adpt-8k_20200226.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2020

 

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington

001-38957

27-0907024

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1551 Eastlake Avenue East, Suite 200,

Seattle, Washington

 

98102

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 659-0067

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.0001 per share

 

ADPT

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

Item 2.02

Results of Operations and Financial Condition.

 

On February 26, 2020, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter and fiscal year ended December 31, 2019. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press Release dated February 26, 2020

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Adaptive Biotechnologies Corporation

 

 

 

 

Date: February 26, 2020

 

By:

/s/ Chad Cohen

 

 

 

Chad Cohen

 

 

 

Chief Financial Officer

 

 

 

adpt-ex991_19.htm

EXHIBIT 99.1

Adaptive Biotechnologies Reports Fourth Quarter and Full Year 2019 Financial Results

 

 

SEATTLE, Feb. 26, 2020 (GLOBE NEWSWIRE) – Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, today reported financial results for the fourth quarter and full year ended December 31, 2019.

 

“During 2019, we drove strong topline growth in our commercial products and made critical progress advancing our clinical product pipeline,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “Looking ahead to 2020, we will continue to build our commercial infrastructure while also expanding the R&D resources required for immunoSEQ Dx and our Genentech alliance. We are confident that the scale with which we are able to map immune receptors to clinically relevant antigens will continue to advance the field of immune-driven medicine.”

 

Recent Highlights

 

Revenue of $24.2 million for the fourth quarter and $85.1 million for the full year of 2019, representing 41% and 53% increases, respectively, over the corresponding periods in 2018

Clinical tests for clonoSEQ increased 66% to 3,218 clinical tests in the fourth quarter of 2019, compared to the fourth quarter 2018

Initiated two additional pharma partnerships with AbbVie and Genentech to measure MRD using the clonoSEQ assay as a clinical trial endpoint to potentially accelerate the development of venetoclax

Delivered a data package to Genentech for the company’s first selected T-cell receptor candidate that targets a shared cancer antigen expressed in multiple solid tumors

 

Fourth Quarter 2019 Financial Results

Revenue was $24.2 million for the quarter ended December 31, 2019, representing a 41% increase from the fourth quarter in the prior year. Sequencing revenue was $13.9 million for the quarter, representing a 33% increase from the fourth quarter in the prior year. Development revenue increased to $10.3 million for the quarter, representing a 53% increase from the fourth quarter in the prior year.

Operating expenses were $48.4 million for the fourth quarter of 2019, compared to $31.3 million in the fourth quarter of the prior year, representing an increase of 54%.

 

Net loss was $20.6 million for the fourth quarter of 2019, compared to $13.3 million for the same period in 2018.

 

Adjusted EBITDA (non-GAAP) was a loss of $18.7 million for the fourth quarter of 2019, compared to a loss of $9.5 million for the fourth quarter of the prior year.

 


Full Year 2019 Financial Results

Revenue was $85.1 million for the year ended December 31, 2019, representing a 53% increase from the prior year. Sequencing revenue was $43.5 million in 2019, representing a 32% increase from 2018. Development revenue increased to $41.6 million in 2019, representing an 83% increase from the prior year.

Operating expenses for 2019 were $163.5 million, compared to $105.4 million for 2018, representing an increase of 55%.

 

Net loss was $68.6 million in 2019, compared to $46.4 million in 2018.

 

Adjusted EBITDA (non-GAAP) was a loss of $57.5 million for 2019, compared to a loss of $32.6 million in the prior year.

 

Cash, cash equivalents and marketable securities was $682.3 million as of December 31, 2019.

 

2020 Financial Guidance

Management will provide the 2020 revenue outlook on the conference call scheduled to discuss the 2019 financial results.

 

Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its fourth quarter and full year 2019 financial results after market close on Wednesday, February 26, 2020 at 4:30 PM Eastern Time. The conference call can be accessed live over the phone (800) 361-2311 for U.S. callers or (409) 937-8761 for international callers (Conference ID: 8845168). The webcast can be accessed at http://investors.adaptivebiotech.com.

About Adaptive Biotechnologies

Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed to develop products in life sciences research, clinical diagnostics and drug discovery. We have two commercial products, and a robust clinical pipeline to diagnose, monitor and enable the treatment of diseases such as cancer, autoimmune conditions and infectious diseases. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient. For more information, please visit adaptivebiotech.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts, and other matters regarding our business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations.  


 

In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

 

Use of Non-GAAP Financial Measure

 

This press release includes references to Adjusted EBITDA, which is a non-GAAP financial measure that we define as net loss adjusted for interest and other income, net, income tax benefit (expense), depreciation and amortization and share-based compensation expenses. We have provided a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA at the end of this press release.

Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and it facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

Adjusted EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA does not reflect:

• all expenditures or future requirements for capital expenditures or contractual commitments;

• changes in our working capital needs;

• income tax expense (benefit), which may be a necessary element of our costs and ability to operate;

• the costs of replacing the assets being depreciated and amortized, which will often have to be replaced in the future;

• the non-cash component of employee compensation expense; and

• the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.

In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.


Investor Contact

Carrie Mendivil

investors@adaptivebiotech.com

 

Media Contact

 

Beth Keshishian

media@adaptivebiotech.com

 


 

Adaptive Biotechnologies

Condensed Statements of Operations

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended

December 31,

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sequencing revenue

 

$

13,888

 

 

$

10,454

 

 

$

43,519

 

 

$

32,978

 

Development revenue

 

 

10,321

 

 

 

6,738

 

 

 

41,552

 

 

 

22,685

 

Total revenue

 

 

24,209

 

 

 

17,192

 

 

 

85,071

 

 

 

55,663

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

5,951

 

 

 

5,275

 

 

 

22,274

 

 

 

19,668

 

Research and development

 

 

21,189

 

 

 

11,067

 

 

 

70,705

 

 

 

39,157

 

Sales and marketing

 

 

12,640

 

 

 

8,071

 

 

 

38,453

 

 

 

24,486

 

General and administrative

 

 

8,189

 

 

 

6,495

 

 

 

30,332

 

 

 

20,409

 

Amortization of intangible assets

 

 

428

 

 

 

428

 

 

 

1,698

 

 

 

1,699

 

Total operating expenses

 

 

48,397

 

 

 

31,336

 

 

 

163,462

 

 

 

105,419

 

Loss from operations

 

 

(24,188

)

 

 

(14,144

)

 

 

(78,391

)

 

 

(49,756

)

Interest and other income, net

 

 

3,577

 

 

 

873

 

 

 

9,785

 

 

 

3,309

 

Net loss

 

 

(20,611

)

 

 

(13,271

)

 

 

(68,606

)

 

 

(46,447

)

Fair value adjustment to Series E-1 convertible

   preferred stock options

 

 

 

 

 

104

 

 

 

(964

)

 

 

102

 

Net loss attributable to common shareholders

 

$

(20,611

)

 

$

(13,167

)

 

$

(69,570

)

 

$

(46,345

)

Net loss per share attributable to common

   shareholders, basic and diluted

 

$

(0.17

)

 

$

(1.03

)

 

$

(1.01

)

 

$

(3.67

)

Weighted-average shares used in computing net loss per share

   attributable to common shareholders, basic and diluted

 

 

124,397,150

 

 

 

12,771,690

 

 

 

69,165,315

 

 

 

12,629,778

 


Adaptive Biotechnologies

Balance Sheets
(in thousands, except share and per share amounts)

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

96,576

 

 

$

55,030

 

Short-term marketable securities

 

 

480,290

 

 

 

109,988

 

Accounts receivable, net

 

 

12,676

 

 

 

4,807

 

Inventory

 

 

9,069

 

 

 

7,838

 

Prepaid expenses and other current assets

 

 

14,079

 

 

 

3,055

 

Total current assets

 

 

612,690

 

 

 

180,718

 

Long-term assets

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

60,355

 

 

 

19,125

 

Long-term marketable securities

 

 

105,435

 

 

 

 

Restricted cash

 

 

2,138

 

 

 

61

 

Intangible assets, net

 

 

11,928

 

 

 

13,626

 

Goodwill

 

 

118,972

 

 

 

118,972

 

Other assets

 

 

784

 

 

 

186

 

Total assets

 

$

912,302

 

 

$

332,688

 

Liabilities, convertible preferred stock and shareholders’ equity (deficit)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

4,453

 

 

$

1,793

 

Accrued liabilities

 

 

4,371

 

 

 

2,562

 

Accrued compensation and benefits

 

 

8,124

 

 

 

4,641

 

Current portion of deferred rent

 

 

371

 

 

 

1,109

 

Current deferred revenue

 

 

60,994

 

 

 

12,695

 

Total current liabilities

 

 

78,313

 

 

 

22,800

 

Long-term liabilities

 

 

 

 

 

 

 

 

Convertible preferred stock warrant liability

 

 

 

 

 

336

 

Deferred rent liability, less current portion

 

 

6,918

 

 

 

6,102

 

Financing obligation

 

 

36,607

 

 

 

 

Deferred revenue, less current portion

 

 

219,332

 

 

 

704

 

Other long-term liabilities

 

 

93

 

 

 

 

Total liabilities

 

 

341,263

 

 

 

29,942

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Convertible preferred stock: $0.0001 par value, no and 93,762,517 shares authorized at

   December 31, 2019 and 2018, respectively; no and 92,790,094 shares issued and

   outstanding at December 31, 2019 and 2018, respectively; aggregate liquidation

   preference of $0 and $572,866 at December 31, 2019 and 2018, respectively

 

 

 

 

 

560,858

 

Shareholders’ equity (deficit)

 

 

 

 

 

 

 

 

Preferred stock: $0.0001 par value, 10,000,000 and no shares authorized at December

   31, 2019 and 2018, respectively; no shares issued and outstanding at December 31,

   2019 and 2018

 

 

 

 

 

 

Common stock: $0.0001 par value, 340,000,000 and 131,000,000 shares authorized at

   December 31, 2019 and 2018, respectively; 125,238,142 and 12,841,536 shares

   issued and outstanding at December 31, 2019 and 2018, respectively

 

 

12

 

 

 

1

 

Additional paid-in capital

 

 

935,834

 

 

 

37,902

 

Accumulated other comprehensive gain (loss)

 

 

671

 

 

 

(107

)

Accumulated deficit

 

 

(365,478

)

 

 

(295,908

)

Total shareholders’ equity (deficit)

 

 

571,039

 

 

 

(258,112

)

Total liabilities, convertible preferred stock and shareholders’ equity (deficit)

 

$

912,302

 

 

$

332,688

 

 

 


Adjusted EBITDA

The following table sets forth a reconciliation between our Adjusted EBITDA and our net loss,
the most directly comparable GAAP financial measure, for each of the periods presented (in thousands):

 

 

Three Months Ended

December 31,

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

Net loss

 

$

(20,611

)

 

$

(13,271

)

 

$

(68,606

)

 

$

(46,447

)

Interest and other income, net

 

 

(3,577

)

 

 

(873

)

 

 

(9,785

)

 

 

(3,309

)

Income tax (benefit) expense

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

2,075

 

 

 

1,593

 

 

 

7,791

 

 

 

6,000

 

Share-based compensation expense

 

 

3,411

 

 

 

3,046

 

 

 

13,124

 

 

 

11,149

 

Adjusted EBITDA

 

$

(18,702

)

 

$

(9,505

)

 

$

(57,476

)

 

$

(32,607

)