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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 September 30, 2020 and December 31, 2019 1 Unaudited Condensed Consolidated Statement of Comprehensive Loss for the T

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PROQR THERAPEUTICS N.V.
Index to Unaudited Condensed Consolidated Financial Statements
PAGE
Unaudited Condensed Consolidated Statement of Financial Position at September 30, 2020 and December 31, 2019 1
Unaudited Condensed Consolidated Statement of Comprehensive Loss for the Three Month and Nine Month Periods ended September 30, 2020 and 2019 2
Unaudited Condensed Consolidated Statement of Changes in Equity for the Nine Month Periods ended September 30, 2020 and 2019 3
Unaudited Condensed Consolidated Statement of Cash Flows for the Three Month and Nine Month Periods ended September 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
September 30, December 31,
2020 2019
1,000 1,000
Assets
Current assets
Cash and cash equivalents 88,847 111,950
Prepayments and other receivables 2,759 1,866
Social securities and other taxes 552 850
Total current assets 92,158 114,666
Property, plant and equipment 17,875 2,440
Investments in associates 159 429
Total assets 110,192 117,535
Equity and liabilities
Equity
Equity attributable to owners of the Company 68,626 94,329
Non-controlling interests (534) (496)
Total equity 68,092 93,833
Current liabilities
Borrowings 949 343
Lease liabilities 1,308 508
Derivative financial instruments 1,092 -
Trade payables 291 445
Current income tax liability - 64
Social securities and other taxes 155 108
Pension premiums - 2
Deferred income 863 711
Other current liabilities 6,159 8,812
Total current liabilities 10,817 10,993
Borrowings 16,577 12,709
Lease liabilities 14,706 -
Total liabilities 42,100 23,702
Total equity and liabilities 110,192 117,535
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 Nine month period
ended September 30, ended September 30,
2020 2019 2020 2019
1,000 1,000 1,000 1,000
Other income 251 530 9,188 1,509
Research and development costs (8,304) (11,074) (29,716) (32,560)
General and administrative costs (2,809) (2,903) (10,173) (8,970)
Total operating costs (11,113) (13,977) (39,889) (41,530)
Operating result (10,862) (13,447) (30,701) (40,021)
Finance income and expense (1,863) 1,375 (2,024) 1,339
Results related to financial liabilities measured at fair value through profit or loss (305) - (305) -
Results related to associates (84) (119) (270) 579
Result before corporate income taxes (13,114) (12,191) (33,300) (38,103)
Income taxes (75) - (86) (64)
Result for the period (13,189) (12,191) (33,386) (38,167)
Other comprehensive income (255) 147 (134) 121
Total comprehensive income (attributable to owners of the Company) (13,444) (12,044) (33,520) (38,046)
Result attributable to
Owners of the Company (13,181) (12,139) (33,348) (37,945)
Non-controlling interests (8) (52) (38) (222)
(13,189) (12,191) (33,386) (38,167)
Share information
Weighted average number of shares outstanding 1 50,143,262 38,912,701 50,017,990 38,902,203
Earnings per share attributable to the equity holders of the Company (expressed in Euro per share)
Basic loss per share 1 (0.26) (0.31) (0.67) (0.98)
Diluted loss per share 1 (0.26) (0.31) (0.67) (0.98)
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
Number of shares Share Capital Share Premium Equity settled Employee Benefit Reserve Option premium on convertible loan Translation Reserve Accumulated Deficit Total Non- controlling interests Total Equity
1,000 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 - - - - - - (37,945) (37,945) (222) (38,167)
Other comprehensive income - - - - - 121 - 121 - 121
Recognition of share-based payments - - - 4,614 - - - 4,614 - 4,614
Issuance of ordinary shares - - - - - - - - - -
Treasury shares transferred (40,259) - - - - - - - - -
Share options lapsed - - - (33) - - 33 - - -
Share options exercised 40,259 - 166 (115) - - 115 166 - 166
Balance at September 30, 2019 43,149,987 1,726 235,910 15,246 - 229 (193,240) 59,871 (452) 59,419
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 - - - - - - (33,348) (33,348) (38) (33,386)
Other comprehensive income - - - - - (134) - (134) - (134)
Recognition of share-based payments - 2 283 6,218 - - - 6,503 - 6,503
Issuance of ordinary shares 100,902 2 270 - - - - 272 - 272
Treasury shares transferred (299,615) - - - - - - - - -
Recognition of equity component of convertible loan - - - - 280 - - 280 - 280
Share options lapsed - - - (63) - - 63 - - -
Share options exercised 299,615 - 724 (466) - - 466 724 - 724
Balance at September 30, 2020 54,076,740 2,163 288,491 22,240 280 17 (244,565) 68,626 (534) 68,092
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 Nine month period
ended September 30, ended September 30,
2020 2019 2020 2019
1,000 1,000 1,000 1,000
Cash flows from operating activities
Net result (13,189) (12,191) (33,386) (38,167)
Adjustments for:
- Depreciation 651 506 1,703 1,543
- Share-based compensation 1,676 1,226 6,348 4,614
- Other income - - (8,423) -
- Financial income and expenses 1,863 (1,375) 2,024 (1,339)
- Results related to associates 84 119 270 (579)
- Results related to financial liabilities measured at fair value through profit or loss 305 - 305 -
- Net foreign exchange gain / (loss) (255) 148 (134) 122
Changes in working capital (246) 2,718 (3,354) 1,744
Cash used in operations (9,111) (8,849) (34,647) (32,062)
Corporate income tax paid (157) - (168) (64)
Interest received 27 90 118 176
Interest paid (569) (13) (607) (64)
Net cash used in operating activities (9,810) (8,772) (35,304) (32,014)
Cash flow from investing activities
Purchases of property, plant and equipment (264) (32) (806) (341)
Net cash used in investing activities (264) (32) (806) (341)
Cash flow from financing activities
Proceeds from issuance of shares, net of transaction costs - - - -
Proceeds from exercise of share options 12 2 724 166
Proceeds from borrowings - - 579 -
Proceeds from convertible loans 13,477 - 13,542 690
Repayment of lease liability (235) (290) (542) (861)
Net cash generated by/(used in) financing activities 13,254 (288) 14,303 (5)
Net increase/(decrease) in cash and cash equivalents 3,180 (9,092) (21,807) (32,360)
Currency effect cash and cash equivalents (1,474) 1,420 (1,296) 1,572
Cash and cash equivalents, at beginning of the period 87,141 82,464 111,950 105,580
Cash and cash equivalents at the end of the period 88,847 74,792 88,847 74,792
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 September 30, 2020, the Company's cash and equivalents were 88,847,000 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. Property, plant and equipment
At September 30, 2020 and December 31, 2019, property plant and equipment consisted of buildings and leasehold improvements, laboratory equipment and other assets. Buildings and leasehold improvements include a right-of-use asset relating to the lease of our Leiden office and laboratory space, with a carrying amount of 15,923,000 at September 30, 2020 (December 31, 2019: 606,000).
Unaudited Condensed Consolidated Financial Statements
7. Current liabilities
At September 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.
September 30, December 31,
2020 2019
1,000 1,000
Innovation credit 2,771 7,191
Accrued interest on innovation credit 237 3,124
Convertible notes 14,140 2,473
Accrued interest on convertible notes 378 264
Total borrowings 17,526 13,052
Current portion (949) (343)
16,577 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 the second quarter of 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 September 30, 2020. Accumulated interest amounted to 0.2 million as at September 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.
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. One tranch of $ 10 million was drawn down at the end of the current reporting period and is recognized at amortized cost. A second close of the convertible debt financing agreement was completed on August 6, 2020 with Kreos Capital. Under the second agreement, the Company will have access to up to 15 million in convertible debt financing in three tranches of 5 million each that will mature over a 54-month period and have an interest-only period of 24 months. One tranche of 5 million was drawn down at the end of the current reporting.
Unaudited Condensed Consolidated Financial Statements
Pontifax and/or Kreos may elect to convert the outstanding loans into ProQR ordinary shares at any time prior to repayment at a fixed conversion price. ProQR also has the ability to convert the loans 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 and Kreos warrants to purchase up to an aggregate of 302,676 shares of its common stock at a fixed exercise price.
Pontifax' conversion option and warrants are accounted for as embedded derivatives and are recognized separately from the host contract as financial liabilities at fair value through profit or loss. The host contract is recognized at amortized cost.
The Kreos loan is accounted for as a compound financial instrument. The liability component is recognized at amortized cost. The equity component is initially recognized at fair value as option premium on convertible loan and will not be subsequently remeasured. Kreos' warrants are accounted for as embedded derivatives and are recognized as financial liabilities at fair value through profit or loss.
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.
9. Lease liabilities
At September 30, 2020 and December 31, 2019, lease liabilities consisted of the Company's lease of office and laboratory facilities at Zernikedreef in Leiden, the Netherlands, where our headquarters and our laboratories are located. A new lease agreement was put in place on July 1, 2020 for a 10-year period, which may be extended for subsequent 5-year terms. The carrying amount of the right-of-use asset is disclosed under note 6 Property, plant & equipment.
10. 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 September 30, 2020, 54,076,740 ordinary shares were issued and fully paid in cash, of which 3,930,536 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 September 30, 2020 were 1,675,000 (2019: 1,226,000), of which 1,108,000 (2019: 835,000) was recorded in general and administrative costs and 567,000 (2019: 391,000) was recorded in research and development costs.
Three month period
ended September 30,
2020 2019
1,000 1,000
Grant income 212 518
Other income 39 12
251 530
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 Q2 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 the Huntington's disease program.
Grants are recognized in other income in the same period in which the related R&D costs are recognized.
Unaudited Condensed Consolidated Financial Statements
12. Research and development costs
Research and development costs amount to 8,304,000 for the three month period ended September 30, 2020 (2019: 11,074,000) 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.
13. General and administrative costs
General and administrative costs amount to 2,809,000 for the three month period ended September 30, 2020 (2019: 2,903,000).
14. Results related to associates
The results related to associates for the three month period ended September 30, 2020 amount to 84,000 (2019: 119,000) and consist of our share of the net losses of Wings Therapeutics Inc.
The current income tax liability amounts to nil at September 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.
16. Events after balance sheet date
No significant events have occurred after the balance sheet date.
Last updated: Nov 16, 2020