bbio-10q_20200331.htm

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.

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 May 8, 2020 the registrant had 121,369,992 shares of common stock, $0.001 par value per share, outstanding.

	March 31,			December 31,
	2020			2019
	(Unaudited)			⁽¹⁾
Assets
Current assets:
Cash and cash equivalents	$	757,049		$	363,773
Short-term marketable securities		148,126			182,220
Prepaid expenses and other current assets		19,782			22,629
Total current assets		924,957			568,622
Property and equipment, net		15,755			5,625
Operating lease right-of-use assets, net		8,855			—
Long-term marketable securities		23,210			31,144
Other assets		17,022			26,288
Total assets	$	989,799		$	631,679
Liabilities, Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,086		$	8,852
Accrued compensation and benefits		5,647			13,317
Accrued research and development liabilities		29,522			20,896
Accrued professional services		3,145			2,222
LEO call option liability		3,539			4,078
Build-to-suit lease obligation		—			8,000
Operating lease liabilities, current portion		2,510			—
Other accrued liabilities		7,465			3,020
Total current liabilities		64,914			60,385
Term loans, noncurrent		92,416			91,791
2027 Notes		368,923			—
Operating lease liabilities, net of current portion		8,678			—
Other liabilities		2,797			3,527
Total liabilities		537,728			155,703
Commitments and contingencies (Note 8)
Redeemable convertible noncontrolling interests		3,053			2,243
Stockholders’ equity:
Undesignated preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 500,000,000 shares authorized; 123,774,536 shares issued and 121,359,855 shares outstanding as of March 31, 2020, 123,658,287 shares issued and outstanding as of December 31, 2019		124			124
Treasury stock, at cost; 2,414,681 shares as of March 31, 2020		(75,000	)		—
Additional paid-in capital		986,746			848,107
Accumulated other comprehensive income		726			254
Accumulated deficit		(531,881	)		(440,031	)
Total BridgeBio stockholders' equity		380,715			408,454
Noncontrolling interests		68,303			65,279
Total stockholders' equity		449,018			473,733
Total liabilities, redeemable convertible noncontrolling interests and stockholders’ equity	$	989,799		$	631,679

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Three Months Ended March 31,
	2020			2019
Operating expenses:
Research and development	$	68,225		$	44,853
General and administrative		34,262			18,899
Total operating expenses		102,487			63,752
Loss from operations		(102,487	)		(63,752	)
Other income (expense), net:
Interest income		1,941			2,107
Interest expense		(4,010	)		(1,671	)
Share in net loss of an equity method investment		—			(4,599	)
Other income (expense)		474			(1,521	)
Total other income (expense), net		(1,595	)		(5,684	)
Net loss		(104,082	)		(69,436	)
Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests		12,232			8,251
Net loss attributable to common stockholders of BridgeBio	$	(91,850	)	$	(61,185	)
Net loss per share, basic and diluted	$	(0.78	)	$	(0.66	)
Weighted-average shares used in computing net loss per share, basic and diluted ⁽²⁾		117,803,438			92,330,072

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity

	Three Months Ended March 31, 2020
	Redeemable																Accumulated					Total
	Convertible													Additional			Other					BridgeBio			Noncontro-			Total
	Noncontrolling			Common Stock					Treasury Stock					Paid-In			Comprehensive		Accumulated			Stockholders'			lling			Stockholders’
	Interests			Shares			Amount		Shares		Amount			Capital			Income		Deficit			Equity			Interests			Equity
Balances as of December 31, 2019 ⁽³⁾	$	2,243			123,658,287		$	124		—	$	—		$	848,107		$	254	$	(440,031	)	$	408,454		$	65,279		$	473,733
Issuance of shares under equity compensation plans		—			116,249			—		—		—			529			—		—			529			—			529
Stock-based compensation		—			—			—		—		—			8,063			—		—			8,063			—			8,063
Equity component of 2027 Notes, net of issuance costs and deferred tax liability		—			—			—		—		—			167,726			—		—			167,726			—			167,726
Purchase of capped calls		—			—			—		—		—			(49,280	)		—		—			(49,280	)		—			(49,280	)
Repurchase of common stock		—			(2,414,681	)		—		2,414,681		(75,000	)		—			—		—			(75,000	)		—			(75,000	)
Issuance of noncontrolling interest		1,102			—			—		—		—			—			—		—			—			26,565			26,565
Transfers from (to) noncontrolling interest		574			—			—		—		—			11,601			—		—			11,601			(12,175	)		(574	)
Unrealized gains on available-for-sale securities		—			—			—		—		—			—			472		—			472			—			472
Net loss		(866	)		—			—		—		—			—			—		(91,850	)		(91,850	)		(11,366	)		(103,216	)
Balances as of March 31, 2020	$	3,053			121,359,855		$	124		2,414,681	$	(75,000	)	$	986,746		$	726	$	(531,881	)	$	380,715		$	68,303		$	449,018

	Three Months Ended March 31, 2019
	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, 2018 ⁽³⁾	$	122			92,057,704	$	92	$	494,231		$	(179,444	)	$	314,879		$	62,361		$	377,240
Issuance of shares under equity compensation plans		—			518,511		—		—			—			—			—			—
Stock-based compensation		—			—		—		1,236			—			1,236			—			1,236
Repayment of nonrecourse notes		—			—		—		179			—			179			—			179
Issuance of noncontrolling interest		—			—		—		—			—			—			1,320			1,320
Transfers from (to) 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	$	92	$	492,678		$	(240,629	)	$	252,141		$	58,318		$	310,459

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Three Months Ended March 31,
Operating activities:	2020			2019
Net loss	$	(104,082	)	$	(69,436	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		10,222			2,232
Share in net loss of equity method investments		—			4,599
Accretion of 2027 Notes and term loans		1,761			354
Acquired in-process research and development assets		—			2,000
LEO call option expense (income)		(539	)		1,514
Other noncash adjustments		1,034			339
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2,846			(309	)
Other assets		(734	)		(1,852	)
Accounts payable		4,234			(1,952	)
Accrued compensation and benefits		(7,670	)		(432	)
Accrued research and development liabilities		8,626			1,710
Accrued professional services		923			1,370
Operating lease liabilities		(556	)		—
Other accrued and other liabilities		15			723
Net cash used in operating activities		(83,920	)		(59,140	)
Investing activities
Maturities of marketable securities		42,500			—
Cash paid for in-process research and development assets acquired		—			(2,000	)
Purchases of property and equipment		(4,477	)		(427	)
Net cash provided by (used in) investing activities		38,023			(2,427	)
Financing activities
Proceeds from issuance of 2027 Notes		550,000			—
Issuance costs and discounts associated with issuance of 2027 Notes		(12,375	)		—
Purchase of capped calls		(49,280	)		—
Repurchase of common stock		(75,000	)		—
Proceeds from repayment of nonrecourse notes		—			179
Proceeds from at-the-market issuance of noncontrolling interest by Eidos, net		24,094			—
Proceeds from issuance of redeemable convertible noncontrolling interests to third-party investors		1,000			—
MyoKardia distributions		—			(997	)
Payment of deferred offering costs		—			(936	)
Proceeds from stock option exercises, net of repurchases		734			103
Net cash provided by (used in) financing activities		439,173			(1,651	)
Net increase (decrease) in cash, cash equivalents and restricted cash		393,276			(63,218	)
Cash, cash equivalents and restricted cash at beginning of period		364,197			436,245
Cash, cash equivalents and restricted cash at end of period	$	757,473		$	373,027
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,054		$	1,176
Supplemental Disclosures of Non-Cash Investing and Financing Information:
Issuance costs associated with issuance of 2027 Notes included in other accrued and other liabilities	$	664		$	—
Recognition of property and equipment previously classified in other assets	$	10,000		$	—
Operating lease right-of-use assets obtained in exchange for operating lease obligations	$	9,395		$	—
Transfers from (to) noncontrolling interest (Note 6)	$	11,601		$	(2,968	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BridgeBio Pharma, Inc. (“BridgeBio”) was established to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which are diseases that arise from defects in a single gene, and cancers with clear genetic drivers. BridgeBio’s pipeline of programs spans early discovery to late-stage development.

On July 1, 2019, BridgeBio completed the 2019 Reorganization and closed the Initial Public Offering (“IPO”) of its common stock (see Note 13). Since inception, BridgeBio has either created wholly-owned subsidiaries or has made investments in certain controlled entities, including partially-owned subsidiaries for which BridgeBio has a majority voting interest, and variable interest entities (“VIEs”) for which BridgeBio is the primary beneficiary (collectively, “we”, “our”, “us”). Our condensed consolidated financial statements include the accounts of our majority-owned affiliate, Eidos Therapeutics, Inc. (“Eidos”), which completed an IPO in June 2018. BridgeBio is headquartered in Palo Alto, California.

The results of operations and cash flows prior to the IPO closing on July 1, 2019 relate to BridgeBio Pharma LLC (“BBP LLC”), its subsidiaries and controlled entities. Subsequent to the IPO closing, the information relates to BridgeBio, its subsidiaries and controlled entities. All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted, where applicable, for the comparable periods presented to give effect to the exchange ratio applied in connection with the 2019 Reorganization.

The condensed consolidated financial statements include the accounts of BridgeBio Pharma, Inc., its wholly owned subsidiaries and controlled entities, all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of SEC regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”).

The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, and our cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other future annual or interim periods.

The condensed consolidated balance sheet as of March 31, 2020, the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss, the condensed consolidated statements of redeemable convertible noncontrolling interests and stockholders’ equity and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three-month periods are also unaudited.

BridgeBio consolidates those entities in which it has a direct or indirect controlling financial interest based on either the VIE model or the Voting Interest Entity (“VOE”) model.

At the VIE’s inception, BridgeBio determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. BridgeBio then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. Refer to Note 6.

Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. Refer to Note 6.

We have either created or made investments in entities that are either wholly or partially-owned subsidiaries and VIEs. The following are the VIEs as of March 31, 2020 and December 31, 2019:

Variable Interest Entities	Relationship as of March 31, 2020	Date Control First Acquired	Ownership % as of March 31, 2020			Ownership % as of December 31, 2019
			(unaudited)
Fortify Therapeutics, Inc. (“Fortify”)	Controlled VIE	June 2018		99.7	%		99.7	%
Calcilytix Therapeutics, Inc. (“Calcilytix”)	Controlled VIE	December 2018		98.9	%		98.9	%
Audition Therapeutics, Inc. (“Audition”)	Controlled VIE	May 2019		64.5	%		64.5	%
Molecular Skin Therapeutics, Inc. (“MOST”)	Controlled VIE	July 2016		64.1	%		64.8	%
TheRas, Inc. (“Theras”)	Controlled VIE	August 2016		99.6	%		99.6	%
Quartz Therapeutics, Inc. (“Quartz”)	Controlled VIE	October 2016		89.0	%		89.0	%
PellePharm, Inc. (“PellePharm”)⁽¹⁾	VIE	December 2016		43.3	%		43.3	%
Navire Pharma, Inc. (“Navire”)	Controlled VIE	February 2017		78.1	%		78.6	%
CoA Therapeutics, Inc. (“CoA”)	Controlled VIE	February 2017		98.8	%		99.5	%
Dermecular Therapeutics, Inc. (“Dermecular”)	Controlled VIE	April 2017		87.6	%		87.6	%
Phoenix Tissue Repair, Inc. (“PTR”)	Controlled VIE	July 2017		65.3	%		65.5	%
QED Therapeutics, Inc. (“QED”)	Controlled VIE	January 2018		98.0	%		97.8	%
Adrenas Therapeutics, Inc. (“Adrenas”)	Controlled VIE	January 2018		90.7	%		90.1	%
Orfan Biotech, Inc. (“Orfan”)	Controlled VIE	January 2018		91.7	%		91.7	%
Ferro Therapeutics, Inc. (“Ferro”)	Controlled VIE	March 2018		90.6	%		90.9	%
Origin Biosciences, Inc. (“Origin”)	Controlled VIE	April 2018		99.7	%		99.6	%
Venthera, Inc. (“Venthera”)	Controlled VIE	April 2018		86.9	%		83.2	%
Aspa Therapeutics, Inc. (“Aspa”)	Controlled VIE	June 2018		93.0	%		91.0	%
ML Bio Solutions, Inc. (“ML Bio”)	Controlled VIE	July 2019		63.3	%		50.6	%
Shift Therapeutics, Inc. (“Shift”) (2)	Controlled VIE	January 2019		83.1	%		—

Not included in the above list is Eidos, which is a partially-owned subsidiary that we consolidate under the VOE model.

In light of recent developments relating to the global outbreak of SARS-CoV-2, the novel strain of coronavirus that causes Coronavirus disease 19 (COVID-19), the focus of healthcare providers and hospitals on fighting the virus, and consistent with the U.S. Food and Drug Administration’s updated industry guidance for conducting clinical trials issued on March 18, 2020, we are experiencing delays in or temporary suspension of the enrollment of patients in our subsidiaries’ ongoing clinical trials. We additionally expect to experience delays in certain ongoing key program activities, including commencement of planned clinical trials, as well as non-clinical experiments and investigational new drug application-enabling good laboratory practice toxicology studies. The exact timing of delays and overall impact is currently unknown.

We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds and repurchase agreements collateralized with securities issued by the U.S. government or its agencies.

Our restricted cash balance relates to cash and cash equivalents that we have pledged as collateral under certain lease agreements and letters of credit.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows:

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, fair value of the liability component of our 2.50% convertible senior notes due 2027 (the “2027 Notes”, see Note 9), the fair value of the LEO Call Option liability (see Note 7), the present value of lease payments of our leases on lease commencement date, the valuation of our stock-based awards, accruals for certain employees’ performance-based milestones, accruals for research and development activities, accruals for contingent milestone payments in our license agreements and income tax uncertainties. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions.

In March 2020, in connection with the issuance of the 2027 Notes (see Note 9), BridgeBio entered into Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to the holders of BridgeBio’s common stock upon any conversion of the 2027 Notes and/or offset any cash payments BridgeBio is required to make in excess of the principal amount of converted 2027 Notes, with such reduction and/or offset subject to a cap based on the cap price (see Note 9). The capped calls meet the conditions outlined in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging, to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met.

Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest, we present debt issuance costs on the condensed consolidated balance sheet as a direct deduction from the associated debt. A portion of debt issuance costs incurred in connection with the 2027 Notes issued in March 2020 was deemed to relate to the equity component and was recorded as a reduction to additional paid in capital and is not amortized to interest expense over the estimated life of the related debt. The 2027 Notes are more fully described in Note 9.

Repurchased treasury stock is recorded at cost, including any commissions and fees.

Our lease portfolio as of January 1, 2020 and March 31, 2020 includes leases for our headquarters, office spaces and laboratory facility. We determine if an arrangement is a lease at the inception of the contract. The asset component of our operating leases is recorded as operating lease right-of-use assets, and the liability component is recorded as current portion of operating lease liabilities and operating lease liabilities, net of current portion in our condensed consolidated balance sheet. As of March 31, 2020, we have not recorded any finance leases.

Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Operating lease right-of-use assets are adjusted for incentives expected to be received. On the lease commencement date, we estimate and include in our lease payments any lease incentive amounts based on future events when (1) the events are within our control and (2) the event triggering the right to receive the incentive is deemed reasonably certain to occur. If the lease incentive received is greater or less than the amount recognized at lease commencement, we recognize the difference as an adjustment to right-of-use asset and/or lease liability, as applicable.

Right-of-use assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. We recognize variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease.

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of BridgeBio’s common stock outstanding for the period, without consideration for potential dilutive shares of common stock, such as stock options, unvested restricted stock units and awards, shares issuable under the employee stock purchase plan and

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)

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102
Item 3.	Defaults Upon Senior Securities	102
Item 4.	Mine Safety Disclosures	102
Item 5.	Other Information	102
Item 6.	Exhibits	103
Signatures		105

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

	March 31, 2020		March 31, 2019
	(in thousands)
Cash and cash equivalents	$	757,049	$	373,027
Restricted cash		424		—
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	757,473	$	373,027