AbCellera Biologics Inc. 10-Q

Item 1. Financial Statements. AbCellera Biologics Inc. Condensed Consolidated Balance Sheets (Expressed in thousands of U.S. dollars except share data) (Unaudited) December 31, 2020 March 31, 2021 Assets Current assets: Cash and cash equivalents $ 594,116 $ 685,795 Accounts receivable 903 23,371 Accrued accounts receivable 212,336 193,071 Other current assets 5,970 5,745 Total current assets 813,325 907,982 Long term assets: Property and equipment, net 17,923 34,618 Intangible assets 115,153 112,688 Goodwill 31,500 31,500 Investments in and loans to equity accounted investees 19,247 32,187 Other long-term assets 8,388 9,548 Total long-term assets 192,211 220,541 Total assets $ 1,005,536 $ 1,128,523 Liabilities and shareholders' equity Current liabilities: Accounts payable and other liabilities $ 20,195 $ 13,287 Current portion of contingent consideration payable 13,411 13,762 Income taxes payable 36,152 30,030 Accrued royalties payable 27,143 20,010 Deferred revenue 6,589 11,306 Total current liabilities 103,490 88,395 Long-term liabilities: Operating lease liability 3,715 16,973 Deferred revenue and grant funding 25,894 28,730 Contingent consideration payable 9,148 9,378 Deferred tax liability 26,161 26,992 Other long-term liabilities 6,620 931 Total long-term liabilities 71,538 83,004 Total liabilities 175,028 171,399 Commitments and contingencies Shareholders' equity: Common shares: no par value, unlimited authorized shares at December 31, 2020 and March 31, 2021: 269,497,768 and 270,925,930 shares issued and outstanding at December 31, 2020 and March 31, 2021 respectively 710,387 711,139 Additional paid-in capital 5,919 14,562 Accumulated earnings 114,202 231,423 Total shareholders' equity 830,508 957,124 Total liabilities and shareholders' equity $ 1,005,536 $ 1,128,523 Subsequent events The accompanying notes are an integral part of these condensed consolidated financial statements. 1 AbCellera Biologics Inc. Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in thousands of U.S. dollars except share and per share data) (Unaudited) Three months ended March 31, 2020 2021 Revenue: Research fees $ 4,657 $ 3,986 Licensing revenue - 20,259 Milestone payments - 7,000 Royalty revenue - 171,496 Total revenue 4,657 202,741 Operating expenses: Royalty fees - 20,010 Research and development ( 1) 4,118 12,352 Sales and marketing ( 1) 437 2,578 General and administrative ( 1) 1,650 6,422 Depreciation and amortization 574 3,305 Total operating expenses 6,779 44,667 Income (loss) from operations ( 2,122 ) 158,074 Other (income) expense Other (income) expense 1,001 ( 265 ) Grants and incentives ( 1,030 ) ( 3,148 ) Total other income ( 29 ) ( 3,413 ) Net earnings (loss) before income tax ( 2,093 ) 161,487 Provision for income tax - 44,266 Net earnings (loss) and comprehensive income (loss) for the period $ ( 2,093 ) $ 117,221 Net earnings (loss) per share attributable to common shareholders Basic $ ( 0.01 ) $ 0.43 Diluted $ ( 0.01 ) $ 0.37 Weighted-average common shares outstanding Basic 151,859,924 269,697,212 Diluted 151,859,924 320,282,747 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Exclusive of depreciation and amortization 2 AbCellera Biologics Inc. Condensed Consolidated Statements of Stockholders’ Equity (Expressed in thousands of U.S. dollars except share data) (Unaudited) Series A1 Preferred Shares Series A2 Preferred Shares Common Shares Additional Paid-in Accumulated Earnings Total Shareholders' (in thousands, except share data) Shares Amount Shares Amount Shares Amount Capital (Deficit) Equity Balances as of December 31, 2020 - $ - - $ - 269,497,768 $ 710,387 $ 5,919 $ 114,202 $ 830,508 Shares issued under stock option plan - - - - 1,428,162 752 ( 579 ) - 173 Stock-based compensation expense - - - - - - 4,021 - 4,021 Reclassification of liability classified options - - - - - - 5,201 - 5,201 Net earnings - - - - - - - 117,221 117,221 Balances as of March 31, 2021 - $ - - $ - 270,925,930 $ 711,139 $ 14,562 $ 231,423 $ 957,124 Series A1 Preferred Shares Series A2 Preferred Shares Common Shares Additional Paid-in Accumulated Earnings Total Shareholders' (in thousands, except share data) Shares Amount Shares Amount Shares Amount Capital (Deficit) Equity Balances as of December 31, 2019 2,105,264 $ 7,546 - $ - 151,681,382 $ 5,122 $ 2,300 $ ( 4,716 ) $ 10,252 Issuance of Series A2 preferred shares - - 6,017,784 74,662 - - - - 74,662 Shares issued under stock option plan - - - - 535,000 235 ( 111 ) - 124 Share-based compensation expense - - - - - - 744 - 744 Net loss - - - - - - - ( 2,093 ) ( 2,093 ) Balances as of March 31, 2020 2,105,264 $ 7,546 6,017,784 $ 74,662 152,216,382 $ 5,357 $ 2,933 $ ( 6,809 ) $ 83,689 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 AbCellera Biologics Inc. Condensed Consolidated Statements of Cash Flows (Expressed in thousands of U.S. dollars) (Unaudited) Three months ended March 31, 2020 2021 Cash flows from operating activities: Net income (loss) $ ( 2,093 ) $ 117,221 Cash flows from operating activities: Depreciation of property and equipment 415 840 Amortization of intangible assets 158 2,465 Amortization of operating lease right-of-use-assets 73 661 Stock-based compensation 1,237 5,427 Deferred tax expense - 623 Other ( 28 ) ( 191 ) Changes in operating assets and liabilities: Accounts and accrued research fees receivable ( 26,611 ) ( 30,073 ) Accrued royalties receivable - 26,861 Income taxes payable - ( 6,123 ) Accounts payable and accrued liabilities ( 156 ) ( 5,194 ) Deferred revenue 27,676 6,086 Accrued royalties payable - ( 7,134 ) Other assets and liabilities ( 1,435 ) ( 1,924 ) Net cash (used in) provided by operating activities ( 764 ) 109,545 Cash flows from investing activities: Purchases of property and equipment ( 583 ) ( 3,644 ) Purchase of intangible assets ( 5,000 ) - Investment in equity investees - ( 12,195 ) Net cash used in investing activities ( 5,583 ) ( 15,839 ) Cash flows from financing activities: Repayment of long-term debt ( 2,033 ) ( 1,716 ) Proceeds from long-term debt 16,171 - Payment of deferred financing fees ( 799 ) - Short-term borrowings ( 387 ) - Issuance of common shares pursuant to exercise of stock options 124 173 Proceeds from issuance of preferred shares - series A2 financing 74,662 - Net cash provided by (used in) financing activities 87,738 ( 1,543 ) Effect of exchange rate changes on cash and cash equivalents ( 484 ) Increase in cash and cash equivalents 81,391 91,679 Cash and cash equivalents, beginning of period 7,553 594,116 Cash and cash equivalents, end of period $ 88,944 $ 685,795 Supplemental disclosure of non-cash investing and financing activities Property plant and equipment in accounts payable 95 423 Right-of-use assets obtained in exchange for operating lease obligation 741 14,188 Purchase of intangible assets in exchange for in-licensing agreement payable 9,060 - The accompanying notes are an integral part of these condensed consolidated financial statements. 4 AbCellera Biologics Inc. Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited) 1. Nature of operations AbCellera Biologics Inc.’s (the “Company”) mission is to improve health with technologies that transform the way that antibody-based therapies are discovered. The Company aims to become the centralized operating system for next generation antibody discovery. The Company’s full-stack, AI-powered drug discovery platform searches and analyzes the database of natural immune systems to find antibodies that can be developed as drugs. The Company believes its technology increases the speed and the probability of success of therapeutic antibody discovery, including enabling discovery against targets that may otherwise be intractable. Rather than advancing its own clinical pipeline of drug candidates, the Company forges partnerships with drug developers of all sizes, from large cap pharmaceutical to small biotechnology companies. 2. Basis of presentation The accompanying interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2020. These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2020, except for the new accounting guidance adopted during the period (Note 3). All amounts expressed in the consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share and per share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars. 3. Significant accounting policies Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, recoverability of investment tax credits receivable, value of contingent consideration payable and the fair value of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates. COVID-19 Pandemic With the global spread of the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risk of COVID-19 transmission. Given the global economic impact, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition, and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic as it evolves its business continuity plans and response strategy. As of the date of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from these estimates, and any such differences may be material to the Company’s financial statements. 5 Recent accounting pronouncements not yet adopted The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or that there was no material impact or no material impact is expected in the consolidated financial statements as a result of future adoption. 4. Net Earnings (Loss) per share Basic and diluted net earnings (loss) per share attributable to common shareholders was calculated as follows: Three months ended March 31, 2020 2021 (in thousands, except share and per share data) Basic earnings (loss) per share Net earnings (loss) $ ( 2,093 ) $ 117,221 Net earnings (loss) attributable to common shareholders - basic $ ( 2,093 ) $ 117,221 Weighted-average common shares outstanding - basic 151,859,924 269,697,212 Net earnings (loss) per share attributable to common shareholders - basic $ ( 0.01 ) $ 0.43 Diluted earnings (loss) per share Net earnings (loss) attributable to common shareholders - diluted $ ( 2,093 ) $ 117,221 Weighted-average common shares outstanding - basic 151,859,924 269,697,212 Stock options and RSUs - 50,585,535 Weighted-average common shares outstanding - diluted 151,859,924 320,282,747 Net earnings (loss) per share attributable to common shareholders - diluted $ ( 0.01 ) $ 0.37 The Company’s potentially dilutive securities, which include convertible preferred shares and stock options have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2020 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three months ended March 31, 2020 used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net earnings (loss) per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Three months ended March 31, 2020 2021 Options to purchase common shares 13,310,018 - Convertible preferred shares 2,640,178 - Total potential common shares excluded 15,950,196 - 5. Other current assets Other current assets consisted of the following: December 31, 2020 March 31, 2021 (in thousands) Tax and investment tax credit receivable $ 489 $ 249 Prepaid expenses 4,073 4,287 Materials and supplies 1,408 1,209 Total other current assets $ 5,970 $ 5,745 6 6. Property and equipment, net Property and equipment, net consisted of the following: December 31, 2020 March 31, 2021 (in thousands) Computers $ 6,324 $ 6,309 Laboratory equipment 9,423 13,035 Furniture and fixtures 119 119 Leasehold improvements 3,708 3,977 Operating lease right-of-use assets 3,935 17,463 Property and equipment 23,509 40,903 Less accumulated depreciation ( 5,586 ) ( 6,285 ) Property and equipment, net $ 17,923 $ 34,618 Depreciation expense on property and equipment for the three months ended March 31, 2020 and 2021 was $ 0.4 million and $ 0.8 million, respectively. 7. Intangible assets: Intangible assets consisted of the following: March 31, 2021 Gross carrying amount Accumulated amortization Net book value (in thousands) License $ 35,873 $ 4,125 $ 31,748 Technology 41,400 860 40,540 IPR&D 40,400 - 40,400 $ 117,673 $ 4,985 $ 112,688 At March 31, 2021, amortization expense on intangible assets is estimated to be as follows for each of the next five years: Amortization Expense (in thousands) 2021 $ 9,860 2022 9,860 2023 9,834 2024 3,476 2025 3,476 $ 36,506 8. Investments in and loans to equity accounted investees The Company has entered into two joint ventures as part of the construction of future office and laboratory headquarters. During 2020, the Company entered into a joint venture with Dayhu (Dayhu JV). To date, the equity investment balance of $ 19.3 million represents the cash contribution made since inception. In the three months ended March 31, 2021 the Company entered into the Beedie joint venture (Beedie JV). To date we have contributed $ 11.7 million into the Beedie JV. To date, the Company has not recorded any amount of proportionate income or loss with respect to either venture. In the three months ended March 31, 2021, th e Company made a commitment up to CAD$ 7 82.7 million ($ 61.5 million ) to the Dayhu JV to fund the construction at a rate referenced to an applicable Canadian b ank prime rate plus 0.6 % , and repayment on the earlier of thirty months from the date of initial advancement and September 1, 2023 , or upon the trigger of certain liquidity events as defined in the agreement . The loan is secured by the underlying land and future assets of the joint venture. At March 31, 2021, the outstanding related party loan balance was $ 1.2 million to the joint venture . 9. Accounts payable and other liabilities Accounts payable and other liabilities consisted of the following: December 31, 2020 March 31, 2021 (in thousands) Accounts payable and accrued liabilities $ 7,130 $ 3,585 Liability for in-licensing agreement 5,000 4,545 Operating lease liability 675 1,533 Liability classified options 4,270 474 Government remittances payable 1,988 1,207 Current portion of deferred grant funding 942 1,943 Current portion of long-term debt 190 - Total accounts payable and other liabilities $ 20,195 $ 13,287 10. Shareholders’ equity Sixth Amended and Restated Stock Option Plan: The Company maintains the AbCellera Biologics Inc. Sixth Amended and Restated Stock Option Plan and our Pre-IPO Plan. Any awards granted under the Pre-IPO Plan will remain subject to the terms of our Pre-IPO Plan and applicable award agreements. In March 2021, substantially all employee option holders whose awards were liability-classified elected to convert the currency of their option exercise price from Canadian dollars to U.S. dollars for administrative convenience. As a result of the modification, $ 5.2 million was reclassified from liability to equity. 2020 Share Option and Incentive Plan: Our 2020 Share Option and Incentive Plan, or 2020 Plan, was approved by our board of directors on November 18, 2020 and approved by our shareholders on December 1, 2020. As of March 31, 2021, the number of shares available for issuance under the 2020 Plan was 20,075,196 , which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020. 2020 Employee Share Purchase Plan: In December 2020, the Company’s Board of Directors approved the 2020 Employee Share Purchase Plan, or the 2020 ESPP. A total of 2,700,000 shares of common stock was initially reserved for issuance under the ESPP. At March 31, 2020 the Company had not yet commenced the ESPP. The following table summarizes the Company’s stock options granted in Canadian dollars under the Pre-IPO Plan since December 31, 2020: Number of Shares Weighted- Average Exercise Price Outstanding as of December 31, 2020 53,204,810 $ 0.71 Granted - - Exercised ( 1,428,120 ) 0.12 Forfeited ( 41,000 ) 10.41 Outstanding as of March 31, 2021 51,735,690 0.72 Options exercisable as of March 31, 2021 25,038,995 $ 0.29 8 The following table summarizes the Company’s stock options granted under the 2020 Plan since December 31, 2020: Number of Shares Weighted- Average Exercise Price Outstanding as of December 31, 2020 1,260,840 $ 20.00 Granted 321,356 52.06 Exercised - - Forfeited ( 900 ) 52.30 Outstanding as of March 31, 2021 1,581,296 $ 26.50 Options exercisable as of March 31, 2021 - - As part of the 2020 Plan, restricted share units (RSUs) were available to be granted and offer holders are subject to a one year cliff vesting followed by monthly vesting thereafter. The following table summarizes the Company’s restricted share units granted under the 2020 Plan since December 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2020 - $ - Granted 185,108 52.02 Exercised - - Forfeited ( 600 ) 52.30 Outstanding as of March 31, 2021 184,508 $ 52.02 Stock-based compensation: Stock-based compensation expense was classified in the consolidated statements of income (loss) and comprehensive income (loss) as follows: Three months ended March 31, 2020 2021 (in thousands) Research and development $ 616 $ 3,158 General and administrative 608 1,316 Sales and marketing 13 953 $ 1,237 $ 5,427 At December 31, 2020, there were 1,012,000 liability classified options outstanding, of which $ 4.3 million was included in other liabilities. At March 31, 2021 there were 60,000 liability classified options outstanding, of which $ 0.5 million was included in other liabilities. 11. Revenue The disaggregated revenue categories are presented on the face of the statement of income (loss) and comprehensive income (loss). Deferred revenue Deferred revenue represents payments received for performance obligations not yet satisfied and are presented as current or long-term in the accompanying balance sheets based on the expected timing of satisfaction of the underlying goods and/or services. Deferred revenue outstanding in each respective period is as follows: (in thousands) December 31, 2019 March 31, 2020 December 31, 2020 March 31, 2021 Deferred revenue $ ( 5,544 ) $ ( 28,983 ) $ ( 26,230 ) $ ( 32,375 ) 9 During the three months ended March 31, 2020 and 2021, the Company recognized $ 1.4 million and $ 1.3 million, respectively, of revenue that had been included in deferred revenue in the previous year. In March of 2020, the Company entered into a research collaboration and license agreement with Eli Lilly pursuant to which the Company will perform discovery research for several targets for Eli Lilly to develop and commercialize. Under the agreement, the Company is entitled to receive an aggregate of up to $ 29.0 million of milestone payments as well as royalties in the low single digits based on net sales for non-COVID-19 targets and in the low- to mid-teens for aggregate sales below $ 125.0 million and mid-teens to mid-twenties on aggregate sales above $ 125.0 million. The agreement resulted in initial upfront of $ 26.7 million, of which $ 21.9 million was included in deferred revenue at December 31, 2020. In the three months ended March 31, 2021 the Company received an additional $ 1.1 million in payments, for total payments received in respect of this agreement of $ 27.8 million. The Company expects to recognize approximately $ 9.4 million in revenue in the next 12 months related to these payments under the agreement. Of the remaining deferred revenue balance of $ 10.3 million which is related to various other agreements, approximately $ 1.9 million is expected to be recognized in revenue in the next 12 months. License revenue For the licenses to our intellectual property the Company recognizes revenue from non-refundable, up-front fees when the license is transferred to the customer and the customer is able to use and benefit from the license. For the three months ended March 31, 2021, the Company recognized $ 20.3 million from license revenue relating to license of the Trianni platform. 12. Financial instruments The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, loans to related parties, accounts payable and accrued liabilities and royalties payable, operating lease obligations, long-term debt, and contingent consideration payable. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and bank indebtedness approximate their fair values due to the immediate and short-term maturity of these financial instruments. The fair value of loans to related party approximate the carrying value as the interest rates approximate the rates applicable for non-related party loans. A t December 31, 2020 and March 31, 2021, the carrying value of long-term debt was $ 2.2 million and $ 0.9 million, respectively, and have been included in Other long-term liabilities on the balance sheet. The estimated fair value of long-term debt of $ 2.3 million and $ 1.2 million at December 31, 2020 and March 31, 2021, respectively, are classified as Level 2 and have been determined by discounting future principal and interest amounts at estimated interest rates expected to be available to the Company at period end. Contingent consideration related to business acquisitions are recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and therefore categorized as Level 3 inputs. The following table presents the changes in fair value of the liability for contingent consideration: (in thousands) Liability at beginning of the period Increase (decrease) in fair value of liability for contingent consideration Liability at end of the period Three months ended March 31, 2021 $ 22,559 581 $ 23,140 10 13 . Commitments and contingencies From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred. The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. During the three months ended March 31, 2021, the Company has expensed approximately $ 20.0 million related to such obligations, of which that same amount is included in current liabilities. During the quarter ended March 31, 2021 the Company entered into a lease for office and laboratory space in Sydney, Australia representing future lease payments of $ 0.7 million for the current year, approximately $ 1.5 million for each of the next four years and $ 9.7 million thereafter. In the three months ended March 31, 2021, the Company recognized a lease liability of $ 13.9 million , with a corresponding right of use asset , utilizing a ten year term and 3.0 % discount rate. The Company entered into a lease for office and laboratory space in Vancouver, Canada, in conjunction with our 50 % owned joint venture agreement, representing future lease payments of $ 1.5 million due in four years, $ 5.9 million due in five years, and approximately $ 135.0 million thereafter. The lease liability and corresponding right of use asset will be recognized on lease commencement date after completion of construction of the office and laboratory space. 11