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MEREO BIOPHARMA GROUP PLC Condensed Consolidated Statements of Comprehensive (Loss)/Income (unaudited) Notes Six months ended

Key Takeaway: MEREO BIOPHARMA GROUP PLC Condensed Consolidated Statements of Comprehensive (Loss)/Income Notes Six months ended June 30, 2022 '000 Six months ended June 30, 2021 '000 Revenue 3 - 36,464 Cost of revenue 3 352 ( 18,137 ) Research and development expenses

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MEREO BIOPHARMA GROUP PLC
Condensed Consolidated Statements of Comprehensive (Loss)/Income
Notes Six months ended June 30, 2022 '000 Six months ended June 30, 2021 '000
Revenue 3 - 36,464
Cost of revenue 3 352 ( 18,137 )
Research and development expenses ( 13,322 ) ( 9,858 )
Administrative expenses ( 8,840 ) ( 8,673 )
Operating loss ( 21,810 ) ( 204 )
Finance income 4 173 1
Finance costs 4 ( 1,859 ) ( 1,987 )
Changes in the fair value of financial instruments 4 1,210 14,363
Net foreign exchange gain/(loss) 1,582 ( 1,269 )
Other income and expenses 5 811 -
(Loss)/profit before tax ( 19,893 ) 10,904
Taxation 735 1,184
(Loss)/profit for the period, attributable to equity holders of the parent ( 19,158 ) 12,088
Items that may be reclassified subsequently to profit or loss:
Currency translation of foreign operations ( 1,775 ) ( 26 )
Total comprehensive (loss)/income for the period, attributable to equity holders of the parent ( 20,933 ) 12,062
Basic (loss)/profit per share for the period (in ) 6 ( 0.03 ) 0.02
Diluted loss per share for the period (in ) 6 ( 0.03 ) 0.00
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
MEREO BIOPHARMA GROUP PLC
Condensed Consolidated Balance Sheets
Notes June 30, 2022 '000 December 31, 2021 '000
Assets
Non-current assets
Property, plant and equipment 7 2,114 2,530
Intangible assets 8 24,116 24,564
26,230 27,094
Current assets
Prepayments 2,741 2,799
R&D tax credits 740 -
Other taxes receivable 900 809
Other receivables 1,010 1,419
Cash and short-term deposits 76,415 94,296
81,806 99,323
Total assets 108,036 126,417
Equity and liabilities
Non-current liabilities
Provisions 10 1,389 1,320
Convertible loan notes 11 - 14,384
Warrant liability 1 2 222 8,336
Lease liability 1,456 1,754
Other liabilities 177 80
3,244 25,874
Current liabilities
Trade and other payables 2,821 2,499
Accruals 5,088 3,826
Current tax liabilities - 1,522
Provisions 10 2,945 2,803
Convertible loan notes 11 15,952 -
Warrant liability 1 2 6,904 -
Lease liability 580 622
Other liabilities 3 917 1,269
35,207 12,541
Total liabilities 38,451 38,415
Net assets 69,585 88,002
Equity
Issued capital 9 1,755 1,755
Share premium 9 247,460 247,460
Other capital reserves 9 132,269 129,835
Employee Benefit Trust shares ( 1,058 ) ( 1,140 )
Other reserves 7,401 7,401
Accumulated losses ( 316,126 ) ( 296,968 )
Translation reserve ( 2,116 ) ( 341 )
Total equity 69,585 88,002
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
MEREO BIOPHARMA GROUP PLC
Condensed Consolidated Statements of Cash Flows
Notes Six months ended June 30, 2022 '000 Six months ended June 30, 2021 '000
Operating activities
(Loss)/profit before tax ( 19,893 ) 10,904
Adjustments to reconcile (loss)/profit to net cash flows from operating activities
- Depreciation and impairment of property, plant and equipment 7 436 260
- Share-based payment expense 9 2,446 1,760
- Net foreign exchange (gain)/loss ( 2,100 ) 1,269
- Increase in provisions and other liabilities 10 307 1,513
- Finance income 4 ( 173 ) ( 1 )
- Finance costs 4 1,696 1,915
- Changes in the fair value of financial instruments 4 ( 1,210 ) ( 14,363 )
- Other income and expenses 5 ( 811 ) -
- Out-license of intangible asset - 9,457
- Other non-cash movements 330 -
Working capital adjustments
- Decrease/(increase) in receivables and prepayments 331 ( 1,675 )
- Increase/(decrease) in trade and other payables and accruals 1,364 ( 1,137 )
Taxation ( 1,529 ) -
Net cash flows (used in)/from operating activities ( 18,806 ) 9,902
Investing activities
Purchase of property, plant and equipment 7 ( 10 ) -
Proceeds from intangible asset 5 1,484 -
Payments to CVR holders 5 ( 673 ) -
Interest earned 4 173 1
Net cash flows from investing activities 974 1
Financing activities
Proceeds from issuance of ordinary shares - 78,532
Transaction costs on issuance of shares - ( 234 )
Proceeds from TAP agreement 153 -
Payment of lease liabilities ( 445 ) ( 290 )
Net cash flows (used in)/from financing activities ( 292 ) 78,008
Net (decrease)/increase in cash and cash equivalents ( 18,124 ) 87,911
Cash and cash equivalents at the beginning of the period 94,296 23,469
Effect of exchange rate changes on cash and cash equivalents 243 ( 1,287 )
Cash and cash equivalents at the end of the period 76,415 110,093
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
MEREO BIOPHARMA GROUP PLC
Condensed Consolidated Statements of Changes in Equity
Notes Issued capital Share premium Other capital reserves Employee Benefit Trust Other reserves Accumulated losses Translation reserve Total equity
'000 '000 '000 '000 '000 '000 '000 '000
At December 31, 2020 1,017 161,785 128,374 ( 1,305 ) 5,001 ( 309,693 ) ( 150 ) ( 14,971 )
Profit for the period - - - - - 12,088 - 12,088
Other comprehensive income/(loss) - - - - - - ( 26 ) ( 26 )
Total - - - - - 12,088 ( 26 ) 12,062
Share-based payments - - 1,760 - - - - 1,760
Issuance of share capital, net 601 78,609 - - - - - 79,210
Exercise of share options - - ( 108 ) 154 - - 46
Conversion of warrants 16 158 - - 2,400 - - 2,574
At June 30, 2021 1,634 240,552 130,026 ( 1,151 ) 7,401 ( 297,605 ) ( 176 ) 80,681
At December 31, 2021 1,755 247,460 129,835 ( 1,140 ) 7,401 ( 296,968 ) ( 341 ) 88,002
Loss for the period - - - - - ( 19,158 ) - ( 19,158 )
Other comprehensive income/(loss) - - - - - - ( 1,775 ) ( 1,775 )
Total - - - - - ( 19,158 ) ( 1,775 ) ( 20,933 )
Share-based payments 9 - - 2,446 - - - - 2,446
Exercise of share options - - ( 82 ) 82 - - - -
Issuance of warrants - - 70 - - - - 70
At June 30, 2022 1,755 247,460 132,269 ( 1,058 ) 7,401 ( 316,126 ) ( 2,116 ) 69,585
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
MEREO BIOPHARMA GROUP PLC
Notes to the Condensed Consolidated Financial Statements
1. Corporate information
Mereo BioPharma Group plc (the "Company" or "Mereo") is a clinical-stage, United Kingdom ("UK") based biopharmaceutical company focused on rare diseases and oncology.
The Company is a public limited company incorporated and domiciled in the UK, and registered in England, with shares publicly traded on the Nasdaq Global Market via American Depositary Shares ("ADSs") under the ticker symbol MREO. The Company's registered office is located at Fourth Floor, 1 Cavendish Place, London, W1G 0QF, United Kingdom.
These financial statements are the unaudited condensed consolidated financial statements of Mereo BioPharma Group plc and its subsidiaries for the six months ended June 30, 2022. The principal activities of the Company are the development and commercialization of innovative therapeutic pharmaceutical products.
2. Significant accounting policies
Basis of preparation
The unaudited condensed consolidated financial statements for the six-month period ended June 30, 2022 have been prepared in accordance with International Accounting Standards (IAS) 34, Interim Financial Reporting
. These consolidated condensed financial statements do not include all information and disclosures required in the annual financial statements in accordance with International Financial Reporting Standards (IFRS) and should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 31, 2022.
The financial information is presented in pound sterling (" "), which is the presentational currency of the Company. The functional currencies of consolidated subsidiaries are pound sterling and US dollars ("$"). All amounts disclosed in the condensed consolidated financial statements and notes have been rounded to the nearest thousand, unless otherwise stated.
The financial information for the year ended December 31, 2021 has been extracted from the Company's audited financial statements for that year, filed with the SEC on March 31, 2022.
These condensed consolidated financial statements are unaudited and do not constitute statutory accounts of the Company as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for financial year ended December 31, 2021 has been delivered to the Registrar of Companies. The auditors reported on those accounts and their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
Segmental information
The Company has one operating segment. The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The Company has a single portfolio of product candidates, with only direct research and development expenses monitored by product candidate. The CODM makes decisions over resource allocation at an overall portfolio level and the Company's financing is managed and monitored on a consolidated basis.
The going concern basis has been applied in these condensed consolidated financial statements as the Company has adequate resources to meet its liabilities as they fall due for the foreseeable future and at least 12 months from the issuance date of these condensed consolidated financial statements.
The Company expects to incur significant operating losses for the foreseeable future as it continues its research and development efforts, seeks to obtain regulatory approval of its product candidates and pursues any future product candidates the Company may develop.
Until such time as the Company can generate significant revenue from product sales, or other commercial revenues, if ever, or through licensing and/or collaboration agreements for its rare disease or oncology product candidates, the Company will seek to finance its operations through a combination of public or private equity or debt financings or other sources.
Summary of significant accounting policies
The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Company's consolidated financial statements for the year ended December 31, 2021.
Significant accounting estimates and judgments
The preparation of these condensed consolidated financial statements requires the management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates and judgments on historical experience and on various other assumptions that it considers to be reasonable. Actual results may differ from these estimates under different assumptions or conditions.
The significant accounting estimates and judgments adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Company's consolidated financial statements for the year ended December 31, 2021.
The Company recognized upfront proceeds of 36.5 million ($50.0 million) from the license and collaboration agreement with Ultragenyx for setrusumab as revenue in the
period ended June 30, 2021. The variable consideration relating to future milestones and sales royalties will be recognized in the statement of comprehensive income when the milestones are achieved or the underlying commercial sales are made, in the event regulatory approval is obtained.
As a consequence of the license and collaboration agreement with Ultragenyx and in accordance with terms of the 2015 asset purchase with Novartis, the Company made a payment to Novartis of 7.2 million ($10.0 million). The payment included a deduction for costs of 2.4 million which was deferred to be recognized in the statement of comprehensive income when the associated costs are incurred. In the
period ended June 30, 2022, 0.4 million (six months ended June 30, 2021: 0.9 million) of these deductions were recognized within "Cost of revenue" in the condensed consolidated
statement of comprehensive
income. As of June 30, 2022, the remaining balance to be recognized of
0.9 million (June 30, 2021:
1.5 million and December 31, 2021:
1.3 million) is included within "Other liabilities" in the condensed consolidated balance
4. Finance income, finance costs and changes in the fair value of financial instruments
Six months to June 30, 2022 '000 Six months to June 30, 2021 '000
Interest income on short-term deposits 173 1
Total 173 1
Six months to June 30, 2022 '000 Six months to June 30, 2021 '000
Interest on convertible loan notes ( 1,567 ) ( 1,792 )
Interest on lease liabilities ( 113 ) ( 105 )
Discounting of provision for deferred cash consideration ( 163 ) ( 72 )
Other ( 16 ) ( 18 )
Total ( 1,859 ) ( 1,987 )
Changes in the fair value of financial instruments
Six months to June 30, 2022 '000 Six months to June 30, 2021 '000
Changes in the fair value of warrants - placement 1,091 14,301
Changes in the fair value of warrants - bank loan 119 62
Total 1,210 14,363
5. Other income and expenses
In February 2022, the Company received a milestone payment of $2.0
million ( 1.5 million)
under the Navi License Agreement with OncXerna. An associated payment was made to the former shareholders of Mereo BioPharma 5, Inc. under the Contingent Value Rights Agreement ("
million ( 0.7 million),
after deductions of costs, charges and expenditures, which resulted in other income, net of 0.8 million.
6. Earnings per share
Basic (loss)/profit per share is calculated by dividing the (loss)/profit attributable for the period to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is based on dividing the loss attributable for the period, adjusted for the effect of dilutive ordinary shares, by ordinary share equivalents, which includes the weighted average number of ordinary shares outstanding and the effect of dilutive ordinary share equivalents.
Six months to June 30, 2022 Six months to June 30, 2021
Numerator - Basic earnings per share ( '000)
(Loss)/profit attributable to equity holders of the parent ( 19,158 ) 12,088
Denominator - Basic earnings per share
Weighted average number of ordinary shares 583,892,445 494,617,344
(Loss)/profit per share - basic ( ) ( 0.03 ) 0.02
Numerator - Diluted earnings per share ( '000):
(Loss)/profit attributable to equity holders of the parent ( 19,158 ) 12,088
Effect of dilutive ordinary shares - ( 14,363 )
Numerator - Diluted earnings per share ( 19,158 ) ( 2,275 )
Denominator - Diluted earnings per share:
Number of ordinary shares used for basic earnings per share 583,892,445 494,617,344
Weighted average effect of dilutive ordinary shares - 48,264,422
Weighted average number of diluted ordinary shares outstanding 583,892,445 542,881,766
Loss per share - diluted ( ) ( 0.03 ) ( 0.00 )
For the period ended June 30, 2021, the effect of dilutive ordinary shares is related to Company's outstanding warrants. For the period ended June 30, 2022, share options, convertible loan notes and warrants were considered to be anti-dilutive as they would have decreased the loss per share and were therefore excluded from the calculation of diluted loss per share. Therefore, the weighted average shares outstanding used to calculate both the basic and diluted loss per share was the same.
7. Property, plant and equipment
Right-of-use asset (building) Right-of-use asset (equipment) Leasehold improvements Office equipment IT equipment Total
'000 '000 '000 '000 '000 '000
Cost or valuation
At January 1, 2022 2,903 295 557 173 180 4,108
Additions - - - 7 3 10
Currency translation effects 4 6 - - - 10
At June 30, 2022 2,907 301 557 180 183 4,128
Depreciation and impairment
At January 1, 2022 ( 1,025 ) ( 231 ) ( 124 ) ( 69 ) ( 129 ) ( 1,578 )
Impairment ( 18 ) - - - - ( 18 )
Depreciation for the period ( 309 ) ( 41 ) ( 47 ) ( 11 ) ( 10 ) ( 418 )
At June 30, 2022 ( 1,352 ) ( 272 ) ( 171 ) ( 80 ) ( 139 ) ( 2,014 )
Net book value
At January 1, 2022 1,878 64 433 104 51 2,530
At June 30, 2022 1,555 29 386 100 44 2,114
8. Intangible assets
Acquired development programs
Cost '000
At January 1, 2022 and June 30, 2022 33,005
Accumulated revision to estimated value
At January 1, 2022 ( 8,441 )
Revision to estimated value ( 448 )
At June 30, 2022 ( 8,889 )
Net book value
At January 1, 2022 24,564
At June 30, 2022 24,116
The present value of the provision for deferred cash consideration relating to the agreement with AstraZeneca was reviewed at June 30, 2022 (see Note 10
). The change in the period due to changes in timelines or probability of contractual milestones being achieved was a decrease of 0.4
recognized as a reduction of the intangible asset in line with our accounting policies.
During the period the Company did not revise the value of any other intangible assets (2021: nil). As the intangible assets remain under development, no amortization charge has been recognized (2021: nil).
9. Issued capital and reserves
Number of ordinary shares Ordinary share capital '000 Share premium '000
At January 1, 2021 338,953,141 1,017 161,785
Issued during the period 205,557,122 617 79,001
Transaction costs for issued share capital - - ( 234 )
At June 30, 2021 544,510,263 1,634 240,552
At January 1, 2022 and June 30, 2022 584,908,239 1,755 247,460
Other capital reserves
Share- based payments Equity component of convertible loan Other warrants issued Merger reserve Other reserve Total
'000 '000 '000 '000 '000 '000
At January 1, 2021 19,843 34,565 44 40,818 33,104 128,374
Share-based payments expense during the period 1,760 - - - - 1,760
Share option exercise ( 108 ) - - - - ( 108 )
At June 30, 2021 21,495 34,565 44 40,818 33,104 130,026
At January 1, 2022 23,026 32,843 44 40,818 33,104 129,835
Share-based payments expense during the period 2,446 - - - - 2,446
Share option exercise ( 82 ) - - - - ( 82 )
Issuance of warrants - - 70 - - 70
At June 30, 2022 25,390 32,843 114 40,818 33,104 132,269
Share-based payments
The Company has a share option scheme under which options to subscribe for the Company's shares have been granted to certain executives, non-executive
directors ("NEDs") and employees. The share-based payment reserve is used to recognize (i) the value of equity settled share-based payments provided to employees, including key management personnel, as part of their remuneration and (ii) deferred equity consideration.
The total charge for the six months to June 30, 2022 in respect of all share option schemes was 2.4 million (June 30, 2021: 1.8 million).
During the six months ended June 30, 2022, the Company granted 3,996,400 market value options over ADS under the Mereo 2019 Equity Incentive Plan to certain executives and other employees. The weighted average fair value of options granted was $1.23 per option.
The weighted average exercise price is $1.39 per ADS.
During the same period, the Company granted 507,987 market value options over ADS under the Mereo 2019 NED Equity Incentive Plan to certain non-executive
directors. The weighted average fair value of options granted was $1.10 per option.
The weighted average exercise price is $1.24 per ADS.
Options over ADSs issued during the six months ended June 30, 2022 were valued using the Black-Scholes model with the following weighted average inputs: expected volatility of 96%; risk free interest rate of 1.79%; expected life of 10 years; and market price per ADS of $1.38.
A total of 353,183 deferred restricted stock units, with a weighted average fair value of $1.12 per restricted stock unit,
were also granted in February 2022
under the Mereo 2019 NED Equity Incentive Plan to certain non-executive directors who elected to receive restricted stock units in lieu of their cash fees for the year commencing February 1, 2022.
June 30, 2022 '000 December 31, 2021 '000
Provision for deferred cash consideration 4,334 4,123
Total 4,334 4,123
Current 2,945 2,803
Non-current 1,389 1,320
The deferred cash consideration is the estimate of the quantifiable but not certain future cash payment obligations due to AstraZeneca for the acquisition of certain assets. This provision is calculated as the risk adjusted net present value of future cash payments to be made by the Company. The payments are dependent on reaching certain milestones based on the commencement and outcome of clinical trials. The likelihood of achieving such milestones is reviewed at the balance sheet date and increased or decreased as appropriate (see Note 8).
11. Convertible loan notes
June 30, December
2022 31, 2021
'000 '000
Novartis Loan Note 4,094 3,771
Loan Notes - private placement 11,858 10,613
Total 15,952 14,384
Current 15,952 -
Non-current - 14,384
Novartis Loan Note is convertible at a fixed price of 0.265 per ordinary share and bears an
interest rate of 6% per annum with a maturity date of February 2023. Loan Notes from the June 2020 private placement are convertible at a fixed price of 0.174
per ordinary share and bears an interest rate
of 6% per annum with a maturity date of June 2023.
12. Warrant liability
June 30, 2022 '000 June 30, 2021 '000
At January 1 8,336 50,775
Warrants exercised - ( 2,400 )
Fair value changes during the period ( 1,210 ) ( 14,364 )
At June 30 7,126 34,011
June 30, 2022 '000 December 31, 2021 '000
Current 6,904 -
Non-current 222 8,336
Total 7,126 8,336
The change in fair value of the warrant liability represents an unrealized gain for the six months ended June 30, 2022 and for the six months ended June 30, 2021.
Last updated: Nov 2, 2022