UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 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: 001-38959
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 October 30, 2020, the registrant had 122,568,216 shares of common stock, $0.001 par value per share, outstanding.
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Page |
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PART I. |
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FINANCIAL INFORMATION |
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|
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Item 1. |
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Financial Statements (Unaudited) |
|
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|
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3 |
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4 |
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5 |
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6 |
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8 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
42 |
|
Item 3. |
|
|
52 |
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Item 4. |
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|
52 |
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PART II. |
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|
|
|
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Item 1. |
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|
53 |
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Item 1A. |
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|
53 |
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Item 2. |
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|
109 |
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Item 3. |
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|
110 |
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Item 4. |
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110 |
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Item 5. |
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|
110 |
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Item 6. |
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|
111 |
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|
|
112 |
|||
2
Condensed Consolidated Balance Sheets
(in thousands, except shares and per share amounts)
|
|
|
September 30, |
|
|
December 31, |
|
||
|
|
|
2020 |
|
|
2019 |
|
||
|
|
|
(Unaudited) |
|
|
(1) |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
366,967 |
|
|
$ |
363,773 |
|
|
Short-term marketable securities |
|
|
343,714 |
|
|
|
182,220 |
|
|
Receivable from a related party |
|
|
8,000 |
|
|
|
2,845 |
|
|
Prepaid expenses and other current assets |
|
|
26,703 |
|
|
|
19,784 |
|
|
Total current assets |
|
|
745,384 |
|
|
|
568,622 |
|
|
Property and equipment, net |
|
|
16,182 |
|
|
|
5,625 |
|
|
Operating lease right-of-use assets, net |
|
|
9,644 |
|
|
|
— |
|
|
Long-term marketable securities |
|
|
— |
|
|
|
31,144 |
|
|
Other assets |
|
|
16,483 |
|
|
|
26,288 |
|
|
Total assets |
|
$ |
787,693 |
|
|
$ |
631,679 |
|
|
Liabilities, Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
9,839 |
|
|
$ |
8,852 |
|
|
Accrued compensation and benefits |
|
|
18,755 |
|
|
|
13,317 |
|
|
Accrued research and development liabilities |
|
|
24,901 |
|
|
|
20,896 |
|
|
Accrued professional services |
|
|
4,706 |
|
|
|
2,222 |
|
|
LEO call option liability |
|
|
5,198 |
|
|
|
4,078 |
|
|
Build-to-suit lease obligation |
|
|
— |
|
|
|
8,000 |
|
|
Operating lease liabilities, current portion |
|
|
3,617 |
|
|
|
— |
|
|
Other accrued liabilities |
|
|
8,691 |
|
|
|
3,020 |
|
|
Total current liabilities |
|
|
75,707 |
|
|
|
60,385 |
|
|
Term loans, noncurrent, net |
|
|
93,392 |
|
|
|
91,791 |
|
|
2027 Notes, net |
|
|
378,502 |
|
|
|
— |
|
|
Operating lease liabilities, net of current portion |
|
|
8,236 |
|
|
|
— |
|
|
Other liabilities |
|
|
13,469 |
|
|
|
3,527 |
|
|
Total liabilities |
|
|
569,306 |
|
|
|
155,703 |
|
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
Redeemable convertible noncontrolling interests |
|
|
2,574 |
|
|
|
2,243 |
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Undesignated preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding |
|
|
— |
|
|
|
— |
|
|
Common stock, $0.001 par value; 500,000,000 shares authorized; 124,957,091 shares issued and 122,542,410 shares outstanding as of September 30, 2020, 123,658,287 shares issued and outstanding as of December 31, 2019 |
|
|
125 |
|
|
|
124 |
|
|
Treasury stock, at cost; 2,414,681 shares as of September 30, 2020, nil as of December 31, 2019 |
|
|
(75,000 |
) |
|
|
— |
|
|
Additional paid-in capital |
|
|
1,006,944 |
|
|
|
848,107 |
|
|
Accumulated other comprehensive income |
|
|
461 |
|
|
|
254 |
|
|
Accumulated deficit |
|
|
(768,774 |
) |
|
|
(440,031 |
) |
|
Total BridgeBio stockholders' equity |
|
|
163,756 |
|
|
|
408,454 |
|
|
Noncontrolling interests |
|
|
52,057 |
|
|
|
65,279 |
|
|
Total stockholders' equity |
|
|
215,813 |
|
|
|
473,733 |
|
|
Total liabilities, redeemable convertible noncontrolling interests and stockholders’ equity |
|
$ |
787,693 |
|
|
$ |
631,679 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
(1) |
The condensed consolidated balance sheet as of December 31, 2019 is derived from the audited consolidated financial statements as of that date. |
3
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except shares and per share amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
License revenue |
|
$ |
8,127 |
|
|
$ |
26,741 |
|
|
$ |
8,127 |
|
|
$ |
26,741 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license revenue |
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
|
2,500 |
|
|
Research and development |
|
|
92,050 |
|
|
|
55,278 |
|
|
|
246,873 |
|
|
|
152,462 |
|
|
General and administrative |
|
|
36,016 |
|
|
|
23,495 |
|
|
|
108,247 |
|
|
|
59,381 |
|
|
Total operating expenses |
|
|
128,066 |
|
|
|
81,273 |
|
|
|
355,120 |
|
|
|
214,343 |
|
|
Loss from operations |
|
|
(119,939 |
) |
|
|
(54,532 |
) |
|
|
(346,993 |
) |
|
|
(187,602 |
) |
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
692 |
|
|
|
2,736 |
|
|
|
3,567 |
|
|
|
6,505 |
|
|
Interest expense |
|
|
(10,929 |
) |
|
|
(2,113 |
) |
|
|
(25,693 |
) |
|
|
(5,725 |
) |
|
Share in net loss of an equity method investment |
|
|
— |
|
|
|
(6,589 |
) |
|
|
— |
|
|
|
(16,144 |
) |
|
Other income (expense) |
|
|
9 |
|
|
|
(166 |
) |
|
|
(1,344 |
) |
|
|
(1,468 |
) |
|
Total other income (expense), net |
|
|
(10,228 |
) |
|
|
(6,132 |
) |
|
|
(23,470 |
) |
|
|
(16,832 |
) |
|
Net loss |
|
|
(130,167 |
) |
|
|
(60,664 |
) |
|
|
(370,463 |
) |
|
|
(204,434 |
) |
|
Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests |
|
|
14,308 |
|
|
|
684 |
|
|
|
41,720 |
|
|
|
17,305 |
|
|
Net loss attributable to common stockholders of BridgeBio |
|
$ |
(115,859 |
) |
|
$ |
(59,980 |
) |
|
$ |
(328,743 |
) |
|
$ |
(187,129 |
) |
|
Net loss per share, basic and diluted |
|
$ |
(0.98 |
) |
|
$ |
(0.51 |
) |
|
$ |
(2.79 |
) |
|
$ |
(1.86 |
) |
|
Weighted-average shares used in computing net loss per share, basic and diluted (2) |
|
|
118,168,063 |
|
|
|
117,071,188 |
|
|
|
117,663,038 |
|
|
|
100,855,481 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
(2) |
The weighted-average shares used in computing net loss per share, basic and diluted for the three and nine months ended September 30, 2019 were retroactively adjusted as a result of the 2019 Reorganization. See Note 13 to the condensed consolidated financial statements for additional details. |
4
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Net loss |
|
$ |
(130,167 |
) |
|
$ |
(60,664 |
) |
|
$ |
(370,463 |
) |
|
$ |
(204,434 |
) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale securities |
|
|
(397 |
) |
|
|
152 |
|
|
|
207 |
|
|
|
152 |
|
|
Comprehensive loss |
|
|
(130,564 |
) |
|
|
(60,512 |
) |
|
|
(370,256 |
) |
|
|
(204,282 |
) |
|
Comprehensive loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests |
|
|
14,308 |
|
|
|
684 |
|
|
|
41,720 |
|
|
|
17,305 |
|
|
Comprehensive loss attributable to common stockholders of BridgeBio |
|
$ |
(116,256 |
) |
|
$ |
(59,828 |
) |
|
$ |
(328,536 |
) |
|
$ |
(186,977 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Equity
(Unaudited)
(in thousands, except shares and per share amounts)
|
|
|
Nine Months Ended September 30, 2020 |
|
||||||||||||||||||||||||||||||||||||||||||
|
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
BridgeBio |
|
|
Noncontrol- |
|
|
Total |
|
||||||
|
|
|
Noncontrolling |
|
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Stockholders' |
|
|
ling |
|
|
Stockholders’ |
|
|||||||||||||||||
|
|
|
Interests |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
|||||||||||
|
Balances as of December 31, 2019 (3) |
|
$ |
2,243 |
|
|
|
|
123,658,287 |
|
|
$ |
124 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
848,107 |
|
|
$ |
254 |
|
|
$ |
(440,031 |
) |
|
$ |
408,454 |
|
|
$ |
65,279 |
|
|
$ |
473,733 |
|
|
Issuance of shares under equity compensation plans |
|
|
— |
|
|
|
|
116,249 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
529 |
|
|
|
— |
|
|
|
— |
|
|
|
529 |
|
|
|
— |
|
|
|
529 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,063 |
|
|
|
— |
|
|
|
— |
|
|
|
8,063 |
|
|
|
— |
|
|
|
8,063 |
|
|
Equity component of 2027 Notes, net of issuance costs and deferred tax liability |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
167,726 |
|
|
|
— |
|
|
|
— |
|
|
|
167,726 |
|
|
|
— |
|
|
|
167,726 |
|
|
Purchase of capped calls |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(49,280 |
) |
|
|
— |
|
|
|
— |
|
|
|
(49,280 |
) |
|
|
— |
|
|
|
(49,280 |
) |
|
Repurchase of common stock |
|
|
— |
|
|
|
|
(2,414,681 |
) |
|
|
— |
|
|
|
2,414,681 |
|
|
|
(75,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(75,000 |
) |
|
|
— |
|
|
|
(75,000 |
) |
|
Issuance of noncontrolling interests |
|
|
1,102 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26,565 |
|
|
|
26,565 |
|
|
Transfers from (to) noncontrolling interests |
|
|
574 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,601 |
|
|
|
— |
|
|
|
— |
|
|
|
11,601 |
|
|
|
(12,175 |
) |
|
|
(574 |
) |
|
Unrealized gains on available-for-sale securities |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
472 |
|
|
|
— |
|
|
|
472 |
|
|
|
— |
|
|
|
472 |
|
|
Net loss |
|
|
(866 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(91,850 |
) |
|
|
(91,850 |
) |
|
|
(11,366 |
) |
|
|
(103,216 |
) |
|
Balances as of March 31, 2020 |
|
|
3,053 |
|
|
|
|
121,359,855 |
|
|
|
124 |
|
|
|
2,414,681 |
|
|
|
(75,000 |
) |
|
|
986,746 |
|
|
|
726 |
|
|
|
(531,881 |
) |
|
|
380,715 |
|
|
|
68,303 |
|
|
|
449,018 |
|
|
Issuance of shares under equity compensation plans |
|
|
— |
|
|
|
|
264,583 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
691 |
|
|
|
— |
|
|
|
— |
|
|
|
691 |
|
|
|
— |
|
|
|
691 |
|
|
Issuance of shares under the 2020 Stock and Equity Exchange Program |
|
|
— |
|
|
|
|
626,820 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1,069 |
|
|
|
— |
|
|
|
— |
|
|
|
1,070 |
|
|
|
(1,070 |
) |
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,295 |
|
|
|
— |
|
|
|
— |
|
|
|
7,295 |
|
|
|
— |
|
|
|
7,295 |
|
|
Issuance of noncontrolling interests |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,537 |
|
|
|
3,537 |
|
|
Transfers from (to) noncontrolling interests |
|
|
431 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,110 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,110 |
) |
|
|
2,679 |
|
|
|
(431 |
) |
|
Unrealized gains on available-for-sale securities |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
132 |
|
|
|
— |
|
|
|
132 |
|
|
|
— |
|
|
|
132 |
|
|
Net loss |
|
|
(1,578 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(121,034 |
) |
|
|
(121,034 |
) |
|
|
(13,602 |
) |
|
|
(134,636 |
) |
|
Balances as of June 30, 2020 |
|
|
1,906 |
|
|
|
|
122,251,258 |
|
|
|
125 |
|
|
|
2,414,681 |
|
|
|
(75,000 |
) |
|
|
992,691 |
|
|
|
858 |
|
|
|
(652,915 |
) |
|
|
265,759 |
|
|
|
59,847 |
|
|
|
325,606 |
|
|
Issuance of shares under equity compensation plans |
|
|
— |
|
|
|
|
249,971 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
462 |
|
|
|
— |
|
|
|
— |
|
|
|
462 |
|
|
|
— |
|
|
|
462 |
|
|
Issuance of common stock under ESPP |
|
|
— |
|
|
|
|
49,696 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,205 |
|
|
|
— |
|
|
|
— |
|
|
|
1,205 |
|
|
|
— |
|
|
|
1,205 |
|
|
Repurchase of shares to satisfy tax withholding |
|
|
— |
|
|
|
|
(8,515 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(243 |
) |
|
|
— |
|
|
|
— |
|
|
|
(243 |
) |
|
|
— |
|
|
|
(243 |
) |
|
Stock-based compensation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,748 |
|
|
|
— |
|
|
|
— |
|
|
|
11,748 |
|
|
|
— |
|
|
|
11,748 |
|
|
Issuance of noncontrolling interests |
|
|
1,000 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,267 |
|
|
|
7,267 |
|
|
Transfers from (to) noncontrolling interests |
|
|
799 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,081 |
|
|
|
— |
|
|
|
— |
|
|
|
1,081 |
|
|
|
(1,880 |
) |
|
|
(799 |
) |
|
Unrealized losses on available-for-sale securities |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(397 |
) |
|
|
— |
|
|
|
(397 |
) |
|
|
— |
|
|
|
(397 |
) |
|
Net loss |
|
|
(1,131 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(115,859 |
) |
|
|
(115,859 |
) |
|
|
(13,177 |
) |
|
|
(129,036 |
) |
|
Balances as of September 30, 2020 |
|
$ |
2,574 |
|
|
|
|
122,542,410 |
|
|
$ |
125 |
|
|
|
2,414,681 |
|
|
$ |
(75,000 |
) |
|
$ |
1,006,944 |
|
|
$ |
461 |
|
|
$ |
(768,774 |
) |
|
$ |
163,756 |
|
|
$ |
52,057 |
|
|
$ |
215,813 |
|
6
|
|
|
Nine Months Ended September 30, 2019 |
|
||||||||||||||||||||||||||||||||||
|
|
|
Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Convertible |
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
BridgeBio |
|
|
Noncontrol- |
|
|
Total |
|
|||||||||||
|
|
|
Noncontrolling |
|
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Stockholders' |
|
|
ling |
|
|
Stockholders’ |
|
||||||||||||
|
|
|
Interests |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
|||||||||
|
Balances as of December 31, 2018 (3) |
|
$ |
122 |
|
|
|
|
92,057,704 |
|
|
$ |
92 |
|
|
$ |
494,231 |
|
|
$ |
— |
|
|
$ |
(179,444 |
) |
|
$ |
314,879 |
|
|
$ |
62,361 |
|
|
$ |
377,240 |
|
|
Issuance of shares under equity compensation plans |
|
|
— |
|
|
|
|
518,511 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|||||||||||||