SEAGEN INC. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-32405 SEAGEN INC. (Exact name of registrant as specified in its charter) Delaware 91-1874389 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 21823 30th Drive SE Bothell, Washington 98021 (Address of principal executive offices, including zip code) (Registrant’s telephone number, including area code): (425) 527-4000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 SGEN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 26, 2021, there were 181,934,500 shares of the registrant’s common stock outstanding. Table of Contents Seagen Inc. Quarterly Report on Form 10-Q For the Quarter Ended June 30, 2021 INDEX Page PART I. FINANCIAL INFORMATION (Unaudited) Item 1. Condensed Consolidated Financial Statements 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Comprehensive Loss 4 Condensed Consolidated Statements of Stockholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II. OTHER INFORMATION Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 6. Exhibits 73 SIGNATURE 74 2 Table of Contents PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Seagen Inc. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except par value) June 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 413,434 $ 558,424 Short-term investments 2,038,178 2,000,996 Accounts receivable, net 379,740 324,988 Inventories 163,184 116,136 Prepaid expenses and other current assets 103,976 61,840 Total current assets 3,098,512 3,062,384 Property and equipment, net 203,146 196,700 Operating lease right-of-use assets 62,264 61,480 Long-term investments — 100,830 Intangible assets, net 272,229 283,680 Goodwill 274,671 274,671 Other non-current assets 41,336 21,161 Total assets $ 3,952,158 $ 4,000,906 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 102,403 $ 78,067 Accrued liabilities and other 331,431 310,071 Total current liabilities 433,834 388,138 Long-term liabilities: Operating lease liabilities, long-term 61,925 61,884 Other long-term liabilities 65,125 62,784 Total long-term liabilities 127,050 124,668 Commitments and contingencies Stockholders’ equity: Preferred stock, $0.001 par value, 5,000 shares authorized; none issued — — Common stock, $0.001 par value, 250,000 shares authorized; 181,866 shares issued and outstanding at June 30, 2021 and 180,902 shares issued and outstanding at December 31, 2020 182 181 Additional paid-in capital 4,465,864 4,356,922 Accumulated other comprehensive income 792 565 Accumulated deficit (1,075,564) (869,568) Total stockholders’ equity 3,391,274 3,488,100 Total liabilities and stockholders’ equity $ 3,952,158 $ 4,000,906 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents Seagen Inc. Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues: Net product sales $ 347,338 $ 240,465 $ 649,926 $ 438,979 Royalty revenues 36,296 31,235 63,514 51,595 Collaboration and license agreement revenues 4,844 6,298 7,020 21,938 Total revenues 388,478 277,998 720,460 512,512 Costs and expenses: Cost of sales 78,090 48,244 142,225 77,665 Research and development 234,861 198,077 465,286 393,276 Selling, general and administrative 165,130 125,642 324,972 247,891 Total costs and expenses 478,081 371,963 932,483 718,832 Loss from operations (89,603) (93,965) (212,023) (206,320) Investment and other income, net 5,027 72,775 6,027 16,728 Net loss $ (84,576) $ (21,190) $ (205,996) $ (189,592) Net loss per share - basic and diluted $ (0.47) $ (0.12) $ (1.14) $ (1.10) Shares used in computation of per share amounts - basic and diluted 181,628 173,406 181,390 172,878 Comprehensive loss: Net loss $ (84,576) $ (21,190) $ (205,996) $ (189,592) Other comprehensive income (loss): Unrealized (loss) gain on securities available-for-sale, net of tax (213) (2,042) (47) 1,231 Foreign currency translation gain 511 32 274 8 Total other comprehensive income (loss) 298 (2,010) 227 1,239 Comprehensive loss $ (84,278) $ (23,200) $ (205,769) $ (188,353) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents Seagen Inc. Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (In thousands) Common stock Additional Accumulated other Total stockholders' Shares Amount paid-in capital comprehensive income Accumulated deficit equity Balances as of December 31, 2019 171,994 $ 172 $ 3,359,124 $ 229 $ (1,483,238) $ 1,876,287 Net loss — — — — (168,402) (168,402) Other comprehensive income — — — 3,249 — 3,249 Issuance of common stock for stock option exercises and employee stock purchase plan 575 1 21,785 — — 21,786 Restricted stock vested during the period, net 67 — — — — — Share-based compensation — — 32,698 — — 32,698 Balances as of March 31, 2020 172,636 173 3,413,607 3,478 (1,651,640) 1,765,618 Net loss — — — — (21,190) (21,190) Other comprehensive loss — — — (2,010) — (2,010) Issuance of common stock for stock option exercises and employee stock purchase plan 858 1 31,484 — — 31,485 Restricted stock vested during the period, net 371 — — — — — Share-based compensation — — 40,174 — — 40,174 Balances as of June 30, 2020 173,865 $ 174 $ 3,485,265 $ 1,468 $ (1,672,830) $ 1,814,077 Balances as of December 31, 2020 180,902 $ 181 $ 4,356,922 $ 565 $ (869,568) $ 3,488,100 Net loss — — — — (121,420) (121,420) Other comprehensive loss — — — (71) — (71) Issuance of common stock for stock option exercises and employee stock purchase plan 341 — 19,791 — — 19,791 Restricted stock vested during the period, net 80 — — — — — Share-based compensation — — 38,224 — — 38,224 Balances as of March 31, 2021 181,323 181 4,414,937 494 (990,988) 3,424,624 Net loss — — — — (84,576) (84,576) Other comprehensive income — — — 298 — 298 Issuance of common stock for stock option exercises and employee stock purchase plan 359 1 13,200 — — 13,201 Restricted stock vested during the period, net 184 — — — — — Share-based compensation — — 37,727 — — 37,727 Balances as of June 30, 2021 181,866 $ 182 $ 4,465,864 $ 792 $ (1,075,564) $ 3,391,274 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents Seagen Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Six Months Ended June 30, 2021 2020 Operating activities: Net loss $ (205,996) $ (189,592) Adjustments to reconcile net loss to net cash used by operating activities Share-based compensation 75,951 68,406 Depreciation 19,603 16,571 Amortization of intangible assets 11,451 4,736 Amortization of right-of-use assets 6,356 5,114 Amortization of premiums, accretion of discounts, and (gains) losses on debt securities 11,802 (645) Gains on equity securities (4,929) (11,604) Changes in operating assets and liabilities Accounts receivable, net (54,752) (54,073) Inventories (47,048) (4,070) Prepaid expenses and other assets (46,122) (13,623) Lease liability (7,481) (5,900) Other liabilities 43,395 29,337 Net cash used by operating activities (197,770) (155,343) Investing activities: Purchases of