Quarterly Report • Oct 15, 2014
Quarterly Report
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This is a free translation into English of Adocia' 2014 interim financial report issued in the French language for informational purposes only
A French société anonyme (corporation) with €621,187.60 in share capital Registered office: 115, avenue Lacassagne, 69003 Lyon
Lyon Trade and Companies Registry no. 487 647 737
I hereby certify that, to my knowledge, the condensed financial statements for the six months ended June 30, 2014 have been prepared in accordance with applicable accounting standards and give a true and fair view of the company's assets and liabilities, financial position and income, and that the accompanying interim management report gives a true and fair view of the significant events of the first six months of the year, their impact on the financial statements, major related-party transactions and a description of the major risks and uncertainties for the remaining six months of the year.
Gérard Soula Chairman and Chief Executive Officer of Adocia
The first months of 2014 were highlighted by a high activity and by the announcement of major results, the company collecting the benefits of the investments made in 2013.
First, on the scientific front, the company announced two exciting clinical results:
With its major results, the company has continued to develop its products and has prepared two new studies which will be launched in the third quarter: a Phase 2 clinical study dose-response on ultrafast BioChaperone Lispro's insulin and a Phase 2 clinical study on fast-acting human insulin Hinsbet.
Finally, the company announced positive pre-clinical results on a ultra-fast concentrated Lispro BioChaperone U300 insulin. This fourth product based on insulin developed by Adocia would be the first formulation of concentrated ultra-fast action and could meet the needs of diabetic patients who require large doses of insulin.
The company with its product for the treatment of diabetic foot ulcers is still expecting a response from the Indian Regulatory Authority to launch its Phase III clinical trial in India.
On the financial front, the company has increased its visibility in the financial community, by confirming its eligibility to the tax operation PEA-PME and establishing an ADR (American Deposit Receipt) program for the US market.
This high activity and the different announcements have had an impact on the stock market of the Adocia share price which experienced a strong growth in the first half of 2014: the stock exchange which has closed at €5.96 at the end of 2013 went up to more than €16.95 in June to close at €14.15 on June 30. This increase was joined by an increase in the average trading volume which is of 48,000 shares (compared to 5,000 shares per day on average in 2013).
None.
The company results as of June 30, 2014 reflect :
The table below summarizes the interim financial statements prepared for the six-month periods ended June 30, 2014 and June 30, 2013:
| 06/30/2014 | 06/30/2013 | |
|---|---|---|
| In € thousands | ||
| Operating revenue | 1 874 | 2 739 |
| Research and development expenses | (6 607) | (6 460) |
| General and administrative expenses | (826) | (926) |
| Operating expenses | (7 433) | (7 386) |
| Operating income (loss) | (5 559) | (4 647) |
| Financial income | 14 | 25 |
| Net income (loss) | (5 545) | (4 622) |
| Average number of shares (in thousands) | 6 212 | 6 203 |
| Net earnings per share (in €) | (0,9) | (0,7) |
The following table provides details on operating income for each period:
| 06/30/2014 | 06/30/2013 | |
|---|---|---|
| In € thousands IFRS | ||
| Research and cooperation agreements | 186 | (47) |
| Income from licenses | 952 | |
| Revenue (a) | 186 | 905 |
| Grants, public financing and research tax credits (b) | 1 688 | 1 834 |
| Operating income (a)+(b) | 1 874 | 2 739 |
Operating revenues for the first half of 2014 ended June 30 have decreased by 32% compared with those reported during the same period in 2013.
| In € thousands IFRS | 06/30/2014 | 06/30/2013 |
|---|---|---|
| Research and development expenses | (6 607) | (6 460) |
| General and administrative expenses | (826) | (926) |
| Operating Expenses | (7 433) | (7 386) |
Operating expenses at EUR 7.4 million recorded in the first half were flat compared with those reported last year.
| 06/30/2013 | 31/12/2013 | |
|---|---|---|
| In € thousands IFRS | ||
| Cash and cash equivalents | 15 929 | 19 415 |
| Assets | 19 845 | 24 729 |
| Equity | 13 881 | 19 130 |
| Financial debts | 2 393 | 2 317 |
The risk factors affecting the company are presented in Chapter 4 of the registration document filed with the Autorité des marchés financiers (AMF) and available on the company's website: www.adocia.com. There were no new risk factors for the first half of 2014.
Relations with related parties during the period are presented in the notes to the interim financial reporting prepared under IAS 34 below (Part 5).
French société anonyme (corporation) with €621,328.60 in share capital Registered office: 115 avenue Lacassagne, 69003 Lyon
Period: January 1 to June 30, 2014
| STATEMENT OF FINANCIAL POSITION | Notes | 06/30/2014 | 12/31/2013 |
|---|---|---|---|
| ASSETS - (in € thousands) | |||
| Intangible assets | 1 | 3 | |
| Laboratory equipment | 4.1 | 534 | 528 |
| Other property, plant and equipment | 4.1 | 464 | 418 |
| Financial assets | 4.5 | 263 | 244 |
| NON-CURRENT ASSETS | 1 262 | 1 194 | |
| Inventories | 109 | 124 | |
| Trade and similar receivables | 4.3 | 139 | 2 |
| Other current assets | 4.4 | 2 406 | 3 993 |
| Cash and cash equivalents | 15 929 | 19 415 | |
| CURRENT ASSETS | 18 583 | 23 535 | |
| ** GRAND TOTAL ** | 19 845 | 24 729 |
| STATEMENT OF FINANCIAL POSITION | Notes | 06/30/2014 | 12/31/2013 |
|---|---|---|---|
| LIABILITIES - (in € thousands) | |||
| Share capital | 621 | 621 | |
| Share premium | 49 031 | 48 810 | |
| Group reserves | (30 226) | (26 008) | |
| Group net profit/loss | (5 545) | (4 293) | |
| NON-CONTROLLING INTERESTS | |||
| EQUITY | 4.6 | 13 881 | 19 130 |
| Long-term financial debt | 4.7 | 687 | 1 814 |
| Long-term provisions | 4.8 | 312 | 252 |
| NON-CURRENT LIABILITIES | 999 | 2 066 | |
| Short-term financial debt | 4.7 | 1 571 | 420 |
| Other current financial liabilities | 4.7 | 133 | 83 |
| Trade and similar payables | 4.9 | 2 055 | 1 784 |
| Other current liabilities | 4.9 | 1 205 | 1 245 |
| CURRENT LIABILITIES | 4 964 | 3 532 | |
| ** GRAND TOTAL ** | 19 845 | 24 729 |
| STATEMENT OF COMPREHENSIVE INCOME | Notes | 06/30/2014 | 30/06/2013 |
|---|---|---|---|
| (in € thousands) | |||
| Revenue | 4.11 | 186 | 905 |
| Other income | 4.12 | 1 688 | 1 834 |
| Total income | 1 874 | 2 739 | |
| Operating expenses excluding additions and reversals | 4.13 | (7 298) | (7 149) |
| Additions to and reversals of depreciation, | 4.15 | (136) | (238) |
| PROFIT/LOSS FROM ORDINARY OPERATING ACTIVITIES | (5 559) | (4 647) | |
| Other operating income and expenses | 0 | 0 | |
| PROFIT/LOSS FROM ORDINARY OPERATING ACTIVITIES | (5 559) | (4 647) | |
| Financial income | 51 | 71 | |
| Financial expense | (37) | (46) | |
| FINANCIAL INCOME/EXPENSE | 4.16 | 14 | 25 |
| PROFIT/LOSS BEFORE TAX | (5 545) | (4 622) | |
| Tax expense | 0 | ||
| NET PROFIT/LOSS | (5 545) | (4 622) | |
| Non-controlling interests | 0 | ||
| GROUP NET PROFIT/LOSS | (5 545) | (4 622) | |
| Base earnings per share (€) | 4.17 | (0,9) | (1) |
| Diluted earnings per share (€) | (0,9) | (1) | |
| GROUP NET PROFIT/LOSS | (5 545) | (4 622) | |
| Other comprehensive income | 0 | ||
| TOTAL PROFIT/LOSS FOR THE YEAR | (5 545) | (4 622) |
| CHANGES IN EQUITY | Number of | Capital | Additional | Reserves | Group total | |
|---|---|---|---|---|---|---|
| (in € thousands) | shares | paid-in | and profit | equity | ||
| capital | ||||||
| 12/31/2012 | 6 197 876 | 619 | 48 498 | (26 090) | 23 028 | |
| Profit/loss for the period | ||||||
| Capital increase | 0 | |||||
| Share-based payments | 11 200 | 1 | (1) | (2) | 11 198 | |
| Other comprehensive income | 0 | |||||
| Capital increase expenses | 0 | |||||
| Other | 309 | |||||
| 06/30/2013 | 6 211 876 | 621 | 48 811 | (30 302) | 19 129 | |
| Profit/loss for the period | (4 293) | (4 293) | ||||
| Capital increase | 0 | 0 | ||||
| Share-based payments | 14 000 | 1 | (1) | 86 | 86 | |
| Other comprehensive income | 0 | |||||
| Capital increase expenses | 0 | |||||
| Other | 314 | (5) | 309 | |||
| 12/31/2013 | 6 211 876 | 621 | 48 811 | (30 302) | 19 129 | |
| Profit/loss for the period | (5 545) | (5 545) | ||||
| Capital increase | 0 | 0 | ||||
| Share-based payments | 1 400 | 0 | (0) | 61 | 61 | |
| Other comprehensive income | 0 | |||||
| Capital increase expenses | 0 | |||||
| Other | 221 | 15 | 236 | |||
| 06/30/2014 | 6 213 276 | 621 | 49 031 | (35 771) | 13 881 |
| STATEMENT OF CASH FLOWS | 06/30/2014 | 06/30/2013 |
|---|---|---|
| (in € thousands) | ||
| Net profit/loss | (5 545) | (4 622) |
| Net depreciation, amortization & provisions (excl. current assets) | 201 | 229 |
| Capital gains and losses on non-current assets | (26) | |
| Calculated income and expenses | 169 | 43 |
| Cash flow from operations after cost of net financial debt and tax | (5 200) | (4 349) |
| Cost of net financial debt | 0 | |
| Tax expense (including deferred taxes) | 0 | |
| Cash flow from operations before cost of net financial debt and tax | (5 200) | (4 349) |
| Taxes paid | 0 | |
| Change in working capital requirement (including employee benefits) | 1 750 | 7 160 |
| NET CASH FLOW GENERATED BY OPERATING ACTIVITIES | (3 450) | 2 811 |
| Acquisitions of property, plant and equipment & intangible assets | (262) | (103) |
| Disposals of property, plant and equipment & intangible assets | 26 | |
| Acquisitions of non-current financial assets | 0 | |
| Disposals of non-current financial assets | 0 | |
| Other cash flows related to investing activities | 202 | 400 |
| NET CASH FLOW RELATED TO INVESTING ACTIVITIES | (34) | 297 |
| Capital increase | 0 | |
| New loans and reimbursable advances | 0 | |
| Repayments of loans and reimbursable advances | 0 | (400) |
| Net financial interest paid | 0 | |
| Other cash flows related to financing activities | 0 | |
| NET CASH FLOW RELATED TO FINANCING ACTIVITIES | 0 | (400) |
| 0 | ||
| CHANGE IN NET CASH AND CASH EQUIVALENTS | (3 484) | 2 708 |
| Opening cash | 19 415 | 30 462 |
| Closing cash | 15 929 | 22 814 |
Components of net cash and cash equivalents analyzed by type and reconciliation with the balance sheet:
| NET CASH AND CASH EQUIVALENTS | 06/30/2014 | 12/31/2013 |
|---|---|---|
| (in € thousands) | ||
| Short-term investment securities (due in < 3 months) | 13 934 | 15 765 |
| Cash on hand | 1 996 | 3 650 |
| Net cash and cash equivalents | 15 929 | 19 415 |
Unless otherwise specified, the amounts presented in these notes are in € thousands
Adocia is a corporation (société anonyme) formed under French law on December 22, 2005. It focuses on the research and development of innovative products for the treatment of chronic diseases.
The company has been listed on NYSE Euronext (compartment C) since February 20, 2012.
Adocia's condensed financial statements under IFRS for the period from January 1 to June 30, 2014 were approved for publication by the board of directors on July 23, 2014.
None.
In accordance with EU regulation 1606/2002 of July 19, 2002 on international standards, Adocia's interim financial statements for the period ended June 30, 2013 were prepared according to the standards and interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Union as of the reporting date.
These standards, available on the website of the European Commission (http://ec.europa.eu/internal_market/accounting/ias_fr.htm), include the international accounting standards (IAS and IFRS) and the interpretations of the Standing Interpretations Committee (SIC) and the IFRS Interpretations Committee (IFRIC).
The interim financial statements were prepared in accordance with international financial reporting standard IAS 34 (condensed interim financial reporting).
They do not include all the information and notes as presented in the year-end financial statements. They should therefore be read in conjunction with the company's financial statements for the year ended December 31, 2013, which are available at www.adocia.com.
The going concern assumption was used given the company's financial ability (available cash assets) to meet its financing requirements over the next 12 months.
The accounting principles and methods used by the company for the interim financial statements are the same as those used in the financial statements for the year ended December 31, 2013.
In addition, the new mandatory texts applicable to fiscal years beginning on January 1, 2013 are as follows:
IFRS 10 – Consolidated financial statements (applicable to fiscal years beginning on or after January, 2014) – Replaces IAS 27 « Consolidated and separate financial statements » and SIC 12 « Consolidated - special purpose entities ». The standard provides a model where the consolidation of an entity is based on the exclusive concept of control and supplies guidance – in situations where it is difficult to assess the control;
IFRS 11 – Joint arrangements (applicable to fiscal years beginning on or after January, 2014) – replaces IAS 31: the recognition of partnerships has to be based on the substance of agreements and mainly on rights analysis and legal obligations that result.
These new standards are not being developed as part of the interim financial reporting since the impacts are considered immaterial.
New standards, amendments and interpretations applicable at a later date and adopted by the European Union:
The company has not applied these interpretations in advance. None is expected to have a material impact on the financial statements.
To prepare the financial statements in accordance with IFRS, certain estimates, judgments and assumptions have been made by the company's management, which may have affected the amounts shown for the assets, liabilities and contingent liabilities as of the date of preparation of the financial statements, and the amounts shown for income and expenses during the year.
These estimates are based on the going concern assumption and on the information available at the time they were made. They are assessed continuously based on past experience and various other factors deemed reasonable which form the basis of the estimates of the carrying amount of the assets and liabilities. The estimates may be revised if the circumstances on which they were based change or as a result of new information. Actual results may differ significantly from these estimates based on different assumptions or conditions.
In preparing these interim financial statements, the main judgments made by management and the main assumptions used are the same as those used to prepare the financial statements for the fiscal year ended December 31, 2013.
The first months of 2014 were highlighted by a high activity and by the announcement of major results, the company collecting the benefits of the investments made in 2013.
First, on the scientific front, the company announced two exciting clinical results:
With its major results, the company has continued to develop its products and has prepared two new studies which will be launched in the third quarter: a Phase 2 clinical study dose-response on ultrafast BioChaperone Lispro's insulin and a Phase 2 clinical study on fast-acting human insulin Hinsbet.
Finally, the company announced positive pre-clinical results on a ultra-fast concentrated Lispro BioChaperone U300 insulin. This fourth product based on insulin developed by Adocia would be the first formulation of concentrated ultra-fast action and could meet the needs of diabetic patients who require large doses of insulin.
The company with its product for the treatment of diabetic foot ulcers is still expecting a response from the Indian Regulatory Authority to launch its Phase III clinical trial in India.
On the financial front, the company has increased its visibility in the financial community, by confirming its eligibility to the tax operation PEA-PME and establishing an ADR (American Deposit Receipt) program for the US market.
This high activity and the different announcements have had an impact on the stock market of the Adocia share price which experienced a strong growth in the first half of 2014: the stock exchange which has closed at €5.96 at the end of 2013 went up to more than €16.95 in June to close at €14.15 on June 30. This increase was joined by an increase in the average trading volume which is of 48,000 shares (compared to 5,000 shares per day on average in 2013).
| GROSS AMOUNT (in € thousands) |
Laboratory equipment |
Fixtures and facilities |
Furniture, office |
Total |
|---|---|---|---|---|
| equipment | ||||
| Total value at December 31, 2013 | 1 623 | 670 | 558 | 2 852 |
| Acquisitions | 101 | 2 | 106 | 210 |
| Disposals | 0 | 0 | (1) | (1) |
| Total value at June 30, 2014 | 1 724 | 673 | 664 | 3 061 |
| DEPRECIATION AND IMPAIRMENT (in € thousands) |
Laboratory equipment |
Fixtures and facilities |
Furniture, office equipment |
Total |
|---|---|---|---|---|
| Total value at December 31, 2013 | 1 094 | 368 | 443 | 1 905 |
| Additions | 96 | 24 | 39 | 158 |
| Reversals/Disposals | 0 | 0 | 0 | 0 |
| Total value at June 30, 2014 | 1 190 | 392 | 481 | 2 063 |
| NET AMOUNT (in € thousands) |
Laboratory equipment |
Fixtures and facilities |
Furniture, office equipment |
Total |
|---|---|---|---|---|
| Total value at December 31, 2013 | 529 | 302 | 116 | 947 |
| Total value at June 30, 2014 | 534 | 281 | 183 | 998 |
The company owns two assets financed through leasing with an acquisition cost of K€72 for the first and K€85 for the second, financed for 3 and 4 years.
On the basis of the same rules as those of December 31, 2013, the company did not recognize any deferred tax assets as of June 30, 2014.
| TRADE RECEIVABLES (in € thousands) |
06/30/2014 | 12/31/2013 |
|---|---|---|
| Gross amount | 139 | 2 |
| Impairment | ||
| Total net value | 139 | 2 |
All receivables are not yet due.
| OTHER CURRENT ASSETS | 06/30/2014 | 12/31/2013 |
|---|---|---|
| (in € thousands) | ||
| Research tax credit | 1 686 | 3 214 |
| VAT claims | 322 | 244 |
| Receivables from suppliers | 94 | 269 |
| Pre-paid expenses | 234 | 250 |
| Miscellaneous | 70 | 17 |
| Total other current assets | 2 406 | 3 993 |
All other current assets are due in less than one year.
As of June 30, 2014, the research tax credit is estimated on the basis of research expenses incurred as of that date and eligible for the research tax credit.
Pre-paid expenses relate to current expenses.
The miscellaneous item includes social security claims and other receivables.
The only financial assets measured at fair value are cash and cash equivalents, which include money market mutual funds in euros, time accounts quoted in an active market and interest-bearing accounts. They therefore constitute level 1 financial asset at fair value.
For easier cross-reference between periods, the number of shares has been restated to reflect the decision by the shareholders' meeting on October 24, 2011 to approve a 10-for-1 stock split and to grant 10 shares, each with a par value of €0.10, for a previously held share with a par value of €1.
The company was created on December 22, 2005.
| Number of shares (*) |
Ordinary shares |
Preferred shares - category A |
Preferred shares - category B |
Nominal amount (euros) |
|
|---|---|---|---|---|---|
| At January 1, 2007 | 140 000 | 140 000 | 1 400 000 | ||
| 10/19/2007 - Capital increase | 93 339 | 93 339 | 933 390 | ||
| 12/20/2007 - Capital increase | 46 668 | 46 668 | 466 680 | ||
| 10/22/2009 - Reduction of par value | -2 520 063 | ||||
| 10/22/2009 - Capital increase | 119 007 | 119 007 | 119 007 | ||
| 01/20/2010 - Grant of bonus shares | 1 050 | 1 050 | 1 050 | ||
| 04/06/2010 - Capital increase | 5 424 | 5 424 | 5 424 | ||
| 06/06/2010 - Grant of bonus shares | 140 | 140 | 140 | ||
| 06/18/2010 - Capital increase | 1 283 | 1 283 | 1 283 | ||
| 12/10/2010 - Capital increase | 37 630 | 37 630 | 37 630 | ||
| 03/04/2011 - Grant of bonus shares | 1 050 | 1 050 | 1 050 | ||
| 06/17/2011 - Grant of bonus shares | 140 | 140 | 140 | ||
| 10/24/2011 - Reduction of par value | 4 011 579 | 21 420 | 2 730 159 | 1 260 000 | 0 |
| 12/15/2011 - Grant of bonus shares | 1 400 | 1 400 | 140 | ||
| 02/14/2012 - Issue of IPO shares | 1 592 798 | 1 592 798 | 159 280 | ||
| 02/14/2012 - Conversion of preferred shares | |||||
| to ordinary shares | 4 433 510 | -3 033 510 | -1 400 000 | 0 | |
| 03/07/2012 - Grant of bonus shares | 10 500 | 10 500 | 1 050 | ||
| 03/17/2012 - Issue of IPO shares | 130 268 | 130 268 | 13 027 | ||
| 06/15/2012 - Grant of bonus shares | 2 800 | 2 800 | 280 | ||
| 12/19/2012 - Grant of bonus shares | 2 800 | 2 800 | 280 | ||
| 03/26/2013 - Grant of bonus shares | 8 400 | 8 400 | 840 | ||
| 06/18/2013 - Grant of bonus shares | 2 800 | 2 800 | 280 | ||
| 12/13/2013 - Grant of bonus shares | 2 800 | 2 800 | 280 | ||
| 04/02/2014 - Grant of bonus shares | 1 400 | 1 400 | 140 | ||
| At June 30, 2014 | 6 213 276 | 6 213 276 | 0 | 0 | 621 328 |
All the shares issued are fully paid-up.
The company owns treasury shares under its liquidity agreement.
Following the initial public offering, preferred shares were converted into ordinary shares and the Ratchet stock warrants became null and void.
At December 13, 2013 and in accordance with the authorization granted by the extraordinary shareholder's meeting on June 18, 2013, the board of directors decided to issue 20.000 stock warrants to independent directors, raising the number of stock warrants issued to 20.210. The totality of stock warrants was subscribed in January 2014.
The main characteristics of the stock warrants and the principal assumptions used to measure the fair value of the options based on the Black-Sholes model are as follows:
| BSPCE12-2013 | BSPCE12-2013 | BSA12-2013 | |||
|---|---|---|---|---|---|
| situation at 06/30/2014 | Plan No. 1 | Plan No. 2 | |||
| Recipients | employees | employees | independent directors |
||
| Number of warrants issued | 28 000 | 22 400 | 20 000 | ||
| Number of warrants granted | 28 000 | 22 400 | 20 000 | ||
| Number of warrants subscribed | 28 000 | 22 400 | 20 000 | ||
| Date of shareholders' meeting | 06/18/2013 | ||||
| Date of Board of Directors' meeting | 12/13/2013 | ||||
| Issue price | free 0,588 € |
||||
| Strike price | 5,76 € | 5,88 € | |||
| Deadline to exercise warrants | 12/13/2023 | ||||
| Start date to exercise options | 1/4: Jan. 1, 2014 1/4: Jan. 1, 2015 1/4: Jan. 1, 2016 1/4: Jan. 1, 2017 |
1/4: Jan. 1, 2015 1/4: Jan. 1, 2016 1/4: Jan. 1, 2017 1/4: Jan. 1, 2018 |
|||
| Parity | One warrant for one share | ||||
| Dividend yield | none | ||||
| Volatility | 67% | ||||
| Risk-free rate of return | 2% (iBoxx Sovereign AA 7-10) |
In accordance with the authorization granted by the company's ordinary and extraordinary shareholders' meeting on June 18, 2013, at its meeting on December 13, 2013 the board of directors decided to issue, free of charge, a total of 50.400 BSPCE to certain company employees which give a right to subscribe for 50.400 new shares, each with a par value of €0.10.
The main characteristics of the stock purchase warrants and the principal assumptions used to measure the fair value of the options based on the Black-Sholes model are detailed in the above table.
The totality of the start-up company stock purchase warrants has been subscribed
| Date of shareholders' meeting / Type | No. of | No. of shares | No. of rights | Maximum number |
|---|---|---|---|---|
| rights | issued | canceled | of shares to be | |
| granted | issued | |||
| 01/20/2008 - Bonus shares | 42 000 | (39 900) | (2 100) | 0 |
| 06/06/2008 - Bonus shares | 11 200 | (5 600) | (5 600) | 0 |
| 12/15/2009 - Bonus shares | 5 600 | (2 800) | 2 800 | |
| 03/05/2010 - Bonus shares | 5 600 | (2 800) | 2 800 | |
| 12/07/2010 - Bonus shares | 5 600 | (1 400) | 4 200 | |
| At June 30, 2013 | 70 000 | (52 500) | (7 700) | 9 800 |
During the first half year 2014, the following transactions have occurred:
| BONUS SHARES - Date of ESM decision | 20/12/2007 | 20/12/2007 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 20/12/2007 | ||||||||||||
| Date of grant by the Board of Directors | 01/23/2008 06/06/2008 |
12/15/2009 | ||||||||||
| Number of vesting years | 2 | 3 | 4 | 5 | 2 | 3 | 4 | 5 | 2 | 3 | 4 | 5 |
| Performance condition | No | No | No | No | No | No | No | No | No | No | No | No |
| Total number of bonus shares granted | 10 500 | 10 500 | 10 500 | 10 500 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 |
| Share value on grant date (euros) | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 |
| Fair value of a bonus share (euros) | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 |
| Initial valuation (€ thousands) | 90 | 90 | 90 | 90 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 |
| Number of bonus shares to be issued at 12/31/2012 | - | - | - 10 500 |
- | - | - | 1 400 | - | - | 1 400 | 1 400 | |
| Number of bonus shares granted | ||||||||||||
| Number of bonus shares canceled | (2 100) | |||||||||||
| Number of bonus shares definitively granted | (8 400) | (1 400) | (1 400) | |||||||||
| Number of bonus shares to be issued at 12/31/2013 | - | - | - - |
- | - | - | - | - | 1 400 | |||
| Number of bonus shares granted | ||||||||||||
| Number of bonus shares canceled | ||||||||||||
| Number of bonus shares definitively granted | ||||||||||||
| Number of bonus shares to be issued at 06/30/2014 | 1 400 | |||||||||||
| June 2013 accounting expenses (€ thousands) | -17 | 1 | 4 | |||||||||
| June 2014 accounting expenses (€ thousands) | 0 | 0 | 1 |
| BONUS SHARES - Date of ESM decision | 20/12/2007 | 20/12/2007 | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Date of grant by the Board of Directors | 03/05/2010 | 12/07/2010 | |||||||
| Number of vesting years | 2 | 3 | 4 | 5 | 2 | 3 | 4 | 5 | |
| Performance condition | No | No | No | No | No | No | No | No | |
| Total number of bonus shares granted | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 1 400 | 64 400 |
| Share value on grant date (euros) | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | |
| Fair value of a bonus share (euros) | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | 8,57 | |
| Initial valuation (€ thousands) | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 552 |
| Number of bonus shares to be issued at 12/31/2012 | - | 1 400 | 1 400 | 1 400 | - | 1 400 | 1 400 | 1 400 | 23 100 |
| Number of bonus shares granted | 0 | ||||||||
| Number of bonus shares canceled | -2 100 | ||||||||
| Number of bonus shares definitively granted | -1 400 | -1 400 | -14 000 | ||||||
| Number of bonus shares to be issued at 12/31/2013 | - | - | 1 400 | 1 400 | - | 1 400 | 1 400 | 7 000 | |
| Number of bonus shares granted | 0 | ||||||||
| Number of bonus shares canceled | 0 | ||||||||
| Number of bonus shares definitively granted | -1 400 | -1 400 | |||||||
| Number of bonus shares to be issued at 06/30/2014 | 1 400 | 1 400 | 1 400 | 5 600 | |||||
| June 2013 accounting expenses (€ thousands) | 3 | 6 | -2 | ||||||
| June 2014 accounting expenses (€ thousands) | 2 | 4 | 7 |
There was no decision on a dividend distribution in the first half of 2014.
The company's policy is to maintain a solid capital base and promote the liquidity of transactions in order to safeguard investor and creditor confidence and support future business development.
To this end, a liquidity agreement was signed in March 2012 with Banque BIL (now called DSF Market). This agreement was suspended on April 23, 2013 and reactivated on June 25, 2013 with a €0.4 million decrease in the amount of resources allocated. It was cancelled on April 30, 2014. At that moment 15.026 treasury shares and K€502 were reported in the contract.
In May 2014, the company mandated to the Kepler Capital Markets SA company the management of this liquidity agreement with the following resources allocated: K€300 and 15.026 treasury shares. As of June 30, 2014, under this agreement 18.075 treasury shares were recognized as a deduction from equity and cash in the amount of K€200 was recorded as short-term financial assets.
| FINANCIAL DEBT | Current | Non-current | Total | Bank |
|---|---|---|---|---|
| (in € thousands) | overdrafts | |||
| Reimbursable advances | 1 571 | 687 | 2 259 | |
| Other financial debt | 133 | 133 | 0 | |
| Total financial debt | 1 705 | 687 | 2 392 | 0 |
| REIMBURSABLE ADVANCES | (in € thousands) | Historical | |
|---|---|---|---|
| cost | |||
| Value at December 31, 2013 | 2 234 | 2 441 | ( A ) |
| -0 | |||
| Grant during the year | 0 | ||
| Repayment during the year | 0 | ||
| Discount on grant during the year | 0 | ||
| Financial expenses | 24 | ||
| Value at June 30, 2014 | 2 259 | 2 441 | ( B ) |
| Long-term portion | 687 | ||
| Short-term portion | 1 571 |
As part of the osteoporosis project, the company signed an agreement with Oséo on March 12, 2007 under which it received a reimbursable advance totaling €2,250,000 for the development of a new system for local controlled release of growth factors for bone regeneration. After fulfilling all the technical and financial conditions, the company received the full amount of this assistance in 2010.
As stipulated in the agreement, the company repaid the first installment of €300,000 on April 5, 2012 and the second installment of €400,000 on April 2, 2013. The terms of the agreement stipulated a minimum repayment of the fixed sum of €700,000.
During March 2014, the company submitted a claim for the program failure and provided a complete report requesting the recognition of the program's technical and commercial failure. Following this request and the instruction start by BpiFrance, the company has been informed that all payments relative to this advance were suspended until March 2015. In the first half of 2014, scientific and financial reviews were conducted by experts commissioned by BpiFrance.
The case investigation should be completed before the end of this year and should enable to status on the €1,550,000 outstanding advance which will be repayable only if the BPI France recognizes the technical and/or commercial success of the financed project. In case of failure program recognition, this advance will be registered as grant.
As part of its insulin project, the company signed an agreement with Oséo on April 25, 2012, under which it received a reimbursable advance of €800,000 for the development of a fast-acting human insulin formulation, including the launch of a phase IIa clinical trial.
After fulfilling all the technical and financial conditions, the company received the full amount of this reimbursable assistance on April 30, 2012.
In the event of technical and/or commercial success, the advance will be repayable in full in accordance with a defined payment schedule.
In the event of technical and/or commercial failure, the terms of the agreement stipulated the repayment of the fixed sum of €280,000, of which €130,000 in 2017 and €150,000 in 2018.
The fair value of the new advance received was determined based on a 3% annual interest rate.
As part of its business development in new markets (India and China), the company signed a business development agreement with Coface (French insurance company for foreign trade) on October 26, 2012 in return for the payment of a premium equivalent to 2% of the annual budget.
Under the terms of the agreement, Coface guarantees the reimbursement of 75% of the expenses incurred during the four-year guarantee period, which runs from October 1, 2012 to September 30, 2016.
The company agreed to repay the sums received from Coface according to the Terms and Conditions set out in the agreement during an amortization period that runs until September 30, 2021.
The sums repaid will first be deducted, by the same amount, from the amount of the advance granted for the first guarantee period and then for the following periods, it being understood that such repayments:
For the expenses incurred during the first insured period, i.e. from October 1, 2012 to September 30, 2013, the company received the sum of €91,000 on December 17, 2013.
| ( B ) in € thousands | 12/31/2013 | Less than 1 | 1 to 5 years More than 5 | |
|---|---|---|---|---|
| year | years | |||
| Osteoporosis advance | 1 550 | 450 | 1 100 | |
| Insulin advance (2012) | 800 | 0 | 280 | 520 |
| Coface advance (2013) | 91 | 91 |
| ( B ) in € thousands | 06/30/2014 | Less than 1 | 1 to 5 years More than 5 | |
|---|---|---|---|---|
| year | years | |||
| Osteoporosis advance | 1 550 | 1 550 | 0 | 0 |
| Insulin advance (2012) | 800 | 0 | 280 | 520 |
| Coface advance (2013) | 91 | 0 | 91 | 0 |
Other financial debt relates to two lease financing commitment for an amount of €16,000 made in year 2013 and 2014, of which €21,000 was repaid during the period.
| PROVISIONS (in € thousands) |
Employee benefits | Other long-term provisions |
Provisions for risks and charges - less than one year |
Total |
|---|---|---|---|---|
| Value at December 31, 2013 | 252 | 0 | 0 | 252 |
| Additions | 60 | 60 | ||
| Reversal of used provisions | 0 | |||
| Reversal of unused provisions | 0 | |||
| Value at June 30, 2014 | 312 | 0 | 0 | 312 |
| (in € thousands) | 06/30/2014 | 12/31/2013 |
|---|---|---|
| Subsidiary accounts | 968 | 1 105 |
| Notes payable | 0 | |
| Invoices pending | 1 086 | 678 |
| Trade payables | 2 055 | 1 784 |
| Customer credit balances | 0 | |
| Tax and social security liabilities | 1 205 | 1 245 |
| Other debt | 0 | 0 |
| Unearned income | 0 | 0 |
| Other current liabilities | 1 205 | 1 245 |
| TOTAL CURRENT OPERATING LIABILITIES | 3 260 | 3 029 |
The company's current liabilities are as follows:
All trade payables and other current liabilities are payable within less than one year.
The "Other tax and social security liabilities" line includes accrued tax and social security expenses.
| INCOME STATEMENT | Notes | 06/30/2014 | 30/06/2013 |
|---|---|---|---|
| (in € thousands) | |||
| Research agreements and license revenue | 4.11 | 186 | 905 |
| Grants, public financing and research tax | 4.12 | 1 688 | 1 834 |
| Income | 1 874 | 2 739 | |
| Cost of goods sold | (403) | (366) | |
| Payroll expense | 4.14 | (3 004) | (2 866) |
| External charges | 4.13 | (3 847) | (3 869) |
| Taxes | (43) | (48) | |
| Depreciation, amortization & provisions | 4.15 | (161) | (238) |
| Other current operating income and | 25 | ||
| Operating expenses | (7 433) | (7 386) | |
| PROFIT/LOSS FROM ORDINARY OPERATING | (5 559) | (4 647) | |
| Non-recurring operating income and | 0 | ||
| expenses | |||
| PROFIT/LOSS FROM OPERATING ACTIVITIES | (5 559) | (4 647) |
Breakdown of expenses by function:
| EXPENSES BY FUNCTION | 06/30/2014 | 30/06/2013 |
|---|---|---|
| (in € thousands) | ||
| Research and development costs | (6 607) | (6 460) |
| Administrative costs | (826) | (926) |
| Operating expenses | (7 433) | (7 386) |
Research and development costs are as follows:
| RESEARCH AND DEVELOPMENT COSTS | 06/30/2014 | 30/06/2013 |
|---|---|---|
| (in € thousands) | ||
| Cost of goods sold | (395) | (341) |
| Payroll expense | (2 464) | (2 350) |
| External charges | (3 607) | (3 536) |
| Taxes | (35) | (39) |
| Depreciation, amortization & provisions | (107) | (195) |
| Total research and development costs | (6 607) | (6 460) |
| REVENUE (in € thousands) |
06/30/2014 | 30/06/2013 |
|---|---|---|
| Research agreements | 186 | (47) |
| License revenue | 0 | 952 |
| Other | ||
| Total | 186 | 905 |
Revenue consists of two research agreements related to the formulations of monoclonal antibody.
| OTHER INCOME | 06/30/2014 | 30/06/2013 |
|---|---|---|
| (in € thousands) | ||
| Project financing | 0 | 0 |
| Research tax credit | 1 686 | 1 830 |
| Other | 2 | 4 |
| Total | 1 688 | 1 834 |
These are mainly in-vivo studies, clinical trials, lease payments and all the company's operating expenses.
| Payroll expense is as follows: | ||
|---|---|---|
| PAYROLL EXPENSE | 06/30/2014 | 30/06/2013 |
| (in € thousands) | ||
| Wages and salaries | 2 120 | 1 998 |
| Social contributions | 885 | 868 |
| Total payroll expense | 3 004 | 2 866 |
| STAFF | 06/30/2014 | 30/06/2013 |
|---|---|---|
| Technicians | 37 | 36 |
| Management personnel | 40 | 35 |
| Total employees | 77 | 71 |
At June 30, 2014, the company had 28 postdoctoral researchers.
Over 80% of employees are assigned directly to research and development activities.
Net depreciation, amortization and provisions are as follows:
| DEPRECIATION, AMORTIZATION AND IMPAIRMENT | 06/30/2014 | 30/06/2013 |
|---|---|---|
| (in € thousands) | ||
| Depreciation of property, plant and equipment | 138 | 212 |
| Amortization of intangible assets | ||
| Depreciation of leased assets | 23 | 11 |
| Depreciation, amortization and provisions for fixed assets | 161 | 223 |
| Provisions for risks and charges (additions) | 15 | |
| Provisions for current assets (additions) | ||
| Reversals | ||
| Additions to/Reversals of Depreciation, Amortization and | 161 | 238 |
| Provisions |
The cost of net financial debt is as follows:
| FINANCIAL INCOME/EXPENSE | 06/30/2014 | 30/06/2013 |
|---|---|---|
| (in € thousands) | ||
| Cash and cash equivalents income | 51 | 71 |
| Interest on conditional advances | (27) | (46) |
| Cost of net financial debt | 24 | 25 |
| Foreign exchange gains and losses | 0 | |
| Other financial income and expenses | (11) | |
| FINANCIAL INCOME/EXPENSE | 14 | 25 |
| 06/30/2014 | 30/06/2013 | |
|---|---|---|
| Consolidated net profit/loss | (5 545) | (4 622) |
| (in € thousands) | ||
| Average number of shares | 6 212 564 | 6 205 961 |
| Net earnings per share (in euros) | (0,9) | (0,7) |
Equity instruments outstanding are not included in the calculation of earnings per share since they are considered anti-dilutive given the company's losses over previous fiscal years.
The amount of director's fees allocated to members of the board of director has been approved by the board of Director's meeting held on June 18, 2013 and is for a maximum amount of €70,000 per year. It remains unchanged for the fiscal year.
The amount allocated for the first half of 2014 was therefore €20,000.
Compensation paid to the management and supervisory bodies is as follows:
| (in € thousands) | 06/30/2014 | 30/06/2013 |
|---|---|---|
| Fixed gross compensation | 181 | 175 |
| Variable gross compensation | 90 | 80 |
| Exceptional gross compensation | 0 | 100 |
| Benefits in kind | 4 | 4 |
| Directors' fees | 20 | 21 |
| TOTAL | 295 | 380 |
The company's head office is located to 115, avenue Lacassagne, 69003 in Lyon, on two floors in a building of business incubation center dedicated to biotechnology company, with a total surface of 2.032m2 .
The company also signed a rental agreement for parking spaces which has been effected for October 13, 2011.
Rental fees (excluding the rental charges) are amounted to €173,000 and the provisions for property charges represent an additional €171,000 for the first half year.
1.1 PERIOD FROM JANUARY 1 TO JUNE 30, 2014
Statutory auditors' report on the interim financial reporting
115, boulevard Stalingrad C.S. 52038 69616 Villeurbanne Cedex Corporation with €275,000 in share capital
Statutory Auditor Member of the Compagnie Régionale de Lyon
Tour Oxygène 10-12, boulevard Marius Vivier Merle 69393 Lyon Cedex 03 Simplified joint stock company with variable capital
Statutory Auditor Member of the Compagnie Régionale de Versailles
Adocia
PERIOD FROM JANUARY 1 TO JUNE 30, 2014
Pursuant to the mission entrusted to us by your shareholders' meetings, and in application of Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we have:
These condensed interim financial statements were prepared under the responsibility of the board of directors. It is our task, on the basis of our review, to express a conclusion on these financial statements.
We have conducted our review in accordance with the accounting standards applicable in France. A review 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 condensed interim financial statements are not prepared in all material respects in accordance with IAS 34, a standard of the IFRS as adopted by the European Union applicable to interim financial reporting.
We also verified the information provided in the interim management report in respect of the condensed interim financial statements subject to our review.
We have no observation to make as to its fairness and consistency with the condensed interim financial statements.
Villeurbanne and Lyon, July 24, 2014
The Statutory Auditors
ODICEO ERNST & YOUNG et Autres
Sylvain Boccon-Gibod Sylvain Lauria
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