Washington, D.C. 20549
EDAP TMS S.A. Files on
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F .........X........ Form 40-F.................
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): .......
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): .......
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THE REGISTRATIONS STATEMENTS ON FORM S-8 (NOS. 333-188112 and 333-217160) OF EDAP TMS S.A. AND TO BE PART THEREOF
FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
The following discussion of our results
of operations and liquidity and capital resources for the six months ended June 30, 2018 is based on, and should be read in conjunction
with, the unaudited consolidated interim financial statements and the notes thereto included in this report on Form 6-K. The unaudited
consolidated interim financial statements have been prepared in accordance with U.S. GAAP and refer to the new topic-based FASB
Accounting Standards Codification (“ASC”).
The financial data included in this report
has been prepared by, and is the responsibility of, EDAP TMS’s management. KPMG Audit has not audited, reviewed, compiled
or performed any procedures with respect to the accompanying financial data. Accordingly, KPMG Audit does not express an opinion
or any other form of assurance with respect thereto.
The unaudited consolidated interim financial
statements filed in this report on Form 6-K supplements the unaudited financial information furnished on Form 6-K on August 29,
2018.
Our total revenues
decreased 1.3% from €18.0 million in the first half of 2017 to €17.8 million in the first half of 2018.
The HIFU division’s
net sales of medical devices decreased 29.6% to €1.2 million in the first half of 2018, as compared to €1.7 million in
the first half of 2017. We sold two Focal One units in the first half of 2018, as compared with two Ablatherm units and two Focal
One units in the first half of 2017.
HIFU treatment-driven
revenue, which includes net sales of RPP and leases, net sales of consumables and net sales of treatment related services, decreased
4.9% to €2.9 million for first six months of 2018 as compared to €3.0 million for the same period of last year.
Net
sales of HIFU maintenance services increased from €0.5 million in 2017 to €0.7 million in 2018.
Other
HIFU-related revenues increased to €14 thousand in 2018 from €8 thousand in 2017 and were comprised of license-based
revenues from Theraclion.
The UDS division’s
net sales of medical devices decreased 6.2% from €7.2 million in the first half of 2017 to €6.8 million in the first
half of 2018 with 18 lithotripsy devices sold in the first half of 2018 compared to 15 lithotripsy devices sold in the first half
of 2017, and a decrease of 15% of the distribution devices sales.
Net sales of UDS-related
consumables, spare parts, supplies, leasing and services increased 13% from €5.5 million in the first half of 2017 to €6.2
million in the first half of 2018.
Cost of sales decreased
2.2% from €10.4 million in the first half of 2017 to €10.2 million in the first half of 2018, and represented 57.5% of
net sales in the first half of 2018, compared to 58.1% of net sales in the first half of 2017. This Gross margin improvement was
generated by our new sales organization in Korea.
Operating expenses
increased 7.4%, or €0.6 million, from €8.4 million in the first half of 2017 to €9.0 million in the first half of
2018, reflecting the increased investment in sales and marketing and in HIFU pipeline development programs.
As a result of the
factors discussed above, we recorded a consolidated operating loss of €1.5 million in the first half of 2018 as compared to
a consolidated operating loss of €0.8 million in the first half of 2017.
We realized an operating
profit in the UDS division of €1.1 million in the first half of 2018, as compared to an operating profit of €0.8 million
in the first half of 2017, and an operating loss in the HIFU division of €1.9 million in the first half of 2018, as compared
to an operating loss of €0.9 million in the first half of 2017.
Financial (expense)
income net was an income of €0.5 million in the first half of 2018, which was mostly comprised of a €0.5 million income
generated by the fair value adjustments of the outstanding warrants, compared with an income of €1.4 million in the first
half of 2017 reflecting the €1.4 million income generated by the fair value adjustments of the outstanding warrants.
In the first half of
2018, we recorded a net foreign currency exchange gain of €0.5 million, compared to a loss of €0.4 million in the first
half of 2017.
Income tax was an expense
of €0.2 million in the first half of 2018, compared to an expense of €0.2 million in the first half of 2017.
As a result of the
above, we realized a consolidated net loss of €0.7 million in the first half of 2018 compared with a consolidated net loss
of €0.07 million in the first half of 2017.
Our cash position as
of June 30, 2018 was €17.2 million (including €0 million of short-term treasury investments), compared to €18.6
million (including €0 million of short-term treasury investments), as of June 30, 2017. We experienced negative cash flows
of €2.8 million in the first half of 2018 and negative cash flows of €3.4 million in the first half of 2017.
In 2018, net cash used
in operating activities was €1 million compared with net cash used in operating activities of €3.4 million in the first
half of 2017.
In the first half of
2018, net cash used in operating activities reflected principally:
In the first half of
2017, net cash used in operating activities reflected principally:
In the first half
of 2018, net cash used in investing activities was €1.1 million compared with net cash used of €0.7 million in investing
activities in the first half of 2017.
Net cash used in
investing activities of €1.1 million in the first half of 2018 reflected mainly acquisitions of equipment of €0.5 million
and investments (including 0.3M€ for new ERP program implementation) of €0.7 million in capitalized assets produced by
the Company, mostly for rental and RPP activity and R&D prototypes.
Net cash used in
investing activities of €0.7 million in the first half of 2017 reflected mainly acquisitions of equipment of €0.3 million
and investments of €0.4 million in capitalized assets produced by the Company, mostly for rental and RPP activity and R&D
HIFU prototypes.
In the first half of
2018, net cash used by financing activities was €0.5 million compared with net cash provided by financing activities of €0.05
million in the first half of 2017.
In the first half of
2018, net cash used in financing activities reflected principally the €0.4 million net proceeds from new long-term borrowings,
repayment of capital lease obligations totaling €0.1 million and of long-term borrowings totaling €0.2 million, and the
decrease of €0.6 million in bank overdrafts.
In the first half of
2017, net cash generated in financing activities reflected principally the €0.7 million net proceeds from exercise of warrants
and stock options, but also new long-term borrowings of €0.8 million of conditional advances to finance HECAM project research,
repayment of capital lease obligations totaling €0.1 million and of long-term borrowings totaling €0.1 million, and the
decrease of €0.4 million in bank overdrafts.
1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1-1 Nature of
operations
EDAP TMS S.A. and its
subsidiaries (‘‘the Company’’) are engaged in the development, production, marketing, distribution and
maintenance of a portfolio of minimally invasive medical devices for the treatment of urological diseases. The Company currently
produces innovative robotic devices for treating stones of the urinary tract and localized prostate cancer. We also derive revenues
from the distribution of urodynamics products and urology lasers. Net sales consist primarily of direct sales to hospitals and
clinics in France and Europe, export sales to third-party distributors and agents, and export sales through subsidiaries based
in Germany, Italy, the United States and Asia.
Moreover, the Company
develops a novel HIFU treatment for liver cancer in cooperation with its long-term academic partner INSERM and leading cancer centers
(the “HECAM” project).
The Company purchases
the majority of the components used in its products from a number of suppliers but for some components, relies on a single source.
Delay would occur if the supply of these components or other components was interrupted and these delays could be extended in certain
situations where a component substitution may require regulatory approval. Failure to obtain adequate supplies of these components
in a timely manner could have a material adverse effect on the Company’s business, financial position and results of operation.
1-2 Basis of
preparation
These consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.
GAAP).
Certain prior year
comparative information in the financial statements has been revised to conform to the current year presentation. The revision
relates to the reclassification of conditional advance cash flows from operating activities (“net increase (decrease) in
operating assets and liabilities”) to financing activities (“proceeds from long term borrowings, net of financing cost”
and “repayment of long-term borrowings”).
1-3 Management
estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting principles (‘‘U.S. GAAP’’) requires
management to make estimates and assumptions, such as business plans, stock price volatility, duration of standard warranty per
market and cost of maintenance contract used to determine the amount of revenue to be deferred and life duration of our range of
products. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
1-4 Consolidation
The accompanying consolidated
financial statements include the accounts of EDAP TMS S.A. and all its domestic and foreign owned subsidiaries, which include EDAP
TMS France SAS, EDAP Technomed Inc. (USA), Edap Technomed Sdn Bhd (Malaysia), Edap Technomed Italia S.R.L, EDAP Technomed Co. Ltd.
(Japan) and EDAP TMS Gmbh (Germany). Edap Technomed Sdn Bhd was incorporated in early 1997. Edap Technomed Co. Ltd. was created
in late 1996. EDAP TMS Gmbh was created in July 2006. EDAP SA, a subsidiary incorporating HIFU activities merged all of its activity
into EDAP TMS France SAS in 2008. All intercompany transactions and balances are eliminated in consolidation.
1-5 Revenue recognition
Sales of goods:
For medical device
sales with no significant remaining vendor obligation, payments contingent upon customer financing, acceptance criteria that can
be subjectively interpreted by the customer, or tied to the use of the device, revenue is recognized when evidence of an arrangement
exists, title to the device passes (depending on terms, either upon shipment or delivery), and the customer has the intent and
ability to pay in accordance with contract payment terms that are fixed or determinable. For sales in which payment is contingent
upon customer financing, acceptance criteria can be subjectively interpreted by the customer, or payment depends on use of the
device, revenue is recognized when the contingency is resolved. The Company provides training and provides a minimum of one-year
warranty upon installation. The Company accrues for the warranty costs at the time of sale. Revenues related to disposables are
recognized when goods are delivered.
Our device sale arrangements
may contain multiple elements, including device(s), consumables and service. We generally deliver all the devices within days of
entering into the system sale arrangement, and consumables and service over the period agreed in the arrangement. Each of these
elements is a separate unit of accounting. Devices, consumables and service are also sold on a stand-alone basis.
For multiple-element
arrangements, revenue is allocated to each unit of accounting based on their relative selling prices. Relative selling prices are
based first on vendor specific objective evidence of fair value (“VSOE”), then on third-party evidence of selling price
(“TPE”) when VSOE does not exist, and then on management's best estimate of the selling price (“ESP”) when
VSOE and TPE do not exist.
Consumables revenues
are deferred until delivery and services revenues are deferred until execution.
Sales of RPPs and leases:
Revenues related to
the sale of HIFU treatments invoiced on a ‘‘Revenue-Per-Procedure’’ (‘‘RPP’’) basis
are recognized when the treatment procedure has been completed. Revenues from devices leased to customers under operating leases
are recognized on a straight-line basis.
Sales of spare parts
and services:
Revenues related to
spare parts are recognized when goods are delivered. Maintenance contracts rarely exceed one year and are recognized on a straight
line basis. Billings or cash receipts in advance of services due under maintenance contracts are recorded as deferred revenue.
1-6 Costs of
sales
Costs of sales include
all direct product costs, costs related to shipping, handling, duties and importation fees, as well as certain indirect costs such
as service and supply chain departments expenses. Indirect costs are allocated by type of sales (goods, RPP and leases, spare parts
and services) using an allocation method determined by management by type of costs and segment activities and reviewed on an annual
basis.
1-7 Shipping
and handling costs
The Company recognizes
revenue from the shipping and handling of its products as a component of revenue. Shipping and handling costs are recorded as a
component of cost of sales.
1-8 Cash equivalents
and short term investments
Cash equivalents are
cash investments which are highly liquid and have initial maturities of 90 days or less.
Cash investments with
a maturity higher than 90 days are considered as short-term investments.
1-9 Accounts
Receivables
Accounts receivables
are stated at cost net of allowances for doubtful accounts. The Company makes judgments as to its ability to collect outstanding
receivables and provides allowances for the portion of receivables when collection becomes doubtful. Provision is made based upon
a specific review of all significant outstanding invoices. These estimates are based on our bad debt write-off experience, analysis
of credit information, specific identification of probable bad debt based on our collection efforts, aging of accounts receivables
and other known factors. Accounts receivables also include receivables factored for which the Company is supporting the collection
risk.
1-10 Inventories
Inventories are valued
at the lower of cost (manufacturing cost, which is principally comprised of components and labor costs for our own manufactured
products, or purchase price for urology products we distribute), or on net realizable value. Cost is determined on a first-in,
first-out basis for components and spare parts and by specific identification for finished goods (medical devices). The Company
establishes reserves for inventory estimated to be obsolete, unmarketable or slow moving, first based on a detailed comparison
between quantity in inventory and historical consumption and then based on case-by-case analysis of the difference between the
cost of inventory and the related estimated market value.
1-11 Property
and equipment
Property and equipment
is stated at historical cost. Depreciation and amortization of property and equipment are calculated using the straight-line method
over the estimated useful life of the related assets, as follows:
Leasehold improvements.........................................
|
10 years or lease term if shorter
|
Equipment..............................................................
|
3-10 years
|
Furniture, fixtures, fittings and other .....................
|
2-10 years
|
Equipment includes industrial equipment
and research equipment that has alternative future uses. Equipment also includes devices that are manufactured by the Company and
leased to customers through operating leases related to Revenue-Per-Procedure transactions and devices subject to sale and leaseback
transactions. This equipment is depreciated over a period of seven years.
1-12 Long-lived
assets
The Company reviews
the carrying value of its long-lived assets, including fixed assets and intangible assets, for impairment whenever events or changes
in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Recoverability of long-lived assets
is assessed by a comparison of the carrying amount of the assets (or the Group of assets, including the asset in question, that
represents the lowest level of separately-identifiable cash flows) to the total estimated undiscounted cash flows expected to be
generated by the asset or group of assets. If the future net undiscounted cash flows is less than the carrying amount of the asset
or group of assets, the asset or group of assets is considered impaired and an expense is recognized equal to the amount required
to reduce the carrying amount of the asset or group of assets to its then fair value. Fair value is determined by discounting the
cash flows expected to be generated by the assets, when the quoted market prices are not available for the long-lived assets. Estimated
future cash flows are based on assumptions and are subject to risk and uncertainty.
1-13 Goodwill
and intangible assets
Goodwill represents
the excess of purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized but
instead tested annually for impairment or more frequently when events or change in circumstances indicate that the assets might
be impaired by comparing the carrying value to the fair value of the reporting units to which it is assigned. Under ASC 350, “Goodwill
and other intangible assets”, the impairment test is performed in two steps. The first step compares the fair value of the
reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying
amount, a second step is performed to measure the amount of impairment loss. The second step allocates the fair value of the reporting
unit to the Company’s tangible and intangible assets and liabilities. This derives an implied fair value for the reporting
unit’s goodwill. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill,
an impairment loss is recognized equal to that excess. For the purpose of any impairment test, the Company relies upon projections
of future undiscounted cash flows and takes into account assumptions regarding the evolution of the market and its ability to successfully
develop and commercialize its products.
Changes in market conditions
could have a major impact on the valuation of these assets and could result in additional impairment losses.
Intangible assets consist
primarily of purchased patents relating to lithotripters, purchased licenses, a purchased trade name and a purchased trademark.
The basis for valuation of these assets is their historical acquisition cost. Amortization of intangible assets is calculated by
the straight-line method over the shorter of the contractual or estimated useful life of the assets, as follows:
Patents....................................................................
|
5 years
|
SAP Licenses........................................................
|
10 years
|
Other Licenses......................................................
|
5 years
|
Trade name and trademark .....................................
|
7 years
|
Treasury stock purchases
are accounted for at cost. The sale of treasury stocks is accounted for using the first in first out method. Gains on the sale
or retirement of treasury stocks are accounted for as additional paid-in capital whereas losses on the sale or retirement of treasury
stock are recorded as additional paid-in capital to the extent that previous net gains from sale or retirement of treasury stocks
are included therein; otherwise the losses shall be recorded to accumulated benefit (deficit) account. Gains or losses from the
sale or retirement of treasury stock do not affect reported results of operations. Treasury stocks held by a Company cannot exceed
10% of the total number of shares issued.
1-15 Warranty expenses
The Company provides
customers with a warranty for each product sold and accrues warranty expense at time of sale based upon historical claims experience.
Standard warranty period may vary from 1 year to 2 years depending on the market. Actual warranty costs incurred are charged against
the accrual when paid and are classified in cost of sales in the statement of income.
1-16 Income taxes
The Company accounts
for income taxes in accordance with ASC 740, ‘‘Accounting for Income Taxes’’ Under ASC 740, deferred tax
assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities
and are measured by applying enacted tax rates and laws to taxable years in which such differences are expected to reverse. A valuation
allowance is established if, based on the weight of available evidence, it is more likely than not that some portion, or all of
the deferred tax assets, will not be realized. In accordance with ASC740, no provision has been made for income or withholding
taxes on undistributed earnings of foreign subsidiaries, such undistributed earnings being permanently reinvested.
As of January 1, 2007,
the Company adopted FIN48 (now ASC 740) "Accounting for uncertainty in income tax". Under ASC740, the measurement of
a tax position that meets the more-likely-that-not recognition threshold must take into consideration the amounts and probabilities
of the outcomes that could be realized upon ultimate settlement using the facts, circumstances and information available at the
reporting date.
1-17 Research
and development costs
Research and development
costs are recorded as an expense in the period in which they are incurred. The French government provides tax credits to companies
for innovative research and development.
This tax credit is calculated
based on a percentage of eligible research and development costs and it can be refundable in cash and is not contingent on future
taxable income. As such, the Company considers the research tax credits as a grant, offsetting operating expenses
.
1-18 Advertising
costs
Advertising costs are
recorded as an expense in the period in which they are incurred.
1-19 Foreign
currency translation and transactions
Translation of the
financial statements of consolidated companies
The reporting currency
of EDAP TMS S.A. for all years presented is the euro (€). The functional currency of each subsidiary is its local currency.
In accordance with ASC 830, all accounts in the financial statements are translated into euro from the functional currency at exchange
rate as follows:
|
•
|
assets and liabilities are translated at year-end exchange rates;
|
|
•
|
shareholders’ equity is translated at historical exchange
rates (as of the date of contribution);
|
|
•
|
statement of income items are translated at average exchange rates
for the year; and
|
|
•
|
translation gains and losses are recorded in a separate component
of shareholders’ equity.
|
Foreign currencies
transactions
Transactions involving
foreign currencies are translated into the functional currency using the exchange rate prevailing at the time of the transactions.
Receivables and payables denominated in foreign currencies are translated at year-end exchange rates. The resulting unrealized
exchange gains and losses are carried to the statement of income.
1-20 Presentation
in the Income Statement
Aggregate foreign
currency transactions gains and losses are disclosed in a single caption in the income statement under section “Foreign
currency exchange gain (loss), net”.
1-21 Earnings per share
Basic earnings per
share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock
outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared
in the earnings of the Company. The dilutive effects of the Company’s common stock options and warrants is determined using
the treasury stock method to measure the number of shares that are assumed to have been repurchased using the average market price
during the period, which is converted from U.S. dollars at the average exchange rate for the period.
1-22 Derivative
instruments
ASC 815 requires the
Company to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at
fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether
it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those
derivative instruments that are designated and qualify as hedging instruments, the Company must classify the hedging instrument,
based upon the exposure being hedged, as fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
Gains and losses from
derivative instruments are recorded in the income statement.
1-23 Employee
stock option plans
At June 30, 2018, the
Company had four stock-based employee compensation plans. The Company adopted ASC 718, “Share-Based Payment”, effective
January 1, 2006. ASC 718 requires the recognition of fair value of stock compensation as an expense in the calculation of net income
(loss).
The Company granted
260,000 stock options to subscribe to new shares to certain employees of the Company in April 2017.
The fair value of each
stock option granted during the year is estimated on the date of grant using the Black-Scholes option pricing model with the following
assumptions:
|
|
06-30-2018
(1)
|
|
12-31-2017
|
Weighted-average expected life (years)
|
|
|
-
|
|
|
|
6.25
|
|
Expected volatility rates
|
|
|
-
|
|
|
|
57.4
|
%
|
Expected dividend yield
|
|
|
-
|
|
|
|
—
|
|
Risk-free interest rate
|
|
|
-
|
|
|
|
0.02
|
%
|
Weighted-average exercise price (€)
|
|
|
-
|
|
|
|
2.39
|
|
Weighted-average fair value of options granted during the year (€)
|
|
|
-
|
|
|
|
1.29
|
|
(1)
The company did
not make any grants during the period ended June 30, 2018.
1-24 Warrants
On May 28, 2013,
pursuant to a securities purchase agreement dated May 20, 2013, as amended, the Company issued new ordinary shares in the form
of ADSs to selected institutional investors in a registered direct placement (the “May 2013 Placement”) with warrants
attached (the “May 2013 Investor Warrants”). The Company also issued warrants to the placement agent, H.C. Wainwright
& Co., LLC (the “May 2013 Placement Agent Warrants” and together with the May 2013 Investor Warrants, the “May
2013 Warrants”). As the May 2013 Warrants comprised the same structure and provisions than the March 2012 Warrants, including
an exercise price determined in U.S. dollars while the functional currency of the Company is the Euro, the Company determined
that the May 2013 Warrants should be accounted for as a liability.
The Company used
the Black-Scholes pricing model to value the May 2013 Warrants at inception, with changes in fair value recorded as a financial
expense or income.
On April 14, 2016,
pursuant to a securities purchase agreement dated April 7, 2016, as amended, the Company issued new ordinary shares in the form
of ADSs to selected institutional investors in a registered direct placement (the “April 2016 Placement”) with warrants
attached (the “April 2016 Investor Warrants”). As the April 2016 Warrants comprised the same structure and provisions
than the March 2012 and May 2013 Warrants, including an exercise price determined in U.S. dollars while the functional currency
of the Company is the Euro, the Company determined that the April 2016 Warrants should be accounted for as a liability.
The Company used
the Black-Scholes pricing model to value the April 2016 Warrants at inception, with changes in fair value recorded as a financial
expense or income.
1-25 Leases and
Sales and leaseback transactions
In accordance with
ASC 840, Accounting for Leases, the Company classifies all leases at the inception date as either a capital lease or an operating
lease. A lease is a capital lease if it meets any one of the following criteria; otherwise, it is an operating lease:
|
-
|
Ownership is transferred to the lessee by the end of the lease term;
|
|
-
|
The lease contains a bargain purchase option;
|
|
-
|
The lease term is at least 75% of the property's estimated remaining economic life;
|
|
-
|
The present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the
leased property to the lessor at the inception date.
|
For sales type leases, the following two additional
criteria are applied:
|
-
|
Collectability of the minimum lease payment is reasonably predictable;
|
|
-
|
No important uncertainties surround the amount of un-reimbursable costs yet to be incurred by the lessor under the lease.
|
The Company enters
into sale and leaseback transactions from time to time. In accordance with ASC 840, any profit or loss on the sale is deferred
and amortized prospectively over the term of the lease, in proportion to the leased asset if a capital lease, or in proportion
to the related gross rental charged to expense over the lease term, if an operating lease.
2—CASH, CASH EQUIVALENTS AND SHORT TERM INVESTMENTS
Cash and cash equivalents and short terms
investments are comprised of the following:
|
|
|
06-30-2018
|
|
|
|
12-31-2017
|
|
Total cash and cash equivalents
|
|
|
17,203
|
|
|
|
20,004
|
|
Short term investments
|
|
|
-
|
|
|
|
-
|
|
Total cash and cash equivalent and short term investments
|
|
|
17,203
|
|
|
|
20,004
|
|
Short term investments
are comprised of money market funds. The aggregate fair value of the short-term investments is consistent with their book value.
3—INVENTORIES
Inventories consist
of the following:
|
|
|
06-30-2018
|
|
|
|
12-31-2017
|
|
Components, spare parts
|
|
|
4,824
|
|
|
|
3,909
|
|
Work-in-progress
|
|
|
-
|
|
|
|
729
|
|
Finished goods – own manufactured products
|
|
|
1,629
|
|
|
|
1,167
|
|
Finished goods – distribution products
|
|
|
1,477
|
|
|
|
1,656
|
|
Total gross inventories
|
|
|
7,930
|
|
|
|
7,461
|
|
Less: allowance for slow-moving inventory and net realizable value
|
|
|
(856
|
)
|
|
|
(722
|
)
|
Total
|
|
|
7,074
|
|
|
|
6,739
|
|
The provision for slow moving inventory
relates to components and spare parts.
4—SHORT-TERM BORROWINGS
As of June 30, 2018,
short-term borrowings consist mainly of €2,112 thousand of account receivables factored and for which the Company is supporting
the risk of non-collection.
As of June 30, 2017,
short-term borrowings consist mainly of €1,253 thousand of account receivables factored and for which the Company is supporting
the risk of non-collection.
5—CAPITAL LEASE OBLIGATIONS
The Company leases
certain of its equipment under capital leases. At June 30, 2018, this equipment consists mainly of medical devices for a liability
amount of €173 thousand and vehicles and other IT equipment for a liability amount of €746 thousand.
6— LONG TERM DEBT, AND FINANCIAL INSTRUMENTS CARRIED
AT FAIR VALUE
6-1 Long-term
debt:
|
|
06-30-2018
|
|
12-31-2017
|
France term loan
|
|
|
613
|
|
|
|
700
|
|
Japanese term loan (YEN)
|
|
|
-
|
|
|
|
40
|
|
Germany term loan
|
|
|
728
|
|
|
|
399
|
|
Italy term loan
|
|
|
53
|
|
|
|
78
|
|
Total long term debt
|
|
|
1,394
|
|
|
|
1,217
|
|
Less current portion
|
|
|
(375
|
)
|
|
|
(383
|
)
|
Total long-term portion
|
|
|
1,019
|
|
|
|
834
|
|
As of December 31,
2017, long-term debt in Japan consists of two loans in Yen with the following conditions:
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP Technomed Co. Ltd
|
|
|
55,000,000
|
|
|
June 30, 2018
|
|
|
1.80
|
%
|
|
Monthly instalment
|
|
|
|
10,000,000
|
|
|
June 30, 2018
|
|
|
2.10
|
%
|
|
Monthly instalment
|
As of June 30, 2018,
long-term debt in Germany consists of three loans in euro with the following conditions:
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP TMS GMBH
|
|
|
450,000
|
|
|
November 30, 2020
|
|
|
2.49
|
%
|
|
Monthly instalment
|
This loan is pledged
by an HIFU equipment with a purchase value of €450 thousand.
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP TMS GMBH
|
|
|
136,500
|
|
|
December 31, 2022
|
|
|
2.25
|
%
|
|
Monthly instalment
|
This loan is pledged
by an UDS equipment with a purchase value of €136 thousand.
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP TMS GMBH
|
|
|
400,000
|
|
|
March 31, 2023
|
|
|
2.40
|
%
|
|
Monthly instalment
|
This loan is pledged
by an HIFU equipment with a purchase value of €400 thousand.
As of December 31,
2017 long-term debt in Germany consists of two loans in euro with the following conditions:
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP TMS GMBH
|
|
|
450,000
|
|
|
November 30, 2020
|
|
|
2.49
|
%
|
|
Monthly instalment
|
This loan is pledged
by an HIFU equipment with a purchase value of €450 thousand.
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Frequency of principal payments
|
EDAP TMS GMBH
|
|
|
136,500
|
|
|
December 31, 2022
|
|
|
2.25
|
%
|
|
Monthly instalment
|
This loan is pledged
by an UDS equipment with a purchase value of €136 thousand.
As of June 30, 2018
and December 31, 2017, long-term debt in Italy consists of a loan in euro for an initial amount of €242 thousand with an interest
rate of Euribor 1 month + 4.5% due to mature on June 6, 2019.
As of June 30, 2018
and December 31, 2017, long-term debt in France consists of one loan in Euro to finance the ERP project with the following conditions:
|
|
Initial Amount
|
|
Maturation
|
|
Fixed Interest rate
|
|
Reimbursement Periodicity
|
EDAP TMS FRANCE
|
|
|
700,000
|
|
|
October 16, 2021
|
|
|
0.40
|
%
|
|
Quarterly instalment
|
6-2 Financial
instruments carried at fair value:
|
|
06-30-2018
|
|
12112-31-2017
|
Investor Warrants
|
|
|
319
|
|
|
|
840
|
|
Total
|
|
|
319
|
|
|
|
840
|
|
Less current portion
|
|
|
(319
|
)
|
|
|
(840
|
)
|
Total long-term portion
|
|
|
-
|
|
|
|
-
|
|
May 28, 2013, pursuant
to a securities purchase agreement dated May 20, 2013, as amended, the Company issued 3,000,000 ordinary shares in the form of
ADSs to selected institutional investors in a registered direct placement (the “May 2013 Placement”), at a price of
$4.00 per share, with warrants attached (the “May 2013 Investor Warrants”). The May 2013 Investor Warrants allow investors
to purchase up to 1,500,000 shares in the form of ADSs at an exercise price of $4.25. The May 2013 Investor Warrants are exercisable
from November 29, 2013 and expire on November 29, 2018. The Company also issued warrants to purchase up to 180,000 shares in the
form of ADSs to the placement agent, H.C. Wainwright & Co., LLC, with an exercise price of $5.00 per share (the “May
2013 Placement Agent Warrants” and together with the Investor Warrants, the “May 2013 Warrants”). The May 2013
Placement Agent Warrants were exercisable from November 29, 2013 and expired on May 28, 2016. As the May 2013 Warrants comprised
the same structure and provisions than the March 2012 Warrants, including an exercise price determined in U.S. dollars while the
functional currency of the Company is the Euro, the Company determined that the May 2013 Warrants should be accounted for as a
liability. Total gross proceeds for the placement amounted to $12.0 million (€ 9.270 million), out of which $3.817 million
(€2.950 million) allocated to the Investor and Placement Agent Warrants based on their fair value and accounted for as liability,
and the remaining $8.183 million (€6.320 million) allocated to the share capital increase. The form of the securities purchase
agreement and the form of Investor Warrant werefurnished to the SEC on our report on Form 6-K dated May 28, 2013.
The Company used
the Black-Scholes pricing model to value the May 2013 Warrants at inception, with changes in fair value recorded as a financial
expense or income.
On April 14, 2016,
pursuant to a securities purchase agreement dated April 7, 2016, the Company issued 3,283,284 ordinary shares in the form of ADSs
to selected institutional investors in a registered direct placement (the “April 2016 Placement”), at a price of $3.50
per share, with warrants attached (the “April 2016 Investor Warrants”). The April 2016 Investor Warrants allow investors
to purchase up to 3,283,284 shares in the form of ADSs at an exercise price of $4.50. The April 2016 Investor Warrants are exercisable
from October 14, 2016 and expire on October 14, 2018. As the April 2016 Warrants comprised the same structure and provisions than
the May 2013 Warrants, including an exercise price determined in U.S. dollars while the functional currency of the Company is the
Euro, the Company determined that the April 2016 Warrants should be accounted for as a liability. Total gross proceeds for the
placement amounted to $11.5 million (€ 10.2 million), out of which $3.578 million (€3.168 million) allocated to the Investor
Warrants based on their fair value and accounted for as liability, and the remaining $7.913 million (€7.006 million) allocated
to the share capital increase. The form of the securities purchase agreement and the form of Investor Warrant were furnished to
the SEC on our report on Form 6-K dated April 14, 2016.
The Company used
the Black-Scholes pricing model to value the April 2016 Warrants at inception, with changes in fair value recorded as a financial
expense or income.
As of June 30, 2018, all of the March
2012 placement agent warrants were exercised or forfeited.
Fair Value of the May 2013 Investor Warrants:
The valuation model
of the Investor Warrants uses the following main assumptions and parameters based on a Black-Scholes model. Note that Warrant’s
maturity is assumed to be their legal duration as per Warrant contract.
|
|
At inception date
|
|
June 30,
2018
|
|
December 31,
2017
|
Share price at closing date
|
|
$
|
3.96
|
|
|
$
|
3.03
|
|
|
$
|
2.87
|
|
Strike price of warrants
|
|
$
|
4.25
|
|
|
$
|
4.25
|
|
|
$
|
4.25
|
|
Risk free interest rate at 5.5 years
|
|
|
1.07
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Share price volatility
|
|
|
71
|
%
|
|
|
57.40
|
%
|
|
|
57.40
|
%
|
Dividend rates
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Unit fair value
|
|
$
|
2.35
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
Total fair value (in thousand)
|
|
$
|
3.525
|
|
|
$
|
193
|
|
|
$
|
392
|
|
Total equivalent amount (in thousand €)
|
|
€
|
2,725
|
|
|
€
|
166
|
|
|
€
|
328
|
|
Fair Value of the April 2016 Investor Warrants:
The valuation model
of the Investor Warrants uses the following main assumptions and parameters based on a Black-Scholes model. Note that Warrant’s
maturity is assumed to be their legal duration as per Warrant contract.
|
|
At inception date
|
|
June 30,
2018
|
|
December 31,
2017
|
Share price at closing date
|
|
|
3.64
|
|
|
|
3.03
|
|
|
|
2.87
|
|
Strike price of warrants
|
|
$
|
4.50
|
|
|
$
|
4.50
|
|
|
$
|
4.50
|
|
Risk free interest rate at 2.5 years
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Share price volatility
|
|
|
60.20
|
%
|
|
|
57.40
|
%
|
|
|
57.40
|
%
|
Dividend rates
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Unit fair value
|
|
$
|
1.09
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
Total fair value (in thousand)
|
|
$
|
3.579
|
|
|
$
|
179
|
|
|
$
|
614
|
|
Total equivalent amount (in thousand €)
|
|
€
|
3,168
|
|
|
€
|
153
|
|
|
€
|
513
|
|
6-3 Long-term
debt and financial instruments maturity:
Long-term debt and
financial instruments carried at fair value at June 30, 2018 mature as follows:
2018
|
529
|
2019
|
395
|
2020
|
364
|
2021
|
284
|
2022
|
112
|
2023
|
28
|
Total
|
1,713
|
7—SHAREHOLDERS’ EQUITY
7-1 Common stock
As of June 30, 2018,
EDAP TMS S.A.’s common stock consisted of 29,368,394 issued shares, fully paid, and with a par value of €0.13 each.
28,997,866 of the shares were outstanding.
7-2 Pre-emptive
subscription rights
Shareholders have preemptive
rights to subscribe on a
pro rata
basis for additional shares issued by the Company for cash. Shareholders may waive such
preemptive subscription rights at an extraordinary general meeting of shareholders under certain circumstances. Preemptive subscription
rights, if not previously waived, are transferable during the subscription period relating to a particular offer of shares.
7-3 Dividend
rights
Dividends may be distributed
from the statutory retained earnings, subject to the requirements of French law and the Company’s by-laws. The Company has
not distributed any dividends since its inception.
7-4 Treasury
stock
As of June 30, 2018,
the 370,528 shares of treasury stock consisted of (i) 190,238 shares acquired between August and December 1998 for €649 thousand,
and (ii) 180,290 shares acquired in June and July 2001 for €493 thousand. All 370,528 shares of treasury stock have been acquired
to cover outstanding stock options (see Note 7-5).
7-5 Stock-option plans
As of June 30, 2018,
the 370,528 ordinary shares held as treasury stock were dedicated to serve stock purchase option plans as follows: 127,100 shares
which may be purchased at a price of €2.38 per share pursuant to the exercise of options that were granted on June 25, 2010.
As of June 30 2018,
the Company sponsored four stock purchase and subscription option plans:
On May 22, 2007, the
shareholders of the Company authorized the Board of Directors to grant up to 600,000 options to subscribe to 600,000 new Shares.
Conforming to this stock option plan, the Board of Directors granted 504,088 options to subscribe to new Shares to certain employees
of EDAP TMS on October 29, 2007, and 95,912 options to subscribe to new Shares to certain employees of EDAP TMS on June 25, 2010.
Under this plan, 50,000 options to subscribe to new shares were still in force on June 30, 2018.
On June 24, 2010, the
shareholders of the Company authorized the Board of Directors to grant up to 229,100 options to purchase up to 229,100 Shares.
Conforming to this stock option plan, the Board of Directors granted 229,100 options to purchase Shares to certain employees of
EDAP TMS on June 25, 2010. Under this plan, 120,100 options were still in force on June 30, 2018.
On December 19, 2012,
the shareholders authorized the Board of Directors to grant up to 500,000 options to subscribe to 500,000 new shares at a fixed
price to be set by the Board of Directors. Conforming to this stock option plan, the Board of Directors granted 500,000 options
to subscribe Shares to certain employees of EDAP TMS on January 18, 2013. Under this plan, 297,500 options were still in force
on June 30, 2018.
On February 18, 2016,
the shareholders authorized the Board of Directors to grant up to 1,000,000 options to subscribe to 1,000,000 new shares at a fixed
price to be set by the Board of Directors. Conforming to this stock option plan, the Board of Directors granted 575,000 options
to subscribe Shares to certain employees of EDAP TMS on April 26, 2016. Under this plan, 505,000 options were still in force on
June 30, 2018. Conforming to this February 18, 2016 stock option plan, the Board of Directors granted 260,000 options to subscribe
Shares to certain employees of EDAP TMS on April 25, 2017. Under this plan, 215,000 options were still in force on June 30, 2018.
As of June 30, 2018,
a summary of stock option activity to purchase or to subscribe to Shares under these plans is as follows:
|
|
June 30, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
Options
|
|
Weighted average exercise price
(€)
|
|
Options
|
|
Weighted average exercise price
(€)
|
|
Options
|
|
Weighted average exercise price
(€)
|
Outstanding on January 1,
|
|
|
1,207,600
|
|
|
|
2.61
|
|
|
|
1,427,438
|
|
|
|
2.94
|
|
|
|
917,188
|
|
|
|
2.79
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
260,000
|
|
|
|
2.39
|
|
|
|
575,000
|
|
|
|
3.22
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
(60,000
|
)
|
|
|
1.91
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(20,000
|
)
|
|
|
3.22
|
|
|
|
(134,750
|
)
|
|
|
3.11
|
|
|
|
(64,750
|
)
|
|
|
3.30
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
(285,088
|
)
|
|
|
3.99
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at the end of the period
|
|
|
1,187,600
|
|
|
|
2.60
|
|
|
|
1,207,600
|
|
|
|
2.61
|
|
|
|
1,427,438
|
|
|
|
2.94
|
|
Exercisable at the end of the period
|
|
|
773,850
|
|
|
|
2.44
|
|
|
|
598,850
|
|
|
|
2.29
|
|
|
|
774,938
|
|
|
|
2.87
|
|
Shares purchase options available for grant on at end of period
|
|
|
250,428
|
|
|
|
|
|
|
|
250,428
|
|
|
|
|
|
|
|
243,428
|
|
|
|
|
|
The following table
summarizes information about options to purchase Shares already held by the Company as treasury Shares, or to subscribe to new
Shares, at June 30, 2018:
|
|
Outstanding options
|
|
|
|
Fully vested options
(1)
|
|
|
Exercise price (€)
|
|
Options
|
|
Weighted average remaining contractual life
|
|
Weighted average exercise price
(€)
|
|
Aggregate
Intrinsic
Value
(2)
|
|
Options
|
|
Weighted average exercise price
(€)
|
|
Aggregate
Intrinsic
Value
(2)
|
3.22
|
|
|
505,000
|
|
|
|
7.8
|
|
|
|
3.22
|
|
|
|
-
|
|
|
|
252,500
|
|
|
|
3.22
|
|
|
|
-
|
|
2.39
|
|
|
215,000
|
|
|
|
8.8
|
|
|
|
2.39
|
|
|
|
44,964
|
|
|
|
53,750
|
|
|
|
2.39
|
|
|
|
13,104
|
|
2.38
|
|
|
120,100
|
|
|
|
2.0
|
|
|
|
2.38
|
|
|
|
26,318
|
|
|
|
120,100
|
|
|
|
2.38
|
|
|
|
26,318
|
|
1.91
|
|
|
297,500
|
|
|
|
4.5
|
|
|
|
1.91
|
|
|
|
205,017
|
|
|
|
297,500
|
|
|
|
1.91
|
|
|
|
205,017
|
|
1.88
|
|
|
50,000
|
|
|
|
2.0
|
|
|
|
1.88
|
|
|
|
35,957
|
|
|
|
50,000
|
|
|
|
1.88
|
|
|
|
35,957
|
|
1.88 to 3.22
|
|
|
1,187,600
|
|
|
|
5.0
|
|
|
|
2.96
|
|
|
|
312,256
|
|
|
|
773,850
|
|
|
|
2.44
|
|
|
|
280,396
|
|
|
|
(1)
|
Fully
vested options are all exercisable options
|
|
|
(2)
|
The
aggregate intrinsic value represents the total pre-tax intrinsic value, based on the
Company’s closing stock price of $3.03 at June 30, 2018, which would have been
received by the option holders had all in-the-money option holders exercised their options
as of that date.
|
8—FINANCIAL INCOME, NET
Interest (expense)
income, net consists of the following:
|
|
6 months
2018
|
|
6 months
2017
|
Interest income
|
|
|
8
|
|
|
|
6
|
|
Interest expense
|
|
|
(26
|
)
|
|
|
(18
|
)
|
Warrants exercised or forfeited
|
|
|
-
|
|
|
|
625
|
|
Changes in fair value of the warrants
(1)
|
|
|
545
|
|
|
|
795
|
|
Total
|
|
|
528
|
|
|
|
1,408
|
|
|
(1)
|
For more details on the fair value of Financial Instruments, please refer to Notes 6.
|
9—SEGMENT INFORMATION
The Company currently
has four reporting segments: the corporate activities of the holding Company, EDAP TMS S.A., the High Intensity Focused Ultrasound
division, the Urological Devices and Services division and a reporting segment dedicated to the FDA approval for Ablatherm-HIFU
activity. Following the Ablatherm FDA clearance received on November 9, 2015, there is no more cost recorded on the FDA segment
in 2016 and 2017. The following tables set forth the key income statement figures, by segment for the first six months of 2018
and 2017 and the key balance sheet figures, by segment, for the first six months of 2018 and 2017.
The business in which
the Company operates is the development and production of minimally invasive medical devices, primarily for the treatment of urological
diseases. Substantially all revenues result from the sale of medical devices and their related license and royalty payments from
third parties. The segments derive their revenues from this activity.
Segment operating profit
or loss and segment assets are determined in accordance with the same policies as those described in the summary of significant
accounting policies. Interest income and expense, current and deferred income taxes are not allocated to individual segments. A
reconciliation of segment operating profit or loss to consolidated net loss is as follows:
|
|
6 months 2018
|
|
6 months 2017
|
Segment operating income (loss)
|
|
|
(1,482
|
)
|
|
|
(848
|
)
|
Financial income (expense), net
|
|
|
528
|
|
|
|
1,408
|
|
Foreign Currency exchange (losses) gains, net
|
|
|
456
|
|
|
|
(450
|
)
|
Other income (expense), net
|
|
|
-
|
|
|
|
-
|
|
Income tax (expense) credit
|
|
|
(180
|
)
|
|
|
(175
|
)
|
Consolidated net profit (loss)
|
|
|
(679
|
)
|
|
|
(65
|
)
|
A summary of the Company’s
operations by business unit is presented below for periods ending June 30, 2018 and 2017:
|
|
HIFU Division
|
|
UDS
Division
|
|
EDAP TMS
Corporate
|
|
Total consolidated
|
6 months 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of Goods
(incl. consumables)
|
|
|
2,082
|
|
|
|
8,848
|
|
|
|
-
|
|
|
|
10,929
|
|
Sales of RPPs & Leases,
|
|
|
1,791
|
|
|
|
689
|
|
|
|
-
|
|
|
|
2,480
|
|
Sales of Spare Parts & Services
|
|
|
870
|
|
|
|
3,469
|
|
|
|
-
|
|
|
|
4,338
|
|
Total Net Sales
|
|
|
4,742
|
|
|
|
13,006
|
|
|
|
-
|
|
|
|
17,748
|
|
Other Revenues
|
|
|
14
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14
|
|
Total Revenues
|
|
|
4,756
|
|
|
|
13,006
|
|
|
|
-
|
|
|
|
17,762
|
|
Gross Profit
|
|
|
2,326
|
|
|
|
5,236
|
|
|
|
-
|
|
|
|
7,561
|
|
Research & Development
|
|
|
(1,437
|
)
|
|
|
(763
|
)
|
|
|
-
|
|
|
|
(2,200
|
)
|
SG&A + Depreciation
|
|
|
(2,798
|
)
|
|
|
(3,405
|
)
|
|
|
(640
|
)
|
|
|
(6,843
|
)
|
Operating income (loss)
|
|
|
(1,909
|
)
|
|
|
1,068
|
|
|
|
(640
|
)
|
|
|
(1,482
|
)
|
|
|
HIFU Division
|
|
UDS
Division
|
|
EDAP TMS
Corporate
|
|
Total consolidated
|
6 months 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of Goods
(incl. consumables)
|
|
|
2,626
|
|
|
|
8,852
|
|
|
|
-
|
|
|
|
11,478
|
|
Sales of RPPs & Leases,
|
|
|
1,899
|
|
|
|
700
|
|
|
|
-
|
|
|
|
2,599
|
|
Sales of Spare Parts & Services
|
|
|
696
|
|
|
|
3,183
|
|
|
|
-
|
|
|
|
3,879
|
|
Total Net Sales
|
|
|
5,221
|
|
|
|
12,735
|
|
|
|
-
|
|
|
|
17,956
|
|
Other Revenues
|
|
|
8
|
|
|
|
32
|
|
|
|
-
|
|
|
|
40
|
|
Total Revenues
|
|
|
5,228
|
|
|
|
12,767
|
|
|
|
-
|
|
|
|
17,995
|
|
Gross Profit
|
|
|
2,794
|
|
|
|
4,774
|
|
|
|
-
|
|
|
|
7,568
|
|
Research & Development
|
|
|
(1,211
|
)
|
|
|
(654
|
)
|
|
|
-
|
|
|
|
(1,865
|
)
|
SG&A + Depreciation
|
|
|
(2,468
|
)
|
|
|
(3,316
|
)
|
|
|
(768
|
)
|
|
|
(6,551
|
)
|
Operating income (loss)
|
|
|
(885
|
)
|
|
|
804
|
|
|
|
(768
|
)
|
|
|
(848
|
)
|
10—SUBSEQUENT SIGNIFICANT EVENTS
There is no subsequent significant
event to report after June 30, 2018.