The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Quarterly Report and the audited financial information and related notes, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations and other disclosures, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or our Annual Report. Some of the statements contained in this discussion and analysis or set forth elsewhere in this Quarterly Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to our plans, objectives and expectations for our business, operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "aim," "anticipate," "assume," "believe," "continue," "could," "due," "estimate," "expect," "intend," "may," "objective," "plan," "predict," "potential," "positioned," "seek," "should," "target," "will," "would" and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar language. Forward-looking statements include, but are not limited to, statements about:

· our expectations regarding the timing, progress and results of preclinical


    studies and clinical trials for NC318, NC410 and any other product candidates
    we develop, including statements regarding the timing of initiation and
    completion of studies or trials and related preparatory work, the period during
    which the results of the trials will become available and our research and
    development programs;

· the impact of the COVID-19 pandemic on the initiation, progress or expected


    timing of our clinical trials and the timing of related data, our efforts to
    adjust trial-related activities to address the impact of the COVID-19 pandemic,
    and other future impacts of the COVID-19 pandemic on the economy, our industry
    and our financial condition and results of operations;

· the timing or likelihood of regulatory filings for NC318, NC410 and any other

product candidates we develop and our ability to obtain and maintain regulatory

approvals for such product candidates for any indication;

· the development of a companion or complimentary diagnostic for NC318, NC410 or

any other product candidates we develop;

· our manufacturing capabilities and strategy, including the scalability of our

manufacturing methods and processes;

· our expectations regarding the potential benefits, activity, effectiveness and

safety of NC318, NC410 and any other product candidates we develop;

· our intentions and ability to successfully commercialize our product

candidates;

· our expectations regarding the nature of the biological pathways we are

targeting;

· our expectations for our FIND-IO platform, including our ability to discover

and advance product candidates using our FIND-IO platform;

· the potential benefits of and our ability to maintain our relationships and

collaborations with Yale University and Dr. Lieping Chen;

· our estimates regarding our expenses, future revenues, capital requirements,

our needs for or ability to obtain additional financing and the period over

which we expect our current cash, cash equivalents and marketable securities to

be sufficient to fund our operations;




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· our intended reliance on and the performance of third parties, including

collaborators, contract research organizations and third-party manufacturers;

· our ability to protect and enforce our intellectual property protection and the

scope and duration of such protection;

· developments and projections relating to our competitors and our industry,

including competing therapies; and

· the impact of current and future laws and regulations.

These statements are based on management's current expectations, estimates, forecasts and projections about our business and industry, are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control, such as the impacts of the COVID-19 pandemic, and that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks elsewhere in this report, including in the section entitled "Risk Factors" included in Part II, Item 1A, in the "Risk Factors" section of our Annual Report, and in our various filings with the Securities and Exchange Commission, or the SEC. You should read these factors and the other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, levels of activity, performance, or achievements may vary materially from any future results, activity, performance, or achievements expressed or implied by these forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they were made. We undertake no obligation to publicly update any forward-looking statements after the date of this Quarterly Report, whether as a result of new information, future events or otherwise, except as required by law. We qualify all of our forward-looking statements by the foregoing cautionary statements.

Overview

We are a clinical-stage biopharmaceutical company committed to discovering and developing novel, first-in-class immunomedicines to treat cancer and other immune-related diseases by restoring normal immune function. We view the immune system holistically and, rather than target one specific immune cell type, we focus on understanding biological pathways, the interactions of cells and the role each interaction plays in an immune response. Through our proprietary Functional, Integrated, NextCure Discovery in Immuno-Oncology, or FIND-IO, platform, we study various immune cells to discover and understand targets and structural components of immune cells and their functional impact in order to develop immunomedicines. We are focused on patients who do not respond to current therapies, patients whose cancer progresses despite treatment and patients with cancer types not adequately addressed by available therapies. We are committed to discovering and developing first-in-class immunomedicines, which are immunomedicines that use new or unique mechanisms of action to treat a medical condition, for these patients.

In March 2020, the World Health Organization declared the novel coronavirus disease 2019, or COVID-19, outbreak a pandemic. In order to mitigate the spread of COVID-19, governments have imposed unprecedented restrictions on business operations, travel and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The COVID-19 pandemic has also overwhelmed or otherwise led to changes in the operations of many healthcare facilities. While we are considered an essential business under applicable regulations and continue to operate, the impacts of COVID-19 have placed significant strain on our clinical trial sites, raised concerns around monitoring patient safety, and caused enrollment to slow in the Phase 2 portion of the ongoing Phase 1/2 monotherapy clinical trial of our lead product candidate, NC318. We are working closely with our clinical partners and taking steps to adjust our protocols and timelines due to the impact of the COVID-19 pandemic, as discussed below. We cannot predict the scope and severity of any further disruptions as a result of COVID-19 or their impacts on us, but if we or any of the third parties with whom we engage, including the collaborators, contract organizations, third-party manufacturers, suppliers, clinical trial sites, regulators and other third parties with whom we conduct business were to experience related business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and negatively impacted. The impact of the COVID-19 pandemic on our business and financial performance is uncertain and depends on various factors, including the scope and duration of the pandemic, government restrictions and other



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actions, including relief measures, implemented to address the impact of the pandemic, and resulting impacts on the financial markets and overall economy. We are unable to determine the extent of the impact of the pandemic on our operations and financial condition going forward. These developments are highly uncertain and unpredictable, and may materially adversely affect our financial position and results of operation

Our lead product candidate NC318 is a first-in-class immunomedicine against a novel immunomodulatory receptor called Siglec-15, or S15. In October 2018, we initiated a Phase 1/2 clinical trial of NC318 in patients with advanced or metastatic solid tumors. We completed enrollment of the Phase 1 portion of this trial in August 2019 and preliminary data from the Phase 1 portion was presented at the Society for Immunotherapy of Cancer annual meeting in November 2019. We expect to report initial biomarker data from the Phase 1 portion of this trial midyear 2020. We began enrolling patients in the Phase 2 portion of the trial in October 2019. In April 2020, we announced that given enrollment slowdown due to the COVID-19 pandemic, we expect initial data from the Phase 2 portion of the Phase 1/2 monotherapy trial to be temporarily delayed. However, we will continue to support ongoing activities for patients enrolled in the trial and will work with our clinical sites to enroll new patients as appropriate. We intend to initiate an additional Phase 2 clinical trial to evaluate NC318 in combination with standard of care chemotherapies in patients with advanced or metastatic solid tumors. Due to the COVID-19 pandemic, we have temporarily delayed initiating this combination trial.

Our second product candidate, NC410, is a novel immunomedicine designed to block immune suppression mediated by an immune modulator called Leukocyte-Associated Immunoglobulin-like Receptor 1. The U.S. Food and Drug Administration, or the FDA, accepted our investigational new drug application, or IND, for NC410 in the first quarter of 2020. We intend to initiate a Phase 1/2 clinical trial in patients with advanced or metastatic solid tumors and were prepared to start the Phase 1 portion of the trial in March 2020. However, due to the COVID-19 pandemic, we have temporarily delayed initiating this trial as well.

Financial Overview

Since commencing operations in 2015, we have devoted substantially all of our efforts and financial resources to research and development activities for our product candidates, discovery programs and FIND-IO platform, organizing and staffing our company, identifying business development opportunities, raising capital, securing intellectual property rights related to our product candidates, building and optimizing our manufacturing capabilities and conducting discovery.

We have not generated any revenue from product sales and only limited revenue from other sources. As a result, with the exception of the three months ended March 31, 2020, for which we reported a profit due to recognition of deferred revenue in connection with the termination of our former research and development collaboration agreement with Eli Lilly and Company, or Lilly, we have never been profitable and have incurred net losses since the commencement of our operations. Our net income for the three months ended March 31, 2020 was $9.7 million and our net loss for the three months ended March 31, 2019 was $6.2 million. As of March 31, 2020, we had an accumulated deficit of $71.3 million, primarily as a result of research and development and general and administrative expenses. We do not expect to generate product revenue unless and until we obtain marketing approval for and commercialize a product candidate, and we cannot assure you that we will ever generate significant revenue or profits.

We have funded our operations to date primarily with proceeds from public offerings of our common stock, private placements our preferred stock and upfront fees received under our former research and development collaboration agreement with Lilly, or the Lilly Agreement. From our inception through March 31, 2020, we received gross proceeds of $164.4 million through private placements of preferred stock.

In November 2018, we entered into the Lilly Agreement to use our FIND-IO platform to identify novel oncology targets for additional collaborative research and drug discovery by us and Lilly. We received an upfront payment of $25.0 million in cash and an equity investment of $15.0 million from Lilly upon entering into the Lilly Agreement, and we were eligible for quarterly research and development support payments during a portion of the term of the Lilly Agreement. Effective March 3, 2020, Lilly terminated the Lilly Agreement without cause.

On May 13, 2019, we closed our initial public offering, or IPO, in which we sold 5,750,000 shares of common stock at a public offering price of $15.00 per share, for aggregate gross proceeds of $86.3 million. The net offering proceeds



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to us were approximately $77.0 million after deducting underwriting discounts and commissions of $6.0 million and offering expenses of $3.4 million.

On November 19, 2019, we completed an underwritten public offering, in which we issued and sold 4,077,192 shares of common stock at a public offering price of $36.75 per share. On December 2, 2019, the underwriters exercised in full their option to purchase an additional 611,578 shares of common stock at the public offering price of $36.75, for total net proceeds to us of approximately $160.9 million after deducting underwriting discounts and commissions of approximately $10.3 million and offering expenses of approximately $1.0 million.

As of March 31, 2020, we had cash, cash equivalents and marketable securities, excluding restricted cash, of $322.1 million. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least the next 12 months. We have based this estimate on assumptions that may prove to be incorrect, and we could use our available capital resources sooner than we currently expect.

We expect to incur substantial expenditures in the foreseeable future as we advance our product candidates through clinical development, the regulatory approval process and, if approved, commercialization, and as we expand our pipeline through research and development activities related to our FIND-IO platform and discovery programs. Specifically, in the near term, we expect to incur substantial expenses relating to our ongoing Phase 1/2 clinical trial and planned Phase 2 clinical trial of NC318, our planned Phase 1/2 clinical trial of NC410 and other research and development activities. We expect to continue to incur significantly increased costs as a result of operating as a public company, including significant legal, accounting, investor relations and other expenses that we did not incur as a private company.

We will need substantial additional funding to support our continuing operations and to pursue our development strategy. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our operations through a combination of public and private equity offerings, debt financings, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may be required to delay, limit, reduce or terminate preclinical studies, clinical trials, or other research and development activities or one or more of our development programs.

Components of Our Results of Operations

Revenue

For the three months ended March 31, 2020, we recognized $22.4 million in revenue under the Lilly Agreement. Lilly terminated the Lilly Agreement effective March 3, 2020, or the Lilly Termination Date, and the Company recognized all of the deferred revenue as of the Lilly Termination Date in the condensed statement of operations. Through March 31, 2020, we have not generated any revenue from product sales.

For additional information about our revenue recognition policy, see Note 2 to our unaudited condensed financial statements included elsewhere in this Quarterly Report.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our discovery efforts, research activities, development and testing of our product candidates as well as for clinical trials, including:

· salaries, benefits and other related costs, including stock­based compensation,

for personnel engaged in research and development functions;




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· expenses incurred under agreements with third parties, including agreements


    with third parties that conduct research, preclinical activities or clinical
    trials on our behalf, such as our corporate sponsored research agreement, or
    the SRA, and our license agreement with Yale University, or Yale;

· costs of outside consultants, including their fees, stock­based compensation

and related travel expenses;

· the costs of laboratory supplies and acquiring, developing and manufacturing

preclinical study and clinical trial materials; and

· facility­related expenses, which include direct depreciation costs and

allocated expenses for rent and maintenance of facilities and other operating

costs.

We expense research and development costs as incurred. Our expenses related to clinical trials are based on actual costs incurred and estimates of other incurred costs. These estimated costs are based on several factors, including patient enrollment and related expenses at clinical investigator sites, contract services received, consulting agreement costs and efforts expended under contracts with research institutions and third­party contract research organizations that conduct and manage clinical trials on our behalf. We generally accrue estimated costs related to clinical trials based on contracted amounts applied to the level of patient enrollment and other activity according to the protocol. If future timelines or contracts are modified based on changes in the clinical trial protocol or scope of work to be performed, we would modify our estimates of accrued expenses accordingly on a prospective basis. Historically, any such modifications have not been material.

Due to the early-stage nature of our programs and the discovery-related nature of our efforts, we do not track costs on a program-by-program basis. As our current and future product candidates proceed along a development path further in clinical trials, we intend to track the costs of each program.

Research and development activities are central to our business model. We expect that our research and development expenses will continue to increase substantially for the foreseeable future as we advance our product candidates through development, including conducting our ongoing Phase 1/2 clinical trial of NC318, our planned Phase 2 clinical trial in combination with standard of care chemotherapies and preclinical studies and a Phase 1/2 clinical trial of NC410, as we develop a complementary diagnostic for NC318 if we determine it is advisable, as we expand our current good manufacturing practice, or cGMP, manufacturing capacity, including to provide drug supply of NC318 for future clinical trials, and as we expand our pipeline through research and development activities related to our FIND-IO platform and discovery programs.

We cannot determine with certainty the duration and costs of future clinical trials of NC318, NC410 or any other product candidate we may develop or if, when or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we may obtain marketing approval. We may never succeed in obtaining marketing approval for any product candidate. The duration, costs and timing of clinical trials and development of NC318, NC410 and any other product candidate we may develop will depend on a variety of factors, including:

· the scope, progress, results and costs of clinical trials of NC318 and NC410,

as well as of any future clinical trials of other product candidates and other

research and development activities that we may conduct;

· the impact of the COVID-19 pandemic, including delays and slowdowns as a result

of strain on our clinical trial sites and concerns about patient safety;

· uncertainties in selection of indications, clinical trial design and patient

enrollment rates;

· the probability of success for our product candidates, including safety and

efficacy, early clinical data, competition, ease and ability of manufacturing

and commercial viability;

· significant and changing government regulation and regulatory guidance;




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· the timing and receipt of any development or marketing approvals; and

· the expense of filing, prosecuting, defending and enforcing any patent claims

and other intellectual property rights.

A change in the outcome of any of these variables with respect to the development of a product candidate could lead to a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in our clinical trials due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time to complete clinical development for any such product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel­related costs, including payroll and stock­based compensation, for personnel in executive, finance, human resources, business and corporate development and other administrative functions, professional fees for legal, intellectual property, consulting and accounting services, rent and other facility­related costs, depreciation and other general operating expenses not otherwise classified as research and development expenses. General and administrative expenses also include all patent­related costs incurred in connection with filing and prosecuting patent applications, which are expensed as incurred.

We anticipate that our general and administrative expenses will increase substantially during the next few years as a result of staff expansion and additional occupancy costs, as well as costs associated with being a public company, including higher legal and accounting fees, investor relations costs, higher insurance premiums and other compliance costs associated with being a public company.

Other Income, Net

Other income, net consists primarily of interest income earned on U.S. Treasury obligations and payment of interest on our term loan with a commercial bank, or the Term Loan.

Results of Operations

Comparison of the Three Months Ended March 31, 2020 and 2019



The following table summarizes our results of operations for the periods
indicated (in thousands):


                                                       Three Months Ended
                                                           March 31,
                                                       2020         2019        Change
Revenue:

Revenue from research and development arrangement $ 22,378 $ 1,357 $ 21,021



Operating expenses:
Research and development                                10,578        6,513       4,065
General and administrative                               3,588        1,659       1,929
Income (loss) from operations                            8,212      (6,815)      15,027
Other income, net                                        1,521          660         861
Net income (loss)                                    $   9,733    $ (6,155)    $ 15,888




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Revenue from Research and Development Arrangement

Revenue was $22.4 million and $1.4 million for the three months ended March 31, 2020 and 2019, respectively. The increase in revenue is related to the recognition of all of the deferred revenue under the Lilly Agreement as of the Lilly Termination Date.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2020 increased by $4.1 million to $10.6 million compared to $6.5 million for the three months ended March 31, 2019. The increase was driven primarily by $1.7 million in lab supplies and services for NC318, NC410, other early-stage programs and discovery activities. Other significant components of the increase in research and development expenses included $1.4 million in personnel-related costs due to an increase in headcount and $0.6 million in clinical research costs related to advancing NC318 and NC410.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2020 increased by $1.9 million to $3.6 million as compared to $1.7 million for the three months ended March 31, 2019. The increase was driven primarily by increases, in connection with operating as a public company, of $0.5 million for professional fees related to legal, finance and audit services, public relations, compensation and investor relations support, $0.4 million in insurance expenses and $0.4 million in personnel-related costs due to an increase in headcount.

Other Income, Net

Other income, net for the three months ended March 31, 2020 increased by $0.9 million to $1.5 million from $0.7 million for the three months ended March 31, 2019. The increase was driven primarily by interest income earned on higher cash and marketable securities balances, partially offset by interest expense related to the Term Loan.

Liquidity and Capital Resources

We have financed our operations primarily with proceeds from public offerings of our common stock, private placements of our preferred stock and upfront fees received under the Lilly Agreement. On May 13, 2019, we closed our IPO, in which we sold 5,750,000 shares of common stock at a public offering price of $15.00 per share, for net offering proceeds to us of approximately $77.0 million after deducting underwriting discounts and commissions and offering expenses. On November 19, 2019, we completed an underwritten public offering in which we sold 4,077,192 shares of common stock at a public offering price of $36.75 per share. On December 2, 2019, the underwriters exercised in full their option to purchase an additional 611,578 shares of common stock at a public offering price of $36.75. Net offering proceeds to us were approximately $160.9 million after deducting underwriting discounts and commissions and offering expenses. Since inception, we have received aggregate gross proceeds of $164.4 million from the sale and issuance of shares of our preferred stock. In addition, in November 2018, we received an upfront payment of $25.0 million in cash from Lilly pursuant to the Lilly Agreement. Our cash and cash equivalents are held in money market funds.

As of March 31, 2020, we had cash and cash equivalents and marketable securities, excluding restricted cash, of $28.9 million and marketable securities of $293.2 million. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least the next 12 months.

In April 2016, we entered into the Term Loan to finance laboratory equipment purchases. In January 2019, we amended the Term Loan to increase our borrowing capacity from $1.0 million to $5.0 million. As amended, the Term Loan matures in January 2023. Under the Term Loan, we will make interest-only payments through January 2020 and 36 equal monthly payments of principal plus accrued interest thereafter through January 2023. As of March 31, 2020, our outstanding borrowings under the Term Loan were $4.7 million.

We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through sale of equity, debt financings, strategic alliances and licensing



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arrangements. Adequate additional funding may not be available to us on acceptable terms or at all, including as a result of the impact of the COVID-19 pandemic. If we fail to raise capital or enter into such arrangements as and when needed, we may have to significantly delay, scale back or discontinue the development of our product candidates or delay our efforts to expand our pipeline of product candidates.

Cash Flows

The following table sets forth the primary sources and uses of cash and cash equivalents for each of the periods presented below (in thousands):




                                                       Three Months Ended
                                                           March 31,
                                                        2020         2019
        Net cash (used in) provided by :
        Operating activities                         $ (10,594)    $ (7,080)
        Investing activities                              5,373        (935)
        Financing activities                              (240)        2,970
        Net decrease in cash and cash equivalents    $  (5,461)    $ (5,045)

Cash Used in Operating Activities

Net cash used in operating activities was $10.6 million for the three months ended March 31, 2020, which was primarily due to the recognition of deferred revenue related to the terminated Lilly Agreement of $22.4 million, partially offset by our net income of $9.7 million and non-cash charges of $1.8 million for share-based compensation and depreciation. Net cash used in operating activities was $7.0 million for the three months ended March 31, 2019, which was primarily due to our net loss of $6.2 million.

Cash Used in Investing Activities

Cash provided by investing activities for the three months ended March 31, 2020 was $5.4 million, which was primarily due to net proceeds from marketable securities of $6.8 million, partially offset by purchases of property and equipment of $1.4 million. Cash used in investing activities for the three months ended March 31, 2019 was $0.9 million, which consisted primarily of purchases of property and equipment.

Cash Provided by Financing Activities

Cash used in financing activities was $0.2 million for the three months ended March 31, 2020, which consisted primarily of payments related to the Term Loan. Cash provided by financing activities was $3.0 million for the three months ended March 31, 2019, which consisted primarily of net proceeds from the Term Loan, partially offset by the issuance costs, deferred offering costs and payments under the existing Term Loan.

Contractual Obligations and Commitments

There have been no material changes outside the ordinary course of business to our contractual obligations during the three month period ended March 31, 2020, as compared to those disclosed in our Annual Report.

Critical Accounting Policies, Significant Judgments and Use of Estimates

Our condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. The most significant assumptions used in the financial statements are the underlying assumptions used in revenue recognition and valuing share-based compensation, including the fair value of our common stock in periods before our IPO. Our estimates are based on our



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historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

During the three months ended March 31, 2020, there were no material changes to our critical accounting policies reported in our Annual Report.

Off­Balance Sheet Arrangements

Since our inception, we have not engaged in any off­balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed financial statements included elsewhere in this Quarterly Report for a discussion of recent accounting pronouncements that may impact our financial position and results of operations.

Emerging Growth Company Status

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We have elected to take advantage of the extended transition period for adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies.

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