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 March 31, 2020
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 001-39208
Beam Therapeutics Inc.
(Exact name of Registrant as specified in its Charter)
Delaware |
81-5238376 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
26 Landsdowne Street Cambridge, MA |
02139 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (857) 327-8775
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 $0.01 per share |
BEAM |
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, a 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 ☒
The number of shares of registrant’s common stock outstanding as of May 8, 2020 was 51,485,115.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “targets,” “projections,” “should,” “could,” “would,” “may,” “might,” “will,” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in Part II, Item 1A of this report. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
When we use the terms “Beam,” the “Company,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q, we mean Beam Therapeutics Inc. and its subsidiaries on a consolidated basis, unless the context indicates otherwise.
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Page |
PART I |
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Item 1. |
1 |
|
|
1 |
|
|
Condensed Consolidated Statements of Operations and Other Comprehensive Loss |
2 |
|
3 |
|
|
4 |
|
|
5 |
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 |
Item 3. |
24 |
|
Item 4. |
24 |
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|
|
|
PART II |
|
|
Item 1. |
25 |
|
Item 1A. |
25 |
|
Item 2. |
74 |
|
Item 5. |
75 |
|
Item 6. |
76 |
Item 1. Financial Statements (Unaudited)
Beam Therapeutics Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share amounts)
|
|
March 31, 2020 |
|
|
December 31, 2019 |
|
||
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
126,050 |
|
|
$ |
37,221 |
|
Marketable securities |
|
|
127,392 |
|
|
|
54,627 |
|
Prepaid expenses and other current assets |
|
|
6,192 |
|
|
|
2,696 |
|
Total current assets |
|
|
259,634 |
|
|
|
94,544 |
|
Property and equipment, net |
|
|
24,802 |
|
|
|
24,290 |
|
Restricted cash |
|
|
13,332 |
|
|
|
13,332 |
|
Operating lease right-of-use assets |
|
|
22,126 |
|
|
|
18,957 |
|
Other assets |
|
|
2,744 |
|
|
|
4,976 |
|
Total assets |
|
$ |
322,638 |
|
|
$ |
156,099 |
|
Liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
6,101 |
|
|
$ |
7,846 |
|
Accrued expenses and other current liabilities |
|
|
8,480 |
|
|
|
7,852 |
|
Derivative liabilities |
|
|
10,500 |
|
|
|
7,800 |
|
Current portion of lease liability |
|
|
4,699 |
|
|
|
4,337 |
|
Current portion of equipment financing liability |
|
|
1,660 |
|
|
|
1,303 |
|
Total current liabilities |
|
|
31,440 |
|
|
|
29,138 |
|
Long-term lease liability |
|
|
24,059 |
|
|
|
21,187 |
|
Long-term equipment financing liability |
|
|
5,333 |
|
|
|
4,411 |
|
Other liabilities |
|
|
412 |
|
|
|
418 |
|
Total liabilities |
|
|
61,244 |
|
|
|
55,154 |
|
Commitments and contingencies (See Note 7, Leases, and Note 8, License agreements) |
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock |
|
|
— |
|
|
|
302,049 |
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 25,000,000 and no shares authorized at March 31, 2020 and December 31, 2019, respectively, and no shares issued or outstanding at March 31, 2020 and December 31, 2019, respectively |
|
|
— |
|
|
|
— |
|
Common stock, $0.01 par value; 250,000,000 and 205,000,000 shares authorized, 51,345,290 and 9,981,991 issued, and 49,077,350 and 7,326,185 outstanding at March 31, 2020 and December 31, 2019, respectively |
|
|
491 |
|
|
|
73 |
|
Additional paid-in capital |
|
|
494,749 |
|
|
|
1,851 |
|
Accumulated other comprehensive (loss) income |
|
|
(344 |
) |
|
|
16 |
|
Accumulated deficit |
|
|
(233,502 |
) |
|
|
(203,044 |
) |
Total stockholders’ equity (deficit) |
|
|
261,394 |
|
|
|
(201,104 |
) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) |
|
$ |
322,638 |
|
|
$ |
156,099 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Beam Therapeutics Inc.
Condensed Consolidated Statements of Operations and Other Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2020 |
|
|
2019 |
|
||
License revenue |
|
$ |
6 |
|
|
$ |
— |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Research and development |
|
|
21,549 |
|
|
|
9,179 |
|
General and administrative |
|
|
6,812 |
|
|
|
3,929 |
|
Total operating expenses |
|
|
28,361 |
|
|
|
13,108 |
|
Loss from operations |
|
|
(28,355 |
) |
|
|
(13,108 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities |
|
|
(2,700 |
) |
|
|
(1,000 |
) |
Interest and other income, net |
|
|
597 |
|
|
|
498 |
|
Total other expense |
|
|
(2,103 |
) |
|
|
(502 |
) |
Net loss |
|
$ |
(30,458 |
) |
|
$ |
(13,610 |
) |
Unrealized loss on marketable securities |
|
|
(360 |
) |
|
|
— |
|
Comprehensive loss |
|
$ |
(30,818 |
) |
|
$ |
(13,610 |
) |
Reconciliation of net loss to net loss attributable to common stockholders: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(30,458 |
) |
|
$ |
(13,610 |
) |
Accretion of redeemable convertible preferred stock to redemption value, including dividends on preferred stock |
|
|
(1,277 |
) |
|
|
(2,963 |
) |
Net loss attributable to common stockholders |
|
$ |
(31,735 |
) |
|
$ |
(16,573 |
) |
Net loss per common share attributable to common stockholders, basic and diluted |
|
$ |
(1.03 |
) |
|
$ |
(2.86 |
) |
Weighted-average common shares used in net loss per share attributable to common stockholders, basic and diluted |
|
|
30,725,077 |
|
|
|
5,795,481 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Beam Therapeutics Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(Unaudited)
(in thousands, except share amounts)
|
Redeemable Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total Stockholders’ |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Loss) Income |
|
|
Deficit |
|
|
Deficit |
|
||||||||
Balance at December 31, 2018 |
|
|
119,308,387 |
|
|
$ |
251,434 |
|
|
|
|
5,565,368 |
|
|
$ |
56 |
|
|
$ |
7,256 |
|
|
|
— |
|
|
$ |
(124,718 |
) |
|
$ |
(117,406 |
) |
Issuance of Series B redeemable convertible preferred stock, net of issuance costs of $0.1 million |
|
|
11,308,397 |
|
|
|
37,901 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Accretion of redeemable convertible preferred stock to redemption value |
|
|
— |
|
|
|
2,963 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,963 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,963 |
) |
Vesting of restricted common stock |
|
|
— |
|
|
|
— |
|
|
|
|
388,562 |
|
|
|
4 |
|
|
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock related to license agreement |
|
|
— |
|
|
|
— |
|
|
|
|
16,725 |
|
|
|
— |
|
|
|
113 |
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
869 |
|
|
|
— |
|
|
|
— |
|
|
|
869 |
|
Exercise of common stock options |
|
|
— |
|
|
|
— |
|
|
|
|
12,502 |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,610 |
) |
|
|
(13,610 |
) |
Balance at March 31, 2019 |
|
|
130,616,784 |
|
|
$ |
292,298 |
|
|
|
|
5,983,157 |
|
|
$ |
60 |
|
|
$ |
5,278 |
|
|
$ |
— |
|
|
$ |
(138,328 |
) |
|
$ |
(132,990 |
) |
|
|
Redeemable Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total Stockholders’ (Deficit) |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Loss) Income |
|
|
Deficit |
|
|
Equity |
|
||||||||
Balance at December 31, 2019 |
|
|
130,616,784 |
|
|
$ |
302,049 |
|
|
|
|
7,326,185 |
|
|
$ |
73 |
|
|
$ |
1,851 |
|
|
$ |
16 |
|
|
$ |
(203,044 |
) |
|
$ |
(201,104 |
) |
Accretion of redeemable convertible preferred stock to redemption value |
|
|
— |
|
|
|
1,277 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(1,277 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,277 |
) |
Conversion of redeemable convertible preferred stock to common stock upon closing of initial public offering |
|
|
(130,616,784 |
) |
|
|
(303,326 |
) |
|
|
|
29,127,523 |
|
|
|
291 |
|
|
|
303,035 |
|
|
|
— |
|
|
|
— |
|
|
|
303,326 |
|
Issuance of common stock from initial public offering, net of issuance costs of $18.7 million |
|
|
— |
|
|
|
— |
|
|
|
|
12,176,471 |
|
|
|
122 |
|
|
|
188,201 |
|
|
|
— |
|
|
|
— |
|
|
|
188,323 |
|
Vesting of restricted common stock |
|
|
— |
|
|
|
— |
|
|
|
|
387,866 |
|
|
|
4 |
|
|
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
2,792 |
|
|
|
— |
|
|
|
— |
|
|
|
2,792 |
|
Exercise of common stock options |
|
|
— |
|
|
|
— |
|
|
|
|
59,305 |
|
|
|
1 |
|
|
|
151 |
|
|
|
— |
|
|
|
— |
|
|
|
152 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(360 |
) |
|
|
— |
|
|
|
(360 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,458 |
) |
|
|
(30,458 |
) |
Balance at March 31, 2020 |
|
|
— |
|
|
$ |
— |
|
|
|
|
49,077,350 |
|
|
$ |
491 |
|
|
$ |
494,749 |
|
|
$ |
(344 |
) |
|
$ |
(233,502 |
) |
|
$ |
261,394 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Beam Therapeutics Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2020 |
|
|
2019 |
|
||
Operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(30,458 |
) |
|
$ |
(13,610 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,100 |
|
|
|
735 |
|
Amortization of investment premiums |
|
|
(129 |
) |
|
|
— |
|
Stock-based compensation expense |
|
|
2,792 |
|
|
|
869 |
|
Change in operating lease right-of-use assets |
|
|
952 |
|
|
|
206 |
|
Non-cash research and development license expense |
|
|
264 |
|
|
|
113 |
|
Change in fair value of derivative liabilities |
|
|
2,700 |
|
|
|
1,000 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
(3,559 |
) |
|
|
(425 |
) |
Other long-term assets |
|
|
(77 |
) |
|
|
(78 |
) |
Accounts payable |
|
|
(471 |
) |
|
|
(1,517 |
) |
Accrued expenses and other liabilities |
|
|
378 |
|
|
|
(595 |
) |
Operating lease liabilities |
|
|
(879 |
) |
|
|
(382 |
) |
Financing milestone liabilities |
|
|
— |
|
|
|
(12,000 |
) |
Other long-term liabilities |
|
|
(6 |
) |
|
|
(173 |
) |
Net cash used in operating activities |
|
|
(27,393 |
) |
|
|
(25,857 |
) |
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(3,046 |
) |
|
|
(2,354 |
) |
Purchases of marketable securities |
|
|
(117,719 |
) |
|
|
— |
|
Maturities of marketable securities |
|
|
44,723 |
|
|
|
— |
|
Purchase of long-term investment |
|
|
(750 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(76,792 |
) |
|
|
(2,354 |
) |
Financing activities |
|
|
|
|
|
|
|
|
Proceeds from issuance of Series B Preferred Stock, net |
|
|
— |
|
|
|
37,901 |
|
Proceeds from initial public offering, net of underwriting discount |
|
|
192,510 |
|
|
|
— |
|
Payment of initial public offering costs |
|
|
(958 |
) |
|
|
— |
|
Proceeds from equipment financings |
|
|
1,625 |
|
|
|
— |
|
Repayment of equipment financings |
|
|
(315 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
152 |
|
|
|
7 |
|
Net cash provided by financing activities |
|
|
193,014 |
|
|
|
37,908 |
|
|
|
|
|
|
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
88,829 |
|
|
|
9,697 |
|
Cash, cash equivalents and restricted cash—beginning of period |
|
|
50,553 |
|
|
|
147,936 |
|
Cash, cash equivalents and restricted cash—end of period |
|
$ |
139,382 |
|
|
$ |
157,633 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
134 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Conversion of redeemable convertible preferred stock to common stock upon closing of the initial public offering |
|
$ |
303,326 |
|
|
$ |
— |
|
Property and equipment additions in accounts payable and accrued expenses |
|
$ |
1,032 |
|
|
$ |
1,573 |
|
Operating lease liabilities arising from obtaining right-of-use assets |
|
$ |
4,032 |
|
|
$ |
— |
|
Issuance of common stock for research and development license |
|
$ |
— |
|
|
$ |
113 |
|
Equity issuance costs in accounts payable and accrued expenses |
|
$ |
707 |
|
|
$ |
— |
|
Accretion of redeemable convertible preferred stock to redemption value, including dividends on preferred stock |
|
$ |
1,277 |
|
|
$ |
2,963 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Beam Therapeutics Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Nature of the business and basis of presentation
Organization
Beam Therapeutics Inc. (the “Company” or “Beam”) is a research stage biotechnology company committed to creating a new class of precision genetic medicines, based on the Company’s proprietary base editing technology, with a vision of providing life-long cures to patients suffering from serious diseases. The Company was incorporated in January 2017 as a Delaware corporation and began operations in July 2017. Its principal offices are in Cambridge, Massachusetts.
Liquidity and capital resources
Since its inception, the Company has devoted substantially all of our resources to building our base editing platform and advancing development of our portfolio of programs, establishing and protecting our intellectual property, conducting research and development activities, organizing and staffing our company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
In connection with the Company’s initial public offering, or IPO, the Company’s board of directors approved a one-for-4.4843 reverse stock split of its issued and outstanding common stock and stock options and a proportional adjustment to the existing conversion ratios for the Company’s redeemable convertible preferred stock effective as of January 24, 2020. Accordingly, all common stock shares, per share amounts, and additional paid in capital amounts for all periods presented in the accompanying financial statements have been retroactively adjusted, where applicable, to reflect the reverse stock split and adjustment to the preferred stock conversion ratios.
In February 2020, the Company completed its IPO in which the Company issued and sold 12,176,471 shares of its common stock, including 1,588,235 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $17.00 per share, for aggregate gross proceeds of $207.0 million. The Company received approximately $188.3 million in net proceeds after deducting underwriting discounts and estimated offering expenses payable by the Company. In connection with the IPO, all outstanding shares of redeemable convertible preferred stock converted into 29,127,523 shares of the Company’s common stock.
Since its inception, the Company has incurred substantial losses and had an accumulated deficit of $233.5 million as of March 31, 2020. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. The Company expects that its cash, cash equivalents, and marketable securities as of March 31, 2020 of $253.4 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these financial statements. The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so.
Basis of presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB.
The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of March 31, 2020, the
5
results of its operations and other comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2020 and 2019. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 30, 2020.
Consolidation
The accompanying condensed consolidated financial statements include the accounts of Beam Therapeutics Inc. and its wholly owned subsidiaries, Blink Therapeutics Inc., or Blink, which is a Delaware subsidiary that holds certain intellectual property related to RNA base editing, and Beam Therapeutics Securities Corporation, which is a Massachusetts subsidiary created to buy, sell and hold securities. All intercompany transactions and balances have been eliminated in consolidation.
COVID-19-related significant risks and uncertainties
With the global spread of the ongoing coronavirus disease of 2019, or COVID-19, pandemic in the first and second quarters of 2020, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its business. In March 2020, to protect the health of its employees, and their families and communities, the Company restricted access to its offices to personnel who must perform critical activities that must be completed on-site, limited the number of such personnel that can be present at its facilities at any one time, and requested that most of its employees work remotely. In May 2020, as restrictions are eased and the number of remote employees are reduced, the Company expects to incur additional costs to provide a safe working environment to its onsite employees.
The extent to which the COVID-19 pandemic impacts the Company’s business, its corporate development objectives, results of operations and financial condition, and the value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements, and the effectiveness of actions taken globally to contain and treat the disease. Disruptions to the global economy, disruption of global healthcare systems, and other significant impacts of the COVID-19 pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.
While the COVID-19 pandemic did not significantly impact the Company’s business or results of operations during the first quarter of 2020, the length and extent of the pandemic, its consequences, and containment efforts will determine the future impact on the Company’s operations and financial condition.
2. Summary of significant accounting policies
The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2019, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 30, 2020. Since the date of those financial statements, there have been no changes to Beam’s significant accounting policies.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from these estimates.
The COVID-19 pandemic may have an impact on the development timelines of the Company’s pre-clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance 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. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.
Cash, cash equivalents, and restricted cash
Cash and cash equivalents consist of standard checking accounts, money market accounts, and all highly liquid investments with an original maturity of three months or less at the date of purchase. Restricted cash represents collateral provided for letters of credit issued as security deposits in connection with the Company’s leases of its corporate facilities.
6
The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s condensed consolidated balance sheets to the total of the amounts shown in the condensed consolidated statement of cash flows (in thousands):
|
|
March 31, 2020 |
|
|
March 31, 2019 |
|
||
Cash and cash equivalents |
|
$ |
126,050 |
|
|
$ |
156,138 |
|
Restricted cash |
|
|
13,332 |
|
|
|
1,495 |
|
Total cash, cash equivalents, and restricted cash |
|
$ |
139,382 |
|
|
$ |
157,633 |
|
Recent accounting pronouncements
In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements, or ASC 808, which clarifies certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. ASC 808 will be effective for the Company in the first quarter of fiscal 2021, with early adoption permitted. A retrospective adoption to the date the Company adopted ASC 606, Revenue from Contracts with Customers, is required by recognizing a cumulative-effect adjustment to the opening balance or retained earnings of the earliest period presented. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.
3. Property and equipment, net
Property and equipment consist of the following (in thousands):
|
March 31, 2020 |
|
|
December 31, 2019 |
|
|||
Leasehold improvements |
|
$ |
12,670 |
|
|
$ |
12,653 |
|
Lab equipment |
|
|
13,573 |
|
|
|
12,029 |
|
Furniture and fixtures |
|
|
1,040 |
|
|
|
1,040 |
|
Computer equipment |
|
|
547 |
|
|
|
547 |
|
Construction in process |
|
|
2,236 |
|
|
|
2,185 |
|
Total property and equipment |
|
|
30,066 |
|
|
|
28,454 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
(5,264 |
) |
|
|
(4,164 |
) |
Property and equipment, net |
|
$ |
24,802 |
|
|
$ |
24,290 |
|
Depreciation expense for the three months ended March 31, 2020 and 2019 was $1.1 million, and $0.7 million, respectively.
4. fair Value of financial instruments
The Company’s financial instruments that are measured at fair value on a recurring basis consist of cash equivalents, marketable securities, and success payment derivative liabilities pursuant to the license agreement between Harvard University, or Harvard, and the Company, or the Harvard License Agreement, and the license agreement between Broad Institute of MIT and Harvard, or Broad Institute, and Blink, or the Broad License Agreement.
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:
|
• |
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. |
|
• |
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability. |
|
• |
Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. |
7
The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at March 31, 2020 (in thousands):
|
|
Carrying amount |
|
|
Fair value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
70,322 |
|
|
$ |
70,322 |
|
|
$ |
70,322 |
|
|
$ |
— |
|
|
$ |
— |
|
Commercial paper |
|
|
37,255 |
|
|
|
37,255 |
|
|
|
— |
|
|
|
37,255 |
|
|
|
— |
|
Corporate notes |
|
|
17,306 |
|
|
|
17,306 |
|
|
|
— |
|
|
|
17,306 |
|
|
|
— |
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
|
72,971 |
|
|
|
72,971 |
|
|
|
— |
|
|
|
72,971 |
|
|
|
— |
|
Corporate notes |
|
|
54,421 |
|
|
|
54,421 |
|
|
|
— |
|
|
|
54,421 |
|
|
|
— |
|
Total assets |
|
$ |
252,275 |
|
|
$ |
252,275 |
|
|
$ |
70,322 |
|
|
$ |
181,953 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Success payment liability – Harvard |
|
$ |
5,200 |
|
|
$ |
5,200 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,200 |
|
Success payment liability – Broad Institute |
|
|
5,300 |
|
|
|
5,300 |
|
|
|
— |
|
|
|
— |
|
|
|
5,300 |
|
Total liabilities |
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,500 |
|
The following table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2019 (in thousands):
|
|
Carrying amount |
|
|
Fair value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
6,172 |
|
|
$ |
6,172 |
|
|
$ |
6,172 |
|
|
$ |
— |
|
|
$ |
— |
|
Commercial paper |
|
|
3,986 |
|
|
|
3,986 |
|
|
|
— |
|
|
|
3,986 |
|
|
|
— |
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
|
36,889 |
|
|
|
36,889 |
|
|
|
— |
|
|
|
36,889 |
|
|
|
— |
|
Corporate notes |
|
|
17,738 |
|
|
|
17,738 |
|
|
|
— |
|
|
|
17,738 |
|
|
|
— |
|
Total assets |
|
$ |
64,785 |
|
|
$ |
64,785 |
|
|
$ |
6,172 |
|
|
$ |
58,613 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Success payment liability – Harvard |
|
$ |
3,900 |
|
|
$ |
3,900 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,900 |
|
Success payment liability – Broad Institute |
|
|
3,900 |
|
|
|
3,900 |
|
|
|
— |
|
|
|
— |
|
|
|
3,900 |
|
Total liabilities |
|
$ |
7,800 |
|
|
$ |
7,800 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7,800 |