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PROQR THERAPEUTICS N.V. Index to Unaudited Condensed Consolidated Financial Statements PAGE Unaudited Condensed Consolidated Statement of Financial Position at

Key Takeaway: PROQR THERAPEUTICS N.V. Index to Unaudited Condensed Consolidated Financial Statements PAGE Unaudited Condensed Consolidated Statement of Financial Position at June 30, 2020 and December 31, 2019 1 Unaudited Condensed Consolidated Statement of Comprehensive Loss for the Three

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PROQR THERAPEUTICS N.V.
Index to Unaudited Condensed Consolidated Financial Statements
PAGE
Unaudited Condensed Consolidated Statement of Financial Position at June 30, 2020 and December 31, 2019 1
Unaudited Condensed Consolidated Statement of Comprehensive Loss for the Three Month and Six Month Periods ended June 30, 2020 and 2019 2
Unaudited Condensed Consolidated Statement of Changes in Equity for the Six Month Periods ended June 30, 2020 and 2019 3
Unaudited Condensed Consolidated Statement of Cash Flows for the Three Month and Six Month Periods ended June 30, 2020 and 2019 4
Notes to Unaudited Condensed Consolidated Financial Statements 5
Unaudited Condensed Consolidated Financial Statements
PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Financial Position
June 30, December 31,
2020 2019
1,000 1,000
Assets
Current assets
Cash and cash equivalents 87,141 111,950
Prepayments and other receivables 3,562 1,866
Social securities and other taxes 452 850
Total current assets 91,155 114,666
Property, plant and equipment 2,102 2,440
Investments in associates 243 429
Total assets 93,500 117,535
Equity and liabilities
Equity
Equity attributable to owners of the Company 80,094 94,329
Non-controlling interests (526) (496)
Total equity 79,568 93,833
Current liabilities
Borrowings 656 343
Lease liabilities 46 508
Trade payables 492 445
Current income tax liability 65 64
Social securities and other taxes 17 108
Pension premiums 1 2
Deferred income 1,053 711
Other current liabilities 6,703 8,812
Total current liabilities 9,033 10,993
Borrowings 4,899 12,709
Total liabilities 13,932 23,702
Total equity and liabilities 93,500 117,535
The notes are an integral part of these condensed consolidated financial statements.
Unaudited Condensed Consolidated Financial Statements
PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Profit or Loss and OCI
( in thousands, except share and per share data)
Three month period Six month period
ended June 30, ended June 30,
2020 2019 2020 2019
1,000 1,000 1,000 1,000
Other income 8,674 563 8,937 979
Research and development costs (8,587) (9,523) (21,412) (21,487)
General and administrative costs (3,446) (2,876) (7,364) (6,066)
Total operating costs (12,033) (12,399) (28,776) (27,553)
Operating result (3,359) (11,836) (19,839) (26,574)
Finance income and expense (697) (531) (161) (37)
Results related to associates (52) 698 (186) 698
Result before corporate income taxes (4,108) (11,669) (20,186) (25,913)
Income taxes (11) (64) (11) (64)
Result for the period (4,119) (11,733) (20,197) (25,977)
Other comprehensive income (135) (38) 121 (26)
Total comprehensive income (attributable to owners of the Company) (4,254) (11,771) (20,076) (26,003)
Result attributable to
Owners of the Company (4,112) (11,651) (20,167) (25,808)
Non-controlling interests (7) (82) (30) (169)
(4,119) (11,733) (20,197) (25,977)
Share information
Weighted average number of shares outstanding 1 50,021,194 38,908,182 49,963,614 38,896,868
Earnings per share attributable to the equity holders of the Company (expressed in Euro per share)
Basic loss per share 1 (0.08) (0.30) (0.40) (0.66)
Diluted loss per share 1 (0.08) (0.30) (0.40) (0.66)
The notes are an integral part of these condensed consolidated financial statements.
Unaudited Condensed Consolidated Financial Statements
PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Changes in Equity
Attributable to owners of the Company
Equity settled
Employee Non-
Number of Share Share Benefit Translation Accumulated controlling Total
shares Capital Premium Reserve Reserve Deficit Total interests Equity
1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000
Balance at January 1, 2019 43,149,987 1,726 235,744 10,780 108 (155,443) 92,915 (230) 92,685
Result for the period - - - - - (25,808) (25,808) (169) (25,977)
Other comprehensive income - - - - (26) - (26) - (26)
Recognition of share-based payments - - - 3,388 - - 3,388 - 3,388
Issuance of ordinary shares - - - - - - - - -
Treasury shares transferred (39,653) - - - - - - - -
Share options lapsed - - - (29) - 29 - - -
Share options exercised 39,653 - 164 (113) - 113 164 - 164
Balance at June 30, 2019 43,149,987 1,726 235,908 14,026 82 (181,109) 70,633 (399) 70,234
Balance at January 1, 2020 53,975,838 2,159 287,214 16,551 151 (211,746) 94,329 (496) 93,833
Result for the period - - - - - (20,167) (20,167) (30) (20,197)
Other comprehensive income - - - - 121 - 121 - 121
Recognition of share-based payments - 2 283 4,542 - - 4,827 - 4,827
Issuance of ordinary shares 100,902 2 270 - - - 272 - 272
Treasury shares transferred (296,122) - - - - - - - -
Share options lapsed - - - (60) - 60 - - -
Share options exercised 296,122 - 712 (458) - 458 712 - 712
Balance at June 30, 2020 54,076,740 2,163 288,479 20,575 272 (231,395) 80,094 (526) 79,568
The notes are an integral part of these condensed consolidated financial statements
Unaudited Condensed Consolidated Financial Statements
PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Cash Flows
Three month period Six month period
ended June 30, ended June 30,
2020 2019 2020 2019
1,000 1,000 1,000 1,000
Cash flows from operating activities
Net result (4,119) (11,733) (20,197) (25,977)
Adjustments for:
- Depreciation 530 516 1,052 1,037
- Share-based compensation 1,802 1,100 4,672 3,388
- Other income (8,423) - (8,423) -
- Financial income and expenses 696 531 161 37
- Results related to associates 52 (698) 186 (698)
- Net foreign exchange gain / (loss) (135) (38) 121 (26)
Changes in working capital (907) (500) (3,108) (974)
Cash used in operations (10,504) (10,822) (25,536) (23,213)
Corporate income tax paid (11) (64) (11) (64)
Interest received 62 32 91 86
Interest paid (34) (24) (38) (51)
Net cash used in operating activities (10,487) (10,878) (25,494) (23,242)
Cash flow from investing activities
Purchases of property, plant and equipment (344) (86) (542) (309)
Net cash used in investing activities (344) (86) (542) (309)
Cash flow from financing activities
Proceeds from issuance of shares, net of transaction costs - - - -
Proceeds from exercise of share options 243 93 712 164
Proceeds from borrowings 289 - 579 -
Proceeds from convertible loans 65 - 65 690
Repayment of lease liability (105) (287) (307) (571)
Net cash (used in)/generated by financing activities 492 (194) 1,049 283
Net increase/(decrease) in cash and cash equivalents (10,339) (11,158) (24,987) (23,268)
Currency effect cash and cash equivalents (583) (458) 178 152
Cash and cash equivalents, at beginning of the period 98,063 94,080 111,950 105,580
Cash and cash equivalents at the end of the period 87,141 82,464 87,141 82,464
The notes are an integral part of these condensed consolidated financial statements.
Unaudited Condensed Consolidated Financial Statements
PROQR THERAPEUTICS N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
1. General information
ProQR Therapeutics N.V., or "ProQR" or the "Company", is a development stage company domiciled in the Netherlands that primarily focuses on the development and commercialization of novel therapeutic medicines.
Since September 18, 2014, the Company's ordinary shares are listed on the NASDAQ Global Market under ticker symbol PRQR.
The Company was incorporated in the Netherlands, on February 21, 2012 and was reorganized from a private company with limited liability to a public company with limited liability on September 23, 2014. The Company has its statutory seat in Leiden, the Netherlands. The address of its headquarters and registered office is Zernikedreef 9, 2333 CK Leiden, the Netherlands.
ProQR Therapeutics N.V. is the ultimate parent company of the following entities:
ProQR Therapeutics N.V. is also statutory director of Stichting Bewaarneming Aandelen ProQR ("ESOP Foundation") and has full control over this entity. ProQR Therapeutics N.V. holds a 20% minority shareholding in Wings Therapeutics Inc.
As used in these condensed consolidated financial statements, unless the context indicates otherwise, all references to "ProQR" or the "Company" refer to ProQR Therapeutics N.V. including its subsidiaries and the ESOP Foundation.
2. Significant Accounting Policies
These condensed consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting. Certain information and disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's annual financial statements for the year ended December 31, 2019. In the opinion of management, all adjustments, consisting of normal recurring nature, considered necessary for a fair presentation have been included in the condensed consolidated financial statements.
Unaudited Condensed Consolidated Financial Statements
The Company's financial results have varied substantially, and are expected to continue to vary, from period to period. The Company believes that its ordinary activities are not linked to any particular seasonal factors.
The Company operates in one reportable segment, which comprises the discovery and development of innovative, RNA based therapeutics.
3. Adoption of new and revised International Financial Reporting Standards
The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those applied in the preparation of the Company's annual financial statements for the year ended December 31, 2019.
New Standards and Interpretations, which became effective as of January 1, 2020, did not have a material impact on our condensed consolidated financial statements.
4. Critical Accounting Estimates and Judgments
In the application of the Company's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Research and development expenditures
Research expenditures are currently not capitalized but are reflected in the income statement because the criteria for capitalization are not met. At each balance sheet date, the Company estimates the level of service performed by the vendors and the associated costs incurred for the services performed.
Although we do not expect the estimates to be materially different from amounts actually incurred, the understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in reporting amounts that are too high or too low in any particular period.
5. Cash and Cash Equivalents
At June 30, 2020, the Company's cash and equivalents were 87,141,000 as compared to 111,950,000 at December 31, 2019. The cash balances are held at banks with investment grade credit ratings. The cash at banks is at full disposal of the Company.
6. Current liabilities
At June 30, 2020 and December 31, 2019, the other current liabilities consisted principally of accruals for services provided by vendors not yet billed, payroll related accruals and other miscellaneous liabilities.
Unaudited Condensed Consolidated Financial Statements
June 30, December 31,
2020 2019
1,000 1,000
Innovation credit 2,771 7,191
Accrued interest on innovation credit 168 3,124
Convertible notes 2,279 2,473
Accrued interest on convertible notes 337 264
Total borrowings 5,555 13,052
Current portion (656) (343)
4,899 12,709
On June 1, 2012, ProQR was awarded an Innovation credit by the Dutch government, through its agency RVO of the Ministry of Economic Affairs, for the Company's cystic fibrosis program. Amounts were drawn under this facility in the course of the years 2013 through 2017. The credit covered 35% of the costs incurred in respect of the program up to 5.0 million. The credit was interest-bearing at a rate of 10% per annum. In June 2020 ProQR received a final waiver of the full amount of the Innovation credit, including accumulated interest. Consequently, the carrying amount of 8.4 million, including accumulated interest, was recognized in Other Income in June 2020.
On December 10, 2018 ProQR was awarded an Innovation credit for the sepofarsen program for LCA 10. Amounts will be drawn under this facility from 2018 through 2021. The total credit of 4.7 million will be used to conduct the Phase 2/3 clinical study for sepofarsen and to finance efforts to obtain regulatory and ethical market approval (NDA/MAA). The credit, including accrued interest of 10% per annum, is repayable depending on ProQR obtaining market approval for sepofarsen. An amount of 2.8 million had been received as at June 30, 2020. Accumulated interest amounted to 0.2 million as at June 30, 2020. The assets that are co-financed with the granted innovation credit are subject to a right of pledge for the benefit of RVO.
Convertible loans were issued to Amylon Therapeutics B.V. and are interest-bearing at an average rate of 8% per annum. They are convertible into a variable number of ordinary shares within 36 months at the option of the holder or the Company in case financing criteria are met. Any unconverted loans become payable on demand after 24 - 36 months in equal quarterly terms.
8. Shareholders' equity
The authorized share capital of the Company amounting to 7,200,000 consists of 90,000,000 ordinary shares and 90,000,000 preference shares with a par value of 0.04 per share. At June 30, 2020, 54,076,740 ordinary shares were issued and fully paid in cash, of which 3,934,029 were held by the Company as treasury shares (December 31, 2019: 4,230,151).
On November 7, 2018, the Company filed a shelf registration statement, which permitted the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 300,000,000 of its ordinary shares, warrants and/or units.
In October 2019, the Company consummated an underwritten public offering of 10,454,545 ordinary shares at an issue price of $ 5.50 per share. The gross proceeds from this offering amounted to 51,597,000 while the transaction costs amounted to 3,047,000, resulting in net proceeds of 48,550,000.
In December 2019, the Company issued 371,306 shares in the aggregate amount of $3.5 million, at $9.43 ( 8.51) per share to Ionis Pharmaceuticals, Inc. Under the terms of the agreement, the second installment of the upfront payment in
Unaudited Condensed Consolidated Financial Statements
ordinary shares to the Company's common stock was made to Ionis upon the dosing of the first patient in the phase 1/2 Aurora clinical trial for QR-1123.
On March 31, 2020, the Company entered into a sales agreement, which permitted the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 75,000,000 of its ordinary shares that may be issued and sold in one or more at-the-market offerings with Citigroup Global Markets, Inc. and Cantor Fitzgerald & Co. In 2020, no shares were issued pursuant to this ATM facility.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
The Company operates an equity-settled share-based compensation plan, which was introduced in 2013. Options may be granted to employees, members of the Supervisory Board, members of the Management Board and consultants. The compensation expenses included in operating costs for this plan in the three month period ended June 30, 2020 were 1,673,000 (2019: 1,100,000), of which 1,103,000 (2019: 724,000) was recorded in general and administrative costs and 570,000 (2019: 376,000) was recorded in research and development costs.
Three month period
ended June 30,
2020 2019
1,000 1,000
Grant income 8,640 489
Other income 34 74
8,674 563
In June 2020 ProQR received a final waiver of the full amount of the Innovation credit for the Company's cystic fibrosis program. Consequently, the carrying amount of 8.4 million, including accumulated interest, was recognized in Other Income in June 2020.
On February 9, 2018, the Company entered into a partnership agreement with Foundation Fighting Blindness (FFB), under which FFB has agreed to provide funding of $7.5 million for the pre-clinical and clinical development of QR-421a for Usher syndrome type 2A targeting mutations in exon 13.
In addition, funding was received for our Huntington's disease program.
Grants are recognized in other income in the same period in which the related R&D costs are recognized.
10. Research and development costs
Research and development costs amount to 8,587,000 for the three month period ended June 30, 2020 (2019: 9,523,000) and are comprised of allocated employee costs including share-based payments, the costs of materials and laboratory consumables, outsourced activities, license and intellectual property costs and other allocated costs.
Unaudited Condensed Consolidated Financial Statements
11. General and administrative costs
General and administrative costs amount to 3,446,000 for the three month period ended June 30, 2020 (2019: 2,876,000).
12. Results related to associates
The results related to associates for the three month period ended June 30, 2020 amounting to 52,000 consist of our share of the net losses of Wings Therapeutics Inc. Results related to associates for the three month period ended June 30, 2019 consisted of a gain on the sale of assets to Wings Therapeutics Inc of 959,000 and the Company's share in the net loss of Wings Therapeutics Inc, amounting to 261,000.
The current income tax liability amounts to 65,000 at June 30, 2020 (December 31, 2019: 64,000). No significant temporary differences exist between accounting and tax results. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, the Company has not yet recognized any deferred tax asset related to operating losses.
14. Events after balance sheet date
On July 14, 2020, the Company entered into a convertible debt financing agreement with Pontifax Medison Debt Financing. Under the agreement, the Company will have access to up to $ 30 million in convertible debt financing in three tranches of $ 10 million each that will mature over a 54 month period and have an interest-only period of 24 months.
Pontifax may elect to convert the outstanding loan into ProQR ordinary shares at any time prior to repayment at a fixed conversion price. ProQR also has the ability to convert the loan into its ordinary shares, at the same conversion price, if the Company's stock price reaches a pre-determined threshold.
In connection with the loan agreement, the Company issued to Pontifax warrants to purchase up to an aggregate of 190,424 shares of its common stock at a fixed exercise price.
Subsequent to the closing with Pontifax, the loan facility was expanded by an additional 15 million (in three tranches of 5 million) with Kreos Capital.
Last updated: Aug 6, 2020