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Unaudited IFRS Condensed Consolidated Interim
Financial Statements as of and for the three and nine months ended September 30, 2020
| Condensed Consolidated Interim Statement of Operations | 2 |
| Condensed Consolidated Interim Statement of Comprehensive Loss | 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 | 8-24 |
Condensed Consolidated Interim Statement
(in KUSD except for share and per share
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||
| Note | 2020 | 2019 | 2020 | 2019 | ||||||
| Contract revenue | 6 | - | - | - | 2,340 | |||||
| Operating expense | ||||||||||
| Research and development | 7 | (32,155) | (30,541) | (93,480) | (77,113) | |||||
| General and administrative | 8 | (20,273) | (2,302) | (47,782) | (8,894) | |||||
| Total operating expense | (52,428) | (32,843) | (141,262) | (86,007) | ||||||
| Loss from operations | (52,428) | (32,843) | (141,262) | (83,667) | ||||||
| Other income (expense) | ||||||||||
| Other income | 145 | 1,433 | 423 | 1,433 | ||||||
| Convertible loans, derivatives, change in fair value income (expense) | 11 | 33,868 | - | (45,393) | - | |||||
| Convertible loans, first tranche, derivative, transaction costs | 11 | - | - | (1,571) | - | |||||
| Financial income | 163 | 729 | 732 | 2,035 | ||||||
| Financial expense | (1,940) | (32) | (2,879) | (105) | ||||||
| Exchange differences | (139) | (360) | (210) | (428) | ||||||
| Total other income (expense) | 32,097 | 1,770 | (48,898) | 2,935 | ||||||
| Loss before taxes | (20,331) | (31,073) | (190,160) | (80,732) | ||||||
| Income tax benefit (expense) | 3 | (268) | (201) | (467) | ||||||
| Net loss | (20,328) | (31,341) | (190,361) | (81,199) | ||||||
| Net loss attributable to: | ||||||||||
| Owners of the parent | (20,328) | (31,341) | (190,361) | (81,199) | ||||||
| Net loss per share, basic and diluted | 15 | (0.29) | (0.62) | (3.09) | (1.68) |
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
of Comprehensive Loss
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Net Loss | (20,328) | (31,341) | (190,361) | (81,199) | ||||
| Other comprehensive income | ||||||||
| Items that will not be reclassified to profit and loss | ||||||||
| Remeasurements of defined benefit plan | - | 13 | - | 6 | ||||
| Total items that will not be reclassified to profit and loss | - | 13 | - | 6 | ||||
| Items that may be reclassified to profit and loss | ||||||||
| Currency translation differences | 151 | (86) | (64) | (94) | ||||
| Total items that may be reclassified to profit and loss | 151 | (86) | (64) | (94) | ||||
| Other comprehensive loss for the period | 151 | (73) | (64) | (88) | ||||
| Total comprehensive loss for the period | (20,177) | (31,414) | (190,425) | (81,287) | ||||
| Total comprehensive loss attributable to: | ||||||||
| Owners of the parent | (20,177) | (31,414) | (190,425) | (81,287) |
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Balance
| September 30, | December 31, | |||||
| Note | 2020 | 2019 | ||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 9 | 494,416 | 115,551 | |||
| Other current assets | 12,003 | 7,055 | ||||
| Total current assets | 506,419 | 122,606 | ||||
| Non-current assets | ||||||
| Property, plant and equipment | 1,502 | 1,376 | ||||
| Right-of-use assets | 16 | 3,402 | 4,898 | |||
| Intangible assets | 10 | 9,814 | 8,434 | |||
| Other long-term assets | 389 | 368 | ||||
| Total non-current assets | 15,107 | 15,076 | ||||
| Total assets | 521,526 | 137,682 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable | 6,146 | 3,329 | ||||
| Other current liabilities | 22,633 | 15,430 | ||||
| Lease liabilities, short-term | 1,051 | 1,132 | ||||
| Current income tax payable | 91 | 52 | ||||
| Convertible loans, short-term | 11 | 2,642 | - | |||
| Total current liabilities | 32,563 | 19,943 | ||||
| Non-current liabilities | ||||||
| Convertible loans, long-term | 11 | 33,788 | - | |||
| Convertible loans, derivatives | 11 | 73,190 | - | |||
| Lease liabilities, long-term | 16 | 2,605 | 3,899 | |||
| Defined benefit pension liabilities | 3,113 | 2,684 | ||||
| Other non-current liabilities | 208 | - | ||||
| Total non-current liabilities | 112,904 | 6,583 | ||||
| Total liabilities | 145,467 | 26,526 | ||||
| Equity attributable to owners of the parent | ||||||
| Share capital | 13 | 6,314 | 4,361 | |||
| Share premium | 13 | 981,032 | 549,922 | |||
| Treasury shares | 13 | (4) | (100) | |||
| Other reserves | 27,642 | 5,473 | ||||
| Cumulative translation adjustment | 5 | 69 | ||||
| Accumulated losses | (638,930) | (448,569) | ||||
| Total equity attributable to owners of the parent | 376,059 | 111,156 | ||||
| Total liabilities and equity | 521,526 | 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 Nine Months Ended September
| Note | Share Capital | Share Premium | Other Reserves | Treasury Shares | Cumulative Translation Adjustments | Accumulated Losses | Total Equity | ||||||||||
| June 30, 2020 | 5,795 | 792,605 | 16,654 | (4) | (146) | (618,602) | 196,302 | ||||||||||
| Loss for the period | - | - | - | - | - | (20,328) | (20,328) | ||||||||||
| Translation adjustment | - | - | - | - | 151 | - | 151 | ||||||||||
| Total other comprehensive loss | - | - | - | - | 151 | - | 151 | ||||||||||
| Total comprehensive loss for the period | - | - | - | - | 151 | (20,328) | (20,177) | ||||||||||
| Issuance of shares at follow-on offering | 13 | 519 | 203,481 | - | - | - | - | 204,000 | |||||||||
| Transaction costs, follow-on offering | 13 | - | (15,054) | - | - | - | - | (15,054) | |||||||||
| Share-based compensation expense | 12 | - | - | 10,988 | - | - | - | 10,988 | |||||||||
| Total transactions with owners | 519 | 188,427 | 10,988 | - | - | - | 199,934 | ||||||||||
| September 30, 2020 | 6,314 | 981,032 | 27,642 | (4) | 5 | (638,930) | 376,059 |
| Note | Share Capital | Share Premium | Other Reserves | Treasury Shares | Cumulative Translation Adjustments | Accumulated Losses | Total Equity | ||||||||||
| January 1, 2020 | 4,361 | 549,922 | 5,473 | (100) | 69 | (448,569) | 111,156 | ||||||||||
| Loss for the period | - | - | - | - | (190,361) | (190,361) | |||||||||||
| Translation adjustment | - | - | - | - | (64) | - | (64) | ||||||||||
| Total other comprehensive loss | - | - | - | - | (64) | - | (64) | ||||||||||
| Total comprehensive loss for the period | - | - | - | - | (64) | (190,361) | (190,425) | ||||||||||
| Shares surrendered 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) | |||||||||
| Issuance of shares at follow-on offering | 13 | 519 | 203,481 | - | - | - | - | 204,000 | |||||||||
| Transaction costs, follow-on offering | 13 | - | (15,054) | - | - | - | - | (15,054) | |||||||||
| Share-based compensation expense | 12 | - | - | 22,169 | - | - | - | 22,169 | |||||||||
| Total transactions with owners | 1,953 | 431,110 | 22,169 | 96 | - | - | 455,328 | ||||||||||
| September 30, 2020 | 6,314 | 981,032 | 27,642 | (4) | 5 | (638,930) | 376,059 |
For the Three and Nine Months Ended September
| Share | Share | Other | Shares to | Treasury | Cumulative Translation | Accumulated | Total | ||||||||||
| Capital | Premium | Reserves | be issued | Shares | Adjustments | Losses | Equity | ||||||||||
| June 30, 2019 | 424 | 527,083 | 5,835 | 26,641 | - | (51) | (381,943) | 177,989 | |||||||||
| Loss for the period | - | - | - | - | - | - | (31,341) | (31,341) | |||||||||
| Translation adjustment | - | - | - | - | - | (86) | - | (86) | |||||||||
| Remeasurement of defined benefit pension liability | - | - | 13 | - | - | - | - | 13 | |||||||||
| Total other comprehensive loss | - | - | 13 | - | - | (86) | - | (73) | |||||||||
| Total comprehensive loss for the period | - | - | 13 | - | - | (86) | (31,341) | (31,414) | |||||||||
| Issuance of share capital | 148 | 26,944 | - | (26,950) | - | - | - | 142 | |||||||||
| Transaction costs | - | (316) | - | 309 | - | - | - | (7) | |||||||||
| Transfer from share premium for par value increase | 3,789 | (3,789) | - | - | - | - | - | - | |||||||||
| Purchase of treasury shares | - | - | - | - | (141) | - | - | (141) | |||||||||
| Share-based compensation expense | - | - | 216 | - | - | - | - | 216 | |||||||||
| Total transactions with owners | 3,937 | 22,839 | 216 | (26,641) | (141) | - | - | 210 | |||||||||
| September 30, 2019 | 4,361 | 549,922 | 6,064 | - | (141) | (137) | (413,285) | 146,785 |
| Share | Share | Other | Treasury | Cumulative Translation | Accumulated | Total | |||||||||
| Capital | Premium | Reserves | Shares | Adjustments | Losses | Equity | |||||||||
| January 1, 2019 | 401 | 452,268 | 5,702 | - | (43) | (332,085) | 126,243 | ||||||||
| Loss for the period | - | - | - | - | - | (81,199) | (81,199) | ||||||||
| Translation adjustment | - | - | - | - | (94) | - | (94) | ||||||||
| Remeasurement of defined benefit pension liability | - | - | 6 | - | - | - | 6 | ||||||||
| Total other comprehensive loss | - | - | 6 | - | (94) | - | (88) | ||||||||
| Total comprehensive loss for the period | - | - | 6 | - | (94) | (81,199) | (81,287) | ||||||||
| Issuance of share capital | 171 | 103,221 | - | - | - | - | 103,392 | ||||||||
| Transaction costs | - | (1,778) | - | - | - | - | (1,778) | ||||||||
| Transfer from share premium for par value increase | 3,789 | (3,789) | - | - | - | - | - | ||||||||
| Purchase of treasury shares | - | - | - | (141) | - | - | (141) | ||||||||
| Share-based compensation expense | - | - | 356 | - | - | - | 356 | ||||||||
| Total transactions with owners | 3,960 | 97,654 | 356 | (141) | - | - | 101,829 | ||||||||
| September 30, 2019 | 4,361 | 549,922 | 6,064 | (141) | (137) | (413,284) | 146,785 |
The accompanying notes form an integral part of these condensed
consolidated interim financial statements (Unaudited)
Condensed Consolidated Interim Statement
| For the Nine Months Ended September 30, | ||||||
| Note | 2020 | 2019 | ||||
| Cash used in operating activities | ||||||
| Loss for the period | (190,361) | (81,199) | ||||
| Adjustments for non-monetary items: | ||||||
| Share-based compensation expense | 12 | 22,169 | 356 | |||
| Depreciation of property, plant and equipment | 480 | 357 | ||||
| Amortization of intangible assets | 28 | 11 | ||||
| Depreciation of right-of-use assets | 861 | 781 | ||||
| Change in defined benefit pension liability | 287 | 238 | ||||
| Convertible loans, derivatives, increase in fair value | 11 | 45,393 | - | |||
| Financial income | (732) | (2,035) | ||||
| Financial expense | 14 | - | ||||
| Interest expense on convertible loans | 11 | 2,781 | - | |||
| Exchange differences | - | 7 | ||||
| Income taxes | 201 | 467 | ||||
| Changes in assets and liabilities: | ||||||
| Decrease in accounts receivable | - | 42 | ||||
| (Increase) in other assets | (5,057) | (5,645) | ||||
| (Decrease) in contract liability | 6 | - | (2,340) | |||
| (Decrease) / Increase in accounts payable | 2,198 | (1,741) | ||||
| Increase in other liabilities | 5,322 | 799 | ||||
| Cash used in operating activities | (116,416) | (89,902) | ||||
| Interest paid | (1,452) | - | ||||
| Interest received | 747 | 2,135 | ||||
| Interest expense on lease obligations | 84 | 105 | ||||
| Tax refund / (paid) | 2 | (264) | ||||
| Net cash used in operating activities | (117,035) | (87,926) | ||||
| Cash used in investing activities | ||||||
| Payment for purchase of property, plant and equipment | (627) | (189) | ||||
| Payment for purchase of intangible assets | 10 | (1,408) | (1,765) | |||
| Net cash used in investing activities | (2,035) | (1,954) | ||||
| Cash from financing activities | ||||||
| Proceeds from capital contributions, net of transaction costs | - | 101,614 | ||||
| Proceeds from public offering of common shares, net of transaction costs | 1, 13 | 435,868 | - | |||
| Proceeds from convertible loans, net of transaction costs | 11 | 62,898 | - | |||
| Acquisition of treasury shares | - | (141) | ||||
| Principal payments of lease obligations | (929) | (832) | ||||
| Net cash from financing activities | 497,837 | 100,641 | ||||
| Net increase in cash and cash equivalents | 378,767 | 10,761 | ||||
| Exchange gain / (losses) on cash and cash equivalents | 98 | (51) | ||||
| Cash and cash equivalents at beginning of the period | 115,551 | 138,807 | ||||
| Cash and cash equivalents at end of the period | 494,416 | 149,517 | ||||
| Supplemental Non-Cash Financing Information | ||||||
| Follow-on transaction costs recorded in Accounts Payable and Other Current Liabilities | 1 | 2,709 | - |
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 ("ADCs"), including research, development, human clinical trials, regulatory
approval and commercialization. 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 November 12, 2020.
Initial Public Offering
On May 19, 2020, the Company
completed an IPO on the New York Stock Exchange ("NYSE") in which it issued and sold an aggregate of 14,082,475 common
shares at $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 $267.6 million, and net proceeds
were $244.2 million after deducting underwriting discounts and commissions as well as fees and expenses payable by the Company.
The IPO resulted in a gross increase of $255.3 million in the Company's share premium account prior to transaction costs
associated with the IPO share issuance of $4.7 million and underwriting discounts and commissions of $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".
Follow-On Public Offering
On September 28, 2020, the Company
completed a public offering on the NYSE in which it issued and sold 6,000,000 common shares at $34.00 per share. The gross proceeds
of the public offering were $204.0 million, and net proceeds of $188.9 million after deducting underwriting discounts and commissions
as well as fees and expenses payable by the Company. As of September 30, 2020, transaction costs of $2.7 million remained unpaid.
Such costs are anticipated to be paid during the fourth quarter of 2020. The public offering resulted in a gross increase of $203.5
million in the Company's share premium account prior to transaction costs associated with the public offering share issuance
of $2.9 million and underwriting discounts and commissions of $12.2 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".
ADCT 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, during
the 2020 fiscal year, issuance of the Company's common shares 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 $50
million in cash and cash equivalents at the end of each quarter.
As of September 30, 2020, the
Group's cash and cash equivalents amounted to $494.4 million (December 31, 2019: $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.
The COVID-19 pandemic has negatively
impacted the economies of most countries around the world. The Group's operations, similar to those of other life sciences
companies, have been impacted by the COVID-19 pandemic. As the Group 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 Group 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 Group's clinical trials experienced delays or suspensions in patient
enrollment during the first half of 2020 as a result of the COVID-19 pandemic. However, by the end of the third quarter, the Group
no longer experienced delays in its clinical trials or suspensions in patient enrollments. As the COVID-19 pandemic continues to
evolve, the Group 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 Group's knowledge and control, and as a result,
at this time the ultimate impact on the Group's results of operations, cash flows and financial position in 2020 and thereafter
cannot be reasonably predicted. Furthermore, the impact to the Group'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 Group has concluded that there is no material uncertainty
that may cast a significant doubt upon the Group's ability to continue as a going concern.