Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 27, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36294 | |
Entity Registrant Name | uniQure N.V. | |
Entity Incorporation, State or Country Code | P7 | |
Entity Address, Address Line One | Paasheuvelweg 25 | |
Entity Address, City or Town | 1105 BP Amsterdam | |
Entity Address, Country | NL | |
City Area Code | 31 | |
Local Phone Number | 20-240-6000 | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | QURE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,312,658 | |
Entity Central Index Key | 0001590560 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 342,029 | $ 377,793 |
Accounts receivable and accrued income from related party | 258 | 947 |
Prepaid expenses | 5,738 | 4,718 |
Other current assets | 1,576 | 748 |
Total current assets | 349,601 | 384,206 |
Non-current assets | ||
Property, plant and equipment, net of accumulated depreciation of $29.8 million as of March 31, 2020 and $28.6 million as of December 31, 2019 respectively | 27,736 | 28,771 |
Operating lease right-of-use assets | 26,288 | 26,797 |
Intangible assets, net | 7,211 | 5,427 |
Goodwill | 486 | 496 |
Restricted cash | 2,921 | 2,933 |
Total non-current assets | 64,642 | 64,424 |
Total assets | 414,243 | 448,630 |
Current liabilities | ||
Accounts payable | 4,989 | 5,681 |
Accrued expenses and other current liabilities | 9,507 | 12,457 |
Current portion of operating lease liabilities | 5,900 | 5,865 |
Current portion of deferred revenue | 6,732 | 7,627 |
Total current liabilities | 27,128 | 31,630 |
Non-current liabilities | ||
Long-term debt | 36,209 | 36,062 |
Operating lease liabilities, net of current portion | 30,518 | 31,133 |
Deferred revenue, net of current portion | 23,713 | 23,138 |
Derivative financial instruments related party | 1,004 | 3,075 |
Other non-current liabilities | 524 | 534 |
Total non-current liabilities | 91,968 | 93,942 |
Total liabilities | 119,096 | 125,572 |
Commitments and contingencies | ||
Shareholders' equity | ||
Ordinary shares, 0.05 par value: 60,000,000 shares authorized at March 31, 2020 and December 31, 2019 and 44,299,596 and 43,711,954 ordinary shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively. | 2,683 | 2,651 |
Additional paid-in-capital | 992,136 | 986,803 |
Accumulated other comprehensive loss | (11,966) | (6,689) |
Accumulated deficit | (687,706) | (659,707) |
Total shareholders' equity | 295,147 | 323,058 |
Total liabilities and shareholders' equity | $ 414,243 | $ 448,630 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Mar. 31, 2020USD ($)shares | Mar. 31, 2020€ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019€ / shares |
CONSOLIDATED BALANCE SHEETS | ||||
Accumulated depreciation | $ | $ 29.8 | $ 28.6 | ||
Ordinary shares, par value (in euros per share) | € / shares | € 0.05 | € 0.05 | ||
Ordinary shares, authorized | 60,000,000 | 60,000,000 | ||
Ordinary shares, issued | 44,299,596 | 43,711,954 | ||
Ordinary shares, outstanding | 44,299,596 | 43,711,954 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenues | $ 104 | $ 1,136 |
Operating expenses: | ||
Research and development expenses | (26,013) | (20,537) |
Selling, general and administrative expenses | (9,072) | (8,067) |
Total operating expenses | (35,085) | (28,604) |
Other income | 857 | 313 |
Other expense | (339) | (349) |
Loss from operations | (34,463) | (27,504) |
Interest income | 822 | 442 |
Interest expense | (975) | (957) |
Foreign currency (losses) / gains, net | 4,602 | 2,274 |
Other non-operating (losses) / gains, net | 2,015 | (2,027) |
Net loss | (27,999) | (27,772) |
Other comprehensive (loss) / income: | ||
Foreign currency translation adjustments net of tax impact of nil for the year ended December 31, 2019 (2018: $(0.2) million and 2017: $0.2 million) | (5,277) | 2,468 |
Total comprehensive loss | $ (33,276) | $ (25,304) |
Basic and diluted net loss per ordinary share | $ (0.63) | $ (0.74) |
Weighted average shares used in computing basic and diluted net loss per ordinary share | 44,279,456 | 37,676,172 |
License revenues from related party | ||
Total revenues | $ 47 | $ 557 |
Collaboration revenues from related party | ||
Total revenues | $ 57 | $ 579 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive (loss)/income | Accumulated deficit | Total |
Beginning balance at Dec. 31, 2018 | $ 2,299 | $ 720,072 | $ (7,259) | $ (535,506) | $ 179,606 |
Beginning balance (in shares) at Dec. 31, 2018 | 37,351,653 | ||||
Increase (decrease) in shareholders' equity | |||||
Loss for the period | (27,772) | (27,772) | |||
Other comprehensive income (loss) | (2,468) | (2,468) | |||
Hercules warrants exercise | $ 2 | 1,271 | 1,273 | ||
Hercules warrants exercise (in shares) | 37,175 | ||||
Exercise of share options | $ 10 | 2,088 | 2,098 | ||
Exercise of share options (in shares) | 183,807 | ||||
Restricted and performance share units distributed during the period | $ 11 | (11) | |||
Restricted and performance share units distributed during the period (in shares) | 188,081 | ||||
Share-based compensation expense | 4,294 | 4,294 | |||
Issuance of ordinary shares relating to employee stock purchase plan | 81 | 81 | |||
Issuance of ordinary shares relating to employee stock purchase plan (in shares) | 3,126 | ||||
Ending balance at Mar. 31, 2019 | $ 2,322 | 727,795 | (9,727) | (563,278) | 157,112 |
Ending balance (in shares) at Mar. 31, 2019 | 37,763,842 | ||||
Beginning balance at Dec. 31, 2019 | $ 2,651 | 986,803 | (6,689) | (659,707) | $ 323,058 |
Beginning balance (in shares) at Dec. 31, 2019 | 43,711,954 | 43,711,954 | |||
Increase (decrease) in shareholders' equity | |||||
Loss for the period | (27,999) | $ (27,999) | |||
Other comprehensive income (loss) | (5,277) | (5,277) | |||
Exercise of share options | $ 3 | 929 | 932 | ||
Exercise of share options (in shares) | 64,762 | ||||
Restricted and performance share units distributed during the period | $ 29 | (29) | |||
Restricted and performance share units distributed during the period (in shares) | 521,079 | ||||
Share-based compensation expense | 4,355 | 4,355 | |||
Issuance of ordinary shares relating to employee stock purchase plan | 78 | 78 | |||
Issuance of ordinary shares relating to employee stock purchase plan (in shares) | 1,801 | ||||
Ending balance at Mar. 31, 2020 | $ 2,683 | $ 992,136 | $ (11,966) | $ (687,706) | $ 295,147 |
Ending balance (in shares) at Mar. 31, 2020 | 44,299,596 | 44,299,596 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (27,999) | $ (27,772) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,733 | 1,569 |
Share-based compensation expense | 4,355 | 4,294 |
Change in fair value of derivative financial instruments | (2,015) | 2,027 |
Unrealized foreign exchange gains | (4,824) | (1,820) |
Changes in operating assets and liabilities: | ||
Accounts receivable and accrued income, prepaid expenses and other current assets | (1,282) | (2,763) |
Accounts payable | (546) | (246) |
Accrued expenses, other liabilities and operating leases | (2,645) | (1,190) |
Deferred revenue | 270 | (537) |
Net cash used in operating activities | (32,953) | (26,438) |
Cash flows from investing activities | ||
Purchases of intangible assets | (2,213) | (996) |
Purchases of property, plant and equipment | (677) | (234) |
Net cash used in investing activities | (2,890) | (1,230) |
Cash flows from financing activities | ||
Proceeds from issuance of shares related to employee stock option and purchase plans | 1,010 | 2,178 |
Proceeds from exercise of warrants | 500 | |
Net cash generated from financing activities | 1,010 | 2,678 |
Currency effect on cash, cash equivalents and restricted cash | (943) | (635) |
Net increase in cash, cash equivalents and restricted cash | (35,776) | (25,625) |
Cash, cash equivalents and restricted cash at beginning of period | 380,726 | 237,342 |
Cash, cash equivalents and restricted cash at the end of period | 344,950 | 211,717 |
Total cash, cash equivalents and restricted cash | 344,950 | 211,717 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | $ 780 | $ 751 |
General business information
General business information | 3 Months Ended |
Mar. 31, 2020 | |
General business information | |
General business information | 1 uniQure (the “Company”) was incorporated on January 9, 2012 as a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid naamloze vennootschap The Company is registered in the trade register of the Chamber of Commerce ( Kamer van Koophandel The Company’s ordinary shares are listed on the Nasdaq Global Select Market and trade under the symbol “QURE”. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2 2.1 Basis of preparation The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements are presented in U.S. dollars, except where otherwise indicated. Transactions denominated in currencies other than U.S. dollars are presented in the transaction currency with the U.S. dollar amount included in parenthesis, converted at the foreign exchange rate as of the transaction date. 2.2 Unaudited interim financial information The interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the financial position, results of operations and changes in financial position for the period presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The results of operations for the three months ended March 31, 2020, are not necessarily indicative of the results to be expected for the full year ending December 31, 2020 or for any other future year or interim period. The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020 2.3 Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 2.4 Accounting policies The principal accounting policies applied in the preparation of these unaudited consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2019, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020 2.5 Recent accounting pronouncements There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2020, as compared to the recent accounting pronouncements described in Note 2.3.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 |
Collaboration arrangements and
Collaboration arrangements and concentration of credit risk | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration arrangements and concentration of credit risk | |
Collaboration arrangements and concentration of credit risk | 3 Collaboration arrangements and concentration of credit risk BMS collaboration In May 2015, the Company entered into a collaboration and license agreement (the “BMS CLA”) and various related agreements with BMS that provide BMS with exclusive access to the Company’s gene therapy technology platform for the research, development and commercialization of therapeutics aimed at multiple targets in cardiovascular and other diseases (“Collaboration Targets”). The initial four-year research term under the collaboration terminated on May 21, 2019. During the initial research term of the BMS CLA, the Company supported BMS in discovery, non-clinical, analytical and process development efforts in respect of the Collaboration Targets. For any Collaboration Targets that may be advanced, the Company will be responsible for manufacturing of clinical and commercial supplies using the Company’s vector technologies and industrial, proprietary insect-cell based manufacturing platform. BMS reimburses the Company for all its research and development costs in support of the collaboration during the initial research term, and will lead development, regulatory and commercial activities for any Collaboration Targets that may be advanced. The BMS CLA provides that the companies may collaborate on up to ten Collaboration Targets in total. As of March 31, 2020, BMS has designated a total of four Collaboration Targets. In February 2019, BMS requested a one-year extension of the research term. In April 2019, following an assessment of the progress of this collaboration and the Company’s expanding proprietary programs, the Company notified BMS that the Company did not intend to agree to an extension of the research term but rather preferred to restructure or amend the collaboration to reduce or eliminate certain of the Company’s obligations under it. The Company has agreed to certain restrictions on its ability to work independently of the collaboration, either directly or indirectly through any affiliate or third party, on certain programs that would be competitive with the collaboration programs. Accordingly, the Company is currently in discussions with BMS potentially to restructure or amend the BMS CLA and other related agreements following the expiration of the research term. It is currently uncertain whether a change to the BMS CLA will be agreed and, if agreed, what the specific terms of any such change may be. As a consequence, the Company has not taken into account the impact of such change, if any, on the timing of recognition of the prepaid License Revenue if and when the BMS CLA and other related agreements have been restructured or amended. The final resolution of these discussions may or may not result in material changes to the Company’s collaboration with BMS. The Company agreed, subject to certain conditions, to continue providing limited support of the pre-clinical Collaboration Targets, and any related costs will be reimbursed by BMS during these discussions. The Company evaluated the BMS CLA and determined that its performance obligations are as follows: (i) Providing access to its technology and know-how in the field of gene therapy as well as actively contributing to the target selection, the collaboration as a whole, the development during the target selection, the pre-clinical and the clinical phase through participating in joint steering committee and other governing bodies (“License Revenue”); (ii) Providing pre-clinical Collaboration Target specific, non-clinical, analytical and process development services during the initial research term, which ended on May 21, 2019 (“Collaboration Revenue”); and (iii) Providing clinical and commercial manufacturing services for Collaboration Targets (“Manufacturing Revenue”). To date the Company has not generated any Manufacturing Revenue. Amounts owed by BMS in relation the collaboration services are as follows: March 31, December 31, 2020 2019 (in thousands) Bristol Myers Squibb $ 258 $ 947 Total $ 258 $ 947 License Revenue The Company recognized $0.0 million of License Revenue for the three months ended March 31, 2020, compared to $0.6 million during the same period in 2019 in relation to a $60.1 million upfront payment recorded on May 21, 2015, as well as $15.0 million received in relation to the designation of the second, third and fourth Collaboration Targets in August 2015 (together “Consideration”). The Company would be entitled to an aggregate $16.5 million in target designation payments upon the selection of the fifth through tenth Collaboration Targets. The Company would also be eligible to receive research, development and regulatory milestone payments of up to $254.0 million for a lead Collaboration Target and up to $217.0 million for each of the other selected Collaboration Targets, if defined milestones are achieved. The Company would include the variable consideration related to the selection of the fifth to tenth Collaboration Target, or any of the milestones, in the transaction price once it is considered probable that including these payments in the transaction price would not result in the reversal of cumulative revenue recognized. The Company would recognize significant amounts of License Revenue for services performed in prior periods if and when the Company considers this probable. Due to the significant uncertainty surrounding the development of gene-therapy product candidates and the dependence on BMS’s performance and decisions, the Company does not currently consider this probable. Additionally, the Company is eligible to receive net sales-based milestone payments and tiered mid-single to low double-digit royalties on product sales. The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when performance obligations are satisfied. The Company recognizes License Revenue over the expected performance period based on its measure of progress towards the completion of certain activities related to its services. The Company determines such progress by comparing activities performed at the end of each reporting period with total activities expected to be performed. The Company estimates total expected activities using a number of unobservable inputs, such as the probability of BMS designating additional targets, the probability of successfully completing each phase and estimated time required to provide services during the various development stages. If available, the Company uses product candidate-specific research and development plans. Alternatively, the Company assumes that completion of the pre-clinical phase requires an average of four years and that clinical development and commercial launch on average require 8.5 years. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair value measurement | |
Fair value measurement | 4 The Company measures certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. U.S. GAAP requires disclosure of methodologies used in determining the reported fair values, and establishes a hierarchy of inputs used when available. The three levels of the fair value hierarchy are described below: ● Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities in markets that are not active or models for which the inputs are observable, either directly or indirectly. ● Level 3 - Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and are unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amount of cash and cash equivalents, accrued income from the related party, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the Consolidated balance sheets approximate their fair values due to their short-term maturities. The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2020, and December 31, 2019: Quoted prices Significant Significant Total Classification in Consolidated (in thousands) At December 31, 2019 Assets: Cash, cash equivalents and restricted cash $ 380,726 $ — $ — $ 380,726 Cash and cash equivalents; restricted cash Total assets $ 380,726 $ — $ — $ 380,726 Liabilities: Derivative financial instruments - related party — — 3,075 3,075 Total liabilities $ — $ — $ 3,075 $ 3,075 At March 31, 2020 Assets: Cash, cash equivalents and restricted cash $ 344,950 $ — $ — $ 344,950 Cash and cash equivalents; restricted cash Total assets $ 344,950 $ — $ — $ 344,950 Liabilities: Derivative financial instruments - related party $ — $ — $ 1,004 $ 1,004 Total liabilities $ — $ — $ 1,004 $ 1,004 Changes in Level 3 items during the three months ended March 31, 2020, are as follows Derivative financial instruments (in thousands) Balance at December 31, 2019 $ 3,075 Net gains recognized in profit or loss (2,015) Currency translation effects (56) Balance at March 31, 2020 $ 1,004 BMS warrants The Company issued derivative financial instruments related to its collaboration with BMS. The fair value of the BMS derivative financial instruments (“BMS warrants”) as of March 31, 2020, was $1.0 million compared to a fair value of $3.1 million as of December 31, 2019. Changes in the fair value of the BMS warrants are primarily impacted by changes in the Company’s share price, whereby a decrease in share price generally results in a decrease of the fair value. In addition, the Company revised certain unobservable inputs as well as valuation techniques which resulted in a further decrease in fair value of $0.7 million as of March 31, 2020. These BMS warrants are described in more detail below. The Company granted BMS two warrants: ● A warrant allowing BMS to purchase a specific number of the Company’s unregistered ordinary shares such that its ownership will equal 14.9% immediately after such purchase (“1 st warrant”). The 1 st warrant can be exercised on the later of (i) the date on which the Company receives from BMS the Target Designation Fees (as defined in the BMS CLA) associated with the first six new targets (a total of seven Collaboration Targets); and (ii) the date on which BMS designates the sixth new target (the seventh Collaboration Target). ● A warrant allowing BMS to purchase a specific number of the Company’s unregistered ordinary shares such that its ownership will equal 19.9% immediately after such purchase (“2 nd warrant” and together with the 1 st warrant, the “warrants”). The 2 nd warrant can be exercised on the later of (i) the date on which the Company receives from BMS the Target Designation Fees associated with the first nine new targets (a total of ten Collaboration Targets); and (ii) the date on which BMS designates the ninth new target (the tenth Collaboration Target). Pursuant to the terms of the BMS CLA, the exercise price in respect of each warrant is equal to the greater of (i) the product of (A) $33.84, multiplied by (B) a compounded annual growth rate of 10% (or approximately $53.65 as of March 31, 2020) and (ii) the product of (A) 1.10 and (B) the VWAP for the 20 trading days ending on the date that is five As of March 31, 2020, BMS had designated a total of four Collaboration Targets, and as such, the warrants were not exercisable. The Company estimated the exercise of warrants to occur within four The significant unobservable inputs that the Company uses to develop Level 3 fair value measurements include the number of ordinary shares outstanding at the time of BMS’s warrant exercises. The number of such shares outstanding at the time of exercise determines the number of unregistered shares to be issued in connection with the BMS warrants. The warrants can only be exercised following the occurrence of events contractually defined in the warrant agreements. The probability of the occurrence of these events represent another significant unobservable input used in the calculation of the fair value of the warrants. The Company estimates that the probability of the occurrence of events allowing BMS to exercise the 1 st nd st nd |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 6 Accrued expenses and other current liabilities Accrued expenses and other current liabilities include the following items: March 31, December 31, 2020 2019 (in thousands) Accruals for services provided by vendors-not yet billed $ 5,973 $ 5,425 Personnel related accruals and liabilities 3,534 7,032 Total $ 9,507 $ 12,457 |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2020 | |
Long-term debt | |
Long-term debt | 7 Long-term debt On June 14, 2013, the Company entered into a venture debt loan facility with Hercules, which was amended and restated on June 26, 2014, and again on May 6, 2016 (“2016 Amended Facility”). On December 6, 2018, the Company signed an amendment to the Second Amended and Restated Loan and Security Agreement that both refinanced the existing $20 million 2016 Amended Facility and provided an additional commitment of $30 million (of which $15 million is subject to the discretion of Hercules) (the “2018 Amended Facility”). At signing, the Company drew down an additional $15 million for a total of $35 million outstanding. The Company has the right to draw another $15 million through June 30, 2020 subject to the terms of the 2018 Amended Facility. The 2018 Amended Facility extended the loan’s maturity date from May 1, 2020 until June 1, 2023. The interest-only period was initially extended from November 2018 to January 1, 2021. The interest-only period was further extended to January 1, 2022 as a result of meeting the provision in the 2018 Amended Facility of raising more than $90.0 million in equity financing in September 2019. The Company is required to repay the facility in equal monthly installments of principal and interest between the end of the interest-only period and the maturity date. The interest rate continues to be adjustable and is the greater of (i) 8.85% or (ii) 8.85% plus the prime rate less 5.50% per annum. Under the 2018 Amended Facility, the Company paid a facility fee of 0.50% of the $35 million outstanding as of signing and owes a back-end fee of 4.95% of the outstanding debt. In addition, in May 2020 the Company owes a back-end fee of 4.85% of $20 million, which is the amount of debt raised under the 2016 Amended Facility. The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the 2018 Amended Facility was $36.5 million as of March 31, 2020, compared to $36.3 million as of December 31, 2019, and is recorded net of discount and debt issuance costs. The foreign currency loss on the loan in the three months ended March 31, 2020, was $0.7 million compared to a foreign currency loss of $0.7 million during the same period in 2019. Interest expense associated with the 2018 Amended Facility during the three months ended March 31, 2020 was $0.9 million compared to $0.9 million during the same period in 2019. As a covenant in the 2018 Amended Facility, the Company has periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States, equivalent to the lesser of 65% of the outstanding balance of principal due or 100% of worldwide cash and cash equivalents. This restriction on cash and cash equivalents only relates to the location of the cash and cash equivalents, and such cash and cash equivalents can be used at the discretion of the Company. In combination with other covenants, the 2018 Amended Facility restricts the Company’s ability to, among other things, incur future indebtedness and obtain additional debt financing, to make investments in securities or in other companies, to transfer assets, to perform certain corporate changes, to make loans to employees, officers and directors, and to make dividend payments and other distributions. The Company secured the facilities by directly or indirectly pledging its total assets of $414.2 million with the exception of $136.4 million of cash and cash equivalents and other current assets held by uniQure N.V. The 2018 Amended Facility contains provisions that include the occurrence of a material adverse effect, as defined therein, which would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable. As of March 31, 2020, the Company was in compliance with all covenants and provisions. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based compensation | |
Share-based compensation | 8 The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”). At the annual general meeting of shareholders in June 2018, the Company’s shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 3,000,000 to a total of 8,601,471. a) 2014 Plans Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans was as follows: Three months ended March 31, 2020 2019 (in thousands) Research and development $ 2,382 $ 1,980 Selling, general and administrative 1,958 2,298 Total $ 4,340 $ 4,278 Share-based compensation expense recognized by award type was as follows: Three months ended March 31, 2020 2019 (in thousands) Award type Share options $ 2,208 $ 2,076 Restricted share units (“RSUs”) 1,444 930 Performance share units (“PSUs”) 688 1,272 Total $ 4,340 $ 4,278 As of March 31, 2020, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were: Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 28,880 3.10 Restricted share units 16,746 2.40 Performance share units 4,278 1.58 Total $ 49,904 2.73 The Company satisfies the exercise of share options and vesting of RSUs and PSUs through newly issued ordinary shares. Share options The following table summarizes option activity for the three months ended March 31, 2020: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2019 2,683,104 $ 21.29 Granted 393,302 $ 51.81 Forfeited (8,214) $ 40.82 Exercised (64,762) $ 14.38 Outstanding at March 31, 2020 3,003,430 $ 25.38 Thereof, fully vested and exercisable at March 31, 2020 1,528,351 $ 15.75 Thereof, outstanding and expected to vest at March 31, 2020 1,475,079 $ 35.36 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 11.5 Proceeds from option sales during the period (in $ millions) $ 0.9 Share options are priced on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years, the first 25% vests after one year from the grant date and the remainder vests in equal quarterly installments, over years two, three and four. Any options that vest must be exercised by the tenth anniversary of the grant date. The fair value of each option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions: Three months ended March 31, Assumptions 2020 2019 Expected volatility 70% 75% Expected terms 10 years 10 years Risk free interest rate 1.44% 2.80% - 2.87% Expected dividend yield 0% 0% Restricted share units (“RSUs”) The following table summarizes the RSUs activity for the three months ended March 31, 2020: RSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 370,830 $ 28.62 Granted 216,749 $ 51.81 Vested (166,974) $ 18.90 Forfeited (1,535) $ 48.07 Non-vested at March 31, 2020 419,070 $ 44.41 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 11.2 RSUs vest over one Performance share units (“PSUs”) The following table summarizes the PSUs activity for the three months ended March 31, 2020: PSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 479,422 $ 21.17 Granted 91,003 $ 57.56 Vested (354,105) $ 17.44 Non-vested at March 31, 2020 216,320 $ 42.58 Total weighted average grant date fair value of PSUs granted during the period (in $ millions) $ 5.2 In January 2019, the Company awarded PSUs to its executives and other members of senior management. These PSUs were earned as of January 2020 based on the Board’s assessment of the level of achievement of agreed upon performance targets through December 31, 2019. PSUs vest after three years. b) Employee Share Purchase Plan (“ESPP”) In June 2018, the Company’s shareholders adopted and approved an ESPP allowing the Company to issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations. The purchase price of the ordinary shares on each purchase date is equal to 85% of the lower of the closing market price on the offering date or the closing market price on the purchase date of each three-month offering period. During the three months ended March 31, 2020, 1,801 ordinary shares were issued under the ESPP compared to 3,126 during the same period in 2019. As of March 31, 2020, a total of 136,406 ordinary shares remains available for issuance under the ESPP plan compared to a total of 144,283 as of March 31, 2019. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income taxes | |
Income taxes | 9 Income taxes Deferred tax assets and deferred tax liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities, using current statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. |
Basic and diluted earnings per
Basic and diluted earnings per share | 3 Months Ended |
Mar. 31, 2020 | |
Basic and diluted earnings per share | |
Basic and diluted earnings per share | 10 Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding, assuming conversion of all potentially dilutive ordinary shares. As the Company has incurred a loss, all potentially dilutive ordinary shares would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share. The potentially dilutive ordinary shares are summarized below: March 31, 2020 2019 (ordinary shares) BMS warrants 10,262,500 8,830,000 Stock options under 2014 Plans 3,003,430 2,969,444 Non-vested RSUs and earned PSUs 635,390 864,942 Stock options under previous option plan 14,000 14,000 Employee share purchase plan 681 471 Total potential dilutive ordinary shares 13,916,001 12,678,857 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent events | |
Subsequent events | 11 None. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of significant accounting policies | |
Basis of preparation | 2.1 Basis of preparation The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements are presented in U.S. dollars, except where otherwise indicated. Transactions denominated in currencies other than U.S. dollars are presented in the transaction currency with the U.S. dollar amount included in parenthesis, converted at the foreign exchange rate as of the transaction date. |
Use of estimates | 2.3 Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recent accounting pronouncements | 2.5 Recent accounting pronouncements There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2020, as compared to the recent accounting pronouncements described in Note 2.3.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 |
Collaboration arrangements an_2
Collaboration arrangements and concentration of credit risk (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration arrangements and concentration of credit risk | |
Schedule of amounts owed in relation to collaboration | March 31, December 31, 2020 2019 (in thousands) Bristol Myers Squibb $ 258 $ 947 Total $ 258 $ 947 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair value measurement | |
Schedule of assets and liabilities measured at fair value on recurring basis | Quoted prices Significant Significant Total Classification in Consolidated (in thousands) At December 31, 2019 Assets: Cash, cash equivalents and restricted cash $ 380,726 $ — $ — $ 380,726 Cash and cash equivalents; restricted cash Total assets $ 380,726 $ — $ — $ 380,726 Liabilities: Derivative financial instruments - related party — — 3,075 3,075 Total liabilities $ — $ — $ 3,075 $ 3,075 At March 31, 2020 Assets: Cash, cash equivalents and restricted cash $ 344,950 $ — $ — $ 344,950 Cash and cash equivalents; restricted cash Total assets $ 344,950 $ — $ — $ 344,950 Liabilities: Derivative financial instruments - related party $ — $ — $ 1,004 $ 1,004 Total liabilities $ — $ — $ 1,004 $ 1,004 |
Schedule of changes in Level 3 items | Derivative financial instruments (in thousands) Balance at December 31, 2019 $ 3,075 Net gains recognized in profit or loss (2,015) Currency translation effects (56) Balance at March 31, 2020 $ 1,004 |
Right-of-use asset and lease li
Right-of-use asset and lease liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Right-of-use asset and lease liabilities | |
Schedule of lease cost, balance sheet and cash flow information | The components of lease cost were as follows: Three months ended March 31, 2020 2019 (in thousands) Operating lease cost $ 1,290 $ 897 Variable lease cost 145 4 Sublease income (248) (268) Total lease cost $ 1,187 $ 633 The table below presents the lease-related assets and liabilities recorded on the Consolidated balance sheets. March 31, December 31, 2020 2019 (in thousands) Assets Operating lease right-of-use assets $ 26,288 26,797 Liabilities Current Current operating lease liabilities 5,900 5,865 Non-current Non-current operating lease liabilities 30,518 31,133 Total lease liabilities $ 36,418 36,998 Other information The weighted-average remaining lease term as of March 31, 2020 is 10.1 years, compared to 10.3 years as of December 31, 2019 and the weighted-average discount rate as of March 31, 2020 is 11.33%, compared to 11.33% as of December 31, 2019. The Company derived the discount rate, adjusted for differences such as in the term and payment patterns, from the Company’s loan from Hercules Capital which was refinanced immediately prior to the January 1, 2019 adoption date in December 2018. The table below presents supplemental cash flow and non-cash information related to leases. Three months ended March 31, 2020 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 1,424 $ 1,413 Besides the initial recognition of operating right-of-use assets of $19.0 million upon adoption of the new lease standards on January 1, 2019, the Company did not obtain any additional right-of-use assets in exchange for lease obligations in the three months ended March 31, 2020 and March 31, 2019. |
Schedule of undiscounted cash flows and minimum lease payments | Lexington Amsterdam 1) Other 1) Total (in thousands) 2020 (nine months remaining) $ 2,535 $ 1,855 $ 139 $ 4,529 2021 3,455 1,855 139 5,449 2022 3,552 1,855 — 5,407 2023 3,650 1,855 — 5,505 2024 4,146 1,855 — 6,001 Thereafter 20,745 12,833 — 33,578 Total lease payments $ 38,083 $ 22,108 $ 278 $ 60,469 Less: amount of lease payments representing interest payments (14,400) (9,639) (12) (24,051) Present value of lease payments 23,683 12,469 266 36,418 Less: current operating lease liabilities (3,383) (2,319) (198) (5,900) Non-current operating lease liabilities $ 20,300 $ 10,150 $ 68 $ 30,518 ( 1) |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2020 2019 (in thousands) Accruals for services provided by vendors-not yet billed $ 5,973 $ 5,425 Personnel related accruals and liabilities 3,534 7,032 Total $ 9,507 $ 12,457 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based compensation | |
Schedule of share-based compensation expense by classification included in consolidated statements of operations and comprehensive loss | Three months ended March 31, 2020 2019 (in thousands) Research and development $ 2,382 $ 1,980 Selling, general and administrative 1,958 2,298 Total $ 4,340 $ 4,278 |
Schedule of share-based compensation expense | Three months ended March 31, 2020 2019 (in thousands) Award type Share options $ 2,208 $ 2,076 Restricted share units (“RSUs”) 1,444 930 Performance share units (“PSUs”) 688 1,272 Total $ 4,340 $ 4,278 |
Schedule of unrecognized compensation cost related to unvested awards | Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 28,880 3.10 Restricted share units 16,746 2.40 Performance share units 4,278 1.58 Total $ 49,904 2.73 |
Schedule of weighted-average assumptions for fair value of option issued | Three months ended March 31, Assumptions 2020 2019 Expected volatility 70% 75% Expected terms 10 years 10 years Risk free interest rate 1.44% 2.80% - 2.87% Expected dividend yield 0% 0% |
Summary of RSUs activity | RSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 370,830 $ 28.62 Granted 216,749 $ 51.81 Vested (166,974) $ 18.90 Forfeited (1,535) $ 48.07 Non-vested at March 31, 2020 419,070 $ 44.41 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 11.2 |
Summary of PSUs activity | PSU Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2019 479,422 $ 21.17 Granted 91,003 $ 57.56 Vested (354,105) $ 17.44 Non-vested at March 31, 2020 216,320 $ 42.58 Total weighted average grant date fair value of PSUs granted during the period (in $ millions) $ 5.2 |
2014 Plan | |
Share-based compensation | |
Summary of option activity | Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2019 2,683,104 $ 21.29 Granted 393,302 $ 51.81 Forfeited (8,214) $ 40.82 Exercised (64,762) $ 14.38 Outstanding at March 31, 2020 3,003,430 $ 25.38 Thereof, fully vested and exercisable at March 31, 2020 1,528,351 $ 15.75 Thereof, outstanding and expected to vest at March 31, 2020 1,475,079 $ 35.36 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 11.5 Proceeds from option sales during the period (in $ millions) $ 0.9 |
Basic and diluted earnings pe_2
Basic and diluted earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Basic and diluted earnings per share | |
Schedule of potential dilutive common shares | March 31, 2020 2019 (ordinary shares) BMS warrants 10,262,500 8,830,000 Stock options under 2014 Plans 3,003,430 2,969,444 Non-vested RSUs and earned PSUs 635,390 864,942 Stock options under previous option plan 14,000 14,000 Employee share purchase plan 681 471 Total potential dilutive ordinary shares 13,916,001 12,678,857 |
Summary of significant accoun_3
Summary of significant accounting policies - Recently adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use assets | $ 26,288 | $ 26,797 | $ 19,000 | |
Operating lease liability | 36,418 | 36,998 | ||
Revenue | 104 | $ 1,136 | ||
Retained Earnings (Accumulated Deficit) | (687,706) | $ (659,707) | ||
License revenues from related party | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | $ 47 | $ 557 |
Collaboration arrangements an_3
Collaboration arrangements and concentration of credit risk - BMS collaboration - Narrative (Details) $ in Thousands | May 21, 2015USD ($) | Feb. 28, 2019 | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Collaboration arrangements | |||||
Revenue | $ 104 | $ 1,136 | |||
License revenues from related party | |||||
Collaboration arrangements | |||||
Revenue | 47 | 557 | |||
Collaboration revenues from related party | |||||
Collaboration arrangements | |||||
Revenue | 57 | $ 579 | |||
BMS arrangement | |||||
Collaboration arrangements | |||||
Revenue | $ 258 | $ 947 | |||
BMS arrangement | Bristol Myers Squibb | |||||
Collaboration arrangements | |||||
Initial research term | 4 years | ||||
Number of potential targets included in collaborative agreement | item | 10 | ||||
Extension for research term | 1 year | ||||
Number of collaboration targets | item | 4 | ||||
License revenue | Bristol Myers Squibb | |||||
Collaboration arrangements | |||||
Upfront payment recorded | $ 60,100 | ||||
Expected completion of pre-clinical phase | 4 years | ||||
Average period for completion of clinical development and commercial launch | 8 years 6 months | ||||
License revenue | Bristol Myers Squibb | Second, Third, and Fourth Targets Selection | |||||
Collaboration arrangements | |||||
Target designation payment received | $ 15,000 | ||||
License revenue | Bristol Myers Squibb | Fifth through Tenth Targets Selection | |||||
Collaboration arrangements | |||||
Milestone payments to be received upon achievement | $ 16,500 | ||||
License revenue | Bristol Myers Squibb | Lead Collaboration Target | |||||
Collaboration arrangements | |||||
Milestone payments to be received upon achievement | 254,000 | ||||
License revenue | Bristol Myers Squibb | Other Selected Targets | |||||
Collaboration arrangements | |||||
Milestone payments to be received upon achievement | $ 217,000 | ||||
License revenue | License revenues from related party | |||||
Collaboration arrangements | |||||
Royalty term after the first commercial sale | 10 years |
Collaboration arrangements an_4
Collaboration arrangements and concentration of credit risk - Amounts owed by BMS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number of ordinary shares held | 44,299,596 | 43,711,954 | |
Amounts owed in relation to the collaboration services | $ 258 | $ 947 | |
Total revenues | 104 | $ 1,136 | |
BMS arrangement | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | 258 | 947 | |
BMS arrangement | Bristol Myers Squibb | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Amounts owed in relation to the collaboration services | $ 258 | $ 947 |
Fair value measurement - Assets
Fair value measurement - Assets and liabilities measured on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 344,950 | $ 380,726 |
Total assets | 344,950 | 380,726 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities | 1,004 | 3,075 |
Related party | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative financial instruments | 1,004 | 3,075 |
Fair value hierarchy Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 344,950 | 380,726 |
Total assets | 344,950 | 380,726 |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities | 1,004 | 3,075 |
Level 3 | Related party | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative financial instruments | $ 1,004 | $ 3,075 |
Fair value measurement - Change
Fair value measurement - Changes in Level 3 items (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Changes in Level 3 liabilities | |
Beginning Balance | $ 3,100 |
Ending Balance | 1,000 |
Derivative financial instruments | Level 3 | |
Changes in Level 3 liabilities | |
Beginning Balance | 3,075 |
Net losses recognized in profit or loss | (2,015) |
Currency translation effects | 56 |
Ending Balance | $ 1,004 |
Fair value measurement - BMS wa
Fair value measurement - BMS warrants - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)item$ / shares | Dec. 31, 2019USD ($) | Apr. 06, 2015$ / shares | |
Collaboration arrangements | |||
Number of warrant types | 2 | ||
Fair value of derivative financial instruments | $ | $ 1 | $ 3.1 | |
BMS Warrants | |||
Collaboration arrangements | |||
Exercise price in respect of each warrant | $ / shares | $ 53.65 | $ 33.84 | |
Number of trading days used to calculate Volume Weighted Average Price ("VWAP") | 20 days | ||
Number of days prior to purchase or exercise used to calculate Volume Weighted Average Price ("VWAP") | 5 days | ||
Compounded annual growth rate used to determine fair value of exercise price | 10.00% | ||
BMS Warrants | Minimum | |||
Collaboration arrangements | |||
Period in which the exercise of warrants is expected to occur after balance sheet date (in years) | 4 years | ||
BMS Warrants | Maximum | |||
Collaboration arrangements | |||
Period in which the exercise of warrants is expected to occur after balance sheet date (in years) | 6 years | ||
BMS First Warrant | Minimum | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 0.00% | ||
BMS First Warrant | Maximum | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 44.00% | ||
BMS First Warrant | Weighted average input | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 24.00% | ||
BMS Second Warrant | Minimum | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 0.00% | ||
BMS Second Warrant | Maximum | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 11.00% | ||
BMS Second Warrant | Weighted average input | |||
Collaboration arrangements | |||
Probability of the occurrence of events allowing warrant exercises | 5.00% | ||
uniQure N.V. | Bristol Myers Squibb | First Six New Targets Or Designation Of Sixth Target | |||
Collaboration arrangements | |||
Ownership percentage required per agreement | 14.90% | ||
uniQure N.V. | Bristol Myers Squibb | First Nine New Targets Or Designation Of Ninth Target | |||
Collaboration arrangements | |||
Ownership percentage required per agreement | 19.90% | ||
BMS arrangement | BMS Warrants | |||
Collaboration arrangements | |||
Additional change in fair value of derivatives | $ | $ (0.7) | ||
BMS arrangement | Bristol Myers Squibb | |||
Collaboration arrangements | |||
Number of potential targets included in collaborative agreement | 10 | ||
Number of Collaboration Targets | 4 | ||
Number of Collaboration Targets actually are designated | 4 | ||
BMS arrangement | Bristol Myers Squibb | First Six New Targets Or Designation Of Sixth Target | |||
Collaboration arrangements | |||
Number of potential targets included in collaborative agreement | 7 | ||
Number of Collaboration Targets | 6 | ||
BMS arrangement | Bristol Myers Squibb | First Nine New Targets Or Designation Of Ninth Target | |||
Collaboration arrangements | |||
Number of potential targets included in collaborative agreement | 10 | ||
Number of Collaboration Targets | 9 |
Right-of-use asset and lease _2
Right-of-use asset and lease liabilities - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||||||
Nov. 30, 2018item | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019 | Jun. 30, 2019ft² | Dec. 01, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Leases | ||||||||
Area of facility (in square feet) | ft² | 30,655 | |||||||
Weighted-average remaining lease term, Operating leases | 10 years 1 month 6 days | 10 years 1 month 6 days | 10 years 3 months 18 days | |||||
Weighted-average discount rate, Operating leases | 11.33% | 11.33% | 11.33% | |||||
Lexington | ||||||||
Leases | ||||||||
Lease term (in years) | 5 years | |||||||
Number of subsequent renewals | item | 2 | |||||||
Renewal term (in years) | 5 years | |||||||
Amsterdam | ||||||||
Leases | ||||||||
Lease term (in years) | 10 years | 16 years | ||||||
Renewal term (in years) | 5 years | |||||||
Minimum rentals to be received | $ 6.5 | € 5.9 |
Right-of-use asset and lease _3
Right-of-use asset and lease liabilities - Operating lease liabilities (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020USD ($)floor$ / € | Feb. 29, 2020floor | Dec. 31, 2017floor | Mar. 31, 2020USD ($)$ / € | Mar. 31, 2019USD ($) | Dec. 31, 2017floor | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Components of lease cost | ||||||||
Operating lease cost | $ 1,290 | $ 897 | ||||||
Variable lease cost | 145 | 4 | ||||||
Sublease income | (248) | (268) | ||||||
Total lease cost | 1,187 | 633 | ||||||
Assets | ||||||||
Operating lease right-of-use assets | $ 26,288 | 26,288 | $ 26,797 | $ 19,000 | ||||
Current liabilities | ||||||||
Current operating lease liability | 5,900 | 5,900 | 5,865 | |||||
Non-current liabilities | ||||||||
Non-current operating lease liability | 30,518 | 30,518 | 31,133 | |||||
Total lease liabilities | $ 36,418 | $ 36,418 | $ 36,998 | |||||
Weighted-average remaining lease term, Operating leases | 10 years 1 month 6 days | 10 years 1 month 6 days | 10 years 3 months 18 days | |||||
Weighted-average discount rate, Operating leases | 11.33% | 11.33% | 11.33% | |||||
Supplemental cash flow information related to leases | ||||||||
Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows for operating leases | $ 1,424 | $ 1,413 | ||||||
Undiscounted Cash Flows | ||||||||
2020 (nine months remaining) | $ 4,529 | 4,529 | ||||||
2021 | 5,449 | 5,449 | ||||||
2022 | 5,407 | 5,407 | ||||||
2023 | 5,505 | 5,505 | ||||||
2024 | 6,001 | 6,001 | ||||||
Thereafter | 33,578 | 33,578 | ||||||
Total minimum lease payments | 60,469 | 60,469 | ||||||
Less: amount of lease payments representing interest | (24,051) | (24,051) | ||||||
Total lease liabilities | 36,418 | 36,418 | $ 36,998 | |||||
Less: current obligations under operating leases | (5,900) | (5,900) | (5,865) | |||||
Non-current operating lease liability | $ 30,518 | $ 30,518 | $ 31,133 | |||||
Exchange rate (in USD per Euro) | $ / € | 1.10 | 1.10 | ||||||
Lexington | ||||||||
Current liabilities | ||||||||
Current operating lease liability | $ 3,383 | $ 3,383 | ||||||
Non-current liabilities | ||||||||
Non-current operating lease liability | 20,300 | 20,300 | ||||||
Total lease liabilities | 23,683 | 23,683 | ||||||
Undiscounted Cash Flows | ||||||||
2020 (nine months remaining) | 2,535 | 2,535 | ||||||
2021 | 3,455 | 3,455 | ||||||
2022 | 3,552 | 3,552 | ||||||
2023 | 3,650 | 3,650 | ||||||
2024 | 4,146 | 4,146 | ||||||
Thereafter | 20,745 | 20,745 | ||||||
Total minimum lease payments | 38,083 | 38,083 | ||||||
Less: amount of lease payments representing interest | (14,400) | (14,400) | ||||||
Total lease liabilities | 23,683 | 23,683 | ||||||
Less: current obligations under operating leases | (3,383) | (3,383) | ||||||
Non-current operating lease liability | $ 20,300 | $ 20,300 | ||||||
Amsterdam | ||||||||
Components of lease cost | ||||||||
Lessee, option to extend | true | |||||||
Number of floor of the facility | floor | 7 | |||||||
Number of floors to sub-lease | floor | 3 | 3 | ||||||
Number of floor to take back from the sub-lease | floor | 1 | |||||||
Lessor, option to extend | true | |||||||
Current liabilities | ||||||||
Current operating lease liability | $ 2,319 | $ 2,319 | ||||||
Non-current liabilities | ||||||||
Non-current operating lease liability | 10,150 | 10,150 | ||||||
Total lease liabilities | 12,469 | 12,469 | ||||||
Undiscounted Cash Flows | ||||||||
2020 (nine months remaining) | 1,855 | 1,855 | ||||||
2021 | 1,855 | 1,855 | ||||||
2022 | 1,855 | 1,855 | ||||||
2023 | 1,855 | 1,855 | ||||||
2024 | 1,855 | 1,855 | ||||||
Thereafter | 12,833 | 12,833 | ||||||
Total minimum lease payments | 22,108 | 22,108 | ||||||
Less: amount of lease payments representing interest | (9,639) | (9,639) | ||||||
Total lease liabilities | 12,469 | 12,469 | ||||||
Less: current obligations under operating leases | (2,319) | (2,319) | ||||||
Non-current operating lease liability | 10,150 | 10,150 | ||||||
Other | ||||||||
Current liabilities | ||||||||
Current operating lease liability | 198 | 198 | ||||||
Non-current liabilities | ||||||||
Non-current operating lease liability | 68 | 68 | ||||||
Total lease liabilities | 266 | 266 | ||||||
Undiscounted Cash Flows | ||||||||
2020 (nine months remaining) | 139 | 139 | ||||||
2021 | 139 | 139 | ||||||
Total minimum lease payments | 278 | 278 | ||||||
Less: amount of lease payments representing interest | (12) | (12) | ||||||
Total lease liabilities | 266 | 266 | ||||||
Less: current obligations under operating leases | (198) | (198) | ||||||
Non-current operating lease liability | $ 68 | $ 68 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued expenses and other current liabilities | ||
Accruals for services provided by vendors-not yet billed | $ 5,973 | $ 5,425 |
Personnel related accruals and liabilities | 3,534 | 7,032 |
Total | $ 9,507 | $ 12,457 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Millions | Dec. 06, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
2016 Amended Facility | Hercules | Second Amended and Restated Loan and Security Agreement [Member] | ||||
Long-term Debt | ||||
Outstanding debt | $ 20 | |||
Back-end fee (as a percent) | 4.85% | |||
2018 Amended Facility | Hercules | ||||
Long-term Debt | ||||
Aggregate amount of Equity Financing | $ 90 | |||
Foreign currency loss | $ 0.7 | $ 0.7 | ||
2018 Amended Facility | Hercules | Second Amended and Restated Loan and Security Agreement [Member] | ||||
Long-term Debt | ||||
Outstanding debt | $ 35 | |||
Interest rate (as a percent) | 8.85% | |||
Back-end fee (as a percent) | 4.95% | |||
Maximum borrowing capacity | $ 30 | |||
Borrowing capacity subject to discretion | 15 | |||
Proceeds from loan increment | 15 | |||
Amount the company has right to draw | $ 15 | |||
Facility fee (as a percent) | 0.50% | |||
2018 Amended Facility | Prime Rate | Hercules | Second Amended and Restated Loan and Security Agreement [Member] | ||||
Long-term Debt | ||||
Variable interest rate basis | 8.85% | |||
Discount rate (as a percent) | 5.50% | |||
Venture debt loan facility | 2018 Amended Facility | ||||
Long-term Debt | ||||
Minimum cash and cash equivalents in U.S. bank accounts | 65.00% | |||
Assets pledged to secure facilities by directly or indirectly | $ 414.2 | |||
Assets not being pledged to secure facilities by directly or indirectly | 136.4 | |||
Aggregate maturities of loan | ||||
Total | 36.5 | $ 36.3 | ||
Venture debt loan facility | 2018 Amended Facility | Hercules | ||||
Long-term Debt | ||||
Interest expense recorded | $ 0.9 | $ 0.9 |
Share-based compensation - Summ
Share-based compensation - Summary of share-based compensation expense and unrecognized costs (Details) - 2014 Plan - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2018 | |
Share-based compensation | ||||
Authorized shares | 3,000,000 | 8,601,471 | ||
Share-based compensation expense | $ 4,340 | $ 4,278 | ||
Unrecognized compensation costs | $ 49,904 | |||
Weighted-average remaining period for recognition (in years) | 2 years 8 months 23 days | |||
Research and development expenses | ||||
Share-based compensation | ||||
Share-based compensation expense | $ 2,382 | 1,980 | ||
Selling, general and administrative expense | ||||
Share-based compensation | ||||
Share-based compensation expense | 1,958 | 2,298 | ||
Share options | ||||
Share-based compensation | ||||
Share-based compensation expense | $ 2,208 | 2,076 | ||
Outstanding of fully vested share options | 3,003,430 | 2,683,104 | ||
Unrecognized compensation costs | $ 28,880 | |||
Weighted-average remaining period for recognition (in years) | 3 years 1 month 6 days | |||
Restricted share units ("RSUs") | ||||
Share-based compensation | ||||
Share-based compensation expense | $ 1,444 | 930 | ||
Unrecognized compensation costs | $ 16,746 | |||
Weighted-average remaining period for recognition (in years) | 2 years 4 months 24 days | |||
Performance share units ("PSUs") | ||||
Share-based compensation | ||||
Share-based compensation expense | $ 688 | $ 1,272 | ||
Unrecognized compensation costs | $ 4,278 | |||
Weighted-average remaining period for recognition (in years) | 1 year 6 months 29 days |
Share-based compensation - Opti
Share-based compensation - Option activity and weighted-average assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Weighted average exercise price | ||
Total weighted average grant date fair value of options issued during the period (in $ millions) | $ 11.5 | |
Proceeds from option sales during the period (in $ millions) | $ 0.9 | |
Weighted-average assumptions used to estimate fair value of share options granted during year | ||
Risk free interest rate (as a percent) | 1.44% | |
Risk free interest rate, maximum (as a percent) | 2.87% | |
2014 Plan | Share options | ||
Options | ||
Outstanding at beginning of year (in shares) | 2,683,104 | |
Granted (in shares) | 393,302 | |
Forfeited (in shares) | (8,214) | |
Exercised (in shares) | (64,762) | |
Outstanding at end of year (in shares) | 3,003,430 | |
Thereof, fully vested and exercisable at end of period (in shares) | 1,528,351 | |
Thereof, outstanding and expected to vest at end of period (in shares) | 1,475,079 | |
Weighted average exercise price | ||
Outstanding at beginning of year (in dollars per share) | $ 21.29 | |
Granted (in dollars per share) | 51.81 | |
Forfeited (in dollars per share) | 40.82 | |
Exercised (in dollars per share) | 14.38 | |
Outstanding at end of year (in dollars per share) | 25.38 | |
Thereof, fully vested and exercisable at end of year (in dollars per share) | 15.75 | |
Outstanding and expected to vest at end of year (in dollars per share) | $ 35.36 | |
Weighted-average assumptions used to estimate fair value of share options granted during year | ||
Expected volatility (as a percent) | 70.00% | 75.00% |
Expected terms (in years) | 10 years | 10 years |
Risk free interest rate, minimum (as a percent) | 1.44% | 2.80% |
Expected dividend (as a percent) | 0.00% | 0.00% |
2014 Plan | Non-executive directors | ||
Weighted average exercise price | ||
Vesting percentage per year | 25.00% | |
Vesting period (in years) | 4 years | |
2014 Plan | One year from grant date | ||
Weighted average exercise price | ||
Vesting period (in years) | 1 year |
Share-based compensation - RSU
Share-based compensation - RSU activity (Details) - 2014 Plan - $ / shares | 1 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2020 | |
Non-executive directors | ||
Other disclosure | ||
Vesting period (in years) | 4 years | |
Restricted share units ("RSUs") | ||
Number of shares | ||
Non-vested at beginning of year (in shares) | 370,830 | |
Restricted stock granted (in shares) | 216,749 | |
Vested (in shares) | (166,974) | |
Forfeited (in shares) | (1,535) | |
Non-vested at end of year (in shares) | 419,070 | |
Weighted average grant-date fair value | ||
Non-vested at beginning of year (in dollars per share) | $ 28.62 | |
Granted (in dollars per share) | 51.81 | |
Vested (in dollars per share) | 18.90 | |
Forfeited (in dollars per share) | 48.07 | |
Non-vested at end of year (in dollars per share) | 44.41 | |
Restricted share units ("RSUs") | Non-executive directors | ||
Other disclosure | ||
Vesting period (in years) | 1 year | |
Restricted share units ("RSUs") | Directors and Officers | ||
Weighted average grant-date fair value | ||
Granted (in dollars per share) | $ 11,200,000 | |
Minimum | Restricted share units ("RSUs") | ||
Other disclosure | ||
Vesting period (in years) | 1 year | |
Maximum | Restricted share units ("RSUs") | ||
Other disclosure | ||
Vesting period (in years) | 3 years |
Share-based compensation - PSU
Share-based compensation - PSU activity (Details) - Performance share units ("PSUs") $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Other disclosure | |
Vesting period (in years) | 3 years |
2014 Plan | |
Number of shares | |
Non-vested at beginning of year (in shares) | shares | 479,422 |
Restricted stock granted (in shares) | shares | 91,003 |
Forfeited (in shares) | shares | (354,105) |
Non-vested at end of year (in shares) | shares | 216,320 |
Weighted average grant-date fair value | |
Non-vested at beginning of year (in dollars per share) | $ / shares | $ 21.17 |
Granted (in dollars per share) | $ / shares | 57.56 |
Forfeited (in dollars per share) | $ / shares | 17.44 |
Non-vested at end of year (in dollars per share) | $ / shares | $ 42.58 |
Other disclosure | |
Total weighted average grant date fair value of RSUs granted during the period (in millions) | $ | $ 5.2 |
Share-based compensation - Empl
Share-based compensation - Employee Share Purchase Plan - Narrative (Details) - ESPP - Employee Stock [Member] - shares | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based compensation | |||
Ordinary shares available for issue | 150,000 | 136,406 | 144,283 |
Discounted rate for purchase of shares | 85.00% | ||
Number of shares issued | 1,801 | 3,126 |
Basic and diluted earnings pe_3
Basic and diluted earnings per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 13,916,001 | 12,678,857 |
BMS Warrants | Bristol Myers Squibb | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 10,262,500 | 8,830,000 |
Stock options | 2014 Plan | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 3,003,430 | 2,969,444 |
Stock options | Previous option plan | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 14,000 | 14,000 |
Stock options | ESPP | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 681 | 471 |
Non-vested and earned RSUs and PSUs | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 635,390 | 864,942 |