UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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☒ |
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
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☐ |
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)
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Delaware |
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84-1850815 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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421 Kipling Street Palo Alto, CA |
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94301 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (650) 391-9740
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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BBIO |
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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.
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☒ |
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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.
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Page |
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PART I. |
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FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements (Unaudited) |
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BridgeBio Pharma, Inc. |
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3 |
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4 |
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5 |
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6 |
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BridgeBio Pharma LLC |
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10 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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11 |
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12 |
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14 |
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15 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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34 |
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Item 3. |
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45 |
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Item 4. |
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45 |
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PART II. |
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Item 1. |
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47 |
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Item 1A. |
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47 |
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Item 2. |
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97 |
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Item 3. |
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98 |
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Item 4. |
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98 |
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Item 5. |
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98 |
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Item 6. |
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98 |
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102 |
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2
(unaudited)
(in thousands)
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June 30, 2019 |
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May 17, 2019 |
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Assets |
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Total assets |
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$ |
— |
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$ |
— |
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Liabilities |
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Total liabilities |
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$ |
— |
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$ |
— |
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Commitments and contingencies |
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Stockholders’ Deficit |
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Undesignated preferred stock, $0.001 par value; 25,000,000 and no shares authorized as of June 30, 2019 and May 17, 2019; no shares issued and outstanding as of June 30, 2019 and May 17, 2019 |
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$ |
— |
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$ |
— |
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Common stock, $0.001 par value; 500,000,000 and 1,000 shares authorized as of June 30, 2019 and May 17, 2019; no shares issued and outstanding as of June 30, 2019 and May 17, 2019 |
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— |
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— |
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Additional paid-in capital |
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69 |
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— |
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Accumulated deficit |
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(69 |
) |
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— |
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Total liabilities and stockholders’ deficit |
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$ |
— |
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$ |
— |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
3
Condensed Statement of Operations and Comprehensive Loss
(unaudited)
(in thousands)
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May 17, 2019 – |
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Operating expenses: |
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General and administrative |
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$ |
69 |
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Total operating expenses |
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69 |
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Net loss and comprehensive loss |
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$ |
(69 |
) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
Condensed Statement of Changes in Stockholders’ Deficit
(unaudited)
(in thousands)
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
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Balances as of May 17, 2019 |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Stock-based compensation |
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— |
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69 |
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— |
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69 |
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Net loss |
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— |
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— |
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(69 |
) |
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(69 |
) |
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Balances as of June 30, 2019 |
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$ |
— |
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$ |
69 |
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$ |
(69 |
) |
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$ |
— |
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
Notes to Condensed Financial Statements
(unaudited)
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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.
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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)
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.
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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 $17.00 per share. On June 26, 2019, the Board of Directors approved the grant of options to purchase an additional 48,200 shares of common stock to certain employees and non-employees of BridgeBio Pharma LLC and its affiliates at the same exercise price. The options granted have a service condition and vest over a period of four years. All expenses included in the Corporation’s statement of operations represent recorded stock-based compensation in relation to these June 2019 grants.
The following table summarizes the Corporation’s stock option activity for the period from May 17, 2019 through June 30, 2019:
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Options Available for Grant |
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Options Outstanding |
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Weighted- Average Exercise Price per Option |
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Weighted- Average Remaining Contractual Life (years) |
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Aggregate Intrinsic Value |
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(in thousands, except per share and per share data) |
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Outstanding as of May 17, 2019 |
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— |
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— |
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$ |
— |
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— |
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$ |
— |
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Authorized |
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11,500,000 |
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— |
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$ |
— |
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Granted |
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(3,744,629 |
) |
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3,744,629 |
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$ |
17.00 |
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Outstanding as of June 30, 2019 |
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7,755,371 |
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3,744,629 |
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$ |
17.00 |
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6.02 |
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$ |
37,334 |
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Exercisable as of June 30, 2019 |
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|
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|
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— |
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$ |
— |
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— |
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$ |
— |
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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:
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May 17, 2019 – June 30, 2019 |
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Expected term (in years) |
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6.02-6.08 |
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Expected volatility |
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37.5 |
% |
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Risk-free interest rate |
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1.86 |
% |
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Dividend yield |
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— |
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Weighted average fair value of share-based awards granted |
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$ |
6.64 |
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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.
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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:
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BridgeBio Pharma, LLC unit class |
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Number of BridgeBio Pharma, Inc. Shares Issued |
|
|
|
Series D Preferred Units |
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30,459,426 |
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Series C Preferred Units |
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31,992,709 |
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Series B Preferred Units |
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17,794,455 |
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Series A Preferred Units |
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4,918,881 |
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Founder Units |
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2,252,916 |
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Common Units |
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1,794,823 |
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Management Incentive Units |
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10,786,757 |
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Total shares issued |
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99,999,967 |
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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
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands)
|
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June 30, 2019 |
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December 31, 2018 |
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Assets |
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(1) |
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Current assets: |
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|
|
|
|
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Cash and cash equivalents |
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$ |
293,803 |
|
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$ |
436,086 |
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Prepaid expenses and other current assets |
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|
12,906 |
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|
|
9,137 |
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Total current assets |
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|
306,709 |
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|
|
445,223 |
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Property and equipment, net |
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|
1,865 |
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|
|
1,575 |
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PellePharm investment |
|
|
7,495 |
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|
17,050 |
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Other assets |
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|
9,471 |
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|
|
1,093 |
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Total assets |
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$ |
325,540 |
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$ |
464,941 |
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Liabilities, Redeemable Convertible Preferred Units, Redeemable Founder Units, Redeemable Common Units, Management Incentive Units, Redeemable Convertible Noncontrolling Interests, and Members’ Deficit |
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Current liabilities: |
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|
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Accounts payable |
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$ |
16,065 |
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$ |
13,509 |
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Accrued compensation and benefits |
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4,736 |
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|
4,047 |
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Accrued research and development liabilities |
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9,419 |
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8,915 |
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Accrued distributions to unitholders |
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— |
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|
997 |
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LEO call option liability |
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4,297 |
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|
3,009 |
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Other accrued liabilities |
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4,188 |
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|
2,100 |
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Total current liabilities |
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|
38,705 |
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|
|
32,577 |
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Term loans, noncurrent |
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|
74,997 |
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|
|
54,507 |
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Other liabilities |
|
|
347 |
|
|
|
495 |
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Total liabilities |
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|
114,049 |
|
|
|
87,579 |
|
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Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
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Redeemable convertible preferred units |
|
|
479,044 |
|
|
|
478,865 |
|
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Redeemable founder units |
|
|
1,754 |
|
|
|
1,754 |
|
|
Redeemable common units |
|
|
1,672 |
|
|
|
1,619 |
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Management incentive units |
|
|
6,523 |
|
|
|
3,221 |
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Redeemable convertible noncontrolling interests |
|
|
175 |
|
|
|
122 |
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Members’ deficit: |
|
|
|
|
|
|
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Accumulated deficit |
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|
(326,068 |
) |
|
|
(170,580 |
) |
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Total BridgeBio members’ deficit |
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|
(326,068 |
) |
|
|
(170,580 |
) |
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Noncontrolling interests |
|
|
48,391 |
|
|
|
62,361 |
|
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Total members’ deficit |
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|
(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
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except units and per unit amounts)
|
|
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Three Months Ended June 30, |
|
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Six Months Ended June 30, |
|
||||||||||
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2019 |
|
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2018 |
|
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2019 |
|
|
2018 |
|
||||
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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
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
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 |
|||||||||