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

Key Takeaway: 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 I

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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.
Last updated: Nov 12, 2020