Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 29, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Central Index Key | 0001621227 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37368 | |
Entity Registrant Name | ADAPTIMMUNE THERAPEUTICS PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Address, Address Line One | 60 Jubilee Avenue, Milton Park | |
Entity Address, City or Town | Abingdon, Oxfordshire | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | OX14 4RX | |
City Area Code | 44 | |
Local Phone Number | 1235 430000 | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share | |
Trading Symbol | ADAP | |
Security Exchange Name | NASDAQ | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 630,762,860 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 34,574 | $ 68,379 |
Marketable securities - available-for-sale debt securities | 98,832 | 136,755 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 | 3,809 | 192 |
Other current assets and prepaid expenses (including current portion of clinical materials) | 37,918 | 25,769 |
Total current assets | 175,133 | 231,095 |
Restricted cash | 4,403 | 4,097 |
Clinical materials | 2,690 | 3,953 |
Operating lease right-of-use assets, net of accumulated amortization | 21,507 | |
Property, plant and equipment, net of accumulated depreciation of $19,528 (2018: $15,924) | 33,722 | 36,118 |
Intangibles, net of accumulated amortization | 2,066 | 1,473 |
Total assets | 239,521 | 276,736 |
Current liabilities | ||
Accounts payable | 4,344 | 4,083 |
Operating lease liabilities, current | 2,338 | |
Accrued expenses and other accrued liabilities | 18,595 | 20,354 |
Deferred revenue | 3,016 | |
Total current liabilities | 28,293 | 24,437 |
Operating lease liabilities, non-current | 23,666 | |
Other liabilities, non-current | 571 | 5,414 |
Total liabilities | 52,530 | 29,851 |
Stockholders' equity | ||
Common stock - Ordinary shares par value ?0.001, 785,857,300 authorized and 630,672,578 issued and outstanding (2018: 701,103,126 authorized and 627,454,270 issued and outstanding) | 943 | 939 |
Additional paid in capital | 581,245 | 574,208 |
Accumulated other comprehensive loss | (8,199) | (9,763) |
Accumulated deficit | (386,998) | (318,499) |
Total stockholders' equity | 186,991 | 246,885 |
Total liabilities and stockholders' equity | $ 239,521 | $ 276,736 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2019£ / shares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018£ / shares | Dec. 31, 2018USD ($)shares |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 0 | $ 0 | ||
Property, plant and equipment, accumulated depreciation | $ | $ 19,528 | $ 15,924 | ||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | ||
Common stock, shares authorized | 785,857,300 | 701,103,126 | ||
Common stock, shares issued | 630,672,578 | 627,454,270 | ||
Common stock, shares outstanding | 630,672,578 | 627,454,270 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 157 | $ 9,038 | $ 157 | $ 17,234 |
Operating expenses | ||||
Research and development | (25,511) | (26,624) | (47,530) | (52,016) |
General and administrative | (10,148) | (11,291) | (21,921) | (22,495) |
Total operating expenses | (35,659) | (37,915) | (69,451) | (74,511) |
Operating loss | (35,502) | (28,877) | (69,294) | (57,277) |
Interest income | 757 | 540 | 1,709 | 1,199 |
Other expense, net | (6,277) | (15,406) | (847) | (8,276) |
Loss before income taxes | (41,022) | (43,743) | (68,432) | (64,354) |
Income taxes | (65) | (102) | (67) | (229) |
Net loss attributable to ordinary shareholders | $ (41,087) | $ (43,845) | $ (68,499) | $ (64,583) |
Net loss per ordinary share - Basic and diluted | ||||
Basic and diluted (in dollars per share) | $ (0.07) | $ (0.08) | $ (0.11) | $ (0.11) |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 629,355,975 | 565,197,217 | 628,655,278 | 563,804,832 |
Development revenue | ||||
Revenue | $ 157 | $ 9,038 | $ 157 | $ 17,234 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (41,087) | $ (43,845) | $ (68,499) | $ (64,583) |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments, net of tax of $0, $0, $0 and $0 | 4,842 | 6,107 | 1,299 | 3,582 |
Unrealized gains on available-for-sale debt securities | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax of $0, $0, $0 and $0 | 68 | 5,223 | 278 | 1,167 |
Reclassification adjustment for (gains) losses on available-for-sale debt securities included in net loss, net of tax of $0, $0, $0 and $0 | (13) | 1,310 | (13) | 2,473 |
Total comprehensive loss for the period | $ (36,190) | $ (31,205) | $ (66,935) | $ (57,361) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized holding gains on available-for-sale debt securities, tax | 0 | 0 | 0 | 0 |
Reclassification adjustment for losses on available-for-sale debt securities included in net loss, tax | $ 0 | $ 0 | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated foreign currency translation adjustments | Accumulated unrealized gains (losses) on available-for-sale debt securities | Accumulated deficit | Total |
Increase (Decrease) in Stockholders' Equity | ||||||
Cumulative effect of applying new accounting standards | $ 8,645 | $ 8,645 | ||||
Beginning balance as adjusted | $ 854 | $ 455,401 | $ (17,867) | $ (3,774) | (222,985) | 211,629 |
Beginning balance as adjusted, shares | 562,119,334 | |||||
Balance at the beginning of the period at Dec. 31, 2017 | $ 854 | 455,401 | (17,867) | (3,774) | (231,630) | 202,984 |
Balance at the beginning of the period, shares at Dec. 31, 2017 | 562,119,334 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (20,738) | (20,738) | ||||
Issuance of shares upon exercise of stock options | $ 4 | 1,530 | 1,534 | |||
Issuance of shares upon exercise of stock options (in shares) | 2,740,626 | |||||
Foreign currency translation adjustments | (2,525) | (2,525) | ||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | (4,056) | (4,056) | ||||
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net income, net of tax of $ | 1,163 | 1,163 | ||||
Share-based compensation expense | 4,672 | 4,672 | ||||
Balance at the end of the period at Mar. 31, 2018 | $ 858 | 461,603 | (20,392) | (6,667) | (243,723) | 191,679 |
Balance at the end of the period, shares at Mar. 31, 2018 | 564,859,960 | |||||
Balance at the beginning of the period at Dec. 31, 2017 | $ 854 | 455,401 | (17,867) | (3,774) | (231,630) | 202,984 |
Balance at the beginning of the period, shares at Dec. 31, 2017 | 562,119,334 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (64,583) | |||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | 1,167 | |||||
Balance at the end of the period at Jun. 30, 2018 | $ 860 | 466,229 | (14,285) | (134) | (287,568) | 165,102 |
Balance at the end of the period, shares at Jun. 30, 2018 | 566,496,400 | |||||
Balance at the beginning of the period at Mar. 31, 2018 | $ 858 | 461,603 | (20,392) | (6,667) | (243,723) | 191,679 |
Balance at the beginning of the period, shares at Mar. 31, 2018 | 564,859,960 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (43,845) | (43,845) | ||||
Issuance of shares upon exercise of stock options | $ 2 | 887 | 889 | |||
Issuance of shares upon exercise of stock options (in shares) | 1,636,440 | |||||
Foreign currency translation adjustments | 6,107 | 6,107 | ||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | 5,223 | 5,223 | ||||
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net income, net of tax of $ | 1,310 | 1,310 | ||||
Share-based compensation expense | 3,739 | 3,739 | ||||
Balance at the end of the period at Jun. 30, 2018 | $ 860 | 466,229 | (14,285) | (134) | (287,568) | 165,102 |
Balance at the end of the period, shares at Jun. 30, 2018 | 566,496,400 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 939 | 574,208 | (9,607) | (156) | (318,499) | $ 246,885 |
Balance at the beginning of the period, shares at Dec. 31, 2018 | 627,454,270 | 627,454,270 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (27,412) | $ (27,412) | ||||
Issuance of shares upon exercise of stock options | $ 1 | 35 | 36 | |||
Issuance of shares upon exercise of stock options (in shares) | 840,432 | |||||
Foreign currency translation adjustments | (3,543) | (3,543) | ||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | 210 | 210 | ||||
Share-based compensation expense | 3,479 | 3,479 | ||||
Balance at the end of the period at Mar. 31, 2019 | $ 940 | 577,722 | (13,150) | 54 | (345,911) | 219,655 |
Balance at the end of the period, shares at Mar. 31, 2019 | 628,294,702 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 939 | 574,208 | (9,607) | (156) | (318,499) | $ 246,885 |
Balance at the beginning of the period, shares at Dec. 31, 2018 | 627,454,270 | 627,454,270 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (68,499) | |||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | 278 | |||||
Balance at the end of the period at Jun. 30, 2019 | $ 943 | 581,245 | (8,308) | 109 | (386,998) | $ 186,991 |
Balance at the end of the period, shares at Jun. 30, 2019 | 630,672,578 | 630,672,578 | ||||
Balance at the beginning of the period at Mar. 31, 2019 | $ 940 | 577,722 | (13,150) | 54 | (345,911) | $ 219,655 |
Balance at the beginning of the period, shares at Mar. 31, 2019 | 628,294,702 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (41,087) | (41,087) | ||||
Issuance of shares upon exercise of stock options | $ 3 | 327 | 330 | |||
Issuance of shares upon exercise of stock options (in shares) | 2,377,876 | |||||
Foreign currency translation adjustments | 4,842 | 4,842 | ||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 | 68 | 68 | ||||
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net income, net of tax of $ | (13) | (13) | ||||
Share-based compensation expense | 3,196 | 3,196 | ||||
Balance at the end of the period at Jun. 30, 2019 | $ 943 | $ 581,245 | $ (8,308) | $ 109 | $ (386,998) | $ 186,991 |
Balance at the end of the period, shares at Jun. 30, 2019 | 630,672,578 | 630,672,578 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other comprehensive income (loss), available-for-sale securities, before reclassification adjustments, tax | ||||
Unrealized holding gains on available-for-sale debt securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net income, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (68,499,000) | $ (64,583,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,642,000 | 3,499,000 |
Amortization | 333,000 | 304,000 |
Share-based compensation expense | 6,675,000 | 8,411,000 |
Realized loss on available-for-sale debt securities | 2,473,000 | |
Realized (gain) loss on available-for-sale debt securities | (13,000) | |
Unrealized foreign exchange losses | 1,048,000 | 2,915,000 |
Other | (153,000) | 16,000 |
Changes in operating assets and liabilities: | ||
Increase in receivables and other operating assets | (16,851,000) | (11,602,000) |
Decrease in non-current operating assets | 1,263,000 | 87,000 |
Increase (decrease) in payables and deferred revenue | 2,184,000 | (24,162,000) |
Net cash used in operating activities | (70,371,000) | (82,642,000) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (1,202,000) | (3,139,000) |
Acquisition of intangibles | (922,000) | (10,000) |
Maturity or redemption of marketable securities | 54,324,000 | 70,717,000 |
Investment in marketable securities | (15,983,000) | (33,556,000) |
Net cash provided by investing activities | 36,217,000 | 34,012,000 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 366,000 | 2,424,000 |
Net cash provided by financing activities | 366,000 | 2,424,000 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | 289,000 | 4,417,000 |
Net decrease in cash and cash equivalents | (33,499,000) | (41,789,000) |
Cash, cash equivalents and restricted cash at start of period | 72,476,000 | 88,296,000 |
Cash, cash equivalents and restricted cash at end of period | $ 38,977,000 | $ 46,507,000 |
General
General | 6 Months Ended |
Jun. 30, 2019 | |
General | |
General | Note 1 — General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX, United Kingdom. Adaptimmune Therapeutics plc and its subsidiaries (collectively “Adaptimmune” or the “Company”) is a clinical-stage biopharmaceutical company primarily focused on providing novel cell therapies to patients, particularly for the treatment of solid tumors. The Company’s proprietary SPEAR (Specific Peptide Enhanced Affinity Receptor) T-cell platform enables it to identify cancer targets, find and genetically engineer T-cell receptors (“TCRs”), and produce therapeutic candidates (“SPEAR T-cells”) for administration to patients. Using its affinity engineered TCRs, the Company aims to become the first company to have a TCR T-cell approved for the treatment of a solid tumor indication. The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage of clinical development including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical programs, the need to obtain marketing approval for its SPEAR T-cells, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s SPEAR T-cells, the need to develop a suitable commercial manufacturing process and protection of proprietary technology. If the Company does not successfully commercialize any of its SPEAR T-cells, it will be unable to generate product revenue or achieve profitability. The Company had an accumulated deficit of $387.0 million as of June 30, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies (a) Basis of presentation The condensed consolidated interim financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The unaudited condensed consolidated interim financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2019 (the “Annual Report”). The balance sheet as of December 31, 2018 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. On January 1, 2019, the Company adopted new guidance on the accounting for leases, which has been codified within Accounting Standard Codification Topic 842, Leases (“ASC 842”). The Company has adopted the guidance using the modified retrospective approach, with the cumulative effect of initially applying the guidance recognized as an adjustment to the opening balance of equity at January 1, 2019. Therefore, the comparative financial information for the three and six months ended June 30, 2018 and as of December 31, 2018 has not been restated and continues to be reported under previous guidance. The effect of adopting ASC 842 on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. (b) Use of estimates in interim financial statements The preparation of interim financial statements, in conformity with U.S. GAAP and SEC regulations, 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 - Unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 8, Fair value measurements. (d) Leases On January 1, 2019, the Company adopted a new standard, Accounting Standard Update 2016-02 – Leases, which is codified in ASC 842. The comparative financial information for the three and six months ended June 30, 2018 and as of December 31, 2018 has not been restated and is prepared in accordance with the accounting policies that are described in Note 2 to the consolidated financial statements included in the Annual Report. The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases as they were previously classed as these and the lease classification is not reassessed on adoption of ASC 842. Operating lease right-of-use (ROU) assets and operating lease liabilities recognized in the Condensed Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it is assumed that the lease will be terminated. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which the obligation occurs. At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease agreements. The right-of-use asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs. The Company has operating leases in relation to property for office and research facilities. All of the leases have termination options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term without activation of termination options is to 2041. The Company has elected not to recognize a right-of-use asset and lease liability for short-term leases. A short-term lease is a lease with a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Operating lease costs are recognized on a straight line basis over the lease term, and they are categorized within Research and development and General and administrative expenses in the Condensed Consolidated Statement of Operations. The operating lease cash flows are categorized under Net cash used in operating activities in the Condensed Consolidated Statement of Cash Flows. (e ) New accounting pronouncements Adopted in the period Leases On January 1, 2019, the Company adopted The adoption of ASC 842 has had a material impact on the Company’s financial statements. At January 1, 2019 the Company recognized right-of-use assets and liabilities for operating leases following the adoption date of $22.2 million and $26.9 million respectively and derecognized $4.7 million of other liabilities and prepayments that had been recognized under previous guidance. During the three months ended June 30, 2019, management performed further benchmarking of the incremental borrowing rate used in the determination of the right-of-use asset and the lease liability as more information became publicly available. This has highlighted that the Company is at the lower end of the range for comparable companies and as a result, management performed further analysis of the factors which were considered. Based on this additional analysis, the incremental borrowing rate has increased from a weighted-average of 4.65% to 7.2%. The change in the incremental borrowing rate has reduced the right-of-use asset and corresponding lease liability by $2.6 million. There is no impact on the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. To be adopted in future periods Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit losses, which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-15 – Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-13 – Fair Value Measurement (Topic 820) - Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted. Certain amendments apply prospectively with the all other amendments applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue | |
Revenue | Note 3 — Revenue Revenue from contracts with customers arises from one customer, which is GlaxoSmithKline (“GSK”), in one geographic location, which is the United Kingdom. Revenue comprises the following categories (in thousands): Three months ended Three months ended Six months ended Six months ended June 30, June 30, June 30, June 30, 2019 2018 2019 2018 Development $ 157 $ 9,038 $ 157 $ 17,234 $ 157 $ 9,038 $ 157 $ 17,234 The Company has one contract with a customer, which is the GSK Collaboration and License Agreement. The GSK Collaboration and License Agreement consists of multiple performance obligations. In 2019, GSK nominated a third target under the Collaboration and License Agreement. Development of this target commenced during the three months ended June 30, 2019. The amount of the transaction price probable of being received that is allocated to performance obligations that are unsatisfied or partially satisfied at June 30, 2019 was $3.0 million. The revenue allocated to the third target program will be recognized over an estimated period of 18 months as the development of the target progresses. The Company became entitled to invoice GSK $3.2 million upon the nomination of the third target. Under the terms of the GSK Collaboration and License Agreement, the Company may also be entitled to development and regulatory milestones. The development and regulatory milestones are per product milestones and are dependent on achievement of certain obligations, the nature of the product being developed, stage of development of product, territory in which an obligation is achieved and type of indication or indications in relation to which the product is being developed. In addition, for any program multiple products may be developed to address different HLA-types. These amounts have not been included within the transaction price as of June 30, 2019 because they are not considered probable. The Company may also receive commercialization milestones upon the first commercial sale of a product based on the indication and the territory and mid-single to low double-digit royalties on worldwide net sales. These amounts have not been included within the transaction price as of June 30, 2019 because they are sales or usage-based royalties promised in exchange for a license of intellectual property, which will be recognized when the subsequent sale or usage occurs. Development revenue recognized in the three and six months ended June 30, 2018 related to development of the second target program, PRAME, which ended in 2018, and the NY-ESO program, which was transferred to GSK on July 23, 2018. The following table shows movements in deferred revenue for the six months ended June 30, 2019 (in thousands): Deferred revenue Deferred revenue at January 1, 2019 $ — Revenue in the period (157) Amounts invoiced in the period 3,217 Foreign exchange arising on consolidation (44) Deferred revenue at June 30, 2019 $ 3,016 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2019 | |
Operating leases | |
Operating leases | Note 4 – Operating leases The following table shows the lease costs for the three and six months ended June 30, 2019 (in thousands): Three months ended Six months ended June 30, June 30, 2019 2019 Lease cost: Operating lease cost $ 1,024 $ 2,014 Short-term lease cost 121 168 $ 1,145 $ 2,182 Six months ended June 30, 2019 Other information: Operating cash flows from operating leases (in thousands) $ 2,194 June 30, 2019 Weighted-average remaining lease term - operating leases years Weighted-average discount rate - operating leases 7.2% The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,037 2020 4,110 2021 4,153 2022 4,158 2023 3,918 after 2023 16,302 Total lease payments 34,678 Less: Imputed interest (8,674) Present value of lease liability $ 26,004 The Company has operating leases in relation to property for office and research facilities. The maximum lease term without activation of termination options is to 2041. |
Other expense, net
Other expense, net | 6 Months Ended |
Jun. 30, 2019 | |
Other expense, net | |
Other income, net | Note 5 — Other expense, net Other expense, net consisted of the following (in thousands): Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Foreign exchange losses $ (6,403) $ (14,022) $ (1,013) $ (5,605) Gains (losses) on redemption or maturity of available-for-sale debt securities 13 (1,310) 13 (2,473) Other 113 (74) 153 (198) $ (6,277) $ (15,406) $ (847) $ (8,276) |
Loss per share
Loss per share | 6 Months Ended |
Jun. 30, 2019 | |
Loss per share | |
Loss per share | Note 6 — Loss per share The dilutive effect of 97,292,240 and 87,434,329 stock options outstanding as of June 30, 2019 and 2018, respectively, have been excluded from the diluted loss per share calculation, because they would have an antidilutive effect on the loss per share for the period. |
Accumulated other comprehensive
Accumulated other comprehensive income (loss) | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated other comprehensive income (loss) | |
Accumulated other comprehensive income (loss) | Note 7 — Accumulated other comprehensive income (loss) The following amounts were reclassified out of other comprehensive income during the three and six months ended June 30, 2019 and 2018 (in thousands): Amount reclassified Amount reclassified Three months ended Three months ended Six months ended Six months ended June 30, June 30, June 30, June 30, Component of accumulated other comprehensive income 2019 2018 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 1,310 $ (13) $ 2,473 The affected line in the Condensed Consolidated Statement of Operations for the amounts reclassified out of other comprehensive income above is “Other expense, net”. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair value measurements | |
Fair value measurements | Note 8 — Fair value measurements Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of June 30, 2019 are as follows (in thousands): Fair value measurements using June 30, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 91,831 $ 91,831 $ — $ — Agency bond 3,999 — 3,999 — Certificate of deposit 3,002 — 3,002 — $ 98,832 $ 91,831 $ 7,001 $ — The Company estimates the fair value of available-for-sale debt securities with the aid of a third party valuation service, which uses actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observed market prices are not available (for example securities with short maturities and infrequent secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates. |
Available-for-sale debt securit
Available-for-sale debt securities | 6 Months Ended |
Jun. 30, 2019 | |
Available-for-sale debt securities | |
Available-for-sale debt securities | Note 9 — Available-for-sale debt securities As of June 30, 2019, the Company has the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Remaining Amortized Unrealized Unrealized Estimated Contractual Maturity Cost Gains Losses Fair Value Cash equivalents: Money market funds Less than 3 months $ 10,241 $ — $ — $ 10,241 $ 10,241 $ — $ — $ 10,241 Marketable securities: Corporate debt securities Less than 3 months $ 35,703 $ 18 $ — $ 35,721 Corporate debt securities 3 months to 1 year 56,027 85 (2) 56,110 Agency bond 3 months to 1 year 3,992 7 — 3,999 Certificate of deposit Less than 3 months 3,002 — — 3,002 $ 98,724 $ 110 $ (2) $ 98,832 Maturity information above is categorized by the period remaining after the reporting period until the maturity date. In the three and six months ended June 30, 2019, $13,000 of realized gains recognized on the maturity of available-for-sale debt securities were reclassified out of other accumulated other comprehensive loss. As of June 30, 2019 and December 31, 2018, the aggregate fair value of securities held by the Company in an unrealized loss position was $9.6 million and $117.2 million respectively, which consisted of 3 and 37 separate securities, respectively. No securities have been in an unrealized loss position for more than one year. As of June 30, 2019, the securities in an unrealized loss position are not considered to be other than temporarily impaired because the impairments are not severe, have been for a short duration and are due to normal market fluctuations. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position and it is unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2019 | |
Other current assets | |
Other current assets | Note 10 — Other current assets Other current assets consisted of the following (in thousands): June 30, December 31, 2019 2018 Corporate tax receivable $ 26,328 $ 16,459 Prepayments 8,600 6,279 Clinical materials 1,755 1,087 VAT receivable 636 1,505 Other current assets 599 439 $ 37,918 $ 25,769 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 11 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2019 2018 Accrued clinical & development expenditure $ 9,769 $ 9,637 Accrued employee expenses 5,678 7,553 Other accrued expenditure 2,739 2,422 Other 409 742 $ 18,595 $ 20,354 |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based compensation | |
Share-based compensation | Note 12 — Share-based compensation The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (in thousands): Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Research and development $ 786 $ 2,071 $ 2,807 $ 4,285 General and administrative 2,410 2,008 3,868 4,126 $ 3,196 $ 4,079 $ 6,675 $ 8,411 The following table shows information about share options and options which have a nominal exercise price (similar to restricted stock units (RSUs)) granted: Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Number of options over ordinary shares granted 936,696 1,435,685 11,743,896 11,430,341 Weighted average fair value of ordinary shares options $ 0.39 $ 1.18 $ 0.54 $ 0.80 Number of additional options with a nominal exercise price granted 459,240 151,056 6,957,366 6,703,692 Weighted average fair value of options with a nominal exercise price $ 0.70 1.88 $ 0.93 $ 1.35 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The condensed consolidated interim financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The unaudited condensed consolidated interim financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2019 (the “Annual Report”). The balance sheet as of December 31, 2018 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. On January 1, 2019, the Company adopted new guidance on the accounting for leases, which has been codified within Accounting Standard Codification Topic 842, Leases (“ASC 842”). The Company has adopted the guidance using the modified retrospective approach, with the cumulative effect of initially applying the guidance recognized as an adjustment to the opening balance of equity at January 1, 2019. Therefore, the comparative financial information for the three and six months ended June 30, 2018 and as of December 31, 2018 has not been restated and continues to be reported under previous guidance. The effect of adopting ASC 842 on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. |
Use of estimates in financial statements | (b) Use of estimates in interim financial statements The preparation of interim financial statements, in conformity with U.S. GAAP and SEC regulations, 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 - Unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 8, Fair value measurements. |
Fair value measurements | (c) Fair value measurements |
Leases | (d) Leases |
New accounting pronouncements | (e ) New accounting pronouncements Adopted in the period Leases On January 1, 2019, the Company adopted The adoption of ASC 842 has had a material impact on the Company’s financial statements. At January 1, 2019 the Company recognized right-of-use assets and liabilities for operating leases following the adoption date of $22.2 million and $26.9 million respectively and derecognized $4.7 million of other liabilities and prepayments that had been recognized under previous guidance. |
Correction of an immaterial error to the incremental borrowing rate | During the three months ended June 30, 2019, management performed further benchmarking of the incremental borrowing rate used in the determination of the right-of-use asset and the lease liability as more information became publicly available. This has highlighted that the Company is at the lower end of the range for comparable companies and as a result, management performed further analysis of the factors which were considered. Based on this additional analysis, the incremental borrowing rate has increased from a weighted-average of 4.65% to 7.2%. The change in the incremental borrowing rate has reduced the right-of-use asset and corresponding lease liability by $2.6 million. There is no impact on the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. To be adopted in future periods Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit losses, which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-15 – Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-13 – Fair Value Measurement (Topic 820) - Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted. Certain amendments apply prospectively with the all other amendments applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,037 2020 4,110 2021 4,153 2022 4,158 2023 3,918 after 2023 16,302 Total lease payments 34,678 Less: Imputed interest (8,674) Present value of lease liability $ 26,004 The Company has operating leases in relation to property for office and research facilities. The maximum lease term without activation of termination options is to 2041. |
Schedule of amounts reclassified out of other comprehensive income | The following amounts were reclassified out of other comprehensive income during the three and six months ended June 30, 2019 and 2018 (in thousands): Amount reclassified Amount reclassified Three months ended Three months ended Six months ended Six months ended June 30, June 30, June 30, June 30, Component of accumulated other comprehensive income 2019 2018 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 1,310 $ (13) $ 2,473 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue | |
Schedule of movements in deferred revenue | The following table shows movements in deferred revenue for the six months ended June 30, 2019 (in thousands): Deferred revenue Deferred revenue at January 1, 2019 $ — Revenue in the period (157) Amounts invoiced in the period 3,217 Foreign exchange arising on consolidation (44) Deferred revenue at June 30, 2019 $ 3,016 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Operating leases | |
Schedule of lease cost | The following table shows the lease costs for the three and six months ended June 30, 2019 (in thousands): Three months ended Six months ended June 30, June 30, 2019 2019 Lease cost: Operating lease cost $ 1,024 $ 2,014 Short-term lease cost 121 168 $ 1,145 $ 2,182 Six months ended June 30, 2019 Other information: Operating cash flows from operating leases (in thousands) $ 2,194 June 30, 2019 Weighted-average remaining lease term - operating leases years Weighted-average discount rate - operating leases 7.2% |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,037 2020 4,110 2021 4,153 2022 4,158 2023 3,918 after 2023 16,302 Total lease payments 34,678 Less: Imputed interest (8,674) Present value of lease liability $ 26,004 The Company has operating leases in relation to property for office and research facilities. The maximum lease term without activation of termination options is to 2041. |
Other expense, net (Tables)
Other expense, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other expense, net | |
Schedule of other expense, net | Other expense, net consisted of the following (in thousands): Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Foreign exchange losses $ (6,403) $ (14,022) $ (1,013) $ (5,605) Gains (losses) on redemption or maturity of available-for-sale debt securities 13 (1,310) 13 (2,473) Other 113 (74) 153 (198) $ (6,277) $ (15,406) $ (847) $ (8,276) |
Accumulated other comprehensi_2
Accumulated other comprehensive income (loss) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated other comprehensive income (loss) | |
Schedule of amounts reclassified out of other comprehensive income | The following amounts were reclassified out of other comprehensive income during the three and six months ended June 30, 2019 and 2018 (in thousands): Amount reclassified Amount reclassified Three months ended Three months ended Six months ended Six months ended June 30, June 30, June 30, June 30, Component of accumulated other comprehensive income 2019 2018 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 1,310 $ (13) $ 2,473 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair value measurements | |
Summary of fair value of assets and liabilities on a recurring basis based on fair value measurement criteria | Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of June 30, 2019 are as follows (in thousands): Fair value measurements using June 30, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 91,831 $ 91,831 $ — $ — Agency bond 3,999 — 3,999 — Certificate of deposit 3,002 — 3,002 — $ 98,832 $ 91,831 $ 7,001 $ — |
Available-for-sale debt secur_2
Available-for-sale debt securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Available-for-sale debt securities | |
Schedule of investments in available-for-sale debt securities | As of June 30, 2019, the Company has the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Remaining Amortized Unrealized Unrealized Estimated Contractual Maturity Cost Gains Losses Fair Value Cash equivalents: Money market funds Less than 3 months $ 10,241 $ — $ — $ 10,241 $ 10,241 $ — $ — $ 10,241 Marketable securities: Corporate debt securities Less than 3 months $ 35,703 $ 18 $ — $ 35,721 Corporate debt securities 3 months to 1 year 56,027 85 (2) 56,110 Agency bond 3 months to 1 year 3,992 7 — 3,999 Certificate of deposit Less than 3 months 3,002 — — 3,002 $ 98,724 $ 110 $ (2) $ 98,832 |
Other current assets (Tables)
Other current assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): June 30, December 31, 2019 2018 Corporate tax receivable $ 26,328 $ 16,459 Prepayments 8,600 6,279 Clinical materials 1,755 1,087 VAT receivable 636 1,505 Other current assets 599 439 $ 37,918 $ 25,769 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2019 2018 Accrued clinical & development expenditure $ 9,769 $ 9,637 Accrued employee expenses 5,678 7,553 Other accrued expenditure 2,739 2,422 Other 409 742 $ 18,595 $ 20,354 |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based compensation | |
Summary of share-based compensation expense included in the unaudited consolidated statements of operations | The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (in thousands): Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Research and development $ 786 $ 2,071 $ 2,807 $ 4,285 General and administrative 2,410 2,008 3,868 4,126 $ 3,196 $ 4,079 $ 6,675 $ 8,411 |
Summary of share options and options which have a nominal exercise price | The following table shows information about share options and options which have a nominal exercise price (similar to restricted stock units (RSUs)) granted: Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Number of options over ordinary shares granted 936,696 1,435,685 11,743,896 11,430,341 Weighted average fair value of ordinary shares options $ 0.39 $ 1.18 $ 0.54 $ 0.80 Number of additional options with a nominal exercise price granted 459,240 151,056 6,957,366 6,703,692 Weighted average fair value of options with a nominal exercise price $ 0.70 1.88 $ 0.93 $ 1.35 |
General (Details)
General (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
General | ||
Accumulated deficit | $ 386,998 | $ 318,499 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | ||
Cumulative effect of applying new accounting standards | $ 0 | $ 8,645 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Leases - General Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 | Dec. 31, 2017 |
Cumulative effect of applying new accounting standards | $ 0 | $ 8,645 | |
Operating lease right-of-use assets | $ 21,507 | ||
Operating lease liability | $ 26,004 | ||
ASU 2016-02 | Restatement Adjustment | |||
Operating lease right-of-use assets | 22,200 | ||
Operating lease liability | 26,900 | ||
Decrease in other liabilities and prepayments | $ 4,700 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Leases - Cash Flow and cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Summary of Significant Accounting Policies | ||
Operating cash flows from operating leases (in thousands) | $ 2,194 | |
Operating lease cost | $ 1,024 | 2,014 |
Short-term lease cost | $ 121 | $ 168 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Leases - Balance Sheet Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Summary of Significant Accounting Policies | |
Operating lease right-of-use assets | $ 21,507 |
Operating lease liabilities, current | (2,338) |
Operating lease liabilities, non-current | $ (23,666) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Correction of an immaterial error (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Weighted average borrowing rate | 7.20% | 4.65% |
Reduction in right-of-use asset | $ 2.6 | |
Reduction in lease liability | $ 2.6 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)customer | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)locationcontractcustomer | Jun. 30, 2018USD ($) | |
Revenue | ||||
Revenue, Product and Service [Extensible List] | adap:DevelopmentAndServiceMember | adap:DevelopmentAndServiceMember | adap:DevelopmentAndServiceMember | adap:DevelopmentAndServiceMember |
Revenue | $ 157 | $ 9,038 | $ 157 | $ 17,234 |
Contract assets, liability and receivables | ||||
Transaction price | $ 3,000 | |||
Revenue recognition period | 18 months | |||
Revenue recognized in the period | $ 3,200 | |||
Change in contract with customer, liability | ||||
Revenue in the period | (157) | (9,038) | (157) | (17,234) |
Amounts invoiced in the period | 3,217 | |||
Foreign exchange arising on consolidation | (44) | |||
Deferred revenue at end of the period | 3,016 | 3,016 | ||
Development revenue | ||||
Revenue | ||||
Revenue | 157 | 9,038 | 157 | 17,234 |
Change in contract with customer, liability | ||||
Revenue in the period | $ (157) | $ (9,038) | $ (157) | $ (17,234) |
GlaxoSmithKline Intellectual Property Development Ltd | ||||
Revenue | ||||
Number of customers | customer | 1 | 1 | ||
Number of geographic locations | location | 1 | |||
Number of contracts with customers | contract | 1 | |||
Contract assets, liability and receivables | ||||
Number of customers | customer | 1 | 1 |
Operating Leases (Details)-Leas
Operating Leases (Details)-Lease Cost $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Operating leases | ||
Operating lease cost | $ 1,024 | $ 2,014 |
Short-term lease cost | 121 | 168 |
Total | $ 1,145 | 2,182 |
Operating cash flows from operating leases (in thousands) | $ 2,194 | |
Weighted-average remaining lease term - operating leases | 7 years 9 months 18 days | 7 years 9 months 18 days |
Weighted-average discount rate - operating leases | 7.20% | 7.20% |
Operating Leases (Details)-Matu
Operating Leases (Details)-Maturities $ in Thousands | Jun. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 | $ 2,037 |
2020 | 4,110 |
2021 | 4,153 |
2022 | 4,158 |
2023 | 3,918 |
after 2023 | 16,302 |
Total lease payments | 34,678 |
Less: Imputed interest | (8,674) |
Present value of lease liability | $ 26,004 |
Other expense, net (Details)
Other expense, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other expense, net | ||||
Foreign exchange losses | $ (6,403,000) | $ (14,022,000) | $ (1,013,000) | $ (5,605,000) |
Gains (losses) on redemption or maturity of available-for-sale debt securities | 13,000 | 13,000 | ||
Gains (losses) on redemption or maturity of available-for-sale debt securities | (1,310,000) | (2,473,000) | ||
Other | 113,000 | (74,000) | 153,000 | (198,000) |
Other income, net | $ (6,277,000) | $ (15,406,000) | $ (847,000) | $ (8,276,000) |
Loss per share - Antidilutive s
Loss per share - Antidilutive securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share options | ||
Antidilutive securities | ||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 97,292,240 | 87,434,329 |
Accumulated other comprehensi_3
Accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated other comprehensive income (loss) | ||||
Reclassification adjustment for (gains) losses on available-for-sale debt securities | $ (13) | $ 1,310 | $ (13) | $ 2,473 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 98,832 | $ 136,755 |
Recurring basis | ||
Marketable securities: | ||
Corporate debt securities | 91,831 | |
Agency bond | 3,999 | |
Certificate of deposit | 3,002 | |
Available-for-sale securities, Debt Securities, Current, Total | 98,832 | |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Corporate debt securities | 91,831 | |
Available-for-sale securities, Debt Securities, Current, Total | 91,831 | |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Agency bond | 3,999 | |
Certificate of deposit | 3,002 | |
Available-for-sale securities, Debt Securities, Current, Total | $ 7,001 |
Available-for-sale debt secur_3
Available-for-sale debt securities (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)security | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)security | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Realized (gain) on available-for-sale debt securities | $ 13,000 | $ 13,000 | |||
Realized loss on available-for-sale debt securities | $ 1,310,000 | $ 2,473,000 | |||
Fair market value of investments in an unrealized loss position | $ 9,600,000 | $ 9,600,000 | $ 117,200,000 | ||
Number of debt securities | security | 3 | 3 | 37 | ||
Number of available-for-sale securities in an unrealized loss position for more than one year | security | 0 | 0 | |||
Cash equivalents | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | $ 10,241,000 | $ 10,241,000 | |||
Aggregate estimated fair value | 10,241,000 | 10,241,000 | |||
Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 98,724,000 | 98,724,000 | |||
Gross unrealized gains | 110,000 | 110,000 | |||
Gross unrealized losses | (2,000) | (2,000) | |||
Aggregate estimated fair value | 98,832,000 | 98,832,000 | |||
Corporate Debt Securities Maturity Period Less Than Three Months | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 35,703,000 | 35,703,000 | |||
Gross unrealized gains | 18,000 | 18,000 | |||
Aggregate estimated fair value | 35,721,000 | 35,721,000 | |||
Money Market Funds Maturity Period Less Than Three Months | Cash equivalents | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 10,241,000 | 10,241,000 | |||
Aggregate estimated fair value | 10,241,000 | 10,241,000 | |||
Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 56,027,000 | 56,027,000 | |||
Gross unrealized gains | 85,000 | 85,000 | |||
Gross unrealized losses | (2,000) | (2,000) | |||
Aggregate estimated fair value | 56,110,000 | 56,110,000 | |||
Agency Bond Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 3,992,000 | 3,992,000 | |||
Gross unrealized gains | 7,000 | 7,000 | |||
Aggregate estimated fair value | 3,999,000 | 3,999,000 | |||
Certificate of Deposit Maturity Period Less Than Three Months | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized cost | 3,002,000 | 3,002,000 | |||
Aggregate estimated fair value | $ 3,002,000 | $ 3,002,000 | |||
Minimum | Money Market Funds Maturity Period Less Than Three Months | Cash equivalents | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 3 years | ||||
Minimum | Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 3 months | ||||
Minimum | Agency Bond Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 3 months | ||||
Minimum | Certificate of Deposit Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 3 months | ||||
Maximum | Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 1 year | ||||
Maximum | Agency Bond Maturity Period Three Months To One Year | Marketable securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available For Sale Securities Debt Maturity Period | 1 year |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Other current assets | ||
Corporate tax receivable | $ 26,328 | $ 16,459 |
Prepayments | 8,600 | 6,279 |
Clinical materials | 1,755 | 1,087 |
VAT receivable | 636 | 1,505 |
Other current assets | 599 | 439 |
Total | $ 37,918 | $ 25,769 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 9,769 | $ 9,637 |
Accrued employee expenses | 5,678 | 7,553 |
Other accrued expenditure | 2,739 | 2,422 |
Other | 409 | 742 |
Total | $ 18,595 | $ 20,354 |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 3,196 | $ 4,079 | $ 6,675 | $ 8,411 |
Research and development | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | 786 | 2,071 | 2,807 | 4,285 |
General and administrative | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 2,410 | $ 2,008 | $ 3,868 | $ 4,126 |
Share-based compensation - Opti
Share-based compensation - Options (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based compensation | ||||
Number of options granted (in shares) | 936,696 | 1,435,685 | 11,743,896 | 11,430,341 |
Weighted average fair value (in dollars per share) | $ 0.39 | $ 1.18 | $ 0.54 | $ 0.80 |
Number of additional options with a nominal exercise price granted | 459,240 | 151,056 | 6,957,366 | 6,703,692 |
Weighted average fair value of options with a nominal exercise price | $ 0.70 | $ 1.88 | $ 0.93 | $ 1.35 |