UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2020 Commission File Number: 001-38396

 

BIOFRONTERA AG

(Registrant’s name / Translation of registrant’s name into English)

 

Hemmelrather Weg 201, D-51377 Leverkusen Germany

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): N/A

 

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): N/A

 

 

 

     

 

 

EXHIBITS

 

Exhibit Number   Description
99.1   Six month financial statements
99.2   Operating and Financial Review and Prospects

 

     

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BIOFRONTERA AG
     
  By: /s/ Hermann Lübbert
  Name: Hermann Lübbert
  Title: Chief Executive Officer
     
  By: /s/ Thomas Schaffer
  Name: Thomas Schaffer
  Title: Chief Financial Officer

 

Date: January 22, 2020

 

     

 

 

 

Exhibit 99.1

 

Condensed interim IFRS consolidated financial statements as of June 30, 2019

 

Consolidated balance sheet as of June 30, 2019

 

Assets

 

in EUR thousands   June 30, 2019     December 31, 2018  
Non-current assets                
Tangible assets     5,607       794  
Intangible assets     23,436       352  
Deferred taxes     10,400       10,400  
Total non-current assets     39,443       11,546  
                 
Current assets                
Current financial assets                
Trade receivables     3,422       3,397  
Other financial assets     13,450       794  
Cash and cash equivalents     21,579       19,451  
Total current financial assets     38,451       23,642  
                 
Other current assets                
Inventories     4,488       3,177  
Income tax reimbursement claims     3       53  
Other assets     1,819       715  
Total other current assets     6,310       3,945  
                 
Total current assets     44,761       27,587  
Total assets     84,204       39,133  

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Equity and liabilities

 

in EUR thousands   June 30, 2019     December 31, 2018  
Equity                
Subscribed capital     44,638       44,632  
Capital reserve     117,286       117,109  
Capital reserve from foreign currency conversion adjustments     (446 )     (2 )
Loss carried forward     (145,350 )     (136,505 )
Loss for the period     9,001       (8,878 )
Total equity     25,129       16,356  
                 
Non-current liabilities                
Financial debt     22,528       13,462  
Other provisions     1,042       1,545  
Other financial liabilities     17,485       0  
Total non-current liabilities     41,055       15,007  
                 
Current liabilities                
Current financial liabilities                
Trade payables     3,795       1,806  
Current financial debt     188       165  
Other financial liabilities     812       29  
Total current financial liabilities     4,795       2,000  
                 
Other current liabilities                
Income tax liabilities     62       0  
Other provisions     2,617       2,891  
Other current liabilities     10,546       2,879  
Total other current liabilities     13,225       5,770  
                 
Total current liabilities     18,020       7,770  
Total equity and liabilities     84,204       39,133  

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Consolidated statement of comprehensive income for the first six months of 2019 and 2018

 

in EUR thousands   6M 2019     6M 2018  
Sales revenue     13,904       8,969  
Cost of sales     (2,483 )     (1,653 )
Gross profit from sales     11,421       7,316  
                 
Operating expenses                
Research and development costs     (2,322 )     (2,188 )
General administrative costs     (7,768 )     (4,079 )
Sales costs     (14,195 )     (8,311 )
                 
Loss from operations     (12,864 )     (7,261 )
                 
Interest expenses     (1,057 )     (990 )
Effective interest expenses     (497 )     (76 )
Interest income     209       4  
Other expenses     (188 )     (43 )
Other income     6,101       681  
Badwill     17,323       0  
                 
Profit/loss before income tax     9,027       (7,685 )
Income tax     (26 )     0  
Profit/loss for the period     9,001       (7,685 )
                 
Expenses and income not included in profit/loss                
Items which may in future be regrouped into the profit and loss statement under certain conditions.
Translation differences resulting from the conversion of foreign business operations.
    (444 )     (411 )
Other expenses and income total     (444 )     (411 )
                 
Profit/loss for the period     8,557       (8,096 )
                 
Basic earnings per share in EUR     0.20       (0.18 )
Diluted earnings per share in EUR     0.20       (0.18 )

 

Both the profit/loss for the period and the comprehensive income are fully attributable to the shareholders of Biofrontera AG.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Consolidated changes of equity for the first six months of 2019 and 2018

 

(in EUR thousands except for share information)   Number of
ordinary shares
    Subscribed
capital
    Capital
reserve
    Capital from
foreign currency
conversion adjustments (OCI)
    Accumulated
loss
    Total  
Balance as of January 31, 2018     38,416,828       38,417       100,769       700       (136,505 )     3,381  
Capital Increase     6,000,000       6,000       18,000       0       0       24,000  
Conversion of convertible bond 2016/2021     6,874       7       26       0       0       33  
Conversion of convertible bond 2017/2022     10,778       11       42       0       0       53  
Conversion of stock options from the stock option program     72,500       72       172       0       0       244  
Foreign currency conversion adjustment     0       0       0       (411 )     0       (411 )
Costs of equity procurement     0       0       (2,432 )     0       0       (2,432 )
Increase in capital reserve from the stock option program     0       0       130       0       0       130  
Loss for the period     0       0       0       0       (7,685 )     (7,685 )
Balance as of June 30, 2018     44,506,980       44,507       116,707       289       (144,190 )     17,313  
Conversion from convertible bond 2017/2022     2,694       2       9       0       0       11  
Conversion of stock options from the stock option program     123,000       123       261       0       0       384  
Foreign currency conversion adjustment     0       0       0       (291 )     0       (291 )
Increase in capital reserve from the stock option program     0       0       132       0       0       132  
Loss for the period     0       0       0       0       (1,193 )     (1,193 )
Balance as of December 31, 2018     44,632,674       44,632       117,109       (2 )     (145,383 )     16,356  
First-time application of IFFRS 16     0       0       0       0       33       33  
Conversion of stock options from the stock option program     5,500       6       11       0       0       17  
Foreign currency conversion adjustment     0       0       0       (444 )     0       (444 )
Increase in capital reserve from the stock option program     0       0       166       0       0       166  
Profit for the period     0       0       0       0       9,001       9,001  
Balance as of June 30, 2019     44,638,174       44,638       117,286       (446 )     (136,349 )     25,129  

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Consolidated cash flow statement for the first six months of 2019 and 2018

 

in EUR thousands   6M 2019     6M 2018  
Cash flow from operations            
Profit/loss before income tax     9,027       (7,685 )
Adjustments to reconcile profit/loss before income tax to cash flow into operations                
Income tax     (26 )     0  
Financial result     1,377       1,062  
Depreciation     1,121       398  
Non-current provisions and liabilities     (503 )     0  
Losses from disposal of assets     0       0  
Non-cash income and expenses     (18,028 )     (293 )
Changes in operating assets and liabilities                
Trade receivables     979       (462 )
Other assets and income tax assets     (3,036 )     (205 )
Inventories     (560 )     755  
Trade payables     195       (376 )
Provisions     (159 )     185  
Other liabilities     (12,260 )     (213 )
Net cash flow used in operational activities     (21,873 )     (6,834 )
                 
Cash flow from investment activities                
Purchase of intangible and tangible assets     (513 )     (179 )
Business combination (incl. cash and cash equivalents)     20,231       0  
Proceeds from sale of intangible and tangible assets     0       2  
Net cash flow from/used in investment activities     19,718       (177 )
                 
Cash flow from financing activities                
Proceeds from the issue of shares     0       24,000  
Costs of equity procurement     0       (1,768 )
Proceeds from drawing down EIB loans     5,000       0  
Proceeds from exercise of employee stock options     17       245  
Repayment of lease liabilities     (392 )     0  
Interest paid     (347 )     (272 )
Repayment of convertible bond 2016/2021     0       -50  
Net cash flow from financing activities     4,278       22,155  
                 
Net increase in cash and cash equivalents     2,123       15,144  
Changes from exchange rate differences     5       24  
Cash and cash equivalents at the beginning of the period     19,451       11,083  
Cash and cash equivalents at the end of the period     21,579       26,251  

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Selected explanatory notes to the interim consolidated financial statements as of June 30, 2019

 

Information about the company

 

Biofrontera AG (www.biofrontera.com), registered in the commercial register of the Cologne District Court, Division B under No. 49717, and its wholly owned subsidiaries Biofrontera Bioscience GmbH, Biofrontera Pharma GmbH, Biofrontera Development GmbH, and Biofrontera Neuroscience GmbH, all headquartered at Hemmelrather Weg 201, 51377 Leverkusen, Germany, and Biofrontera Inc. based in Woburn, Massachussetts, USA, with its subsidiaries Biofrontera Newderm LLC based in Woburn, Massachussetts, USA and Cutanea Life Sciences, Inc. together with its subsidiaries Dermarc LLC and Dermapex LLC, all based in Wayne, Pennsylvania, USA, research, develop and market dermatological products.

 

Summary of significant accounting policies

 

Pursuant to the regulations of Section 115 of the German Securities Trading Act (WpHG), in combination with Section 117 WpHG, this half-year financial report as of 30 June 2019 comprises condensed interim consolidated financial statements, an interim Group management report and a responsibility statement pursuant to the regulations of Section 264 (2) Clause 3, Section 289 (1) Clause 5 of the German Commercial Code (HGB).

 

The condensed interim consolidated financial statements as of June 30, 2019 of Biofrontera AG were prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) as well as the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRS IC) for "Interim Financial Reporting" in accordance with IAS 34, as applicable in the European Union. As a consequence, they do not include all information and disclosures required for consolidated financial statements, and for this reason should be read in connection with the consolidated financial statements for the financial year ending December 31, 2018.

 

As part of preparing the interim consolidated financial statements, the Management Board must make assumptions that affect the application of accounting policies within the Group, and the reporting of assets and liabilities as well as income and expenses. Actual amounts can differ from such estimates.

 

Apart from the new IFRS standards described below, the accounting policies applied in the preparation of the consolidated financial statements as of December 31, 2018 were adopted unchanged for the preparation of these condensed interim consolidated financial statements. IFRS 16 (Leasing) was applied for the first time as of January 1, 2019.

 

The first-time application of IFRS 16 resulted in the following effects:

 

For financial years beginning on or after January 1, 2019, IFRS 16 requires the application of a new lease standard. Contrary to the previous regulation, it provides for lessees to recognize on the balance sheet the rights of use and lease liabilities resulting from leases. The previous distinction between operating leases, which are generally off-balance sheet, and finance leases, which are on-balance sheet, is therefore no longer applicable. The lease liability to be carried as a liability is calculated as the present value of the payments to be made to the lessee with a high degree of probability. They are updated using the effective interest method. The right to use the underlying asset to be recognized in return is to be recognized at cost at the inception of the lease. In addition to the leasing payments, any initial direct costs of the lessee and dismantling costs are included in the calculation. Incentive payments granted by the lessor are to be deducted. The capitalized right of use must be amortized and tested for impairment if indications of impairment exist. The new regulations for lessors essentially correspond to the previous regulations.

 

The leasing contracts concluded by Biofrontera as lessee mainly relate to buildings and motor vehicles used for operational and administrative purposes. The company will apply the new accounting standard under the modified retrospective method to leases with a remaining term of more than one year as of January 1, 2019. Leases of lesser value are excluded.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

The carrying amounts of the rights of use and lease liabilities to be recognized are carried forward as if the new standard had already been applied in the past. Future lease payments are to be discounted at the imputed interest rate of the lessor or, if not available, at the marginal borrowing rate on the date of first application. Differences between the carrying amounts of the lease rights to be recognized for the first time and the lease liabilities change the Group's reserves, taking deferred taxes into account. The previous year's figures have not been adjusted.

 

Biofrontera has decided to make use of the simplification of IFRS 16.6 for expenses from leasing relationships with a remaining term of no more than one year and from leasing relationships with a low value, and to immediately expense monthly leasing instalments, in other words, applying the same accounting treatment as with IAS 17.

 

The transition to the new lease accounting had the following effects on the consolidated balance sheet as of as of January 1, 2019:

 

  an increase in non-current assets due to the capitalization of rights of use in the amount of EUR 2,335 thousand;
  an increase in balance sheet liabilities due to the recognition of leasing liabilities in the amount of EUR 2,302 thousand;
  a decrease in the loss carried forward in the amount of EUR 33 thousand.

 

Effects on the consolidated income statement as of June 30, 2019 were recognized in the form of higher depreciation (plus EUR 378 thousand) and higher interest expenses (plus EUR 37 thousand). Offsetting this, leasing expenses recorded under other operating expenses have declined.

 

Biofrontera will not report the rights of use and leasing liabilities separately on the balance sheet, but will include them in items containing comparable assets and liabilities.

 

In relation to the other accounting policies, we also refer in this connection to the notes to the consolidated financial statements for the financial year ending December 31, 2018.

 

The interim reporting as of June 30, 2019 contains no separate segment-based reporting, as the activities of the Biofrontera Group are limited to a single business segment in terms of the definition in IFRS 8. All business operations focus on the sale of dermatological products, especially Ameluz®, including the supplementary products BF-RhodoLED® (PDT lamp) and Belixos®, as well as XepiI®, and are monitored and managed internally on a uniform basis accordingly.

 

This half-year financial report of Biofrontera AG was approved for publication by a Management Board resolution on August 27, 2019.

 

Rounding differences can arise in the tables due to commercial rounding.

 

Basis of consolidation

 

The financial statements as of June 30, 2019 include the financial statements of the parent company, Biofrontera AG, and the subsidiary companies in which the parent has a direct majority of the voting rights. The following companies have been included in the consolidated financial statements:

 

  1. Biofrontera Bioscience GmbH, Leverkusen, Germany, with a direct interest of 100%
  2. Biofrontera Pharma GmbH, Leverkusen, Germany, with a direct interest of 100%
  3. Biofrontera Development GmbH, Leverkusen, Germany, with a direct interest of 100%
  4. Biofrontera Neuroscience GmbH, Leverkusen, Germany, with a direct interest of 100%
  5. Biofrontera Inc., Woburn, Massachusetts, USA, with a direct interest of 100%
  6. Biofrontera Inc., Woburn, Massachusetts, USA, with a direct interest of 100% (founded March 21, 2019)
  7. Cutanea Life Sciences, Inc., Wayne, Pennsylvania, USA, with a direct interest of 100% (acquisition date March 25, 2019)
  8. Dermarc LLC, Wayne, Pennsylvania, USA, with a direct shareholding of 100% (acquisition date March 25, 2019)
  9. Dermapex LLC, Wayne, Pennsylvania, USA, with a direct shareholding of 100% (acquisition date 25 March 2019)

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

 

The basis for the consolidation of the companies included in the consolidated financial statements are the interim financial statements (or HBII pursuant to IFRS) of these companies prepared for 30 June 2019 pursuant to uniform principles. The financial statements as of June 30, 2019 have been prepared on the basis of uniform accounting policies (IFRS).

 

The subsidiaries have been fully consolidated from the date of acquisition. The date of acquisition is the date when the parent company obtained control of these subsidiaries. The subsidiaries are included in the consolidated financial statements until control over these companies no longer exists.

 

All inter-company balances and income and expenses have been eliminated on consolidation. Results of intra-group transactions have been eliminated.

 

Business combinations

 

Cutanea Life Sciences, Inc.

 

On March 25, 2019, Biofrontera Inc. entered into an agreement with Maruho to acquire 100% of the shares of Cutanea Life Sciences, Inc., USA including its subsidiaries Dermark LLC and Dermapex LLC (together "Cutanea") through its wholly owned subsidiary Biofrontera Newderm LLC, USA, ("Biofrontera"), newly founded on March 21, 2019. Cutanea has been marketing AKTIPAK®, a prescription gel for the treatment of acne, as well as Xepi®, a prescription cream for the treatment of impetigo, since November 2018.

 

The strategic goal of the Biofrontera Group is to optimize the global positioning and market potential of Ameluz® and at the same time to become a leading specialty pharmaceutical company in dermatology thanks to its particular degree of innovation. To this end, the global positioning and market potential of our highly innovative products Ameluz® and Xepi® are to be optimized.

 

Biofrontera acquired Cutanea for an initial purchase price of USD 1.00. Maruho will provide up to USD 7.3 million in start-up financing for Cutanea's redesigned business activities (start-up costs). A purchase price equal to the start-up costs actually paid must be paid to Maruho by 2023.

 

Subsequently, the profits from the sale of Cutanea products will be shared equally between Maruho and Biofrontera until 2030. Maruho has also agreed to assume all running costs that may be incurred during the first three months after completion of the transaction. Maruho also indemnifies Biofrontera and Cutanea against all liabilities relating to or resulting from the pre-contractual period. In addition, Maruho assumes all Cutanea restructuring costs incurred or arising in the period up to three months after the acquisition.

 

According to the purchase agreement, the acquisition date is March 25, 2019. As a consequence, the acquisition was made with economic effect from that date. As of the same date, Biofrontera gained control over the acquired companies, which means that Cutanea will be fully consolidated in the consolidated financial statements of Biofrontera in accordance with IFRS 3 with effect from March 25, 2019.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

The fair values of the assets and liabilities (in accordance with IFRS 3) on the acquisition date March 25, 2019 are as follows:

 

in EUR thousands   March 25, 2019  
Non-current assets        
Property, plant and equipment     1,339  
Intangible assets     23,604  
         
Total non-current assets     24,943  
         
Current assets        
Trade receivables     1,004  
Cash and cash equivalents     20,231  
Inventories     763  
Other assets     10,860  
Total other current assets     32,858  
Total assets     57,801  
         
Non-current liabilities        
Financial liabilities     495  
         
Current liabilities        
Trade payables     1,795  
Other current liabilities     20,863  
Total current liabilities     22,658  
Total equity and liabilities     23,153  
         
Net assets     34,648  
Purchase price     17,325  
Badwill     17,323  

 

The badwill derives from the considerable restructuring expenses and necessary investments in sales that were foreseeable when Cutanea was acquired. The seller (Maruho) hopes that the successful marketing of Cutanea products by Biofrontera and the associated profit share will deliver economic advantages compared with a continuation of the Cutanea business.

 

The following assets and liabilities were measured at fair value as part of the purchase price allocation. The assumptions for the valuation of the intangible assets are as follows:

 

Assets and liabilities identified at acquisition date   Fair value in EUR thousands     Valuation method   Operating life   Cost of capital  
Intangible assets                        
Xepi® marketing license     23,604     Acquisition value method   139 months     9.1 %

 

The products Xepi® and Aktipak® distributed via Cutanea contributed EUR 546 thousand to Biofrontera's sales revenue in the period from the acquisition to 30 June 2019. If the acquisition had occurred as of 1 January 2018, the contribution to sales revenue would have been EUR 1,351 thousand.

 

The results of operations of Cutanea Life Sciences, Inc. including all subsidiaries is as follows:

 

in EUR thousands   March 25 –
June 30, 2019
 
Sales revenue     546  
Cost of sales     (875 )
Gross profit on sales     (329 )
Research and development costs     (370 )
General administrative costs     (1,807 )
Sales costs     (3,480 )
         
Loss on operations     (5,986 )
Interest expenses     (10 )
Other expenses     (63 )
Other income     5,588  
Loss before income tax     (471 )
Income tax     0  
Loss after income tax     (471 )

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Due to the integration of Cutanea’s activities into Biofrontera Inc., the existing deferred tax assets at Cutanea were not capitalized, as these probably cannot be offset against future profits.

 

Notes to the balance sheet and consolidated statement of comprehensive income

 

Sales revenue

 

    January 1 – June 30, 2019     January 1 – June 30, 2018  
Sales revenue
in EUR thousands
  Revenue from product sales     Revenue from development projects     Other     Revenue from product sales     Revenue from development projects     Other  
Germany     2,154       0       0       1,184       0       0  
Europe     1,357       0       0       1,211       0       0  
U.S.     10,231       0       0       6,443       0       0  
other regions     0       162       0       0       91       40  
Total     13,742       162       0       8,838       91       40  

 

Revenue from product sales revenues generated in the USA includes sales revenue from finance and operating lease agreements for BF-RhodoLED® lamps.

 

In the first half of 2019, we generated EUR 41 thousand of income from operating leases (previous year period: EUR 0). We generated income of EUR 19 thousand from finance leases (previous year period: EUR 0).

 

Inventories

 

in EUR thousands   June 30, 2019     December 31, 2018  
Inventories                
Raw materials and supplies     1,064       1,098  
Unfinished products     284       320  
Finished products and goods     3,140       1,759  
      4,488       3,177  

 

Deferred income tax

 

As of June 30, 2019, deferred taxes in the amount of EUR 10,400 thousand were reported. On an unchanged basis, loss carryforwards are capitalized to the extent that they can probably be offset against future taxable profits. This is based on a planning period of five years. These continue to relate to the deferred tax assets on losses carried forward for Biofrontera Pharma GmbH. For the full 2019 financial year and also in the future, it can still be assumed that Biofrontera Pharma GmbH will generate positive results and thereby utilize its tax loss carryforwards.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Provisions

 

The companies included in the consolidated financial statements of Biofrontera AG are exposed to several threatened or pending legal proceedings, the outcome of which either cannot be determined or cannot be predicted due to the uncertainty associated with such legal proceedings. The claims asserted against Biofrontera were not carried as liabilities, as the Management Board does not assume that claims can be enforced.

 

For the pending proceedings in the USA and Germany, provisions for litigation costs totaled EUR 2,183 thousand as of the balance sheet date (previous year: EUR 3,241 thousand). An amount of EUR 1,437 thousand was utilized in the first half of 2019. On the basis of a current estimate of the outstanding legal costs, a further provision of EUR 437 was formed.

 

Biofrontera assumes that the lawsuits are unjustified and will defend itself vigorously against these lawsuits.

 

However, Biofrontera cannot guarantee that it will be successful.

 

Biofrontera may incur additional considerable costs in defending its legal position, as in addition to internal resources, attorneys in the US have also been mandated to defend it. The resultant costs incurred by Biofrontera would not be reimbursed by the plaintiff even in the event of a positive outcome of the proceedings due to practices in the US legal environment.

 

2010 share option program

 

In the first half of the 2019 financial year, a total of 5,500 options (previous year period: 72,500 options) were converted from the employee share option program. No expenses were incurred in the first half of 2019 (previous year period: EUR 5 thousand).

 

2015 share option program

 

After the end of the 2010 employee share option program, the company’s Annual General Meeting on August 28, 2015 authorized the Management and Supervisory boards to issue to Management Board members and employees up to 1,814,984 subscription rights to up to EUR 1,814,984 of the company’s ordinary registered shares until August 27, 2020 according to the more detailed specifics of the authorization resolutions.

 

On May 14, 2018, 333,485 options (sixth tranche) were issued with an exercise price of EUR 6.708 each. A total of 130,500 options were forfeited by employees leaving the company. Due to the blocking period, no options have yet been exercised or forfeited. As a consequence, 116,498 options remain outstanding on June 30, 2019. The expenditure recognized in the reporting period was EUR 164 thousand (previous year: EUR 125 thousand).

 

Financial liabilities

 

in EUR thousands   June 30, 2019     December 31, 2018  
Non-current financial debt                
Convertible bond 2017/2022     2,512       2,495  
EIB loan 2017     11,561       10,967  
EIB loan 2019     5,178       0  
Leasing liabilities     3,277       0  
Total non-current financial debt     22,528       13,462  
Current financial debt     188       165  

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

A further tranche of EUR 5 million of the EIB loan was drawn on February 4, 2019. A further tranche of EUR 5 million can be drawn after the extension of the loan agreement. This was originally available until July 2019 and can now be used until May 2020.

 

Reporting on financial instruments

 

The financial instruments held by the Biofrontera Group on the balance sheet date primarily consist of cash and cash equivalents, trade payables and receivables, other non-current financial liabilities as well as financial debt. Biofrontera does not deploy any financial derivatives, apart from the derivative embedded within the EIB loan (so-called performance component).

 

Financial assets
(in EUR thousands)
  Fair value
as of
June 30, 2019
    Carrying
amount
as of
June 30,2019
    Fair value
as of
Dec 31, 2018
    Carrying
amount
as of
Dec 31, 2019
 
Financial assets at amortized cost                                
Cash and cash equivalents     21,579       21,579       19,451       19,451  
Trade receivables     3,422       3,422       3,397       3,397  
Other financial assets     13,450       13,450       794       794  
Total     38,451       38,451       23,642       23,642  

 

Financial liabilities
(in EUR thousands)
  Fair value
as of
June 30, 2019
    Carrying
amount
as of
June 30,2019
    Fair value
as of
Dec 31, 2018
    Carrying
amount
as of
Dec 31, 2019
 
Financial liabilities at amortized cost                                
Financial liabilities, current     188       188       165       165  
Trade payables     3,795       3,795       1,805       1,805  
Other current financial liabilities     812       812       29       29  
Other non-current financial liabilities     17,485       17,485       0       0  
Financial liabilities, non-current     20,865       20,865       12,382       12,382  
Total     43,145       43,145       14,382       14,382  
Financial liabilities, non-current     1,633       1,633       1,080       1,080  
Total     44,808       44,808       15,462       15,462  

 

The financial assets are still allocated to “financial assets at amortized cost”. The carrying amounts correspond to the fair values.

 

The performance component (financial instrument at level 3 of the fair value hierarchy) as a further variable interest component and embedded derivative requiring separation is subsequently measured at fair value on each balance sheet date and is allocated to the category “financial liabilities at fair value through profit or loss”. The market capitalization at maturity is the same as that of the measurement cut-off date, which is based on the 90 trade days preceding the measurement cut-off date. The performance-based interest payment for the first tranche is calculated based on a notional 0.64% participation rate in the market capitalization. This is discounted to the measurement cut-off date applying a market interest rate.

 

As of June 30, 2019, the discounted interest payment (carrying amount) or fair value of the performance component of the 2017 EIB loan was EUR 1,279 thousand (previous year: EUR 1,080 thousand) and of the 2019 EIB loan EUR 353 thousand. The net losses on the performance component amounted to EUR 252 thousand (previous year period: EUR 508 thousand).

 

Other financial liabilities continue to be allocated to the category “financial liabilities measured at amortized cost”. The carrying amounts correspond to the fair values.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

Members of the Supervisory Board

 

By order of the Cologne District Court dated March 22, 2019, Mr. Hansjörg Plaggemars was dismissed as a member of the Supervisory Board of Biofrontera AG pursuant to Section 103 (3) of the German Stock Corporation Act (AktG) for good cause. The ruling was issued on March 22, 2019 and came to the company’s attention on March 26, 2019. The ruling regarding the removal from office is effective immediately. However, an appeal could be lodged within one month, and this occurred. The appeal was rejected by the Cologne District Court on April 30, 2019 and the case was referred to the Higher Regional Court for a further ruling. The Annual General Meeting on July 10, 2019 elected Prof. Dr. Franca Ruhwedel, Professor of Finance and Accounting at the Rhein-Waal University of Applied Sciences, Kamp-Lintfort, Duisburg, to the Supervisory Board as successor to Mr. Plaggemars.

 

Related party disclosures

 

The following relationships exist with the Maruho Group as a result of the research partnership and the acquisition of Cutanea:

 

in EUR thousands   June 30, 2019     December 31, 2018  
Revenue from research collaborations     162       91  
Income from the reimbursement of restructuring expenses     5,522       0  
Receivables from research cooperation     62       0  
Receivables from the Share Purchase Agreement     12,825       0  
Purchase price liabilities Cutanea Life Sciences, Inc.     17,485       0  

 

Events after the interim reporting date

 

No events subject to mandatory reporting occurred after the interim balance sheet date.

 

Biofrontera AG Half-Year Financial Report as of June 30,2019
 

 

 

Exhibit 99.2

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion of our financial condition and results of operations is designed to provide you with a narrative explanation of our financial condition and results of operations. You should read such discussion in conjunction with our unaudited interim condensed financial information as of and for the six months ended June 30, 2019 included as Exhibit 99.1 to this Report on Form 6-K. You also should read the discussion of our financial condition and results of operations and our audited financial statements and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2018 (the “2018 Form 20-F”) on file with the U.S. Securities and Exchange Commission (the “Commission”).

 

Unless otherwise indicated or the context otherwise requires, all references to “Biofrontera” or the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Biofrontera AG and its consolidated subsidiaries, Biofrontera Pharma GmbH, Biofrontera Bioscience GmbH, Biofrontera Neuroscience GmbH, Biofrontera Development GmbH and Biofrontera Inc. Our consolidated financial statements and related notes are been presented in euros, or €, and have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of our consolidated financial statements in this Form 6-K of which this exhibit forms a part have been prepared in accordance with United States generally accepted accounting principles. For any of our subsidiaries that use a functional currency that is not euros, the assets and liabilities have been translated at the closing exchange rate as of June 30, 2019, which was 1.1374 U.S. dollars to 1 euro, while the income and expenses have been translated at the average exchange rate for the six-month period ended June 30, 2019, which was 1.1293 U.S. dollars to 1 euro. The differences resulting from the valuation of equity at historical rates and applying the period-end exchange rates are reported as a change not affecting profit or loss and carried directly to equity within the other equity components. Transactions realized in currencies other than euros are reported using the exchange rate on the date of the transaction. Assets and liabilities are translated applying the closing exchange rate for each balance sheet date. Gains and losses arising from such currency translations are recognized in income. See “Summary of Significant Accounting Policies — Translation of Amounts in Foreign Currencies” in the notes to our consolidated financial statements included in our 2018 Form 20-F for more information. Unless otherwise indicated, all references to currency amounts in this discussion and analysis are in euros.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This discussion includes forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this annual report regarding our strategy, future operations, regulatory process, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The words “believe”, “anticipate”, “intend”, “expect”, “target”, “goal”, “estimate”, “plan”, “assume”, “may”, “will”, “predict”, “project”, “would”, “could” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

1

 

 

The forward-looking statements in this report include, but are not limited to, statements about:

 

  our ability to achieve and sustain profitability;
     
  our ability to compete effectively in selling our products;
     
  our ability to expand, manage and maintain our direct sales and marketing organizations;
     
  our ability to successfully integrate the Cutanea Life Sciences, Inc. business, which we acquired in March 25, 2019, and realize our goals for this acquisition;
     
  our actual financial results may vary significantly from forecasts and from period to period;
     
  our estimates regarding anticipated operating losses, future revenues, capital requirements and our needs for additional financing;
     
  our ability to market, commercialize, achieve market acceptance for and sell our products and product candidates;
     
  market risks regarding consolidation in the healthcare industry;
     
  the willingness of healthcare providers to purchase our products if coverage, reimbursement and pricing from third party payors for procedures using our products significantly declines;
     
  our ability to adequately protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
     
  the regulatory and legal risks, and certain operating risks, that our international operations subject us to;
     
  the fact that product quality issues or product defects may harm our business;
     
  any product liability claims;
     
  the progress, timing and completion of our research, development and preclinical studies and clinical trials for our products and product candidates; and
     
 

our expectations regarding the merits and outcomes of pending or threatened litigation, including pending including the lawsuit brought by DUSA Pharmaceuticals, Inc. against us before the District Court of Massachusetts claiming patent infringement, trade secret misappropriation, tortious interference with contractual relations, and deceptive and unfair trade practices.

 

2

 

 

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this discussion that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

 

You should read this discussion and the financial statements filed as an exhibit to the report on Form 6-K of which this discussion forms a part completely and with the understanding that our actual future results may be materially different from what we expect. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including those listed in the sections of the 2018 Form 20-F entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Factors Affecting our Results of Operations

 

We believe that the following factors have influenced and will continue to influence the development of our business and our future financial performance:

 

Sales of Ameluz® in the United States

 

Increasing our sales of Ameluz® in the U.S. is development in the U.S. is the most important growth driver for our overall business. Our ability to continue to grow our revenues in line with our expectations and to become profitable depends on our ability to meet successfully our sales targets in the U.S. Although U.S. sales of Ameluz® continued to grow throughout 2019, the pace of growth slowed, and U.S. sales did not meet our targets. Despite the positive trend in overall conditions, it remains very difficult to plan sales revenue growth, thereby leading to a considerable fluctuation range in achievable sales revenues. We believe that the success of our sales strategy in the U.S. will influenced heavily by our ability to obtain from the FDA approval for further label expansions for Ameluz® and our ability to promote our products in the medical community.

 

Acquisition of Cutanea Life Sciences, Inc.

 

Overview

 

On March 25, 2019, we announced that we, through a U.S. subsidiary, had acquired Cutanea Life Sciences, Inc. (“Cutanea”) from Maruho Co., Ltd. (“Maruho”), the parent company of our major shareholder Maruho Deutschland GmbH. For information relating to the acquisition, including a summary of the Share Purchase and Transfer Agreement dated March 25, 2019, by and among Biofrontera Newderm LLC, Biofrontera AG, Maruho and Cutanea Life Sciences, Inc. (the “Cutanea Purchase Agreement”), relating thereto, please refer to our 2018 Form 20-F, including the notes to our audited financial statements included therein. Descriptions of any portion or portions of the Cutanea Purchase Agreement contained herein are qualified in their entirety by reference to the Cutanea Purchase Agreement, a copy of which is filed as Exhibit 4.13 to our 2018 Form 20-F.

 

3

 

 

At the time of the acquisition, Cutanea had two prescription drugs approved by the U.S. Food and Drug Administration: Xepi®, a prescription antibiotic cream for the treatment of impetigo (a common bacterial skin infection) and Aktipak®, a generic drug for the treatment of mild-to-moderate acne. Xepi® is produced for Biofrontera by Ferrer Internacional S.A., the licensor of Xepi®, which supplied Cutanea, and now supplies Biofrontera, with the finished product. At the time of the acquisition, Cutanea also had other operations, including significant research and development projects.

 

Following our acquisition of Cutanea, Cutanea has been significantly restructured. Due to technical challenges with the manufacturing process of Aktipak®, which could not be remedied in the short term, Biofrontera ceased the production and sale of Aktipak® in August 2019. Biofrontera incurred only de minimis expenses related to Aktipak® before and in connection with discontinuing that product, and does not expect to incur going forward any expenses relating to Aktipak® that will not be reimbursed by Maruho in connection with the Cutanea Purchase Agreement. As part of our acquisition of Cutanea, we returned to Maruho or discontinued all of Cutanea’s research and development projects. As of December 31, 2019, approximately 95% of Cutanea’s workforce as of the date of the acquisition had been terminated, and we had dissolved or eliminated through mergers or other internal restructuring all Cutanea legal entities. Thus, because of the discontinuance of Aktipak® sales and the treatment in the transaction of research and development projects, Biofrontera’s acquisition of Cutanea represented, in substance, the acquisition of only the rights to market a single product, Xepi®. Accordingly, except for the single Xepi® product line (and de minimis impacts from Aktipak®-related operations that have already been discontinued), none of the other historical business activities of Cutanea have impacted our results of operations, and we do not expect that they will impact our results of operations in the future. Xepi® first became available on the market in November 2018.

 

Effects of Acquisition of Cutanea on Our Income Statement

 

Cutanea and its subsidiaries Dermarc LLC and Dermapex LLC were fully consolidated on March 25, 2019, the date we acquired Cutanea. Sales revenues for Xepi® and Aktipak® as well as cost of sales calculated applying the cost of sales method, are reported in the respective items of our consolidated income statement for the periods ended June 30, 2019 and September 30, 2019.

 

4

 

 

The following table sets forth the sales revenue, cost of sales, research and development costs, general administrative costs and sales and marketing costs attributable to Cutanea and its subsidiaries, as included in our consolidated statement of comprehensive income for the periods ended June 30, 2019 and September 30, 2019:

 

    Six months ended June 30, 2019     Nine months ended September 30, 2019  
    € thousands  
Sales revenue(1)     546       677  
Cost of sales(2)     875       1,790  
Research and development costs(2)     370       (153 )
General administrative costs(2)     1,807       2,057  

Sales and marketing costs(2)

    3,480       4,620  

 

 

(1) Attributable to Xepi® and Aktipak® from and including acquisition date of March 25, 2019
(2) Attributable to operations of Cutanea and its subsidiaries from and including acquisition date of March 25, 2019

 

Pursuant to the Cutanea Purchase Agreement, Maruho agreed to, among other things, assume all (1) ongoing costs that we may incur in connection with our operation of Cutanea’s business during the first three months after completion of the acquisition and (2) restructuring expenses incurred at Cutanea from any restructuring activities commenced or decided within three months from the acquisition date, including a substantial portion of the costs set forth in the table above. These costs will be paid using Cutanea’s cash and cash equivalents acquired by Biofrontera upon the acquisition of Cutanea, or they will be passed on to Maruho in accordance with the Cutanea Purchase Agreement and reported under other income. Other income attributable to reimbursement from Maruho amounted to €5.5 million for the six months ended June 30, 2019 and amounted to €4.5 million for the nine months ended September 30, 2019.

 

In addition, badwill in the amounts of €17.3 million and €14.8 million was included in our other income for the six months ended June 30, 2019 and nine months ended September 30, 2019, respectively. Badwill results from the negative difference in asset and liability items measured at fair value resulting from the purchase price allocation in connection with our acquisition of Cutanea.

 

Litigation Relating to Our Intellectual Property and Other Litigation

 

As a result of our litigation with DUSA Pharmaceuticals, Inc., our legal costs were significantly higher than expected and had a material impact on our financial condition. We expect that this trend may continue to affect our operating results and financial condition in future periods.

 

Recent Developments

 

Set forth below is certain limited unaudited financial information as of and for the three months and nine months ended September 30, 2019. In connection with our listing on the Frankfurt Stock Exchange, we published substantially all of this financial information in an announcement issued on November 19, 2019. This financial information has been prepared under IFRS as adopted by the European Union (“EU”). No material differences are believed to exist between the presented financial information in accordance with IFRS as adopted by the EU and IFRS as issued by the IASB.

 

5

 

 

Key Figures

 

In EUR thousands (if not stated otherwise)   9M 2019
unaudited
    9M 2018
unaudited
    Q3 2019
unaudited
    Q3 2018
unaudited
 
Results of operations                                
Sales revenue     19,059       14,552       5,155       5,582  
Gross profit     14,865       11,770       3,445       4,454  
Research & development costs     (3,215 )     (3,219 )     (894 )     (1,031 )
General administrative costs     (12,108 )     (7,283 )     (4,340 )     (3,204 )
Sales costs     (20,635 )     (12,658 )     (6,440 )     (4,348 )
                                 
Loss on operations     (21,093 )     (11,390 )     (8,229 )     (4,129 )
Other expenses and income     20,828       549       (2,407 )     (90 )
Financial result     (2,259 )     (1,411 )     (914 )     (349 )
Loss before income tax     (2,524 )     (12,252 )     (11,550 )     (4,568 )
Total result for the period     (3,265 )     (12,728 )     (11,822 )     (4,633 )

 

In EUR thousands (if not stated otherwise)   9M 2019
unaudited
    December 31, 2018  
Net assets                
Total assets     72,416       39,133  
Current assets     32,437       27,587  
Non-current assets     39,979       11,546  
Current liabilities     16,315       7,770  
Non-current liabilities     41,850       15,007  
Equity     14,251       16,356  
                 
Cash and cash equivalents     11,986       19,451  

 

    9M 2019
unaudited
    9M 2018
unaudited
 
Employees (as of September 30)     191       149  
                 
Biofrontera Share                
Number of shares outstanding (as of Sep, 30)     44,849,365       44,573,174  
Share price (XETRA closing price in EUR on Sep, 30)     6,00       5,89  

 

As compared to the nine-month period ended September 30, 2018, our sales revenue increased by 31% to €19.1 million in the nine-month period ended September 30, 2019, driven primarily by growth in our German and U.S. markets. Our revenue in Germany rose to €3.3 million for the nine-month period ended September 30, 2019, a 59% increase as compared to the nine-month period ended September 30, 2018, while sales revenue in the U.S. amounted to €13.6 million during the nine-month period ended September 30, 2019, an increase of 33% as compared to the nine-month period ended September 30, 2018. In Spain, sales revenue for the nine-month period ended September 30, 2019 was maintained at approximately the same level as the comparable period in 2018, despite a 27% price reduction imposed by the government. We believe that the growth in Germany is a consequence of the European Commission’s approval for label extension for the treatment of mild-to-moderate actinic keratosis on the face and scalp using Ameluz® in combination with daylight (“PDT”) in March 2018. In the U.S., growth in our sales revenue is primarily the result of further expanded sales infrastructure and improved reimbursement. Nevertheless, the pace of growth in the U.S.—our most important market in terms of sales revenue—slowed somewhat in the summer of 2019.

 

6

 

 

Results of Operations

 

Sales Revenue

 

 

During the nine month period ended September 30, 2019, we generated sales revenue of €19.1 million, an increase of 31% over the comparable period in 2018 (nine months ended September 30, 2018: €14.6 million). Sales in the U.S. for the nine months ended September 30, 2019 increased by 33% to €13.6 million (nine months ended September 30, 2018: €10.2 million). This includes sales of €677 thousand relating to new products XepiTM and Aktipak®. We believe that the growth is primarily due to the further expansion of our sales infrastructure and improvements in the reimbursement of PDT for dermatologists in the U.S. since the beginning of 2019. Sales in Germany for the nine months ended September 30, 2019 increased by €1.2 million, or 59%, to €3.3 million compared to the same period in 2019 (nine months ended September 30, 2018: €2.1 million). In other European countries, sales revenue for the nine months ended September 30, 2019 decreased by 14% to €1.8 million (nine months ended September 30, 2018: €2.1 million). We believe that the reason for the decline in 2019 compared to 2018 was a decrease in deliveries to our license partners. We believe that the sales increase in Europe as a whole is due in particular to the introduction of daylight-PDT, which was approved in March 2018. Sales from other regions for the nine months ended September 30, 2019 amounted to €367 thousand (nine months ended September 30, 2018: €169 thousand).

 

Gross Profit

 

Gross profit for the nine months ended September 30, 2019 increased by €3.1 million to €14.9 million compared to €11.8 million in the same period in 2018. The gross margin decreased from 81% in the first nine months of 2018 to 78% in the first nine months of 2019.

 

Research and Development Costs

 

Research and development costs for the nine months ended September 30, 2019 amounted to €3.2 million, which was the same as costs during the nine months ended September 30, 2018. Research and development costs include costs for clinical studies as well as regulatory expenses, i.e. the granting, maintenance and extension of our approvals.

 

7

 

 

General Administrative Costs

 

General administrative expenses amounted to €12.1 million in the nine months ended September 30, 2019 (nine months ended September 30, 2018: €7.3 million), an increase of €4.8 million. This was due to significantly higher legal and consulting costs as well as administrative costs in the U.S. In addition, administrative expenses of €2.1 million for Cutanea were included in the nine months ended September 30, 2019.

 

Sales and Marketing Costs

 

Sales and marketing costs amounted to €20.6 million in the nine months ended September 30, 2019, an increase of €8 million compared to the nine months ended September 30, 2018 (€12.7 million). This increase was principally due to two reasons: (1) costs for the further expansion of our sales activities in the U.S. and (2) sales costs incurred by Cutanea of €4.6 million. Sales costs include the expenses for our own sales force in Germany, Spain, the UK and the U.S. as well as marketing expenses.

 

Loss on Operations

 

The loss on operations for the nine months ended September 30, 2019 amounted to €21.1 million, an increase of €9.7 million compared to the previous year (nine months ended September 30, 2018: €11.4 million). The increase is primarily due to the first-time consolidation of Cutanea. Cutanea’s operating expenses of €6.5 million were offset by the reimbursement of expenses, to date, in the amount of €4.5 million paid by Maruho pursuant to the Cutanea Purchase Agreement.

 

Other Income and Expenses

 

Other income and expenses totaled €20.8 million for the nine months ended September 30, 2019. This includes the negative difference of €14.8 million in asset and liability items measured at fair market value resulting from the purchase price allocation, including income of €6.3 million from the offsetting of start-up costs to Maruho. This item also includes settlements to Maruho under the Cutanea Purchase Agreement in the amount of €4.5 million. The previously reported estimate income from the purchase price allocation as well as income from the offsetting of expenses incurred by Cutanea to Maruho were adjusted to €(3.6) million in the nine months ended September 30, 2019. Expenses and income from currency translation are also included in this item.

 

Interest Expenses

 

Interest expenses amounted to €2.6 million in the nine months ended September 30, 2019 and mainly is comprised of the interest expenses for the loan under our credit facility with the European Investment Bank (“EIB”) made available in July 2017, which was increased by a further tranche in February 2019. In addition, higher amounts from the compounding of long-term liabilities are reported under interest expenses.

 

8

 

 

Group Assets

 

The changes in the financial position are primarily due to the first-time consolidation of Cutanea Life Sciences, Inc. and its subsidiaries, and are as follows as of September 30, 2019:

 

in EUR thousands   September 30, 2019     December 31, 2018  
Non-current assets     39,979       11,546  
Current financial assets     26,841       23,642  
Other current assets     5,596       3,945  
Total assets     72,416       39,133  
                 
Equity     14,251       16,356  
Non-current liabilities     41,850       15,007  
Current financial liabilities     4,294       2,000  
Other current liabilities     12,021       5,770  
Total equity and liabilities     72,416       39,133  

 

Non-Current Assets

 

Non-current assets totaling €40 million include deferred tax assets on tax losses carried forward at Biofrontera Pharma GmbH in the amount of €10.4 million reported for the first time as of December 31, 2018 and the license relating to Xepi™ in the amount of €23.3 million that we acquired through our acquisition of Cutanea.

 

Current Financial Assets

 

Current financial assets totaled €26.8 million as of September 30, 2019. This includes cash and cash equivalents of €12 million (December 31, 2018: €19.5 million), trade receivables of €3.8 million (December 31, 2018: €3.4 million) as well as receivables from Maruho from its contractual obligations to us under the Cutanea Purchase Agreement of €11.3 million.

 

Other Current Assets

 

Other current assets mainly include inventories amounting to €4.3 million as of September 30, 2019 (December 31, 2018: €3.2 million). This includes inventories at Cutanea amounting to €458 thousand.

 

Equity

 

The fully paid in share capital of the parent company, Biofrontera AG, amounted to €44.8 million as of September 30, 2019. It was divided into 44,849,365 registered shares with a nominal par value of €1.00 each. Total equity as of September 30, 2019 amounted to €14.3 million compared to €16.4 million as of December 31, 2018.

 

9

 

 

Non-Current Liabilities

 

Non-current liabilities include financial liabilities (€22.2 million as of September 30, 2019; December 31, 2018: €13.5 million), non-current provisions (€1 million as of September 30, 2019; December 31, 2018: €1.5 million) and other non-current financial liabilities from the purchase price for Cutanea (€18.6 million as of September 30, 2019). The non-current financial liabilities include the loan from the EIB under our credit facility with it, including the performance component in the amount of €17.2 million as September 30, 2019 (December 31, 2018: €11 million), the non-converted portion of the convertible bond 2017-22 in the amount of €2 million as of September 30, 2019 (December 31, 2018: €2.5 million) and, for the first time, liabilities from leasing agreements in the amount of €3 million to be recognized under IFRS 16.

 

Current Financial Liabilities

 

Current financial liabilities mainly include trade payables of €3.2 million as of September 30, 2019 (December 31, 2018: €1.8 million), including trade payables of Cutanea in the amount of €941 thousand.

 

Other Current Liabilities

 

Other current liabilities amounted to €12 million as of September 30, 2019 (December 31, 2018: €5.8 million) and relate, in particular, to outstanding obligations of Cutanea totaling €5.8 million.

 

Cash and Cash Equivalents

 

Compared to December 31, 2018, cash and cash equivalents decreased by €7.5 million to €12 million as of September 30, 2019. This includes cash on the balance sheet of Cutanea in the amount of €2.1 million.

 

Condensed consolidated balance sheet as of September 30, 2019

 

Assets

 

in EUR thousands   September 30, 2019     December 31, 2018  
    unaudited        
Non-current assets                
Tangible assets     5,602       794  
Intangible assets     23,977       352  
Deferred taxes     10,400       10,400  
Total non-current assets     39,979       11,546  
                 
Current assets                
Current financial assets                
Trade receivables     2,813       3,397  
Other financial assets     12,042       794  
Cash and cash equivalents     11,986       19,451  
Total current financial assets     26,841       23,642  
                 
Other current assets                
Inventories     4,335       3,177  
Income tax reimbursement claims     16       53  
Other assets     1,245       715  
Total other current assets     5,596       3,945  
                 
Total current assets     32,437       27,587  
Total assets     72,416       39,133  

 

10

 

 

Equity and liabilities

 

in EUR thousands   September 30, 2019     December 31, 2018  
    unaudited        
Equity                
Subscribed capital     44,849       44,632  
Capital reserve     118,020       117,109  
Capital reserve from foreign currency conversion adjustments     (718 )     (2 )
Loss carried forward     (145,351 )     (136,505 )
Loss for the period     (2,549 )     (8,878 )
Total equity     14,251       16,356  
                 
Non-current liabilities                
Financial debt     22,186       13,462  
Other provisions     1,029       1,545  
Other financial liabilities     18,635       0  
Total non-current liabilities     41,850       15,007  
                 
Current liabilities                
Current financial liabilities                
Trade payables     3,198       1,806  
Current financial debt     144       165  
Other financial liabilities     952       29  
Total current financial liabilities     4,294       2,000  
                 
Other current liabilities                
Other provisions     3,736       2,891  
Other current liabilities     8,285       2,879  
Total other current liabilities     12,021       5,770  
                 
Total current liabilities     16,315       7,770  
Total equity and liabilities     72,416       39,133  

 

Condensed consolidated statement of comprehensive income for the first nine months of the 2019 and 2018 financial years

 

11

 

 

in EUR thousands   9M 2019     9M 2018     Q3 2019     Q3 2018  
    unaudited     unaudited     unaudited     unaudited  
Sales revenue     19,059       14,552       5,155       5,582  
Cost of sales     (4,194 )     (2,782 )     (1,710 )     (1,128 )
Gross profit from sales     14,865       11,770       3,445       4,454  
                                 
Operating expenses                                
Research and development costs     (3,215 )     (3,219 )     (894 )     (1,031 )
General administrative costs     (12,108 )     (7,283 )     (4,340 )     (3,204 )
Sales costs     (20,635 )     (12,658 )     (6,439 )     (4,348 )
                                 
Loss from operations     (21,093 )     (11,390 )     (8,229 )     (4,129 )
                                 
Interest expenses     (1,694 )     (1,300 )     (637 )     (310 )
Effective interest expenses     (950 )     (122 )     (453 )     (45 )
Interest income     385       11       176       6  
Other expenses     (255 )     (147 )     (66 )     (104 )
Other income     6,269       696       169       14  
Badwill     14,813       -       (2,510 )     -  
                                 
Profit/loss before income tax     (2,524 )     (12,252 )     (11,550 )     (4,568 )
Income tax     (26 )     (4 )     0       (4 )
Profit/loss for the period     (2,549 )     (12,256 )     (11,550 )     (4,572 )
                                 
Expenses and income not included in profit/loss                                
Items which may in future be regrouped into the profit and loss statement under certain conditions, Translation differences resulting from the conversion of foreign business operations,     (715 )     (472 )     (272 )     (61 )
Other expenses and income total     (715 )     (472 )     (272 )     (61 )
                                 
Profit/loss for the period     (3,265 )     (12,728 )     (11,822 )     (4,633 )
                                 
Basic earnings per share in EUR     (0.06 )     (0.28 )     -       -  

 

Selected Consolidated Financial Data

 

The following tables set forth a summary of the consolidated historical financial information of, and for the periods ended on, the dates indicated for Biofrontera. We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. The selected consolidated statement of operations data for the fiscal years ended December 31, 2018, December 31, 2017 and December 31, 2016, and the selected consolidated balance sheet data as of December 31, 2018, December 31, 2017 and December 31, 2016 have been derived from our audited consolidated financial statements. Our selected consolidated statement of operations data for the six months ended June 30, 2019 and June 30, 2018 and the selected consolidated balance sheet data as of June 30, 2019 have been derived from our unaudited interim condensed consolidated financial statements included as an exhibit to the report on Form 6-K of which this exhibit forms a part. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all normal recurring adjustments that we consider necessary for a fair statement of our financial position and operating results for the periods presented.

 

The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to and should be read in conjunction with our consolidated financial statements and related notes included as an exhibit to the report on Form 6-K of which this discussion forms a part.

 

12

 

 

Our historical results for any prior period do not necessarily indicate our results to be expected for any future period.

 

  Six Months ended June 30,   Year Ended December 31,  
    2019     2018     2018     2017     2016  
                               
      (amounts in thousands, except share and per share data)  
Statement of operations data:                                        
Sales Revenue     13,904       8,969       21,107       12,025       6,130  
Gross Margin     82,14 %     81,57 %     78.91 %     85.73 %     73.05 %
Research and development costs     (2,322 )     (2,188 )     (4,428 )     (4,225 )     (4,640 )
Sales costs     (14,195 )     (8,311 )     (17,744 )     (16,922 )     (8,764 )
General administrative costs     (7,768 )     (4,079 )     (12,963 )     (3,097 )     (2,853 )
Loss from operations     (12,864 )     (7,261 )     (18,478 )     (13,934 )     (11,779 )
Loss before income tax     9,027       (7,685 )     (19,269 )     (16,102 )     (10,579 )
Loss for the period     9,001       (7,685 )     (8,878 )     (16,102 )     (10,579 )

 

    Six Months June 30,   Year Ended December 31,  
    2019     2018     2018     2017     2016  
                               
Per share data:                                        
Basic and diluted loss per share     0.20       (0.18 )     (0.20 )     (0.42 )     (0.36 )
Basic and diluted operating loss per share     (0.29 )     (0.17 )     (0.42 )     (0.37 )     (0.40 )
Shares used in computing basic and diluted loss per share     44,635,446       43,661,206       43,695,794       38,076,088       29,762,784  

 

    At June 30,     At December 31,  
    2019     2018     2017     2016  
                   
    (amounts in thousands)  
Balance sheet data:                                
Cash and cash equivalents     21,579       19,451       11,083       15,126  
Other current financial assets     16,872       4,191       2,132       2,294  
Other current assets     6,310       3,945       5,239       4,561  
Non-current Assets     39,443       11,547       1,394       1,897  
Total assets     84,204       39,133       19,848       23,879  
Long-term liabilities     41,055       15,007       12,355       3,597  
Current liabilities     18,020       7,770       4,112       4,440  
Total shareholders’ equity     25,129       16,356       3,381       15,842  

 

(1) See Note 22 to our consolidated financial statements for further details on the calculation of basic and diluted loss per ordinary share.
   
(2) Per share data are calculated by dividing net consolidated loss by the weighted average number of outstanding ordinary shares during the year in accordance with IAS 33.

 

13

 

 

Components of Our Results of Operations

 

Revenue

 

We generate revenue through the sale of our products Ameluz®, BF-RhodoLED® and Belixos® (our cosmetic skin care product). Following our acquisition of Cutanea in March 2019, we have begun to generate revenue in the future through sales of XepiTM.

 

In Germany, Spain, the UK and the U.S., we distribute and sell Ameluz® through our own sales force and recognize revenue upon shipment to our customers, such as wholesalers or hospitals or physicians. We have entered into license and distribution agreements with a variety of partners in other European countries and Israel. According to these agreements, we produce our products and sell them to our distribution or commercial partners at a transfer price, which is a defined percentage of the estimated final sales price in the respective country or territory. Such percentages range from 35% to 55%. Since production of Ameluz® is specific for most countries, we typically produce larger lots for our distribution or commercial partners and ship and invoice them. Our distribution or commercial partners hold inventory and subsequently sell stock over time in their applicable country or territory. We recognize revenue upon shipment to such partners. Upon signing of our license and distribution agreements, we also typically receive one-time payments from our distribution partners.

 

Accordingly, the primary factors that determine our revenue derived from our products are:

 

  the level of orders generated by our sales force in the Germany, Spain, the UK and the U.S.;
  the level of orders from our commercial partners;
  the level of prescriptions and institutional demand for our products; and
  unit sales prices.

 

Revenue from sales of our BF-RhodoLED® PDT lamp, which we mainly use to support sales of Ameluz® in the U.S. and Belixos®, our over-the-counter line of skin care cosmetics products, are relatively insignificant compared with the revenues generated through our sales of Ameluz®.

 

Because traditional PDT treatments using a lamp are performed more frequently during the winter, our revenue has historically been higher during the first and fourth quarters than during the second and third quarters. However, daylight PDT is more frequently performed during the summer (and often cannot be performed during the winter). For this reason, we believe that our recent approval from the European Commission for daylight PDT (as described above) may have the effect of smoothing our revenue throughout the year.

 

14

 

 

The following table provides a breakdown of revenue for the six-month periods ended June 30, 2019 and 2018:

 

    Six months ended June 30,  
    2019     2018  
    € thousands  
Germany     2,154       1,184  
United States     10,231       6,443  
Other international Revenues     1,357       1,211  
One time license payments     0       40  
Development projects     162       91  
Total revenue     13,904       8,969  

 

Cost of Goods Sold

 

Our cost of goods sold is comprised of all direct manufacturing expenses for our products, including any expenses associated with manufacturing and logistics, such as packaging, freight or transportation costs. We further include any costs associated with changes or upgrades in the manufacturing processes at our third-party manufacturers which had to be paid by us to fulfill certain obligations requested by the European Medicines Agency (“EMA”) or the FDA. All overhead costs associated with manufacturing are also included in our costs of goods sold.

 

Research and Development Expenses

 

We incur research and development expenses related to our clinical and drug and medical device development programs. Our research and development expenses consist of expenses incurred in developing, testing and manufacturing drugs and devices for clinical trials, as well as seeking and maintaining regulatory approval of our product candidates, including:

 

  ●  expenses associated with regulatory submissions, clinical trials and manufacturing;
  ●  payments to third party contract research organizations contract laboratories and independent contractors;
  ●  payments made to regulatory consultants;
  ●  payments made to third party investigators who perform clinical research on our behalf and clinical sites where such testing is conducted;
  ●  personnel related expenses, such as salaries, benefits, travel and other related expenses;
  ●  expenses incurred to obtain and maintain regulatory approvals and licenses, patents, trademarks and other intellectual property; and
  ●  facility, maintenance, and allocated rent, utilities, and depreciation and amortization, and other related expenses.

 

15

 

 

The following table summarizes the costs of significant projects and reconciling items to arrive at total research and development expenses for the six-month periods ended June 30, 2019 and 2018:

 

    Six months ended June 30,  
    2019     2018  
    € thousands  
Clinical studies (external expenses)     715       585  
FDA and EMA fees     165       155  
Other expenses     1,442       1,448  
Total research and development expenses     2,322       2,188  

 

As we continue our clinical trial program for Ameluz®, both to show effectiveness in comparison to other drugs or therapies and to try to extend the current indications of Ameluz®, we expect to incur similar levels of research and development expenses. In addition, any termination of, or delays in completing, our clinical trials will slow down our product development and approval process, leading to increased costs.

 

Sales Costs

 

Sales costs consist primarily of salaries, benefits and other related costs for personnel serving in our sales, marketing and business development functions in Germany, Spain and the U.S. Our sales costs also include costs related to marketing materials as well as sales congresses, industry conferences and similar events conducted to promote our products.

 

We incurred sales costs of €14.20 million and €8.31 million for the six months ended June 30, 2019 and 2018, respectively. The significant increase in sales costs compared to the year-earlier period resulted from the continued commercialization of our products and was principally driven by the further expansion of the U.S. marketing and sales organization established and built in connection with the launch of commercial sales in the U.S. of Ameluz® and our BF-RhodoLED® lamp. Additionally, €3.48 million of the increase resulted from costs incurred by Cutanea. In the near term, we expect our sales costs to continue to increase as we expand our commercialization efforts in the U.S.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of compensation for employees in executive and operational functions, including finance, investor relations, information technology and human resources. Other significant costs in this category include facilities costs and professional fees for accounting and legal services, investor relations, travel, insurance premiums and depreciation. During the six months ended June 30, 2019, we increased our general and administrative expenses significantly due to higher legal, consulting and administrative costs incurred in connection with the expansion of our U.S. business. Additionally, €1.81 million of the increase in general and administrative expenses resulted from costs incurred by Cutanea. We incurred general and administrative expenses of €7.77 million and €4.08 million for the six months ended June 30, 2019 and 2018, respectively.

 

Stock Compensation

 

We grant stock options to members of our management board, senior management, and employees. We recognize compensation expense as a charge to operations over the relevant vesting period of the options, which generally is four years. The aggregate estimated fair value for options issued during the six months ended June 30, 2019 was approximately €0.85 million as compared to €0.42 million in the six months ended June 30, 2018, which is being recognized over the vesting periods. Total compensation expense recorded related to options during the six months ended June 30, 2019, was approximately €0.16 million. From inception through June 30, 2019, we have incurred cumulative compensation expense related to stock options of approximately €1.11 million.

 

16

 

 

Interest Expense

 

Finance expense consists of interest income and interest expense, and foreign exchange gains (losses). Interest income consists of interest earned on our cash and cash equivalents. The interest expenses we incurred were principally comprised of interest payments under the EIB credit facility loan and on our outstanding warrant bond, using the effective interest method. We incurred interest expense of €1.56 million and €0.99 million in the six months ended June 30, 2019 and 2018, respectively.

 

Other Income and Expenses

 

Other income and expenses were €23.24 million and €0.64 million in the six months ended June 30, 2019 and 2018, respectively. Other income and expenses is comprised of badwill expenses, certain other expenses and gains and losses from currency conversion. The significant increase in other income and expenses during the six months ended June 30, 2019 included €17.32 million in badwill, which resulted from the negative difference in asset and liability items measured at fair value resulting from the purchase price allocation in connection with our acquisition of Cutanea.

 

Income Taxes

 

We recorded €0.03 million in income tax expense during the six months ended June 30, 2019. In prior reporting periods, as a result of the net losses we have incurred in each fiscal year since inception, we recorded no provision for income taxes. At June 30, 2019, we had net operating loss carry-forwards for German corporation and trade tax purposes of €135.81 million. Deferred tax assets are generally determined on the basis of the existing income tax rates in Germany. As a result of the German Company Tax Reform Act 2008, the corporation tax rate is set at 15%. When a solidarity surcharge of 5.5% is included, this results in a combined tax rate of 15.8%.

 

In addition to the corporate tax rate, our company is also subject to a local business tax rate of 16.6%. As the business taxes are not deductible as an operating expense, the resulting tax rate is 32.5%.

 

Loss carry forwards have an unlimited carry forward period under current German law.

 

We are also subject to corporate taxation in the United States. We are entitled under U.S. laws to carry forward any losses incurred from tax years ending on or before December 31, 2018 for a period of twenty years and can offset our losses carried forward against future taxes. As of June 30, 2019, we had tax loss carryforwards in the U.S. totaling €20.25 million.

 

17

 

 

The effective tax rate in the United States was 25% during the six months ended June 30, 2019.

 

Due to the lack of predictability regarding future taxable profits, the existing deferred tax assets deriving, as a matter of principle, from loss carryforwards and tax-deductible differences were generally not recognized on the balance sheet, in accordance with IAS 12.34. On our balance sheet as of June 30, 2019, however, we capitalized deferred tax assets of €10.4 million as our wholly-owned subsidiary Biofrontera Pharma GmbH had become profitable and is expected to remain profitable such that we will be able to set off respective loss carry-forwards against future profits in accordance with German tax acts.

 

Effect of Foreign Currency Fluctuations

 

We publish our consolidated financial statements in euros. Historically, most of our revenues and expenses have also been denominated in euros. Therefore, historically, we had not been subject to any major influences on our net income due to currency exchange effects. Since we obtained FDA approval and began to commercialize our products in the U.S., however, we now generate a significant part of our revenues and expenses in U.S. dollars. These revenues and expenses incurred in U.S. dollars will be translated into euros when they are reported in our consolidated financial statements. As a result, any substantial future appreciation or decline of the U.S. dollar against the euro could have a material effect on our revenue and profitability.

 

Our holding company Biofrontera AG has provided to our wholly-owned U.S. subsidiary Biofrontera Inc. an inter-company loan to provide financial funds for our U.S. operations. The loan is denominated in U.S. dollars and interest bearing. Any fluctuation of the exchange rate between the euro and the US dollar will have an impact on our consolidated profit and loss statement.

 

Our product Ameluz® is manufactured by a third-party contract manufacturer in Switzerland. Any invoices by such manufacturer are denominated in Swiss Francs. As our sales and revenue increase, we expect to increase the manufacturing purchases from our Swiss manufacturer and could, therefore, be increasingly subject to currency exchange effects from these Swiss Franc denominated transactions with our Swiss manufacturer.

 

Results of Operations

 

Comparison of the six months ended June 30, 2019 to the six months ended June 30, 2018

 

Total Revenue

 

Total Revenue  
    Six months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Germany     2,154       1,184       970     82 %
United States     10,231       6,443       3,788     59 %
Europe     1,357       1,211       146     12 %
Other Regions     162       131       31     24 %
Total Revenue     13,904       8,969       4,935     55 %

 

18

 

 

We generated revenue of €13.9 million in the six months ended June 30, 2019, an increase of more than 55% over the comparable period in 2018.

 

In the U.S., we generated revenue of €10.2 million in the six months ended June 30, 2019, an increase of 59% over the comparable period in 2018. This includes revenue of €546 thousand generated in the U.S. with the new products Xepi® and Aktipak®. Our revenue growth in the U.S. was driven by the further expansion of our sales infrastructure and improvements in the reimbursement of PDT for dermatologists in the U.S.

 

In Germany, we generated revenue of €2.2 million in the six months ended June 30, 2019, an increase of 82%, over the comparable period in 2018. In European countries other than Germany, we generated revenue of €1.4 million in the six months ended June 30, 2019, an increase of 12% over the comparable period in 2018. This revenue growth in Germany, as well as other countries in Europe, was driven primarily by the continued adoption of using Ameluz® in combination with daylight PDT for the treatment of mild-to-moderate actinic keratosis on the face and scalp, which label extension was approved by the European Commission in March 2018. Our revenues for the six months ended June 30, 2019 reflect a full six months of sales of Ameluz® in combination with daylight PDT, as opposed to approximately three months of such sales in the comparable period in 2018.

 

In other regions, we generated revenue of €162 thousand in the six months ended June 30, 2019, as compared to €131 thousand in the comparable period in 2018.

 

Cost of Sales

 

Cost of Sales
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Cost of sales     (2,483 )     (1,653 )     (830 )     50 %

 

Cost of sales was €2.5 million for the six months ended June 30, 2019, compared to €1.7 million for the six months ended June 30, 2018, an increase in costs of €0.8 million. This increase resulted primarily from a higher volume of products sold during the period.

 

19

 

 

Research and Development Expenses

 

Research and development expenses

 

Research and Development Expenses
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Clinical studies (external expenses)     715       585       130       22 %
FDA and EMA Fees     165       155       10       6 %
Other research and development expenses     1,442       1,448       (6 )     0 %
Total research & development expenses     2,322       2,188       134       6 %

 

Research and development expenses were €2.3 million for the six months ended June 30, 2019, compared to €2.2 million for the six months ended June 30, 2018. Our research and development expenses for the six months ended June 30, 2019 include €370 thousand in research and development expenses incurred by Cutanea, which were offset by a corresponding reimbursement from Maruho from its contractual obligations to us under the Cutanea Purchase Agreement that was recorded under Other income.

 

Research and development expenses incurred in the six months ended June 30, 2019 and 2018 were related to our clinical studies as well as expenses associated with maintaining our European and the U.S. approval dossier, preparing regulatory documentation and filing with regulatory authorities, in particular with the FDA in the U.S. and the EMA in Europe for Ameluz® and our BF-RhodoLED® lamp. A small portion of our expenses were associated with filing and maintaining our patents and other intellectual property rights.

 

General Administrative Costs

 

General and Administrative Expenses
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
General and administrative expenses     (7,768 )     (4,079 )     (3,689 )     90 %

 

General administrative expenses were €7.8 million for the six months ended June 30, 2019, compared to €4,1 million for the six months ended June 30, 2018, representing a significant increase of €3.7 million. This increase was due primarily to higher legal and consulting costs, as well as higher administrative costs in the U.S. Our general administrative expenses for the six months ended June 30, 2019 also included €1.8 million for Cutanea, which were offset by a corresponding reimbursement from Maruho from its contractual obligations to us under the Cutanea Purchase Agreement that was recorded under Other income.

 

Sales Costs

 

Sales Costs
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Sales Costs     (14,195 )     (8,311 )     (5,884 )     71 %

 

20

 

 

Sales costs were €14.2 million for the six months ended June 30, 2019, compared to €8.3 million for the six months ended June 30, 2019, representing an increase of €5.9 million. This increase was driven primarily by increased costs relating to the further expansion of our sales activities in the U.S. In addition, our sales costs for the six months ended June 30, 2019 included €3.5 million in sales costs incurred by Cutanea, which were offset by a corresponding reimbursement from Maruho from its contractual obligations to us under the Cutanea Purchase Agreement that was recorded under Other income. Sales costs include the costs of our own field sales team in Germany, Spain, the UK and the USA, as well as marketing expenses.

 

Interest Income and Expense

 

Interest Income and Expense
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Interest Expense     (1.554 )     (1.066 )     (488 )     45.7 %
Interest Income     209       4       205       5,125 %

 

Interest income was €209 thousand for the six months ended June 30, 2019, compared with €4 thousand for the six months ended June 30, 2018.

 

Interest expense was €1.554 million for the six months ended June 30, 2019, compared to €1.066 million for the six months ended June 30, 2018. Interest expense consists primarily of interest due on the loan received under our credit facility with the EIB (€1.030 million in the six months ended June 30, 2019, and €0.968 in the six months ended June 30, 2018) and further includes interest payable on our outstanding convertible bond of €0.092 million and €0.385 million interest accrued related to the Cutanea Purchase Agreement.

 

Other Income and Expense, Net

 

Other income and (expense), net

 

Other Income and (Expense), Net
    Six Months ended June 30,     Increase (decrease)  
    2019     2018     Amount     Percentage  
    € thousands (except percentages)  
Other income and (expense), net     23,235       638       22,597       3,542 %

 

Other income and expense, net was €23.2 million for the six months ended June 30, 2019, compared to €638 thousand for the six months ended June 30, 2019. The increase is primarily driven by (a) €17.3 million of other income in the form of badwill resulting from the negative difference in asset and liability items measured at fair value resulting from the purchase price allocation and (b) €5.5 million of other income received from Maruho as reimbursement of restructuring expenses under the Cutanea Purchase Agreement, in each case in connection with our acquisition of Cutanea. Expenses and income from currency translation are also included in other income and expense, net.

 

21

 

 

Liquidity and Capital Resources

 

We devote a substantial portion of our cash resources to research and development and sales, general and administrative activities primarily related to the commercialization of our products, XEPITM, Ameluz® and BF-RhodoLED® lamp. We have financed our operations primarily with the proceeds of the issuance and sale of equity securities, warrant bonds and convertible bonds in Germany and the United States and, since May 2017, with proceeds from the EIB credit facility, and supply revenue and licensing income from some of our distribution partners. To date, we have generated supply revenue from direct sales in the U.S., Germany, Spain and the UK as well as from sales to distribution partners in some European countries and Israel.

 

Our management board regularly reviews the equity ratio of Biofrontera AG as a standalone entity as well as on a consolidated basis with its subsidiaries. Management seeks to ensure an appropriate equity base, within the framework of expectations of the capital markets, and creditworthiness with respect to national and international business partners. Our management board seeks to ensure that all companies within our group have sufficient equity and debt funding at their disposal.

 

We have incurred losses and generated negative cash flows from operations since inception. As of June 30, 2019, we had an accumulated deficit of €145.35 million and cash and cash equivalents of €21.58 million. In May 2017, we entered into the EIB credit facility under which EIB agreed to provide us with loans of up to €20 million in the aggregate. In 2017, we borrowed €10 million under the EIB credit facility, all of which remains outstanding as of the date of this report. In February 2019, we borrowed another €5.0 million from this credit facility after the conditions had been met. We cannot borrow the remaining €5.0 million from this credit facility until we achieve revenue of €35.0 million on a rolling basis. See “Description of Our Principal Financing Documents — European Investment Bank Loan Commitment and Security Agreements” below.

 

In February 2018, we listed our ADSs on The NASDAQ Capital Market. In connection with that listing we generated net proceeds of approximately €21.6 million from a rights offering of ordinary shares in Germany and our initial public offering of ADSs in the U.S.

 

The following table summarizes our cash flows from operating, investing and financing activities for the periods presented:

 

   

Six Months ended June 30,

 
    2019     2018  
    € thousands  
Consolidated Statement of Cash Flows Data:            
Net cash provided by (used in):                
Operating activities     (21,873 )     (6,834 )
Investing activities     19,718       (177 )
Financing activities     4,278       22,155  
Net increase (decrease) in cash and cash equivalents     2,123       15,144  

 

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Operating Activities

 

For the six months ended June 30, 2019 and 2018, our net cash used in operating activities was €21.87 million and €6.83 million, respectively. The increase in net cash used in operating activities in the six months ended June 30, 2019 was driven primarily by our loss for the period, which was driven primarily by increased general and administrative costs and cost of sales, partially offset by increased revenue.

 

Investing Activities

 

For the six months ended June 30, 2019, our net cash generated in investing activities was €19.72 million, compared to net cash used in investing activities of €(0.18) million for the six months ended June 30, 2018. The net cash generated in investing activities during the six months ended June 30, 2019 was driven primarily by €20.23 million included in the takeover of Cutanea’s liquid funds, offset in part by funds expended to finance the restructuring expenses.

 

Financing Activities

 

Our net cash provided by financing activities was €4.28 million for the six months ended June 30, 2019 compared to €22.16 million for the six months ended June 30, 2018. The cash provided by financing activities in the six months ended June 30, 2019 resulted primarily from the proceeds of the further tranche of the EIB loan. The decrease in cash provided financing activities during the six months ended June 30, 2019 compared to the prior-year period was primarily due to the net proceeds generated from our rights offering of common shares in Germany and our initial public offering of ADSs in the U.S. in February 2018.

 

Future Capital Requirements

 

We believe that, as of June 30, 2019, our existing cash and cash equivalents, together with revenue from product sales and future milestone or license payments, were be sufficient to enable us to fund our operating expenses and to advance our commercialization strategy in the U.S. for the next 12 months. However, we also may raise additional funds from public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives to meet our working capital requirements and to fund the continuing commercialization of our existing products and the launch of any new products in the U.S., the EU or other jurisdictions. Our existing financing arrangements place important restrictions on our ability to raise additional debt. See “Description of Our Principal Financing Documents” below.

 

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Our need for additional sources of liquidity and capital will depend significantly on the level and timing of regulatory approval and product sales, as well as the extent to which we choose to establish collaboration, co-promotion, distribution or other similar agreements for our products and product candidates. Moreover, changing circumstances may cause us to spend cash significantly faster than we currently anticipate, and we may need to spend more cash than currently expected because of circumstances beyond our control.

 

We expect to continue to incur substantial additional operating losses from significant general and administrative (including relating to litigation), sales, marketing and manufacturing expenses in the U.S. as we seek to expand the commercialization of Ameluz® in the U.S. and undertake further clinical trials and other activities related to extending the approved indications for Ameluz®. In addition, we expect to incur additional expenses to add and improve operational, financial and information systems and personnel, including personnel to support our product commercialization efforts. We also expect to incur significant costs to continue to comply with corporate governance, internal controls and similar requirements applicable to us as a public company in the U.S. and in Germany. We also anticipate to incur significant expenses in connection with lawsuits brought by and against our competitor in the U.S and by and against a shareholder.

 

Our future use of operating cash and capital requirements will depend on many forward-looking factors, including the following:

 

  the costs of our commercialization activities for Ameluz®, most importantly in the U.S.;
     
  the scope, progress, results and costs of development for extending indications for Ameluz®;
     
  the costs of maintaining and extending our regulatory approvals;
     
  the extent to which we acquire or invest in products, businesses and technologies;
     
  the extent to which we choose to establish collaboration, co-promotion, distribution or other similar agreements for our products; and
     
  the costs of preparing, submitting and prosecuting patent applications and maintaining, enforcing and defending intellectual property claims.

 

We may not have sufficient funds and may be unable to arrange for additional financing to pay the amounts due under our existing debt obligations, in particular the minimum €13.0 million payment that we must make on July 7, 2022 and a minimum payment of €6.5 million which we must make on February 4, 2024. To the extent that our capital resources are insufficient to meet our future operating and capital requirements, we will need to finance our cash needs through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. We have no committed external sources of funds, other than the EIB credit facility, under which future borrowings are subject to draw conditions, including, the achievement of specified milestones. Additional equity or debt financing or corporate collaboration and licensing arrangements may not be available on acceptable terms, if at all. In addition, the covenants under our existing debt obligations could limit our ability to obtain additional debt financing. For example, under the EIB credit facility, we are not permitted to incur additional third-party debt in excess of €1.0 million without the prior consent of EIB (subject to certain exceptions).

 

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If we raise additional funds by issuing equity securities, our shareholders will experience dilution. Any additional debt financing or additional equity that we raise may contain terms that are not favorable to us or our shareholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us.

 

Contractual Obligations

 

Set forth below is a description of our contractual obligations as of June 30, 2019:

 

    Payments due by period  
Contractual Obligations   Total     Less
than 1
year
    1-3
years
    3-5
years
    More
than 5
years
 
    € thousands  
Operating leases     4,056       779       761       0       2,516  
                                         
Convertible bond 2017/2022     2,595       0       0       2,595       0  
Interest     468       78       312       78       0  
EIB loan (1)     15,000                       10,000       5,000  
Interest     9,411       302       1,292       5,672       2,145  
Total     31,530       1,159       2,365       18,345       9,661  

 

(1)In February 2019, we drew another tranche of €5.0 million from the credit facility by the EIB. This tranche must be repaid on February 4, 2024, along with € 1.5 million in deferred interest and an additional amount of performance participation interest determined by reference to the change in our market capitalization between disbursement and maturity of the loan.

 

Our long-term commitments under operating leases shown above consist of payments relating to our facility leases in Leverkusen, Germany, which all expire by 2025 and our facility lease in Woburn, Massachusetts. Operating leases also include contracts for the lease of certain office equipment as well as our obligations under lease contracts for company cars.

 

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Description of Principal Financing Documents

 

European Investment Bank Loan Commitment and Security Agreements

 

On May 19, 2017, we entered into a Finance Contract with EIB, which we sometimes refer to as the EIB credit facility, whereby EIB has committed to lend us up to €20.0 million. The loan terms specify that the amounts drawn will be used to finance up to approximately 50% of specified research and development expenses forecast to be made by us between 2017 and 2020. The key terms of the EIB credit facility are as follows:

 

  Term and Availability. The EIB credit facility can be drawn in up to four tranches each in a minimum amount of €5.0 million, each of which matures 5 years from the scheduled date of disbursement for the relevant tranche. The final availability date for the EIB credit facility is May 19, 2020.
     
  Conditions to disbursement. We had drawn the first €10.0 million of the loan commitment in the form of two €5 million tranches in 2017. In February 2019 we drew another tranche of €5.0 million. We may draw up to an additional €5.0 million (for a total aggregate draw of up to €20.0 million) if we provide evidence satisfactory to EIB that we have reached consolidated revenues of €35.0 million on a 12-month rolling basis and that we have raised at least an additional €5.0 million in equity financing.
     
  Use of Proceeds and Co-Funding Requirement. We are required to use proceeds from the EIB credit facility in order to fund post-marketing level clinical trials to produce data for obtaining regulatory clearance in the EU and U.S. for Ameluz® in different indications and treatment modalities, referred to as the “Project”. In addition, we are required to ensure that we have available, and to expend, our own funds to finance approximately 50% of the Project budget (which is approximately €40.0 million in total). This means that, for any given year we may use the EIB credit facility to finance only approximately 50% of costs related to the Project.
     
  Interest. There are three components to the interest we pay under the EIB credit facility: quarterly floating interest payments, a deferred interest payment, and a performance participation interest payment. We make floating interest payments each quarter based on a rate per annum equal to EURIBOR plus 4.00%. The deferred interest and the performance participation interest payments are payable in full when the relevant tranche matures (or on any earlier prepayment date). Deferred interest accrues daily on each €5.0 million tranche at a rate of 6.0% per annum. For each €5.0 million tranche, the performance participation interest amount is equal to the product of EIB’s disbursement date notional equity proportion in respect of such tranche multiplied by our market capitalization on the maturity date of such tranche. The disbursement date notional equity proportion in relation to the outstanding €10.0 million tranche of the loan is 0.64% and the disbursement date notional equity proportion in relation to the outstanding €5.0 million tranche of the loan is 0.20%.
     
  Restriction on Debt. We are not permitted to incur additional third-party debt in excess of €1.0 million without the prior consent of EIB. This restriction is subject to certain exceptions, such as for ordinary course deferred purchase arrangements and, subject to maximum amounts, various types of leases.

 

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  Events of Default. The EIB credit facility contains a number of provisions allowing EIB to accelerate the payment of all or part of amounts outstanding under the EIB credit facility, including customary acceleration provisions for failure to make payments, inaccuracy of representations and warranties, default on other loan obligations (cross-default), illegality or change of law, and events relating to bankruptcy, insolvency and administration. In addition, EIB may accelerate upon any event or change in condition which in the opinion of EIB has a material adverse effect on our business, operations, property, condition (financial or otherwise) or prospects, or on the business, operations, property,

 

Convertible Bond II

 

In January 2017, we issued a convertible bond with an aggregate principal amount of €4.999 million, which is divided into 49,990 non-registered pari passu ranking bonds, each with a principal amount of €100. These bonds bear interest at a rate of 6% per annum on their principal amount from and including February 1, 2017. We must pay interest on these bonds semi-annually in arrears on January 1 and July 1 of each year. We must redeem these bonds in full on January 1, 2022, by paying the outstanding principal amount, together with accrued interest on the principal amount until (but excluding) the maturity date, unless they have previously been redeemed or converted or purchased and cancelled. The bonds were offered on a preemptive basis to all existing shareholders and were fully subscribed.

 

The terms and conditions of these bonds provide that each bondholder is entitled to declare due and payable the entire principal amount and any other claims arising from the bonds if we fail to pay within 30 days after the relevant payment date any amounts due and payable on the bonds or we exceed the “permissible indebtedness” under the terms and conditions by incurring additional debt. We will be deemed to exceed the “permissible indebtedness” if, as a result of our incurrence of any debt, both (1) our “net financial indebtedness” exceeds €25 million, and (2) our “net indebtedness quota” exceeds 4.0. “Net financial indebtedness” is defined as (i) the sum of long-term financial liabilities and short-term financial debt, less (ii) cash and cash equivalents, and “net indebtedness quota” is defined as the quotient of (i) our “net financial indebtedness” divided by (ii) our EBITDA (as defined in the terms and conditions of the bonds). For purposes of these calculations, all relevant figures are determined based on our most recent published annual or interim quarterly financial reports at the time we incur additional debt. We will not be deemed to exceed the “permissible indebtedness” if the “net indebtedness quota” exceeds 4.0 due to a reduction of our EBITDA.

 

We granted each bondholder the right to convert its bonds, at any time, in whole but not in part, into our ordinary shares, at a conversion price per share equal to: €3.50 per share from the date of issuance until March 31, 2017; €4.00 per share from April 1, 2017 until December 31, 2018; and €5.00 per share from January 1, 2018 until maturity. In March 2018 the conversion price was reduced to €4.75 in accordance with section 11 of the bond terms and conditions. As of the date of this annual report, a principal amount of €2.4 million of these convertible bonds has been converted into shares.

 

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For more information on Convertible Bond II, see Note 10 (Financial Liabilities) to our audited consolidated financial statements for the fiscal years ended December 31, 2018 included in our Annual Report on Form 20-F filed with the Commission on April 29, 2019.

 

Off-Balance Sheet Transactions

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

 

The condensed interim consolidated financial statements as of June 30, 2019 were prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) as well as the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRS IC) for “Interim Financial Reporting” in accordance with IAS 34, as applicable in the European Union. As a consequence, they do not include all information and disclosures required for consolidated financial statements, and for this reason should be read in connection with the consolidated financial statements for the financial year ended December 31, 2018.

 

As part of preparing the interim consolidated financial statements, the Management Board must make assumptions that affect the application of accounting policies within the Group, and the reporting of assets and liabilities as well as income and expenses. Actual amounts can differ from such estimates. Apart from the new IFRS standards described in the notes to our unaudited interim consolidated financial statements for the six months ended June 30, 2019, the accounting policies applied in the preparation of the consolidated financial statements as of December 31, 2018 were adopted unchanged for the preparation of these condensed interim consolidated financial statements.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

During the six months ended June 30, 2019, there were no significant changes to our quantitative and qualitative disclosures about market risk described under the heading “Item 11 Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 20-F filed with the Commission on April 29, 2019.

 

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