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Unaudited IFRS Condensed Consolidated Interim Financial Statements as of and for the three and six months ended

Key Takeaway: Unaudited IFRS Condensed Consolidated Interim Financial Statements as of and for the three and six months ended June 30, 2020 Condensed Consolidated Interim Statement of Income 2 Condensed Consolidated Interim Statement of Comprehensive Income 3 Condensed Consolidated Interim B

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Unaudited IFRS Condensed
Consolidated Interim Financial Statements as of and for the three and six months ended June 30, 2020
Condensed Consolidated Interim Statement of Income 2
Condensed Consolidated Interim Statement of Comprehensive Income 3
Condensed Consolidated Interim Balance Sheet 4
Condensed Consolidated Interim Statement of Changes in Equity 5-6
Condensed Consolidated Interim Statement of Cash Flows 7
Notes to the Condensed Consolidated Interim Financial Statements 8-23
Condensed Consolidated Interim Statement
(in KUSD except for share and per share
For the Three Months Ended June 30, For the Six Months Ended June 30,
Note 2020 2019 2020 2019
Contract revenue 6 - 1,962 - 2,340
Operating expense
Research and development 7 (25,950 ) (21,760 ) (61,325 ) (46,572 )
General and administrative 8 (18,999 ) (4,089 ) (27,509 ) (6,592 )
Total operating expense (44,949 ) (25,849 ) (88,834 ) (53,164 )
Loss from operations (44,949 ) (23,887 ) (88,834 ) (50,824 )
Other income (expense)
Other income 130 - 278 -
Convertible loans, derivatives, increase in fair value 11 (79,261 ) - (79,261 ) -
Convertible loans, first tranche, derivative, transaction costs 11 (1,571 ) - (1,571 ) -
Financial income 195 659 569 1,306
Financial expense (897 ) (36 ) (939 ) (73 )
Exchange differences (100 ) 10 (71 ) (68 )
Total other income (expense) (81,504 ) 633 (80,995 ) 1,165
Loss before taxes (126,453 ) (23,254 ) (169,829 ) (49,659 )
Income tax expense (104 ) (94 ) (204 ) (199 )
Net loss (126,557 ) (23,348 ) (170,033 ) (49,858 )
Net loss attributable to:
Owners of the parent (126,557 ) (23,348 ) (170,033 ) (49,858 )
Net loss per share, basic and diluted 15 (2.01 ) (0.49 ) (2.97 ) (1.05 )
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
of Comprehensive Income
For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 2019 2020 2019
Net Loss (126,557 ) (23,348 ) (170,033 ) (49,858 )
Other comprehensive income
Items that will not be reclassified to profit and loss
Remeasurements of defined benefit plan - (16 ) - (7 )
Total items that will not be reclassified to profit and loss - (16 ) - (7 )
Items that may be reclassified to profit and loss
Currency translation differences (13 ) (42 ) (215 ) (8 )
Total items that may be reclassified to profit and loss (13 ) (42 ) (215 ) (8 )
Other comprehensive loss for the period (13 ) (58 ) (215 ) (15 )
Total comprehensive loss for the period (126,570 ) (23,406 ) (170,248 ) (49,873 )
Total comprehensive loss attributable to:
Owners of the parent (126,570 ) (23,406 ) (170,248 ) (49,873 )
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Balance
June 30, December 31,
Note 2020 2019
ASSETS
Current assets
Cash and cash equivalents 9 348,593 115,551
Other current assets 10,532 7,055
Total current assets 359,125 122,606
Non-current assets
Property, plant and equipment 1,260 1,376
Right-of-use assets 4,248 4,898
Intangible assets 10 8,825 8,434
Other long-term assets 384 368
Total non-current assets 14,717 15,076
Total assets 373,842 137,682
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable 6,797 3,329
Other current liabilities 20,211 15,430
Lease liabilities, short-term 1,099 1,132
Current income tax payable 148 52
Convertible loans, short-term 11 3,113 -
Total current liabilities 31,368 19,943
Non-current liabilities
Convertible loans, long-term 11 32,855 -
Convertible loans, derivatives 11 107,058 -
Lease liabilities, long-term 3,334 3,899
Defined benefit pension liabilities 2,925 2,684
Total non-current liabilities 146,172 6,583
Total liabilities 177,540 26,526
Equity attributable to owners of the parent
Share capital 13 5,795 4,361
Share premium 13 792,605 549,922
Treasury shares 13 (4 ) (100 )
Other reserves 16,654 5,473
Cummulative translation adjustment (146 ) 69
Accumulated losses (618,602 ) (448,569 )
Total equity attributable to owners of the parent 196,302 111,156
Total liabilities and equity 373,842 137,682
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
of Changes in Equity
For the three and six months ended June 30, 2019
Share Share Other Shares to Cummulative Translation Accumulated Total
Note Capital Premium Reserves be issued Adjustments Losses Equity
January 1, 2019 401 452,268 5,702 - (43 ) (332,085 ) 126,243
Loss for the period - - - - - (26,510 ) (26,510 )
Translation adjustment - - - - 34 - 34
Remeasurement of defined benefit pension liability - - 9 - - - 9
Total other comprehensive income / (loss) - - 9 - 34 - 43
Total comprehensive income / (loss) for the period - - 9 - 34 (26,510 ) (26,467 )
Issuance of share capital 13 1 - - - - - 1
Transaction costs 13 - (19 ) - - - - (19 )
Share-based compensation expense 12 - - 84 - - - 84
Total transactions with owners 1 (19 ) 84 - - - 66
March 31, 2019 402 452,249 5,795 - (9 ) (358,595 ) 99,842
Loss for the period - - - - - (23,348 ) (23,348 )
Translation adjustment - - - - (42 ) - (42 )
Remeasurement of defined benefit pension liability - - (16 ) - - - (16 )
Total other comprehensive loss - - (16 ) - (42 ) - (58 )
Total comprehensive loss for the period - - (16 ) - (42 ) (23,348 ) (23,406 )
Issuance of share capital 13 22 76,277 - 26,950 - - 103,249
Transaction costs 13 - (1,443 ) - (309 ) - - (1,752 )
Share-based compensation expense 12 - - 56 - - - 56
Total transactions with owners 22 74,834 56 26,641 - - 101,553
June 30, 2019 424 527,083 5,835 26,641 (51 ) (381,943 ) 177,989
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
of Changes in Equity
For the three and six months ended June 30, 2020
Share Share Other Treasury Cummulative Translation Accumulated Total
Note Capital Premium Reserves Shares Adjustments Losses Equity
January 1, 2020 4,361 549,922 5,473 (100 ) 69 (448,569 ) 111,156
Loss for the period - - - - - (43,476 ) (43,476 )
Translation adjustment - - - - (202 ) - (202 )
Total other comprehensive loss - - - - (202 ) - (202 )
Total comprehensive loss for the period - - - - (202 ) (43,476 ) (43,678 )
Share-based compensation expense 12 - - 3,790 - - - 3,790
Total transactions with owners - - 3,790 - - - 3,790
March 31, 2020 4,361 549,922 9,263 (100 ) (133 ) (492,045 ) 71,268
Loss for the period - - - - - (126,557 ) (126,557 )
Translation adjustment - - - - (13 ) - (13 )
Total other comprehensive loss - - - - (13 ) - (13 )
Total comprehensive loss for the period - - - - (13 ) (126,557 ) (126,570 )
Shares surrended to redeem share purchase plan promissory notes 13 - 11,208 - (11,208 ) - - -
Issuance of shares through capitalization of reserves 13 393 (393 ) - - - - -
Issuance of shares to be held as treasury shares 13 34 - - (34 ) - - -
Grant of shares to settle 2014 incentive plan awards 13 - (29 ) - 29 - - -
Issuance of shares at initial public offering 13 1,007 231,661 - - - - 232,668
Sale of shares under greenshoe option 13 - 23,591 - 11,309 - - 34,900
Transaction costs, initial public offering and greenshoe option 13 - (23,355 ) - - - - (23,355 )
Share-based compensation expense 12 - - 7,391 - - - 7,391
Total transactions with owners 1,434 242,683 7,391 96 - - 251,604
June 30, 2020 5,795 792,605 16,654 (4 ) (146 ) (618,602 ) 196,302
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
For the Six Months Ended June 30,
Note 2020 2019
Cash used in operating activities
Loss for the period (170,033 ) (49,858 )
Adjustments for non-monetary items:
Share-based compensation expense 12 11,181 140
Depreciation of property, plant and equipment 294 269
Amortization of intangible assets 17 13
Depreciation of right-of-use assets 569 513
Change in defined benefit pension liability 189 158
Convertible loans, derivatives, increase in fair value 11 79,261 -
Financial income (569 ) (852 )
Interest expense on convertible loans 11 868 -
Exchange differences - (2 )
Income taxes 204 199
Changes in assets and liabilities:
Decrease in trade accounts receivable - 182
(Increase) in other current assets (3,569 ) (277 )
(Decrease) in contract liability 6 - (2,340 )
Increase / (Decrease) in accounts payable 3,468 (5,579 )
Increase in other liabilities 4,781 906
Cash used in operating activities (73,339 ) (56,528 )
Interest received 588 970
Interest expense on lease obligations 61 73
Tax refunded (paid) 2 (203 )
Net cash used in operating activities (72,688 ) (55,688 )
Cash used in investing activities
Payment for purchase of property, plant and equipment (226 ) (150 )
Payment for purchase of intangible assets 10 (408 ) (1,757 )
Net cash used in investing activities (634 ) (1,907 )
Cash from financing activities
Proceeds from capital contributions, net of transaction costs - 74,838
Proceeds from public offering of common shares, net of underwriting fees and other transaction costs 13 244,213 -
Proceeds from convertible loans, net 11 62,896 -
Proceeds from shares to be issued, net of transaction costs - 26,641
Principal payments of lease obligations (615 ) (548 )
Net cash from financing activities 306,494 100,931
Net increase in cash and cash equivalents 233,172 43,336
Exchange gain / (losses) on cash and cash equivalents (130 ) 13
Cash and cash equivalents at beginning of the period 115,551 138,807
Cash and cash equivalents at end of the period 348,593 182,156
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited) - in KUSD except for share and per share data
ADC Therapeutics SA (the "Company"
or "ADCT") was incorporated on June 6, 2011 under the laws of Switzerland. The registered office of the Company is
located at Route de la Corniche 3B, 1066 Epalinges, Switzerland. The Company controls two wholly-owned subsidiaries: ADC Therapeutics
America, Inc. ("ADCT America"), which was incorporated in Delaware, USA on December 10, 2014, and ADC Therapeutics
(UK) Ltd ("ADCT UK"), which was incorporated in England on December 12, 2014. The Company and its two subsidiaries
form the ADCT Group (the "Group").
The Group is focused on the
development of antibody drug conjugates, including research, development, human clinical trials, regulatory approval and commercialization.
Antibody drug conjugates ("ADCs") are drug constructs which combine monoclonal antibodies specific to particular types
of cells with cytotoxic molecules or warheads which seek to kill any cancer cell to which the ADC attaches. ADCs have extensive
potential therapeutic applications in cancer.
These unaudited condensed consolidated
interim financial statements were authorized for issue by the Board of Directors on August 12, 2020.
Initial Public Offering
On May 19, 2020, the Company
completed an IPO on the New York Stock Exchange in which it issued and sold an aggregate of 14,082,475 common shares at USD 19.00
per share, which included 1,836,844 common shares issued and sold pursuant to the underwriters' exercise in full of their
option to purchase additional common shares. The gross proceeds from the IPO were USD 267.6 million, and net proceeds were USD
248.9 million after deducting underwriting discounts and commissions and before deducting fees and expenses payable by the Company.
The IPO resulted in a gross increase of USD 255.3 million in the Company's share premium account prior to transaction costs
associated with the IPO share issuance of USD 4.7 million and underwriting discounts and commissions of USD 18.7 million, both
of which were charged directly against the Company's share premium account. Further details are contained in note 13, "Share
capital, share premium and treasury shares".
ADC Therapeutics SA is a late-clinical-stage
company developing innovative therapeutics. The Group is exposed to all risks inherent in establishing and developing its business,
including the substantial uncertainty that current projects will succeed. The Group's success may also depend on its ability
Since its incorporation, the
Group has primarily funded its growth through capital increases and additional funds provided by research collaborations and, in
the most recent quarter, by a public offering and the issuance of convertible loans (see note 11, "Convertible loans").
The Group does not have recourse to bank loans. As a result, the Group is not exposed to liquidity risk through requests for early
repayment of loans, other than, pursuant to the convertible loans, it must maintain a balance of at least USD 50 million in cash
and cash equivalents at the end of each quarter.
As at June 30, 2020, the Group's
cash and cash equivalents amounted to USD 348.6 million (December 31, 2019: USD 115.6 million).
The Board of Directors believes
that the Group has sufficient financial resources to cover its operating costs for at least the next 12 months from the date of
issuance of these unaudited condensed consolidated interim financial statements and, as a result, is presenting these unaudited
condensed consolidated interim financial statements of the Group on a going concern basis.
On March 11, 2020, the World
Health Organization declared the outbreak of the coronavirus disease ("COVID-19") caused by a novel strain of coronavirus
as a pandemic, which continues to spread throughout the United States, the European Union, Switzerland, the United Kingdom and
around the world. Since then, COVID-19 has continued to spread, impacting the economies of most countries around the world. The
Company's operations, similar to those of other life sciences companies, have been impacted by the COVID-19 pandemic. As
the Company advances its clinical programs, it is in close contact with its principal investigators and clinical sites, which are
located in jurisdictions affected by the COVID-19 pandemic, and is assessing the impact of the COVID-19 pandemic on its clinical
trials, expected timelines and costs on an ongoing basis. In light of recent developments relating to the COVID-19 pandemic, the
primary focus of healthcare providers and hospitals is currently on fighting the novel coronavirus. In addition, in response to
the spread of COVID-19, the Company has modified its business practices, including restricting employee travel, developing social
distancing plans for its employees and cancelling physical participation in meetings, events and conferences. In addition, certain
of the Company's clinical trials have experienced delays or suspensions in patient enrollment as a result of the COVID-19
pandemic. This partial disruption, even temporary, may severely impact the Company's operations and overall business by delaying
the progress of its clinical trials and preclinical studies. As the COVID-19 pandemic continues to evolve, the Company believes
the extent of the impact to its operations, operating results, cash flows, liquidity and financial condition will be primarily
driven by the severity and duration of the pandemic, the pandemic's impact on the U.S. and global economies and the timing,
scope and effectiveness of national and local governmental responses to the pandemic, especially in areas where the conditions
have recently worsened. Those primary drivers are beyond the Company's knowledge and control, and as a result, at this time
the ultimate impact on the Company's results of operations, cash-flows and financial position in 2020 and thereafter cannot be
reasonably predicted. Furthermore, the impact to the Company's businesses, operating results, cash flows, liquidity and financial
condition may be further impacted if the current circumstances continue to exist for a prolonged period of time. However, on the
basis of the risk mitigation measures undertaken, the Company has concluded that there is no material uncertainty that may cast
a significant doubt upon the Company's ability to continue as a going concern.
Statement of Compliance
These unaudited condensed consolidated
interim financial statements as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 have
been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34")
and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31,
Functional and reporting
Last updated: Aug 18, 2020