Company Quick10K Filing
Quick10K
BridgeBio Pharma
10-Q 2019-06-30 Quarter: 2019-06-30
S-1 2019-05-24 Public Filing
8-K 2019-10-07 Officers
8-K 2019-09-09 Enter Agreement, Regulation FD, Exhibits
8-K 2019-06-26 Amend Bylaw, Other Events, Exhibits
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JNP Juniper Pharmaceuticals 101
YAPPA Yappa Worldoporated 0
WDNT Worldnet of Nevada 0
QURT Quarta-Rad 0
CNSX Tower One Wireless 0
GRP Granite Real Estate 0
XREE X Rail Entertainment 0
BBIO 2019-06-30
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part Ii-Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 bbio-ex311_351.htm
EX-31.2 bbio-ex312_350.htm
EX-32.1 bbio-ex321_348.htm
EX-32.2 bbio-ex322_349.htm

BridgeBio Pharma Earnings 2019-06-30

BBIO 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 bbio-10q_20190630.htm 10-Q bbio-10q_20190630.htm

 

 

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 June 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 August 9, 2019 the registrant had 116,755,512 shares of common stock, $0.001 par value per share, outstanding.

 

 

 


Table of Contents

 

 

 

 

 

Page

PART I.

 

FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements (Unaudited)

 

 

 

 

BridgeBio Pharma, Inc.

 

 

 

 

Condensed Balance Sheets

 

3

 

 

Condensed Statement of Operations and Comprehensive Loss

 

4

 

 

Condensed Statement of Changes in Stockholders’ Deficit

 

5

 

 

Notes to Condensed Financial Statements

 

6

 

 

BridgeBio Pharma LLC

 

 

 

 

Condensed Consolidated Balance Sheets

 

10

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

 

11

 

 

Condensed Consolidated Statements of Redeemable Convertible Preferred Units, Redeemable Founder Units, Redeemable Common Units, Management Incentive Units, Redeemable Convertible Noncontrolling Interests and Members’ Deficit

 

12

 

 

Condensed Consolidated Statements of Cash Flows

 

14

 

 

Notes to Condensed Consolidated Financial Statements

 

15

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

34

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

45

Item 4.

 

Controls and Procedures

 

45

PART II.

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

47

Item 1A.

 

Risk Factors

 

47

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

97

Item 3.

 

Defaults Upon Senior Securities

 

98

Item 4.

 

Mine Safety Disclosures

 

98

Item 5.

 

Other Information

 

98

Item 6.

 

Exhibits

 

98

Signatures

 

102

 

2


 

BRIDGEBIO PHARMA, INC.

Condensed Balance Sheets

(unaudited)

(in thousands)

 

 

 

June 30,

2019

 

 

May 17,

2019

 

Assets

 

 

 

 

 

 

 

 

Total assets

 

$

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

Total liabilities

 

$

 

 

$

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Undesignated preferred stock, $0.001 par value; 25,000,000 and no shares

   authorized as of June 30, 2019 and May 17, 2019; no shares issued and

   outstanding as of June 30, 2019 and May 17, 2019

 

$

 

 

$

 

Common stock, $0.001 par value; 500,000,000 and 1,000 shares authorized

   as of June 30, 2019 and May 17, 2019; no shares issued and outstanding

   as of June 30, 2019 and May 17, 2019

 

 

 

 

 

 

Additional paid-in capital

 

 

69

 

 

 

 

Accumulated deficit

 

 

(69

)

 

 

 

Total liabilities and stockholders’ deficit

 

$

 

 

$

 

 

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

3


 

BRIDGEBIO PHARMA, INC.

Condensed Statement of Operations and Comprehensive Loss

(unaudited)

(in thousands)

 

 

 

May 17, 2019 –
June 30, 2019

 

Operating expenses:

 

 

 

 

General and administrative

 

$

69

 

Total operating expenses

 

 

69

 

Net loss and comprehensive loss

 

$

(69

)

 

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

4


 

BRIDGEBIO PHARMA, INC.

Condensed Statement of Changes in Stockholders’ Deficit

(unaudited)

(in thousands)

 

 

 

Common

Stock

 

 

Additional

Paid-in Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Deficit

 

Balances as of May 17, 2019

 

$

 

 

$

 

 

$

 

 

$

 

Stock-based compensation

 

 

 

 

 

69

 

 

 

 

 

 

69

 

Net loss

 

 

 

 

 

 

 

 

(69

)

 

 

(69

)

Balances as of June 30, 2019

 

$

 

 

$

69

 

 

$

(69

)

 

$

 

 

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

 

 

5


BRIDGEBIO PHARMA INC.

 

Notes to Condensed Financial Statements

(unaudited)

 

1.

Organization and Background

BridgeBio Pharma, Inc. (the “Corporation”) was formed as a Delaware corporation on May 17, 2019. The Corporation was formed for the purpose of completing an initial public offering of the Corporation’s common stock (the “IPO”) and related transactions in order to carry on the business of BridgeBio Pharma LLC (the “Reorganization”). From incorporation through June 30, 2019, the Corporation did not have any shares of common stock outstanding. Accordingly, basic and diluted net loss attributable to common stockholders has not been presented.

Upon the closing of the IPO on July 1, 2019, all unitholders of BridgeBio Pharma LLC exchanged their units for shares of common stock of the Corporation, and BridgeBio Pharma LLC became a wholly-owned subsidiary of the Corporation as part of the Reorganization. As the sole managing member, the Corporation will operate and control all of BridgeBio Pharma LLC’s businesses and affairs after the Reorganization. As of June 30, 2019, these condensed financial statements, including share and per share amounts, do not give effect to the Reorganization or the IPO as these transactions were completed subsequent to June 30, 2019. Refer to Note 5 for additional information.

2.

Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed balance sheets, condensed statement of operations and comprehensive loss and condensed statement of changes in stockholders’ deficit are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). A statement of cash flows has not been presented because there have been no cash activities in this entity from inception on May 17, 2019 and through June 30, 2019.

The unaudited condensed financial statements have been prepared on the same basis that would be applied to the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Corporation’s financial position as of June 30, 2019 and the results of operations and comprehensive loss from inception on May 17, 2019 and through June 30, 2019. The results of operations for the period from May 17, 2019 through  June 30, 2019 are not necessarily indicative of the results to be expected for the period from May 17, 2019 through December 31, 2019 or for any other future annual or interim period.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with the Corporation’s offering of its common stock will be reflected as a reduction of additional paid-in capital subsequent to June 30, 2019. Underwriting commissions and offering costs are not recorded in the Corporation’s balance sheet because such costs did not become the Corporation’s liability until the Corporation completed the Reorganization and the IPO subsequent to June 30, 2019.

Organizational Costs

Organizational costs are not recorded in the Corporation’s balance sheet as of June 30, 2019 because such costs are not the Corporation’s liability until the Corporation completes the Reorganization and the IPO. Thereafter, costs incurred to organize the Corporation will be expensed as incurred.

Equity-Based Compensation

Equity-based compensation is measured at the grant date for all equity-based awards made to employees and non-employees based on the fair value of the awards and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Corporation has elected to recognize the actual forfeitures by reducing the equity-based compensation in the same period as the forfeitures occur. The description of fair value measurement method for the awards is presented in Note 4. The Corporation granted stock options to employees and non-employees of BridgeBio Pharma LLC and its affiliates. These awards generally have only a service condition and vest over a period of four years. The Corporation classifies equity-based compensation in its unaudited statement of operations in the same manner in which the award recipients’ payroll costs or the award recipients’ service payments would be classified, if any were made during the reporting period.

6


BRIDGEBIO PHARMA INC.

Notes to Condensed Financial Statements

(unaudited)

 

3.

Stockholders’ Deficit

On May 17, 2019, the Corporation was authorized to issue 1,000 shares of common stock, par value $0.001 per share.

On June 26, 2019, the Corporation amended and restated its certificate of incorporation to increase the authorized capital stock to 500,000,000 shares of common stock with a par value of $0.001 and to 25,000,000 shares of undesignated preferred stock with a par value of $0.001.

No shares of common stock or preferred stock had been issued or are outstanding as of June 30, 2019.

4.

Stock-based Compensation

2019 Stock Option and Incentive Plan

On June 22, 2019, the Corporation adopted the 2019 Stock Option and Incentive Plan (the “2019 Plan”), which became effective on June 25, 2019. The 2019 Plan provides for the grant of equity-based incentive awards. The Corporation initially reserved 11,500,000 shares of common stock for issuance of awards under the 2019 Plan. The 2019 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Compensation Committee of the Board of Directors.

 

On June 21, 2019, the Board of Directors approved the grant of options to purchase 3,696,429 shares of common stock to certain employees and non-employees of BridgeBio Pharma LLC and its affiliates at an exercise price equal to the IPO price of its common stock, which was $17.00 per share. On June 26, 2019, the Board of Directors approved the grant of options to purchase an additional 48,200 shares of common stock to certain employees and non-employees of BridgeBio Pharma LLC and its affiliates at the same exercise price. The options granted have a service condition and vest over a period of four years. All expenses included in the Corporation’s statement of operations represent recorded stock-based compensation in relation to these June 2019 grants.

The following table summarizes the Corporation’s stock option activity for the period from May 17, 2019 through June 30, 2019:

 

 

 

Options

Available

for Grant

 

 

Options

Outstanding

 

 

Weighted-

Average

Exercise

Price per

Option

 

 

Weighted-

Average

Remaining

Contractual

Life (years)

 

 

Aggregate

Intrinsic

Value

 

 

 

(in thousands, except per share and per share data)

 

Outstanding as of May 17, 2019

 

 

 

 

 

 

 

$

 

 

 

 

 

$

 

Authorized

 

 

11,500,000

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Granted

 

 

(3,744,629

)

 

 

3,744,629

 

 

$

17.00

 

 

 

 

 

 

 

 

 

Outstanding as of June 30, 2019

 

 

7,755,371

 

 

 

3,744,629

 

 

$

17.00

 

 

 

6.02

 

 

$

37,334

 

Exercisable as of June 30, 2019

 

 

 

 

 

 

 

 

$

 

 

 

 

 

$

 

 

Determination of Fair Value

The fair value of each stock option grant was determined by the Corporation at the grant date using a Black-Scholes option-pricing model with the following assumptions:

 

 

 

May 17, 2019 – June 30, 2019

 

Expected term (in years)

 

6.02-6.08

 

Expected volatility

 

 

37.5

%

Risk-free interest rate

 

 

1.86

%

Dividend yield

 

 

 

Weighted average fair value of share-based awards granted

 

$

6.64

 

 

7


BRIDGEBIO PHARMA INC.

Notes to Condensed Financial Statements

(unaudited)

 

As of June 30, 2019, there was $24.8 million of total unrecognized compensation cost related to unvested equity-based compensation arrangements under the 2019 Plan. The unrecognized equity-based compensation cost is expected to be recognized over a weighted-average period of 4.0 years.

2019 Employee Stock Purchase Plan

On June 22, 2019, the Corporation adopted the 2019 Employee Stock Purchase Plan (the “ESPP”) which became effective on June 25, 2019. The ESPP initially reserves and authorizes the issuance of up to a total of 2,000,000 shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the lower of: i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, ii) 2,000,000 shares or iii) such lesser number of shares as determined by the Compensation Committee.

As of June 30, 2019, no shares were issued and outstanding under the ESPP.

 

5.

Subsequent Events

Initial Public Offering

On July 1, 2019, the Corporation closed the IPO of its common stock. As part of the IPO, the Corporation issued and sold 23,575,000 shares of its common stock, which included 3,075,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option, at a public offering price of $17.00 per share. The Corporation received net proceeds of approximately $366.3 million from the IPO, after deducting underwriters’ discounts and commissions of $28.0 million and offering costs of $6.5 million. 

Reorganization

On June 13, 2019, the Corporation formed BridgeBio Pharma Merger Sub LLC (“Merger Sub LLC”), a Delaware limited liability company and direct wholly-owned subsidiary.

On July 1, 2019, upon execution of the Reorganization, all outstanding units of BridgeBio Pharma, LLC were cancelled and exchanged for shares of common stock of the Corporation, as shown in the below table by unit class:

 

BridgeBio Pharma, LLC unit class

 

Number of

BridgeBio

Pharma, Inc.

Shares Issued

 

Series D Preferred Units

 

 

30,459,426

 

Series C Preferred Units

 

 

31,992,709

 

Series B Preferred Units

 

 

17,794,455

 

Series A Preferred Units

 

 

4,918,881

 

Founder Units

 

 

2,252,916

 

Common Units

 

 

1,794,823

 

Management Incentive Units

 

 

10,786,757

 

Total shares issued

 

 

99,999,967

 

 

8


BRIDGEBIO PHARMA INC.

Notes to Condensed Financial Statements

(unaudited)

 

The unvested outstanding management incentive units and common units of BridgeBio Pharma LLC were exchanged for shares of the Corporation’s restricted common stock. Such unvested restricted shares are subject to the same time-based vesting conditions as the original management incentive units and common units terms and conditions.

 

On July 1, 2019, Merger Sub LLC was merged with and into BridgeBio Pharma LLC, the surviving entity, which became a wholly-owned subsidiary of the Corporation. At the conclusion of the Reorganization, the Corporation became the reporting entity.

 

Non-Binding Proposal to Acquire Common Stock of Eidos Therapeutics, Inc.

 

On August 8, 2019, the Corporation submitted to the board of directors of Eidos Therapeutics, Inc. (“Eidos”), a subsidiary of BridgeBio Pharma LLC, a non-binding proposal to acquire the outstanding shares of common stock of Eidos that are not owned by BridgeBio Pharma LLC. The proposal includes a suggested fixed exchange ratio of 1.30 shares of the Corporation’s common stock for each share of common stock of Eidos.

 

The proposal is subject to a number of contingencies, including the approval by the Board of Directors of Eidos and its special committee of independent directors. Additionally, the transaction will require an approval by a majority of the aggregate voting power represented by the shares of common stock of Eidos that are not owned by BridgeBio Pharma LLC.

 

 

 

9


 

BRIDGEBIO PHARMA LLC

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

 

 

 

June 30,

2019

 

 

December 31,

2018

 

Assets

 

 

 

 

 

(1)

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

293,803

 

 

$

436,086

 

Prepaid expenses and other current assets

 

 

12,906

 

 

 

9,137

 

Total current assets

 

 

306,709

 

 

 

445,223

 

Property and equipment, net

 

 

1,865

 

 

 

1,575

 

PellePharm investment

 

 

7,495

 

 

 

17,050

 

Other assets

 

 

9,471

 

 

 

1,093

 

Total assets

 

$

325,540

 

 

$

464,941

 

Liabilities, Redeemable Convertible Preferred Units, Redeemable Founder

   Units, Redeemable Common Units, Management Incentive Units,

   Redeemable Convertible Noncontrolling Interests, and Members’ Deficit

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

16,065

 

 

$

13,509

 

Accrued compensation and benefits

 

 

4,736

 

 

 

4,047

 

Accrued research and development liabilities

 

 

9,419

 

 

 

8,915

 

Accrued distributions to unitholders

 

 

 

 

 

997

 

LEO call option liability

 

 

4,297

 

 

 

3,009

 

Other accrued liabilities

 

 

4,188

 

 

 

2,100

 

Total current liabilities

 

 

38,705

 

 

 

32,577

 

Term loans, noncurrent

 

 

74,997

 

 

 

54,507

 

Other liabilities

 

 

347

 

 

 

495

 

Total liabilities

 

 

114,049

 

 

 

87,579

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

Redeemable convertible preferred units

 

 

479,044

 

 

 

478,865

 

Redeemable founder units

 

 

1,754

 

 

 

1,754

 

Redeemable common units

 

 

1,672

 

 

 

1,619

 

Management incentive units

 

 

6,523

 

 

 

3,221

 

Redeemable convertible noncontrolling interests

 

 

175

 

 

 

122

 

Members’ deficit:

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(326,068

)

 

 

(170,580

)

Total BridgeBio members’ deficit

 

 

(326,068

)

 

 

(170,580

)

Noncontrolling interests

 

 

48,391

 

 

 

62,361

 

Total members’ deficit

 

 

(277,677

)

 

 

(108,219

)

Total liabilities, redeemable convertible preferred units, redeemable

   founder units, redeemable common units, management incentive

   units, redeemable convertible noncontrolling interests, and

   members’ deficit

 

$

325,540

 

 

$

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.

 

10


 

BRIDGEBIO PHARMA LLC

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except units and per unit amounts)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

52,331

 

 

$

23,892

 

 

$

97,184

 

 

$

57,723

 

General and administrative

 

 

16,918

 

 

 

10,891

 

 

 

35,817

 

 

 

18,898

 

Total operating expenses

 

 

69,249

 

 

 

34,783

 

 

 

133,001

 

 

 

76,621

 

Loss from operations

 

 

(69,249

)

 

 

(34,783

)

 

 

(133,001

)

 

 

(76,621

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,662

 

 

 

2

 

 

 

3,769

 

 

 

3

 

Interest expense

 

 

(1,941

)

 

 

(205

)

 

 

(3,612

)

 

 

(212

)

Loss from PellePharm

 

 

(4,956

)

 

 

 

 

 

(9,555

)

 

 

 

LEO call option income (expense)

 

 

226

 

 

 

 

 

 

(1,288

)

 

 

 

Other income (expense)

 

 

(7

)

 

 

(716

)

 

 

(14

)

 

 

(1,302

)

Total other income (expense), net

 

 

(5,016

)

 

 

(919

)

 

 

(10,700

)

 

 

(1,511

)

Net loss and comprehensive loss

 

 

(74,265

)

 

 

(35,702

)

 

 

(143,701

)

 

 

(78,132

)

Net loss attributable to redeemable convertible noncontrolling

   interests and noncontrolling interests

 

 

8,370

 

 

 

9,151

 

 

 

16,621

 

 

 

17,425

 

Net loss and comprehensive loss attributable to BridgeBio

 

 

(65,895

)

 

 

(26,551

)

 

 

(127,080

)

 

 

(60,707

)

Cumulative returns on redeemable convertible preferred units

   (Series A, Series B and Series C)

 

 

 

 

 

(3,854

)

 

 

 

 

 

(6,975

)

Net loss attributable to redeemable founder units and redeemable

   common units

 

$

(65,895

)

 

$

(30,405

)

 

$

(127,080

)

 

$

(67,682

)

Net loss per unit attributable to redeemable founder unitholders

   and redeemable common unitholders, basic and diluted

 

$

(3.46

)

 

$

(1.71

)

 

$

(6.69

)

 

$

(3.83

)

Total weighted-average redeemable founder units and redeemable

   common units used in computing net loss per unit, basic and

   diluted

 

 

19,033,838

 

 

 

17,821,117

 

 

 

18,995,957

 

 

 

17,654,249

 

 

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

 

 

11


 

BRIDGEBIO PHARMA LLC

Condensed Consolidated Statements of Redeemable Convertible Preferred Units, Redeemable Founder Units,

Redeemable Common Units, Management Incentive Units, Redeemable Convertible Noncontrolling Interests and Members’ Deficit

(unaudited)

(in thousands, except units and per unit amounts)

 

 

 

Redeemable

Convertible

Preferred Units

 

 

Redeemable

Founder Units

 

 

Redeemable

Common Units

 

 

Management

Incentive Units

 

 

Redeemable

Convertible

Noncontrolling

 

 

 

Accumulated

 

 

Noncontro-

lling

 

 

Total

Members’

 

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Interests

 

 

 

Deficit

 

 

Interests

 

 

Deficit

 

Balances as of December 31, 2018

 

 

407,955,726

 

 

$

478,865

 

 

 

11,420,741

 

 

$

1,754

 

 

 

7,197,783

 

 

$

1,619

 

 

 

19,117,628

 

 

$

3,221

 

 

$

122

 

 

 

$

(170,580

)

 

$

62,361

 

 

$

(108,219

)

Issuance and vesting of

   redeemable common units and

   associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

335,427

 

 

 

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance and vesting of

   management incentive units

   and associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,831,171

 

 

 

1,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of nonrecourse notes

 

 

 

 

 

179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance (repurchase) of noncontrolling

   interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,320

 

 

 

1,320

 

Transfers to (from)

   noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

870

 

 

 

 

(2,968

)

 

 

2,098

 

 

 

(870

)

Net loss and comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(790

)

 

 

 

(61,185

)

 

 

(7,461

)

 

 

(68,646

)

Balances as of March 31, 2019

 

 

407,955,726

 

 

 

479,044

 

 

 

11,420,741

 

 

 

1,754

 

 

 

7,533,210

 

 

 

1,645

 

 

 

21,948,799

 

 

 

4,431

 

 

 

202

 

 

 

 

(234,733

)

 

 

58,318

 

 

 

(176,415

)

Issuance and vesting of

   redeemable common units

   and associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

335,427

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance and vesting of

   management incentive units

   and associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,629,209

 

 

 

2,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance (repurchase) of noncontrolling

   interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,024)

 

 

 

(27,024

)

Transfers to (from)

   noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

658

 

 

 

(25,440)

 

 

24,782

 

 

(658)

 

Net loss and comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(685

)

 

 

(65,895)

 

 

(7,685)

 

 

(73,580)

 

Balances as of June 30, 2019

 

 

407,955,726

 

 

$

479,044

 

 

 

11,420,741

 

 

$

1,754

 

 

 

7,868,637

 

 

$

1,672

 

 

 

25,578,008

 

 

$

6,523

 

 

$

175

 

 

 

$

(326,068

)

 

$

48,391

 

 

$

(277,677

)

 

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

12


 

BRIDGEBIO PHARMA LLC

Condensed Consolidated Statements of Redeemable Convertible Preferred Units, Redeemable Founder Units,

Redeemable Common Units, Management Incentive Units, Redeemable Convertible Noncontrolling Interests and Members’ Deficit

(unaudited)

(in thousands, except units and per unit amounts)

 

 

 

Redeemable

Convertible

Preferred Units

 

 

Redeemable

Founder Units

 

 

Redeemable

Common Units

 

 

Management

Incentive Units

 

 

Redeemable

Convertible

Noncontrolling

 

 

 

Accumulated

 

 

Noncontro-

lling

 

 

Total

Members’

 

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Interests

 

 

 

Deficit

 

 

Interests

 

 

Deficit

 

Balances as of December 31, 2017

 

 

219,406,923

 

 

$

143,867

 

 

 

11,420,741

 

 

$

1,754

 

 

 

5,856,075

 

 

$

1,431

 

 

 

9,835,925

 

 

$

226

 

 

$

833

 

 

 

$

(61,427

)

 

$

2,498

 

 

$

(58,929

)

Issuance and vesting of

   redeemable common units and

   associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

335,427

 

 

 

47

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance and vesting of

   management incentive units

   and associated equity-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,275,572

 

 

 

275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance (repurchase) of noncontrolling

   interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,617

 

 

 

 

 

 

 

553

 

 

 

553

 

Transfers to (from)

   noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,286

)

 

 

 

3,876

 

 

 

7,410

 

 

 

11,286

 

Net loss and comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,614

)

 

 

 

(34,156

)

 

 

(4,660

)

 

 

(38,816

)

Balances as of March 31, 2018

 

 

219,406,923

 

 

 

143,867

 

 

 

11,420,741

 

 

 

1,754

 

 

 

6,191,502

 

 

 

1,478

 

 

 

12,111,497

 

 

 

501

 

 

 

1,550

 

 

 

 

(91,707

)

 

 

5,801