Interim / Quarterly Report • Sep 25, 2019
Interim / Quarterly Report
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A Public Limited Company (Société anonyme) with share capital of 1,008,053.52 euros Registered office: 9 rue d'Enghien 75010 Paris, France 431 268 028 in the Paris Trade and Companies Register
| Contents 2 | |
|---|---|
| 2019 Half-year activity report 3 | |
| Consolidated financial statements prepared in accordance with IFRS, as of June 30, 20198 | |
| Statutory Auditors' report on the half-yearly financial information 29 | |
| Attestation of the person responsible for the half-year financial report 32 |
As of June 30, 2019, the Company had a cash balance of €0.0 and total debt obligations of €6.4 million, including €2.7m of bank overdraft, compared to €8.6 million of cash and €7.1 million of total debt obligations, as of December 31, 2018.
On July 3, 2019, the Company announced it had received the first tranche of €11.5 million under a financing agreement concluded on June 20, 2019 with the European Investment Bank ("EIB"). The Company redeemed the non-dilutive bond financing with IPF Partners. The financing with IPF Partners was comprised of two bond tranches of €4.0 million and €5.0 million, issued in February 2017 and May 2019, respectively. The Company repaid both tranches fully on 28 June 2019 for a total amount of €10.7 million.
As of July 3, 2019, and following the restructuring of its debt, the Company had €8.8 million of cash available.
| (in € thousands) – IFRS | 1H 2019 (June 30, 2019) |
1H 2018 (June 30, 2018) |
Change % |
|---|---|---|---|
| Operating Revenue | |||
| Sales | 3,937 | 2,707 | 45% |
| Other income | 576 | 525 | 10% |
| Total of revenue | 4,512 | 3,232 | 40% |
| Operating Expenses | |||
| Cost of sales | (1,468) | (987) | (49%) |
| Gross Margin (%) | 63% | 64% | |
| Research & Development | (2,050) | (2,235) | 8% |
| Sales & Marketing | (4,597) | (4,376) | 5% |
| Administrative expenses | (2,578) | (2,069) | 25% |
| Share-Based Payments | (432) | (43) | (905%) |
| Total of expenses | (11,126) | (9,712) | (15%) |
| Operating Profit (Loss) | (6,614) | (6,479) | (2%) |
| Profit / (loss) | (8,097) | (6,836) | (18%) |
Total sales for the first half of 2019 were €3.9 million, up 45% year-over-year. First half of 2019 sales growth was driven primarily by a 72% increase in consumables sales and a 38% increase in systems revenue, which offset a 1% decrease in services sales in the period. Total consumables sales were driven by a 160% increase in consumables sales related to the pay-per-use program fueled by utilization-related demand following the Company's success in driving new system placements in this program throughout 2018. Consumables sales to customers in the pay-per-use program represented 39% of total consumables sales in the first half of 2019, compared to 26% in the prior year period.
Total Cellvizio System shipments increased 67% year-over-year to 15 in the first half of 2019 period, compared to 9 total shipments in the prior year period. New system placements under the Company's pay-per-use program represented 40% of total shipments in the first half of 2019 period, compared to 64% in the prior year period.
Total consumable probe shipments increased 71% year-over-year to 461 unitsin the first half of 2019 period, compared to 269 units in the prior year period.
Total clinical sales for the first half of 2019 period were €3.8 million, up 71% year-over-year, driven by a 106% increase in sales in the Asia-Pacific region, a 23% increase in sales in the U.S. and Canada regions and a 24% increase in sales in the EMEA and Rest of World regions.
Total pre-clinical sales were €26 thousand and €159 thousand in the second quarter and first half of 2019 periods, respectively, representing 1% of total sales and 4% of total sales, compared to 13% of total sales and 18% of total sales, respectively, in the prior periods.
Gross margin in the first half of 2019 period was 63%, compared to 64% in the first half of 2018. The primary driver of the decrease in gross margin in the first half of 2019 was an unfavourable margin mix related to the 106% growth in sales to the APAC region in the first half of 2019 period.
Total operating expenses, including cost of sales, amounted to €11.1 million in the first half of 2019, compared with €9.7 million in the same period of the previous year. This amount includes €0.7 million in depreciation, amortization and provisions.
Total operating expenses in the first half of 2019 increased €0.9 million, or 10.3% year-over-year, to €9.6 million, compared to €8.7 million last year. The increase in total operating expenses was primarily driven by:
• an increase in administration expenses of €0.5 million, or 24% year-over-year, to €2.6 million, driven by investments made in the second half 2018 to strengthen the management team,
• an increase in share-based payment of €0.4 million, or 904.7% year-over-year, to €0.4 million, related to free shares and stocks options 2018 Plans,
• an increase in sales and marketing expenses of €0.2 million, or 5.1% year-over-year, to €4.6 million, driven by commercial and marketing investments required to support the deployment of the pay-per-use model in the U.S.;
The increase in total operating expenses in the first half of 2019 was partially offset by lower depreciation and provisions which were €0.7 million, compared to €0.9 million last year.
Research and development expenses were €2.0 million, compared to €2.2 million, last year. The 8% decrease in R&D expenses is due to the capitalization of development costs n the first half of the year. Compared to 2018; the Company's investments in R&D projects remained constant in the first half of 2019
Operating loss in the first half of 2019 period was €6.6 million, compared to €6.5 million last year. The increase in operating loss was driven by the €0.7 million increase in gross profit, offset by the €0.9 million increase in operating expenses compared to the prior year period.
Net loss in the first half of 2019 period was €8.1 million, compared to €6.8 million in the prior year period. The increase in net loss was primarily driven by non-recurring financial costs of €1.7 million associated to the early repayment of the IPF Partners bond financing.
On June 28, 2019, the Company redeemed all non-dilutive bond financing with IPF Partners for a total amount of €10.7 million. The financing with IPF Partners was comprised of two bond tranches of €4.0 million and €5.0 million, issued in February 2017 and May 2019, respectively.
As of June 30, 2019, the Company had a cash balance of €0.0 and total debt obligations of €6.4 million, including €2.7m of bank overdraft, compared to €8.6 million of cash and €7.1 million of total debt obligations, as of December 31, 2018.
On July 3, 2019, the Company announced it had received the first tranche of €11.5 million under a financing agreement concluded on June 20, 2019 with the European Investment Bank ("EIB"). As of July 3, 2019, and following the restructuring of its debt, the Company had €8.8 million of cash available.
Cash used in operating and investing activities in the first half 2019 period totaled €4.8 million, compared to €5.9 million in the prior year period.
Mauna Kea Technologies had 99 employees as of June 30, 2019, compared to 98 as of June 30, 2018.
Mauna Kea Technologies had 99 employees as of June 30, 2019, compared to 100 as of December 31, 2018 and 98 as of June 30, 2018.
June 2019
Coverage of confocal laser endomicroscopy in France, specifically for Barrett's esophagus, through the creation of a new specific procedural code to be added to the Common Classification of Medical Procedures (CCAM). The French National Association of Health Insurance Funds (UNCAM) created the following procedure, in sub-paragraph "07.01.09.01 - Endoscopy of the salivary glands and digestive tract" of Book II of the Social Security Code: "Esophageal endoscopy with biopsy guided by confocal laser endomicroscopy - Pre-therapeutic esophageal mapping with biopsy guided by confocal laser endomicroscopy". Decision on April 18, 2019 of the French National Association of Health Insurance Funds related to the list of procedures and services covered by health insurance, published in the Official Journal of the French Republic. Accessible on https://www.legifrance.gouv.fr.
May 2019
Held 17 presentations supporting Cellvizio® during the Digestive Disease Week® (DDW) Conference in San Diego in the United States. These presentations address Barrett's esophagus, inflammatory bowel disease (IBD), food allergies, pancreatic cysts and other gastrointestinal diseases. The studies focused on the potential impact from the use of Cellvizio® in patient treatment and improvement of results.
Publication of a new 510(k) authorization from the U.S. Food and Drug Administration (FDA) for the use of the AQ-FlexTM 19 confocal miniprobe through trans-bronchial needles with bronchoscopes and existing bronchoscopy accessories. This is the 16th 510(k) authorization received from the U.S. FDA for the Cellvizio® platform.
Publication of a prospective study (ClinicalTrials.gov Identifier: NCT02689050) demonstrating Cellvizio's potential as a diagnostic and evaluation aid in lung cancers. The results of a clinical study published in the European Respiratory Journal demonstrated that lung cancer characteristics may be recognized with precision using Cellvizio®'s AQ-Flex™ 19 confocal miniprobe through thin needles.
On May 29, 2019, the Company announced the subscription of a €5 million tranche from IPF Partners as part of the amendment to its debt agreement signed on November 13, 2018.
Following the financing agreement with the European Investment Bank (EIB) signed on June 20, 2019 for €22.5 million, the Company received the first tranche of €11.5 million on July 3, 2019.
Tranche 1 is accompanied by the issuance of share subscription warrants (BSAs) entitling the holder, in the event of exercise, to subscribe for a maximum of 1,450,000 shares of the Company (i.e. 5.75% of the share capital on a non-diluted basis) subject to the legal and contractual adjustments provided for in the documentation. These warrants were issued on the basis of the fourth resolution (private placement) adopted by the Extraordinary General Meeting of October 5, 2018. The exercise price of the warrants is equal to the weighted average of the volumes of the last three trading days preceding their issue, less a 5% discount, i.e. €1.8856 per warrant. The warrants may be exercised from this day until the twentieth anniversary of the issuance of the warrants, i.e. 3 July 3, 2039.
In addition, the Company redeemed the non-dilutive bond financing early with IPF Partners. The two bond tranches issued for €4.0 million and €5.0 million respectively in February 2017 and May 2019 were fully repaid on 28 June 2019 for a total amount of €10.7 million. The refinancing of this debt saves €2.0 million in interest over the next five years.
The Company is mainly focusing its efforts first on the American market, where conditions have improved significantly and particularly the transition to a consignment sale.
With its unique confocal laser endomicroscopy platform, the Company has the potential to become a world leader in its market. It exemplifies the type of company essential for the future economy, combining a high level of innovative research and development of unique technologies in the field of medical systems.
In particular, the financial support from the EIB obtained in July 2019 will enable it to accelerate its growth in the coming years.
Furthermore, the execution of the "Vision 2020" strategic plan, which will make Mauna Kea Technologies a key player in the digital transformation of medicine and surgery, is well underway. After successfully bringing microscopes into the patient's body, the Company is now on the verge of bringing in vivo the connected laboratory of the future, harnessing the full power of the latest artificial intelligence techniques now available in the Cloud and the advent of next-generation molecular markers.
The Company finalized a financing agreement for €22.5 million on June 20, 2019 with the European Investment Bank ("EIB"). On July 3, 2019, the Company received the first tranche of €11.5 million (Tranche 1). Furthermore, the Company repaid its debt financing from IPF Partners. The financing with IPF Partners was comprised of two bond tranches of €4.0 million and €5.0 million, issued in February 2017 and May 2019, respectively. The Company repaid the two tranches in full on June 28, 2019 for a total amount of €10.7 million. On July 3, 2019, and following its debt restructuring, the Company had available cash of €8.8 million.
This loan will enable Mauna Kea Technologies to boost its marketing development activities, continue to invest in its research, development and innovation activities and increase its production capacity, if required, depending on the growth in demand during the coming years.
The risks faced by the company are specified in Chapter 4 "Risk Factors" of the Company's 2018 Registration Document.
Relationships with related parties are covered in Note 21 to the 2019 half-yearly financial statements.
A Public Limited Company (Société anonyme) with share capital of 1,008,053.52 euros Registered office: 9 rue d'Enghien 75010 Paris, France 431 268 028 in the Paris Trade and Companies Register
(Amounts in thousands of euros)
| Note | 06/30/19 | 12/31/18 (*) | |
|---|---|---|---|
| ASSETS | |||
| Non-current Assets | |||
| Intangible assets | 3 | 1,862 | 1,838 |
| Property, plant, and equipment | 4 | 3,117 | 1,985 |
| Non-current financial assets | 173 | 133 | |
| Total of non-current assets | 5,152 | 3,956 | |
| Current assets | |||
| Inventories and work in progress | 5 | 2,387 | 2,456 |
| Trade receivables | 6 | 2,028 | 1,643 |
| Other current assets | 6 | 1,662 | 3,019 |
| Current financial assets | 57 | 64 | |
| Cash and cash equivalents | 7 | 0 | 8,623 |
| Total of current assets | 6,135 | 15,806 | |
| TOTAL OF ASSETS | 11,287 | 19,762 |
| Note | 06/30/19 | 12/31/18 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 8 | 1,008 | 1,008 |
| Share premium | 8 | 91,773 | 91,753 |
| Reserves | (84,446) | (72,072) | |
| Foreign currency translation on reserve | 93 | 74 | |
| Profit/(loss) | (8,097) | (12,785) | |
| Total of equity | 331 | 7,979 | |
| Non-current Liabilities | |||
| Long-term loans and borrowings | 9 | 3,361 | 6,457 |
| Non-current provisions | 10 | 416 | 422 |
| Total of non-current liabilities | 3,777 | 6,879 | |
| Current liabilities | |||
| Short-term loans and borrowings | 9 | 3,011 | 600 |
| Trade payables | 1,722 | 2,087 | |
| Other current liabilities | 11 | 2,447 | 2,216 |
| Total of current liabilities | 7,180 | 4,904 | |
| TOTAL OF EQUITY AND LIABILITIES | 11,287 | 19,762 |
(*) IFRS 16 has been applied using the simplified retrospective method, therefore the opening balance sheet has not been modified (see Note 1.2.2)
(Amounts in thousands of euros)
| Note | 06/30/19 | 06/30/18 (*) | |
|---|---|---|---|
| Operating Revenue | |||
| Sales | 12 | 3,937 | 2,707 |
| Other income | 12 | 576 | 525 |
| Total of revenue | 4,512 | 3,232 | |
| Operating Expenses | |||
| Cost of sales | (1,468) | (987) | |
| Gross margin | 63% | 64% | |
| Research & Development | 15 | (2,050) | (2,235) |
| Sales & Marketing | 15 | (4,597) | (4,376) |
| Administrative expenses | 15 | (2,578) | (2,069) |
| Share-based payments | 8 | (432) | (43) |
| Total of expenses | (11,126) | (9,712) | |
| Current operating profit | (6,614) | (6,479) | |
| Financial revenue | 16 | ||
| Financial expenses | 16 | 274 | 38 |
| (1,756) | (393) | ||
| Profit before tax | (8,097) | (6,836) | |
| Income tax expense | 17 | ||
| Profit / (loss) | (8,097) | (6,836) | |
| Other comprehensive income | |||
| Items that will not be reclassified to profit or loss | |||
| Actuarial differences on defined benefit plans | 10 | 28 | (5) |
| Total of items that will not be reclassified to profit or loss | 28 | (5) | |
| Items that will be reclassified subsequently to profit or loss | |||
| Exchange differences on translation of foreign operations | 18 | 78 | |
| Items that will be reclassified subsequently to profit or loss | 18 | 78 | |
| Other comprehensive income for the year, net of tax | 47 | 73 | |
| Comprehensive income | (8,051) | (6,763) | |
| Weighted average number of shares outstanding (in thousands) | 25,201 | 25,092 | |
| Basic earnings per share (EUR/share) | 19 | (0.32) | (0.27) |
| Weighted average number of potential shares (in thousands) | 30,944 | 27,183 | |
(*) IFRS 16 has been applied using the simplified retrospective method, therefore the comparative period at 30 June 2018 has not been modified (see Note 1.2.2)
(Amounts in thousands of euros)
| Issued capital |
Share premium |
Treasury shares |
Reserves | Foreign currency translation on reserve |
Profit/(loss) | Total of equity |
||
|---|---|---|---|---|---|---|---|---|
| Equity as of | 12/31/17 | 974 | 87,973 | (84) | (61,812) | (61) | (10,245) | 16,744 |
| Allocation of the profit / (loss) | (10,245) | 10,245 | ||||||
| Capital transactions | 34 | 3,765 | 3,799 | |||||
| Share-based payments | 43 | |||||||
| Treasury shares transactions | (44) | (42) | (86) | |||||
| Comprehensive income as of | 06/30/18 | (5) | 78 | (6,836) | (6,763) | |||
| Equity as of | 06/30/18 | 1,008 | 91,738 | (129) | (72,061) | 17 | (6,836) | 13,738 |
| Equity as of | 12/31/18 | 1,008 | 91,753 | (219) | (71,853) | 74 | (12,785) | 7,979 |
| IFRS 16 impact | (45) | (45) | ||||||
| Equity as of | 01/01/19 | 1,008 | 91,753 | (219) | (71,898) | 74 | (12,785) | 7,934 |
| Allocation of the profit / (loss) | (12,785) | 12,785 | ||||||
| BSA Subscription | 20 | 20 | ||||||
| Share-based payments | 432 | 432 | ||||||
| Treasury shares transactions | (9) | 4 | (5) | |||||
| Comprehensive income as of | 06/30/19 | 28 | 18 | (8,097) | (8,051) | |||
| Equity as of | 06/30/19 | 1,008 | 91,773 | (228) | (84,218) | 93 | (8,097) | 331 |
(Amounts in thousands of euros)
| Note | 06/30/19 | 06/30/18 (*) | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit / (loss) | (8,097) | (6,836) | |
| Elimination of amortizations, depreciations and provisions | 692 | 597 | |
| Share-based payment transaction expense and revenue | 8 | 432 | 43 |
| Other items excluded from the auto-financing capacity | 2,025 | 312 | |
| Revenue and expenses related to the discounting of repayable advances |
9/16 | 1 | 33 |
| Revenue and expenses related to the bond | 9/16 | (140) | 39 |
| Financial interest | 16 | 2,143 | 236 |
| Other non-cash items | 22 | 4 | |
| Auto-financing capacity | (4,948) | (5,906) | |
| Change in WCR related to business activities | 820 | 268 | |
| Inventories and work in progress | 92 | (521) | |
| Trade receivables | (378) | 433 | |
| Other current assets | 1,279 | 151 | |
| Trade payables | (366) | 238 | |
| Other current liabilities | 193 | (33) | |
| Net cash flows from operating activities (A) | (4,128) | (5,638) | |
| Cash flows from investing activities | |||
| Purchase of property, plant and equipment and intangible assets | 3/4 | (682) | (308) |
| Proceeds from sale of property, plant and equipment and intangible assets |
0 | 1 | |
| Change in loans and advances granted | (38) | 85 | |
| Net cash flows from investing activities (B) | (720) | (222) | |
| cash flows from financing activities | |||
| Proceeds from stock option, BSA and Founders' Warrant (BSPCE) | 8 | ||
| subscriptions | 20 | 3,799 | |
| Repurchases and resales of treasury shares | 0 | (86) | |
| Net financial interests paid | 16 | (503) | (175) |
| Repayment of the IPF loan Repayment of IPF penalties |
9 | (4,000) | |
| Rent paid over the period | (1,789) | ||
| Net cash flows from financing activities (C) | 9 | (192) | (4) |
| (6,464) | 3,534 | ||
| Net foreign exchange difference (D) | 6 | 5 | |
| Change in cash (A) + (B) + (C) + (D) | (11,306) | (2,321) | |
| Cash at the beginning of the period | 7/9 | 8,623 | 17,453 |
| Cash at the end of the period | 7/9 | (2,683) | 15,132 |
| Change in cash | (11,306) | (2,321) | |
(*) IFRS 16 has been applied using the simplified retrospective method, therefore the comparative period at 30 June 2018 has not been modified (see Note 1.2.2)
| HIGHLIGHTS OF THE HALF-YEAR14 | |
|---|---|
| Note 1: Accounting principles14 | |
| Note 2: Company and scope 17 | |
| Note 3: Intangible assets18 | |
| Note 4: Property, plant, and equipment 19 | |
| Note 5: Inventories and work in progress 19 | |
| Note 6: Trade receivables and other current assets 20 | |
| Note 7: Cash and cash equivalents 21 | |
| Note 8: Share capital 21 | |
| Note 9: Loans and borrowings 22 | |
| Note 10: Non-current provisions 22 | |
| Note 11: Other current liabilities 23 | |
| Note 12: Sales and operating revenue 23 | |
| Note 13: Financial instruments on balance sheet24 | |
| Note 14: Employee benefits expense 25 | |
| Note 15: External expenses26 | |
| Note 16: Financial income and expenses 27 | |
| Note 17: Income tax expense 27 | |
| Note 18: Commitments 27 | |
| Note 19: Net earnings per share 27 | |
| Note 20: Management of financial risk 28 | |
| Note 21: Related party transactions 28 | |
| Note 22: Subsequent events 28 |
On May 29, 2019, the Company announced the subscription of a €5 million tranche from IPF Partners as part of the amendment to its debt agreement signed on November 13, 2018.
Following the financing agreement with the European Investment Bank (EIB) signed on June 20, 2019 for €22.5 million, the Company received the first tranche of €11.5 million on July 3, 2019.
In addition, the Company redeemed the non-dilutive bond financing early with IPF Partners. The two bond tranches issued for €4.0 million and €5.0 million respectively in February 2017 and May 2019 were fully repaid on 28 June 2019 for a total amount of €10.7 million. The refinancing of this debt saves €2.0 million in interest over the next five years.
1.1 Accounting principles applied by the Group
The financial statements are presented in thousands of euros.
The condensed consolidated financial statements of the first half-year 2019, approved by the Board of Directors' meeting on September 19, 2019, have been prepared in accordance with International Financial Reporting Standard IAS 34 "Interim Financial Reporting".
The going concern assumption was applied by the Board of Directors, taking into account the EIB payment of €11.5 million in early July 2019, and according to its expected cash flow. These elements should cover the Group's cash requirements until June 30, 2020. The Company intends also to implement the appropriate financing solutions to cover its cash requirements beyond that date.
Since they are condensed financial statements, the half-year consolidated financial statements do not include all the financial disclosures required in a full set of annual financial statements. They should therefore be read in conjunction with the Group's financial statements for the year ended December 31, 2018, subject to the specific characteristics for the preparation of interim financial statements, described below.
Aside from the specific characteristics for the preparation of interim financial statements set out in Note 1.3 "Basis of preparation of half-year financial statements", the significant accounting policies used are the same as those used for the preparation of the consolidated financial statements for the financial year ended December 31, 2018, with the exception of the standards below which were adopted in 2019.
1.2.1. New standards and interpretations for mandatory application
- IFRS 16 "Leases" replaces IAS 17 and the related IFRIC and SIC interpretations. Its application is mandatory from January 1, 2019. By removing the distinction between operating leases and finance leases for the lessee, this standard requires all leases to be recognized in the balance sheet. This accounting treatment will involve recognizing a right-of-use asset, offset by a lease liability corresponding to the discounted value of the rent to be paid over a reasonably certain rental period.
The Company applied IFRS 16 from January 1, 2019 using the simplified retrospective method. However, the right-of-use assets were not assessed at January 1, 2019 at the amount of the initial debt. The rights of use were measured as if IFRS 16 had been in force since the lease agreements were signed. The equity at 1st January 2019 was therefore impacted by €45k, which the Company considers immaterial. The application of IFRS 16 did not have an impact on the Company's cash and cash equivalents.
The contracts affected by IFRS 16 primarily include the lease for the Company's head office and the contracts related to the Boston offices for the U.S. subsidiary.
The Company applied the following simplification measures:
use of previous assessments to determine whether the leases involve a financial outlay;
recognition of leases with durations less than or equal to 12 months which do not include purchase options and contracts concerning low value assets as short-term leases;
recognition of operating leases for which the residual duration is less than 12 months from January 1, 2019 or for which the underlying asset is of low value as short-term leases, by recognizing the rent payments related to these contracts in expenses;
exclusion of initial direct costs when assessing the asset related to the right-of-use at the date of the request for first-time application; and
use of knowledge acquired retrospectively to calculate, for example, the term of the lease when it includes options to extend or terminate the lease.
The discount rate used at the transition date corresponds to the incremental borrowing rate that would be obtained for a loan contracted for an almost identical period to the remaining term of the ongoing leases at the transition date. For future leases, the same method will be used if an implicit rate is not available. The lessee's average weighted incremental borrowing rate applied to lease liabilities as at January 1, 2019 was estimated at 2% for the contract for the head office in Paris. A rate of 12% was used for the lease of the American premises corresponding to the implicit interest rate provided for in the contract.
Given that the Company applies the simplified retrospective method, the financial statements at December 31, 2018 will not be restated, as permitted by the standard. However, in the following tables the Company presents the main impacts of IFRS 16 at the date of first-time application.
| As at January 1, 2019 | |||||
|---|---|---|---|---|---|
| (in € thousand) ASSETS |
Excluding IFRS 16 | IFRS 16 impact | With IFRS 16 | ||
| Other tangible assets | 1,985 | 1,127 | 3,011 | ||
| Total non-current assets | 3,956 | 1,127 | 5,083 | ||
| Total Assets | 19,762 | 1,127 | 20,889 | ||
| EQUITY AND LIABILITIES | |||||
| Short-term loans and borrowings | 600 | 364 | 964 | ||
| Total liabilities | 4,904 | 364 | 5,268 | ||
| Long-term loans and borrowings | 6,457 | 808 | 7,265 | ||
| Total non-current liabilities | 6,879 | 808 | 7,687 | ||
| Reserves | (72,072) | (45) | (72,117) | ||
| Total equity | 7,979 | (45) | 7,934 | ||
| TOTAL EQUITY AND LIABILITIES | 19,762 | 1,127 | 20,889 |
| As of June 30, 2019 | |||||
|---|---|---|---|---|---|
| (in € thousand) | Excluding IFRS 16 |
IFRS 16 impact |
With IFRS 16 | ||
| External expenses | (1,022) | 156 | (866) | ||
| Net change in depreciations and amortizations | (82) | (168) | (250) | ||
| Current operating income | (6,602) | (12) | (6,614) | ||
| Financial expenses | (1,747) | (9) | (1,756) | ||
| Profit / (loss) | (8,076) | (21) | (8,097) |
| June 30, 2019 | |||||
|---|---|---|---|---|---|
| (in € thousand) | Excluding IFRS 16 | IFRS 16 impact |
With IFRS 16 | ||
| Profit / (loss) of consolidated companies | -8,076 | -21 | -8,097 | ||
| Amortization and depreciation | 524 | 168 | 692 | ||
| Financial expenses | 2,134 | 9 | 2,143 | ||
| Change in working capital requirement | 784 | 36 | 820 | ||
| Net cash flows from operating activities | -6,109 | 192 | -5,917 | ||
| Rent paid over the period | 0 | -192 | -192 | ||
| Net cash flows from financing activities | -4,503 | -192 | -4,695 | ||
| (Decrease)/increase in cash | -11,306 | 0 | -11,306 |
(in € thousand)
| Operating lease commitments published as at 31 December 2018 | 811 |
|---|---|
| Commitments discounted at the marginal borrowing rate on the date of first application | 744 |
| (+) Outstanding contracts identified under IFRS 16 | -36 |
| (+) Adjustment related to changes in the index or rate affecting the variable (1) | 464 |
| (+)Amendments to current contracts effective from 01/01/2019 | |
| Rental liability recognised as at 1 January 2019 | 1,172 |
| Of which: Current liabilities Non-current liabilities |
364 808 |
(1) This amount includes €440 thousand in difference between the treatment of renewal options between IFRS 16 and off-balance sheet commitments at 31 December 2018 and €24k in commitments not taken into account at the same date, considered immaterial.
The other standards adopted by the European Union and mandatory as from 1 January 2019 are as follows:
These other standards had no impact on the financial statements as at 30 June 2019.
1.2.2. Standards and interpretations published by IASB but not yet adopted by the European Union
The Group has not opted for the early application of the standards and interpretations published by IASB but not yet adopted by the European Union as of June 30, 2019, in particular:
No material impact is expected as a result of the application of these standards.
1.3 Basis of preparation of the interim financial statements
1.3.1 Taxes
The half-year income tax expense is calculated for each country based on an estimated average effective rate calculated on an annual basis and applied to the country's half-year profit. Where applicable, this estimate takes into account the use of tax loss carry forwards and whether or not they have been recognized.
No income tax expense was recorded at June 30, 2019.
In accordance with the provisions of IAS 36, in the absence of any indication of impairment, the Group did not conduct any impairment tests on the property, plant and equipment and intangible assets.
The Company does not finance its pension plan provision. The discount rate comes from iBoxx Corporate AA10+ references adjusted for the term of the Company's plan estimated at 23 years. No retirements took place in the first half 2019.
Founded in May 2000, Mauna Kea Technologies SA ("the Company") develops and markets medical devices, particularly optical instruments for medical imaging.
As part of its development in the United States, the Company created Mauna Kea Technologies Inc. on January 3, 2005.
| 06/30/19 | 12/31/18 | Consolidation method |
|||
|---|---|---|---|---|---|
| Entities | % of interests |
% of control | % of interests |
% of control | |
| Mauna Kea Technologies SA (1) | 100% | 100% | 100% | 100% | Full consolidation |
| Mauna Kea Technologies Inc | 100% | 100% | 100% | 100% | Full consolidation |
(1) Parent company
No change in scope took place during the period.
The changes in intangible assets break down as follows:
INTAGIBLE ASSETS (Amounts in thousands of euros)
| 12/31/18 | Increase | Decrease / Scrapping |
Reclass | 06/30/19 | |
|---|---|---|---|---|---|
| Development cost | 3,623 | 3,623 | |||
| Patents, licenses and trademarks | 1,695 | 96 | 1,791 | ||
| Software packages | 913 | 913 | |||
| Development cost in progress | 0 | 252 | 252 | ||
| Patents, licenses and trademarks in progress |
588 | 6 | (96) | 498 | |
| Total gross of intangible assets | 6,819 | 258 | 7,077 | ||
| Amort. / dep. of development costs | (3,512) | (106) | (3,618) | ||
| Amort. / dep. of patents, licenses and trademarks |
(912) | (68) | (980) | ||
| Amort. / dep. of software packages | (558) | (60) | (617) | ||
| Total amort. / dep. of intangible assets |
(4,981) | (234) | (5,215) | ||
| Total net of intangible assets | 1,838 | 24 | 1,862 | ||
Since March 28, 2019, the Company has capitalized the costs incurred for the development of Gen III. Following the transition to the prototyping phase, the company considered that all IAS 38 criteria were met. At 30 June 2019, €252 thousand had been capitalized, of which €166 thousand related to personnel costs and €86 thousand to external costs.
In accordance with IAS 38, development costs incurred in connection with the creation of a project (new project and development of existing techniques) are recognized as intangible assets when the group can demonstrate:
the technical feasibility of the intangible asset for use or sale;
its intention to complete the asset and its ability to use or sell it;
the fact that this asset will generate future economic benefits;
the existence of resources available to complete the development and;
its ability to reliably assess the expenditures incurred for the development project
These development costs are amortized from the internal "income" date of the project over its expected useful life, which is capped at eight years.
The changes in property, plant and equipment break down as follows:
(Amounts in thousands of euros)
| 12/31/18 | Impact of IFRS 16 |
01/01/19 Increase | Decrease / Scrapping |
Exchange differences |
Reclass | 06/30/19 | ||
|---|---|---|---|---|---|---|---|---|
| Industrial equipment | 3,113 | 3,113 | 356 | (22) | 1 | 56 | 3,505 | |
| Fixture in buildings | 51 | 51 | 51 | |||||
| Rights of use | 3,913 | 3,913 | 3,913 | |||||
| Other tangible assets | 1,500 | 1,500 | 85 | (34) | (56) | 1,495 | ||
| Total gross of property, plant and equipment |
4,664 | 3,913 | 8,577 | 441 | (56) | 1 | 0 | 8,964 |
| Amort. / dep. of industrial equipment |
(1,631) | (1,631) | (87) | 22 | (1) | (116) | (1,814) | |
| Amort. / dep. of fixtures in buildings |
(50) | (50) | (0) | (51) | ||||
| Amort. / dep. of Rights of use |
0 | (2,786) | (2,786) | (168) | (2,954) | |||
| Amort. / dep. of other property, plant and equipment |
(998) | (998) | (180) | 34 | 0 | 116 | (1,028) | |
| Total amort. / dep. of property, plant and equipment |
(2,680) | (2,786) | (5,466) | (435) | 56 | 1 | 0 | (5,847) |
| Total net of property, plant and equipment |
1,985 | 1,127 | 3,112 | 6 | 0 | 0 | 0 | 3,117 |
The application of IFRS 16 had an impact of €1,127 million on property, plant and equipment over the first half year 2019 at 1 January 2019 (see Note 1.2.2). During the first half of 2019, an amortization of €168 thousand was recorded.
The inventories and work in progress break down as follows:
(Amounts in thousands of euros)
| 06/30/19 | 12/31/18 | |
|---|---|---|
| Inventories of raw materials | 1,012 | 1,041 |
| Inventories & work in progress of finished goods |
1,511 | 1,552 |
| Total gross of inventories & work in progress | 2,524 | 2,592 |
| Dep. of inventories of raw materials | (53) | (53) |
| Dep. of inventories & work in progress of finished goods |
(83) | (83) |
| Total dep. of inventories & work in progress | (136) | (136) |
| Total net of inventories & work in progress | 2,387 | 2,456 |
The depreciation of inventories was €136 thousand as at June 30, 2019, stable compared to the last closing date. Depreciation applie to after-sales equipment, for which 80% of the amount is depreciated.
6.1 Trade receivables
| 06/30/19 | 12/31/18 | |
|---|---|---|
| Trade receivables | 3,611 | 3,168 |
| Dep. of trade receivables | (1,583) | (1,525) |
| Total net of trade receivables | 2,028 | 1,643 |
The gross value of trade receivables increased by €443 thousand due mainly to invoicing at the end of June 2019.
Trade receivables past due and not impaired amounted to €466 thousand as of June 30, 2019, compared with €961 thousand as of December 31, 2018.
6.2 Other current assets
Other current assets break down as follows:
| 06/30/19 | 12/31/18 | |
|---|---|---|
| Personnel and related accounts | 10 | 9 |
| Research Tax Credit | 764 | 2,186 |
| Other tax receivables | 201 | 309 |
| Other receivables | 306 | 193 |
| Prepaid expenses | 381 | 323 |
| Total gross of other current assets | 1,662 | 3,019 |
| Dep. of other current assets | ||
| Total net of other current assets | 1,662 | 3,019 |
The changes in the Research Tax Credit were as follows:
(Amounts in thousands of euros)
| 12/31/18 | Operating revenue |
Payment received |
06/30/19 | |
|---|---|---|---|---|
| Research Tax Credit | 2,186 | 576 | (1,998) | 764 |
The estimated Research Tax Credit for the first half of 2019 was €576 thousand, compared with €509 thousand as of June 30, 2018.
On May 28, 2019, Mauna Kea Technologies signed a mandate with Acofi Gestion for the disposal of the 2017 and 2018 Research Tax Credit receivables. Acofi Gestion paid €1,920 thousand at end May 2019, or 91% of the amount of Research Tax Credit less costs related to this mandate.
The amount remaining in the balance sheet corresponds to the balance of the 2017-2018 Research Tax Credit and the estimated amount for the first half of 2019.
Cash and cash equivalents break down as follows:
| 06/30/19 | 12/31/18 | |
|---|---|---|
| Short-term bank deposits | 0 | 8,623 |
| Total of cash and cash equivalents | 0 | 8,623 |
The repayment of the IPF debt as at June 28, 2019 generated a negative cash balance reclassified under short-term debt for €(2,683) thousand.
The €11.5 million financing from the EIB was received on July 3, 2018.
The share capital is set at one million eight thousand and fifty-three euros and fifty-two cents (€1,008,053.52). It is divided into 25,201,338 ordinary shares, fully subscribed and paid up, each with a par value of €0.04.
This figure does not include stock warrants (BSAs), founders' warrants (BSPCEs) or stock options (SOs) granted to certain investors and natural persons, who may or may not be employees of the Company, and free performance share units (PSUs).
The table below shows the history of the Company's share capital since January 1, 2019:
| Type of transaction | Issued capital (€ thousand) |
Share premium (€ thousand) |
Number of shared comprising the issued capital (€ thousand) |
|---|---|---|---|
| As of December 31, 2018 | 1,008 | 91,753 | 25,201 |
| BSA Subscription | 0 | 20 | 0 |
| Total | 1,008 | 91,773 | 25,201 |
Since its formation, the Company issued "Stock Warrants" (BSA), stock warrants for its employees ("BSPCE" and others) as well as stock options (SO) and free performance shares (PS), the changes since December 31, 2017 are represented below.
In 2019, the Company issued two new stocks options plans and a new "Stock Warrant" plans:
| Type | Date of grant |
Exercise price |
Outstanding as of 12/31/18 |
Granted | Exercised | Cancelled | Outstanding as of 06/30/2019 |
Potential number of shares |
|---|---|---|---|---|---|---|---|---|
| Options granted before January 1, | ||||||||
| 2019 | 2,237,059 | 186,250 | 2,050,809 | 3,169,563 | ||||
| 02/07/ | ||||||||
| SO | 19 | €2.13 | 40,000 | 40,000 | 40,000 | |||
| 05/19/1 | ||||||||
| SO | 9 | €1.63 | 75,000 | 75,000 | 75,000 | |||
| 05/19/1 | ||||||||
| BSA | 9 | €1.84 | 170,000 | 170,000 | 170,000 | |||
| Total | 2,237,059 | 285,000 | 0 | 186,250 | 2,335,809 | 3,454,563 |
Share-based payment expenses increased by €389 thousand, from €43 thousand in June 2018 to €432 thousand as of June 30, 2019.
8.3 Treasury shares as of June 30, 2019
As of June 30, 2019, the Company held 45,042 Mauna Kea Technologies shares acquired at an average price of €1.978 representing an amount of €89,093.08.
The changes in loans and borrowings break down as follows:
(Amounts in thousands of euros)
| 12/31/18 | Impact of IFRS 16 |
01/01/19 | Receipt | Repayment | Capitalized interests |
Others | 06/30/19 | |
|---|---|---|---|---|---|---|---|---|
| Bond issues | 600 | 600 | 5,000 | (5,606) | 6 | 0 | ||
| Rental debt | 364 | 364 | (36) | 328 | ||||
| Bank overdrafts | 2,683 | 2,683 | ||||||
| Total of short-term loans and borrowings |
600 | 364 | 964 | 5,000 | (5,642) | 6 | 2,683 | 3,011 |
BORROWINGS
(Amounts in thousands of euros)
| 12/31/18 | IFRS 16 | 01/01/19 | Repayment | Capitalized interests |
Others | 06/30/19 | |
|---|---|---|---|---|---|---|---|
| Repayable advances OSEO Funding |
2,766 | 2,766 | (99) | 2,667 | |||
| Deposits and guarantees received |
11 | 11 | 11 | ||||
| Restatements of the lessee finance lease |
808 | 808 | (131) | 677 | |||
| Shareholders' accounts | 5 | 5 | 5 | ||||
| Bond issues | 3,674 | 3,674 | (3,971) | 297 | 0 | ||
| Total of long-term loans and borrowings |
6,457 | 808 | 7,265 | (4,102) | 297 | (99) | 3,361 |
NON-CURRENT PROVISIONS
(Amounts in thousands of euros)
| 12/31/18 | Allowance | Unused reversals |
Used reversals |
Actuarial difference |
06/30/19 | |
|---|---|---|---|---|---|---|
| Pension plan provision | 180 | 52 | (1) | (28) | 202 | |
| Provisions for personnel disputes |
85 | (20) | 65 | |||
| Provision for software update | 15 | 15 | ||||
| Others provisions for expenses | 142 | (8) | 134 | |||
| Total of non-current provisions | 422 | 43 | (1) | (20) | (28) | 416 |
The reversal of the provision for personnel disputes relate to a dispute which arose in 2014 and which was settled during the first half of 2019.
Other provisions for expenses correspond to the provision for the risk of repair of systems sold under the legal oneyear guarantee granted on the sale of a Cellvizio.
Other current liabilities break down as follows:
OTHER CURRENT LIABILITIES (Amounts in thousands of euros)
| 06/30/19 | 12/31/18 | |
|---|---|---|
| Taxes payable | 101 | 107 |
| Staff and social security payable | 1,874 | 1,554 |
| Deferred revenue | 471 | 555 |
| Total of other current liabilities | 2,447 | 2,216 |
Tax liabilities mainly relate to payroll taxes, sales tax and value added tax.
Payroll-related liabilities represent provisions for paid leave, provisions for bonuses and commissions and social security contributions
Deferred income essentially comprises maintenance contracts on systems sold (maintenance periods of one to three years).
Sales and operating revenue consists of the following:
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Sales | 3,937 | 2,707 |
| Research Tax Credit | 576 | 525 |
| Total of revenue | 4,512 | 3,232 |
The Group's sales, comprising the sale of Cellvizio® products and accessories (probes, software packages, etc.) as well as the provision of services, increased by 45% during the first half year 2019 compared to the first half year 2018.
(Amounts in thousands of euros)
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Equipment | 1,349 | 990 |
| Consumables (probes) | 2,063 | 1,197 |
| Of which the pay-per-use program | 801 | 308 |
| Services | 525 | 520 |
| Total sales by type | 3,937 | 2,707 |
Sales growth in the first half of 2019 was mainly driven by the 72% increase in sales of consumables and the 38% increase in system sales.
Sales by geographical area as of June 30, 2019 break down as follows:
| 06/30/19 | 06/30/18 |
|---|---|
| 560 | 630 |
| 129 | 99 |
| 1,629 | 1,326 |
| 1,629 | 1,320 |
| 250 | 23 |
| 1,497 | 728 |
| 1,421 | 506 |
| 34 | 42 |
| 3,937 | 2,707 |
The increase in sales during the first half year 2019 was driven by a 106% increase in sales in the Asia-Pacific region, a 23% increase in the USA and Canada and a 24% increase in the EMEA and rest of the world regions.
As of June 30, 2019, one of the Group's distributors in the APAC area accounted for 36% of sales revenue.
FINANCIAL INSTRUMENTS ON BALANCE SHEET AND THEIR IMPACT ON THE PROFIT (OR LOSS)
(Amounts in thousands of euros)
| As of June 30, 2019 | Value on the balance sheet |
Fair value through profit or loss |
Fair value through equity |
Loans and receivables |
Debt at amortized cost |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current financial assets | 173 | 173 | |||
| Trade receivables | 2,028 | 2,028 | |||
| Other current assets (2) | 1,662 | 1,662 | |||
| Current financial assets (1) | 57 | 57 | |||
| Cash | |||||
| Total of assets | 3,920 | 3,920 | |||
| Liabilities | |||||
| Long-term loans and borrowings | 3,389 | 3,361 | |||
| Trade payables | 1,722 | 1,722 | |||
| Other current liabilities (2) | 1,976 | 1,976 | |||
| Total of liabilities | 7,059 | 7,059 |
(Amounts in thousands of euros)
| As of December 31, 2018 | Value on the balance sheet |
Fair value through profit or loss |
Fair value through equity |
Loans and receivab les |
Debt at amortize d cost |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current financial assets | 133 | 133 | |||
| Trade receivables | 1,643 | 1,643 | |||
| Other current assets (2) | 3,019 | 3,019 | |||
| Current financial assets (1) | 64 | 64 | |||
| Cash | 8,623 | 8,623 | |||
| Total of assets | 13,483 | 8,623 | 4,859 | ||
| Liabilities | |||||
| Long-term loans and borrowings | 6,457 | 6,457 | |||
| short-term loans and borrowings | 600 | 600 | |||
| Trade payables | 2,087 | 2,087 | |||
| Other current liabilities (2) | 2,216 | 2,216 | |||
| Total of liabilities | 11,361 | 11,361 |
(1) The assessment of the fair value through profit or loss of these financial assets refers to an active market (Level 1 category according to IFRS 7).
(2) Advances paid and received that are not repaid in cash, and deferred income and prepaid expenses that do not meet the definition of financial liabilities, are not included.
The Group employed 99 people as of June 30, 2019 compared with 98 as of June 30, 2018.
The employee benefits expense breaks down as follows:
EMPLOYEE BENEFITS EXPENSE (Amounts in thousands of euros)
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Wages and salaries, social security costs | 6,030 | 5,206 |
| Net pension costs | 50 | (3) |
| Share-based payments | 432 | 43 |
| Total employee benefits expense | 6,512 | 5,246 |
Staff costs increased by € 824k thousand, mainly due to the U.S. Marketing teams and management of the Sales team in the United States and the restructuring of senior management
15.1 Research & Development Department
RESEARCH & DEVELOPMENT (Amounts in thousands of euros)
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Purchases consumed | 55 | 44 |
| Employee benefits expenses | 1,271 | 1,253 |
| External expenses | 520 | 590 |
| Net change in amortization and depreciation |
196 | 348 |
| Others | 8 | (1) |
| Total Research & Development expenses |
2,050 | 2,235 |
15.2 Sales & Marketing Department
| SALES & MARKETING | ||
|---|---|---|
| (Amounts in thousands of euros) | ||
| 06/30/19 | 06/30/18 | |
| Purchases consumed | (36) | (14) |
| Employee benefits expenses | 3,060 | 2,701 |
| External expenses | 1,290 | 1,161 |
| Net change in amortization and depreciation |
272 | 504 |
| Others | 10 | 25 |
| Total of Sales & Marketing | 4,597 | 4,376 |
The Sales and Marketing Department expenses increased by €221 thousand due to the expansion in the sales force in the United States.
15.3 Administrative expenses
(Amounts in thousands of euros)
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Purchases consumed | 26 | 32 |
| Employee benefits expenses | 1,403 | 952 |
| External expenses | 866 | 904 |
| Taxes | 54 | 48 |
| Net change in amortization and depreciation |
250 | 67 |
| Others | (21) | 65 |
| Total Administrative Expenses | 2,578 | 2,069 |
The increase in wages and salaries and social security costs of €509 thousand is due to the strengthening of the management team.
During the first half of 2019, the Company applied IFRS 16 on leases to the main leases of its offices in Paris and Boston, generating corresponding amortization of €168 thousand.
Financial income and expenses break down as follows:
(Amounts in thousands of euros)
| 06/30/19 | 06/30/18 | |
|---|---|---|
| Foreign exchange gains | 276 | 38 |
| Gains on cash equivalents | (3) | 0 |
| Total of financial revenue | 274 | 38 |
| Foreign exchange losses | (273) | (85) |
| Interest expenses | (273) | (236) |
| Others financial expenses | (1,209) | (76) |
| Total of financial expenses | (1,755) | (393) |
| Total of financial revenue and expenses | (1,481) | (356) |
On June 28, 2019, the Company redeemed its IPF debt early in full for a total of €10.7 million for the two bond tranches issued for €4.0 million and €5.0 million respectively in February 2017 and May 2019. This redemption includes financial expenses (interest and termination penalties) for €1.7 million presented under other financial expenses.
The Group did not capitalize its tax losses.
The Company had the following commitments as of June 30, 2019:
Obligations in respect of leases are included in the financial statements as at June 30, 2019 and are subject to note 4 with the application of the standard IFRS 16 (see 1.2.2 Impact of the first-time application of IFRS 16)
Commitments under other contracts
Instruments that grant rights to the share capital on a deferred basis (BSAs, BSPCEs or stock options) are considered anti-dilutive because they cause an increase in earnings per share. Thus, diluted earnings per share are identical to basic earnings per share.
There was no material change to the management of financial risk over the past half-year.
The related-party transactions shown below were recognized as expenses during the periods presented:
| 06/30/19 | 06/30/18 |
|---|---|
| 194 | 110 |
| 236 | 0 |
| 11 | 2 |
| 86 | 114 |
| 20 | 18 |
On July 3, 2019, the European Investment Bank (EIB) paid €11.5 million in respect of the first tranche of the financing agreement signed on June 20, 2019.
Tranche 1 is accompanied by the issuance of share subscription warrants (BSAs) entitling the holder, in the event of exercise, to subscribe for a maximum of 1,450,000 shares of the Company (i.e. 5.75% of the share capital on a nondiluted basis) subject to the legal and contractual adjustments provided for in the documentation. These warrants were issued on the basis of the fourth resolution (private placement) adopted by the Extraordinary General Meeting of 5 October 2018. The exercise price of the warrants is equal to the weighted average of the volumes of the last three trading days preceding their issue, less a 5% discount, i.e. €1.8856 per warrant. The warrants may be exercised from July 3rd, 2019 until the twentieth anniversary of the issuance of the warrants, i.e. July 3rd 2039.
Period from January 1 to June 30, 2019
51, avenue Françoise Giroud – Parc Valmy – BP 16601 21066 Dijon Cedex S.A.R.L. with capital of €3,200,000
Statutory Auditors Member of the Compagnie Régionale de Dijon
1/2, place des Saisons 92400 Courbevoie – Paris – La Défense S.A.S. with variable capital
Statutory Auditors Member of the Compagnie Régionale de Versailles
Mauna Kea Technologies Period from January 1 to June 30, 2019
Statutory Auditors' Report on the half-yearly financial information
To the Shareholders,
In compliance with the assignment entrusted to us by your annual general meetings and in accordance with the requirements of article L.451-1-2 III of the French monetary and financial code ("Code monétaire et financier"), we hereby report to you on:
These condensed half-yearly consolidated financial statements are the responsibility of the board of directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of half-yearly financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs, as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report in respect of the condensed half-yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and its consistency with the condensed halfyearly consolidated financial statements.
Paris and Paris-La Défense, September, 20, 2019
The Statutory Auditors
Exco Socodec ERNST & YOUNG et Autres
Olivier Gallezot Cédric Garcia
(Article 222-3-4 of the General Regulations of the AMF [Autorité des Marchés Financiers/French Financial Markets Authority])
I attest that, to my knowledge, the condensed consolidated financial statements for the last half-yearly period were prepared in accordance with the applicable accounting standards (IFRS standards as adopted by the European Union) and give a fair representation of the company's assets, financial position and results, and all companies including in the scope of consolidation, and that the half-yearly activity report presents an accurate picture of the significant events occurring during the first six months of the fiscal year, their impact on the financial statements and the principal transactions between related parties, along with a description of the principal risks and the principal uncertainties for the remaining six months of the year.
Robert L. Gershon
Chief Executive Officer
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