8-K
Adaptive Biotechnologies Corp (ADPT)
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): November 3, 2022
ADAPTIVE BIOTECHNOLOGIES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Washington | 001-38957 | 27-0907024 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1165 Eastlake Avenue East<br><br>Seattle, Washington | 98109 | |
| (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<br><br>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 November 3, 2022, Adaptive Biotechnologies Corporation (the “Company”) issued a press release regarding the Company’s financial results for the quarter ended September 30, 2022. 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<br><br>Number | Description |
|---|---|
| 99.1 | Press Release dated November 3, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 3, 2022 | By: | /s/ Tycho Peterson |
| Tycho Peterson | ||
| Chief Financial Officer |
EX-99.1
EXHIBIT 99.1
Adaptive Biotechnologies Reports Third Quarter 2022 Financial Results
SEATTLE, Nov. 3, 2022 (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 quarter ended September 30, 2022.
“We continue to deliver solid growth in both of our business areas quarter over quarter, and are confident in our long-term outlook,” said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. “With a bolstered cash position from our recent financing, we are focused on driving growth and innovation across our businesses with a clear path to profitability.”
Recent Highlights
• Revenue of $47.8 million for the third quarter 2022, representing a 21% increase from the third quarter 2021.
• clonoSEQ test volume in the third quarter 2022 grew 52% versus the third quarter of prior year.
• Signed partnership with Epic to integrate the clonoSEQ® Assay into Epic’s comprehensive electronic medical record (EMR) system.
• Immune Medicine business grew 18% in the third quarter 2022 versus the third quarter 2021, driven by drug discovery and pharma services.
• Signed non-dilutive royalty financing agreement with OrbiMed for up to $250 million.
• Provided long-term guidance including revenue CAGR from 2022-2027 at 20%-30%, positive adjusted EBITDA in 2025 and cash flow breakeven in 2026.
Third Quarter 2022 Financial Results
Revenue was $47.8 million for the quarter ended September 30, 2022, representing a 21% increase from the third quarter in the prior year. Immune Medicine revenue was $27.9 million for the quarter, representing an 18% increase from the third quarter in the prior year. MRD revenue was $20.0 million for the quarter, representing a 26% increase from the third quarter in the prior year.
Operating expenses were $93.3 million for the third quarter of 2022, compared to $95.8 million in the third quarter of the prior year, representing a decrease of 3%. Interest expense from our revenue interest purchase agreement entered into during the third quarter of 2022 was $0.7 million.
Net loss was $45.3 million for the third quarter of 2022, compared to $56.0 million for the same period in 2021.
Adjusted EBITDA (non-GAAP) was a loss of $25.9 million for the third quarter of 2022, compared to a loss of $41.1 million for the third quarter of the prior year.
Cash, cash equivalents and marketable securities was $527.8 million as of September 30, 2022.
2022 Financial Guidance
Adaptive Biotechnologies narrows full year 2022 revenue to be in the range of $185 million to $190 million compared to the previous expectation of $185 million to $195 million.
We now expect full year 2022 operating expenses to be below $400 million compared to the previous expectation of between $410 million and $415 million.
Webcast and Conference Call Information
Adaptive Biotechnologies will host a conference call to discuss its third quarter 2022 financial results after market close on Thursday, November 3, 2022 at 4:30 PM Eastern Time. The conference call can be accessed at http://investors.adaptivebiotech.com. The webcast will be archived and available for replay at least 90 days after the event.
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 commercial products and a robust clinical pipeline to diagnose, monitor and enable the treatment of diseases such as cancer, autoimmune disorders, and infectious diseases. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.
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
To supplement our unaudited condensed consolidated statements of operations and unaudited condensed consolidated balance sheets, which are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), this press release also includes references to Adjusted EBITDA, which is a non-GAAP financial measure that we define as net loss attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, restructuring expense and share-based compensation expense. We have provided a reconciliation of net loss attributable to Adaptive Biotechnologies Corporation, 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;
• interest expense, which may be a necessary and ongoing element of our costs and ability to operate;
• 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 noncash 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, such as our March 2022 restructuring and reduction in workforce.
In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
ADAPTIVE MEDIA Mary Pat Lancelotta, Senior Vice President, Corporate Affairs & Communications
646-382-4912 media@adaptivebiotech.com
ADAPTIVE INVESTORS Karina Calzadilla, Vice President, Investor Relations
201-396-1687 investors@adaptivebiotech.com
Adaptive Biotechnologies
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | $ | 47,830 | $ | 39,467 | $ | 130,110 | $ | 116,414 | ||||
| Operating expenses | ||||||||||||
| Cost of revenue | 14,907 | 14,189 | 41,320 | 34,945 | ||||||||
| Research and development | 35,658 | 36,072 | 110,534 | 107,644 | ||||||||
| Sales and marketing | 21,513 | 24,949 | 71,887 | 68,769 | ||||||||
| General and administrative | 20,755 | 20,154 | 66,099 | 51,156 | ||||||||
| Amortization of intangible assets | 428 | 428 | 1,270 | 1,270 | ||||||||
| Total operating expenses | 93,261 | 95,792 | 291,110 | 263,784 | ||||||||
| Loss from operations | (45,431 | ) | (56,325 | ) | (161,000 | ) | (147,370 | ) | ||||
| Interest and other income, net | 765 | 327 | 1,454 | 1,429 | ||||||||
| Interest expense | (653 | ) | — | (653 | ) | — | ||||||
| Net loss | (45,319 | ) | (55,998 | ) | (160,199 | ) | (145,941 | ) | ||||
| Add: Net loss attributable to noncontrolling interest | 38 | 95 | 136 | 95 | ||||||||
| Net loss attributable to Adaptive Biotechnologies Corporation | $ | (45,281 | ) | $ | (55,903 | ) | $ | (160,063 | ) | $ | (145,846 | ) |
| Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted | $ | (0.32 | ) | $ | (0.40 | ) | $ | (1.12 | ) | $ | (1.04 | ) |
| Weighted-average shares used in computing net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted | 142,928,654 | 140,833,564 | 142,334,342 | 140,060,379 |
Adaptive Biotechnologies
Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts)
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 217,552 | $ | 139,065 | ||
| Short-term marketable securities (amortized cost of 295,689 and 214,115, respectively) | 290,527 | 213,996 | |||
| Accounts receivable, net | 26,549 | 17,409 | |||
| Inventory | 17,345 | 19,263 | |||
| Prepaid expenses and other current assets | 12,407 | 13,015 | |||
| Total current assets | 564,380 | 402,748 | |||
| Long-term assets | |||||
| Property and equipment, net | 86,662 | 85,262 | |||
| Operating lease right-of-use assets | 82,605 | 87,678 | |||
| Long-term marketable securities (amortized cost of 20,507 and 218,163, respectively) | 19,698 | 217,145 | |||
| Restricted cash | 2,433 | 2,138 | |||
| Intangible assets, net | 7,256 | 8,526 | |||
| Goodwill | 118,972 | 118,972 | |||
| Other assets | 2,202 | 875 | |||
| Total assets | 884,208 | $ | 923,344 | ||
| Liabilities and shareholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 4,163 | $ | 3,307 | ||
| Accrued liabilities | 10,702 | 9,343 | |||
| Accrued compensation and benefits | 12,733 | 15,642 | |||
| Current portion of operating lease liabilities | 8,528 | 5,055 | |||
| Current portion of deferred revenue | 67,892 | 80,460 | |||
| Total current liabilities | 104,018 | 113,807 | |||
| Long-term liabilities | |||||
| Operating lease liabilities, less current portion | 100,521 | 106,685 | |||
| Deferred revenue, less current portion | 67,300 | 98,750 | |||
| Revenue interest liability, net | 124,555 | — | |||
| Total liabilities | 396,394 | 319,242 | |||
| Commitments and contingencies | |||||
| Shareholders’ equity | |||||
| Preferred stock: 0.0001 par value, 10,000,000 shares authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | — | — | |||
| Common stock: 0.0001 par value, 340,000,000 shares authorized at September 30, 2022 and December 31, 2021; 142,987,127 and 141,393,865 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 14 | 14 | |||
| Additional paid-in capital | 1,372,751 | 1,324,006 | |||
| Accumulated other comprehensive loss | (5,971 | ) | (1,137 | ) | |
| Accumulated deficit | (878,954 | ) | (718,891 | ) | |
| Total Adaptive Biotechnologies Corporation shareholders’ equity | 487,840 | 603,992 | |||
| Noncontrolling interest | (26 | ) | 110 | ||
| Total shareholders’ equity | 487,814 | 604,102 | |||
| Total liabilities and shareholders’ equity | 884,208 | $ | 923,344 |
All values are in US Dollars.
Adjusted EBITDA
The following table sets forth a reconciliation between our Adjusted EBITDA and net loss attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, for each of the periods presented (in thousands, unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net loss attributable to Adaptive Biotechnologies Corporation | $ | (45,281 | ) | $ | (55,903 | ) | $ | (160,063 | ) | $ | (145,846 | ) |
| Interest and other income, net | (765 | ) | (327 | ) | (1,454 | ) | (1,429 | ) | ||||
| Interest expense | 653 | — | 653 | — | ||||||||
| Depreciation and amortization expense | 5,383 | 3,528 | 15,634 | 9,104 | ||||||||
| Restructuring expense | — | — | 2,023 | — | ||||||||
| Share-based compensation expense | 14,142 | 11,643 | 41,183 | 31,376 | ||||||||
| Adjusted EBITDA | $ | (25,868 | ) | $ | (41,059 | ) | $ | (102,024 | ) | $ | (106,795 | ) |