| Notes Related to the Consolidated Statements of Financial Position | 6
N OTES RELATED TO THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
6.1 Intangible assets
As of December 31,
(in thousands of euros) 2015 2016 2017
Other intangible assets 184 209 234
Total historical cost 184 209 234
Accumulated amortization of other intangible assets (122 ) (152 ) (180 )
Total accumulated amortization and depreciation (122 ) (152 ) (180 )
Total, net 61 57 53
6.2 Property, plant and equipment
At December 31, 2017, property, plant and equipment are
composed as follows:
(in thousands of euros) As of January 1, Increase Decrease As of December 31,
Laboratory equipment 974 974
Assets under construction 862 868 1,730
Plant, equipment, and tooling 850 270
— 1,121
General equipment, fixtures and fittings 1,466 389
— 1,855
Office equipment and computers 531 137
— 668
Total gross value 4,684 1,664
— 6,349
Accumulated depreciation of laboratory equipment (882 ) (48 )
— (930 )
Accumulated depreciation of plant, equipment and tooling (523 ) (118 )
— (641 )
Accumulated depreciation of general equipment, fixtures and
fittings (909 ) (207 )
— (1,116 )
Accumulated depreciation of office equipment and computers (125 ) (129 )
— (255 )
Total accumulated depreciation (2,439 ) (503 )
— (2,439 )
Total net value 2,245 1,161
— 3,407
Property, plant and equipment held under finance leases amounts to
€203 thousand and €116 thousand as of
December 31, 2016 and 2017, respectively.
At December 31, 2016, property, plant and equipment are
composed as follows:
(in thousands of euros) As of Increase Decrease As of December 31,
Laboratory equipment 974 974
Assets under construction 44 862 (44 ) 862
Plant, equipment, and tooling 727 123
— 850
General equipment, fixtures and fittings 1,079 387
— 1,466
Office equipment and computers 134 397
— 531
Total gross value 2,958 1,770 (44 ) 4,684
Accumulated depreciation of laboratory equipment (831 ) (51 )
— (882 )
Accumulated depreciation of plant, equipment and tooling (426 ) (98 )
— (523 )
Accumulated depreciation of general equipment, fixtures and
fittings (733 ) (175 )
— (909 )
Accumulated depreciation of office equipment and computers (51 ) (74 )
— (125 )
Total accumulated depreciation (2,041 ) (398 ) (2,439 )
Total net value 918 1,372 (44 ) 2,245
Property, plant and equipment held under finance leases amounts to
€143 thousand and €203 thousand as of
December 31, 2015 and 2016, respectively.
At December 31, 2015, property, plant and equipment are
composed as follows:
(in thousands of euros) As of January 1, Increase Decrease As of December 31,
Laboratory equipment 974
—
— 974
Assets under construction 112 29 (98 ) 44
Plant, equipment, and tooling 617 110
— 727
General equipment, fixtures and fittings 959 120
— 1,079
Office equipment and computers 76 59
— 134
Total gross value 2,738 318 (98 ) 2,958
Accumulated depreciation of laboratory equipment (753 ) (78 )
— (831 )
Accumulated depreciation of plant, equipment and tooling (346 ) (79 )
— (426 )
Accumulated depreciation of general equipment, fixtures and
fittings (636 ) (98 )
— (733 )
Accumulated depreciation of office equipment and computers (36 ) (15 )
— (51 )
Total accumulated depreciation (1,771 ) (270 )
— (2,041 )
Total net value 967 48 (98 ) 918
6.3 Other non-current
The other non-current
6.4 Inventories
As of
December 31,
2015 2016 2017
(in thousands of euros)
Production inventory 79 71 104
Laboratory inventory 87 74 72
Total inventory 166 145 176
6.5 Trade and other receivables
The receivables relate mainly to the receivables on Orphan Europe
as regards the re-invoicing 2012-10
6.6 Other current assets
As of
December 31,
2015 2016 2017
(in thousands of euros)
Research Tax Credit 3,743 3,321 3,326
Tax receivables (e.g. VAT) and other receivables 1,190 863 1,114
Cash to be received from bank related to exercise of warrants 553
— 23
Prepayments 220 339 1,327
Total 5,705 4,524 5,791
Research Tax Credit
The Company benefits from the provisions in Articles
244 quater septies
The amount as of December 31, 2017 is mainly the CIR
receivable for the 2017 period.
Prepayments as at December 31, 2017 relate to the building
leases for 2018 first quarter, the D&O insurance
for one-year
6.7 Cash and cash equivalents
As of
December 31,
(in thousands of euros) 2015 2016 2017
Cash and cash equivalents 45,634 37,646 185,525
Total cash and cash equivalents as reported in statement of
financial position 45,634 37,646 185,525
Bank overdrafts
—
— 10
Total cash and cash equivalents as reported in statement of cash
flow 45,634 37,646 185,515
At December 31, 2015, the cash position is composed of the
following items: (i) €20.2 million in current accounts
and (ii) €25.4 million in term deposits, with maturities
of 1 month to 3 years, but readily available without penalty
subject to a 32-day
At December 31, 2016, the cash position is composed of the
following items: (i) €10.6 million in current accounts
and (ii) €27.0 million in term deposits, with maturities
of 1 month to 3 years, but readily available without penalty
subject to a 32-day
At December 31, 2017, the cash position is composed of the
following items: (i) €174.5 million in current accounts
and (ii) €11.0 million in term deposits, with a maturity
as of January 1, 2019, but readily available without penalty
subject to a 32-day
6.8 Shareholders’ equity
We manage our capital to ensure that the Company will be able to
continue as a going concern while maximizing the return to
shareholders through the optimization of the debt and equity
balance. Our capital structure consists of financial liabilities as
detailed in Notes 6.10 offset by cash and bank balances and equity
(comprising issued capital, reserves and retained earnings). We are
not subject to any externally imposed capital requirements.
As of December 31, 2016, the capital of the Parent Company
consisted of 8,732,648 shares, fully paid up, with a nominal value
of 0.10 euro. Following the private placement completed in April
2017 and the IPO in November 2017, as well as the exercise of
subscription warrants, the capital was increased to 17,937,559
shares with a nominal value of 0.10 euro as at December 31,
2017.
Nature of transactions Number of
Balance as of January 1, 2015 6,882,761
Exercise of share warrants 101,850
Private placement with institutional investors 940,000
Balance as of January 1, 2016 7,924,611
Follow-on 793,877
Exercise of share warrants 14,160
Balance as of January 1, 2017 8,732,648
Exercise of share warrants 17,200
Free shares / Stock options / Share warrants 7,574
Private placement with institutional investors in April 3,000,000
Initial Public Offering (including 5,389,021 ordinary shares in the
form of ADSs) 6,180,137
Total as of December 31, 2017 17,937,559
The costs of issuing ordinary shares amounted to
€16,722 thousand and were deducted from the share
premium increase. These costs were related to bank fees, legal
counsels, advisors and auditors’ fees.
Basic earnings per share and diluted earnings (loss) per
share
For the year ended December 31,
(in thousands of euros) 2015 2016 2017
Net loss (in thousands of euros) (15,013 ) (21,913 ) (33,530 )
Weighted number of shares for the period 6,957,654 7,983,642 11,370,557
Basic loss per share (€/share) (2,16 ) (2.74 ) (2.95 )
Diluted loss per share (€/share) (2.16 ) (2.74 ) (2.95 )
At December 31, 2015, 2016 and 2017, the potential shares that
could be issued within the context of exercising warrants issued
(455,330, 626,000 and 858,186 as at December 31, 2015, 2016
and 2017, respectively) were not taken into consideration in the
calculation of the diluted earnings, as their effect would be
anti-dilutive.
2,500 shares are held by the Company as treasury shares (and
recognized as a deduction of shareholders’ equity) and will
be cancelled.
6.9 Provisions
The provisions can be detailed as follows:
As of December 31,
(in thousands of euros) 2015 2016 2017
Provision for retirement indemnities 100 163 214
Provisions for disputes 81
—
—
Total 181 163 214
The regime for retirement indemnities applicable at the Parent
Company, is defined by the collective agreement for the
pharmaceutical industry in France.
The Company recognizes actuarial differences in other comprehensive
income. The pension commitments are not covered by plan assets. The
portion of the provision for which the maturity is less than one
year is not significant.
As part of the estimate of the retirement commitments, the
following assumptions were used for all categories of
employees:
2015 2016 2017
Discount rate 2.03 % 1.36 % 1.30 %
Wage increase 2 % 2 % 2 %
Social welfare contribution rate Non-executive 44 % Non-executive 44 % Non-executive 44 %
Executive 54 % Executive 54 % Executive 54 %
Expected staff turnover 0-10 % 0-10 % 0-10 %
Age of retirement: 65-67 65-67 65-67
Mortality table INSEE 2014 INSEE 2014 INSEE 2014
The Company has settled the dispute with BPI France related to
the GR-SIL
The breakdown of provisions is as follows:
In thousands of euros Opening
Other (1) Provisions Reversals Closing
Period from January 1 to December 31, 2015
Retirement indemnity provision 89 (8 ) 20
— 100
Provision for disputes
—
— 81
— 81
Net closing balance 89 (8 ) 101
— 181
Period from January 1 to December 31, 2016
Retirement indemnity provision 100 30 33
— 163
Provision for disputes 81
—
— 81
—
Net closing balance 181 30 33 81 163
Period from January 1 to December 31, 2017
Retirement indemnity provision 163 (8 ) 59
— 214
Provision for disputes
—
—
—
—
—
Net closing balance 163 (8 ) 59
— 214
(1) The “Other” differences
relate to actuarial gains and losses
6.10 Financial liabilities
Financial liabilities by type
As of
December 31,
(in thousands of euros) 2015 2016 2017
Financial liabilities related to finance leases 144 204 117
Bank overdrafts
—
— 11
Conditional advances 563 1,182 1,182
Bank loans
— 1,480 1,534
Total financial liabilities 707 2,865 2,843
Financial liabilities by maturity
Maturity dates of financial liabilities as of December 31,
2015 are as follows:
(in thousands of euros) Less than One to Three to More than Total
Financial liabilities
Bank loans
—
—
—
—
—
Conditional advances 501
—
— 63 563
Liabilities related to leases 56 88
—
— 144
Total financial liabilities 556 88
— 63 707
Maturity dates of financial liabilities as of December 31,
2016 are as follows:
(in thousands of euros) Less than One to Three to More than Total
Financial liabilities
Bank loans
— 1,480
—
— 1,480
Conditional advances
—
—
— 1,182 1,182
Liabilities related to leases 50 154
—
— 204
Total financial liabilities 50 1,634
— 1,182 2,865
Maturity dates of financial liabilities as of December 31,
2017 are as follows:
(in thousands of euros) Less than One to Three to More than Total
Financial liabilities
Bank loans 735 799
—
— 1,534
Conditional advances
—
—
— 1,182 1,182
Liabilities related to leases 79 39
—
— 117
Bank overdrafts 11
—
—
— 11
Total financial liabilities 824 838
— 1,182 2,843
The company has received a bank loan amounting to
€1.900 thousand with Société
Générale with a 0.4% interest rate and 36 monthly
repayment terms to finance its investments.
The conditional advances from public authorities relate to
contracts with BPI France. The Company has three contracts related
to conditional advances with BPI France. These advances are not
interest-bearing and are 100% repayable (nominal value) in the
event of technical and/or commercial success.
Under IFRS, the fact that a conditional advance does not require an
annual interest payment is akin to obtaining
a zero-interest
The portion of the conditional advances due in more than one year
is recorded under financial debts—non-current
Since its creation, the Company has received 3 conditional advances
from BPI France, repayable under certain conditions. The main terms
of the agreements as well as the balances as of December 31,
2016 and 2017 respectively are presented below:
Conditional advances (amounts received/paid) € ‘000
Conditional advance granted by BPI France / Pancreas project 735
Conditional advance granted by BPI France
/ GR-SIL 81
Conditional advance granted by BPI France / Tedac project 63
Total conditional advances granted by BPI France as of
31 December 2012 (nominal value) 879
Effect of the discount (122 )
Total conditional advances granted by BPI France as of
31 December 2012 (present value) 757
Repayment in 2013 (115 )
Of which BPI France / Pancreas project (100 )
Of which GR-SIL (15 )
Interest capitalized in 2013 52
Financial liabilities as of December 31, 2013 694
Repayment in 2014 (184 )
Of which BPI France / Pancreas project (150 )
Of which GR-SIL (34 )
Interest capitalized in 2014 39
Financial liabilities as of December 31, 2014 549
Repayment in 2015 (9 )
Interest capitalized in 2015 23
Financial liabilities as of December 31, 2015 563
Repayment in 2016 (508 )
Of which BPI France / Pancreas project (485 )
Of which GR-SIL (23 )
Conditional advance granted by BPI France / Tedac project 1,118
Interest capitalized in 2016 7
Financial liabilities as of December 31, 2016 1,181
Repayment in 2017
—
Interest capitalized in 2017
—
Financial liabilities as of December 31, 2017 1,181
• BPI FRANCE / PANCREAS
The first conditional advance, granted by BPI France for a total
amount of €735,000, related to the development of a new
treatment against pancreatic cancer through the administration of
allogenic red blood cells
incorporating L-asparaginase
The repayment of this conditional advance was according to a fixed
payment schedule that ended on June 30, 2016 following the
last payment of €260,000.
As at December 31, 2017, all the payment due had been
reimbursed (see below).
• BPI FRANCE
/ GR-SIL
The second conditional advance, granted by BPI France, which
provided for a total amount of €135,000, concerns a program
for the preclinical validation of the encapsulation of interfering
RNA for therapeutic use in red blood cells, notably to limit
inflammation of the cirrhotic liver and/or prevent the development
of hepatocellular carcinomas.
The Company has reimbursed the entire amount of the conditional
advance in January 2016 for €23 thousand (representing
the balance) and also reimbursed the related subsidy of
€81 thousand to settle the dispute with BPI France.
• BPI FRANCE / TEDAC:
The third conditional advance, granted by BPI France within the
scope of the TEDAC project, is for a total amount of
€4,895,052. This conditional advance is paid upon completion
of the following key milestones:
• €62,607 upon signature of the
agreement (paid in 2012)
• €1,118,735 upon the milestones
n°4
• the remainder upon calls for funds
when key milestones are reached (not yet received)
• as at December 31, 2017, the
Company has reached milestone n°4; the Company has received
€1,181 thousand of reimbursable advances and
€1,455 thousand of cumulated subsidies.
The Company undertakes to repay BPI France initially:
a) an amount of €5,281,000 upon
achieving cumulative sales (excluding VAT) equal to or greater than
€10 million, according to the following payment
schedule:
• €500,000 at the latest on
June 30 of the first year in which the cumulative sales
condition is achieved,
• €750,000 at the latest on
June 30 of the second year,
• €1,500,000 at the latest on
June 30 of the third year,
• €2,531,000 at the latest on
June 30 of the fourth year,
b) and, where applicable, an annuity
equal to 50% of the income generated through the sale of
intellectual property rights resulting from the project, within the
limit of a total repayment of €5.3 million.
In a second phase, when the cumulative sales reach
€60,000,000, the Company undertakes to pay BPI France 2.5% of
sales generated by the products developed within the project,
limited to a total amount of €15 million over 15 years
once sales begin.
6.11 Trade and other payables
As of
December 31,
(in thousands of euros) 2015 2016 2017
Domestic vendors 1,904 2,802 2,335
Foreign vendors 1,371 745 2,631
Vendors—Accruals 498 1,292 3,211
Other (101 ) (7 ) (101 )
Total trade and other payables 3,672 4,832 8,076
Trades and other payables have increased by
€3,244 thousand as of December 31, 2017 of which
€1,919 thousand relate to accruals. This trade and other
payables increase is related to the increase in research and
development activities in 2017.
The increase between 2015 and 2016 of €1,160 thousand is
due to the same reason.
6.12 Other current liabilities
As of December 31,
(in thousands of euros) 2015 2016 2017
Social liabilities, taxation and social security 1,241 1,465 2,706
Deferred revenue
—
—
Other payables 71
—
—
Total other current liabilities 1,311 1,465 2,706
The increase in other current liabilities between 2016 and 2017 is
mainly due to the increase of accruals for bonuses and social tax
on bonuses. The increase is related to the increase of wages and
headcounts over the two periods.
6.13 Related parties
Related parties include the Chief Executive Officer of the Company
Gil Beyen, members of the Board of Directors (6 Board members) and
members of the executive committee (5 members).
The remuneration of directors and other members of the executive
committee during the year amounted to €2,402 thousand
for wages and €1,120 thousand for share based-payments
(see Note 5.3).
2017 2016 2015
In thousand of euros Salary Retirement Share Salary Retirement Share Salary Retirement Share
Executive officers / VP and Qualified person 654 19 306 498 15 226 825 6 241
Executive committee 1,519 25 478 818 10 495 279 1 554
Board of directors 229
— 336 184
— 37 172
— 1,593
Total 2,402 44 1,120 1,500 25 758 1,276 7 2,387
The Company has no other related parties.
6. 14 Financial instruments recognized in the consolidated
statement of financial position and effect on net income
(loss)
As of December 31, 2015 (in thousands of euros) Carrying (1) Fair value Loans and Debt at Fair
Non-current 97
— 97
— 97
Trade and other receivables 424
— 424
— 424
Other current assets 5,705
— 5,705
— 5,705
Cash and cash equivalents (2) 45,634 45,634
—
— 45,634
Total financial assets 51,860 45,634 6,226
— 51,860
Financial liabilities – Non-current (3) 151
—
— 151 151
Financial liabilities – Current
portion (3) 557
—
— 557 557
Trade payables and related accounts 3,672
—
— 3,672 3,672
Total financial liabilities 4,380
—
— 4,380 4,380
As of December 31, 2016 (in thousands of euros) Carrying (1) Fair value Loans and Debt at Fair
Non-current 132
— 132
— 132
Trade and other receivables 218
— 218
— 218
Other current assets 4,524
— 4,524
— 4,524
Cash and cash equivalents (2) 37,646 37,646
—
— 37,646
Total financial assets 42,520 37,646 4,874
— 42,520
Financial liabilities – Non-current (3) 2,816
—
— 2,816 2,816
Financial liabilities – Current
portion (3) 50
—
— 50 50
Trade payables and related accounts 4,832
—
— 4,832 4,832
Total financial liabilities 7,697
—
— 7,697 7,697
As of December 31, 2017 (in thousands of euros) Carrying (1) Fair value Loans and Debt at Fair value
Non-current 234
— 234
— 234
Trade and other receivables 76
— 76
— 76
Other current assets 5,790
— 5,790
— 5,790
Cash and cash equivalents (2) 185,525 185,525
—
— 185,525
Total financial assets 191,626 185,525 6,100
— 191,626
Financial liabilities – Non-current 2,019
—
— 2,019 2,019
Financial liabilities – Current
portion (3) 824
—
— 824 824
Trade payables and related accounts (3) 8,076
—
— 8,076 8,076
Total financial liabilities 10,919
—
— 10,919 10,919
(1) The carrying amount of these assets
and liabilities is a reasonable approximation of their fair
value.
(2) Cash and cash equivalents are
comprised of money market funds and time deposit accounts, which
are measured using level 1 and level 2 measurements,
respectively.
(3) The fair value of financial
liabilities is determined using level 2 measurements. |
