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Interim report as of September 30, 2015 MOLOGEN AG interim report as of September 30, 2015 Key data 2 Highlights Patient recruitment for lung cancer and HIV studies successfully completed At € 10.4 million, R&D expenses in first nine months are on a par with the reference period EBIT accordingly at the same level as in the reference period Outlook for 2015 unchanged KEY DATA In million € Revenues Profit (loss) from operations (EBIT) Expense structure Personnel expenses Research & Development expenses Earnings per share in € (basic) Cash flows from operating activities Cash and cash equivalents Shareholders’ equity Equity ratio Total assets Number of employees Q3 2015 Q3 2014 Q1 – Q3 2015 Change % Q1 – Q3 2014 Change % 0 0 - 0 0 - -6.3 -5.4 17% -13.3 -13.3 0% 1.2 1.2 0% 3.8 3.9 -3% 5.2 4.6 13% 10.4 10.5 -1% -0.28 -0.32 -12% -0.66 -0.8 -17% -4.3 -5.0 -14% -9.0 -11.5 -22% 30 Sep 2015 30.5 31 Dec 2014 13.6 26.5 81% 32.7 13.3 88% 15.1 99% -8% 117% 62 60 3% Change % 124% MOLOGEN AG interim report as of September 30, 2015 Contents 3 CONTENTS Interim management report as of September 30, 2015 The MOLOGEN share 4 15 Interim statement as of September 30, 2015 Statement of comprehensive income 18 Statement of financial position 19 Statement of cash flows 20 Statement of changes in equity 21 Condensed notes to the interim financial statements 22 Responsibility statement 29 Financial calendar / imprint 30 MOLOGEN AG interim report as of September 30, 2015 Interim management report 4 INTERIM MANAGEMENT REPORT for the period from January 1, to September 30, 2015 Patient recruitment for lung cancer and HIV studies successfully completed At € 10.4 million, R&D expenses are on a par with the reference period Outlook for 2015 unchanged In the third quarter, operational business activities above all focused on clinical studies with the lead product MGN1703. While patients are still being recruited for the IMPALA study (phase III for colorectal cancer), enrollment was completed for the TEACH study (phase I for HIV) in September 2015 and for the IMPULSE study (randomized trial for lung cancer) in October 2015. At € 10.4 million, research and development (R&D) expenses were on a par with the same period of the previous year (first nine months [9M] of 2014: € 10.5 million). Accordingly, EBIT was also on a similar level to the reference period, at € -13.3 million. In view of the plans to continue the current research program, a significant year-on-year increase in R&D expenses is expected for 2015 as a whole. As at September 30, 2015, cash and cash equivalents amounted to € 30.5 million and were therefore considerably higher than the previous year’s value as a result of the capital increase carried out in April 2015 (December 31, 2014: € 13.6 million). General conditions Overall economic development Fragile emerging markets hampering global economic growth IMF lowers growth forecast for 2015 to 3.1% In its latest forecast, the International Monetary Fund (IMF) is predicting that the rather sluggish global economic growth so far in 2015 will not pick up in the final months of the year. Growth is now projected to be 3.1% for 2015, which is a downward revision of 0.2 percentage points on the forecast issued in the summer. Hopes for a slight recovery in the global economy are now pinned on 2016, for which the IMF is predicting economic growth of 3.6%, down from 3.8% in the mid-year forecast. This cut to the global economic growth forecast is attributable to increased financial market volatility of late, which has specifically impacted the emerging nations. There has been a marked rise in concern about China’s economy, in particular, but it is also affecting commodity exporting emerging nations such as Brazil and Russia. The drop in oil prices also continues to dampen growth prospects. However, lower commodity prices are providing a boost to the global economy in general, with the USA reporting a considerable increase in its gross domestic product (GDP). Moderate economic growth has also been maintained in Europe. MOLOGEN AG interim report as of September 30, 2015 Interim management report 5 Development of the pharmaceutical and biotechnology industries Global sales increase for drugs still expected to be up to US$ 1.3 trillion in 2018 Oncology is the indication with highest sales worldwide The pharmaceuticals market is recording robust growth. Market research company IMS Institute for Healthcare Informatics (IMS) is predicting that total global expenditure on drugs will rise to around US$ 1.3 trillion by 2018, which is around 30% higher than in 2013. The field of oncology plays a major role. In its World Cancer Report 2014, the World Health Organization (WHO) assumes a sharp increase in new cancer incidences. This number could increase by 40% in the next decade, which means that by 2025, 20 million people could develop cancer each year across the globe. The growth rates in the oncology market are correspondingly high. The market researcher EvaluatePharma is predicting a global market volume of more than US$ 153 billion in this area for 2020. This equates to average annual sales growth of around 11%. Oncology is therefore the therapeutic area with the highest growth rates and, according to the market research company's projections, it will remain the indication with the strongest sales worldwide in the long term, with an expected sales share of around 14% by 2020. Investments of the pharmaceutical industry in innovative cancer therapies therefore remains high. According to the IMS, its share in the total of all product developments is more than 30%. An area that is looking particularly promising is the emerging field of cancer immunotherapies, which have increasingly become the focus of cancer research over the last two to three years. However, despite good prospects, the industry continues to face significant challenges. These include the broadening of market shares for generics, as well as stricter laws and approval regulations. Conditions for market approvals and subsequent market penetration are also becoming complicated in many countries due to health care reforms, which almost always result in cost cutting. New trends can be observed as pharmaceutical companies react to expiring patents and shrinking product pipelines. Companies are developing new business segments and making increased investments in the development of niche products and personalized medicine or intensifying their activities in the area of mergers and collaborations. New opportunities are likewise arising for the biotechnology sector due to increased demand for innovative drugs and treatment methods, above all in the area of oncology. In this context, the business prospects for MOLOGEN can be assessed as very positive in the long term. Business performance Continued focus on conducting clinical trials with MGN1703 Patient recruitment for TEACH successfully completed in September 2015 Patient enrollment for IMPULSE study successfully completed in October 2015 Research and development (R&D) In the first nine months of 2015, MOLOGEN's R&D above all advanced the two clinical studies for its lead product, the immunotherapy MGN1703: the randomized IMPULSE clinical trial for lung cancer and the MOLOGEN AG interim report as of September 30, 2015 Interim management report 6 phase III IMPALA pivotal study in the indication colorectal cancer. The 100th patient was enrolled in the IMPULSE study in October 2015, marking the successful conclusion of patient recruitment for this trial. Furthermore, the Danish Aarhus University Hospital initiated a phase I/IIa clinical trial to treat HIV patients with MGN1703. Patient enrollment was also completed for this study in September 2015. In the first nine months of 2015, research and development results were presented at major international scientific conferences. This included further data on MGN1703 from a safety study conducted in the USA in 2013 and findings on individual patients from the IMPACT clinical study. R&D expenses In the first nine months of 2015, MOLOGEN carried out research and development activities requiring scheduled expenditures and investments in the amount of € 10.4 million (9M 2014: € 10.5 million). The main focuses of activities were the two clinical trials with MGN1703, IMPALA and IMPULSE. R&D expenses in € million 9M 2015 9M 2014 10.4 10.5 MOLOGEN AG interim report as of September 30, 2015 Interim management report 7 Composition of the product pipeline (As of: September 30, 2015) Preclinic Phase I Phase II Phase III / Approval EnanDIM Oncology & Anti-Infectives MGN17031 Other solid tumors MGN17031 Small cell lung cancer MGN17031 Colorectal cancer MGN1331 Leishmaniasis MGN17033 HIV Oncology Infectious diseases Oncology & Infectious diseases MGN1333 Hepatitis B MGN1601 Renal cancer 1 2 MGN14042 Malignant melanoma 3 IND (Investigational New Drug) filed in US; safety trial in US completed in 2014 Collaboration with Max-Delbrueck-Center for Molecular Medicine and Charité Universitaetsmedizin, Berlin Collaboration with University Hospital Aarhus, Denmark Immunotherapy MGN1703 The immunotherapy MGN1703 is MOLOGEN’s most advanced product candidate. The immunomodulator and TLR9 agonist is currently being investigated in the IMPALA, IMPULSE and TEACH clinical studies for the indications colorectal cancer, small cell lung cancer and HIV, respectively. Pivotal study on colorectal cancer (IMPALA) Patient enrollment for the IMPALA study started in September 2014 and continued over the first nine months of 2015. The IMPALA study is an international phase III multicentric, randomized, open-label, two-arm clinical trial. Based on the findings of the subgroup analyses of the preceding phase II IMPACT study, the IMPALA study includes patients with metastatic colorectal cancer in whom a response to first-line chemotherapy treatment has been confirmed with or without biological agents (biologics). The aim of the study is to demonstrate that a “switch maintenance” therapy with the cancer immunotherapy MGN1703 leads to a prolongation of overall survival in patients with metastatic colorectal cancer. The primary endpoint is therefore overall survival. The secondary endpoints include progression-free survival (PFS), toxicity, safety, and quality of life (QoL). Around 540 patients from around 120 centers in eight European countries, including the five largest European pharmaceutical markets, will participate in the study. Patient enrollment is expected to be completed in the second half of 2016. The study will be evaluated once a certain number of specified events have occurred, which is currently estimated to be reached 12 to 18 months after completion of patient recruitment. MOLOGEN AG interim report as of September 30, 2015 Interim management report 8 In November 2015, MOLOGEN presented exploratory immunological data from a preliminary analysis of the IMPALA pivotal study in patients with metastatic colorectal cancer at the 2015 Annual Meeting of the Society for Immunotherapy of Cancer (SITC). The observed activation of the immune system was in line with the findings from previous trials and confirms the mode of action of MGN1703. Lung cancer study (IMPULSE) The enrollment of patients for the IMPULSE study which started in March 2014 also carried on in the reporting period. Patient recruitment for this trial was successfully concluded with the enrollment of the 100th patient in October 2015. The primary endpoint of this IMPULSE study is overall survival. The trial will compare MGN1703 against the best standard of care. The study will include patients who are suffering from an extensive disease stage of small-cell lung cancer (SCLC) and whose tumors have responded to standard first-line therapy with chemotherapeutics. Analysis of the study is planned to start at the end of 2016 so that the results could be reported in the first half of 2017 and presented at the 2017 Annual Meeting of the American Society of Clinical Oncology (ASCO). With this IMPULSE study, MOLOGEN is expanding the scope of the cancer immunotherapy MGN1703 by a further indication for which there is a high unmet medical need. HIV study (TEACH study) In the second quarter of 2015, MOLOGEN began a collaboration with the Danish Aarhus University Hospital to conduct an early-phase study with MGN1703 to treat HIV (Human Immunodeficiency Virus) patients. This is the first time that MGN1703 is being evaluated in patients with diseases other than cancer. The potential range of applications of the product could be expanded as a result. The aim of the TEACH study is to determine whether the immunotherapy with MGN1703 can activate the immune system in HIV patients to enhance killing of the HIV infected cells. Aarhus University Hospital is conducting the trial in two hospital centers in Denmark and has received funding from the American Foundation for AIDS research (amfAR). MOLOGEN will provide the immunotherapy MGN1703. The study commenced in June 2015 with the enrollment of the first patients. Patient recruitment was completed in September 2015, with a total of 16 patients taking part in the study. TEACH (Toll-like receptor 9 enhancement of antiviral immunity in chronic HIV infection) is a non-randomized interventional phase I/IIa trial of MGN1703 in HIV-infected patients. Participants will receive four weeks of MGN1703 therapy (60 mg s.c. twice weekly). During these four weeks, each participant will be closely monitored for the safety and therapeutic effects of the drug. The primary endpoint of the study is the change in proportions of activated natural killer cells in the patients. Secondary study endpoints include, among others, a collection of virological, immunological, pharmacodynamic results in addition to safety data. The results of this trial are expected in the second quarter of 2016. MOLOGEN AG interim report as of September 30, 2015 Interim management report 9 Safety and tolerability study in the USA In March 2015, MOLOGEN presented detailed pharmacokinetic (PK) and pharmacodynamic (PD) data from a phase I study with the cancer immunotherapy MGN1703 in healthy volunteers for the first time within a poster presentation at the 2nd Immunotherapy of Cancer Conference (ITOC-2) in Munich, Germany. The data from this phase I study was shown in comparison to data from two clinical trials with cancer patients. The findings support the dosing regimen of the ongoing studies IMPULSE in small cell lung cancer and IMPALA in colorectal cancer. PK and PD data are important parameters for the administration of drugs as they lead to conclusions on the optimum dosing for the best effect of a drug. The presented data revealed that healthy volunteers and cancer patients showed similar immune activation on treatment with MGN1703. In addition, the data supports the twice-weekly dosing regimen which is used in the current IMPALA, IMPULSE and TEACH studies. In these studies, patients are treated subcutaneously with 60mg MGN1703 twice each week. MGN1703 has an Investigational New Drug (IND) designation from the FDA, which is an essential requirement for conducting clinical trials in the USA. Phase II study for colorectal cancer (IMPACT) IMPACT was a randomized, placebo-controlled, clinical phase II study assessing the efficacy of MGN1703 as a “switch maintenance” therapy after first-line treatment of patients with metastatic colorectal cancer. The study was completed in 2013. In January 2015 at the Gastrointestinal Cancers Symposium in San Francisco, USA, MOLOGEN presented data on overall survival of patient subgroups from the IMPACT study. The results showed that patients who responded to induction therapy may benefit the most from a switch maintenance treatment with MGN1703. These results are reflected in the IMPALA and IMPULSE studies, where "response to induction therapy" is one of the main inclusion criteria. In May 2015, updated data on a subgroup of patients with long-term progression-free survival (PFS) from the IMPACT trial was presented at the 51st Annual Meeting of the American Society of Clinical Oncology (ASCO) in Chicago, USA. These patiens were progession-free at the end of the IMPACT study and since then further treated with MGN1703 within the scope of so called compassionate-use-programmes. Three of those patients were continiously progression-free and under treatment with MGN1703 at the time of evaluation, which was subject of the poster presentation. Updated data on this patient subgroup was also presented at the European Cancer Congress (ECC 2015) in Vienna, Austria, in September 2015. At the time of the evaluation in August 2015, the PFS of this group was between 47 and 55 months. The final results from the IMPACT study are not yet available. Due to a lack of events MOLOGEN no longer expects that the respective analysis can be performed this year. Cancer immunotherapy MGN1601 The active principle of cancer immunotherapy MGN1601 corresponds to a therapeutic vaccination. MOLOGEN AG interim report as of September 30, 2015 Interim management report 10 The clinical ASET study for phase I/II with MGN1601 in renal cancer was successfully concluded in 2013. A continuative study is currently being planned. Cancer immunotherapy MGN1404 MOLOGEN is cooperating with facilities of the Charité-Universitätsmedizin Berlin and the Max Delbrück Center for Molecular Medicine (MDC) Berlin-Buch. As part of the cooperation, Charité is conducting a phase I clinical study to test the safety and tolerability of MGN1404 in the treatment of malignant melanoma. The study started in 2013 and will also gather data on the mechanism of action. A total of nine patients are scheduled to be admitted into the study. Patients are currently still being recruited for the study. Patents In September 2015, MOLOGEN received notification from the United States Patent and Trademark Office (PTO) that it would be granting the patent (Notice of Allowance) for the combination of MGN1703 with a chemotherapeutic agent. In the current ongoing IMPALA study, MGN1703 will initially be administered as a monotherapy and subsequently in combination with a chemotherapeutic agent, as described in the patent. The patent is expected to last longer than the initial patent for MGN1703 (substance patent) and could therefore offer longer exclusive commercialization than the initial patent. Financial performance and financial position R&D expenses of € 10.4 million and EBIT of € -13.3 million are on a par with reference period Average cash utilized per month of € 1.3 million (9M 2014: € 1.4 million per month) Cash and cash equivalents total € 30.5 million (December 31, 2014: € 13.6 million). Overall, the company’s financial performance and financial position developed according to plan. The cash and cash equivalents available on the reporting date cover the short-term financial needs of the company. Results of operations In the first nine months of 2015, MOLOGEN’s revenues were slightly up year on year, at € 0.04 million, but remained at a low level overall (reference period 9M 2014: € 0.01 million). They result from the sale of goods and services in the area of research. Other operating income amounted to € 5 thousand (9M 2014: € 2 thousand). At € 6.4 million, the cost of materials was below the previous year's figure (9M 2014: € 7.1 million) and primarily incurred in connection with the conduction of clinical studies. In particular, this included costs for external services of € 6.2 million (9M 2014: € 6.0 million). Costs for raw materials, supplies and goods totaled € 0.2 million in the reporting period (9M 2014: € 1.0 million). The higher costs in the reference period were mainly attributable to expenses from manufacturing investigational medicinal products. Other operating expenses increased to € 3.0 million (9M 2014: € 2.3 million), which is partly attributable to the increased expenses arising from the company’s patent portfolio, staff recruitment and the cooperation with the Free University of Berlin (FU Berlin) as well as higher legal and consultancy costs. MOLOGEN AG interim report as of September 30, 2015 Interim management report 11 At € 3.8 million, personnel expenses were only slightly down on the previous year’s level (9M 2014: € 3.9 million). When compared with the first nine months of 2014, higher cost of wages and salaries was offset by lower expenses in relation to employee share options being granted. The scheduled depreciation and amortization of assets was on a similar level year on year, at € 0.09 million (9M 2014: € 0.08 million). Finance income decreased to € 2 thousand in the first nine months of 2015 due to the lower interest rates compared with the prior-year period (9M 2014: € 17 thousand). Of the total expenses, € 10.4 million was used for research and development projects (9M 2014: € 10.5 million), which was primarily attributable to expenses incurred in connection with the conduction of IMPALA and IMPULSE clinical trials. At € -13.3 million, EBIT in the first nine months of 2015 was on a par with the same period of the previous year. EBIT in € million 9M 2015 -13.3 9M 2014 -13.3 Net assets and financial situation On March 24, 2015, the Executive Board of MOLOGEN resolved, with the approval of the Supervisory Board, to make partial use of the authorized share capital in accordance with Section 4 Para. 3 of the Articles of Association and to carry out a capital increase with subscription rights for the shareholders. The issue of up to 5,657,875 new shares (equating to 33.33% of the previous share capital) was intended to raise the share capital from € 17.0 million to up to € 22.6 million. The inflow of funds through the capital increase has further strengthened the share capital base and is used to fund the company's research and development programs, especially in relation to the IMPALA and IMPULSE clinical studies and ongoing business operations needed for this purpose. The dividend entitlement of the new shares applies from January 1, 2014. With the Supervisory Board's consent, the Executive Board set the subscription price for new shares at € 5.00 per share on March 30, 2015. MOLOGEN successfully placed new shares in the full amount of 5,657,875 units. The purchase price as part of the private placement was set at € 5.00 per new share and therefore corresponded with the subscription price for existing shareholders. Through the issue of 5,657,875 new no-par bearer shares, the share capital was raised from € 16,973,626 to € 22,631,501. Gross proceeds from the issue totaled around € 28.3 million. The capital increase was recorded in the relevant Commercial Register on April 27, 2015. The balance sheet total has increased to € 32.7 million (December 31, 2014: € 15.1 million). The capital increase and concomitant strengthening of both cash and cash equivalents and the share capital had a MOLOGEN AG interim report as of September 30, 2015 Interim management report 12 notably more positive effect on the balance sheet total than on the cash burn and accumulated deficit, which increased as a result of the net loss for the period. As of September 30, 2015, assets comprised a very high share of cash and cash equivalents amounting to € 30.5 million (31 December 2014: € 13.6 million). The income from the capital increase significantly exceeded cash burn within the scope of operating activities. Including investments and expenses for equity procurement, cash utilization stood at € 11.3 million (9M 2014: € 12.7 million). Cash and cash equivalents in € million 09/30/2015 12/31/2014 30.5 13.6 In the reporting period, MOLOGEN was always in a position to comply with all its financial obligations. The volume of the investments made in the first nine months of 2015 was on a similar level to the scheduled depreciation and amortization in the same period. At € 0.44 million as at September 30, 2015, non-current assets were unchanged from the prior year’s reporting date of December 31, 2014. Equity and liabilities are influenced by the reported equity capital in the amount of € 26.5 million (December 31, 2014: € 13.3 million). Despite this, the equity ratio decreased to 81% (December 31, 2014: 88%). This reduction is as a result of an increase in current liabilities. Equity ratio in % 09/30/2015 12/31/2014 81% 88% As at September 30, 2015, current liabilities amounted to € 6.1 million and were therefore significantly above the level on the prior year’s reporting date (December 31, 2014: € 1.7 million). This increase was attributable to trade payables, especially in relation to clinical trials, as well as all other liabilities. Other financial liabilities amounted to € 25.0 million in total as at September 30, 2015 (December 31, 2014: € 21.8 million) and were essentially due to the conclusion of short-term service contracts for the IMPALA and IMPULSE clinical trials that commenced in fiscal year 2014. The calculation of other financial liabilities was based on the assumed scheduled development of the company's business activities. Liquidity development In the first nine months of 2015, cash and cash equivalents used for operating activities in the amount of € 9.0 million were below the prior year's value (9M 2014: € 11.5 million) and were mostly committed to research and development. The lower outflows from operating activities are accompanied by a significant MOLOGEN AG interim report as of September 30, 2015 Interim management report 13 increase of short-term liabilities of € 2.6 million. This results from a subsequent invoucing of the study centers involved in the clinical trials. Cash flow from operating activity in € million 9M 2015 -9.0 9M 2014 -11.5 Cash flows from investing activities have decreased year on year (9M 2015: € -0.09 million; 9M 2014: € 5.9 million). In the same period of the previous year, fixed-term deposit of € 6.0 million reached maturity. This was reported as a payment under cash flows from investing activities. Due to the capital increase in April 2015 cash flows from financing activities, which equalled € 26.1 million, were also significantly up on the corresponding value in the reference period, which had been influenced by the fund inflows from the cash capital increase carried out in February 2014 (9M 2014: € 14.7 million). Monthly cash consumption (taking into account incoming payments from sales as well as costs of equity procurement) amounted to an average of € 1.3 million per month in the first nine months of 2015 and was therefore slightly lower than the value of € 1.4 million in the same period of the prior year. This is also due to the incease of short-term liabilities compared to the reference period. Average monthly cash consumption in € million 9M 2015 9M 2014 1.3 1.4 Supplementary report Dr. Mariola Söhngen was appointed as Member of the Executive Board and new Chief Executive Officer (CEO) of MOLOGEN AG with effect from November 1, 2015. She is in charge of Strategy, Partnering, Business Development and Research. Dr. Matthias Schroff was the CEO of MOLOGEN up to October 31, 2015 and is a Member of the Executive Board from November 1, 2015. He will be leaving the Executive Board of MOLOGEN with effect from December 31, 2015. MOLOGEN AG interim report as of September 30, 2015 Interim management report 14 Forecast, opportunities and risk report Forecast report The statements made in the management report of the annual financial statements as at December 31, 2014 on the objectives in the areas of research and development, cooperations and partnerships, earnings and liquidity development as well as personnel remain valid (cf. Annual Report 2014, page 36 f.). Opportunities and risks report The opportunities and risks, including their assessment, as presented in the management report of the annual financial statements as at December 31, 2014 are unchanged (cf. Annual Report 2014, pages 39 ff.). MOLOGEN AG interim report as of September 30, 2015 MOLOGEN share 15 THE MOLOGEN SHARE Highly volatile developments shaped the DAX, Germany’s lead index, in the first nine months of 2015. After recording a record high of well over 12,300 points, the index subsequently declined sharply as a result of speculation surrounding a potential interest rate hike in the USA, weaker than expected economic performance in China and the Volkswagen emissions crisis. As at the reporting date of September 30, 2015, the DAX had consequently fluctuated over a broad range between a high of 12,374 points and a low of 9,427 points, closing the third quarter at 9,660 points. The DAX has therefore fallen by 1.5% from the beginning of the year to the end of September 2015. In the first nine months of the current financial year, the two relevant benchmark indices for MOLOGEN AG shares, the DAXsubsector Biotechnology and the DAXsector Pharma & Healthcare, were also characterized by high volatility. However, they were ultimately able to perform better than the DAX. The DAXsubsector Biotechnology recorded growth of approximately 20% in the reporting period, while the DAXsector Pharma & Healthcare increased by around 21%. Although MOLOGEN’s share price performance was negative in the reporting period, this does not reflect the operational developments published in company reports over the course of the year so far. The positive announcements with regard to the progression of studies have not been mirrored in the share performance of the company. After starting the year at € 6.06, the share price trended consistently downward, closing at € 3.99 on September 30, 2015. This equates to a decline of 33% in the first nine months of 2015. During the reporting period, the average daily trading volume of MOLOGEN shares on XETRA was 19,088 units. This is slightly below the corresponding value from the previous year of approximately 20,500 units. As a result of the capital increase carried out in April 2015, the issuance of 5,657,875 new shares raised MOLOGEN AG’s share capital to € 22,631,501. The gross proceeds from the issue of € 28.3 million will above all be used for funding clinical trials with the lead product candidate MGN1703. This has helped attract new, in part international, investors. Since the capital increase, Deutsche Balaton Aktiengesellschaft holds a stake of around 5% in MOLOGEN. The free float remains in the region of 54%. Throughout the reporting period, the company intensively maintained contact with medical professionals as well as national and international investors by attending specialist and capital market conferences in addition to roadshows in the major financial centers of Europe and the USA. MOLOGEN AG interim report as of September 30, 2015 MOLOGEN share 16 Performance of the MOLOGEN share in the first nine months of 2015 MOLOGEN AG DAXsector Pharma & Healthcare DAXsubsector Biotechnology 150% 100% 50% January 2, 2015 September 30, 2015 Key share data (ISIN DE0006637200, Prime Standard) XETRA Number of shares outstanding on September 30 Market capitalization on September 30, (million €) First trading day (€) Last trading day (€) High (€) Low (€) Average daily trading volume (shares) Shareholder structure as of September 30, 2015 (estimates) 9M 2015 9M 2014 22,631,501 16,973,626 161.18 11.79 6.60 13.15 6.60 20,521 90.50 6.06 3.99 7.89 3.95 19,088 MOLOGEN AG interim report as of September 30, 2015 MOLOGEN Interim statement – contents 17 INTERIM STATEMENT AS OF SEPTEMBER 30, 2015 Statement of comprehensive income 18 Statement of financial position 19 Statement of cash flows 20 Statement of changes in equity 21 Condensed notes to the interim financial statements 22 Responsibility statement 29 Financial calendar / imprint 30 MOLOGEN AG interim report as of September 30, 2015 Statement of comprehensive income 18 STATEMENT OF COMPREHENSIVE INCOME (IFRS) EUR‘000 Q1 – Q3 2015 Q1 – Q3 2014 Q3 2015 Q3 2014 Revenues Other operating income Cost of materials Personnel expenses Depreciation and amortization Other operating expenses 0 3 -3,883 -1,158 -35 -1,276 0 0 -3,383 -1,226 -29 -807 39 5 -6,400 -3,775 -87 -3,034 12 2 -7,072 -3,876 -82 -2,321 Profit (loss) from operations -6,349 -5,445 -13,252 -13,337 0 0 0 3 0 2 0 17 -6,349 -5,442 -13,250 -13,320 0 0 0 0 -6,349 -5,442 -13,250 -13,320 Loss carried forward -87,415 -75,035 -84,235 -67,157 Accumulated deficit -93,764 -80,477 -97,485 -80,477 -0.28 - -0.32 - -0.66 - -0.80 - Finance costs Finance income Profit (loss) before taxes Tax result Profit (loss) for the period/ comprehensive income Basic earnings per share (in €) Diluted earnings per share (in €) MOLOGEN AG interim report as of September 30, 2015 Statement of financial position 19 STATEMENT OF FINANCIAL POSITION (IFRS) EUR‘000 30 Sep 2015 31 Dec 2014 Non-current assets 437 440 Intangible assets Property, plant and equipment 187 250 206 234 Current assets 32,246 14,613 Cash and cash equivalents Inventories Other current assets Income tax receivables 30,542 28 1,669 7 13,563 30 1,007 13 Total assets 32,683 15,053 Non-current liabilities 7 8 Deferred income 7 8 Current liabilities 6,136 1,747 Trade payables Other current liabilities and deferred income Liabilities to banks 5,416 703 17 1,315 422 10 26,540 13,298 22,632 101,393 -97,485 16,974 80,559 -84,235 32,683 15,053 ASSETS EQUITY AND LIABILITIES Shareholders’ equity Issued capital Capital reserves Accumulated deficit Total MOLOGEN AG interim report as of September 30, 2015 Statement of cash flows 20 STATEMENT OF CASH FLOWS (IFRS) EUR‘000 Q1 – Q3 2015 Q1 – Q3 2014 -13,250 -13,320 87 401 82 737 -654 4,389 -9,027 -775 1,777 -11,499 -81 -8 -76 -6 0 -89 6,000 5,918 26,095 26,095 14,653 14,653 0 -3 Total changes in cash and cash equivalents 16,979 9,069 Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 13,563 30,542 8,765 17,834 Cash flows from operating activities Loss for the period before taxes Depreciation and amortization of intangible assets and property, plant and equipment Other non-cash expenses and income Change in trade receivables, inventories and other assets Change in trade payables and other liabilities Net cash used in operating activities Cash flows from investing activities Cash payments to acquire property, plant and equipment Cash payments to acquire intangible assets Proceeds from financial investments within the cash management and forecast (fixed-term deposits with a term of more than three months) Net cash used in investing activities Cash flows from financing activities Cash proceeds from issuing shares Net cash used in financing activities Effect of exchange rate changes on cash MOLOGEN AG interim report as of September 30, 2015 Statement of changes in equity 21 STATEMENT OF CHANGES IN EQUITY (IFRS) EUR‘000 except share data As of 31 Dec 2013 Capital increase in exchange for cash contributions Issued Capital Capital Reserves Accumulated Shareholder`s Deficit Equity Number of ordinary shares Share Capital 15,419,512 15,420 66,721 1,541,244 1,541 13,019 14,560 12,870 13 80 93 736 -67,157 14,984 Share options exercised alue of services rendered by employees (according to IFRS 2) Loss for the period As of 30 Sep 2014 16,973,626 16,974 80,556 -13,320 -80,477 736 -13,320 17,053 As of 31 Dec 2014 16,973,626 16,974 80,559 -84,235 13,298 5,657,875 5,658 20,437 Capital increase in exchange for cash contributions Value of services rendered by employees (according to IFRS 2) Loss for the period Rounding difference As of 30 Sep 2015 26,095 -13,250 398 -13,250 -1 -97,485 26,540 398 -1 22,631,501 22,632 101,393 MOLOGEN AG interim report as of September 30, 2015 Notes 22 CONDENSED NOTES for the period from January 1 to September 30, 2015 A. General information on the company Mologen AG (hereinafter: MOLOGEN) is a stock corporation as defined under the law of the Federal Republic of Germany with its headquarters in Berlin (Fabeckstraße 30, 14195 Berlin, Germany). It was founded on January 14, 1998 and is registered in the Commercial Register of the Local Court at BerlinCharlottenburg under the number HRB 65633 B. The shares of the company are listed on the Regulated Market (Prime Standard) at the Frankfurt Stock Exchange under ISIN DE0006637200. The objective of the company is the research, development and marketing of products in the area of molecular medicine. In particular, this encompasses the research and development of biomolecular vaccines, application-related clinical research for biomolecular tumor therapy and somatic gene therapy. The ® ® main focus of research is the MIDGE and dSLlM technologies patented by MOLOGEN. These facilitate the use of DNA as a drug for diseases that were previously untreatable or for which treatment is insufficient. B. General information on the financial statements These condensed interim financial statements of MOLOGEN have not been audited or reviewed. They were prepared in accordance with IFRS as applied as at the reporting date, September 30, 2015, and as adopted by the European Union (EU) and in accordance with the IAS 34 (Interim Financial Reporting), and they should be read together with MOLOGEN’s audited financial statements as at December 31, 2014, which were prepared in accordance with IFRS as adopted by the EU. The accounting and measurement methods continued unchanged from December 31, 2014. No accounting standards that were established for the first time or had been changed for the reporting period had any material effect on MOLOGEN's interim financial statements. The reporting period for these condensed interim financial statements is the period from January 1, 2015 to September 30, 2015. The comparison period for these condensed interim financial statements for statement of cash flows and statement of changes in equity is the period from January 1, 2014 to September 30, 2014. The comparison period for these condensed interim financial statements for the statement of comprehensive income is the period from January 1, 2014, to September 30, 2014 and the period from July 1, 2014, to September 30, 2014. The functional and presentation currency in the financial statements is the euro (€). To improve readability, numbers are rounded and stated in thousands of euros (€ ‘000), unless otherwise specified. MOLOGEN still does not prepare segment reporting. In relation to this, please refer to the explanations presented in the Notes in accordance with IFRS for fiscal year 2014. MOLOGEN AG interim report as of September 30, 2015 Notes 23 C. Selected notes to the statement of financial position as at September 30, 2015 Assets Intangible assets/property, plant and equipment Intangible assets amounting to € 8 thousand (2014: € 7 thousand) and property, plant and equipment totaling € 81 thousand (2014: € 86 thousand) were acquired during the reporting period. No material disposals took place. No evidence exists that would necessitate an unplanned impairment loss. Cash and cash equivalents Cash and cash equivalents consist of cash and bank balances. Current bank balances yield variable rates of interest. Short-term investments always have maturities of up to three months, which are determined depending on the company’s cash needs at the time. They have fixed interest rates. As at the reporting date, the value of cash and short-term investments totaled € 30,542 thousand (December 31, 2014: € 13,563 thousand). This is calculated based on the nominal value of the holdings in euros and the value of an account denominated in a foreign currency as measured at the exchange rate on 9/30/2015. Other current assets and income tax receivables € ‘000 Reimbursements from VAT Income tax receivables Other receivables 30 Sep 2015 31 Dec 2014 184 7 1,485 1,676 116 13 891 1,020 No impairment losses were recorded against other assets during the reporting period or the 2014 financial year. Equity and liabilities Non-current liabilities The amount reported as deferred income of € 7 thousand (December 31, 2014: € 8 thousand) relates to government grants for assets. Current liabilities € ‘000 Trade payables Liabilities from income and church tax Liabilities to banks Other liabilities 30 Sep 2015 31 Dec 2014 5,416 73 17 630 6,136 1,315 161 10 261 1,747 MOLOGEN AG interim report as of September 30, 2015 Notes 24 Shareholders’ equity The composition of shareholders’ equity and the development of its components are presented in the statement of changes in equity. Issued capital MOLOGEN’s share capital of € 22,631,501, which is divided into 22,631,501 no-par bearer shares, each with a notional share of € 1.00 in the share capital, is reported as issued capital. On April 27, 2015, a capital increase against cash contributions was recorded in the Commercial Register relevant to the company. From the authorized capital, a total of 5,657,875 new shares at a price of € 5.00 per new share were placed with existing shareholders by way of indirect subscription rights and with qualified investors as part of an international private placement. Gross proceeds from the issue totaled around € 28.3 million. MOLOGEN’s share capital increased by € 5,657,875 from € 16,973,626 to € 22,631,501. Authorized and conditional capital The resolutions adopted by the Annual General Meeting on July 29, 2015 were entered in the Commercial Register relevant to the company on September 28, 2015. The following changes took place in the authorized and conditional capital: The company had the following authorized and conditional capital as at September 30, 2015: € Authorized capital 30 Sep 31 Dec 2015 2014 Change 11,315,750 8,486,813 2,828,937 Conditional capital 2009 0 134,861 -134,861 Conditional capital 2010 610,151 610,151 0 Conditional capital 2011 238,393 238,393 0 Conditional capital 2012 209,234 209,234 0 Conditional capital 2013 328,672 328,672 0 Conditional capital 2014-1 6,789,451 6,789,451 0 Conditional capital 2014-2 176,051 176,051 0 Conditional capital 2015 700,649 0 700,649 Capital reserves Costs for equity procurement in the amount of € 2,195 thousand were incurred during the reporting period (Q1 to Q3 2014: € 1,161 thousand). In accordance with IAS 32.37, these costs were netted against capital reserves. In the period under review, the application of IFRS 2 (Share-based Payment) resulted in additions to capital reserves in the amount of € 398 thousand (Q1 2014: € 736 thousand). MOLOGEN AG interim report as of September 30, 2015 Notes 25 € ‘000 Capital reserves Employee compensation in equity instruments Costs of equity procurement 30 Sep 2015 31 Dec 2014 103,010 6,771 -8,388 101,393 80,379 6,373 -6,193 80,559 D. Selected notes to the statement of comprehensive income Cost of materials € ‘000 Costs for raw materials, supplies and goods Costs for external services Q1 – Q3 2015 Q1 – Q3 2014 Q3 2015 Q3 2014 158 1,041 45 61 6,242 6,400 6,031 7,072 3,838 3,883 3,322 3,383 The reduction in the cost of materials is due to one-off effects in the reference period. In the same period of the previous year, raw materials were purchased for manufacturing investigational medicinal products. No equivalent costs for the procurement of raw materials were incurred in the reporting period. Personnel expenses € ‘000 Wages and salaries Social insurance contributions Stock options granted (according to IFRS 2) Q1 – Q3 2015 Q1 – Q3 2014 Q3 2015 Q3 2014 3,009 368 2,784 356 937 124 863 125 398 3,775 736 3,876 97 1,158 238 1,226 The reduction in personnel costs compared with the same period of the previous year is essentially attributable to a decline in non-cash personnel expenses from granted share options. The increase in the number of employees resulted in higher personnel expenses in relation to salaries, wages and social security contributions affecting cash than in the reference period. Research and development (R&D) The resources available to the company are primarily used directly on research and development projects. As in the same period of the previous year, no development costs subject to mandatory capitalization as defined in IAS 38 were incurred. € million R&D expenses Q1 – Q3 2015 Q1 – Q3 2014 Q3 2015 Q3 2014 10.4 10.5 5.2 4.6 MOLOGEN AG interim report as of September 30, 2015 Notes 26 Earnings per Share (EPS) Basic earnings per share is calculated by dividing the total comprehensive income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share is calculated by dividing the total comprehensive income attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would arise from the conversion of all dilutive potential ordinary shares into ordinary shares. Earnings attributable to ordinary shareholders in the company (€ ‘000) Weighted average number of ordinary shares for calculating basic earnings per share (thousands) Dilution effect from the issuance of stock options (thousands) Weighted average number of ordinary shares including dilution effect (thousands) Basic EPS in € Diluted EPS in € Q1 – Q3 2015 Q1 – Q3 2014 Q3 2015 Q3 2014 -13,250 -13,320 -6,349 -5,442 20,207 16,734 22,632 16,974 0 0 0 0 20,207 -0.66 – 16,734 -0.80 – 22,632 -0.28 – 16,974 -0.32 – E. Notes to the statement of cash flows The statement of cash flows shows how MOLOGEN’s cash and cash equivalents changed during the reporting period through cash inflows and outflows. In accordance with IAS 7, distinctions are made between cash flows from operating, investing and financing activities. Income taxes in the amount of € 1 thousand were paid during the reporting period (Q1 to Q3 2014: € 5 thousand). MOLOGEN received a total income tax refund of € 7 thousand in the reporting period (Q1 to Q3 2014: € 0 thousand). Cash flows from operating activities include interest income affecting cash flow in the amount of € 2 thousand (Q1 to Q3 2014: € 20 thousand). No interest was paid during the period under review (Q1 to Q3 2014: € 0 thousand). MOLOGEN AG interim report as of September 30, 2015 Notes 27 F. Notes on the employee participation programs and changes to evaluations The company has set up several share-based employee participation programs. Further comments on the employee participation programs are available in the Annual Report 2014 (Section F of the Notes to the IFRS annual financial statements). In the reporting period, stock options were issued under the stock option program for 2014. The company analyzed past staff turnover in connection with a review of service conditions for employees in the third quarter of 2015. This established a discount for staff turnover of 11%. The same analytical process was carried out in the past but did not require application of a discount. In contrast to stock options issued in the past, the discount for staff turnover of 11% since issue was taken into account in the calculation of personnel expenses resulting from the employee stock options issued under the stock option program for 2014 in the third quarter of 2015. The reported cumulative personnel expenses resulting from stock options issued in the past were reviewed accordingly (AOP 2011, AOP 2012, AOP 2013). No restatement was required here, as the actual staff turnover up to the end of the third quarter of 2015 was taken into account accordingly. The following table shows the number and weighted average exercise price (WAEP) as well as the development of the stock options during the reporting period. WAEP per option in € As at 1 Jan 2015 (1) Granted Forfeited Exercised Expired As at 30 Sep 2015 (2) Exercisable as at Sept. 30, 2015 1 9.45 4.99 10.29 9.04 8.50 Number of stock options (units) 1,137,408 105,608 33,320 1,209,696 760,514 The weighted average fair value of the stock options granted in the financial year amounted to € 1.67 per option (Q1 – Q3 2014: € 3.79). (2) This only takes into account whether the vesting period of the stock options has already expired. All other contractual conditions, such as fulfillment of the performance targets, are disregarded. The weighted average remaining contractual duration of the stock options outstanding as at September 30, 2015 is 3.35 years. The exercise prices for the options outstanding at the end of the reporting period range between € 4.99 and € 13.91. MOLOGEN AG interim report as of September 30, 2015 Notes 28 G. Other financial liabilities and contingent liabilities € ‘000 Current Financial liabilities from lease agreements Other financial liabilities Non-current 113 11,162 0 13,736 Total 113 25,011 There were no contingent liabilities as defined in IAS 37 as of September 30, 2015. H. Notes on the type and management of financial risks Information on the risks arising from financial instruments and on financial risk management is available in Section H of the notes in the 2014 Annual Report. No additional risks have been added to those described there. I. Information on affiliated persons Directors’ dealings The following securities transactions subject to disclosure requirements were reported to the company by management personnel in accordance with Section 15 a of the Securities Trading Act (Wertpapierhandelsgesetz; WpHG) during the reporting period: Name, position Susanne Klimek, Supervisory Board member Dr. Stefan Manth, Supervisory Board member Dr. Matthias Schroff, Executive Board member Jörg Petraß, Executive Board member Dr. Alfredo Zurlo, Executive Board member Susanne Klimek, Supervisory Board member 1 Date 27 Apr 2015 27 Apr 2015 27 Apr 2015 27 Apr 2015 27 Apr 2015 20 Apr 2015 Transaction Number of shares Purchase 333 Purchase 810 Purchase 5,400 Purchase 5,400 Purchase 4,000 Purchase Price (€) Amount traded (€) Trading center over-thecounter over-thecounter over-thecounter over-thecounter over-thecounter XETRA 1 5.00 1,665.00 1 5.00 4,050.00 1 5.00 27,000.00 1 5.00 27,000.00 1 5.00 20,000.00 667 5.05 3,368.35 Explanation for publication: purchase through exercise of subscription rights; capital increase recorded on April 27, 2015 MOLOGEN AG interim report as of September 30, 2015 Notes 29 J. Other information Information on significant events after the reporting date of September 30, 2015 Dr. Mariola Söhngen was appointed as Member of the Executive Board and new Chief Executive Officer (CEO) of MOLOGEN AG with effect from November 1, 2015. She will be in charge of Research, Business Development, Strategy and Partnering. Dr. Matthias Schroff was the CEO of MOLOGEN up to October 31, 2015 and is a Member of the Executive Board from November 1, 2015. He will be leaving the Executive Board of MOLOGEN with effect from December 31, 2015. Approval of the financial statements The financial statements were approved by the Executive Board and released for publication on November 11, 2015. Berlin, November 11, 2015 Executive Board of MOLOGEN AG Dr. Mariola Söhngen: Dr. Matthias Schroff Dr. Alfredo Zurlo Jörg Petraß MOLOGEN AG interim report as of September 30, 2015 Financial calendar / imprint 30 FINANCIAL CALENDAR 2016 March 22, 2016 Annual Financial Statements and Annual Report 2015 May 12, 2016 Quarterly Report as of 31 March 2016 August 11, 2016 Half-Year Report as of 30 June 2016 November 10, 2016 Quarterly Report as of 30 September 2016 FOR FURTHER INFORMATION PLEASE CONTACT Investor Relations & Corporate Communications Phone +49 (0)30 841788-38 [email protected] www.mologen.com DISCLAIMER This information contains forward-looking statements based on current assumptions and estimates by the company management of MOLOGEN AG. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, and similar formulations. These statements are not to be understood as in any way guaranteeing that these expectations will turn out to be accurate. Future performance and the results achieved by MOLOGEN AG depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors, such as the future economic environment and the behavior of competitors and others involved in the marketplace, are outside the control of MOLOGEN AG and cannot be accurately estimated in advance. MOLOGEN neither plans nor undertakes to update any forward-looking statements. IMPRINT Publisher MOLOGEN AG Fabeckstrasse 30 D-14195 Berlin Tel.: +49-30-84 17 88-0 Fax: +49-30-84 17 88-50