Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Adaptimmune Therapeutics PLC | |
Entity Central Index Key | 0001621227 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 628,357,300 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 49,917 | $ 68,379 |
Marketable securities - available-for-sale debt securities | 118,241 | 136,755 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 | 192 | |
Other current assets and prepaid expenses (including current portion of clinical materials) | 32,143 | 25,769 |
Total current assets | 200,301 | 231,095 |
Restricted cash | 4,473 | 4,097 |
Clinical materials | 3,972 | 3,953 |
Operating lease right-of-use assets, net of accumulated amortization of $656 (2018: $0) | 24,462 | |
Property, plant and equipment, net of accumulated depreciation of $18,083 (2018: $15,924) | 35,703 | 36,118 |
Intangibles, net of accumulated amortization of $1,411 (2018: $1,218) | 1,529 | 1,473 |
Total assets | 270,440 | 276,736 |
Current liabilities | ||
Accounts payable | 5,391 | 4,083 |
Operating lease liabilities, current | 2,217 | |
Accrued expenses and other accrued liabilities | 15,827 | 20,354 |
Total current liabilities | 23,435 | 24,437 |
Operating lease liabilities, non-current | 26,779 | |
Other liabilities, non-current | 571 | 5,414 |
Total liabilities | 50,785 | 29,851 |
Stockholders' equity | ||
Common stock - Ordinary shares par value ?0.001, 701,103,126 authorized and 628,294,702 issued and outstanding (2018: 701,103,126 authorized and 627,454,270 issued and outstanding) | 940 | 939 |
Additional paid in capital | 577,722 | 574,208 |
Accumulated other comprehensive loss | (13,096) | (9,763) |
Accumulated deficit | (345,911) | (318,499) |
Total stockholders' equity | 219,655 | 246,885 |
Total liabilities and stockholders' equity | $ 270,440 | $ 276,736 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2019£ / shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018£ / shares | Dec. 31, 2018USD ($)shares | |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||
Operating lease right-of-use assets, accumulated amortization | $ 656 | $ 0 | ||||
Property, plant and equipment, accumulated depreciation | 18,083 | 15,924 | ||||
Intangibles, accumulated amortization | $ 1,411 | $ 1,218 | ||||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | ||||
Common stock, shares authorized | shares | 701,103,126 | 701,103,126 | ||||
Common stock, shares issued | shares | 628,294,702 | 627,454,270 | ||||
Common stock, shares outstanding | shares | 628,294,702 | 627,454,270 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 0 | $ 8,196 |
Operating expenses | ||
Research and development | (22,019) | (25,732) |
General and administrative | (11,773) | (11,204) |
Total operating expenses | (33,792) | (36,936) |
Operating loss | (33,792) | (28,740) |
Interest income | 952 | 659 |
Other income, net | 5,430 | 7,130 |
Loss before income taxes | (27,410) | (20,951) |
Income taxes | (2) | (127) |
Net loss attributable to ordinary shareholders | $ (27,412) | $ (21,078) |
Net loss per ordinary share - Basic and diluted | ||
Basic and diluted (in dollars per share) | $ (0.04) | $ (0.04) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 627,945,243 | 562,381,995 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (27,412) | $ (21,078) |
Other comprehensive loss, net of tax | ||
Foreign currency translation adjustments, net of tax of $0 and $0 | (3,543) | (2,602) |
Unrealized gains (losses) on available-for-sale debt securities | ||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0 and $0 | 210 | (4,056) |
Reclassification adjustment for losses on available-for-sale debt securities included in net income, net of tax of $0 and $0 | 1,163 | |
Total comprehensive loss for the period | $ (30,745) | $ (26,573) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
Unrealized holding gains (losses) on available-for-sale debt securities, tax | 0 | 0 |
Reclassification adjustment for losses on available-for-sale debt securities included in net loss, tax | $ 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 | (21,078) | (21,078) | ||||
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 | (2,602) | (2,602) | ||||
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 losses on available-for-sale debt securities included in net income, net of tax of $0 | 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 | (20,469) | (6,667) | (244,063) | 191,262 |
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, 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 | 628,294,702 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 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 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (27,412) | $ (21,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,828 | 1,740 |
Amortization | 167 | 143 |
Share-based compensation expense | 3,479 | 4,672 |
Realized loss on available-for-sale debt securities | 0 | 1,163 |
Unrealized foreign exchange gains | (5,095) | (7,862) |
Other | (39) | 124 |
Changes in operating assets and liabilities: | ||
Increase in receivables and other operating assets | (6,659) | (10,179) |
Increase in non-current operating assets | (19) | (123) |
Decrease in payables and deferred revenue | (2,453) | (15,879) |
Net cash used in operating activities | (36,203) | (47,279) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (904) | (1,904) |
Acquisition of intangibles | (205) | (10) |
Maturity or redemption of marketable securities | 22,669 | 28,043 |
Investment in marketable securities | (3,904) | (12,490) |
Net cash provided by investing activities | 17,656 | 13,639 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 36 | 1,534 |
Net cash provided by financing activities | 36 | 1,534 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | 425 | 1,545 |
Net decrease in cash and cash equivalents | (18,086) | (30,561) |
Cash, cash equivalents and restricted cash at start of period | 72,476 | 88,296 |
Cash, cash equivalents and restricted cash at end of period | $ 54,390 | $ 57,735 |
General
General | 3 Months Ended |
Mar. 31, 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 $345.9 million as of March 31, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 lease recognition, which has been codified within Accounting Standard Codification Topic 842, Leases (“ASC 842”). The comparative financial information for the three months ended March 31, 2018 and as of December 31, 2018 has not been restated. 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 information has not been adjusted and continues to be reported under previous guidance. The effect on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. Note 2 — Summary of Significant Accounting Policies (continued) (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) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the consolidated statement of operations. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). (d) 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 6, Fair value measurements. Note 2 — Summary of Significant Accounting Policies (continued) (e) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date of the condensed consolidated interim financial statements. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that: a. The Company’s current financial condition, including its liquidity sources; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. (f ) New accounting pronouncements Adopted in the period Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard, ASC 842, related to leases to increase transparency and comparability among organizations by requiring the recognition of “Right of Use” (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. 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 information has not been adjusted and continues to be reported under previous guidance. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification. The Company also elected the practical expedient related to land easements, allowing it to carry forward our accounting treatment for land easements on existing agreements. Therefore, the effect on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. The adoption of ASC 842 has had a material impact on the Company’s financial statements due to the following: · As a lessee, the Company has recognized liabilities for operating leases following the adoption date. These liabilities have been measured at the present value of the remaining minimum rental payments using an incremental borrowing rate (the rate of interest that a lessee 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). · The Company’s operating lease agreements under the new standards also required the measurement of ROU assets at the initial measurement of the lease liabilities, with adjustments for prepaid or accrued lease payments and the remaining balance of any incentives received (the amount of the gross lease incentives received net of amounts recognized previously as part of the single lease cost). Note 2 — Summary of Significant Accounting Policies (continued) (f ) New accounting pronouncements (continued) Adopted in the period (continued) Leases (continued) · Following initial measurement of the operating lease liabilities and ROU assets, the lease liabilities experience further changes with the accrual of interest and the repayments made under the lease agreements. In addition, the ROU assets are amortized at amounts equal to the difference between the straight-line lease expense and the change in interest on the lease liability in the period. The Company has operating leases in relation to property and laboratory facilities. Leases with an expected term of 12 months or less at inception are not recorded on the balance sheet and are instead recognized as a lease expense on a straight-line basis over the lease. term. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from the 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. The lease term and minimum lease payments have been determined by taking the non-cancellable period and then assessing the reasonable certainty of whether to exercise an option to extend or terminate. Economic factors such as termination costs have been considered in this assessment. All of the leases have termination options and, with the exception of one of the two buildings in Milton Park, UK, the assumption has been made that the initial termination option will be activated. For Milton Park, the two buildings are assumed to have a coterminous termination point. The maximum lease term without activation of termination options is to 2041. Where termination options have been assumed to be utilized, the associated termination fees have been included in the calculation of the lease liability and ROU asset. All leases are classified as operating leases, and the related cash flows are categorized under Net cash used in operating activities. For the three months ended March 31, 2019 the operating lease cash outflows totaled $1.2 million, and the operating lease cost, recognized in General and administrative expenses, totaled $1.0 million. In addition, there were costs in relation to short term leases of $951,000. Amounts reported in the unaudited condensed consolidated balance sheet as of 31 March, 2019 were (in thousands): March 31, 2019 Operating lease right of use assets $ 24,462 Operating lease liabilities, current (2,217) Operating lease liabilities, non-current (26,779) Total operating lease liabilities $ (4,534) The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,465 2020 4,136 2021 4,172 2022 4,216 2023 3,936 after 2023 16,520 Total lease payments 35,445 Less: Imputed interest 6,449 Present value of lease liability $ 28,996 Note 2 — Summary of Significant Accounting Policies (continued) (f ) New accounting pronouncements (continued) Adopted in the period (continued) Leases (continued) The company has no external borrowings, therefore the discount rates have been determined as an average rate for each lease, as provided by independent financial institutions. The rates provided were based upon the Company’s incremental borrowing rate for each lease based upon the value, currency and term. The weighted average discount rate for the operating leases as at March 31, 2019 is 4.65% and the weighted average remaining lease term is 8.1 years. 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. Note 2 — Summary of Significant Accounting Policies (continued) (g) The Company’s restricted cash consists primarily of cash providing security for letters of credit in respect of lease agreements. (h) Accumulated other comprehensive income (loss) The following amounts were reclassified out of other comprehensive income during the three months ended March 31, 2019 and 2018 (in thousands): Amount reclassified Three months ended Three months ended March 31, March 31, Component of Accumulated Other Comprehensive Income 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for losses on available-for-sale debt securities $ — $ 1,163 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue | |
Revenue | Note 3 — Revenue There has been no revenue in the quarter, and there is no deferred revenue balance at March 31, 2019 or at December 31, 2018. There has been no movement in deferred revenue in the current period. 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. Following the completion of the NY-ESO SPEAR T-cell transition program and the termination of the PRAME pre-clinical development program in 2018, GSK has nominated its third target under the Collaboration and License Agreement. However, work has not commenced on this target and as such, no revenue has been recognized for the three months ended March 31, 2019. Future revenues will depend on the progress of the development programs within the Collaboration and License Agreement, and GSK’s progress with the NY-ESO program, which are difficult to predict. |
Other income, net
Other income, net | 3 Months Ended |
Mar. 31, 2019 | |
Other income, net | |
Other income, net | Note 4 — Other income, net Other income, net consisted of the following (in thousands): Three months ended March 31, 2019 2018 Realized foreign exchange gains $ 295 $ — Unrealized foreign exchange gains 5,095 7,862 Losses on redemption or maturity of available-for-sale debt securities — (1,163) Other 40 431 $ 5,430 $ 7,130 |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2019 | |
Loss per share | |
Loss per share | Note 5 — Loss per share The numerator for the basic and diluted income (loss) per share is as follows (in thousands): Three months ended March 31, 2019 2018 Net income (loss) attributable to ordinary shareholders $ (27,412) $ (21,078) Numerator for basic income (loss) per share (27,412) (21,078) Numerator for diluted income (loss) per share (27,412) (21,078) The denominator for the basic and diluted income (loss) per share is as follows: Three months ended March 31, Denominator for basic income (loss) per share - Weighted average shares outstanding 627,945,243 562,381,995 Effect of dilutive securities: Employee stock options 103,848,778 89,203,915 Denominator for diluted income (loss) per share 731,794,021 651,585,910 The dilutive effect of 103,848,778 and 89,203,915 stock options have been excluded from the diluted loss per share calculation for the three months ended March 31, 2019 and 2018, respectively, because they would have an antidilutive effect on the loss per share for the period. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair value measurements | |
Fair value measurements | Note 6 — 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 March 31, 2019 are as follows (in thousands): Fair value measurements using March 31, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 109,252 $ 109,252 $ — $ — Agency bond 3,995 — 3,995 — Treasury bills 1,992 — 1,992 — Certificate of deposit 3,002 — 3,002 — $ 118,241 $ 109,252 $ 8,989 $ — 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 | 3 Months Ended |
Mar. 31, 2019 | |
Available-for-sale debt securities | |
Available-for-sale debt securities | Note 7 — Available-for-sale debt securities As of March 31, 2019, the Company has the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Estimated Maturity cost Gains Losses Fair Value Cash equivalents: Corporate debt securities Less than 3 months $ 7,990 $ — $ — $ 7,990 $ 7,990 $ — $ — $ 7,990 Marketable securities: Corporate debt securities 3 months to 1 year $ 109,203 $ 64 $ (15) $ 109,252 Agency bond 3 months to 1 year 3,990 5 — 3,995 Treasury bills 3 months to 1 year 1,992 — — 1,992 Certificate of deposit 3 months to 1 year 3,002 — — 3,002 $ 118,187 $ 69 $ (15) $ 118,241 In the three months ended March 31, 2019, there were no realized losses recognized on the maturity of available-for-sale debt securities. As of March 31, 2019 and December 31, 2018, the aggregate fair value of securities held by the Company in an unrealized loss position was $49,567,000 and $117,179,000, respectively, which consisted of 15 and 37 securities, respectively. No securities have been in an unrealized loss position for more than one year. As of March 31, 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 | 3 Months Ended |
Mar. 31, 2019 | |
Other current assets | |
Other current assets | Note 8 — Other current assets Other current assets consisted of the following (in thousands): March 31, December 31, 2019 2018 Corporate tax receivable $ 22,072 $ 16,459 Prepayments 8,284 6,279 Clinical materials 862 1,087 VAT receivable 416 1,505 Other current assets 509 439 $ 32,143 $ 25,769 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 9 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2019 2018 Accrued clinical & development expenditure $ 9,432 $ 9,637 Accrued employee expenses 4,069 7,553 Accrued rent and property expenses — 426 Other accrued expenditure 2,027 2,422 Other 299 316 $ 15,827 $ 20,354 |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based compensation | |
Share-based compensation | Note 10 — Share-based compensation The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (thousands): Three months ended March 31, 2019 2018 Research and development $ 2,021 $ 2,554 General and administrative 1,458 2,118 $ 3,479 $ 4,672 There were 10,807,200 and 9,994,656 options over ordinary shares granted in the three months ended March 31, 2019 and 2018 respectively, with a weighted average fair value of $0.55 and $0.75, respectively. Additionally, in the three months ended March 31, 2019 and 2018, 6,498,126 and 6,552,636 options were granted respectively, which have a nominal exercise price (similar to a restricted stock unit (RSU)), with a weighted average fair value of $0.94 and $1.34, respectively. The RSU-style options over ordinary shares in Adaptimmune Therapeutics plc were granted under the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016). These options have an exercise price equal to the nominal value of an ordinary share, of £0.001, and generally vest over four years, with 25% on the first, and each subsequent, anniversary of the grant date. The RSU-style options are not subject to performance conditions and the contractual term is ten years. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 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 lease recognition, which has been codified within Accounting Standard Codification Topic 842, Leases (“ASC 842”). The comparative financial information for the three months ended March 31, 2018 and as of December 31, 2018 has not been restated. 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 information has not been adjusted and continues to be reported under previous guidance. The effect 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. |
Foreign currency | (c) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the consolidated statement of operations. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). |
Fair value measurements | (d) 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 6, Fair value measurements. |
Going concern | (e) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date of the condensed consolidated interim financial statements. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that: a. The Company’s current financial condition, including its liquidity sources; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. |
New accounting pronouncements | (f ) New accounting pronouncements Adopted in the period Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard, ASC 842, related to leases to increase transparency and comparability among organizations by requiring the recognition of “Right of Use” (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. 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 information has not been adjusted and continues to be reported under previous guidance. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification. The Company also elected the practical expedient related to land easements, allowing it to carry forward our accounting treatment for land easements on existing agreements. Therefore, the effect on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. The adoption of ASC 842 has had a material impact on the Company’s financial statements due to the following: · As a lessee, the Company has recognized liabilities for operating leases following the adoption date. These liabilities have been measured at the present value of the remaining minimum rental payments using an incremental borrowing rate (the rate of interest that a lessee 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). · The Company’s operating lease agreements under the new standards also required the measurement of ROU assets at the initial measurement of the lease liabilities, with adjustments for prepaid or accrued lease payments and the remaining balance of any incentives received (the amount of the gross lease incentives received net of amounts recognized previously as part of the single lease cost). Note 2 — Summary of Significant Accounting Policies (continued) (f ) New accounting pronouncements (continued) Adopted in the period (continued) Leases (continued) · Following initial measurement of the operating lease liabilities and ROU assets, the lease liabilities experience further changes with the accrual of interest and the repayments made under the lease agreements. In addition, the ROU assets are amortized at amounts equal to the difference between the straight-line lease expense and the change in interest on the lease liability in the period. The Company has operating leases in relation to property and laboratory facilities. Leases with an expected term of 12 months or less at inception are not recorded on the balance sheet and are instead recognized as a lease expense on a straight-line basis over the lease. term. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from the 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. The lease term and minimum lease payments have been determined by taking the non-cancellable period and then assessing the reasonable certainty of whether to exercise an option to extend or terminate. Economic factors such as termination costs have been considered in this assessment. All of the leases have termination options and, with the exception of one of the two buildings in Milton Park, UK, the assumption has been made that the initial termination option will be activated. For Milton Park, the two buildings are assumed to have a coterminous termination point. The maximum lease term without activation of termination options is to 2041. Where termination options have been assumed to be utilized, the associated termination fees have been included in the calculation of the lease liability and ROU asset. All leases are classified as operating leases, and the related cash flows are categorized under Net cash used in operating activities. For the three months ended March 31, 2019 the operating lease cash outflows totaled $1.2 million, and the operating lease cost, recognized in General and administrative expenses, totaled $1.0 million. In addition, there were costs in relation to short term leases of $951,000. Amounts reported in the unaudited condensed consolidated balance sheet as of 31 March, 2019 were (in thousands): March 31, 2019 Operating lease right of use assets $ 24,462 Operating lease liabilities, current (2,217) Operating lease liabilities, non-current (26,779) Total operating lease liabilities $ (4,534) The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,465 2020 4,136 2021 4,172 2022 4,216 2023 3,936 after 2023 16,520 Total lease payments 35,445 Less: Imputed interest 6,449 Present value of lease liability $ 28,996 Note 2 — Summary of Significant Accounting Policies (continued) (f ) New accounting pronouncements (continued) Adopted in the period (continued) Leases (continued) The company has no external borrowings, therefore the discount rates have been determined as an average rate for each lease, as provided by independent financial institutions. The rates provided were based upon the Company’s incremental borrowing rate for each lease based upon the value, currency and term. The weighted average discount rate for the operating leases as at March 31, 2019 is 4.65% and the weighted average remaining lease term is 8.1 years. 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. |
Restricted cash | (g) The Company’s restricted cash consists primarily of cash providing security for letters of credit in respect of lease agreements. |
Accumulated other comprehensive income (loss) | (h) Accumulated other comprehensive income (loss) The following amounts were reclassified out of other comprehensive income during the three months ended March 31, 2019 and 2018 (in thousands): Amount reclassified Three months ended Three months ended March 31, March 31, Component of Accumulated Other Comprehensive Income 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for losses on available-for-sale debt securities $ — $ 1,163 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of lease balance sheet | Amounts reported in the unaudited condensed consolidated balance sheet as of 31 March, 2019 were (in thousands): March 31, 2019 Operating lease right of use assets $ 24,462 Operating lease liabilities, current (2,217) Operating lease liabilities, non-current (26,779) Total operating lease liabilities $ (4,534) |
Maturities of operating lease liabilities | The maturities of operating lease liabilities are as follows (in thousands): Operating leases 2019 $ 2,465 2020 4,136 2021 4,172 2022 4,216 2023 3,936 after 2023 16,520 Total lease payments 35,445 Less: Imputed interest 6,449 Present value of lease liability $ 28,996 |
Schedule of amounts reclassified out of other comprehensive income | Amount reclassified Three months ended Three months ended March 31, March 31, Component of Accumulated Other Comprehensive Income 2019 2018 Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for losses on available-for-sale debt securities $ — $ 1,163 |
Other income, net (Tables)
Other income, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other income, net | |
Schedule of other income, net | Other income, net consisted of the following (in thousands): Three months ended March 31, 2019 2018 Realized foreign exchange gains $ 295 $ — Unrealized foreign exchange gains 5,095 7,862 Losses on redemption or maturity of available-for-sale debt securities — (1,163) Other 40 431 $ 5,430 $ 7,130 |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Loss per share | |
Schedule of numerator and denominator in the basic and diluted loss per share computation | The numerator for the basic and diluted income (loss) per share is as follows (in thousands): Three months ended March 31, 2019 2018 Net income (loss) attributable to ordinary shareholders $ (27,412) $ (21,078) Numerator for basic income (loss) per share (27,412) (21,078) Numerator for diluted income (loss) per share (27,412) (21,078) The denominator for the basic and diluted income (loss) per share is as follows: Three months ended March 31, Denominator for basic income (loss) per share - Weighted average shares outstanding 627,945,243 562,381,995 Effect of dilutive securities: Employee stock options 103,848,778 89,203,915 Denominator for diluted income (loss) per share 731,794,021 651,585,910 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2019 are as follows (in thousands): Fair value measurements using March 31, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 109,252 $ 109,252 $ — $ — Agency bond 3,995 — 3,995 — Treasury bills 1,992 — 1,992 — Certificate of deposit 3,002 — 3,002 — $ 118,241 $ 109,252 $ 8,989 $ — |
Available-for-sale debt secur_2
Available-for-sale debt securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Available-for-sale debt securities | |
Schedule of investments in available-for-sale debt securities | As of March 31, 2019, the Company has the following investments in available-for-sale debt securities (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Estimated Maturity cost Gains Losses Fair Value Cash equivalents: Corporate debt securities Less than 3 months $ 7,990 $ — $ — $ 7,990 $ 7,990 $ — $ — $ 7,990 Marketable securities: Corporate debt securities 3 months to 1 year $ 109,203 $ 64 $ (15) $ 109,252 Agency bond 3 months to 1 year 3,990 5 — 3,995 Treasury bills 3 months to 1 year 1,992 — — 1,992 Certificate of deposit 3 months to 1 year 3,002 — — 3,002 $ 118,187 $ 69 $ (15) $ 118,241 |
Other current assets (Tables)
Other current assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): March 31, December 31, 2019 2018 Corporate tax receivable $ 22,072 $ 16,459 Prepayments 8,284 6,279 Clinical materials 862 1,087 VAT receivable 416 1,505 Other current assets 509 439 $ 32,143 $ 25,769 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 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): March 31, December 31, 2019 2018 Accrued clinical & development expenditure $ 9,432 $ 9,637 Accrued employee expenses 4,069 7,553 Accrued rent and property expenses — 426 Other accrued expenditure 2,027 2,422 Other 299 316 $ 15,827 $ 20,354 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 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 (thousands): Three months ended March 31, 2019 2018 Research and development $ 2,021 $ 2,554 General and administrative 1,458 2,118 $ 3,479 $ 4,672 |
General (Details)
General (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
General | ||
Accumulated deficit | $ 345,911 | $ 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) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019USD ($) | Dec. 31, 2017USD ($) | |
Summary of Significant Accounting Policies | |||
Cumulative effect of applying new accounting standards | $ 0 | $ 8,645 | |
Option to extend | true | ||
Option to terminate | true | ||
Number of buildings have Coterminous termination point | 2 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Leases - Cash Flow and cost (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Summary of Significant Accounting Policies | |
Operating lease cash outflows | $ 1,200,000 |
Operating lease cost | 1,000,000 |
Short term leases | $ 951,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Leases - Balance Sheet Information (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Summary of Significant Accounting Policies | |
Operating lease right-of-use assets | $ 24,462 |
Financial position | us-gaap:OperatingLeaseRightOfUseAsset |
Operating lease liabilities, current | $ (2,217) |
Financial position | us-gaap:OperatingLeaseLiabilityCurrent |
Operating lease liabilities, non-current | $ (26,779) |
Financial position | us-gaap:OperatingLeaseLiabilityNoncurrent |
Total operating lease liabilities | $ (4,534) |
Financial position | us-gaap:OperatingLeaseLiabilityCurrent us-gaap:OperatingLeaseLiabilityNoncurrent |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Leases - Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Summary of Significant Accounting Policies | |
2019 | $ 2,465 |
2020 | 4,136 |
2021 | 4,172 |
2022 | 4,216 |
2023 | 3,936 |
after 2023 | 16,520 |
Total lease payments | 35,445 |
Less: Imputed interest | 6,449 |
Present value of lease liability | $ 28,996 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Leases - Other Information (Details) | Mar. 31, 2019 |
Summary of Significant Accounting Policies | |
Weighted average discount rate | 4.65% |
Weighted average remaining lease term | 8 years 1 month 6 days |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Accumulated other comprehensive income (loss) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Summary of Significant Accounting Policies | |
Reclassification adjustment for losses on available-for-sale debt securities | $ 1,163 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)contract | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Revenue | |||
Revenue | $ 0 | $ 8,196 | |
Deferred revenue | 0 | $ 0 | |
Movement in deferred revenue | $ 0 | ||
Number of contracts with customers | contract | 1 |
Other income, net (Details)
Other income, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other income, net | ||
Realized foreign exchange gains | $ 295 | |
Unrealized foreign exchange gains | 5,095 | $ 7,862 |
Losses on redemption or maturity of available-for-sale debt securities | 0 | (1,163) |
Other | 40 | 431 |
Other income, net | $ 5,430 | $ 7,130 |
Loss per share - Basic and dilu
Loss per share - Basic and diluted income (loss) per share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator for basic and diluted income (loss) per share | ||
Net income (loss) attributable to ordinary shareholders | $ (27,412) | $ (21,078) |
Numerator for basic income (loss) per share | (27,412) | (21,078) |
Numerator for diluted income (loss) per share | $ (27,412) | $ (21,078) |
Denominator for basic and diluted income (loss) per share | ||
Denominator for basic income (loss) per share - Weighted average shares outstanding | 627,945,243 | 562,381,995 |
Effect of dilutive securities: | ||
Employee stock options (in shares) | 103,848,778 | 89,203,915 |
Denominator for diluted income (loss) per share | 731,794,021 | 651,585,910 |
Loss per share - Antidilutive s
Loss per share - Antidilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share options | ||
Antidilutive securities | ||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 103,848,778 | 89,203,915 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 118,241 | $ 136,755 |
Recurring basis | ||
Marketable securities: | ||
Corporate debt securities | 109,252 | |
Agency bond | 3,995 | |
Treasury bills | 1,992 | |
Certificate of deposit | 3,002 | |
Available-for-sale securities, Debt Securities, Current, Total | 118,241 | |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Corporate debt securities | 109,252 | |
Available-for-sale securities, Debt Securities, Current, Total | 109,252 | |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Agency bond | 3,995 | |
Treasury bills | 1,992 | |
Certificate of deposit | 3,002 | |
Available-for-sale securities, Debt Securities, Current, Total | $ 8,989 |
Available-for-sale debt secur_3
Available-for-sale debt securities (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)security | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | |||
Realized loss on available-for-sale debt securities | $ 0 | $ 1,163,000 | |
Fair market value of investments in an unrealized loss position | $ 49,567,000 | $ 117,179,000 | |
Number of debt securities | security | 15 | 37 | |
Number of available-for-sale securities in an unrealized loss position for more than one year | security | 0 | ||
Cash equivalents | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | $ 7,990,000 | ||
Aggregate estimated fair value | 7,990,000 | ||
Marketable securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 118,187,000 | ||
Gross unrealized gains | 69,000 | ||
Gross unrealized losses | (15,000) | ||
Aggregate estimated fair value | 118,241,000 | ||
Corporate Debt Securities Maturity Period Less Than Three Months | Cash equivalents | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 7,990,000 | ||
Aggregate estimated fair value | 7,990,000 | ||
Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 109,203,000 | ||
Gross unrealized gains | 64,000 | ||
Gross unrealized losses | (15,000) | ||
Aggregate estimated fair value | 109,252,000 | ||
Agency Bond Maturity Period Three Months To One Year | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 3,990,000 | ||
Gross unrealized gains | 5,000 | ||
Aggregate estimated fair value | 3,995,000 | ||
Treasury Bills Maturity Period Three Months To One Year | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 1,992,000 | ||
Aggregate estimated fair value | 1,992,000 | ||
Certificate of Deposit Maturity Period Three Months To One Year | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized cost | 3,002,000 | ||
Aggregate estimated fair value | $ 3,002,000 | ||
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 | Treasury Bills 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 | ||
Maximum | Treasury Bills 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 | 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 | 1 year |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other current assets | ||
Corporate tax receivable | $ 22,072 | $ 16,459 |
Prepayments | 8,284 | 6,279 |
Clinical materials | 862 | 1,087 |
VAT receivable | 416 | 1,505 |
Other current assets | 509 | 439 |
Total | $ 32,143 | $ 25,769 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 9,432 | $ 9,637 |
Accrued employee expenses | 4,069 | 7,553 |
Accrued rent and property expenses | 426 | |
Other accrued expenditure | 2,027 | 2,422 |
Other | 299 | 316 |
Total | $ 15,827 | $ 20,354 |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 3,479 | $ 4,672 |
Research and development | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | 2,021 | 2,554 |
General and administrative | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 1,458 | $ 2,118 |
Share-based compensation - Opti
Share-based compensation - Options (Details) | 3 Months Ended | ||
Mar. 31, 2019$ / sharesshares | Mar. 31, 2019£ / sharesshares | Mar. 31, 2018$ / sharesshares | |
Number of options granted (in shares) | shares | 10,807,200 | 10,807,200 | 9,994,656 |
Weighted average fair value (in dollars per share) | $ / shares | $ 0.55 | $ 0.75 | |
RSU | |||
Number of options granted (in shares) | shares | 6,498,126 | 6,498,126 | 6,552,636 |
Weighted average fair value (in dollars per share) | $ / shares | $ 0.94 | $ 1.34 | |
Exercise price | £ / shares | £ 0.001 | ||
Vesting period (in years) | 4 years | 4 years | |
Contractual term (in years) | 10 years | 10 years | |
First anniversary | RSU | |||
Vesting percentage (as a percent) | 25.00% | 25.00% |