BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2016
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2016
TABLE OF CONTENTS
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
FINANCIAL POSITION
(UNAUDITED)
| | December 31, | | | September 30, | |
| | 2015 | | | 2016 | |
| | in USD thousands | |
Assets | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | | 5,544 | | | | 4,014 | |
Short-term bank deposits | | | 42,119 | | | | 34,894 | |
Prepaid expenses | | | 229 | | | | 203 | |
Other receivables | | | 291 | | | | 303 | |
Total current assets | | | 48,183 | | | | 39,414 | |
| | | | | | | | |
NON-CURRENT ASSETS | | | | | | | | |
Long-term prepaid expenses | | | 58 | | | | 54 | |
Property and equipment, net | | | 2,909 | | | | 2,654 | |
Intangible assets, net | | | 152 | | | | 155 | |
Total non-current assets | | | 3,119 | | | | 2,863 | |
Total assets | | | 51,302 | | | | 42,277 | |
| | | | | | | | |
Liabilities and equity | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Current maturities of long-term bank loan | | | 93 | | | | 93 | |
Accounts payable and accruals: | | | | | | | | |
Trade | | | 1,910 | | | | 2,274 | |
Other | | | 1,137 | | | | 1,000 | |
Total current liabilities | | | 3,140 | | | | 3,367 | |
NON-CURRENT LIABILITIES | | | | | | | | |
Long-term bank loan, net of current maturities | | | 344 | | | | 272 | |
Warrants | | | 208 | | | | 29 | |
Total non-current liabilities | | | 552 | | | | 301 | |
COMMITMENTS AND CONTINGENT LIABILITIES | | | | | | | | |
Total liabilities | | | 3,692 | | | | 3,668 | |
| | | | | | | | |
EQUITY | | | | | | | | |
Ordinary shares | | | 1,455 | | | | 1,460 | |
Share premium | | | 196,201 | | | | 198,380 | |
Other comprehensive loss | | | (1,416 | ) | | | (1,416 | ) |
Capital reserve | | | 10,735 | | | | 11,106 | |
Accumulated deficit | | | (159,365 | ) | | | (170,921 | ) |
Total equity | | | 47,610 | | | | 38,609 | |
Total liabilities and equity | | | 51,302 | | | | 42,277 | |
The accompanying notes are an integral part of these condensed financial statements.
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
COMPREHENSIVE LOSS
(UNAUDITED)
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2015 | | | 2016 | | | 2015 | | | 2016 | |
| | in USD thousands | | | in USD thousands | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | | | (2,576 | ) | | | (2,954 | ) | | | (8,678 | ) | | | (8,233 | ) |
SALES AND MARKETING EXPENSES | | | (265 | ) | | | (409 | ) | | | (824 | ) | | | (928 | ) |
GENERAL AND ADMINISTRATIVE EXPENSES | | | (762 | ) | | | (1,125 | ) | | | (2,594 | ) | | | (2,968 | ) |
OPERATING LOSS | | | (3,603 | ) | | | (4,488 | ) | | | (12,096 | ) | | | (12,129 | ) |
NON-OPERATING INCOME (EXPENSES), NET | | | 1,983 | | | | (14 | ) | | | 1,096 | | | | 182 | |
FINANCIAL INCOME | | | 85 | | | | 172 | | | | 363 | | | | 403 | |
FINANCIAL EXPENSES | | | (91 | ) | | | (4 | ) | | | (111 | ) | | | (12 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS AND COMPREHENSIVE LOSS | | | (1,626 | ) | | | (4,334 | ) | | | (10,748 | ) | | | (11,556 | ) |
| | in USD | | | in USD | |
LOSS PER ORDINARY SHARE - BASIC AND DILUTED | | | (0.03 | ) | | | (0.08 | ) | | | (0.21 | ) | | | (0.21 | ) |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE | | | 54,632,788 | | | | 56,426,202 | | | | 50,306,892 | | | | 55,912,486 | |
The accompanying notes are an integral part of these condensed financial statements.
BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS
OF CHANGES IN EQUITY
(UNAUDITED)
| | | | | | | | Other comprehensive loss | | | | | | | | | | |
| | in USD thousands | |
BALANCE AT JANUARY 1, 2015 | | | 1,055 | | | | 167,331 | | | | (1,416 | ) | | | 9,800 | | | | (144,965 | ) | | | 31,805 | |
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2015: | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of share capital, net | | | 395 | | | | 28,449 | | | | - | | | | - | | | | - | | | | 28,844 | |
Employee stock options forfeited and expired | | | | | | | 170 | | | | | | | | (170 | ) | | | | | | | - | |
Share-based compensation | | | - | | | | - | | | | - | | | | 770 | | | | - | | | | 770 | |
Comprehensive loss for the period | | | | | | | | | | | - | | | | - | | | | (10,748 | ) | | | (10,748 | ) |
BALANCE AT SEPTEMBER 30, 2015 | | | | | | | | | | | (1,416 | ) | | | | | | | (155,713 | ) | | | | |
| | | | | | | | Other comprehensive loss | | | | | | | | | | |
| | in USD thousands | |
BALANCE AT JANUARY 1, 2016 | | | 1,455 | | | | 196,201 | | | | (1,416 | ) | | | 10,735 | | | | (159,365 | ) | | | 47,610 | |
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2016: | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of share capital, net | | | 4 | | | | 1,591 | | | | - | | | | - | | | | - | | | | 1,595 | |
Employee stock options exercised | | | 1 | | | | 128 | | | | - | | | | (128 | ) | | | - | | | | 1 | |
Employee stock options forfeited and expired | | | - | | | | 460 | | | | - | | | | (460 | ) | | | - | | | | - | |
Share-based compensation | | | - | | | | - | | | | - | | | | 959 | | | | - | | | | 959 | |
Comprehensive loss for the period | | | | | | | | | | | - | | | | | | | | (11,556 | ) | | | (11,556 | ) |
BALANCE AT SEPTEMBER 30, 2016 | | | | | | | | | | | (1,416 | ) | | | | | | | (170,921 | ) | | | | |
The accompanying notes are an integral part of these condensed financial statements.
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM CASH
FLOW STATEMENTS
(UNAUDITED)
| | Nine months ended September 30, | |
| | 2015 | | | 2016 | |
| | in USD thousands | |
| | | | | | |
CASH FLOWS - OPERATING ACTIVITIES | | | | | | |
Comprehensive loss for the period | | | (10,748 | ) | | | (11,556 | ) |
Adjustments required to reflect net cash used in operating activities (see appendix below) | | | (232 | ) | | | 1,128 | |
Net cash used in operating activities | | | (10,980 | ) | | | (10,428 | ) |
| | | | | | | | |
CASH FLOWS - INVESTING ACTIVITIES | | | | | | | | |
Investments in short-term deposits | | | (51,262 | ) | | | (28,978 | ) |
Maturities of short-term deposits | | | 34,878 | | | | 36,480 | |
Maturities of restricted deposits | | | 166 | | | | - | |
Purchase of property and equipment | | | (2,466 | ) | | | (164 | ) |
Purchase of intangible assets | | | (22 | ) | | | (24 | ) |
Net cash provided by (used in) investing activities | | | (18,706 | ) | | | 7,314 | |
| | | | | | | | |
CASH FLOWS - FINANCING ACTIVITIES | | | | | | | | |
Issuances of share capital, net | | | 28,844 | | | | 1,595 | |
Proceeds of bank loan | | | 467 | | | | - | |
Repayments of bank loan | | | (8 | ) | | | (72 | ) |
Proceeds from exercise of employee stock options | | | - | | | | 1 | |
Net cash provided by financing activities | | | 29,303 | | | | 1,524 | |
| | | | | | | | |
DECREASE IN CASH AND CASH EQUIVALENTS | | | (383 | ) | | | (1,590 | ) |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | | | 5,790 | | | | 5,544 | |
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | | | (87 | ) | | | 60 | |
CASH AND CASH EQUIVALENTS - END OF PERIOD | | | 5,320 | | | | 4,014 | |
The accompanying notes are an integral part of the financial statements.
BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
| | Nine months ended September 30, | |
| | 2015 | | | 2016 | |
| | in USD thousands | |
| | | | | | |
Adjustments required to reflect net cash used in operating activities: | | | | | | |
| | | | | | |
Income and expenses not involving cash flows: | | | | | | |
Depreciation and amortization | | | 322 | | | | 368 | |
Long-term prepaid expenses | | | (7 | ) | | | 4 | |
Interest and exchange rate differences on short-term deposits | | | (113 | ) | | | (277 | ) |
Share-based compensation | | | 770 | | | | 959 | |
Exchange differences on cash and cash equivalents | | | 87 | | | | (60 | ) |
Gain on adjustment of warrants to fair value | | | (1,096 | ) | | | (179 | ) |
| | | (37 | ) | | | 815 | |
| | | | | | | | |
Changes in operating asset and liability items: | | | | | | | | |
Decrease (Increase) in prepaid expenses and other receivables | | | (700 | ) | | | 14 | |
Increase in accounts payable and accruals | | | 505 | | | | 299 | |
| | | (195 | ) | | | 313 | |
| | | (232 | ) | | | 1,128 | |
| | | | | | | | |
Supplementary information on investing activities not involving cash flows: | | | | | | | | |
Property and equipment acquired on supplier trade credit | | | 228 | | | | - | |
| | | | | | | | |
Supplementary information on interest received in cash | | | 105 | | | | 310 | |
The accompanying notes are an integral part of the financial statements.
NOTE 1 – GENERAL INFORMATION
BioLineRx Ltd. (“BioLineRx”), headquartered in Modi’in, Israel, was incorporated and commenced operations in April 2003. Since incorporation, BioLineRx and its consolidated entities (collectively, the “Company”) have been engaged in the development of therapeutics, from pre-clinical development to advanced clinical trials, for a wide range of medical needs.
In February 2007, BioLineRx listed its ordinary shares on the Tel Aviv Stock Exchange (“TASE”) and they have been traded on the TASE since that time. Since July 2011, BioLineRx’s American Depositary Shares (“ADSs”) have also been traded on the NASDAQ Capital Market.
The Company has been engaged in drug development since its incorporation. Although the Company has generated significant revenues from a number of out-licensing transactions, the Company cannot determine with reasonable certainty when and if it will have sustainable profits.
| b. | Approval of financial statements |
The condensed consolidated interim financial statements of the Company as of September 30, 2016, and for the three and nine months then ended, were approved by the Board of Directors on November 22, 2016, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.
NOTE 2 – BASIS OF PREPARATION
The Company’s condensed consolidated interim financial statements as of September 30, 2016 and for the three and nine months then ended (the “interim financial statements”) have been prepared in accordance with International Accounting Standard No. 34, “Interim Financial Reporting” (“IAS 34”). These interim financial statements, which are unaudited, do not include all disclosures necessary for a fair statement of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2015 and for the year then ended and their accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
The accounting policies and calculation methods applied in the preparation of the interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2015 and for the year then ended.
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 – ISSUANCES OF SHARE CAPITAL
| a. | Underwritten public offerings of American Depositary Shares |
In March 2015, the Company completed an underwritten public offering of 14,375,000 ADSs at a public offering price of $2.00 per ADS. The offering raised a total of $28.8 million, with net proceeds of approximately $26.5 million, after deducting fees and expenses.
| b. | Share purchase agreement with Lincoln Park Capital |
In May 2014, BioLineRx and Lincoln Park Capital Fund (“LPC”), entered into a $20 million, 36-month purchase agreement, whereby LPC agreed to purchase, from time to time, up to $20 million of BioLineRx’s ADSs, subject to certain limitations, during the 36-month term of the purchase agreement.
During the nine months ended September 30, 2016, BioLineRx sold a total of 1,550,853 ADSs to LPC for aggregate gross proceeds of $1,627,000. In connection with these issuances, a total of 38,772 ADSs was issued to LPC as a commitment fee and a total of $33,000 was paid to Oberon Securities as a finder’s fee. On a cumulative basis, from the effective date of the purchase agreement through the approval date of these financial statements, BioLineRx has sold a total of 2,843,454 ADSs to LPC for aggregate gross proceeds of $4,870,000. In connection with these issuances, a total of 85,642 ADSs was issued to LPC as a commitment fee and a total of $97,000 was paid to Oberon Securities as a finder’s fee.
NOTE 5 – SHAREHOLDERS’ EQUITY
As of December 31, 2015 and September 30, 2016, share capital is composed of ordinary shares, as follows:
| | Number of ordinary shares | |
| | December 31, | | | September 30, | |
| | 2015 | | | 2016 | |
| | | | | | |
Authorized share capital | | | 150,000,000 | | | | 150,000,000 | |
| | | | | | | | |
Issued and paid-up share capital | | | 54,818,057 | | | | 56,432,589 | |
| | In USD and NIS | |
| | December 31, | | | September 30, | |
| | 2015 | | | 2016 | |
| | | | | | |
Authorized share capital (in NIS) | | | 15,000,000 | | | | 15,000,000 | |
| | | | | | | | |
Issued and paid-up share capital (in NIS) | | | 5,481,806 | | | | 5,643,259 | |
| | | | | | | | |
Issued and paid-up share capital (in USD) | | | 1,455,159 | | | | 1,459,464 | |