Quarterly Report • Sep 17, 2015
Quarterly Report
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French société anonyme governed by an executive board and a supervisory board with a share capital of 2,676,217.50 euros composed of 53,524,250 shares with a nominal value of 0.05 euros each.
Registered office: 117, Avenue de Luminy, F-13009 Marseille. Registered with the Company and Trade Register of Marseille under number 424 365 336.
The following interim consolidated financial statements have been prepared by the Executive Board of the Company, and have been subject to a limited review by our Statutory Auditors. They have been examined by the Supervisory Board of the Company on September 16, 2015.
| I. | Financial Highlights and Management Discussions and Analysis 3 | |
|---|---|---|
| II. | Statutory auditors' review report on interim consolidated financial statements 9 | |
| III. | Interim consolidated financial statements 10 | |
| IV. | Declaration by the person responsible for this Interim Financial Report 27 |
Innate Pharma S.A. (the "Company") is a biopharmaceutical company discovering and developing first-in-class therapeutic antibodies for the treatment of cancer and inflammatory diseases.
Its innovative approach has translated into major alliances with leaders in the biopharmaceutical industry such as Bristol-Myers Squibb, AstraZeneca and Novo Nordisk A/S.
The Company has two clinical-stage programs in immuno-oncology, a new therapeutic field that is changing cancer treatment by enhancing the capability of the body's own immune cells to recognize and kill cancer cells.
Innate Pharma science also has potential in chronic inflammatory diseases.
Incorporated in 1999 and listed on NYSE-Euronext in Paris in 2006, Innate Pharma is based in Marseilles, France, and had 110 employees at June 30, 2015.
Learn more about Innate-Pharma at www.innate-pharma.com
The key elements of Innate Pharma's financial results for the first half of 2015 are as follows:
The table below summarizes the IFRS consolidated financial statements for the six-month period ended June 30, 2015, with a comparison to the same period in 2014:
| In thousands of euros, except for data per share | June 30, 2015 | June 30,2014 |
|---|---|---|
| Revenue and other income | 6,436 | 4,137 |
| Research and development | (12,754) | (10,890) |
| General and administrative | (2,728) | (2,310) |
| Operating expenses | (15,482) | (13,200) |
| Operating income/(loss) | (9,046) | (9,063) |
| Financial income | 2,370 | 338 |
| Financial expenses | (298) | (143) |
| - | (170) | |
| Share of profit (loss) of associates and joint ventures | (6,974) | (9,039) |
| Net loss | 53,160 | 47,337 |
| Weighted average number of shares outstanding (in thousands) Net loss per share |
(0.13) | (0.19) |
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Cash, cash equivalents and financial instruments | 278,925 | 69,238 |
| Total assets | 305,083 | 90,690 |
| Shareholders' equity | 69,178 | 74,626 |
| Total financial debt | 3,983 | 4,206 |
The following table summarizes operating revenue for the periods under review:
| In thousands of euros | June 30, 2015 | June 30, 2014 |
|---|---|---|
| Revenue from collaboration and licensing agreements | 3,092 | 1,027 |
| Government funding for research expenditures | 3,344 | 3,110 |
| Revenue and other income | 6,436 | 4,137 |
The rise in revenue and other income at June 30, 2015 results from the start of the recognition of the initial payment in relation with the co-development agreement signed with AstraZeneca in April 2015. This revenue is spread over the costs of the clinical trials the Company is in charge of.
At June 30, 2014, this line item only came from the licensing agreement signed with Bristol-Myers Squibb in July 2011 (€24.9m). This recognition is almost completed.
Government funding for research costs is mainly composed of the research tax credit (€3.3m for the six-month period ended June 30, 2015 compared to €3.1m for the same year-ago period). The 2014 research tax credit should be received by the end of the fiscal year (€6.5m).
The following table breaks down the net operating expenses by function for the periods under review:
| In thousands of euros | June 30, 2015 | June 30, 2014 |
|---|---|---|
| Research and development expenses | (12,754) | (10,890) |
| General and administrative expenses | (2,728) | (2,310) |
| Operating expenses | (15,482) | (13,200) |
Research and development ("R&D") expenses include the cost of employees assigned to research and development operations (including employees assigned to work under the collaboration and licensing agreements), product manufacturing costs, subcontracting costs as well as costs of materials (reagents and other consumables) and pharmaceutical products.
The variance in R&D expenses between the two periods under review (€12.8m at June 30, 2015 versus €10.9m at June 30, 2014, or +17%) mainly results from the staff costs (+€1.4m), consumables (+€0.4m) and intellectual property costs (+€0.3m). These variances are explained in the next page.
R&D expenses accounted for 82% of operating expenses for the six-month period ended June 30, 2015 (2014: 83%).
General and administrative ("G&A") expenses mostly comprise costs of the "support" staff as well as external expenses for the management and development of our business. The rise of these costs mainly results from an increase in staff costs (0.4 million euros).
G&A expenses accounted for 18% of operating expenses for the six-month period ended June 30, 2015 (2014: 17%).
The following table breaks down the net operating expenses by nature of expense for the periods under review:
| In thousands of euros | June 30, 2015 | June 30, 2014 |
|---|---|---|
| Costs of supplies and consumable materials | (1,179) | (788) |
| Intellectual property expenses | (513) | (265) |
| Other purchases and external expenses | (7,214) | (7,358) |
| Employee benefits other than share-based compensation | (5,114) | (3,556) |
| Share-based payments | (272) | - |
| Depreciation and amortization | (977) | (1,082) |
| Other income and (expenses), net | (215) | (150) |
| Operating expenses | (15,482) | (13,200) |
The changes in the most significant line items can be analysed as follows:
Cash, cash equivalents and financial instruments amounted to €278.9m at June 30, 2015, as compared to €69.2m at December 31, 2014. Cash and cash equivalents do not include the reimbursement of the 2014 research tax credit which will be received during the second half year (€6.5m).
Since its incorporation in 1999, the Company has been primarily financed from revenue from its licensing activities (mostly in relation to the agreements with Novo Nordisk A/S and Bristol-Myers Squibb) and by issuing new securities. The Company also generated cash from government financing for research expenditure and repayable advances (BPI France). At June 30, 2015, these repayable advances amount to €1.5m euros booked in non-current financial liabilities.
The other key balance sheet items at June 30, 2015 are as follows:
The net cash flow generated over the six-month period ended June 30, 2015 amounted to €210.5m, compared to a net cash flow of 35.6 million euros generated for the same year-ago period.
The cash flow generated during the period under review mainly results from the following:
Other elements
None to be reported.
On April 24, 2015, Innate Pharma SA signed a co-development and commercialization agreement with AstraZeneca, along with MedImmune, to accelerate and broaden the development of its proprietary anti-NKG2A antibody, IPH2201, including in combination with MEDI4736, an anti-PD-L1 immune checkpoint inhibitor proprietary of AstraZeneca. The financial terms of the signed agreement include cash payments of up to \$1.275 billion (including a \$250 million initial payment) as well as double digit royalties on sales.
Nota
The interim consolidated financial statements for the six-month period ended June 30, 2015 have been subject to a limited review by our Statutory Auditors and were approved by the Executive Board of the Company on September 16, 2015. They were reviewed by the Supervisory Board of the Company on September 16, 2015. They will not be submitted for approval to the general meeting of shareholders.
Risk factors
Risk factors identified by the Company are presented in paragraph 5 of the "Document de Référence" submitted to the French stock-market regulator, the "Autorité des Marchés Financiers", on March 12, 2015. The main risks and uncertainties the Company may face in the six remaining months of the year are the same as the ones presented in the reference document available on the internet website of the Company.
Transactions with related parties during the periods under review are disclosed in Note 20 to the Interim consolidated financial statements prepared in accordance with IAS 24 revised.
Certain information contained in this presentation includes forward-looking statements. Forwardlooking statements are not guarantees of future performance of the Company and its actual financial condition, actual results of operations and cash flows and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company's financial condition, results of operations and cash flows and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in future periods. These statements are based on management's current expectations or beliefs and involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company does not undertake, nor does it have any obligation, to provide updates or to revise the forward-looking statements contained in this presentation to reflect events that occur or circumstances that arise after the date of this presentation. The Company takes no responsibility for the use of this information by any person.
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by the General Manager and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier) , we hereby report to you on:
• the review of the accompanying condensed half-yearly consolidated financial statements of Innate Pharma for the period from January 1 to June 30, 2015;
• the verification of the information presented in the half-yearly management report.
These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Marseille, September 16, 2015 The Statutory Auditors French original signed by AUDIT CONSEIL EXPERTISE, SA DELOITTE & ASSOCIES Member of PKF International
| Note | June 30, 2015 | December 31, 2014 | |
|---|---|---|---|
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | 4 | 274,767 | 64,286 |
| Current financial assets | 4 | 4,158 | 4,952 |
| Current receivables | 5 | 15,525 | 10,075 |
| Total current assets | 294,450 | 79,314 | |
| Non-current assets | |||
| Intangible assets | 6 | 4,732 | 5,362 |
| Tangible assets | 7 | 5,816 | 5,931 |
| Other non-current assets | 84 | 84 | |
| Total non-current assets | 10,632 | 11,377 | |
| Total assets | 305,083 | 90,690 | |
| Liabilities | |||
| Current liabilities | |||
| Trade payables | 8 | 57,372 | 10,322 |
| Financial liabilities | 9 | 462 | 453 |
| Total current liabilities | 57,834 | 10,775 | |
| Non-current liabilities | |||
| Financial liabilities | 9 | 3,521 | 3,753 |
| Defined benefit obligations | 10 | 1,203 | 1,094 |
| Other non-current liabilities | 11 | 173,347 | 441 |
| Total non-current liabilities | 178,071 | 5,289 | |
| Capital and reserves attributable to equity holders | |||
| of the Company | |||
| Share capital | 12 | 2,676 | 2,648 |
| Share premium | 183,306 | 181,746 | |
| Retained earnings | (109,527) | (89,881) | |
| Net income (loss) | (6,974) | (19,647) | |
| Other reserves | (303) | (241) | |
| Total capital and reserves attributable to equity | |||
| holders of the Company | 69,178 | 74,626 | |
| Total liabilities and equity | 305,083 | 90,690 |
| Note | June 30, 2015 | June 30, 2014 | |
|---|---|---|---|
| Revenue from collaboration and licensing agreements | 13 | 3,092 | 1,027 |
| Government financing for research expenditures | 13 | 3,344 | 3,110 |
| Revenue and other income | 6,436 | 4,137 | |
| Cost of supplies and consumable materials | 14 | (1,179) | (788) |
| Intellectual property expenses | (513) | (265) | |
| Other purchases and external expenses | 14 | (7,214) | (7,358) |
| Employee benefits other than share-based compensation | 15 | (5,114) | (3,556) |
| Share-based compensation | (272) | - | |
| Depreciation and amortization | 7 | (977) | (1,082) |
| Other expenses | 16 | (215) | (150) |
| Operating expenses, net | (15,482) | (13,200) | |
| Operating income (loss) | (9,046) | (9,063) | |
| Financial income | 17 | 2,370 | 338 |
| Financial expenses | 17 | (298) | (143) |
| Share of profit (loss) of associates and joint ventures | - | (170) | |
| Net income (loss) before tax | (6,974) | (9,039) | |
| Income tax expense | 18 | - | - |
| Net income (loss) | (6,974) | (9,039) | |
| Net income (loss) per share attributable to the equity holders of the Company: (in € per share) |
|||
| - basic | 21 | (0.13) | (0.19) |
| - diluted | 21 | (0.13) | (0.19) |
| In thousands of euros | June 30, 2015 | June 30, 2014 |
|---|---|---|
| Net loss for the period: | (6,974) | (9,039) |
| Elements which won't be recycled in the income statement |
||
| Actuarial gains and (losses) | (33) | (18) |
| Elements which will be recycled in the income statement |
||
| Change in fair value of current financial instruments | 19 | - |
| Currency translation gain / (loss) | (47) | (5) |
| Other comprehensive income for the period: | (61) | (23) |
| Comprehensive income for the period: | (7,035) | (9,062) |
| Note | June 30, 2015 | June 30, 2014 | |
|---|---|---|---|
| Net income (loss) | (6,974) | (9,039) | |
| Depreciation and amortization | 6, 7 | 977 | 1,082 |
| Provisions for charges and defined benefit obligations | 76 | 41 | |
| Share-based payments | 272 | - | |
| Share of profit (loss) of associates and joint ventures | - | 170 | |
| (Gains) / losses on disposal of fixed assets | 13 | 2 | |
| Gains on assets and other financial assets | 17 | (351) | (242) |
| Net interests paid | 17 | 72 | 86 |
| Operating cash flow before changing in working capital | (5,915) | (7,900) | |
| Changing in working capital | 214,506 | (859) | |
| Net cash generated from / (used in) operating activities: | 208,590 | (8,759) | |
| Acquisition of property, plant and equipment | 7 | (233) | (230) |
| Acquisition of intangible assets | 6 | - | (2,023) |
| Disposal of fixed assets | - | - | |
| Acquisition of current financial assets | 4 | - | (1,955) |
| Disposal of current financial assets | 800 | - | |
| Gains on assets and other financial assets | 18 | 351 | 242 |
| Net cash generated from / (used in) investing activities: | 918 | (3,967) | |
| Transactions on treasury shares | 12 | 101 | 11 |
| Capital increase | 12 | - | 47,807 |
| Issue of own shares | 12 | 1,213 | 1,003 |
| Repayment of financial liabilities | 9 | (223) | (394) |
| Net interests paid | 17 | (72) | (86) |
| Net cash generated from financing activities: | 1,020 | 48,340 | |
| Effect of the exchange rate changes | (47) | (5) | |
| Net increase / (decrease) in cash and cash equivalents: | 210,481 | 35,609 | |
| Cash and cash equivalents at the beginning of the period: | 64,286 | 38,360 | |
| Cash and cash equivalents at the end of the period: | 274,767 | 73,369 |
| Change in working capital | Note | June 30, 2015 |
December 31, 2014 |
Impact |
|---|---|---|---|---|
| Current receivables ad prepayments | 5 | 15,525 | 10,075 | (5,450) |
| Deferred revenue | 11 | (173,347) | (441) | 172,906 |
| Trade payables | 9 | (57,372) | (10,322) | 47,050 |
| Changing in working capital | (215,194) | (688) | 214 506 |
| Share capita l |
Share premium |
Retained earnings |
Net gain / (loss) |
Other comprehensive income |
Total shareholders ' equity |
|
|---|---|---|---|---|---|---|
| Balance at January 1, 2014 | 2,287 | 128,000 | (87,072) | (2,892) | (38) | 40,286 |
| Net loss for the 6-month period ended June 30, 2014 | - | - | - | (9,039) | - | (9,039) |
| Actuarial gains / losses) | - | - | - | - | (18) | (18) |
| Foreign exchange gain / (loss) | - | - | - | - | (5) | (5) |
| Total comprehensive income for the period | - | - | - | (9,039) | (23) | (9,062) |
| Net loss appropriation for 2013 | - | - | (2,892) | 2,892 | - | - |
| Directoire February 10, 2014 – Exercice of SO 2005, BSAAR 2010 and BSAAR 2012 |
2 | 157 | - | - | - | 159 |
| Directoire March 7, 2014 - Exercice of SO 2005, BSA 2011 and 2013, BSAAR 2010, 2011 and 2012 |
16 | 804 | - | - | - | 820 |
| Directoire March 26, 2014 - Exercice of BSA 2011 and 2013 and BSAAR 2012 |
- | 24 | - | - | - | 24 |
| Directoire April, 4 2014 – Capital increase Novo Nordisk A/S | 30 | 4,957 | - | - | - | 4,977 |
| Directoire June, 23 2014 – Capital increase | 313 | 47,494 | - | - | - | 47,807 |
| Liquidity contract – Treasury shares | - | 11 | - | - | - | 11 |
| Total contributions by and distributions to owners of the company, recognized directly in equity |
361 | 53,437 | (2,892) | 2,892 | - | 53,798 |
| Balance at June 30, 2014 | 2,648 | 181,437 | (89,964) | (9,039) | (61) | 85,021 |
| Net loss for the six-month period ended December 31, 2014 | - | - | - | (10,608) | - | (10,608) |
| Change in fair value of marketable securities AFS | - | - | - | - | 58 | 58 |
| Actuarial gains / losses) | (169) | (169) | ||||
| Foreign exchange gain / (loss) | - | - | 6 | - | (69) | (63) |
| Total comprehensive income for the period | - | - | 6 | (10,608) | (180) | (10,782) |
| Directoire July 16, 2014 – Grant BSA 2014 | - | 2 | - | - | - | 2 |
| Directoire December 18, 2014 – Subscription BSAAR 2010 and 2013 |
- | 10 | - | - | - | 10 |
| Share base payments | - | 377 | - | - | - | 377 |
| Liquidity contract – Treasury shares | - | (79) | - | - | - | (79) |
| Fair value of the shares PPS following the end of the consolidation using the equity |
- | - | 77 | - | - | 77 |
| Others | - | (1) | - | - | - | (1) |
| Total contributions by and distributions to owners of the company, recognized directly in equity |
- | 308 | 77 | - | - | 385 |
| Balance at December 31, 2014 | 2,648 | 181,746 | (89,881) | (19,647) | (241) | 74,626 |
| Net loss for the 6-month period ended June 30, 2015 | - | - | - | (6,974) | - | (6,974) |
| Change in fair value of current financial instruments | - | - | - | - | 19 | 19 |
| Actuarial gains and losses | - | - | - | - | (33) | (33) |
| Foreign exchange gain / (loss) | - | - | - | - | (47) | (47) |
| Total comprehensive income for the period | - | - | - | (6,974) | (61) | (7,035) |
| Net loss appropriation for 2014 | - | - | (19,647) | 19,647 | - | - |
| Directoire February 5, 2015 – Exercise of SO 2005, BSAAR 2011 and 2012 |
3 | 124 | - | - | - | 127 |
| Directoire March 4, 2014 – Exercise SO 2015 and PEE | 3 | 94 | - | - | - | 97 |
| Directoire April 14, 2015 – Exercise SO 2005, BSAAR 2010 and 2012 |
4 | 283 | - | - | - | 287 |
| Directoire July 1, 2015 – Exercise SO 2005, BSA 2008, 2011-1, 2011-2 & 2013 & BSAAR 2010, 2011 & 2012 |
18 | 685 | - | - | - | 702 |
| Share-based payments | 2 | 271 | - | - | - | 272 |
| Liquidity contract – Treasury shares | - | 101 | - | - | - | 101 |
| Total contributions by and contributions to owners of the Company, recognized directly in equity |
27 | 1,558 | (19,647) | 19,647 | - | 1,585 |
| Balance at June 30, 2015 | 2,676 | 183,306 | (109,527) | (6,974) | (303) | 69,178 |
Innate Pharma is a biopharmaceutical company developing first-in-class immunotherapy drugs for cancer and inflammatory diseases. Based in Marseilles, France, it had 110 employees at June 30, 2015. It was incorporated in 1999 and listed on NYSE-Euronext in Paris in 2006.
The Company specializes in the development of new monoclonal antibodies targeting receptors and pathways controlling the activation of innate immunity cells. The mechanisms controlling these cells were described at the end of the 90's, notably by the teams of the scientists who founded Innate Pharma.
On the basis of this science, Innate Pharma develops drug candidates with immuno-stimulating properties in cancer and with immuno-blocking properties in inflammatory conditions. Furthermore, many of the ligands to the innate immunity receptors are expressed on tumor cells, opening the way to the development of directly cytotoxic antibodies.
The most advanced drug-candidates of the Company are Lirilumab, licensed to the US biopharmaceutical group Bristol-Myers Squibb, and IPH2201, under a global co-development and commercialization agreement with AstraZeneca. These two candidates are currently tested in the context of Phase II clinical trials.
Innate Pharma's key expertise is in immunopharmacology and antibody technology. The Company has a large panel of molecular and cellular assays and in vivo models for assessing the pharmacodynamics, the pharmacotoxicology and efficacy of drug candidates. In addition, Innate Pharma has access to a very large set of unique research tools in cellular immunology through its worldwide network of scientific collaborations.
At June 30, 2015, the Company owned:
The Company is and should continue, in the near to mid-term, to be financed primarily through the issuance of new equity instruments as well as through partnering activity. The Company's activity is not subject to seasonal fluctuations.
The Executive Board approved these interim consolidated financial statements presented under IFRS on September 16, 2015. They were also examined by the Supervisory Board on the same day and were subject to a limited review by the statutory auditors of the Company. They are not subject to approval by the General Meeting of shareholders.
On April 24, 2015, Innate Pharma SA signed a co-development and commercialization agreement with AstraZeneca, along with MedImmune, to accelerate and broaden the development of its proprietary anti-NKG2A antibody, IPH2201, including in combination with MEDI4736, an anti-PD-L1 immune checkpoint inhibitor proprietary of AstraZeneca. The financial terms of the signed agreement include cash payments of up to \$1.275 billion (including a \$250 million initial payment) as well as double digit royalties on sales. The agreement includes co-promotion rights in Europe for 50% of the profits in this territory for Innate Pharma. According to this co-development agreement, Innate Pharma will carry out several Phase II trials.
| In million euros | Assets | Liabilities | P&L |
|---|---|---|---|
| Cash and cash equivalents | 223.5 | ||
| Revenue from collaboration and licensing agreements | 2.5 | ||
| Trade payables | 45.8 | ||
| Other non-current liabilities | 173.4 | ||
| Financial revenue (FX gain) | 1.8 | ||
| Total | 223.5 | 219.2 | 4.3 |
This agreement includes a limited license for the combination of IPH2201 and MEDI4736 and an option for the whole rights relating to anti-NKG2A. Innate Pharma is in charge of carrying out several Phase II trials. When some predefined success criteria are reached, AstraZeneca will exert its option and will be in charge of the Phase III trials and commercialization. Innate Pharma will have the option to participate to the commercialization in Europe.
The interim consolidated financial statements for the six-month period ended June 30, 2015 have been prepared in accordance with IAS 34, 'Interim Financial Reporting' from the International Financial Reporting Standards (IFRS) as adopted by the European Union. They should be read in conjunction with the annual consolidated financial statements at December 31, 2014 prepared in accordance with IFRS as adopted by the European Union and presented in paragraph 20.1 of the "Document de Référence" submitted to the French stock-market regulator, the "Autorités des Marchés Financiers", on March 12, 2015.
On April 24, 2015, the Company signed a co-development and commercialization agreement with AstraZeneca / MedImmune. The initial payment was received on June 30, 2015 for an amount of €223.5m, generating a €1.8m exchange difference gain. The amount to recognize as revenue (€221.7m) is spread over the basis of the costs Innate Pharma is engaged to bear in the context of the agreement. At June 30, 2015, the amount not yet in revenue amounts to €219.2m (€45.8m as "Operational liabilities" and €173.4m as "Other non-current liabilities".
The accounting policies applied are the same as those adopted in the preparation of the annual financial statements at December 31, 2014 in accordance with IFRS as adopted by the European Union.
Application of the following new and amended standards is mandatory for the first time for the financial period beginning on January 1, 2015 and, as such, they have been adopted by the Company:
None of these amendments and interpretations has a significant impact on the financial statements of the Company for the six-month period ended June 30, 2015.
The following new standards, amendments to existing standards and interpretations have been published but are not applicable in 2015, and have not been early adopted by the Company:
IFRS 14 "Regulatory deferral accounts", mandatory for annual periods beginning on or after January 1, 2016;
IFRS 15 "Revenue from contracts with customers", mandatory for annual periods beginning on or after January 1, 2017;
Interim consolidated financial statements do not include all the information relating to financial risks described in the annual consolidated financial statements. The main financial risk to which the Company is exposed is foreign exchange risk. The Company did not identify other risks than the ones presented in the 2014 reference document.
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Cash and cash equivalents | 274,767 | 64,286 |
| Current financial assets | 4,158 | 4,952 |
| Cash, cash equivalents and current financial assets | 278,925 | 69,238 |
Cash and cash equivalents are composed of current accounts and fixed term accounts.
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Current accounts | 258,600 | 39,685 |
| Fixed term accounts | 16,167 | 24,601 |
| Cash and cash equivalents | 274,767 | 64,286 |
Fixed terms accounts owned by the Company respect the criteria to be classified as cash equivalents: amounts invested are indeed available on a day to day basis the capital is free of risk and easily convertible into know amounts of cash.
In order to diversify its investments, the Company subscribed some shares of a "fonds commun de placement" (mutual fund). Valuation of these shares at June 30, 2015 amounts to 3,036 thousand s of euros (3,030 thousands of euros at December 31, 2014, the change in fair value being recognized in Other Comprehensive Income). Amounts invested on this support are available on a day to day basis and easily convertible in a well -known amounts of cash. However, the capital is not free of risk.
The Company also invested into a bond portfolio. The valuation of this portfolio amounts to 1,122 thousands of euros at June 30, 2015. This asset is designated as a held-to-maturity investment valuated at amortized cost.
Current receivables are analysed as follows (in thousands of euros):
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Research tax credit and CICE | 9,868 | 6,554 |
| Prepaid expenses | 3,424 | 1,162 |
| VAT refund | 932 | 1,052 |
| Trade receivables | 463 | 426 |
| Liquidity contract – Cash position | 335 | 233 |
| Prepayments made to suppliers | 216 | 328 |
| Grants and government subsidies | 32 | 237 |
| Other receivables | 255 | 83 |
| Current receivables and prepayments | 15,525 | 10,075 |
The book value of trade payables is considered to be a reasonable approximation of their fair value. Trade receivables are related to Bristol-Myers Squibb and mainly correspond to the subcontracting costs necessary to complete some trials currently being performed by the Company.
At June 30, 2015, current receivables include a €0.3m VAT credit relating to the fourth quarter of the fiscal year 2013. The reimbursement of this credit is subject to a contentious procedure towards the Tribunal Administrative (Administrative Court). The Company is confident in its ability to collect this receivable.
| Anti-NKG2A rights |
Other intangible assets |
Total intangible assets |
|
|---|---|---|---|
| Year ended December 31, 2014 | |||
| Net opening balance | - | - | - |
| Acquisitions | 7 000 | - | 7,000 |
| Depreciation | (1 638) | - | (1 638) |
| Net closing balance | 5,362 | - | 5,362 |
| 6-month period ended June 30, 2015 | |||
| Net opening balance | 5,362 | - | 5,362 |
| Acquisitions | - | - | - |
| Depreciation | (629) | - | (629) |
| Net closing balance | 4,732 | - | 4,732 |
On February 5, 2014, Innate Pharma SA acquired from Novo Nordisk A/S full development and commercialization rights to the anti-NKG2A antibody, a first-in-class immune checkpoint inhibitor. The financial counterpart (€2m and 600,000 shares issued at a unit price of €8.33) was recognized as an intangible asset and amortized on a straight-line basis on the anticipated length of the Phase II trials planned by the Company (that is to say end of 2017). The depreciation plan was updated at June 30, 2015 to take into consideration the impact of the agreement signed with AstraZeneca on the estimated duration of the trials.
Tangible assets can be broken down as follows (in thousands of euros):
| Lands and buildings (1) |
Laboratory equipment and other tangible assets |
Tangible assets in progress |
Total | |
|---|---|---|---|---|
| Year ended December 31, 2014 | ||||
| Net opening balance | 4,794 | 1,434 | 30 | 6,258 |
| Acquisitions | - | 384 | - | 384 |
| Disposals | - | (2) | - | (2) |
| Depreciation | (298) | (409) | - | (707) |
| Reclassification | - | 30 | (30) | - |
| Net closing balance | 4,496 | 1,437 | - | 5,931 |
| 6-month period ended June 30, 2015 | ||||
| Net opening balance | 4,496 | 1,437 | - | 5,931 |
| Acquisitions | - | 201 | 32 | 233 |
| Disposals | - | - | - | - |
| Depreciation | (149) | (199) | - | (348) |
| Net closing balance | 4,347 | 1,438 | 32 | 5,816 |
(1) Gross value of the land amounts to 772 thousand euros. The land is not depreciated.
This line item is analyzed as follows (in thousands of euros):
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Suppliers | 7,004 | 6,846 |
| Tax and social liabilities | 2,949 | 2,386 |
| Other payables (grants) | 37 | 205 |
| Deferred income | 47,381 | 885 |
| Trade payables | 57,372 | 10,322 |
Deferred income is related to the part of the initial payment received from AstraZeneca which will be recognized over the course of the next twelve months (€45.8m).
This line item breaks down as follows (in thousands of euros):
| June 30, 2015 | December 31, 2014 | |
|---|---|---|
| Finance leases | 462 | 453 |
| Total – Current financial liabilities | 462 | 453 |
| BPI France (ex Oséo) | 1,500 | 1,500 |
| Finance leases | 2,021 | 2,253 |
| Total – Non current financial liabilities | 3,521 | 3,753 |
| Total financial liabilities | 3,983 | 4,206 |
Financings from BPI France accounted as financial liabilities are grants that are reimbursable in the event of success or free interest loan for innovation (PTZI). They do not bear any interest.
Lease-finance obligations relate primarily (i) the real estate transaction in relation the acquisition by the Company of its new headquarters and main laboratories, as well as (ii) laboratory equipment, office furniture and computer equipment.
The amounts presented in current liabilities at June 30, 2015 are to be repaid within 12 months. The other items are mainly fixed assets acquired by finance-lease.
The table below details the repayment schedule of the aforementioned borrowings (in thousands of euros):
| Repayment schedule | 06/2016 | 06/2017 | 06/2018 | 06/2019 | ≥06/2020 | Total |
|---|---|---|---|---|---|---|
| BPI France (ex Oséo) | - | 150 | 300 | 300 | 750 | 1,500 |
| Finance leases | 462 | 482 | 502 | 524 | 513 | 2,483 |
| Total | 462 | 632 | 802 | 824 | 1,263 | 3,983 |
The table below details the repayment schedule for the contractual flow (principal and interest) of the aforementioned borrowings (in thousands of euros):
| Repayment schedule | 06/2016 | 06/2017 | 06/2018 | 06/2019 | ≥06/2020 | Total |
|---|---|---|---|---|---|---|
| BPI France (ex Oséo) | - | 150 | 300 | 300 | 750 | 1,500 |
| Finance leases | 554 | 554 | 554 | 554 | 1,677 | 3,893 |
| Total | 554 | 704 | 854 | 854 | 2,427 | 5,393 |
The Company's pension benefits correspond to indemnities due to employees who leave the Company in the context of their retirement. The Company uses an external actuary firm so as to evaluate this provision corresponding to the fair value of the obligations not covered by plan assets.
The other non-current liabilities are composed of the part of the upfront payment received from AstraZeneca which will be recognized in profit and loss after the period ended June 30, 2016.
At December 31, 2014, the share capital was composed of 52,970,392 common shares with a 0.05 euro par value, or a share capital amounting to 2,648,519.60 euros.
On February 5, 2015, the Executive Board minuted the exercise of 1,000 stock-options 2005, 60,000 BSAAR-2011 and 500 BSAAR-2012 bringing the share capital to 2,651,594.60 euros (53,031,892 shares). The exercise price received by the Company was recorded as share capital to 3 thousand euros and an issue premium for 124 thousand euros.
On March 4, 2015, the Executive Board minuted the subscription of 51,872 ordinary shares reserved for employees as part of a Company Savings Plan (Plan d'Epargne Entreprise) and the exercise of 1,500 stock-options 2005 bringing the share capital to 2,654,263.20 euros (53,085,264 shares). The exercise price received by the Company was recorded as share capital to 3 thousand euros and an issue premium for 94 thousand euros.
On April 14, 2015, the Executive Board minuted the exercise of 58,000 stock-options 2005, 23,500 BSAAR-2010 and 7,000 BSAAR-2012 bringing the share capital to 2,658,688.20 euros (53,173,764 shares). The exercise price received by the Company was recorded as share capital to 4 thousands euros and an issue premium for 282 thousands euros.
On July 1, 2015, the Executive Board minuted the exercise of 1,000 stock-options 2005, 35,000 BSA-2008, 11,546 BSA-2011-1, 51,940 BSA-2011-2, 50,500 BSA-2013, 22,000 BSAAR-2010, 164,000 BSAAR-2011 and 14,600 BSAAR-2012 between April 14, and May, 2015, 2015, bringing the share capital to 2,676,217.50 euros (53,524,350 shares). The exercise price received by the Company was recorded as share capital to 17 thousands euros and an issue premium for 685 thousands euros.
The Executive Board dated July 29, 2011, as per delegation given by the General Meeting of shareholders dated June 29, 2011, authorized the issuance of 325,000 BSA including 100,000 BSA-2011-1 and 225,000 BSA-2011-2, to independent members of the Supervisory Board, consultants and members of the Scientific Committee. Each BSA was subscribed for 0.01 euro and gives right to the subscription of a new share at a price of 1.77 euros.
The Executive Board dated July 17, 2013, as per delegation given by the General Meeting of shareholders dated June 28, 2013, authorized the issuance of 237,500 BSA-2013 to an independent member of the Supervisory Board, consultants and members of the Scientific Committee. Each BSA-2013 was subscribed for 0.01 euro and gives right to the subscription of a new share at a price of 2.36 euros. 62,500 BSA-2013 remained to be allocated on BSA-2013 300,000 authorized by the Assembly. The Executive Board of September 18, 2013, upon authorization of the Supervisory board, allocated 50,000 BSA-2013-1 to a consultant of the Company. Each BSA was subscribed for 0.01 euro and gives right to the subscription of a new share at a price of 2.35 euros. The subscription price received by the Company was recorded as an issue premium for respectively 2 and 1 thousand euros.
The Executive Board dated July 16, 2014, as per delegation given by the General Meeting of shareholders date March 27, 2014, authorized the issuance of 150,000 BSA-2014 to consultants. Each BSA-2014 was subscribed for 0.01 euro and gives right to the subscription of a new share at a price of 8.65 euros. The subscription price received by the Company was recorded as an issue premium for 2 thousand euros.
The Executive Board dated April 27, 2015, as per delegation given by the General Meeting of shareholders date April 27, 2015, authorized the issuance of 80,000 BSA-2015-1 to members of the Supervisory Board and members of the Scientific Board. Each BSA-2015-1 can be subscribed for 0.96 euro and gives right to the subscription of a new share at a price of 9.59 euros. The subscription period is ongoing at the date of this report and will terminate on September 25, 2015.
On June 18, 2010, the Company distributed 100,000 redeemable warrants ("BSAAR-2010") to company officers and certain employees, as per a delegation given by the General Meeting of shareholders dated June 23, 2009. All BSAAR were acquired by beneficiaries. Each BSAAR-2010 will give beneficiaries the option to acquire one new share of the Company at a price of 2.34 euros. The exercise period terminated on June 18, 2015, all the BSAAR-2010 have been subscribed by the beneficiaries.
On September 9, 2011, as per delegation given by the General Meeting of shareholders dated June 29, 2011, the Company proposed 1,000,000 BSAAR-2011 to certain employees and company officers. On January 11, 2012, the Executive Board minuted the subscription of 650,000 BSAAR-2011 out of the 1,000,000 proposed BSAAR. Each BSAAR-2011 gives right to the subscription of one new share at a price of 2.04 euros. Since September 9, 2013, the BSAAR-2011 have been entirely available. The exercise period was fixed to 10 years from their issuance date.
On May 27, 2013, as per delegation given by the General Meeting of shareholders dated June 28, 2012, the Company proposed 200,000 BSAAR-2012 to employees. On July 3, 2013, the Executive Board minuted the subscription of 146,050 BSAAR-2012 out of the 200,000 proposed BSAAR. Each BSAAR-2012 gives right to the subscription of one new share at a price of 2.04 euros. Since May 27, 2015, the BSAAR-2012 have been entirely available. The exercise period of the BSAAR-2012 was fixed to 10 years from their issuance date. The subscription price received by the Company was booked in share premium for 16 thousand euros.
At June 30, 2015, the number of shares that could be issued from outstanding warrants (536,814), outstanding stock-options (60,000 shares) and outstanding repayable warrants (470,150) totaled 1,066,964, representing approximately 1.95% of the Company's share capital based on the existing number of shares on a fully diluted basis (i.e. 54,591,314).
From August 31, 2012, the Company has mandated Gilbert Dupont to manage this liquidity contract. At June 30, 2015, the Company held 26,811 treasury shares (33,310 at December 31, 2014) for a total amount of 351 thousand euros (266 thousand euros at December 31, 2014). The balance of the liquidity contract at the same date was 335 thousands of euros (233 thousands of euros at December 31, 2014). These own shares are deducted from the equity in the consolidated financial statements.
For the six-month period ended June 30, 2015, revenue from collaboration and licensing agreements mainly came from the co-development and commercialization agreement signed with AstraZeneca in April 2015. The amount recognized in turnover at June 30, 2015 amounts to €2.5m (see paragraph 2 "Accounting policies").
The line item is also composed of revenue from collaboration and licensing agreements signed with Bristol-Myers Squibb and is composed of the following elements
At June 30, 2015, estimate of the amount of research tax credit for the first half period is calculated on the basis of eligible expenses in the period (30% of these expenses).
Cost of supplies and consumable materials consists mainly in procurement of the Company's drug substances and/or drug products manufactured by third-parties.
Other purchases and external expenses are analyzed as follows (in thousands of euros):
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Subcontracting | (4,689) | (5,061) |
| Non-scientific advisory and consulting | (693) | (503) |
| Travel expenses and participation to congresses | (538) | (581) |
| Leases, maintenance and utilities | (463) | (417) |
| Scientific advisory and consulting | (396) | (403) |
| Marketing, communication and public relations | (170) | (187) |
| Attendance fees | (100) | (100) |
| Telecommunications and postal services | (56) | (41) |
| Insurance | (50) | (55) |
| Bank charges | (16) | (12) |
| Others, net | (44) | 3 |
| Other purchases and external expenses | (7,214) | (7,358) |
The increase of the non-scientific and consulting fees results from the legal fees relating to the agreement signed with AstraZeneca.
This item line amounted to €5.1m and €3.6m for the six-month periods ended June 30, 2015 and 2014 respectively. The Company had 110 employees at June 30, 2015 (compared to 90 at June 30, 2014).
The rise of the item mainly results from the recruitment of around twenty employees, which represents a 20% increase of the staff (€0.9m) and an increase of the collective bonus following the agreement AstraZeneca.
Other expenses are analyzed as follows (in thousands of euros):
| June 30, 2015 | June, 2014 | |
|---|---|---|
| Taxes | (139) | (112) |
| Other expenses | (76) | (42) |
| Other expenses | (215) | (150) |
Financial income and expenses can be analyzed as follows (in thousands of euros):
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Gains on financial instruments | 331 | 242 |
| Foreign exchange gains | 2,020 | 72 |
| Other financial income | 179 | 23 |
| Financial income | 2,370 | 338 |
| Interests on borrowings and finance-leases | (72) | (86) |
| Foreign exchange losses | (103) | (54) |
| Other financial expenses | (123) | (4) |
| Financial expenses | (298) | (143) |
| Financial income and expenses, net | 2,073 | 195 |
At June 30, 2015, the line item is mainly composed of an exchange difference gain relating to the receipt of the initial payment of the agreement signed with AstraZeneca (€1.9m).
Interest paid on borrowings notably includes the finance lease agreement relating to the acquisition and refurbishment of the Company's main premises.
Taking into account its stage of development which prevents management from making sufficiently reliable financial forecasts, the Group does not recognize deferred tax assets. Temporary differences mainly result from finance leases, provision for defined benefit obligation and tax loss carry forward. At June 30, 2015, the net amount of deferred tax liabilities excluding tax loss carry forward was 75 thousand euros (72 thousands of euros at December 31, 2014).
Taking into account the tax regulations, the Company had tax losses to be carried forward with no time limit for a total amount of €154m at December 31, 2014 (€127m at December 31, 2014).
On April 2, 2012, Platine Pharma Services SAS received a proposed adjustment following a tax audit. The adjustment amounts to 91 thousand euros. The management of Platine Pharma Services is contesting this adjustment. The period subject to the tax audit was prior to the acquisition by Transgene of an equity interest in Platine Pharma Services. Therefore, in accordance with the liabilities guarantee clause, the contingent liability resulting from this adjustment would only concern Innate Pharma SA.
Innate Pharma is exposed to contingent liabilities relating to legal actions before the labor court happening in the ordinary course of its activities. Each known litigation or procedure in course the Company is involved in was analyzed at the closing date after consultation of advisors. On the basis of the information made available to the Company, Innate Pharma does not consider having any risk as of today. Consequently, no provision was recognized at June 30, 2015.
The following compensations were granted to members of the executive committee of the Company and were expensed during the period under review (in thousands of euros):
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Salaries and short-term employee benefits | 711 | 398 |
| Extra pension benefits | 6 | 7 |
| Consultancy fees | 311 | 235 |
| Key management compensation | 1,028 | 640 |
There were seven members of the executive committee at June 30, 2015 (six at June 30, 2014).
Basic earnings per share are calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Net loss for the period | (6,974) | (9,039) |
| Weighted average number of ordinary shares issued (in thousands) |
53,160 | 47,337 |
| Basic loss per share (€ per share) | (0.13) | (0.19) |
Diluted loss per share is calculated by adjusting the weighted number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. At June 30, 2013 and 2014, warrants, stock options and free shares allocated but not yet acquired did not have a dilutive effect. Indeed, they incur an increase of the earning per share. Therefore, the diluted earning per share is equal to the earning per share.
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Net loss for the period | (6,974) | (9,039) |
| Weighted average number of ordinary shares issued (in thousands) |
43,160 | 47,337 |
| Adjustment for warrants, stock options and free shares (in thousands) |
- | - |
| Basic loss per share (€ per share) | (0.13) | (0.19) |
The Executive Board dated July 1, 2015, as per delegation given by the General Meeting of shareholders dated April 27, 2015, proposed 1,499,207 BSAAR-2015 to some employees and corporate officers of the Company and 25,000 BSA-2015-2 to a member of the Supervisory Board. The subscription period will terminate on November 30, 2015.
The income statement by function is set out below (amounts in thousands of euros):
| June 30, 2015 | June 30, 2014 | |
|---|---|---|
| Revenue from collaboration and licensing agreements | 3,092 | 1,027 |
| Government financing for research expenditures | 3,344 | 3,110 |
| Operating revenue | 6,436 | 4,137 |
| Research and development expenses | (12,754) | (10,890) |
| General and administrative expenses | (2,728) | (2,310) |
| Operating expenses | (15,482) | (13,200) |
| Operating income / (loss) | (9,046) | (9,063) |
| Financial income (expenses), net | 2,073 | 195 |
| Share of profit (loss) of associates and joint ventures | - | (170) |
| Net income / (loss) | (6,974) | (9,039) |
In accordance with IFRS 8 – Operating segments, the information presented above is based on the internal reporting presented to the Chief Operating Decision Maker. Segments defined by the Company are General and administrative (G&A) expenses and research and development expenses (R&D). The core activity of the Company consists of managing a portfolio of drug candidates (identification and development of drug-candidates). Costs related to this activity are merged in the R&D segment. Costs of the support activities (finance, human resources, legal…), are merged in the G&A segment.
I hereby declare, to the best of my knowledge, that the financial statements for the last six month period have been prepared in accordance with generally accepted accounting principles and give a true and fair view of the assets and liabilities, the financial position and the results of the Company, and that the interim financial report beginning on page 3 reflects the changes in the turnover, results and financial position of the Company and of all of the entities included within the consolidation scope as well as a description of the principle risks and uncertainties for the six months to come.
Chairman of the Executive Board Monsieur Hervé Brailly
Laure-Hélène Mercier Director, Investors Relations 117, Avenue de Luminy - BP 30191 13 009 Marseille FRANCE Tel:+33 (0)4 30 30 30 87 Fax:+33 (0)4 30 30 30 00
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