UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 2019
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: 001-38959
BridgeBio Pharma, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
|
84-1850815 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
421 Kipling Street Palo Alto, CA |
|
94301 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (650) 391-9740
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 |
|
BBIO |
|
The Nasdaq Global Select Market |
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 (§232.405 of this chapter) 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 November 5, 2019 the registrant had 123,574,967 shares of common stock, $0.001 par value per share, outstanding.
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Page |
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PART I. |
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FINANCIAL INFORMATION |
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|
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Item 1. |
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Financial Statements (Unaudited) |
|
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3 |
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4 |
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5 |
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6 |
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8 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
37 |
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Item 3. |
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|
50 |
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Item 4. |
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50 |
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PART II. |
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|
|
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Item 1. |
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|
52 |
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Item 1A. |
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52 |
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Item 2. |
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|
104 |
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Item 3. |
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104 |
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Item 4. |
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104 |
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Item 5. |
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104 |
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Item 6. |
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105 |
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106 |
|||
2
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except shares and per share amounts)
|
|
|
September 30, 2019 |
|
|
December 31, 2018 |
|
||
|
Assets |
|
|
|
|
|
(1) |
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
413,973 |
|
|
$ |
436,086 |
|
|
Short-term marketable securities |
|
|
122,080 |
|
|
|
— |
|
|
Prepaid expenses and other current assets |
|
|
22,102 |
|
|
|
9,137 |
|
|
Total current assets |
|
|
558,155 |
|
|
|
445,223 |
|
|
Property and equipment, net |
|
|
2,984 |
|
|
|
1,575 |
|
|
Long-term marketable securities |
|
|
75,886 |
|
|
|
— |
|
|
PellePharm investment |
|
|
907 |
|
|
|
17,050 |
|
|
Other assets |
|
|
2,598 |
|
|
|
1,093 |
|
|
Total assets |
|
$ |
640,530 |
|
|
$ |
464,941 |
|
|
Liabilities, Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
10,270 |
|
|
$ |
13,509 |
|
|
Accrued compensation and benefits |
|
|
7,580 |
|
|
|
4,047 |
|
|
Accrued research and development liabilities |
|
|
13,198 |
|
|
|
8,915 |
|
|
Accrued distributions to stockholders |
|
|
— |
|
|
|
997 |
|
|
LEO call option liability |
|
|
4,021 |
|
|
|
3,009 |
|
|
Other accrued liabilities |
|
|
4,789 |
|
|
|
2,100 |
|
|
Total current liabilities |
|
|
39,858 |
|
|
|
32,577 |
|
|
Term loans, noncurrent |
|
|
75,017 |
|
|
|
54,507 |
|
|
Other liabilities |
|
|
1,388 |
|
|
|
495 |
|
|
Total liabilities |
|
|
116,263 |
|
|
|
87,579 |
|
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
Redeemable convertible noncontrolling interests |
|
|
2,570 |
|
|
|
122 |
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Undesignated preferred stock, $0.001 par value; 25,000,000 and no shares authorized as of September 30, 2019 and December 31, 2018; no shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
|
|
— |
|
|
|
— |
|
|
Common stock, $0.001 par value; 500,000,000 and 97,412,870 shares authorized as of September 30, 2019 and December 31, 2018; 117,359,502 and 92,057,704 shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
|
|
117 |
|
|
|
92 |
|
|
Additional paid-in capital |
|
|
826,062 |
|
|
|
494,231 |
|
|
Accumulated other comprehensive income |
|
|
152 |
|
|
|
— |
|
|
Accumulated deficit |
|
|
(366,573 |
) |
|
|
(179,444 |
) |
|
Total BridgeBio stockholders' equity |
|
|
459,758 |
|
|
|
314,879 |
|
|
Noncontrolling interests |
|
|
61,939 |
|
|
|
62,361 |
|
|
Total stockholders' equity |
|
|
521,697 |
|
|
|
377,240 |
|
|
Total liabilities, redeemable convertible noncontrolling interests and stockholders’ equity |
|
$ |
640,530 |
|
|
$ |
464,941 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
(1) |
The consolidated balance sheet as of December 31, 2018 is derived from the audited consolidated financial statements as of that date and was retroactively adjusted, including shares and per share amounts, as a result of the Reorganization. See Note 3 to the condensed consolidated financial statements for additional details. |
3
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except shares and per share amounts)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
|||||
|
License revenue |
|
$ |
26,741 |
|
|
$ |
— |
|
|
$ |
26,741 |
|
|
$ |
— |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license revenue |
|
|
2,500 |
|
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
Research and development |
|
|
55,278 |
|
|
|
31,148 |
|
|
|
152,462 |
|
|
|
88,871 |
|
|
General and administrative |
|
|
23,495 |
|
|
|
10,308 |
|
|
|
59,381 |
|
|
|
29,206 |
|
|
Total operating expenses |
|
|
81,273 |
|
|
|
41,456 |
|
|
|
214,343 |
|
|
|
118,077 |
|
|
Loss from operations |
|
|
(54,532 |
) |
|
|
(41,456 |
) |
|
|
(187,602 |
) |
|
|
(118,077 |
) |
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
2,736 |
|
|
|
528 |
|
|
|
6,505 |
|
|
|
531 |
|
|
Interest expense |
|
|
(2,113 |
) |
|
|
(1,156 |
) |
|
|
(5,725 |
) |
|
|
(1,368 |
) |
|
Loss from ML Bio asset acquisition |
|
|
(416 |
) |
|
|
— |
|
|
|
(416 |
) |
|
|
— |
|
|
Loss from PellePharm |
|
|
(6,589 |
) |
|
|
— |
|
|
|
(16,144 |
) |
|
|
— |
|
|
LEO call option income (expense) |
|
|
276 |
|
|
|
— |
|
|
|
(1,012 |
) |
|
|
— |
|
|
Other income (expense) |
|
|
(26 |
) |
|
|
6 |
|
|
|
(40 |
) |
|
|
(1,296 |
) |
|
Total other income (expense), net |
|
|
(6,132 |
) |
|
|
(622 |
) |
|
|
(16,832 |
) |
|
|
(2,133 |
) |
|
Net loss |
|
|
(60,664 |
) |
|
|
(42,078 |
) |
|
|
(204,434 |
) |
|
|
(120,210 |
) |
|
Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests |
|
|
684 |
|
|
|
10,677 |
|
|
|
17,305 |
|
|
|
28,102 |
|
|
Net loss attributable to common stockholders of BridgeBio |
|
$ |
(59,980 |
) |
|
$ |
(31,401 |
) |
|
$ |
(187,129 |
) |
|
$ |
(92,108 |
) |
|
Net loss per share, basic and diluted |
|
$ |
(0.51 |
) |
|
$ |
(0.52 |
) |
|
$ |
(1.86 |
) |
|
$ |
(1.60 |
) |
|
Weighted-average shares used in computing net loss per share, basic and diluted |
|
|
117,071,188 |
|
|
|
60,950,572 |
|
|
|
100,855,481 |
|
|
|
57,437,408 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
(in thousands)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
|
Net loss |
|
$ |
(60,664 |
) |
|
|
(42,078 |
) |
|
$ |
(204,434 |
) |
|
$ |
(120,210 |
) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale securities |
|
|
152 |
|
|
|
— |
|
|
|
152 |
|
|
|
— |
|
|
Comprehensive loss |
|
$ |
(60,512 |
) |
|
$ |
(42,078 |
) |
|
$ |
(204,282 |
) |
|
$ |
(120,210 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity
(unaudited)
(in thousands, except shares and per share amounts)
|
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Convertible |
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
BridgeBio |
|
|
Noncontro- |
|
|
Total |
|
|||||||||||
|
|
|
Noncontrolling |
|
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Stockholders' |
|
|
lling |
|
|
Stockholders’ |
|
||||||||||||
|
|
|
Interests |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
|||||||||
|
Balances as of December 31, 2018 (1) |
|
$ |
122 |
|
|
|
|
92,057,704 |
|
|
$ |
92 |
|
|
$ |
494,231 |
|
|
$ |
— |
|
|
$ |
(179,444 |
) |
|
$ |
314,879 |
|
|
$ |
62,361 |
|
|
$ |
377,240 |
|
|
Issuance and vesting of restricted common stock and associated equity-based compensation expense |
|
|
— |
|
|
|
|
518,511 |
|
|
|
1 |
|
|
|
1,235 |
|
|
|
— |
|
|
|
— |
|
|
|
1,236 |
|
|
|
— |
|
|
|
1,236 |
|
|
Repayment of nonrecourse notes |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
179 |
|
|
|
— |
|
|
|
— |
|
|
|
179 |
|
|
|
— |
|
|
|
179 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,320 |
|
|
|
1,320 |
|
|
Transfers to (from) noncontrolling interest |
|
|
870 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,968 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,968 |
) |
|
|
2,098 |
|
|
|
(870 |
) |
|
Net loss |
|
|
(790 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(61,185 |
) |
|
|
(61,185 |
) |
|
|
(7,461 |
) |
|
|
(68,646 |
) |
|
Balances as of March 31, 2019 |
|
|
202 |
|
|
|
|
92,576,215 |
|
|
|
93 |
|
|
|
492,677 |
|
|
|
— |
|
|
|
(240,629 |
) |
|
|
252,141 |
|
|
|
58,318 |
|
|
|
310,459 |
|
|
Vesting of restricted common stock and related equity-based compensation expense |
|
|
— |
|
|
|
|
604,144 |
|
|
|
— |
|
|
|
2,119 |
|
|
|
— |
|
|
|
— |
|
|
|
2,119 |
|
|
|
— |
|
|
|
2,119 |
|
|
Equity-based compensation expense |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
69 |
|
|
|
— |
|
|
|
— |
|
|
|
69 |
|
|
|
— |
|
|
|
69 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,024 |
) |
|
|
(27,024 |
) |
|
Transfers to (from) noncontrolling interest |
|
|
658 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(25,440 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25,440 |
) |
|
|
24,782 |
|
|
|
(658 |
) |
|
Net loss |
|
|
(685 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(65,964 |
) |
|
|
(65,964 |
) |
|
|
(7,685 |
) |
|
|
(73,649 |
) |
|
Balances as of June 30, 2019 |
|
|
175 |
|
|
|
|
93,180,359 |
|
|
|
93 |
|
|
|
469,425 |
|
|
|
— |
|
|
|
(306,593 |
) |
|
|
162,925 |
|
|
|
48,391 |
|
|
|
211,316 |
|
|
Vesting of restricted common stock and associated equity-based compensation expense |
|
|
— |
|
|
|
|
604,143 |
|
|
|
— |
|
|
|
2,120 |
|
|
|
— |
|
|
|
— |
|
|
|
2,120 |
|
|
|
— |
|
|
|
2,120 |
|
|
Equity-based compensation expense related to stock option plan |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1,554 |
|
|
|
— |
|
|
|
— |
|
|
|
1,554 |
|
|
|
— |
|
|
|
1,554 |
|
|
Equity-based compensation expense related to employee stock ownership plan |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
279 |
|
|
|
— |
|
|
|
— |
|
|
|
279 |
|
|
|
— |
|
|
|
279 |
|
|
Issuance of common stock at $17.00 per share in connection with the initial public offering, net of issuance costs of $34,538 |
|
|
— |
|
|
|
|
23,575,000 |
|
|
|
24 |
|
|
|
366,213 |
|
|
|
— |
|
|
|
— |
|
|
|
366,237 |
|
|
|
— |
|
|
|
366,237 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
3,196 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(98 |
) |
|
|
(98 |
) |
|
Transfers to (from) noncontrolling interest |
|
|
(166 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
(13,529 |
) |
|
|
— |
|
|
|
— |
|
|
|
(13,529 |
) |
|
|
13,695 |
|
|
|
166 |
|
|
Unrealized gains on available-for-sale securities |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
152 |
|
|
|
— |
|
|
|
152 |
|
|
|
— |
|
|
|
152 |
|
|
Net loss |
|
|
(635 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(59,980 |
) |
|
|
(59,980 |
) |
|
|
(49 |
) |
|
|
(60,029 |
) |
|
Balances as of September 30, 2019 |
|
$ |
2,570 |
|
|
|
|
117,359,502 |
|
|
$ |
117 |
|
|
$ |
826,062 |
|
|
$ |
152 |
|
|
$ |
(366,573 |
) |
|
$ |
459,758 |
|
|
$ |
61,939 |
|
|
$ |
521,697 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
(1) |
The consolidated balances as of December 31, 2018 are derived from the audited consolidated financial statements as of that date and were retroactively adjusted, including shares and per share amounts, as a result of the Reorganization. See Note 3 to the condensed consolidated financial statements for additional details. |
6
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity
(unaudited)
(in thousands, except share and per share amounts)
|
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
||
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
BridgeBio |
|
|
Noncontro- |
|
|
Total |
|
|||||
|
|
|
Noncontrolling |
|
|
|
Common Stock |
|
|
Paid-In |
|
|
Accumulated |
|
|
Stockholders' |
|
|
lling |
|
|
Stockholders’ |
|
|||||||||||
|
|
|
Interests |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
||||||||
|
Balances as of December 31, 2017 (1) |
|
$ |
833 |
|
|
|
|
51,314,794 |
|
|
$ |
51 |
|
|
$ |
134,495 |
|
|
$ |
(48,695 |
) |
|
$ |
85,851 |
|
|
$ |
2,498 |
|
|
$ |
88,349 |
|
|
Vesting of restricted common stock and related equity-based compensation expense |
|
|
— |
|
|
|
|
449,371 |
|
|
|
1 |
|
|
|
321 |
|
|
|
— |
|
|
|
322 |
|
|
|
— |
|
|
|
322 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
15,617 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
553 |
|
|
|
553 |
|
|
Transfers to (from) noncontrolling interest |
|
|
(11,286 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
3,876 |
|
|
|
— |
|
|
|
3,876 |
|
|
|
7,410 |
|
|
|
11,286 |
|
|
Net loss |
|
|
(3,614 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34,156 |
) |
|
|
(34,156 |
) |
|
|
(4,660 |
) |
|
|
(38,816 |
) |
|
Balances as of March 31, 2018 |
|
|
1,550 |
|
|
|
|
51,764,165 |
|
|
|
52 |
|
|
|
138,692 |
|
|
|
(82,851 |
) |
|
|
55,893 |
|
|
|
5,801 |
|
|
|
61,694 |
|
|
Vesting of restricted common stock and related equity-based compensation expense |
|
|
— |
|
|
|
|
450,775 |
|
|
|
— |
|
|
|
325 |
|
|
|
— |
|
|
|
325 |
|
|
|
— |
|
|
|
325 |
|
|
Issuance of common stock at $4.29 per share, net of issuance costs of $0 |
|
|
— |
|
|
|
|
8,455,861 |
|
|
|
8 |
|
|
|
36,292 |
|
|
|
— |
|
|
|
36,300 |
|
|
|
— |
|
|
|
36,300 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
46,710 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
96,689 |
|
|
|
96,689 |
|
|
Transfers to (from) noncontrolling interest |
|
|
(41,450 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
56,182 |
|
|
|
— |
|
|
|
56,182 |
|
|
|
(14,732 |
) |
|
|
41,450 |
|
|
Net loss |
|
|
(3,618 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,551 |
) |
|
|
(26,551 |
) |
|
|
(5,533 |
) |
|
|
(32,084 |
) |
|
Balances as of June 30, 2018 |
|
|
3,192 |
|
|
|
|
60,670,801 |
|
|
|
60 |
|
|
|
231,491 |
|
|
|
(109,402 |
) |
|
|
122,149 |
|
|
|
82,225 |
|
|
|
204,374 |
|
|
Vesting of restricted common stock and related equity-based compensation expense |
|
|
— |
|
|
|
|
451,560 |
|
|
|
1 |
|
|
|
325 |
|
|
|
— |
|
|
|
326 |
|
|
|
— |
|
|
|
326 |
|
|
Issuance (repurchase) of noncontrolling interest |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
974 |
|
|
|
974 |
|
|
Transfers to (from) noncontrolling interest |
|
|
75 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,253 |
) |
|
|
— |
|
|
|
(2,253 |
) |
|
|
2,178 |
|
|
|
(75 |
) |
|
Net loss |
|
|
(2,355 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(31,401 |
) |
|
|
(31,401 |
) |
|
|
(8,322 |
|||||