Consolidated Statement of Financial Position
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1 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2014
2 Consolidated Statement of Financial Position in CHF 1,000 Note 30 June December 2013 (unaudited) (audited) Assets Non-current assets Property, plant and equipment 9, ,318.6 Intangible assets 7 62, ,342.3 Financial deposits 8 3, ,328.4 Total non-current assets 74, ,989.3 Current assets Inventory Prepayments and accrued income Other receivables Trade receivables Time deposits - 3,493.8 Cash and cash equivalents 9 60, ,791.5 Total current assets 62, ,282.1 Total assets 136, ,272.4 Equity and liabilities Equity Share capital 9 55, ,556.2 Treasury shares 9,10 (795.0) (971.7) Share premium 9 121, ,162.8 Employee benefit reserves (767.4) (566.7) Other reserves 23, ,476.0 Cumulative translation differences 1, ,830.4 Accumulated loss (87,103.0) (76,783.2) Total equity attributable to equity holder 113, ,703.7 Non-controlling interests 11 2, ,577.5 Total equity 115, ,281.2 Non-current liabilities Deferred tax liabilities 8, ,968.8 Pension liabilities 1, Long-term lease liabilities 3, ,453.6 Total non-current liabilities 12, ,399.2 Current liabilities Trade payables 1, Accrued and other current liabilities 2, ,839.2 Deferred income 1, ,902.8 Mortgage loans 3, ,652.0 Short-term portion of lease liabilities Total current liabilities 8, ,591.0 Total equity and liabilities 136, ,272.4 Page 1 of 10
3 Consolidated Statement of Financial Performance in CHF 1,000 Note Period from 1 January to 30 June (unaudited) (unaudited) Income from research partnerships 3, ,697.5 Income from own products Income from public grants Total Income 3 4, ,978.5 Research & development expenses 4 11, ,565.3 Selling, general & administrative expenses 5 4, ,406.6 Total operating expenses 15, ,971.9 Operating loss (10,840.5) (8,993.4) Financial income Financial expenses 6 (455.9) (563.9) Net loss before tax (11,221.4) (9,203.4) Income tax (expenses) Net loss for the period (10,605.6) (8,736.5) Attributable to: Shareholders of the parent (10,319.8) (8,425.8) Non-controlling interests (285.8) (310.7) Basic and diluted loss per share attributable to shareholders of parent (0.04) (0.03) Consolidated Statement of Comprehensive Income in CHF 1,000 Note Period from 1 January to 30 June (unaudited) (unaudited) Net loss for the period (10,605.6) (8,736.5) Items to be reclassified to statement of financial performance Translation differences (236.8) 1,379.0 Items not to be reclassified to statement of financial performance Actuarial gains/(losses) on defined benefit plans (200.7) - Other comprehensive income/(loss) (437.5) 1,379.0 Total comprehensive loss (11,043.1) (7,357.5) Attributable to: Shareholder of the parents (10,757.2) (7,046.9) Non-controlling interests (285.8) (310.7) Page 2 of 10
4 Consolidated Statement of Cash Flow in CHF 1,000 Note Period from 1 January to 30 June (unaudited) (unaudited) Operating activities Net loss for the period (10,605.6) (8,736.5) Non-cash adjustments to reconcile net loss for the period to net cash flows - Changes in deferred tax liabilities (615.8) (98.6) - Depreciation of tangible assets Amortisation of intangible assets , Financial income 6 (34.5) (16.3) - Financial expenses Share-based compensation expenses 12 1, , Change in current assets (746.4) (1,825.2) - Change in current liabilities (456.8) Change in pension liabilities Interest received Interest paid 6 (63.9) (212.0) Net cash flow from operating activities (9,367.5) (7,281.4) Investing activities Purchases of property, plant and equipment (449.5) (183.0) Investment in financial deposits 8 (788.3) (18.3) Disinvestment in time deposits 3, Cash flow from investing activities 2,255.9 (201.3) Financing activities Finance lease payments (163.7) (127.3) Proceeds from exercise of share options Proceeds from placement of shares 9 42, , Proceeds from sales of treasury shares (SEDA & market making) 10 1, Proceeds from sales of treasury shares (Ventureast) Acquisition of non-controlling interests in Evolva India 11 (268.6) (269.0) Capital increase transaction expenses 9 (1,828.2) (2,645.3) Amortisation of mortgage loans (65.0) (44.0) Cash flow from financing activities 42, ,197.8 Net change in cash position 35, ,715.1 Net increase /(decrease) in cash and cash equivalents 35, ,715.1 Exchange gains/(loss) on cash and cash equivalents (29.8) Cash and cash equivalents, beginning of period 25, ,105.3 Cash and cash equivalents, end of period 60, ,790.6 Page 3 of 10
5 in CHF 1,000 Consolidated Statement of Equity (unaudited) Share Capital Share premium Total capital paid in Treasury shares Other Reserves Employee benefit reserve Cumulative translation differences Accumulated loss Total Noncontrolling interests Total Equity At 1 January , , ,257.7 (313.6) 20,508.4 (836.8) 2,944.6 (61,051.3) 60,508.9 (22.3) 60,486.6 Loss for the period (8,425.8) (8,425.8) (310.7) (8,736.5) Other comprehensive income , , ,379.0 Total comprehensive loss ,379.0 (8,425.8) (7,046.9) (310.7) (7,357.5) Share capital increase March , ,886 31, , ,328.7 Capital increase from issuance of treasury shares 2, ,800.0 (2,800.0) Capital increase costs - (2,645.3) (2,645.3) (2,645.3) - (2,645.3) Exercise of stock options Effects of share based payments , , ,063.9 Proceeds from sales of treasury shares SEDA Conversion of preferred redeemable shares into equity , ,841.9 Acquisition of non-controlling interests in Evolva India - (261.1) (261.1) (269.0) - Balance at 30 June , , ,770.7 (2,188.5) 21,572.3 (836.8) 4,323.6 (69,477.1) 85, , ,404.0 At 1 January , , ,516.9 (971.7) 22,476.0 (566.7) 1,830.4 (76,783.2) 80, , ,281.2 Loss for the period (10,319.8) (10,319.8) (285.8) (10,605.6) Other comprehensive income (236.8) (236.8) - (236.8) Actuarial gains/losses on defined benefit plans (200.7) - - (200.7) - (200.7) Total comprehensive loss (200.7) (236.8) (10,319.8) (10,757.2) (285.8) (11,043.1) Share capital increase March , , , , ,538.5 Capital increase from issuance of treasury shares (390.0) Capital increase costs - (1,828.2) (1,828.2) (1,828.2) - (1,828.2) Exercise of stock options Effects of share based payments , , ,212.2 Proceeds from treasury shares SEDA - 1, , , ,512.2 Proceeds from treasury shares market making - (228.3) (228.3) (35.9) (264.2) - (264.2) Acquisition of non-controlling interests in Evolva India (81.4) (268.6) - Balance at 30 June , , ,120.1 (795.0) 23,606.8 (767.4) 1,593.7 (87,103.0) 113, , ,880.3 Page 4 of 10
6 Notes to the Interim Condensed Consolidated Financial Statements (unaudited) 1. Corporate information Evolva Holding SA (the Company ) together with its subsidiaries (collectively Evolva or the Group ) is an international biosynthetic group which discovers, develops and commercialises ingredients and manufacturing processes for nutrition, healthcare and wellness products. Evolva Holding SA is incorporated in Switzerland and has been the parent company of the Group since 11 December The shares of the Company are listed on the SIX Swiss Exchange. The Group comprises the following subsidiaries: Evolva SA (Reinach, Switzerland), Evolva Inc. (San Francisco, USA), Evolva Biotech Private Limited (Chennai, India) and Evolva Biotech A/S (Copenhagen, Denmark). Arpida UK (London, United Kingdom) is an inactive entity. The legal address of the Company is: Evolva Holding SA, Duggingerstrasse 23, CH-4153 Reinach, Switzerland. As at 30 June 2014, the total headcount in Evolva amounts to 108 full-time employees, of which 80 are directly involved in R&D activities while the remaining staff is employed with managerial, commercial and administrative tasks. These consolidated financial statements were authorised for public disclosure in accordance with a resolution of the Board of Directors of the Company dated 1 September Summary of significant accounting policies 2.1 Basis of preparation The interim condensed consolidated financial statements for the six-month period ending 30 June 2014 have been prepared in accordance with IAS 34 (Interim Financial Reporting). The interim condensed consolidated financial statements do not include all information and disclosures required in the annual financial statements, and should be read in conjunction with the Company s annual financial statements as at 31 December The financial statements are presented in Swiss francs (CHF) and all values are rounded to the nearest CHF 1,000 except where otherwise stated. 2.2 Changes in accounting policies The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group s annual consolidated financial statements for the year ended 31 December The following new or revised standards were adopted but did not have any impact or lead to additional disclosures but may affect the accounting for future transactions or arrangements: Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 Novation of Derivatives and Continuation of Hedge Accounting Amendments to IAS 39 Recoverable Amount Disclosures for Non-Financial Assets Amendments to IAS Segment and Geographical Information The Group has identified one segment, namely research, development and commercialisation of novel food, nutritional and pharmaceutical products. The geographical break-down of total revenues below reflects the location where Evolva s invoices are generated: Page 5 of 10
7 Period from 1 January to 30 June CHF 1, Switzerland 4, ,797.4 Rest of the world Total revenues 4, ,978.5 Income from own products of CHF 0.9 million represents mainly a milestone payment from Cargill on the joint development program of fermentation-based minor steviol glycosides (Stevia). The geographical break-down of non-current assets (excluding financial deposits) is as follows: CHF 1, June Dec 2013 Switzerland 25, ,028.7 Rest of the world 45, ,632.2 Total non-current assets 71, , Research & development Research & development expenses are generated by the following functions: Period from 1 January to 30 June CHF 1, Partnerships 4, ,448.9 Own product development 6, ,116.4 Total research & development expenses 11, ,565.3 For the six-month period ending in June 2013, expenses for own product development reached 43 % of total R&D expenses. For the same period in 2014 these costs increased to 58.2 % of total R&D expenses. This shift shows Evolva s efforts to progress its own product portfolio. 5. Selling, general and administrative expenses CHF 1, Board, management & administrative staff 2, ,782.5 Option plan charge Business development Facility & maintenance Depreciation expenses Other administrative expenses Total selling, general & administrative expenses 4, , ) Other administrative expenses include mainly investor & public relations, audit, financial and tax advisory, transaction expenses, capital taxes, and public duties, insurances and other office consumables expenses. The increase in selling, general and administrative expenses results mainly from increased business development activities and a readjustment of board and management compensation compared with 2013 when board and management forfeited part of their cash compensation in exchange for an additional option grant. Page 6 of 10
8 6. Financial items CHF 1,000 Period from 1 January to 30 June Interest & bank expenses (187.5) (332.5) Foreign exchange loss (268.4) (231.4) Total financial expenses (455.9) (563.9) Interest income Foreign exchange gain Total financial income Net financial result (380.8) (210.0) 7. Intangible assets Intangible assets are split as follows: CHF 1, June Dec 2013 Intellectual property related assets 32, , Goodwill 29, ,914.0 Total intangible assets 62, , Financial deposits As part of a leasing agreement relating to the extension and refurbishment of laboratory space in Copenhagen, the Company has increased its rent and financial deposit by CHF 0.8 million. The Company expects to have access to the new and refurbished laboratory facilities in early Equity and capital increase Between 22 February and 7 March 2014, the Company successfully executed a financing round by issuance of new shares with CHF 42.5 million in gross proceeds. The capital increase was conducted as a private placement of million shares at a purchase price of CHF 1.37 per share of which 4.05 million shares were placed as part of an over-allotment option (green shoe). In relation to the capital increase, a total of CHF 1.8 million in capital increase costs were incurred and deducted from share premium. Furthermore, 1.3 million share options were exercised resulting in an increase of equity of CHF 0.5 million. 10. Standby equity financing (SEDA) On 15 August 2011, Evolva entered into a Standby Equity Distribution Agreement (SEDA) with YA Global Master SPV Ltd. (YA Global) as part of the medium-term funding of Evolva s operations. Under the terms of the agreement, YA Global committed to provide up to CHF 30 million in equity financing over a 36-month period in individual advances of up to CHF 0.6 million. In exchange for the funds to be provided, YA Global receives Evolva Holding SA shares. It remains at the discretion of Evolva to determine when to draw the advances and the amount to draw. Within the reporting period, Evolva has drawn CHF 1.5 million (net proceeds) from the SEDA program, leading to delivery of 1.3 million shares to YA Global. Due to the lock-up established in connection with the capital increase in February/March 2014 (note 9), Evolva suspended its SEDA program for a period of 180 days. Therefore, no SEDA transaction occurred between the capital increase date and the reporting date. Page 7 of 10
9 11. Non-controlling interests in Evolva India From 2005 to 2010, Evolva Biotech Private Limited (Evolva India) received financing from Ventureast and APIDC, two Indian venture funds. At each investment, the two investors received convertible preference shares in Evolva India giving the investors conversion rights to a total of 10.7 million shares in Evolva Holding SA under a conversion agreement from The preference shares were redeemable after ten years unless converted to shares in Evolva Holding SA. In the context of converting part of their shares, both investors agreed to waive their redemption rights in As a consequence, non-current liabilities of CHF 3.8 million have been reclassified to non-controlling interests in In order to satisfy Evolva s obligation under the conversion agreement, the Company issues and sells treasury shares on behalf of the two Indian investors. During the reporting period ending 30 June 2014, 1.75 million treasury shares were sold and the proceeds transferred to the two funds. This has led to an increase of ownership for Evolva from 68.3 % to 71.1 % in Evolva India. Since inception, a total of 6.9 million shares have been sold on behalf of the two Indian funds which consequently hold conversion rights for 3.8 million shares at the reporting date. As the two Indian funds have invested in Evolva India at different prices, the exchange ratio is different between the investing rounds. As a consequence, the shareholding in Evolva India will not increase in a linear way. 12. Incentive option programmes The Board of Directors administers the Group s incentive option plans. The granting of options to management, employees and members of the Board of Directors is done according to the Company s option plan regulations. The table below illustrates the number-weighted average exercise price in CHF (WAEP), the number of options outstanding and the weighted average years remaining contractual life (WAYCL) as at 30 June Plan name Year of grant WAEP Option no. WAYCL EVE ,669, EVE ,146, EVE ,970, EVE ,760, EVE 3 (Abunda replacement) ,057, EVE ,684, EVE 1b , EVE ,512, Total ,960, A summary of the number of options granted, exercised, forfeited and outstanding for the above plan is as follows: Number of options 30 June Dec 2013 Outstanding at 1 January 27,579,184 27,898,960 Granted 5,692,405 3,271,400 Exercised 1,301,193 3,223,186 Forfeited 10, ,562 Expired - - Outstanding end of period 31,960,268 27,579,184 -of which exercisable 20,251,103 19,124,773 Page 8 of 10
10 The fair values of the granted options have been determined by using a binomial option valuation model. The resulting expenses for the Company are recognised over the vesting period. In addition to the EVE plans, a total of 1,058,714 former Arpida options are outstanding and exercisable. All Arpida option plans expire between 2017 and There have been no exercises of Arpida options during the reporting period. For the six-month period ended 30 June 2014, the following personnel expenses related to the outstanding options were recorded in accordance with IFRS 2 in the consolidated statement of financial performance: CHF 1, Research & development expenses Selling, general & administrative expenses Total expenses 1, , Commitments and contingencies Operating lease commitments The future minimum lease payments under non-cancellable operating leases that are not accounted for in the balance sheet are: CHF 1, Within 1 year Within 1 year and not later than 5 years 2, ,780.2 Later than 5 years 4, ,002.7 Total expenses 8, ,568.1 Evolva has entered into several rental contracts for its facilities. The break-down of these contracts which do not qualify as finance leases is disclosed in the table above. As at 30 June 2014, the rental contract for office and laboratory facilities in the TechCenter Reinach (TCR), Switzerland, represents c. 90 % of all operating lease commitments. Contingent liabilities As part of its R&D operations, Evolva has entered into agreements with partners that either a) give Evolva access to the partners intellectual property rights, or b) provide for the partners to contribute to Evolva s projects. Under these agreements, Evolva will be due to make certain milestone and/or royalty payments subject to the progress of the relevant products. Depending on the project, Evolva will have to pay % in royalty on revenues. Evolva does not expect any significant payments under these agreement before The Company has entered into various purchase commitments for services and materials as part of its ordinary business. These commitments are not in excess of current market prices and reflect normal business operations. 14. Events subsequent to the reporting date Acquisition of Prosarix Ltd (UK) On 4 August 2014, Evolva Holding SA acquired 100% of the share capital of Prosarix Ltd. UK. Prosarix Ltd. is a leading in silico (computational) modelling company focusing on small molecule identification, design, biosynthesis and functional analysis. As consideration, Prosarix shareholders receive a total of 3.2 million Evolva Holding SA shares, of which 1.2 million were transferred at closing. The remaining 2 million shares will be transferred between 2015 and 2018 subject to certain service conditions of the Prosarix employees who have joined the Evolva staff. The 1.2 million shares transferred at closing are considered as purchase consideration and represent a value of c. CHF 1.6 million. Page 9 of 10
11 A provisional purchase price allocation results in short term assets of CHF 0.3 million, intangible assets of CHF 1.8 million, short term liabilities of CHF 0.1 million and deferred tax liabilities of CHF 0.4 million. The remaining 2 million shares to be transferred over the next 4 years represent a value of c. CHF 2.6 million and are accounted as compensation for services during in the statement of financial performance. New contract with the US Defense Threat Reduction Agency (DTRA) On 14 August 2014 Evolva entered into a contract (HDTRA1-14-C-0122) with the US Defense Threat Reduction Agency (DTRA) for the program GC-072 ( First Oral Antibiotic for the Treatment of Acute Melioidosis and Select Agents ). DTRA will fund USD 6.5 million for pre-clinical studies during the first 15-month stage and up to an additional USD 8.6 million if the two remaining stages (2 years) are executed. Page 10 of 10
12 Ernst & Young Ltd Aeschengraben 9 P.O. Box CH-4002 Basle Phone Fax To the Board of Directors Evolva Holding SA, Reinach Basle, 1 September 2014 Report on the review of interim condensed consolidated financial statements Introduction We have reviewed the interim condensed consolidated financial statements (consolidated statement of financial position, consolidated statement of financial performance, consolidated statement of comprehensive income, consolidated statement of cash flow, consolidated statement of equity and explanatory notes) of Evolva Holding SA for the six-month period ended 30 June 2014 (pages 1 to 10). The Board of Directors is responsible for the preparation and presentation of these condensed interim consolidated financial statements in accordance with IAS 34 Interim Financial Reporting. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting. Ernst & Young Ltd Jürg Zürcher Licensed audit expert (Auditor in charge) Daniel Maiwald Licensed audit expert Member of the Swiss Institute of Certified Accountants and Tax Consultants
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