Affimed (AFMD) 6-K 2020 Q2 Condensed Consolidated Financial Statements

Exhibit 99.1

AFFIMED N.V.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Affimed N.V.

Unaudited consolidated statements of comprehensive income / (loss)

(in € thousand)

			For the three months ended June 30		For the six months ended June 30
	Note		2020	2019	2020	2019
Revenue	3		2,934	4,008	8,069	15,361
Other income - net			85	197	28	283
Research and development expenses			(11,697)	(11,545)	(23,146)	(19,532)
General and administrative expenses			(2,606)	(2,342)	(6,131)	(4,776)
Operating income / (loss)			(11,284)	(9,682)	(21,180)	(8,664)
Finance income / (costs) - net	4		(954)	(654)	653	180
Income / (loss) before tax			(12,238)	(10,336)	(20,527)	(8,484)
Income taxes			0	(4)	0	(4)
Income / (loss) for the period			(12,238)	(10,340)	(20,527)	(8,488)
Other comprehensive income / (loss)
Items that will not be reclassified to profit or loss		��
Equity investments at fair value OCI - net change in fair value	5		(71)	(49)	10	24
Other comprehensive income / (loss)			(71)	(49)	10	24
Total comprehensive income / (loss)			(12,309)	(10,389)	(20,517)	(8,464)
Earnings / (loss) per share in € per share			(0.16)	(0.17)	(0.26)	(0.14)
(undiluted = diluted)
Weighted number of common shares outstanding			79,189,686	62,439,363	77,719,793	62,434,734

The Notes are an integral part of these consolidated financial statements.

Affimed N.V.

Consolidated statements of financial position

(in € thousand)

	Note	June 30, 2020	December 31, 2019
		(unaudited)
ASSETS
Non-current assets
Intangible assets		103	137
Leasehold improvements and equipment		2,237	2,291
Long term financial assets	5	3,203	3,193
Right-of-use assets		536	824
		6,079	6,445
Current assets
Cash and cash equivalents		84,584	95,234
Financial assets	6	8,037	8,902
Trade and other receivables		2,027	1,482
Inventories		421	296
		95,069	105,914
TOTAL ASSETS		101,148	112,359
EQUITY AND LIABILITIES
Equity
Issued capital		845	762
Capital reserves		292,720	270,451
Fair value reserves		1,972	1,962
Accumulated deficit		(255,035)	(234,508)
Total equity	7	40,502	38,667
Non current liabilities
Borrowings	10	231	278
Contract liabilities		27,829	37,961
Lease liabilities		95	272
Total non-current liabilities		28,155	38,511
Current liabilities
Trade and other payables		6,606	10,674
Provisions	9	484	517
Borrowings	10	1,039	2,105
Lease liabilities		451	532
Contract liabilities		23,911	21,353
Total current liabilities		32,491	35,181
TOTAL EQUITY AND LIABILITIES		101,148	112,359

The Notes are an integral part of these consolidated financial statements.

Affimed N.V.

Unaudited consolidated statements of cash flows

(in € thousand)

		For the six months ended June 30
	Note	2020	2019
Cash flow from operating activities
Income / (loss) for the period		(20,527)	(8,488)
Adjustments for the period:
- Income taxes		0	4
- Depreciation and amortisation		551	423
- Net gain from disposal of leasehold improvements and equipment		0	(9)
- Share based payments	8	1,410	1,167
- Finance income / costs - net	4	(653)	(180)
		(19,219)	(7,083)
Change in trade and other receivables		(649)	228
Change in inventories		(125)	(70)
Change in other assets		0	(2,586)
Change in trade, other payables, provisions and contract liabilities		(11,757)	(9,484)
Cash used in operating activities		(31,750)	(18,995)
Interest received		276	188
Paid interest		(64)	(134)
Net cash used in operating activities		(31,538)	(18,941)
Cash flow from investing activities
Purchase of intangible assets		(2)	(142)
Purchase of leasehold improvements and equipment		(174)	(755)
Cash paid for investments in financial assets		(8,101)	(35,262)
Cash received from maturity of financial assets		9,088	25,748
Net cash used for investing activities		811	(10,411)
Cash flow from financing activities
Proceeds from issue of common shares		21,785	13
Transaction costs related to issue of common shares		(754)	0
Proceeds from borrowings		0	562
Repayment of lease liabilities		(257)	(206)
Repayment of borrowings	10	(1,128)	(1,649)
Cash flow from financing activities		19,646	(1,280)
Exchange-rate related changes of cash and cash equivalents		431	(210)
Net changes to cash and cash equivalents		(11,081)	(30,632)
Cash and cash equivalents at the beginning of the period		95,234	94,829
Cash and cash equivalents at the end of the period		84,584	63,987

The Notes are an integral part of these consolidated financial statements.

Affimed N.V.

Unaudited consolidated statements of changes in equity

(in € thousand)

	Note	Issued capital	Capital reserves	Fair Value reserves	Accumulated deficit	Total equity
Balance as of January 1, 2019		624	239,055	2,594	(202,144)	40,129
Exercise of share based payment awards			13			13
Equity-settled share based payment awards			1,167			1,167
Loss for the period					(8,488)	(8,488)
Other comprehensive income				24		24
Balance as of June 30, 2019		624	240,235	2,618	(210,632)	32,845
Balance as of January 1, 2020		762	270,451	1,962	(234,508)	38,667
Issue of common shares		83	20,859			20,942
Equity-settled share based payment awards	8		1,410			1,410
Loss for the period					(20,527)	(20,527)
Other comprehensive income				10		10
Balance as of June 30, 2020		845	292,720	1,972	(255,035)	40,502

The Notes are an integral part of these consolidated financial statements.

1.Reporting entity

Affimed N.V. is a Dutch company with limited liability (naamloze vennootschap) and has its corporate seat in Amsterdam, the Netherlands. The consolidated financial statements are comprised of Affimed N.V., and its controlled (and wholly owned) subsidiaries Affimed GmbH, Heidelberg, Germany, AbCheck s.r.o., Plzen, Czech Republic, Affimed Inc., Delaware, USA and AbCheck Inc., Delaware, USA (together “Affimed”, the “Company” or the “Group”).

Affimed is a clinical-stage immuno-oncology company focused on discovering and developing highly targeted cancer immunotherapies. The Group’s product candidates represent an innovative approach to cancer treatment that seeks to harness the body’s own immune defenses to fight tumor cells. Affimed has its own research and development programs, strategic collaborations and service contracts, pursuant to which Affimed is performing research services for third parties.

2.Basis of preparation and changes to Group’s accounting policies

Statement of compliance

The interim financial statements for the three and six months ended June 30, 2020 and 2019 have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Affimed N.V.’s annual consolidated financial statements as of December 31, 2019.

The interim financial statements were authorized for issuance by the management board on August 11, 2020.

Critical judgments and accounting estimates

The preparation of the interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

In preparing these interim financial statements, the critical judgments made by management in applying the Company’s accounting policies were the same as those that applied to the consolidated financial statements as of and for the year ended December 31, 2019.

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Functional and presentation currency

These interim financial statements are presented in Euro, which is the Company’s functional currency. All financial information presented in Euro has been rounded to the nearest thousand (abbreviated €) or million (abbreviated € million).

Significant accounting policies

The accounting policies applied by the Company in these interim financial statements are the same as those applied by the Company in its consolidated financial statements as of and for the year ended December 31, 2019 with the exception of new amendments to standards and new or amended interpretations applied for the first time as described below.

New standards and interpretations applied for the first time

The following amendments to standards and new or amended interpretations are effective for annual periods beginning on or after January 1, 2020, and have been applied in preparing these financial statements:

Standard/interpretation	Effective Date
Amendments to References to the Conceptional Framework	January 1, 2020
Amendments to IAS 1 and IAS 8: Definition of Material	January 1, 2020
Amendments to IFRS 9, IAS 39 and IFRS 7:
Interest Rate Benchmark Reform	January 1, 2020
Amendments to IFRS 3 Business Combination	January 1, 2020
Amendment to IFRS 16 Leases Covid 19-Related Rent Concessions	June 1, 2020

None of the amendments to standards and new or amended interpretations had a material effect on the interim financial statements.

Fair Value Measurement

All assets and liabilities for which fair value is recognized in the interim financial statements are classified in accordance with the following fair value hierarchy, based on the lowest level input parameter that is significant on the whole for fair value measurement:

·Level 1 – Prices for identical assets or liabilities quoted in active markets (non-adjusted)

·Level 2 – Measurement procedures, in which the lowest level input parameter significant on the whole for fair value measurement is directly or indirectly observable for on the market

·Level 3 – Measurement procedures, in which the lowest level input parameter

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significant on the whole for fair value measurement is not directly or indirectly observable for on the market

The carrying amount of all trade and other receivables, certificates of deposit, cash and cash equivalents and trade and other payables is a reasonable approximation of the fair value and, therefore, information about the fair values of those financial instruments has not been disclosed. The measurement of the fair value of the shares held by the group and note disclosure for the fair value of a loan (financial liability) is based on level 2 measurement procedures (see notes 5 and 10).

New standards and interpretations not yet adopted

The following standards, amendments to standards and interpretations are effective for annual periods beginning after December 31, 2019 and have not been applied in preparing these consolidated financial statements.

Standard/interpretation	Effective Date
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current	January 1, 2022
Amendments to IFRS 3 Business Combinations	January 1, 2022
Amendments to IAS 16 Property, Plant and Equipment	January 1, 2022
Amendments to AS 37 Provisions, Contingent Liabilities and Contingent Assets	January 1, 2022
Annual Improvements 2018-2020	January 1, 2022

3.Revenue

Collaboration agreement The Leukemia & Lymphoma Society (LLS)

Affimed is party to a collaboration with LLS to fund the development of specific product candidates (immune cell engagers). Under the terms of the agreement, LLS has agreed to contribute up to $4.4 million contingent upon the achievement of certain milestones.

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In the event that the research and development is successful, Affimed must proceed with commercialization of the licensed product. If Affimed decides for business reasons not to continue the commercialization, Affimed must at its option either repay the amount funded or grant a license to LLS to enable LLS to continue with the development program. In addition, LLS is entitled to receive royalties from Affimed based on the Group’s future revenue from any licensed product, with the amount of royalties not to exceed three times the amount funded.

In June 2016, the research funding agreement with LLS was amended to reflect a shift to the development of combination therapeutic approaches so that the milestones now relate primarily to the development of a combination therapy.

During the six months ended June 30, 2020, the Company recognized revenue totalling €0.1 million (2019: €0 million).

Collaboration with Genentech Inc.

In August 2018, Affimed entered into a strategic collaboration agreement with Genentech Inc., headquartered in South San Francisco, USA. Under the terms of the agreement Affimed will develop novel NK cell engager-based immunotherapeutics to treat multiple cancers. The Genentech agreement became effective at the beginning of October 2018. Affimed received $96.0 million (€83.2 million) in initial upfront and committed funding on October 31, 2018.

The Group recognized €2.7 million and €7.6 million as revenue during the three and six months ended June 30, 2020 (2019: €3.7 million and €14.3 million). As of June 30, 2020, contract liabilities of €51.7 million (December 31, 2019: €59.3 million) will be recognized as revenue in subsequent periods.

Under the terms of the agreement, Affimed is eligible to receive up to an additional $5.0 billion over time, including payments upon achievement of specified development, regulatory and commercial milestones. Affimed is also eligible to receive royalties on any potential sales.

Research service agreements

The Group, through its subsidiary AbCheck s.r.o. has entered into certain research service agreements. These research service agreements provide for non-refundable upfront technology access research funding or capacity reservation fees and milestone payments. The Company recognized €0.2 million and €0.4 million as revenue in the three and six months ended June 30, 2020 (2019: €0.3 million and €1.1 million).

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Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

	June 30, 2020	December 31, 2019
Receivables	45	204
Contract liabilities	51,739	59,314

Amounts of €2,749 and €7,580 recognized in contract liabilities at the beginning of the period have been recognized as revenue during the three and six months ended June 30, 2020.

The remaining performance obligations as of June 30, 2020 are approximately €51.7 million and are expected to be recognized as revenue to a large extent over the next two years.

Disaggregation of revenue

Geographic information
	Three months ended June 30, 2020	Three months ended June 30, 2019	Six months ended June 30, 2020	Six months ended June 30, 2019
Revenue:
Germany	0	0	75	0
Europe	0	325	2	1,077
USA	2,934	3,683	7,992	14,284
	2,934	4,008	8,069	15,361

Major service lines
	Three months ended June 30, 2020	Three months ended June 30, 2019	Six months ended June 30, 2020	Six months ended June 30, 2019
Collaboration revenue	2,793	3,683	7,716	14,284
Service revenue	141	325	353	1,077
	2,934	4,008	8,069	15,361

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Timing on revenue recognition
	Three months ended June 30,  2020	Three months ended June 30, 2019	Six months ended June 30, 2020	Six months ended June 30, 2019
Point in time	106	0	283	5,633
Over time	2,828	4,008	7,786	9,728
	2,934	4,008	8,069	15,361

4.Finance income and finance costs

	Three months ended June 30, 2020	Three months ended June 30, 2019	Six months ended June 30, 2020	Six months ended June 30, 2019
Interest SVB Loan Agreement	(59)	(128)	(116)	(283)
Foreign exchange differences	(1,022)	(728)	554	28
Finance cost lease liability	(6)	(6)	(13)	(13)
Other finance income/finance costs	71	208	166	448
Gain from the modification of SVB Loan Agreement (see note 10)	62	0	62	0
Finance income/costs - net	(954)	(654)	653	180

5.Long term financial assets

The Company holds preferred shares in Amphivena recognized at their fair value of €3.2 million (December 31, 2019: €3.2 million). As of June 30, 2020, the fair value increased by €10 as compared to December 31, 2019 due to exchange rate differences recognized in other comprehensive income for the six months ended June 30, 2020 (2019: increase of €24). During the three months ended June 30, 2020 and 2019 the fair value decreased by €71 and €49 due to exchange rate differences.

6.Financial assets

As of June 30, 2020 and December 31, 2019, financial assets consisted of U.S. Dollar denominated certificates of deposit with original maturities of more than three months.

7.Equity

As of June 30, 2020 the share capital of €845 (December 31, 2019: €762) is divided into 84,493,155 (December 31, 2019: 76,249,901) common shares with a par value of €0.01 per share.

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In May 2020, the Company implemented an at-the-market (“ATM”) program providing for the sales over time of up to $50,000,000 of its common shares. As of June 30, 2020, the Company has issued approximately 8.1 million common shares under this ATM program, generating net proceeds of approximately €21 million.

8.Share-based payments

In 2014, an equity-settled share-based payment program was established by Affimed N.V. (ESOP 2014). Under this program, the Company granted awards to certain members of the Management Board, the Supervisory Board, non-employee consultants and employees.

Share based payments with service condition

The majority of the awards vest in instalments over three years and can be exercised up to 10 years after the grant date. In the three and six months ended June 30, 2020, the group granted 478,750 and 1,388,559 awards.  58,729 and 183,141 ESOP 2014 awards were cancelled or forfeited, and 197,007 options were exercised during the three and six months ended June 30, 2020. As of June 30, 2020, 8,315,978 ESOP 2014 options (December 31, 2019: 7,307,567) were outstanding, and 5,623,642 awards (December 31, 2019: 4,773,840) had vested. The options outstanding as of June 30, 2020 had an exercise price in the range of $1.30 to $13.47.

Share based payments with market condition

On April 20, 2018, Affimed issued 240,000 options, of which each grant consists of three tranches that vest when the volume-weighted average share price (measured based on Affimed closing share prices over the preceding fifteen trading days) reaches a certain hurdle ($6.15, $8.20 and $10.25). Fair value of the awards at grant date amounts to €133 ($164 thousand) and the contractual life time of the options was two years. No options were exercisable and the term of the options has been expired.

Share based payment expense

In the three and six months ended June 30, 2020, compensation expense of €684 and €1,410 was recognized affecting research and development expenses (€400 and €717) and general and administrative expenses (€284 and €693). In the three and six months ended June 30, 2019, compensation expense of €566 and €1,167 was recognized affecting research and development expenses (€231 and €500) and general and administrative expenses (€335 and €667).

Fair value measurement

The fair value of options was determined using the Black-Scholes valuation model. The

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significant inputs into the valuation model of share based payment grants with service conditions are as follows (weighted average):

	June 30, 2020	June 30, 2019
Fair value at grant date	$1.81	$2.11
Share price at grant date	$2.50	$3.04
Exercise price	$2.50	$3.04
Expected volatility	91%	82%
Expected life	5.90	5,83
Expected dividends	0.00	0.00
Risk-free interest rate	1.30%	2.14%

Expected volatility is estimated based on the observed daily share price returns of a peer group measured over a historic period equal to the expected life of the awards.

The risk-free interest rates are based on the yield to maturity of U.S. Treasury strips and German sovereign strips respectively (as best available indication for risk-free rates), for a term equal to the expected life, as measured as of the Grant Date.

9.Provisions

In 2019, the group recognized costs related to the termination of the AFM 11 program totalling to €1.4 million, whereof €0.9 million were already incurred in 2019. Estimated costs expected to be incurred in future periods were recognized in provisions (€0.5 million, December 31, 2019:  €0.5 million).

10.Borrowings

Silicon Valley Bank

On November 30, 2016, the Company entered into a loan agreement with Silicon Valley Bank (the “SVB loan”) which provides the Company with a senior secured term loan facility for up to €10.0 million, which agreement was amended in May 2017 to provide that such amount would be available in three tranches. In December 2016, the Company drew an initial tranche of €5.0 million and in May 2017, a second tranche of €2.5 million; the availability of a third tranche of €2.5 million expired in September 2017 with such amount remaining undrawn.

Finance costs comprise the interest rate of one-month EURIBOR plus an applicable margin of 5.5%, with a floor of 5.5%, related one-time legal and arrangement fees of €236 and a final payment fee equal to 10% of the total principal amount to be paid with

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the last instalment. Pursuant to the loan agreement, the Company also granted the lender 166,297 and 53,395 warrants with an exercise price of $2.00 and $2.30 per share, respectively. Each warrant can be used to purchase common shares of Affimed at the respective exercise price for a period of ten years from the date of grant. The fair value of the warrants of €192 less deferred taxes and transaction costs of €81 and €8, respectively, was recorded as an addition to capital reserves in the equity of Affimed. The fair value of the warrants was determined using the Black-Scholes-Merton valuation model, with an expected volatility of 75 to 80% and an expected exercise period of five years to exercise of the warrant. The contractual maturity of the warrants is ten years.

The loan is secured by a pledge of 100% of Company’s ownership interest in Affimed GmbH, all intercompany claims owed to Affimed N.V. by its subsidiaries, and collateral agreements for all bank accounts, inventory, trade receivables and other receivables of Affimed N.V. and Affimed GmbH recognized in the consolidated financial statements.

As of June 30, 2020 and December 31, 2019, the fair value of the liability did not differ significantly from its carrying amount (€947 and €2,013). Repayment started in December 2017 with amortized payments of principal and interest in equal monthly instalments. In April 2020, the Company agreed with Silicon Valley Bank to extend the original maturity date of May 31, 2020 by six months to November 30, 2020. The modification resulted in a gain of €62 recognized in finance income. As of June 30, 2020, €947 (December 31, 2019: €2,013) was classified as current liabilities.

UniCredit Leasing CZ

In April 2019, the Group entered into a loan agreement with UniCredit Leasing CZ for €562. After an initial instalment of €127 in the second quarter of 2019, repayment is effected in monthly instalments of €8 until November 2023. As of June 30, 2020, an amount of €323 (December 31, 2019: €368) was outstanding, of which €92 was classified as current liabilities (December 31, 2019: €93). As of June 30, 2020, the fair value of the liability did not differ significantly from its carrying amount.

11.Related parties

The supervisory directors of Affimed N.V. received compensation for their services on the supervisory board of €96 and €181 (€100 and €195) in the three and six months ended June 30, 2020 (2019), remuneration of managing directors and other key management personnel amounted to €593 and €1,198 (€708 and €1,414). The payments in the six months ended June 30, 2020 include payments following the death of our former Chief Financial Officer, Florian Fischer, amounting to €120.

The Company recognized share-based payment expenses of €17 and €53 (€19 and €40) for supervisory directors and €361 and €721 (€320 and €723) for managing directors and other key management personnel in the three and six months ended June 30, 2020 (2019).

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The following table provides the outstanding balances for management and supervisory board remuneration.

	Outstanding balances
	June 30, 2020	December 31, 2019
Adi Hoess	0	5
Wolfgang Fischer	0	1
Dr. Thomas Hecht	19	26
Berndt Modig	9	9
Ferdinand Verdonck	11	11
Dr. Ulrich Grau	17	21
Dr. Bernhard Ehmer	16	20
Mathieu Simon	8	9

12.Subsequent events

Upon the achievement of a clinical milestone in July 2020 under its ongoing strategic collaboration with Genentech, Affimed is eligible to receive a payment in an undisclosed amount.

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