Interim / Quarterly Report • Sep 15, 2022
Interim / Quarterly Report
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French joint-stock corporation (société anonyme) with share capital of €788,580.16 Registered office: 36, avenue de l'Europe Immeuble l'Etendard Energy III 78140 Vélizy Villacoublay, France Registered in the Versailles Trade and Companies Register under no. 504 937 905
| 1 | DECLARATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT AT JUNE 30, 2022______ |
3 |
|---|---|---|
| 2 | REVIEW OF OPERATIONS _________ |
4 |
| 2.1 | SUMMARY OF THE INTERIM FINANCIAL STATEMENTS AT JUNE 30, 20224 | |
| 2.2 | SIGNIFICANT EVENTS OF FIRST-HALF 20225 | |
| 2.2.1 | Adapting governance5 | |
| 2.2.2 | Strengthening the financial structure5 | |
| 2.2.3 2.2.4 |
Preparing for the resumption of implants in October 2022 5 Impact of Covid-196 |
|
| 2.3 | SUBSEQUENT EVENTS 6 | |
| 2.4 | NEXT STEPS7 | |
| 2.5 | MAIN RISK FACTORS 7 | |
| 3 | 2022 INTERIM FINANCIAL STATEMENTS_______ | 8 |
| 3.1 | BALANCE SHEET 8 | |
| 3.2 | INCOME STATEMENT10 | |
| 4 | NOTES TO THE 2022 INTERIM FINANCIAL STATEMENTS __ |
12 |
| 4.1 | SIGNIFICANT EVENTS DURING THE PERIOD 13 | |
| 4.2 | SIGNIFICANT ACCOUNTING POLICIES13 | |
| 4.2.1 | General principles and conventions 13 | |
| 4.2.2 | Additional information 14 | |
| 4.3 | ADDITIONAL INFORMATION ON THE BALANCE SHEET18 | |
| 4.3.1 4.3.2 |
Movements in non-current assets 18 Movements in depreciation and amortization19 |
|
| 4.3.3 | Movements in inventories19 | |
| 4.3.4 | Movements in provisions 20 | |
| 4.3.5 4.3.6 |
Receivables and payables by maturity20 Share capital21 |
|
| 4.3.7 | Other balance sheet details25 | |
| 4.4 | ADDITIONAL INFORMATION ON THE INCOME STATEMENT 27 | |
| 4.4.1 | Sales27 | |
| 4.4.2 | Operating subsidies 27 | |
| 4.4.3 4.4.4 |
Applied research and development costs 27 Research tax credit27 |
|
| 4.4.5 | Non-recurring income and expenses27 | |
| 4.4.6 | Information on related companies28 | |
| 4.5 | FINANCIAL COMMITMENTS AND OTHER INFORMATION 28 | |
| 4.5.1 | Financial commitments28 | |
| 4.5.2 | Other information 29 |
I hereby declare that, to the best of my knowledge, the financial statements presented for the six months ended June 30, 2022 were prepared in accordance with applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and results of the Company, and that the interim review of operations on pages 4 to 7 presents a true and fair view of the significant events that took place during the first half of the year, their impact on the financial statements and the main transactions between related parties, along with a description of the principal risks and uncertainties for the remaining six months of the year.
Stéphane Piat Chief Executive Officer, Carmat
| Selected financial information | |||
|---|---|---|---|
| Income statement | 6 months ended |
12 months ended |
6 months ended |
| (in millions of euros) | June 30, 2022 | Dec. 31, 2021 | June 30, 2021 |
| Net revenue | 0.0 | 2.2 | 0.0 |
| Net operating income (expense) | (25.1) | (60.4) | (25.5) |
| Net financial income (expense) | (1.9) | (3.3) | (1.5) |
| Net non-recurring income (expense) | 0.0 | 0.0 | 0.0 |
| Research and innovation tax credit | 0.9 | 1.9 | 0.7 |
| Net profit (loss) | (26.0) | (61.9) | (26.4) |
| Balance sheet | |||
| (in millions of euros) | June 30, 2022 | Dec. 31, 2021 | June 30, 2021 |
| Total assets | 81.0 | 69.1 | 87.1 |
| Total equity | 0.2 | (13.5) | 19.3 |
| (Net cash)/ Net debt* | 6.4 | 12.8 | (17.6) |
| Cash flow statement | 6 months ended |
12 months ended |
6 months ended |
| (in millions of euros) | June 30, 2022 | Dec. 31, 2021 | June 30, 2021 |
| Cash and cash equivalents at beginning of period | 39.2 | 36.0 | 36.0 |
| Net cash from (used in) operating activities | (30.5) | (60.2) | (29.4) |
| Net cash from (used in) investing activities | (1.1) | (1.8) | (1.0) |
| Net cash from (used in) financing activities | 39.8 | 65.1 | 52.3 |
| Cash and cash equivalents at end of period | 47.4 | 39.2 | 57.9 |
* Long-term financial liabilities plus short-term financial liabilities less cash
and cash equivalents.
CARMAT did not record any sales during the first half of 2022, as a result of its decision to suspend implants voluntarily and temporarily in December 2021.
The Company is building up inventories of implantable prostheses with the objective to resume implants in October 2022, provided that regulatory approvals are granted by relevant authorities.
During the first half of this year, CARMAT's efforts and resources were predominantly focused on:
The Company kept operating expenses under control even as extensive resources were deployed to make the prosthesis more reliable and secure the supply chain, leading to an operating loss of €25.1 million for the first half of 2022 (compared to a loss of €22.5 million for the first half of 2021).
Taking into account the net financial loss (-€1.9 million) and the Tax Credit (+€0.9 million), the net loss amounted to €26.0 million in the first half of 2022 (compared to a loss of €26.4 million for the first half of 2021).
As of June 30, 2022, the Company's cash position stood at €47.4 million compared to €39.2 million at December 31, 2021 and €57.9 million at June 30, 2021.
Cash flow from (used in) operating and investing activities represented a cash outflow of €31.6 million, a very slight increase on first-half 2021 (€30.4 million outflow).
In the first half of 2022, the Company obtained the following funds:
Based on its current business plan, CARMAT's confirmed financial resources1 should enable it to fund its operations until March 2023.
The Company is confident that it is well positioned to raise additional funding needed for future development and commercialization.
The Combined Shareholders' Meeting of May 11, 2022 approved the reduction of the term of office of the Company's directors from six to three years. At the date of publication of this report, the Board of Directors, chaired by Jean-Pierre Garnier, comprised 11 directors, seven of whom are independent. The terms of office of all of these directors will expire in 2025, at the end of the Shareholders' Meeting called to approve the financial statements for the year ending December 31, 2024.
On July 1, 2022, Francesco Arecchi, previously Global Market Development Director, expanded his responsibilities to include all of the Company's marketing, sales and training activities. This development follows the departure of Eric Richez, Sales Director, as planned at the end of the first half of the year.
In April 2022, the Company raised a gross €40.5 million in new funds through a private placement combined with a public offering via the PrimaryBid platform. Some of the Company's major shareholders, including Matra-Défense (Airbus group), Santé Holdings SRL (Dr Antonino Ligresti's family office), Lohas (Pierre Bastid's family office), Bratya & Corely Belgium (family offices of the Gaspard family, owner of the Lyreco group) and the pharmaceutical group Thérabel, participated in this transaction.
On December 2, 2021, following the occurrence of quality issues affecting certain components of its prosthesis, CARMAT decided to voluntarily and temporarily suspend all implants of its Aeson® artificial heart, both commercially and in clinical trials.
Based on ongoing interactions with regulatory bodies, the Company expects to resume implants in October 2022 following approvals by regulators. The Company is actively manufacturing new prostheses that incorporate improvements to avoid past quality issues from recurring.
1 Including mainly available cash and cash equivalents at June 30, 2022, the research tax credit for 2021 (€1.9 million) to be received by the end of 2022, as well as the €13 million in financing obtained from the French government to partially finance the EFICAS study (to be received as and when patients are enrolled in the study).
From December 2021, the Company focused on characterizing identified quality issues. Corrective and preventive actions were defined and implemented at Bois d'Arcy plant and by relevant suppliers and subcontractors with oversight from CARMAT.
Production with implementation of all corrective and preventive actions resumed by the end of the first quarter of 2022. Each of these actions is the subject of an assessment that is continuing.
CARMAT submitted in early August 2022 a 'notification of change' to its notified body (DEKRA). Based on usual review timeframes and current interactions, the Company is reasonably confident that regulatory approval will enable the Company to resume commercial implants of Aeson® in October in the European Union and countries that recognize CE marking.
Regarding the EFICAS clinical study in France, CARMAT submitted in early September 2022 a request to the ANSM (French National Agency for Medicine and Health Product Safety) to resume this clinical trial. Given usual review timeframes, the Company expects to receive the ANSM's approval by October, which would pave the way for the first Aeson® implants in this study of 52 patients, the aim of which is to collect medico-economic data to support Aeson®'s value proposition and reimbursement in France.
Lastly, CARMAT is working with the FDA to resume implants in the US Early Feasibility Study. CARMAT submitted two regulatory submissions to the FDA in July 2022, and plans to submit the last one in September. After their review, the Company expects to file an Investigation Device Exemption (IDE) Supplemnt's request to the FDA, that would enable enrollment of the second cohort (7 patients) of this study involving 10 patients.
In response to the substantial hospital interest in Aeson®, and in order to allow for strong momentum in implants in the months following their resumption, the Company has continued and accelerated training provided to medical centers since the beginning of the year, in particular in Germany, Italy and France.
At the end of June 2022, 17 centers had been trained (10 in Germany, 1 in Italy and 6 in France in preparation for the EFICAS study), and more will be trained during the second half of this year.
At the same time, CARMAT also continued to support the various medical centers in their attempts to secure reimbursement for therapy from the various paying agents.
Generally speaking, the impact of Covid-19 on Carmat's business activities was not significant in the first half of 2022.
However, the Company continues to closely monitor the pandemic's development and the measures taken to manage it, and may be compelled to adjust its outlook accordingly.
Between July and the date of publication of this report, the Company continued to ramp up production as planned, and still expects its first implantable prostheses to be available in October.
During this same period, Carmat continued to work with the competent authorities (Dekra, the certification body; ANSM in France; and the FDA in the United States) on the various stages of the regulatory process, the outcome of which, if positive, will allow it to resume implants of Aeson®. These different stages are detailed in section 2.2.3.
The Company's primary objective for the second half of 2022 is the effective resumption in implants from October 2022, in line with its action plan that aims to:
Risk factors are discussed in detail in Chapter 2 of the 2022 Universal Registration Document filed with the French Financial Markets Authority (Autorité des marchés financiers – AMF) under number D. 22-0332. To date, the Company is not aware of any significant changes in these risk factors.
Note that the legal provisions applicable to Carmat, whose shares are traded on Euronext Growth, do not require the issuance of an audit report by the Statutory Auditors on the interim financial statements.
| Assets (in thousands of euros) | June 30, 2022 | Dec. 31, 2021 | ||
|---|---|---|---|---|
| Gross | Depreciation, amortization and impairment |
Net | Net | |
| UNCALLED SUBSCRIBED CAPITAL (TOTAL I) | ||||
| Non-current assets | ||||
| Intangible assets (notes 4.3.1 and 4.3.2) | ||||
| Start-up costs | ||||
| Development costs | ||||
| Licenses, patents and similar rights | 2,073 | 2,067 | 6 | 88 |
| Goodwill(1) | ||||
| Intangible assets not yet available for use | ||||
| Advances and down payments | ||||
| Property, plant and equipment (notes 4.3.1 and 4.3.2) |
||||
| Land | ||||
| Buildings | ||||
| Technical plant, equipment and tooling | 11,936 | 8,248 | 3,688 | 3,992 |
| Other property, plant and equipment | 3,192 | 1,940 | 1,252 | 1,362 |
| Property, plant and equipment in progress | 2,209 | 2,209 | 1,429 | |
| Advances and down payments | ||||
| Financial assets(2) (notes 4.3.1 and 4.3.2) | ||||
| Equity-accounted investments | ||||
| Other equity interests | ||||
| Other long-term investments | ||||
| Loans | ||||
| Other financial assets | 498 | 1 | 497 | 533 |
| TOTAL II | 19,908 | 12,256 | 7,652 | 7,404 |
| Current assets | ||||
| Inventories and work in progress (note 4.3.3) | ||||
| Raw materials, supplies | 5,680 | 671 | 5,009 | 4,232 |
| Work in progress – goods | 1,416 | 546 | 870 | 1,405 |
| Semi-finished and finished goods | 15,662 | 10,070 | 5,591 | 5,459 |
| Goods for resale | 5,116 | 2 | 5,115 | 3,246 |
| Advances and down payments on orders | 3,555 | 3,555 | 3,694 | |
| Receivables(3) | ||||
| Trade notes and accounts receivable | 264 | 264 | 464 | |
| Other receivables (note 4.3.5) | 4,430 | 56 | 4,374 | 3,365 |
| Share capital subscribed, called and unpaid | ||||
| Marketable securities | ||||
| Cash instruments | ||||
| Cash | 47,368 | 47,368 | 39,192 | |
| Prepaid expenses(3) (note 4.3.7.4) | 1,199 | 1,199 | 610 | |
| TOTAL III | 84,690 | 11,344 | 73,345 | 61,668 |
| ACCRUAL ACCOUNTS |
| Deferred loan issuance costs (IV) | ||||
|---|---|---|---|---|
| Bond redemption premiums (V) | ||||
| Unrealized foreign exchange losses (VI) | 12 | 12 | 8 | |
| Grand total (I+II+III+IV+V+VI) | 104,609 | 23,600 | 81,009 | 69,080 |
| (1) Including lease rights. | ||||
| (2) Of which are due in less than one year. | 129 | 167 | ||
| (3) Of which are due in more than one year. |
| Equity and liabilities (in thousands of euros) | June 30, 2022 | Dec. 31, 2021 |
|---|---|---|
| ------------------------------------------------ | --------------- | --------------- |
| EQUITY (note 4.3.6) | ||
|---|---|---|
| Share capital (of which paid-up: €788,382) | 788 | 623 |
| Additional paid-in capital | 40,344 | 84,608 |
| Revaluation adjustments | ||
| Reserves | ||
| Legal reserve | ||
| Statutory or contractual reserves | ||
| Untaxed reserves | ||
| Other reserves | 87 | 56 |
| Retained earnings (losses carried forward) | (15,228) | (36,963) |
| Net profit (loss) for the period | (25,990) | (61,873) |
| Investment subsidies | 171 | |
| Tax-driven provisions | ||
| TOTAL I | 173 | (13,549) |
| OTHER EQUITY | ||
| Proceeds from issues of equity securities | ||
| Conditional advances (note 4.3.7.1) | 14,507 | 14,507 |
| TOTAL II | 14,507 | 14,507 |
| PROVISIONS | ||
| Provisions for contingencies | 132 | 1,594 |
| Provisions for losses (notes 4.3.4 and 4.5.1.3) | 744 | 939 |
| TOTAL III | 876 | 2,533 |
| LIABILITIES(1) | ||
| Debt | ||
| Convertible bonds | ||
| Other bonds | ||
| Bank loans and borrowings | 45,153 | 44,017 |
| Bank overdrafts | ||
| Sundry loans and borrowings (note 4.3.5) | 8,616 | 8,002 |
| Advances and downpayments received on orders in progress | ||
| Accounts payable (note 4.3.5) | ||
| Trade notes and accounts payable | 7,051 | 8,387 |
| Tax and social security payables | 4,615 | 5,177 |
| Amounts payable on non-current assets and other | ||
| Other payables | ||
| ACCRUAL ACCOUNTS | ||
| Deferred income(1) (note 4.3.7.4) | ||
| TOTAL IV | 65,435 | 65,583 |
| Unrealized foreign exchange gains | 18 | 5 |
| TOTAL V | 18 | 5 |
| Grand total (I+II+III+IV+V) | 81,009 | 69,080 |
| (1) Liabilities and deferred income due in less than one year. | 12,536 | 13,714 |
| Income statement (in thousands of euros) | 6 months ended June 30, 2022 |
6 months ended June 30, 2022 |
6 months ended June 30, 2021 |
12 months ended Dec. 31, 2021 |
|
|---|---|---|---|---|---|
| France | Export | Total | Total | Total | |
| OPERATING INCOME | |||||
| Sale of goods for resale | 3 | 3 | |||
| Production sold – goods | 2,229 | ||||
| Production sold – services | |||||
| NET REVENUE | 3 | 3 | 2,229 | ||
| Inventoried production | (1,970) | 5,782 | 7,223 | ||
| Capitalized production | |||||
| Operating subsidies | 123 | 8 | |||
| Reversals of impairment, depreciation/amortization and provisions, expense transfers |
9,774 | 7,542 | 7,110 | ||
| Other income | 17 | 0 | 109 | ||
| TOTAL OPERATING INCOME (I) | 7,947 | 13,325 | 16,679 | ||
| OPERATING EXPENSES | |||||
| Purchases of goods for resale | 1,936 | 769 | 3,542 | ||
| Change in inventories (goods for resale) | (1,870) | 556 | (2,302) | ||
| Purchases of raw materials and other supplies | 3,366 | 3,533 | 6,980 | ||
| Change in inventories (raw materials and other supplies) | (998) | (522) | (35) | ||
| Other purchases and external expenses | 11,795 | 15,472 | 34,663 | ||
| Taxes, duties and other levies | 247 | 194 | 392 | ||
| Wages and salaries | 7,541 | 6,167 | 12,161 | ||
| Social security contributions | 3,240 | 2,583 | 5,598 | ||
| Depreciation/amortization and impairment | |||||
| of non-current assets: depreciation/amortization (note 4.3.2) | 762 | 563 | 1,323 | ||
| of non-current assets: impairment | |||||
| of current assets: impairment | 6,566 | 8,856 | 12,281 | ||
| Additions to provisions (notes 4.3.4 and 4.5.1.3) | 143 | 465 | 1,944 | ||
| Other expenses | 301 | 231 | 541 | ||
| TOTAL OPERATING EXPENSES (II) | 33,028 | 38,867 | 77,088 | ||
| 1 – NET OPERATING INCOME (EXPENSE) (I-II) | (25,081) | (25,542) | (60,408) | ||
| SHARE IN INCOME FROM JOINT VENTURES | |||||
| Income allocated or loss transferred (III) | |||||
| Loss incurred or income transferred (IV) | |||||
| FINANCIAL INCOME | |||||
| Investment income | |||||
| Income from other marketable securities and non-current asset receivables |
|||||
| Other interest income |
Reversals of impairment and provisions, expense transfers
| Foreign exchange gains | 13 | 73 | 11 |
|---|---|---|---|
| Net income on sales of marketable securities | |||
| TOTAL (V) | 13 | 73 | 11 |
| FINANCIAL EXPENSES | |||
| Depreciation/amortization, impairment and provisions | 1 | ||
| Interest expense | 1,882 | 1,500 | 3,316 |
| Foreign exchange losses | 17 | 46 | 12 |
| Net expenses on sales of marketable securities | |||
| TOTAL (VI) | 1,900 | 1,546 | 3,328 |
| 2 – Net financial income (expense) (V-VI) | (1,887) | (1,473) | (3,317) |
| 3 – Recurring income (expense) before tax | |||
| (I-II+III-IV+V-VI) | (26,968) | (27,015) | (63,725) |
| Non-recurring income (note 4.4.5) | |||
| Non-recurring income on management transactions | 89 | 5 | |
| Non-recurring income on corporate actions | 110 | 16 | 41 |
| Reversals of impairment and provisions, expense transfers | |||
| TOTAL (VII) | 200 | 16 | 46 |
| NON-RECURRING EXPENSES (NOTE 4.4.5) | |||
| Non-recurring expenses on management transactions | 25 | ||
| Non-recurring expenses on corporate actions | 77 | 25 | 57 |
| Depreciation/amortization, impairment and provisions | 67 | ||
| TOTAL (VIII) | 169 | 25 | 57 |
| 4 – NET NON-RECURRING INCOME (EXPENSE) (VII-VIII) | 30 | (9) | (10) |
| Employee profit-sharing (IX) | |||
| Income tax (X) (note 4.5.4) | (947) | (671) | (1,863) |
| TOTAL INCOME (I+III+V+VII) | 8,160 | 13,413 | 16,736 |
| TOTAL EXPENSES (II+IV+VI+VIII+IX+X) | 34,151 | 39,767 | 78,609 |
| 5 – NET PROFIT (LOSS) (TOTAL INCOME – TOTAL EXPENSES) |
(25,990) | (26,354) | (61,873) |
The following sections contain notes to the balance sheet at June 30, 2022, which shows total assets of €81.009 million, and to the income statement for the six months then ended, presented in list form and showing zero revenue resulting in a net loss of €25.990 million.
The reporting period covers the six months from January 1, 2022 to June 30, 2022.
The notes and tables presented below are an integral part of the financial statements for the six months ended June 30, 2022, as approved by the Board of Directors on September 13, 2022. They are presented in thousands of euros unless otherwise stated.
On December 2, 2021, following the occurrence of quality issues affecting certain components of its prosthesis that led to the death of several patients, Carmat decided to voluntarily suspend all implants of its artificial heart on a temporary basis, both commercially and in clinical trials.
During the first half of 2022, the Company's predominant focus was therefore on taking the action needed to resume its implants: (i) relaunching production after having defined and implemented the changes needed to avoid the recurrence of the quality issues identified, (ii) completing the regulatory steps required to obtain authorization from the competent authorities to resume implants, both commercially and in clinical trials, and (iii) training and assisting hospitals so that they are ready to perform Aeson® implants as soon as they can resume.
In April 2022, the Company raised a gross €40.5 million in new funds through a private placement combined with a public offering via the PrimaryBid platform. Some of the Company's major shareholders, including Matra-Défense (Airbus group), Santé Holdings SRL (Dr Antonino Ligresti's family office), Lohas (Pierre Bastid's family office), Bratya & Corely Belgium (family offices of the Gaspard family, owner of the Lyreco group) and the pharmaceutical group Thérabel, participated in this transaction.
Based on its current business plan, Carmat's immediately available financial resources (including the proceeds from this round of fundraising) should enable it to fund its operations until March 2023.
Carmat did not report any revenue during the first half of 2022 due to the voluntary suspension of implants discussed above. The Company reported a net loss of €25.990 million for the first half of 2022, which is virtually identical to the first-half 2021 figure (€26.354 million).
No events occurred after the reporting date that are liable to alter the presentation or valuation of the interim financial statements as approved for issue by the Board of Directors on September 13, 2022.
The methods used for measuring accounting items for the period remain unchanged from the previous period.
The Company's financial statements have been prepared in accordance with French generally accepted accounting rules and principles as set out in the French General Chart of Accounts (ANC Standard 2014-03 on the Chart of Accounts issued by the French accounting standards-setter – Autorité des Normes Comptable [ANC]). The historical cost method is used as the basis for measuring accounting items.
The accounting conventions have been applied in accordance with the provisions of the French Commercial Code (Code de commerce), the Accounting Decree of November 29, 1983 and the CRC regulations concerning the new French General Chart of Accounts applicable at the end of the reporting period.
The financial statements for the six months ended June 30, 2022 have been prepared in accordance with French generally accepted accounting principles, including the principles of prudence and accrual-based accounting. They are presented on a going concern basis and accounting methods have been applied consistently from one period to the next.
Based on its current business plan, and without any additional financing, Carmat's confirmed available financial resources are sufficient for it to fund its operations until March 2023.
The going concern assumption was adopted by the Board of Directors when it approved the Company's 2022 interim financial statements for issue on September 13, 2022, based in particular on:
the research tax credit for 2021, receivable in the fourth quarter of 2022, amounting to €1.9 million;
French government funding for €13 million granted in 2020 and intended to partially finance the EFICAS2 clinical trial;
The Company's clinical, industrial and commercial development will continue to generate additional financial needs over the coming years (financing of recurring operations; ongoing R&D efforts and clinical trials; commercial development; and investments, particularly production investments) and Carmat does not expect to be self-financing for several years. Fundraising or other types of financing will therefore still be required in the coming years.
4.2.2 ADDITIONAL INFORMATION
Research and development costs are recognized as expenses in the year in which they are incurred.
Patents, licenses and other intangible assets have been measured at their cost of acquisition, excluding the expenses incurred in acquiring them.
The methods and periods of amortization used are as follows:
| Category | Method | Useful life |
|---|---|---|
| Licenses and software | Straight line | 1 to 3 years |
| Patents | Straight line | 15 years |
The gross value of property, plant and equipment corresponds to their initial book value, inclusive of any expenditure required to render the items usable, excluding costs incurred in their acquisition.
The methods and periods of depreciation used are as follows:
| Category | Method | Useful life |
|---|---|---|
| Fixtures and fittings | Straight line | 9 to 10 years |
| Technical plant | Straight line | 3 to 10 years |
| Equipment and tooling | Straight line | 2 to 6 years |
| Furniture | Straight line | 8 years |
| IT equipment | Straight line | 3 years |
2 These funds will be received as and when patients receive their implants during the EFICAS study, which is expected to resume in the fourth quarter of 2022.
In 2010, the Company entered into a liquidity agreement, the purpose of which was to improve the liquidity of transactions and regularize the Carmat share price, without impeding the normal operation of the market and without misleading third parties. To this end, the Company made €300,000 available.
On May 19, 2016, the Company transferred the liquidity agreement to Gilbert Dupont for a period of 12 months, renewable by tacit agreement.
Treasury shares acquired through the implementation of this liquidity agreement are recorded under financial assets. If necessary, an impairment loss is recognized based on the last known official stock market price.
Other financial assets are composed of the following:
Receivables and payables are measured at face value. Where applicable, receivables are impaired via provisions to take into account any collection difficulties they may potentially face. Any provisions for impairment are determined by comparison between the acquisition value and the probable realizable value.
Sales are recognized when ownership is transferred to the customer.
4.2.2.7 Translation differences and foreign exchange gains and losses
Payables and receivables in foreign currencies are measured at the reporting date exchange rate. Any resulting translation differences are recorded in the balance sheet under "Unrealized foreign exchange gains" or "Unrealized foreign exchange losses", as appropriate.
A provision is booked for the full amount of any unrealized foreign exchange losses.
Unrealized gains are not recorded in the income statement.
Foreign exchange gains and losses on trade receivables and payables are recognized in operating income.
According to the French Commercial Code and Chart of Accounts (Article 211-7), inventories are assets that meet the following criteria:
The Company's inventories and work in progress comprise goods, raw materials and other supplies, semi-finished and finished goods, and work in progress in the production process.
Inventories and work in progress were recognized as an asset on Carmat's balance sheet for the first time on December 31, 2020. They were previously expensed in the year in which they were purchased or produced, as the Company was still in the clinical phase and could not expect them to generate any future economic benefits.
Inventories and work in progress are measured at the reporting date using the methods set out in the French Chart of Accounts. Items are monitored individually and are clearly identifiable. An impairment provision is taken if their realizable value falls below their carrying amount.
Impairment is calculated taking the following factors into account:
the life cycle of items of inventory and work in progress (obsolete or short shelf-life items, damaged items or items that do not meet the requisite quality standards, etc.);
the different outlook for inventory items, distinguishing between items intended for sale and items intended for other, non-revenue-generating activities (e.g., clinical trials, training, tests, etc.). Inventories intended for other activities are fully impaired.
When the recoverable amount at year-end (market value for finished goods and goods for resale and value in use for work in progress and raw materials) is less than the carrying amount, a provision for impairment is recognized for the difference.
Impairment provisions are recognized by inventory category.
4.2.2.9 Cash in euros
Cash on hand or at bank is recorded at face value.
4.2.2.10 Cash in foreign currencies
Cash in foreign currencies is converted into euros at the exchange rate prevailing at the reporting date. Translation differences are recognized directly in profit or loss for the period as foreign exchange gains and losses.
For the purposes of the cash flow statement, cash and cash equivalents are defined as being:
Advances received from public bodies to finance the research activities of the Company and which are subject to repayment are shown under liabilities under "Other equity – Conditional advances". The corresponding interest is shown in balance sheet liabilities under "Sundry loans and borrowings".
Subsidies received are included in balance sheet liabilities at the time of payment under "Tax and social security payables".
When the milestones defined in the relevant contracts are achieved, they are recorded:
Future payments in respect of benefits granted to employees are measured according to an actuarial method (method 2 based on IAS 19 as amended published in June 2011, in compliance with ANC recommendation no. 2013-02 dated November 7, 2013), taking account of assumptions concerning changes in salaries, retirement age and mortality. The resulting amounts are then discounted to present value and entitlement capped according to the collective bargaining agreement for the metallurgy industry. These obligations are covered by provisions recorded in the balance sheet liabilities.
In addition to the legal guarantee of conformity provided for in Article 1604 of the French Civil Code and the warranty against hidden defects provided for in Article 1641 of said Code, the Company may grant customers, within the framework of its commercial offer, a commercial warranty which consists of the free supply of a certain number of replacement components, under certain limited contractually defined terms and for a contractually defined limited period of time.
The Company therefore records a provision for losses at the time the product is sold, in accordance with the principle set out in the French Chart of Accounts of matching income and expenses. The amount of the provision is based on the contractually defined terms of the guarantee and statistical considerations.
The provision is subsequently written back as necessary, to the extent of the expenses actually incurred in connection with the implementation of the guarantee and/or when the guarantee is extinguished.
A 20% social security levy on the value of the free shares is payable by the Company when the shares are fully vested by their beneficiaries. The Company therefore records a provision for expenses prorated over the vesting period (i.e., the period between the provisional grant date and the final vesting date of the shares). The provision is reversed when the social security levy is paid.
The progress of third-party sub-contract agreements for certain services is assessed at the end of each reporting period in order to allow the cost of services already rendered to be recorded under accrued expenses.
In application of the reference method (ANC 2018-01), share issue costs are recorded in the balance sheet as deductions from the share premium.
Borrowing costs are expensed as incurred.
| Gross value at | Increases | ||
|---|---|---|---|
| (in thousands of euros) | start of period | Line to line transfers |
Acquisitions |
| Licenses, patents and similar rights(1) | 2,073 | ||
| Intangible assets not yet available for use | |||
| TOTAL | 2,073 | ||
| Technical plant, equipment and industrial tooling(2) | 12,244 | 161 | 153 |
| General plant, sundry fixtures and fittings | 2,647 | ||
| Office and IT equipment, furniture | 526 | 19 | |
| Property, plant and equipment in progress | 1,429 | 959 | |
| TOTAL | 16,846 | 179 | 1,114 |
| Other financial assets(3) | 533 | 3,017 | |
| TOTAL | 533 | 3,017 | |
| Grand total | 19,451 | 179 | 4,131 |
| Decreases | ||||
|---|---|---|---|---|
| Line to line transfers |
Disposals – Scrapping |
Gross value at end of year |
Revaluation of original value at end of year |
|
| Licenses, patents and similar rights(1) | 2,073 | |||
| Intangible assets not yet available for use | ||||
| TOTAL | 2,073 | |||
| Technical plant, equipment and industrial tooling(2) | 622 | 11,936 | ||
| General plant, sundry fixtures and fittings | 2,647 | |||
| Office and IT equipment, furniture | 545 | |||
| Property, plant and equipment in progress | 179 | 2,209 | ||
| TOTAL | 179 | 622 | 17,337 | |
| Other financial assets(3) | 3,052 | 498 | ||
| TOTAL | 3,052 | 498 | ||
| Grand total | 179 | 3,675 | 19,908 |
(1) This item includes a sum of €411,284, recognized in respect of the share of the contribution in kind of €960,000 made on September 30, 2008, corresponding to the contribution of patents.
(2) The item also includes a sum of €548,716 recognized in respect of the share of the contribution in kind of €960,000 made on September 30, 2008, corresponding to the contribution of equipment and tooling.
(3) This item includes the 7,124 treasury shares held in connection with the liquidity agreement, valued at €75,792, the liquidities not invested in treasury shares as at the end of the period under the liquidity agreement for €52,821, and guarantee deposits of €369,277, comprising deposits under premises lease contracts.
| (in thousands of euros) Positions and movements for the period |
Value at start of period |
Additions for the period |
Decreases Reversals |
Value at end of period |
|---|---|---|---|---|
| Licenses, patents and similar rights | 1,985 | 82 | 2,067 | |
| TOTAL | 1,985 | 82 | 2,067 | |
| Technical plant, equipment and industrial tooling | 8,253 | 618 | 622 | 8,248 |
| General plant, sundry fixtures and fittings | 1,424 | 95 | 1,519 | |
| Office and IT equipment, furniture | 387 | 34 | 421 | |
| TOTAL | 10,064 | 747 | 622 | 10,188 |
| Grand total | 12,048 | 829 | 622 | 12,255 |
| Value at start of | Value at end of period |
||
|---|---|---|---|
| 4,682 | 1,985 | 986 | 5,680 |
| 2,273 | 1,416 | 2,273 | 1,416 |
| 16,775 | 5,368 | 6,482 | 15,662 |
| 3,246 | 1,931 | 61 | 5,116 |
| 26,976 | 10,700 | 9,802 | 27,874 |
| period | Increases | Decreases |
| (in thousands of euros) Inventories – impairment(1) |
Value at start of period |
Additions for the period |
Decreases Reversals |
Value at end of period |
|---|---|---|---|---|
| Raw materials, supplies | 450 | 325 | 105 | 671 |
| Work in progress – goods | 868 | 546 | 868 | 546 |
| Semi-finished and finished goods | 11,316 | 5,693 | 6,938 | 10,071 |
| Goods for resale | 0 | 2 | (0) | 2 |
| TOTAL | 12,633 | 6,566 | 7,910 | 11,289 |
(1) Impairment for the period breaks down by as follows by type:
- impairment related to the life cycle of items of inventory (€4.9 million versus €3.1 million at end-2021);
- impairment related to net realizable value (€3.0 million versus €3.1 million at end-2021);
- additional impairment related to quality issues identified at the end of 2021 (€3.4 million versus €6.5 million at end-2021).
| (in thousands of euros) | ||||
|---|---|---|---|---|
| Provisions | Value at start of period |
Increases Additions |
Decreases Reversals |
Value at end of period |
| Sundry risks(1) | 1,816 | 48 | 1,695 | 168 |
| Foreign exchange losses | 8 | 12 | 8 | 12 |
| Pension and similar obligations | 475 | 71 | 546 | |
| Payroll taxes on AGAP free preference shares |
234 | 13 | 97 | 150 |
| TOTAL | 2,533 | 143 | 1,801 | 876 |
| Impairment of treasury shares | 1 | 1 | ||
| Impairment of inventories and work in progress |
12,633 | 6,566 | 7,910 | 11,289 |
| Impairment of other receivables | 119 | 63 | 56 | |
| TOTAL | 12,752 | 6,566 | 7,974 | 11,345 |
| Grand total | 15,285 | 6,710 | 9,774 | 12,221 |
| Of which operational additions and reversals: | 6,709 | 9,774 | ||
Of which financial additions and reversals: 1
(1) This amount essentially comprises:
- provisions for employee disputes and breach of contract;
- provisions for commercial guarantees (see note 4.6.7.6);
- provisions related to the quality issue identified in December 2021.
| (in thousands of euros) Trade receivables |
Gross amount | Due within 1 year |
Due beyond 1 year |
|---|---|---|---|
| Trade receivables | 264 | 264 | |
| Total | 264 | 264 | |
| (in thousands of euros) Other receivables |
Gross amount | Due within 1 year |
Due beyond 1 year |
| Social security & others employee receivables | 63 | 63 | |
| Income tax(1) | 2,882 | 1,935 | 947 |
| Value-added tax | 1,205 | 1,205 | |
| Other taxes, duties and levies | 0 | ||
| Sundry receivables | 20 | 20 | |
| Total | 4,170 | 3,223 | 947 |
(1) The receivable corresponds to the research tax credit for 2021 and the estimated research tax credit for the first half of 2022.
| (in thousands of euros) Payables |
Gross amount | Due within 1 year |
Due in 1 to 5 years |
Due beyond 5 years |
|---|---|---|---|---|
| Bank loans and borrowings(1) | 45,136 | 853 | 44,283 | |
| Interest due on current account | 17 | 17 | ||
| Sundry loans and borrowings(2) | 8,616 | 495 | 8,121 | |
| Trade notes and accounts payable | 7,051 | 7,051 | ||
| Staff and related payables | 2,446 | 2,446 | ||
| Social security payables & others employee benefits | 2,042 | 2,042 | ||
| Value-added tax | ||||
| Other taxes, duties and levies | 127 | 127 | ||
| Total | 65,435 | 12,536 | 44,778 | 8,121 |
(1) This amount corresponds to bank loans (see details below) and accrued interest payable to banks
(2) This amount corresponds to the accrued interest expected on the repayable advances from Bpifrance..
| (in thousands of euros) Breakdown of bank loans and borrowings |
Gross amount | Due within 1 year |
Due beyond 1 year |
|---|---|---|---|
| EIB loan – principal(3) | 30,000 | 30,000 | |
| EIB loan – accrued interest(3) | 4,950 | 150 | 4,800 |
| BPI government-guaranteed loan – principal | 5,000 | 5,000 | |
| BPI government-guaranteed loan – accrued interest | 66 | 66 | |
| BNP Paribas government-guaranteed loan – principal | 5,115 | 631 | 4,484 |
| BNP Paribas government-guaranteed loan – accrued interest |
6 | 6 | |
| Total | 45,136 | 853 | 44,283 |
(3) Loan from the European Investment Bank (EIB): the EIB loan contract provides for certain information and operational commitments (such as limitations on authorized debt, authorized external growth operations, transfers of assets, etc.), the non-compliance of which would allow the EIB, if it deemed it necessary, to demand an early repayment of the loan. The occurrence of certain changes in the shareholding structure or a change in management not approved beforehand by the EIB would also allow the latter, if deemed necessary following discussions with the Company, to demand an early repayment of the loan. To date, Carmat complies with all of the commitments required by the EIB.
| Par value | Number of shares | ||||||
|---|---|---|---|---|---|---|---|
| Classes of shares | in euros Opening |
Created | Canceled | Redeemed | Closing | ||
| Ordinary shares | 0.04 | 15,531,787 | 4,143,282 | 19,675,069 | |||
| Preference shares | 0.04 | 33,765 | 720 | 34,485 | |||
| Total | 15,565,552 | 4,144,002 | 19,709,554 |
Changes in the Company's share capital in the first half of 2022 are detailed in note 4.3.6.2.
| 4.3.6.2 | Changes in equity | |||||||
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Capital (€) |
Additional paid-in capital & fees (€) |
Reserves (€) |
Retained earnings (losses carried forward) (€) |
Profit (loss) (€) |
Investment grants (€) |
Equity (€) |
|
| At Dec. 31, 2021 |
15,565,552 | 622,622 | 84,608,290 | 56,077 | (36,963,432) | (61,872,664) | (13,549,107) | |
| Allocation of net loss |
(61,872,664) | 61,872,664 | ||||||
| Transfer of retained earnings to additional paid-in capital (1) |
(21,735,626) | 21,735,626 | ||||||
| Net loss for the period |
(25,990,299) | (25,990,299) | ||||||
| Exercise of Kepler Cheuvreux BSA share warrants* |
50,000 | 2,000 | 700,316 | 702,316 | ||||
| Vesting of AGAP 2020-01 free preference shares* |
120 | 5 | (5) | |||||
| Vesting of AGAP 2018-03 free preference shares* |
600 | 24 | (24) | |||||
| Fundraising (April)*(2) |
4,054,282 | 162,171 | 38,676,629 | 38,838,800 | ||||
| Allocation of AGA 2022 free shares |
(1,392) | 1,392 | ||||||
| Allocation of AGA June 2022 free shares |
(12,800) | 12,800 | ||||||
| Allocation of AGAP 2022 free preference shares |
(18,616) | 18,616 | ||||||
| Vesting of AGA 2021-01 free shares* |
39,000 | 1,560 | (1,560) | |||||
| Investment subsidy |
242,464 | 242,464 | ||||||
| Portion of investment subsidies transferred to income |
(71,090) | (71,090) | ||||||
| At June 30, 2022 |
19,709,554 | 788,382 | 40,344,137 | 87,296 | (15,227,807) | (25,990,299) | 171,374 | 173,083 |
* Capital increase.
(1) Partial allocation of negative retained earnings of €21,735,626 to additional paid-in capital, decided at the Shareholders' Meeting of May 11, 2022.
(2) Net of 2022 fees for an amount of €1,716,020.
On the authorization of the Combined Shareholders' Meeting of April 5, 2018, the Board of Directors decided, on December 3, 2018, to grant 46,000 options to subscribe to ordinary shares, breaking down as follows: 23,000 A options and 23,000 B options, none of which had been exercised at the reporting date. These options entitle holders to subscribe to 46,000 new shares, following the achievement of attendance and/or performance criteria, representing 0.30% of the existing capital as of June 30, 2022, at a price of €20.35 per share, share premium included.
2019 stock options
On the authorization of the Combined Shareholders' Meeting of March 28, 2019, the Board of Directors decided, on April 1, 2019, to grant 46,000 options to subscribe to ordinary shares, none of which had been exercised at the reporting date. These options entitle holders to subscribe to 46,000 new shares, following the achievement of attendance and/or performance criteria, representing 0.30% of the existing capital as of June 30, 2022, at a price of €22.70 per share, share premium included.
The free share plan (AGA 2022-01, AGA 2022-02 and AGA 2022-03) of February 14, 2022 provided for the provisional allocation of 34,800 ordinary shares. The vesting dates for these shares are set at February 14, 2023 for the AGA 2022-01, February 14, 2024 for the AGA 2022-02, and February 14, 2025 for the AGA 2022-03.
The free share plan (AGA June 2022-01, AGA June 2022-02 and AGA June 2022-03) of June 27, 2022 provided for the provisional allocation of 319,990 ordinary shares. The vesting dates for these shares are set at June 27, 2023 for the AGA June 2022-01, June 27, 2024 for the AGA June 2022-02, and June 27, 2025 for the AGA June 2022-03.
The preference share plan (AGAP 2022) of June 27, 2022 provided for the provisional allocation of 4,654 preference shares. The vesting date for these preference shares is June 27, 2023.
| AGAP/AGA provisionally allocated |
AGAP/AGA expired |
AGAP/AGA vested |
AGAP vested and already converted into ordinary shares |
AGAP to be converted into ordinary shares |
Number of ordinary shares issued |
Maximum number of ordinary shares yet to be issued (a) |
Net number of new shares that may be created (b) |
|
|---|---|---|---|---|---|---|---|---|
| AGAP 2017-01 (SM of April 27, 2017) |
320 | 320 | 320 | 32,000 | ||||
| AGAP 2017-02 (SM of April 27, 2017) |
2,000 | 2,000 | 2,000 | 40,000 | ||||
| AGAP 2017-03 (SM of April 27, 2017) |
3,490 | 3,490 | 2,230 | 1,260 | 116,950 | 59,400 | 58,320 | |
| AGAP 2018-01 (SM of April 5, 2018) |
580 | 580 | 200 | 380 | 20,000 | 38,000 | 37,620 | |
| AGAP 2018-02 (SM of April 5, 2018) |
11,500 | 200 | 11,300 | 600 | 10,700 | 9,000 | 157,250 | 146,550 |
| AGAP 2018-03 (SM of April 5, 2018) |
740 | 740 | 740 | 55,500 | 54,760 | |||
| AGAP 2019-01 (SM of March 28, 2019) |
8,000 | 120 | 7,260 | 7,880 | 78,800 | 71,540 | ||
| AGAP 2019-02 (SM of March 28, 2019) |
8,000 | 120 | 7,660 | 7,880 | 78,800 | 71,140 | ||
| AGAP 2019-03 (SM of March 28, 2019) |
3,600 | 60 | 3,505 | 3,540 | 12,200 | 8,695 | ||
| AGAP 2020-01 (SM of March 30, 2020) |
2,360 | 2,160 | 2,360 | 236,000 | 233,840 | |||
| AGAP 2020-02 (SM of March 30, 2020) |
900 | 820 | 900 | 90,000 | 89,180 | |||
| AGA 2021-01 (SM of May 12, 2021) |
39,000 | 39,000 N/A | N/A | 39,000 | 0 | 0 | ||
| AGA 2021-02 (SM of May 12, 2021) |
58,500 | 0 N/A | N/A | 0 | 58,500 | 58,500 | ||
| AGA 2021-03 (SM of May 12, 2021) |
117,500 | 0 N/A | N/A | 0 | 117,500 | 117,500 | ||
| AGA 2022-01 (SM of May 12, 2021) |
5,980 | 0 N/A | N/A | 0 | 5,980 | 5,980 | ||
| AGA 2022-02 (SM of May 12, 2021) |
8,970 | 0 N/A | N/A | 0 | 8,970 | 8,970 | ||
| AGA 2022-03 (SM of May 12, 2021) |
19,850 | 0 N/A | N/A | 0 | 19,850 | 19,850 | ||
| AGAP 2022 (SM of May 11, 2022) |
4,654 | 0 | 0 | 4,654 | 0 | 465,400 | 465,400 | |
| AGA J une 22-01 (SM of May 11, 2022) |
97,587 | N/A | N/A | 0 | 97,587 | 97,587 | ||
| AGA J une 22-02 (SM of May 11, 2022) |
97,587 | N/A | N/A | 0 | 97,587 | 97,587 | ||
| AGA J une 22-03 (SM of May 11, 2022) |
124,816 | N/A | N/A | 0 | 124,816 | 124,816 | ||
| Total | 615,934 | 256,950 | 1,016,750 | 1,545,432 |
(a) Assuming that all AGAP provisionally allocated and not yet expired are converted into ordinary shares, less the ordinary shares already issued, and that all AGA provisionally allocated are vested by their beneficiaries, less those already vested.
(b) Representing a maximum dilution of 7.8% compared to the existing capital.
| Issued | Subscribed | Expired | Reserve | Exercised | Balance | % of existing share capital |
Expiry date | |
|---|---|---|---|---|---|---|---|---|
| Kepler-Cheuvreux BSA (Sept. 2018 contract – first tranche – SM of April 5, 2018) |
400 000 | 400 000 | 400 000 | 0 | September 27, 2021 |
|||
| Kepler-Cheuvreux BSA (Sept. 2018 contract – second tranche – SM of March 30, 2020) |
650 000 | 650 000 | 460 000 | 190 000 | 0 | March 27, 2022 | ||
| BSA 2017 (SM of April 27, 2017) |
12 000 | 12 000 | 12 000 | 0,06% | May 15, 2027 | |||
| BSA 2018 (SM of April 5, 2018) |
10 000 | 10 000 | 10 000 | 0,05% | June 11, 2028 | |||
| BSA 2019 (SM of March 28, 2019) |
6 000 | 6 000 | 6 000 | 0,03% | June 24, 2029 | |||
| BSA 2021 (SM of May 12, 2021) |
12 000 | 12 000 | 12 000 | 0,06% | June 14, 2031 |
| Issued | Subscribed | Expired | Reserve | Exercised | Balance | % of existing share capital |
Expiry date | |
|---|---|---|---|---|---|---|---|---|
| BCE 2012-1 (SM of April 26, 2012) |
56 500 | 56 500 | 56 500 | 0 | 0 | 0 | June 27, 2022 | |
| BCE 2012-2 (SM of April 26, 2012) |
6 700 | 6 700 | 0 | 0 | 0 | 6 700 | 0,03% | November 8, 2022 |
The conditional advances item comprises repayable advances received from Bpifrance, the total amount of which was €14,507,309 at the reporting date. Note 4.5.1 below specifies the repayment conditions of these advances.
Conditional advances bear interest at the contracted rate of 5.59%. The interest accrued, calculated using the capitalization method, stood at €8.616 million at the period-end and appears in liabilities under "Sundry loans and borrowings".
| 4.3.7.2 | Accrued income | |
|---|---|---|
| --------- | ---------------- | -- |
| (in thousands of euros) Amount of accrued income included in the following balance sheet items |
Value |
|---|---|
| Other receivables | 140 |
| Total | 140 |
| 4.3.7.3 | Accrued expenses | |
|---|---|---|
| --------- | -- | ------------------ |
| (in thousands of euros) Amount of accrued expenses included in the following balance sheet items |
Value |
|---|---|
| Royalties | 0 |
| Bank loans and borrowings | 45 136 |
| Sundry loans and borrowings | 8 616 |
| Trade notes and accounts payable | 5 584 |
| Tax and Employee-related payables | 3 617 |
| Total | 62 953 |
4.3.7.4 Prepaid expenses and deferred income
| (in thousands of euros) Prepaid expenses |
Value |
|---|---|
| Operating expenses | 1 199 |
| Total | 1 199 |
Prepaid expenses include the share of rent, software license fees, insurance premiums and other fees for the period after June 30, 2022.
| (in thousands of euros) Deferred income |
Value |
|---|---|
| Operating income | None |
| Total | None |
| The following balance sheet items include sums in connection with related companies: | |
|---|---|
| (in thousands of euros) | |
| Trade notes and accounts payable | 0 |
Preference shares
At June 30, 2022, a provision for losses of €0.150 million was recorded for the 20% social security levy due on free shares provisionally granted and not yet fully vested. This levy is payable when the shares vest.
The calculation assumptions used to determine the amount of the provision are as follows:
determination of an estimated percentage of achievement for each of the performance criteria for the free preference shares (AGAP);
value of an ordinary share: €10.50 (closing price on June 30, 2022);
employer contribution rate: 20%.
As part of its commercial offer, the Company may grant customers a "commercial warranty" (free replacement of a certain number of replacement components for a given period, under certain limited contractually defined conditions).
The corresponding provision amounts to €0.002 million at June 30, 2022.
The Company did not record any revenue for the first half of 2022.
The Company recognized €0.123 million in income corresponding to:
Research and development expenditure represented €6.729 million in first-half 2022.
The income statement for the first half of 2022 shows a research tax credit for an estimated €0.947 million, calculated using the same methods as the research tax credit for 2021.
| 4.4.5 | NON-RECURRING INCOME AND EXPENSES | ||
|---|---|---|---|
| ------- | ----------------------------------- | -- | -- |
| (in thousands of euros) | 6 months ended June 30, 2022 |
6 months ended June 30, 2021 |
12 months ended Dec. 31, 2021 |
|---|---|---|---|
| Non-recurring income | |||
| • Various adjustments | 90 | 5 | |
| • Portion of investment subsidies transferred to income | 71 | ||
| • Disposal of assets | |||
| • Disposal of treasury shares | 39 | 16 | 41 |
| Total | 200 | 16 | 46 |
| Non-recurring expenses | |||
| • Various adjustments | 23 | ||
| • Disposal of assets | |||
| • Disposal of treasury shares | 77 | 25 | 57 |
| • Fines and penalties | 2 | ||
| • Non-recurring depreciation | 67 | ||
| Total | 170 | 25 | 57 |
4.4.6 INFORMATION ON RELATED COMPANIES
The following income statement items include sums in connection with related companies:
| (in thousands of euros) Other purchases and external expenses |
465 |
|---|---|
| ------------------------------------------------------------------ | ----- |
The related companies taken into account, which are all part of Airbus Group, are as follows:
A repayable advance totaling €14,507,309 was received from Bpifrance. The corresponding accrued interest amounts to €8,616,265 at the reporting date. This amount is repayable to Bpifrance subject to achieving cumulative revenue of at least €38,000,000. The Bpifrance agreement also provides for supplementary payments if certain conditions are met; consequently, the total amount repayable could exceed the amount of the advance initially granted, up to a limit of €50,000,000.
On June 24, 2008, the Company signed a royalties agreement with Professor Alain Carpentier and Matra Défense, which was amended on February 5, 2010. Under this agreement, the Company undertakes to pay to Professor Alain Carpentier and Matra Défense 2% of the net sales proceeds of the Carmat artificial heart manufactured and distributed by Carmat, with this amount to be divided between the two beneficiaries in proportion to their respective shares in the capital of the Company on the date it was established. These royalties will be payable every six months within 30 days of the end of each six-month period, commencing after the first marketing of the Carmat artificial heart post-CE marking in Europe and FDA marketing authorization in the United States, and ending upon expiration of the patents shown in the appendices to the agreement.
The Company is also authorized to repurchase, at any time, the right to benefit from these royalties for a sum of €30,000,000, less any royalties already paid under the agreement, with this total sum being divided between the two beneficiaries in proportion to their respective shares in the share capital of the Company on the date it was established. This amount of €30,000,000 is indexed to the Producer Price Index of the Business Services Industry – euro zone orthopedic and orthopedic equipment.
The rights allocated to Professor Alain Carpentier and to Matra Défense in this way are non-transferable.
At June 30, 2022, as not all of the conditions triggering payment of these royalties had been met, no royalties were due or paid by the Company in connection with this agreement.
In connection with the €30 million EIB loan granted to Carmat in December 2018, the Company and the EIB signed a royalties agreement providing for the payment of additional compensation to the EIB depending on the commercial performance of the Company. This agreement is valid for 13 years from the year in which Carmat's cumulative sales amount to €500,000 (in practice, this corresponds to 2021). The Company can decide to terminate the royalties agreement at any time by paying a lump sum (net of any royalties already paid), based on the amount borrowed and the year during which the decision is taken.
Upon the occurrence of certain events (in particular should the EIB demand the early repayment of the loan or should a new shareholder reach 33% of the voting rights of Carmat), the EIB could, if deemed necessary, demand from the Company an advance payment of royalties up to a certain percentage of the amount of the loan effectively used (this percentage would range from 100% of the borrowed amount if the event occurs during the first four years of the financial agreement to 160% if the event occurs after the eleventh year).
4.5.1.2 Commitments received
None.
The Company has not signed a specific agreement on retirement obligations. These are therefore limited to the agreed retirement lump-sum payment.
In application of the reference method 1 in ANC recommendation 2013-02, the provision for retirement obligations has been booked at June 30, 2022.
The overall amount of the provision was €0.546 million at the end of the period, an increase of €0.071 million on the previous period.
| 6 months | 6 months | 12 months | |
|---|---|---|---|
| (in thousands of euros) | ended June 30, |
ended June 30, |
ended Dec. 31, |
| 2022 | 2021 | 2021 | |
| Net profit (loss) | (25,990) | (26,354) | (61,873) |
| Depreciation/amortization and provisions | 7,539 | 9,884 | 15,548 |
| Reversals of depreciation/amortization and provisions | (9,774) | (7,542) | (7,110) |
| Gains or losses on disposals of assets | |||
| Investment subsidies transferred to income | (71) | ||
| Other income and expenses with no cash impact | 1,846 | 1,400 | 2,964 |
| CASH FLOW FROM OPERATIONS BEFORE CHANGE IN WORKING CAPITAL | (26,451) | (22,612) | (50,471) |
| Tax and employee related payables | (562) | (138) | 765 |
| Trade accounts payables | (1,323) | (442) | 386 |
| Other payables | |||
| Deferred income | |||
| Inventories and work in progress | (898) | (5,748) | (9,560) |
| Advances and down payments on orders | 139 | (404) | (1,018) |
| Other receivables | (1,014) | 106 | 616 |
| Trade receivables | 200 | (464) | |
| Prepaid expenses | (589) | (157) | (422) |
| CHANGE IN WORKING CAPITAL | (4,047) | (6,783) | (9,698) |
| NET CASH FROM (USED IN) OPERATING ACTIVITIES | (30,498) | (29,395) | (60,169) |
| Acquisition of property, plant and equipment | (1,114) | (991) | (1,603) |
| Acquisition of intangible assets | (160) | ||
| Acquisition of financial assets | 35 | 7 | 13 |
| Proceeds from disposals of financial assets | |||
| NET CASH FROM (USED IN) INVESTING ACTIVITIES | (1,079) | (984) | (1,750) |
| Capital increase | 166 | 95 | 102 |
| Bonds redeemable in shares/share warrants | |||
| Share premium and reserves | 39,344 | 52,235 | 54,910 |
| Investment subsidies | 242 | ||
| Borrowings and conditional advances | 10,115 | ||
| NET CASH FROM (USED IN) FINANCING ACTIVITIES | 39,752 | 52,330 | 65,126 |
| CHANGE IN CASH AND CASH EQUIVALENTS | 8,176 | 21,952 | 3,207 |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 39,192 | 35,984 | 35,984 |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 47,368 | 57,936 | 39,192 |
4.5.2.1 Cash flow statement
4.5.2.2 Information on executives
No loans or advances were made to executives of the Company during the period, in accordance with the provisions of Article R.123-197 of the French Commercial Code.
Total compensation paid to members of the Board of Directors in their capacity as directors (formerly known as "directors' fees") amounted to €0.188 million for the period and is shown within "Other expenses" in the income statement.
Total compensation paid to the Chairman of the Board of Directors and the Chief Executive Officer was €0.428 million for the period and breaks down as follows:
| (in thousands of euros) Management compensation |
2022 (6 months) |
2021 (6 months) |
|---|---|---|
| Gross salaries | 268 | 262 |
| Benefits in kind | 5 | 4 |
| Bonuses | 155 | 263 |
| Total compensation | 428 | 528 |
| (in thousands of euros) Description of temporary differences |
Value |
|---|---|
| Tax loss carryforwards | 374 171 |
| This amount does not include the taxable loss for the period. It includes: |
the tax loss carried forward from previous periods and available at January 1, 2021, in an amount of €307.003 million;
the tax loss generated in the 2021 financial year in an amount of €67.168 million.
4.5.2.4 Headcount at the reporting date
| Employees | June 30, 2022 | June 30, 2021 |
|---|---|---|
| Managers | 128 | 108 |
| Supervisors and technicians | 35 | 23 |
| Administrative employees | 8 | 8 |
| Total(1) | 171 | 139 |
(1) Excluding temporary workers.
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