his position as President and CEO with
immediate effect. He also resigns from the Board of Directors.
Pending permission from the Companies Registration Office, the Board has
appointed Mr Erik Wallden, at present Executive Vice President and Head of
marketing and business development, new President and CEO of Biacore
International AB. This permission is needed due to the residency requirements in
the Swedish Companies Act. However, pending such possible permission, Erik
Wallden will assume the obligations of a President in his capacity as Executive
Vice President.
Mr Lars-Goran Andren, Chairman of Biacore International AB, says: "Ulf Jonsson
has made an exceedingly important contribution to Biacore's development since
the Company was founded. We owe him sincere thanks for his devoted efforts to
make Biacore the global leader in SPR technology. At the moment, however, we
believe that the Company would benefit from additional commercial focus, and
that resources should be redirected accordingly. With his extensive commercial
experience from the international Life Science Industry, we believe Erik Wallden
has the right background to achieve these ambitions and we wish him great
success in his new task."
About Biacore
Biacore is a global market leader in Surface Plasmon Resonance (SPR) technology
based systems with its own sales operations in the U.S., across Europe, Japan,
Australia and New Zealand. A strong patent portfolio protects Biacore's SPR
technology, which gives unique real-time insights into biomolecular
interactions. Target groups for the Company's products consist primarily of
medical and life science research laboratories and pharmaceutical and
biotechnology companies around the world. Biacore is focusing on drug discovery
and development as its prime areas for future growth. The Company currently has
seven systems on the market, the most important of which are: Biacore(r)S51 for
applications downstream of high-throughput screening (HTS) including rapid
characterization of HTS hits and comprehensive pre-clinical evaluation of lead
compounds, Biacore(r)3000, which offers flexibility in key life science research
and drug discovery applications upstream of HTS, and Biacore(r)C which is
specifically designed for compliant concentration analysis of biopharmaceuticals
in GLP/GMP applications. A new SPR array system, which will provide higher
information content, is expected to reach the market in 2004.
Based in Uppsala, Sweden, the Company is listed on Stockholmsborsen. In 2003 the
Company had sales of SEK 515.5 million and an operating income of SEK 29.5
million.
Further information on Biacore can be found on the web: www.biacore.com.
HALF-YEAR REPORT JANUARY - JUNE 2004
* Biacore's sales in the second quarter 2004 declined by 25% to SEK 107.3
million (142.5). Sales in Europe continued to increase at a healthy rate, but
after two quarters of positive sales development in the Americas, orders from
the pharmaceutical industry were again disappointing in this quarter. This
coincided with continued delays in academic funding in Japan. Sales in the
first half-year 2004 fell by 19% to SEK 202.6 million (249.0). Excluding the
impact of exchange rates, sales fell by 10% in the first half of 2004.
* Biacore incurred a loss of SEK 0.23 per share in the second quarter compared
with earnings of SEK 2.75 per share in the corresponding period in 2003. For
the first half-year 2004, earnings per share amounted to SEK 0.04 against
SEK 3.52 per share in the first half-year 2003.
* The Board of Directors of Biacore International AB and Dr Ulf Jonsson have
reached an agreement that Dr Ulf Jonsson will leave his position as President
and CEO of Biacore with immediate effect. He also resigns from the Board of
Directors. The Board has appointed Mr Erik Wallden as the Company's new
President and CEO. Erik Wallden was appointed Head of marketing and business
development and Executive Vice President of Biacore in January 2004.
* The outlook for the full-year 2004 is uncertain. In view of the slow-down in
sales during the past six months, Biacore now expects that sales and earnings
per share for the full-year 2004 will not reach the levels achieved in 2003.
Biacore's previous outlook was for sales and earnings per share to increase
for the full-year 2004.
* The Board has commissioned the President to make a thorough review of
Biacore's business with a view to restoring top-line growth and profitability.
The President's recommendations to the Board will be communicated on or before
the announcement of Biacore's third quarter results.
January - June April - June
2004 2003 Change 2004 2003 Change
Sales, SEK million 202.6 249.0 -19% 107.3 142.5 -25%
Operating income (loss), SEK million 0.4 32.4 -99% -1.4 28.3
Operating margin, % 0.2 13.0 -1.3 19.9
Income (loss) after financial items,
SEK million 2.6 40.5 -94% -0.7 31.5
Net income (loss), SEK million 0.4 34.4 -99% -2.2 26.9
Earnings (loss) per share, SEK 0.04 3.52 -99% -0.23 2.75
Operational Review January-June 2004
Amounts stated in this report pertain to the Biacore Group, unless indicated
otherwise. Figures in parentheses refer to the corresponding period in 2003.
After some encouraging signs in early 2004, conditions in some markets
deteriorated sharply in the second quarter with falling predictability of
customers' purchasing decisions. The change in market conditions appears to be
due to delayed funding decisions, as our contacts with researchers continue to
show that they have a clear need for Biacore's SPR-based systems.
Biacore's sales decreased by 25% in the second quarter and by 19% in the first
half-year 2004. Excluding the impact of exchange rates, sales in the period
January-June decreased by 10%. Biacore(r)3000 remains the Company's best-selling
system and is particularly important for academic customers due to its broad
range of applications. During the second quarter of 2004, sales of this system
with the new GxP package to industrial customers showed good growth in Europe
but declined in the Americas. Sales of Biacore(r)S51 for applications downstream
of high-throughput screening (HTS) also declined in the Americas.
Sales were divided geographically as follows:
January-June April-June
SEK million 2004 2003 Change 2004 2003 Change
Americas 88.0 106.4 -17% 40.0 65.2 -39%
Europe 82.0 70.7 16% 47.7 39.8 20%
Asia-Pacific 32.6 71.9 -55% 19.6 37.5 -48%
After a positive sales development in the Americas during the previous two
quarters, sales to the pharmaceutical industry again declined sharply. Funds
that were expected to be used for the purchase of advanced scientific equipment,
such as Biacore's SPR systems, did not fully materialize during this quarter. A
similar situation was experienced in the academic sector. Sales in Europe, which
started to improve in the first quarter, increased at a higher rate, 20%, in the
period April-June. In Asia-Pacific, the problems associated with the
reorganization and de-centralization of academic research in Japan continued to
have a very negative impact in terms of delayed sales.
The gross margin in the first half-year of 2004 amounted to 74% (79). The
decline was mainly due to fixed production costs in combination with lower
sales.
Total costs for marketing, administration and research and development decreased
by 5% in the second quarter of 2004 to SEK 77.4 million (81.2). During this
period, marketing and sales costs increased by 4% to SEK 44.9 million (43.1),
while administration costs decreased by 18% to SEK 15.4 million (18.8).
R&D spending in the second quarter amounted to SEK 31.4 million (31.5). Of this
amount, SEK 15.1 million (12.2) was capitalized. During the first half-year
2004, Biacore has capitalized SEK 32.5 million of development expenses. The
amount capitalized is largely related to the development of the new SPR array
system.
For the first half-year 2004, marketing, administration and research and
development costs decreased by 4% to SEK 147.2 million (153.7).
In the second quarter of 2004, Biacore incurred an operating loss of SEK 1.4
million (+28.3). Operating currency differences during the second quarter
amounted to SEK -2.1 million (-3.3). Financial items in the first half-year 2004
include a write-down of long-term investments of SEK 0.4 million. In the first
half-year 2003, a financial income of SEK 3.9 million related to the divestment
of shares in Diffchamb.
Biacore incurred a net loss in the second quarter of 2004 of SEK 2.2 million
(+26.9), giving a loss per share of SEK 0.23 (+2.75). For the first half-year
2004, net income, after taxes of SEK 2.3 million, amounted to SEK 0.4 million
(34.4). Diluted earnings per share in the first half-year 2004 were SEK 0.04
(3.52).
Capital Expenditures
During the first half-year of 2004, capital expenditures totaled SEK 3.9 million
(10.7).
Personnel
At the end of June 2004, Biacore had 350 (340) permanent employees.
Change of President and CEO
The Board of Directors of Biacore International AB and Dr Ulf Jonsson have
reached an agreement that Dr Ulf Jonsson will leave his position as President
and CEO of Biacore with immediate effect. He also resigns from the Board of
Directors.
Pending permission from the Companies Registration Office, the Board has
appointed Mr Erik Wallden, at present Executive Vice President and Head of
marketing and business development, as the Company's new President and CEO. This
permission is needed due to the residency requirements in the Swedish Companies
Act. However, pending such possible permission, Erik Wallden will assume the
obligations of a President in his capacity as Executive Vice President. Prior to
joining Biacore, Erik Wallden was President and CEO of Pyrosequencing AB.
The termination of Ulf Jonsson's employment agreement entitles him to six
months' term of notice with retained benefits plus 24 months' severance pay
covering salary and bonus. The cost that Biacore incurs will be reported in the
third quarter 2004 and is estimated to be in the order of SEK 10 million.
Bringing a New Commercial Focus to Biacore
The Board of Biacore believes that the Company is not currently capturing the
full commercial potential of its world-leading SPR technology. In order to
position Biacore to realize its true potential, the Board has decided to
undertake a complete review of the Company's operations. This review is designed
to re-engineer the business to establish a viable business model that will
deliver a short-term recovery, focused on a return to positive operating income
before capitalized development costs, and sustainable profitable long-term
growth.
The key areas where the Board believes the review should focus include:
* Restoring Biacore's top-line growth and profitability. The Board is of the
view that there is a considerable opportunity for Biacore to grow its sales,
but to achieve this it is clear that the Company needs to adopt a more
pro-active approach to sales and marketing. A new more productive sales
process is expected to be one of the key outcomes of the current business
review.
* Evaluating the Company's R&D pipeline. A key element of the business review
will be a thorough evaluation of Biacore's current development pipeline to
ensure that all future product launches are targeted at the commercially most
attractive areas of the market.
* Analysis of corporate administrative costs. The Board believes that an
analysis of the Company's current level of administrative spending should
highlight the opportunity to achieve cost savings.
The Board has asked the President to undertake this major review of the
Company's business. It is intended that his recommendations will be implemented
immediately after review by the Board and communicated on or before the
announcement of the Company's third quarter results, which will be released on
Thursday, October 21, 2004.
De-Listing from Nasdaq
As planned, Biacore' ADRs were de-listed from Nasdaq National Market in the
United States on May 21, 2004.
Parent Company
Biacore International AB handles group-wide functions and provides certain
intercompany services. Sales during the first half-year 2004 amounted to
SEK 3 million (12) and income after financial items was SEK -8 million (1).
There was no significant capital expenditure, neither in the first half-year
2004 nor in the first half-year 2003. Liquid funds amounted to SEK 88 million
(3).
Accounting Principles
This half-year report has been prepared in accordance with the Swedish Financial
Accounting Standards Council's Statement No. 20 (RR20) Interim Financial
Reporting. In 2004, the Council's Statement No. 29 (RR29) Employee Benefits,
which includes a new method for calculating provisions for pensions, became
effective. As of January 1, 2004, this standard reduced shareholders' equity by
SEK 4.8 million. Net income in the first half-year of 2004 was only marginally
affected by the new standard.
Quarterly Sales Variations
Biacore's total sales during the period 2001-2003 were split between quarters as
follows:
Quarter 1 23% Quarter 3 22%
Quarter 2 25% Quarter 4 30%
Out-Look for the Full-Year 2004
The outlook for the full-year 2004 is uncertain. In view of the slow-down in
sales during the past six months, Biacore now expects that sales and earnings
per share for the full-year 2004 will not reach the levels achieved in 2003.
Biacore's previous outlook was for sales and earnings per share to increase for
the full-year 2004.
Uppsala, Sweden, July 19, 2004
Biacore International AB (publ)
The Board of Directors
Review Report
We have carried out a review of this half-year report in accordance with the
recommendation issued by FAR (the Institute for the Accountancy Profession in
Sweden). A review is significantly limited in comparison with an audit.
Nothing has come to our attention which would cause us to believe that the
half-year report does not meet the requirements of the (Swedish) Securities
Exchange and Annual Accounts Acts.
Stockholm, July 19, 2004
PricewaterhouseCoopers AB
Sten Hakansson
Authorized Public Accountant
Financial Information
Biacore plans to release its interim report for January-September 2004 on
Thursday, October 21.
Biacore is a global market leader in Surface Plasmon Resonance (SPR) technology
based systems with its own sales operations in the U.S., across Europe, Japan,
Australia and New Zealand. A strong patent portfolio protects Biacore's SPR
technology. Target groups for the Company's products consist primarily of
medical and life science research laboratories and pharmaceutical and
biotechnology companies around the world. Biacore is focusing on drug discovery
and development as its prime areas for future growth. Based in Uppsala, Sweden,
the Company is listed on the Stockholm Stock Exchange.
This report contains certain forward-looking statements which, by their nature,
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors that
could cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements.
Biacore International AB (publ)
Company registration number: 556534-5211
Head office
Biacore International SA, Puits-Godet 12, CH-2000 Neuchatel, Switzerland
Phone +41 32 720 9000
info(at)biacore.com
www.biacore.com.
Biacore Consolidated Income Statements
Full
January-June April-June year
SEK million 2004 2003 Change 2004 2003 Change 2003
Sales 202.6 249.0 -19% 107.3 142.5 -25% 515.5
Cost of sales -52.9 -53.1 0% -28.6 -28.8 -1% -94.0
Marketing -82.8 -81.7 1% -44.9 -43.1 4% -165.4
Administration -28.3 -34.2 -17% -15.4 -18.8 -18% -71.1
Research and development -36.1 -37.8 -4% -17.1 -19.3 -11% -78.6
Other income and expenses -0.1 -7.8 -1.7 -3.2 -14.4
Amortization of goodwill -2.0 -2.0 -1.0 -1.0 -4.0
Items affecting comparability - - - - -58.5
Operating income (loss) 0.4 32.4 -99% -1.4 28.3 -105% 29.5
Financial items, net 2.2 8.1 0.7 3.2 11.9
Income (loss) after financial items 2.6 40.5 -94% -0.7 31.5 -102% 41.4
Income taxes -2.3 -6.2 -1.5 -4.6 2.9
Minority interest 0.1 0.1 - - -
Net income (loss) 0.4 34.4 -2.2 26.9 44.3
Basic earnings (loss) per share,
SEK 0.04 3.53 -0.23 2.76 4.55
Diluted earnings (loss) per share,
SEK 0.04 3.52 -0.23 2.75 4.53
No. of shares, average, diluted,
thousands 9,769 9,774 9,750 9,773 9,787
Net income (loss) 0.4 34.4 -2.2 26.9 44.3
Stock options issued - 0.5 - 0.5 1.1
Change in accounting principles,
RR29 Employee Benefits -4.8 - - - -
Dividend -29.3 -29.3 -29.3 -29.3 -29.3
Currency translation differences 6.3 -15.8 -0.7 -11.4 -20.6
Change in shareholders' equity -27.4 -10.2 -32.2 -13.3 -4.5
Quarterly Income Statements
Q2 Q1 Q4 Q3 Q2 Q1
SEK million 2004 2004 2003 2003 2003 2003
Sales 107.3 95.3 160.8 105.7 142.5 106.5
Cost of sales -28.6 -24.3 -22.5 -18.4 -28.8 -24.3
Marketing -44.9 -37.9 -45.2 -38.5 -43.1 -38.6
Administration -15.4 -12.9 -17.2 -19.7 -18.8 -15.4
Research and development -17.1 -19.0 -21.9 -18.9 -19.3 -18.5
Other income and expenses -1.7 1.6 -4.5 -2.1 -3.2 -4.6
Amortization of goodwill -1.0 -1.0 -1.0 -1.0 -1.0 -1.0
Items affecting comparability - - 6.2 -64.7 - -
Operating income (loss) -1.4 1.8 54.7 -57.6 28.3 4.1
Financial items, net 0.7 1.5 2.3 1.5 3.2 4.9
Income (loss) after financial items -0.7 3.3 57.0 -56.1 31.5 9.0
Income taxes -1.5 -0.8 -1.5 10.6 -4.6 -1.6
Minority interest - 0.1 -0.1 - - 0.1
Net income (loss) -2.2 2.6 55.4 -45.5 26.9 7.5
Basic earnings (loss) per share, SEK -0.23 0.27 5.69 -4.67 2.76 0.77
Diluted earnings (loss) per share, SEK -0.23 0.27 5.67 -4.67 2.75 0.77
No. of shares, average, diluted,
thousands 9,750 9,772 9,767 9,750 9,773 9,770
Sales by region
Jan.-June Q2 Q1 Q4 Q3 Q2 Q1
SEK million 2004 2003 2004 2004 2003 2003 2003 2003
Americas 88.0 106.4 40.0 48.0 69.4 52.8 65.2 41.2
Europe 82.0 70.7 47.7 34.3 43.2 22.6 39.8 30.9
Asia-Pacific 32.6 71.9 19.6 13.0 48.2 30.3 37.5 34.4
202.6 249.0 107.3 95.3 160.8 105.7 142.5 106.5
Biacore Consolidated Balance Sheets
June 30 Dec. 31
SEK million 2004 2003 2003
Intangible assets 99.4 105.2 70.0
Property, plant and equipment 108.0 116.1 111.9
Long-term investments 0.6 1.0 1.0
Other long-term assets 23.6 28.1 23.8
Other current assets 211.6 229.7 260.2
Liquid funds 351.9 339.1 352.5
Total assets 795.1 819.2 819.4
Shareholders' equity 602.8 624.5 630.2
Minority interest 0.7 0.7 0.8
Provisions 87.6 83.4 80.6
Liabilities 104.0 110.6 107.8
Total shareholders' equity and liabilities 795.1 819.2 819.4
Financial structure
Operating capital 285.3 324.3 306.0
Long-term investments 0.6 1.0 1.0
Net interest-bearing assets 302.0 301.1 312.3
Net payable and deferred income tax asset 15.6 -1.2 11.7
Minority interest -0.7 -0.7 -0.8
Shareholders' equity 602.8 624.5 630.2
Biacore Consolidated Statements of Cash Flows
January-June Full year
SEK million 2004 2003 2003
Net income 0.4 34.4 44.3
Less: Depreciation and amortization 19.6 15.7 31.8
Less: Write-downs, reversal of write-downs,
gains and losses -6.3 -4.0 44.7
Change in working capital 48.4 9.2 -19.2
Other 3.0 -9.4 -14.9
Cash flows from operating activities 65.1 45.9 86.7
Purchase of intangible assets -32.6 -28.9 -50.1
Purchase of property, plant and equipment -3.9 -10.7 -16.4
Sales of property, plant and equipment 0.5 - -
Sales of long-term investments - 11.0 11.0
Cash flows from investing activities -36.0 -28.6 -55.5
Borrowing and repayment of loans -0.4 -0.5 -1.0
Dividend -29.3 -29.3 -29.3
Cash flows from financing activities -29.7 -29.8 -30.3
Net change in liquid funds -0.6 -12.5 0.9
Key figures
Operating margin 0.2% 13.0% 5.7%
Return on operating capital 0.3% 19.9% 9.3%
Return on equity 0.1% 10.9% 7.0%
Equity ratio 76% 76% 77%
Shareholders' equity per share, diluted, SEK 61.71 63.89 64.34
No. of shares, thousands 9,750 9,750 9,750
No. of shares, end of period, diluted, thousands 9,769 9,774 9,794
No. of shares, average, diluted, thousands 9,769 9,774 9,787
SIGNATURES
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, thereunto duly authorized.
Dated: August 6, 2004
Biacore International AB (publ)
By: Lars-Olov Forslund
Name: Lars-Olov Forslund
Title: Chief Financial Officer