Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BBIO | |
Entity Registrant Name | BridgeBio Pharma, Inc. | |
Entity Central Index Key | 0001743881 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-38959 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1850815 | |
Entity Address, Address Line One | 421 Kipling Street | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94301 | |
City Area Code | (650) | |
Local Phone Number | 391-9740 | |
Entity Common Stock, Shares Outstanding | 148,246,309 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 470,098 | $ 393,772 | [1] |
Marketable securities | 218,466 | 393,743 | [1] |
Investment in equity securities | 27,141 | 49,148 | [1] |
Receivable from licensing and collaboration agreements | 22,821 | 19,749 | [1] |
Prepaid expenses and other current assets | 32,754 | 32,446 | [1] |
Total current assets | 771,280 | 888,858 | [1] |
Property and equipment, net | 16,873 | 30,066 | [1] |
Operating lease right-of-use assets | 12,850 | 15,907 | [1] |
Intangible assets, net | 29,908 | 44,934 | [1] |
Other assets | 31,322 | 33,027 | [1] |
Total assets | 862,233 | 1,012,792 | [1] |
Current liabilities: | |||
Accounts payable | 8,793 | 11,884 | [1] |
Accrued compensation and benefits | 32,609 | 37,041 | [1] |
Accrued research and development liabilities | 50,091 | 44,138 | [1] |
Accrued professional services | 6,183 | 6,786 | [1] |
Operating lease liabilities, current portion | 4,310 | 4,938 | [1] |
Deferred revenue, current portion | 7,190 | ||
Other accrued liabilities | 31,984 | 30,282 | [1] |
Total current liabilities | 141,160 | 135,069 | [1] |
Term loan, net | 418,353 | 430,752 | [1] |
Operating lease liabilities, net of current portion | 14,276 | 17,428 | [1] |
Other long-term liabilities | 28,631 | 22,069 | [1] |
Total liabilities | 1,877,246 | 1,878,371 | [1] |
Commitments and contingencies (Note 9) | |||
Redeemable convertible noncontrolling interests | (1,499) | 1,423 | |
Stockholders’ equity (deficit): | |||
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; 154,434,958 shares issued and 148,243,197 shares outstanding as of June 30, 2022, 153,535,084 shares issued and 147,343,323 shares outstanding as of December 31, 2021 | 154 | 154 | [1] |
Treasury stock, at cost; 6,191,761 shares as of June 30, 2022 and December 31, 2021 | (275,000) | (275,000) | [1] |
Additional paid-in capital | 892,960 | 841,530 | [1] |
Accumulated other comprehensive loss | (427) | (132) | [1] |
Accumulated deficit | (1,643,219) | (1,436,966) | [1] |
Total BridgeBio stockholders' deficit | (1,025,532) | (870,414) | [1] |
Noncontrolling interests | 12,018 | 3,412 | [1] |
Total stockholders' deficit | (1,013,514) | (867,002) | [1],[2] |
Total liabilities, redeemable convertible noncontrolling interests and stockholders' deficit | 862,233 | 1,012,792 | [1] |
2029 Notes | |||
Current liabilities: | |||
Notes, net | 734,047 | 733,119 | [1] |
2027 Notes | |||
Current liabilities: | |||
Notes, net | $ 540,779 | $ 539,934 | [1] |
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. The consolidated balances as of December 31, 2021 and 2020 are derived from the audited consolidated financial statements as of those dates. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 154,434,958 | 153,535,084 |
Common stock, shares outstanding | 148,243,197 | 147,343,323 |
Treasury stock, shares | 6,191,761 | 6,191,761 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 73,746 | $ 54,024 | $ 75,440 | $ 54,486 |
Operating costs and expenses: | ||||
Cost of license revenue and products sold | 700 | 109 | 2,048 | 109 |
Research and development | 108,400 | 101,960 | 216,049 | 224,519 |
Selling, general and administrative | 36,426 | 45,970 | 80,139 | 91,377 |
Restructuring, impairment and related charges | 8,396 | 31,058 | ||
Total operating costs and expenses | 153,922 | 148,039 | 329,294 | 316,005 |
Loss from operations | (80,176) | (94,015) | (253,854) | (261,519) |
Other income (expense), net: | ||||
Interest income | 766 | 323 | 1,033 | 717 |
Interest expense | (20,279) | (10,839) | (40,623) | (20,577) |
Gain from sale of priority review voucher, net | 107,946 | 107,946 | ||
Other income (expense), net | (10,816) | 2,457 | (18,391) | 8,223 |
Total other income (expense), net | 77,617 | (8,059) | 49,965 | (11,637) |
Net income (loss) | (2,559) | (102,074) | (203,889) | (273,156) |
Net loss (income) attributable to redeemable convertible noncontrolling interests and noncontrolling interests | (7,297) | 5,726 | (2,364) | 13,729 |
Net loss attributable to common stockholders of BridgeBio | $ (9,856) | $ (96,348) | $ (206,253) | $ (259,427) |
Net loss per share attributable to common stockholders of BridgeBio, basic | $ (0.07) | $ (0.66) | $ (1.41) | $ (1.82) |
Net loss per share attributable to common stockholders of BridgeBio, diluted | $ (0.07) | $ (0.66) | $ (1.41) | $ (1.82) |
Weighted-average shares used in computing net loss per share attributable to common stockholders of BridgeBio, basic | 146,684,804 | 146,754,299 | 146,285,694 | 142,713,463 |
Weighted-average shares used in computing net loss per share attributable to common stockholders of BridgeBio, diluted | 146,684,804 | 146,754,299 | 146,285,694 | 142,713,463 |
License and Services Revenue | ||||
Revenue: | ||||
Total revenue | $ 73,746 | $ 53,037 | $ 73,981 | $ 53,499 |
Product Sales | ||||
Revenue: | ||||
Total revenue | $ 987 | $ 1,459 | $ 987 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,559) | $ (102,074) | $ (203,889) | $ (273,156) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on available-for-sale securities | (44) | 93 | (295) | (156) |
Comprehensive loss | (2,603) | (101,981) | (204,184) | (273,312) |
Comprehensive loss (income) attributable to redeemable convertible noncontrolling interests and noncontrolling interests | (7,297) | 5,726 | (2,364) | 13,729 |
Comprehensive loss attributable to common stockholders of BridgeBio | $ (9,900) | $ (96,255) | $ (206,548) | $ (259,583) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance | Equity Compensation Plans | Employee Stock Purchase Plan | Satisfy Tax Withholding | Redeemable Convertible Noncontrolling Interests | Common Stock | Common Stock Equity Compensation Plans | Common Stock Employee Stock Purchase Plan | Common Stock Satisfy Tax Withholding | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital Equity Compensation Plans | Additional Paid-in Capital Employee Stock Purchase Plan | Additional Paid-in Capital Satisfy Tax Withholding | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance | Parent | Parent Cumulative Effect, Period of Adoption, Adjusted Balance | Parent Equity Compensation Plans | Parent Employee Stock Purchase Plan | Parent Satisfy Tax Withholding | Noncontrolling Interests | |||
Beginning balance at Dec. 31, 2020 | [1] | $ 106,256 | $ 125 | $ (75,000) | $ 1,021,344 | $ 192 | $ (888,755) | $ 57,906 | $ 48,350 | |||||||||||||||||||
Beginning balance ((ASU 2020-06)) at Dec. 31, 2020 | $ (153,750) | $ (168,078) | $ 14,328 | $ (153,750) | ||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | [1] | $ 1,630 | ||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | [1] | 122,849,389 | 2,414,681 | |||||||||||||||||||||||||
Issuance of shares | $ 6,842 | $ 1,651 | $ 1 | $ 6,841 | $ 1,651 | $ 6,842 | $ 1,651 | |||||||||||||||||||||
Issuance of shares, shares | 819,113 | 65,298 | ||||||||||||||||||||||||||
Stock-based compensation | 19,841 | 19,841 | 19,841 | |||||||||||||||||||||||||
Purchase of capped calls | (61,295) | (61,295) | (61,295) | |||||||||||||||||||||||||
Repurchase of common stock | (50,000) | $ (50,000) | (50,000) | |||||||||||||||||||||||||
Repurchase of common stock, shares | (759,993) | 759,993 | ||||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | $ (1,021) | $ (1,021) | $ (1,021) | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (15,653) | |||||||||||||||||||||||||||
Repurchase of Eidos noncontrolling interests for cash and shares, including transaction costs of $70,734 | (91,997) | $ 26 | (53,856) | (53,830) | (38,167) | |||||||||||||||||||||||
Repurchase of noncontrolling interests for cash and shares, including transaction costs shares | 26,156,446 | |||||||||||||||||||||||||||
Issuance of noncontrolling interests | 5,080 | 5,080 | ||||||||||||||||||||||||||
Transfers from (to) noncontrolling interests | (517) | 1,690 | 1,690 | (2,207) | ||||||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | 517 | |||||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | (249) | (249) | (249) | |||||||||||||||||||||||||
Net income (loss) | (170,206) | (163,079) | (163,079) | (7,127) | ||||||||||||||||||||||||
Temporary Equity, net loss | (876) | |||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | (389,365) | $ 152 | $ (125,000) | 767,117 | (57) | (1,037,506) | (395,294) | 5,929 | ||||||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2021 | 1,271 | |||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 149,114,600 | 3,174,674 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | [1] | 106,256 | $ 125 | $ (75,000) | 1,021,344 | 192 | (888,755) | 57,906 | 48,350 | |||||||||||||||||||
Beginning balance ((ASU 2020-06)) at Dec. 31, 2020 | $ (153,750) | $ (168,078) | $ 14,328 | $ (153,750) | ||||||||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | [1] | 1,630 | ||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | [1] | 122,849,389 | 2,414,681 | |||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | (156) | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (457,490) | $ 153 | $ (130,308) | 799,679 | 36 | (1,133,854) | (464,294) | 6,804 | ||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2021 | 1,865 | |||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 149,614,740 | 3,279,368 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (389,365) | $ 152 | $ (125,000) | 767,117 | (57) | (1,037,506) | (395,294) | 5,929 | ||||||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2021 | 1,271 | |||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | 149,114,600 | 3,174,674 | ||||||||||||||||||||||||||
Issuance of shares | 3,751 | $ 1 | 3,750 | 3,751 | ||||||||||||||||||||||||
Issuance of shares, shares | 646,250 | |||||||||||||||||||||||||||
Stock-based compensation | 32,509 | 32,509 | 32,509 | |||||||||||||||||||||||||
Repurchase of common stock | (5,308) | $ (5,308) | (5,308) | |||||||||||||||||||||||||
Repurchase of common stock, shares | (104,694) | 104,694 | ||||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | (2,281) | (2,281) | (2,281) | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (41,416) | |||||||||||||||||||||||||||
Fair value of PellePharm noncontrolling interest on consolidation | 5,074 | |||||||||||||||||||||||||||
Issuance of noncontrolling interests | 5 | 5 | ||||||||||||||||||||||||||
Temporary Equity, issuance (repurchase) of noncontrolling interest | 700 | |||||||||||||||||||||||||||
Transfers from (to) noncontrolling interests | 3,618 | (1,416) | (1,416) | 5,034 | ||||||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | (3,618) | |||||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | 93 | 93 | 93 | |||||||||||||||||||||||||
Net income (loss) | (100,512) | (96,348) | (96,348) | (4,164) | ||||||||||||||||||||||||
Temporary Equity, net loss | (1,562) | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (457,490) | $ 153 | $ (130,308) | 799,679 | 36 | (1,133,854) | (464,294) | 6,804 | ||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2021 | 1,865 | |||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 149,614,740 | 3,279,368 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | (867,002) | [2] | $ 154 | $ (275,000) | 841,530 | (132) | (1,436,966) | (870,414) | 3,412 | ||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | 1,423 | 1,423 | [1] | |||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 147,343,323 | 6,191,761 | |||||||||||||||||||||||||
Issuance of shares | 104 | $ 966 | 104 | $ 966 | 104 | $ 966 | ||||||||||||||||||||||
Issuance of shares, shares | 229,926 | 127,635 | ||||||||||||||||||||||||||
Stock-based compensation | 25,423 | 25,423 | 25,423 | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | (110) | (110) | (110) | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (12,491) | |||||||||||||||||||||||||||
Issuance of noncontrolling interests | 89 | 89 | ||||||||||||||||||||||||||
Transfers from (to) noncontrolling interests | 48 | (317) | (317) | 365 | ||||||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | (47) | |||||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | (251) | (251) | (251) | |||||||||||||||||||||||||
Net income (loss) | (200,290) | (196,397) | (196,397) | (3,893) | ||||||||||||||||||||||||
Temporary Equity, net loss | (1,040) | |||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | (1,041,023) | $ 154 | $ (275,000) | 867,596 | (383) | (1,633,363) | (1,040,996) | (27) | ||||||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2022 | 336 | |||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2022 | 147,688,393 | 6,191,761 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | (867,002) | [2] | $ 154 | $ (275,000) | 841,530 | (132) | (1,436,966) | (870,414) | 3,412 | ||||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | 1,423 | 1,423 | [1] | |||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 147,343,323 | 6,191,761 | |||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | (295) | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (1,013,514) | $ 154 | $ (275,000) | 892,960 | (427) | (1,643,219) | (1,025,532) | 12,018 | ||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2022 | (1,499) | (1,499) | ||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 148,243,197 | 6,191,761 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | (1,041,023) | $ 154 | $ (275,000) | 867,596 | (383) | (1,633,363) | (1,040,996) | (27) | ||||||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2022 | 336 | |||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2022 | 147,688,393 | 6,191,761 | ||||||||||||||||||||||||||
Issuance of shares | $ 56 | $ 56 | $ 56 | |||||||||||||||||||||||||
Issuance of shares, shares | 609,058 | |||||||||||||||||||||||||||
Stock-based compensation | 23,901 | 23,901 | 23,901 | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | $ (366) | $ (366) | $ (366) | |||||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (54,254) | |||||||||||||||||||||||||||
Issuance of noncontrolling interests | 4,686 | 4,686 | ||||||||||||||||||||||||||
Transfers from (to) noncontrolling interests | (144) | 1,773 | 1,773 | (1,917) | ||||||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | 144 | |||||||||||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities | (44) | (44) | (44) | |||||||||||||||||||||||||
Net income (loss) | (580) | (9,856) | (9,856) | 9,276 | ||||||||||||||||||||||||
Temporary Equity, net loss | (1,979) | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (1,013,514) | $ 154 | $ (275,000) | $ 892,960 | $ (427) | $ (1,643,219) | $ (1,025,532) | $ 12,018 | ||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2022 | $ (1,499) | $ (1,499) | ||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 148,243,197 | 6,191,761 | ||||||||||||||||||||||||||
[1] The consolidated balances as of December 31, 2021 and 2020 are derived from the audited consolidated financial statements as of those dates. The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | Mar. 31, 2021 USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Repurchase of Eidos noncontrolling interests for cash and shares, transaction costs | $ 70,734 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities: | ||
Net loss | $ (203,889) | $ (273,156) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 52,409 | 63,689 |
Depreciation and amortization | 3,466 | 4,052 |
Net loss from investment in equity securities | 23,228 | 1,117 |
Gain from sale of priority review voucher, excluding transaction costs | (110,000) | |
Gain from recognition of receivable from licensing and collaboration agreement | (12,500) | |
Fair value of shares issued under a license agreements | 4,567 | |
Accretion of debt | 4,383 | 2,653 |
Fair value adjustment of warrants | 1,390 | |
Loss on sale of certain assets | 6,261 | |
Impairment of long-lived assets | 12,653 | 3,300 |
LEO call option income | (5,550) | |
Other noncash adjustments | 3,742 | 3,906 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,040) | |
Receivable from licensing and collaboration agreements | 2,993 | (35,363) |
Receivable from a related party | (8,962) | |
Prepaid expenses and other current assets | (3,021) | 1,400 |
Other assets | 8,691 | (5,723) |
Accounts payable | (3,090) | 13,025 |
Accrued compensation and benefits | (9,402) | (8,494) |
Accrued research and development liabilities | 5,953 | 2,463 |
Accrued professional services | (602) | 1,499 |
Operating lease liabilities | (3,348) | (2,776) |
Deferred revenue | 16,641 | |
Other accrued and other long-term liabilities | 8,387 | 2,599 |
Net cash used in operating activities | (191,088) | (242,478) |
Investing activities: | ||
Purchases of marketable securities | (119,611) | (509,934) |
Maturities of marketable securities | 293,919 | 238,934 |
Purchases of investment in equity securities | (10,930) | (20,000) |
Sales of investment in equity securities | 9,708 | |
Increase in cash and cash equivalents from consolidation of PellePharm | 13,654 | |
Proceeds from sale of priority review voucher | 110,000 | |
Proceeds from sale of certain assets | 10,000 | |
Payment for an intangible asset | (1,500) | |
Purchases of property and equipment | (3,261) | (4,248) |
Net cash provided by (used in) investing activities | 288,325 | (281,594) |
Financing activities: | ||
Proceeds from issuance of 2029 Notes | 747,500 | |
Issuance costs and discounts associated with issuance of 2029 Notes | (16,064) | |
Issuance costs associated with term loan | (1,120) | |
Purchase of capped calls | (61,295) | |
Repurchases of common stock | (55,308) | |
Transactions with noncontrolling interests | 70 | |
Repurchase of Eidos noncontrolling interest, including direct transaction costs | (84,840) | |
Proceeds from term loan | 25,000 | |
Repayment of term loan | (20,486) | (18,108) |
Proceeds from BridgeBio common stock issuances under ESPP | 966 | 1,652 |
Repurchase of shares to satisfy tax withholding | (476) | (3,302) |
Proceeds from stock option exercises, net of repurchases | 160 | 11,216 |
Net cash provided by (used in) financing activities | (20,956) | 546,521 |
Net increase in cash, cash equivalents and restricted cash | 76,281 | 22,449 |
Cash, cash equivalents and restricted cash at beginning of period | 396,365 | 358,679 |
Cash, cash equivalents and restricted cash at end of period | 472,646 | 381,128 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 25,435 | 10,814 |
Supplemental Disclosures of Noncash Investing and Financing Information: | ||
Payment-in-kind interest added to principal of term loan | 5,075 | |
Net noncash portion of repurchase of Eidos noncontrolling interests | 38,167 | |
Direct transaction costs in the repurchase of Eidos recorded in "Additional paid-in capital" previously classified in "Prepaid expenses and other current assets" | 8,749 | |
Noncash contribution by a noncontrolling interest | 21,600 | |
Recognized intangible asset recorded in "Accrued research and development liabilities" | 20,000 | |
Leasehold improvements paid by landlord | 2,136 | |
Unpaid property and equipment | 73 | 1,323 |
Transfers from noncontrolling interests (Note 6) | 1,456 | 274 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash: | ||
Cash and cash equivalents | 470,098 | 378,420 |
Restricted cash - Included in "Prepaid expenses and other current assets" | 140 | 176 |
Restricted cash - Included in "Other assets" | 2,408 | 2,532 |
Total cash, cash equivalents and restricted cash at end of period shown in the condensed consolidated statements of cash flows | $ 472,646 | $ 381,128 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and De scription of Business BridgeBio Pharma, Inc. (“BridgeBio” or the “Company”) is a commercial-stage biopharmaceutical company founded to discover, create, test and deliver transformative medicines to treat patients who suffer from genetic diseases and cancers with clear genetic drivers. BridgeBio’s pipeline of development programs ranges from early science to advanced clinical trials. BridgeBio was founded in 2015 and its team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. Since inception, BridgeBio has either created wholly-owned subsidiaries or has made investments in certain controlled entities, including partially-owned subsidiaries for which BridgeBio has a majority voting interest, and variable interest entities (“VIEs”) for which BridgeBio is the primary beneficiary (collectively, “we”, “our”, “us”). BridgeBio is headquartered in Palo Alto, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of BridgeBio Pharma, Inc. and its wholly-owned subsidiaries and controlled entities, substantially all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record net loss attributable to noncontrolling interests in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. In determining whether an entity is considered a controlled entity, we applied the VIE and Voting Interest Entity (“VOE”) models. We assess whether we are the primary beneficiary of a VIE based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it has a controlling financial interest in the entity through its ownership of greater than 50 % of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. We assess whether we are the primary beneficiary of a VIE or whether we have a majority voting interest for entities consolidated under the VOE model at the inception of the arrangement and at each reporting date. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, stockholders’ equity (deficit) and our cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim periods. Reclassifications Certain reclassifications have been made to the condensed consolidated statement of cash flows for the six months ended June 30, 2021 to conform to the current year’s presentation. These reclassifications had no net effect on cash flows from operating, financing and investing activities as previously reported. Restricted Cash Our restricted cash balance relates to cash and cash equivalents that we have pledged as collateral under certain lease agreements and letters of credit. Collaborative Arrangements We enter into collaboration arrangements with partners, under which we may grant licenses to further develop, manufacture and commercialize one of our drug compounds and or/products. We may also perform research, development, manufacturing, commercialization, and supply activities under our collaboration agreements. Consideration under these arrangements may include, upfront payments, development and regulatory milestones, expense reimbursements, royalties based on net sales of commercial products, and commercial sales milestone payments. When we enter into collaboration agreements, we assess whether the arrangements fall within the scope of Accounting Standards Codification (“ASC”) 808, Collaborative Arrangements (“ASC 808”) based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, we assess whether the payments between us and our partner fall within the scope of other accounting literature. If we conclude that payments from the partner to us represent consideration from a customer, such as license fees, contract manufacturing, and research and development activities, we account for those payments within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). However, if we conclude that our partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing, and commercial activities, we record such payments as a reduction of research and development expense or selling, general and administrative expense, based on where we present the underlying expense. Additionally, if we reimburse our collaboration partners for these activities, we record such reimbursements as research and development expense or selling, general and administrative expense, depending upon the nature of the underlying expense. If our collaborative arrangement provides for the sharing of profits and losses with our partner for commercialization activities, the treatment of our share in the profit-sharing structure depends on who the selling party is. If we are the selling party and the deemed principal, we record our collaboration partner’s share of profits as an addition to selling, general and administrative expenses and our collaboration partner’s share of loss as a reduction in selling, general and administrative expenses. If our partner is the selling party and the deemed principal, we record our share of profits as collaboration revenue and our share of losses as an addition to selling, general and administrative expenses. Revenue Recognition For elements or transactions that we determine should be accounted for under ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy our performance obligation. We apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to the customer. At inception of the arrangement, we assess the promised goods or services to identify the performance obligations within the contract. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation, on a relative standalone selling price basis, when (or as) the performance obligation is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, we recognize revenue based on the use of an output or input method. As part of the accounting for these arrangements, we develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. These key assumptions may include forecasted revenue or costs, development timelines, discount rates and probabilities of clinical and regulatory success. License Grant : For arrangements that include a grant of a license to our intellectual property, we consider whether the license grant is distinct from the other performance obligations included in the arrangement. Generally, we would conclude that the license is distinct if the customer is able to benefit from the license with the resources available to it. For licenses that are distinct, we recognize revenues from nonrefundable, upfront license fees and other consideration allocated to the license when the license term has begun and we have provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. For licenses that are bundled with other promises, we determine whether the combined performance obligation is satisfied over time or at a point in time. If the combined performance obligation is satisfied over time, we use judgment in determining the appropriate method of measuring progress for purposes of recognizing revenue from the up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Development and Regulatory Milestone Payments : At the inception of each arrangement that includes development and regulatory milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. We generally include these milestone payments when they are achieved because there is considerable uncertainty in the research and development processes that trigger these payments under our agreements. Similarly, we include approval milestone payments in the transaction price once the product is approved by the applicable regulatory agency. At the end of each subsequent reporting period, we re-evaluate the probability of achieving such development and regulatory milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis. Sales-based Milestone Payments and Royalties : For arrangements that include sales-based royalties, including milestone payments based on the volume of sales, we will determine whether the license is deemed to be the predominant item to which the royalties or sales-based milestones relate and if such is the case, we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Product Supply Services : Arrangements that include a promise for the future supply of drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. We will assess if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations and recognized when the future goods or services related to the option are provided or the option expires. Research and Development Services : For arrangements that include research and development services, we will recognize revenue over time using an input method, representing the transfer of goods or services as we perform activities over the term of the agreement. Sales of Nonfinancial Assets We generally account for sales of nonfinancial assets that are outside the scope of our ordinary activities under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Pursuant to ASC 610-20, we apply the guidance in ASC 606 to determine if a contract exists, identify the distinct nonfinancial assets, and determine when control transfers and, therefore, when to derecognize the nonfinancial asset. Additionally, we apply the measurement principles of ASC 606 to determine the amount of consideration, if any, to include in the calculation of the gain or loss for the nonfinancial asset. Restructuring, Impairment and Related Charges Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances, including restructuring and exit activities, indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Employee severance costs are generally recognized when payments are probable and amounts are reasonably estimable. Other exit-related costs are recognized as incurred. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of SARS-CoV-2, the novel strain of coronavirus that causes Coronavirus disease 19 (“COVID-19”), a global pandemic. Since then, healthcare providers and hospitals have focused significant amounts of resources on fighting the virus and its variants, and we have experienced delays in or temporary suspension of the enrollment of patients in our subsidiaries’ ongoing clinical trials. Additionally, we may experience delays in certain ongoing key program activities, including commencement of planned clinical trials, as well as non-clinical experiments and Investigational New Drug Application-enabling good laboratory practice toxicology studies. The exact timing of delays and their overall impact on our business are currently unknown and we are monitoring the ongoing COVID-19 pandemic as it continues to evolve. While certain measures have been relaxed in certain parts of the world as increasing numbers of people have received COVID-19 vaccines, others have remained in place with some areas continuing to experience renewed outbreaks and surges in infection rates. The extent to which such measures are removed or new measures are put in place will depend upon how the pandemic evolves, as well as the distribution of available vaccines, the rates at which they are administered and the emergence of new variants of the virus. We are continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state, or local authorities or that we determine are in the best interests of public health and safety and that of our patient community, employees, partners, suppliers, and stockholders. We cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may have on our business or strategy, including the effects on our ongoing and planned clinical development activities and prospects or on our financial and operating results. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to: • accruals for research and development activities and contingent clinical, development, regulatory, and sales-based milestone payments in our in-licensing agreements and asset acquisitions, • accruals for performance-based milestone compensation arrangements, • determining and allocating the transaction price to performance obligations for transactions accounted for under ASC 606, • the expected recoverability and estimated useful lives of our long-lived assets, and • additional charges as a result of, or that are associated with, any restructuring initiative. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: June 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 99,569 $ 99,569 $ — $ — Commercial paper 122,791 — 122,791 — Agency discount notes 34,933 — 34,933 — Total cash equivalents 257,293 99,569 157,724 — Marketable securities: U.S. treasury notes 75,976 — 75,976 — Commercial paper 126,503 — 126,503 — Corporate debt securities 15,987 — 15,987 — Total marketable securities 218,466 — 218,466 — Investment in equity securities 27,141 27,141 — — LianBio Warrant 751 751 — — Total financial assets $ 503,651 $ 127,461 $ 376,190 $ — Liability Embedded derivative $ 1,211 $ — $ — $ 1,211 December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 176,115 $ 176,115 $ — $ — Commercial paper 56,986 — 56,986 — Total cash equivalents 233,101 176,115 56,986 — Marketable securities: U.S. treasury notes 76,472 — 76,472 — Commercial paper 167,737 — 167,737 — Corporate debt securities 122,490 — 122,490 — Supranational debt securities 27,044 — 27,044 — Total marketable securities 393,743 — 393,743 — Investment in equity securities 49,148 49,148 — — LianBio Warrant 2,141 2,141 — — Total financial assets $ 678,133 $ 227,404 $ 450,729 $ — Liability Embedded derivative $ 1,171 $ — $ — $ 1,171 There were no transfers between Level 1, Level 2 or Level 3 during the periods presented. There are uncertainties on the fair value measurement of the instrument classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements. Marketable Securities The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Investment in Equity Securities As of June 30, 2022 and December 31, 2021, we have an investment in LianBio whose fair value amounted to $ 10.8 million and $ 30.8 million, respectively. This investment was originally accounted for under the equity method until it was converted into an investment in equity securities that is accounted for under ASC 321, Investments — Equity Securities (“ASC 321”), upon completion of LianBio’s initial public offering (“IPO”) in November 2021 (see Note 7). The LianBio shares were subject to a lock-up agreement, which restricted our ability to sell the securities through April 2022. There are no restrictions on our ability to sell the other investment in equity securities, which had a fair value of $ 16.3 million and $ 18.3 million as of June 30, 2022 and December 31, 2021, respectively. We classify our investment in equity securities, which are currently equity securities of publicly held companies, within Level 1 as the fair values of these equity securities are derived from observable inputs such as quoted prices in active markets. Total realized and unrealized gains and losses associated with investment in equity securities during the periods presented consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Net realized losses recognized on investment $ ( 141 ) $ — $ ( 1,385 ) $ — Net unrealized losses recognized on investment ( 10,221 ) ( 1,117 ) ( 21,843 ) ( 1,117 ) Total net losses included in “Other income $ ( 10,362 ) $ ( 1,117 ) $ ( 23,228 ) $ ( 1,117 ) LianBio Warrant As of June 30, 2022 and December 31, 2021, our subsidiary, QED Therapeutics, Inc. (“QED”), held a warrant which entitles QED to purchase shares of LianBio (the “LianBio Warrant”, see Note 7). We classify the LianBio Warrant, which pertains to an equity security of a publicly held company, within Level 1 as the fair value of this equity security is derived from observable inputs such as quoted prices in an active market. Notes The fair values of our 2.25% convertible senior notes due 2029 (the “2029 Notes”) and our 2.50% convertible senior notes due 2027 (the “2027 Notes”) (collectively, the “Notes”, see Note 10), which differ from their respective carrying values, are determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs. As of June 30, 2022 , the estimated fair value of our 2029 Notes and 2027 Notes, which have aggregate face values of $ 747.5 million and $ 550.0 million, respectively, were $ 302.7 million and $ 247.5 million, respectively, based on their market prices on the last trading day for the period. As of December 31, 2021, the estimated fair value of our 2029 Notes and 2027 Notes were $ 444.8 million and $ 407.1 million, respectively, based on the market price on the last trading day for the period. Term Loan The fair value of our outstanding term loan (see Note 10) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with a market interest rate, which is a Level 2 input. The estimated fair value of our outstanding term loan as of June 30, 2022 was $ 401.2 million. The estimated fair value of our outstanding term loan as of December 31, 2021 approximated the carrying amount as the term loan was issued close to that date. LEO Call Option Liability As of June 30, 2022 and December 31, 2021, we no longer recognized the LEO call option that we previously carried as a liability in our condensed consolidated balance sheet. In November 2018, LEO Pharma (“LEO”) was granted an exclusive, irrevocable option to acquire our subsidiary, PellePharm, Inc. (“PellePharm”). The LEO call option was exercisable by LEO on or before the occurrence of certain events relating to PellePharm’s clinical development programs and no later than July 30, 2021. We accounted for the LEO call option as a current liability because we were obligated to sell our shares in PellePharm to LEO at a pre-determined price, if the option were to be exercised. We remeasured the LEO call option to fair value at each subsequent balance sheet date, using unobservable inputs that were classified as Level 3 inputs, until the LEO call option either was exercised, terminated or had expired. On March 30, 2021, LEO provided a notice of termination of the LEO call option effective April 15, 2021. As a result, and based on the facts and circumstances that existed as of March 31, 2021, we evaluated that the likelihood of LEO exercising said option was remote and we remeasured the LEO call option liability to zero as of March 31, 2021. We recognized a gain on remeasurement of the LEO call option liability of $ 5.6 million that was included in “Other income (expense), net” for the six months ended June 30, 2021 . |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds and repurchase agreements collateralized with securities issued by the U.S. government or its agencies. Our marketable securities consist of high investment grade fixed income securities that are primarily invested in commercial paper, corporate bonds, and U.S. government securities. Cash equivalents and marketable securities classified as available-for-sale consisted of the following: June 30, 2022 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 99,569 $ — $ — $ 99,569 Commercial paper 122,812 — ( 21 ) 122,791 Agency discount notes 34,937 — ( 4 ) 34,933 Total cash equivalents 257,318 — ( 25 ) 257,293 Marketable securities: U.S. treasury notes 76,127 — ( 151 ) 75,976 Commercial paper 126,709 1 ( 207 ) 126,503 Corporate debt securities 16,032 — ( 45 ) 15,987 Total marketable securities 218,868 1 ( 403 ) 218,466 Total cash equivalents and $ 476,186 $ 1 $ ( 428 ) $ 475,759 December 31, 2021 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 176,115 $ — $ — $ 176,115 Commercial paper 56,988 — ( 2 ) 56,986 Total cash equivalents 233,103 — ( 2 ) 233,101 Marketable securities: U.S. treasury notes 76,518 — ( 46 ) 76,472 Commercial paper 167,761 2 ( 26 ) 167,737 Corporate debt securities 122,548 — ( 58 ) 122,490 Supranational debt securities 27,046 — ( 2 ) 27,044 Total marketable securities 393,873 2 ( 132 ) 393,743 Total cash equivalents and $ 626,976 $ 2 $ ( 134 ) $ 626,844 There have been no significant realized gains or losses on available-for-sale securities for the periods presented. There were no available-for-sale securities that have been in a continuous unrealized loss position for more than 12 months. As of June 30, 2022 and December 31, 2021, our marketable securities have average contractual maturities of approximately six months . We believe that we have the ability to realize the full value of all of these investments upon their respective maturities. |
Eidos
Eidos | 6 Months Ended |
Jun. 30, 2022 | |
Wholly Owned Subsidiary Disclosure [Abstract] | |
Eidos | 5. Eidos From the date of BridgeBio’s initial investment until June 22, 2018, the Eidos Therapeutics, Inc. (“Eidos”) IPO closing date, Eidos was determined to be a VIE and BridgeBio consolidated Eidos as the primary beneficiary. Subsequent to the Eidos IPO, BridgeBio determined that Eidos was no longer a VIE due to Eidos having sufficient equity at risk to finance its activities without additional subordinated financial support. From June 22, 2018 through January 26, 2021, BridgeBio determined that it held greater than 50 % of the voting shares of Eidos and there were no other parties with substantive participating, liquidation or kick-out rights. BridgeBio consolidated Eidos under the VOE model until January 26, 2021, the date on which the Merger Transactions (as defined below) were consummated. On October 5, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eidos, Globe Merger Sub I, Inc. (“Merger Sub”) and Globe Merger Sub II, Inc. (the two latter companies being our indirect wholly-owned subsidiaries), providing for, in a series of merger transactions (the “Merger Transactions”), the acquisition by us of all of the outstanding shares of common stock of Eidos (the “Eidos Common Stock”) other than shares of Eidos Common Stock that (i) were owned by Eidos as treasury stock, (ii) were owned by us and our subsidiaries and, in each case, not owned on behalf of third parties and (iii) were subject to an Eidos Restricted Share Award (as defined below). Under the Merger Agreement, the stockholders of Eidos had the right to receive, at their election, either 1.85 shares of our common stock or $ 73.26 in cash per Eidos share in the transaction, subject to proration as necessary to ensure that the aggregate amount of cash consideration was no greater than $ 175.0 million. In addition, immediately prior to the effective time of the merger of Merger Sub with and into Eidos (the “Effective Time”), (i) each option to purchase Eidos Common Stock (an “Eidos Option”) were to be converted into an option, on the same terms and conditions applicable to such Eidos Option immediately prior to the Effective Time, to purchase a specified number of shares of BridgeBio common stock, calculated pursuant to the terms of the Merger Agreement, and (ii) each outstanding award of shares of Eidos Common Stock that was subject to forfeiture conditions (subject to certain exceptions) (each, an “Eidos Restricted Share Award”) was to be converted into an award, on the same terms and conditions applicable to such Eidos Restricted Share Award immediately prior to the Effective Time, covering a number of whole restricted shares of BridgeBio common stock, calculated pursuant to the terms of the Merger Agreement, with any fractional shares being paid out to the holder of such Eidos Restricted Share Award in cash (conversion of the Eidos Option and the Eidos Restricted Share Awards collectively referred to as the “Eidos Awards Exchange”). On January 19, 2021, the stockholders of each of BridgeBio and Eidos voted to approve all proposals related to the Merger Transactions and on January 26, 2021 , we closed and completed the Merger Transactions. The acquisition of the Eidos Common Stock was settled through an aggregate consideration of $ 1,651.6 million, which was comprised of cash payments of $ 21.3 million and the issuance of 26,156,446 shares of our common stock, with a total fair value of approximately $ 1,630.3 million. We accounted for the purchase of the outstanding Eidos Common Stock as acquisition of noncontrolling interest in accordance with ASC 810, Consolidation (“ASC 810”). Under ASC 810, the carrying amount of the Eidos noncontrolling interest was adjusted to reflect the change in our ownership interest, and the difference between the fair value of the consideration paid, and the amount by which the noncontrolling interest was adjusted was recognized in equity. Such difference recognized as a reduction in equity amounted to $ 1,613.4 million and was recorded within “Additional paid-in capital” for the six months ended June 30, 2021. We continued to recognize the assets and liabilities of Eidos at their respective historical values as of the closing date of the Merger Transactions. Through the closing of the Merger Transactions, we incurred transaction costs aggregating $ 70.7 million that were recorded in “Additional paid-in capital” for the six months ended June 30, 2021. Upon closing and completion of the Merger Transactions with Eidos, Eidos became our wholly-owned subsidiary. Eidos’ common stock ceased to trade on The Nasdaq Global Select Market (“Nasdaq”) prior to the opening of business on January 26, 2021 and Eidos’ Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act was filed with the SEC on February 5, 2021. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 6. Noncontrolling Interests As of June 30, 2022 and December 31, 2021, we had both redeemable convertible noncontrolling interests and noncontrolling interests in consolidated partially-owned entities, for which BridgeBio is the primary beneficiary under the VIE model. These balances are reported as separate components outside stockholders’ deficit in “Redeemable convertible noncontrolling interests” and as part of stockholders’ deficit in “Noncontrolling interests” in the condensed consolidated balance sheets. We adjust the carrying value of noncontrolling interests to reflect the book value attributable to noncontrolling shareholders of consolidated partially-owned entities when there is a change in the ownership during the respective reporting period and such adjustments are recorded to additional paid-in capital. For the three and six months ended June 30, 2022, the adjustments in the aggregate amounted to $ 1.8 million and $ 1.5 million, respectively. For the three and six months ended June 30, 2021 , the adjustments in the aggregate amounted to $( 1.4 ) million and $ 0.3 million, respectively. All such adjustments are disclosed within the “Transfers from (to) noncontrolling interests” line item in the condensed consolidated statements of redeemable convertible noncontrolling interests and stockholders’ equity (deficit). |
Equity Method and Other Equity
Equity Method and Other Equity Investments | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method And Cost Method Investment [Abstract] | |
Equity Method and Other Equity Investments | 7. Equity Method and Other Equity Investments In October 2019, our subsidiary, BridgeBio Pharma LLC (“BBP LLC”), entered into an exclusivity agreement with LianBio, pursuant to which BBP LLC received equity in LianBio representing a 10 % ownership interest, valued at approximately $ 3.8 million at the time of the transaction. The equity interest was issued in consideration for certain rights of first negotiation and rights of first offer granted by BBP LLC to LianBio with respect to specified transactions covering intellectual property rights owned or controlled by BBP LLC or its affiliates in certain territories outside the United States. The equity interest gave BBP LLC the right to appoint or remove one director to the board of directors of LianBio, and, therefore, the ability to exercise significant influence over LianBio. As a result, we accounted for this investment under the equity method and LianBio was considered a related party. There were no impairments and the carrying amount of the equity method investment represented our maximum loss exposure related to our investment in LianBio during the three and six months ended June 30, 2021. On November 1, 2021, LianBio completed its IPO. Upon completion of the LianBio IPO, BBP LLC’s ownership in LianBio was reduced to approximately 4.7 % of LianBio’s fully-diluted equity and, pursuant to the exclusivity agreement, BBP LLC’s right to appoint or remove one director to the board of directors of LianBio was terminated. As of November 1, 2021, BBP LLC no longer exercises significant influence over LianBio; and, therefore, we accounted for BBP LLC’s equity interest in LianBio under ASC 321. LianBio is also no longer considered a related party. Consequently, we recognized a $ 68.5 million gain on conversion from equity method investment to investment in equity securities during the fourth quarter of fiscal year 2021. As of June 30, 2022 and December 31, 2021, we recorded $ 57.7 million and $ 37.7 million, respectively, in cumulative unrealized loss for the ongoing mark-to-market adjustments of this investment. Pursuant to a License Agreement entered into in October 2019 between QED and LianBio, QED also received warrants which entitled QED to purchase 10 % of the then-fully diluted shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones. Changes in fair value of the warrants were not material in 2021. In October 2021, the warrants held by QED to purchase shares of one of the subsidiaries of LianBio were converted into the LianBio Warrant, which entitles QED to purchase 347,569 shares of LianBio. The LianBio Warrant is measured at fair value on a recurring basis, with changes in fair value recognized in our condensed consolidated statements of operations as part of “Other income (expense), net”. The LianBio Warrant, which is presented as part of “Other assets” in our condensed consolidated balance sheets, had a fair value of $ 0.8 million and $ 2.1 million as of June 30, 2022 and December 31, 2021, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections: June 30, 2022 December 31, 2021 Weighted-average Amount Weighted-average Amount (in thousands) (in thousands) Gross amount 12.5 years $ 32,500 12.8 years $ 47,500 Less accumulated amortization ( 2,592 ) ( 2,566 ) Net book value $ 29,908 $ 44,934 Amortization expense recorded as part of cost of license revenue and products sold for the three and six months ended June 30, 2022 was $ 0.6 million and $ 1.2 million, respectively. Amortization expense during the comparative periods was not material. Future amortization expense is $ 1.2 million for the remainder of 2022, $ 2.4 million for each of the years from 2023 to 2026 and $ 19.1 million thereafter. Novartis License Agreement In January 2018, QED entered into a License Agreement with Novartis International Pharmaceutical, Inc. (“Novartis”), pursuant to which QED acquired certain intellectual property rights, including patents and know-how, related to infigratinib for the treatment of patients with FGFR-driven diseases. If certain substantial milestones are met, QED could be required to pay up to $ 60.0 million in regulatory milestone payments, $ 35.0 million in sales-based milestone payments, and pay royalties of up to low double-digit percentages on net sales. Following the approval by the U.S. Food and Drug Administration (“FDA”) of TRUSELTIQ TM in May 2021, we paid a one-time regulatory milestone payment to Novartis of $ 20.0 million. We capitalized such payment as a finite-lived intangible asset and amortize the amount over its estimated useful life on a straight-line basis. Asset Purchase Agreement with Alexion In June 2018, our subsidiary Origin Biosciences, Inc. (“Origin”) entered into an Asset Purchase Agreement (the “Origin-Alexion APA”) with Alexion Pharma Holding Unlimited Company (“Alexion”) to acquire intellectual property rights, including patent rights, know-how, and contracts, related to the ALXN1101 molecule. Pursuant to the Origin-Alexion APA, Origin could be required to pay up to $ 18.8 million if a certain condition is met. Such a condition was met in 2021, resulting in a one-time final payment of $ 15.0 million, which we capitalized as a finite-lived intangible asset and amortize it over its estimated useful life on a straight-line basis. In addition, under the Origin-Alexion APA, Origin could also be required to pay up to $ 1.0 million in regulatory-based milestone payment, $ 17.0 million in sales-based milestone payments and royalties of up to low double-digit percentages on net sales. In connection with the Asset Purchase Agreement entered into between Origin and Sentynl Therapeutics, Inc. (“Sentynl”) in March 2022 (the “Origin-Sentynl APA”, see Note 12), Sentynl assumed the obligation to pay sales-based milestone payments and royalties to Alexion that occur subsequent to the closing of the Origin-Sentynl APA when they become due. Origin will continue to be responsible for a regulatory-based milestone payment of up to $ 1.0 million when it becomes due. As a result of the Origin-Sentynl APA, w e also derecognized the associated intangible asset with a net book value of $ 13.5 million as this was part of the assets that were transferred to Sentynl. Diagnostics Agreement with Foundation Medicine In November 2018, QED and Foundation Medicine, Inc. (“FMI”) entered into a companion diagnostics agreement relating to QED’s drug discovery and development initiatives. Pursuant to the agreement, QED could be required to pay $ 12.5 million in regulatory approval milestones over a period of four years subsequent to the FDA approval of a companion diagnostic for TRUSELTIQ in patients with cholangiocarcinoma. The FDA approved the companion diagnostic for TRUSELTIQ in May 2021, which resulted in the capitalization of $ 12.5 million as a finite-lived intangible asset to be amortized over its estimated useful life on a straight-line basis. We paid the first installment due to FMI of $ 1.5 million during the second quarter of fiscal year 2022 and as of June 30, 2022 , the remaining amount due is presented in our condensed consolidated balance sheet in “Other accrued liabilities” for $ 2.5 million and “Other long-term liabilities” for $ 8.5 million. As of December 31, 2021, the amount due to FMI is presented in our condensed consolidated balance sheet in “Other accrued liabilities” for $ 1.5 million and “Other long-term liabilities” for $ 11.0 million. Refer to Note 11 for related discussion on the amount due to FMI. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Milestone Compensation Arrangements We have performance-based milestone compensation arrangements with certain employees and consultants, whose vesting is contingent upon meeting various milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion. We also have performance-based milestone compensation arrangements with certain employees and consultants as part of the 2020 Stock and Equity Award Exchange Program (the “Exchange Program”, see Note 15). The compensation arrangements under the Exchange Program are to be settled in the form of equity only. Performance-based milestone awards that are settled in the form of equity are satisfied in the form of fully-vested restricted stock awards (“RSAs”). We accrue for such contingent compensation when the related milestone is probable of achievement and is recorded in “Accrued compensation and benefits” for the current portion and in “Other long-term liabilities” for the noncurrent portion in the condensed consolidated balance sheets. There is no accrued compensation expense for performance-based milestone awards that are assessed to be not probable of achievement. The table below shows our commitment for the potential milestone amounts and the accruals for milestones deemed probable of achievement as of June 30, 2022. Potential Fixed Monetary Accrued (1) Settlement Type (in thousands) Cash $ 10,313 $ 996 Stock (2) 96,695 15,850 Cash or stock at our sole discretion 127,696 3,527 Total $ 234,704 $ 20,373 (1) Amount recorded for performance-based milestone awards that are probable of achievement. (2) Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. Other Research and Development and Commercial Agreements We may also enter into contracts in the normal course of business with contract research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies, and other services and products for commercial and operating purposes. These contracts generally provide for termination on notice with potential termination charges. As of June 30, 2022 we have accrued for certain fees that we have incurred related to reprioritization of our research and development projects of approximately $ 6.0 million (see Note 16). As of December 31, 2021 , there were no material amounts accrued related to termination charges. Indemnification In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us, our negligence or willful misconduct, violations of law, or intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon us to provide indemnification under such agreements, and thus, there are no claims that we are aware of that could have a material effect on our condensed consolidated financial statements. We also maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors. To date, we have not incurred any material costs and have not accrued any material liabilities in the condensed consolidated financial statements as a result of these provisions. Contingencies From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any material legal proceedings. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Notes 2029 Notes On January 28, 2021, we issued an aggregate of $ 717.5 million principal amount of our 2029 Notes pursuant to an Indenture dated January 28, 2021 (the “2029 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2029 Notes Trustee”), in a private offering to qualified institutional buyers (the “2021 Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Notes issued in the 2021 Note Offering include $ 67.5 million aggregate principal amount of 2029 Notes sold to the initial purchasers (the “2029 Notes Initial Purchasers”) pursuant to the exercise in part of the 2029 Notes Initial Purchasers’ option to purchase $ 97.5 million principal amount of additional 2029 Notes. On January 28, 2021, the 2029 Notes Initial Purchasers exercised the remaining portion of their option to purchase $ 30.0 million principal amount of additional 2029 Notes. The sale of those additional 2029 Notes closed on February 2, 2021. The 2029 Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021 , at a rate of 2.25 % per year. The 2029 Notes will mature on February 1, 2029 , unless earlier converted, redeemed or repurchased. The 2029 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election. We received net proceeds from the 2021 Note Offering of approximately $ 731.4 million, after deducting the 2029 Notes Initial Purchasers’ discount (there were no direct offering expenses borne by us for the 2029 Notes). We used approximately $ 61.3 million of the net proceeds from the 2021 Note Offering to pay for the cost of the 2021 Capped Call Transactions described below and approximately $ 50.0 million to pay for the repurchase of shares of BridgeBio common stock described below. A holder of 2029 Notes may convert all or any portion of its 2029 Notes at its option at any time prior to the close of business on the business day immediately preceding November 1, 2028 in multiples of $ 1,000 only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • During the five- business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2029 Notes Indenture) per $ 1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day; • If we call such notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events, as defined in the 2029 Notes Indenture. On or after November 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2029 Notes at any time, regardless of the foregoing. The conversion rate will initially be 10.3050 shares of BridgeBio’s common stock per $ 1,000 principal amount of 2029 Notes (equivalent to an initial conversion price of approximately $ 97.04 per share of BridgeBio’s common stock, for a total of approximately 7,702,988 shares). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2029 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 11,361,851 shares of BridgeBio’s common stock. We may not redeem the 2029 Notes prior to February 6, 2026. We may redeem for cash all or any portion of the 2029 Notes, at our option, on a redemption date occurring on or after February 6, 2026 and on or before the 41st scheduled trading day immediately before the maturity date, under certain circumstances. No sinking fund is provided for the Notes. If we undergo a fundamental change (as defined in the 2029 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2029 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2029 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2029 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to be immediately due and payable. The 2029 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2029 Notes; equal in right of payment with all of our liabilities that are not so subordinated, including our 2027 Notes; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In connection with the issuance of the 2029 Notes, we incurred approximately $ 16.1 million of debt issuance costs, which consisted of initial purchasers’ discounts. This was recorded as a reduction in the carrying value of the debt in the condensed consolidated balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2029 Notes or approximately their eight-year term. 2027 Notes On March 9, 2020, we issued an aggregate principal amount of $ 550.0 million of our 2027 Notes, pursuant to an Indenture dated March 9, 2020 (the “ 2027 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2027 Notes Trustee”), in a private offering to qualified institutional buyers (the “2020 Note Offering”) pursuant to Rule 144A under the Securities Act. The 2027 Notes issued in the 2020 Note Offering include $ 75.0 million in aggregate principal amount of 2027 Notes sold to the initial purchasers (the “2027 Notes Initial Purchasers”) resulting from the exercise in full of their option to purchase additional 2027 Notes. The 2027 Notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020 , at a rate of 2.50 % per year. The 2027 Notes will mature on March 15, 2027 , unless earlier converted or repurchased . The 2027 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election. We received net proceeds from the 2020 Note Offering of approximately $ 537.0 million, after deducting the 2027 Notes Initial Purchasers’ discount and offering expenses. We used approximately $ 49.3 million of the net proceeds from the 2020 Note Offering to pay for the cost of the 2020 Capped Call Transactions described below, and approximately $ 75.0 million to pay for the repurchase of shares of BridgeBio common stock described below. A holder of 2027 Notes may convert all or any portion of its 2027 Notes at its option at any time prior to the close of business on the business day immediately preceding December 15, 2026 in multiples of $ 1,000 only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • During the five- business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2027 Notes Indenture) per $ 1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day; or • Upon the occurrence of specified corporate events, as defined in the 2027 Notes Indenture. On or after December 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2027 Notes at any time, regardless of the foregoing. The conversion rate will initially be 23.4151 shares of BridgeBio’s common stock per $ 1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $ 42.71 per share of BridgeBio’s common stock, for a total of approximately 12,878,305 shares). Based on the closing price of our common stock on June 30, 2022, the if-converted value of the 2027 Notes did not exceed its principal amount. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 17,707,635 shares of BridgeBio’s common stock. We may not redeem the 2027 Notes prior to the maturity date, and no sinking fund is provided for the 2027 Notes. If we undergo a fundamental change (as defined in the 2027 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2027 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2027 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2027 Notes then outstanding may declare the entire principal amount of all the 2027 Notes plus accrued special interest, if any, to be immediately due and payable. The 2027 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2027 Notes; equal in right of payment with all of BridgeBio’s liabilities that are not so subordinated, including our 2029 Notes; effectively junior to any of BridgeBio’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In accounting for the issuance of the 2027 Notes in 2020 under ASC 470-20, Debt: Debt with Conversion and Other Options , we separately accounted for the liability and equity components of the 2027 Notes by allocating the proceeds between the liability component and the embedded conversion options, or equity component, due to our ability to settle the 2027 Notes in cash, BridgeBio common stock, or a combination of cash and BridgeBio common stock at our option. Effective January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) , and, as a result, we no longer separately account for the liability and equity components of the 2027 Notes, and, instead, account for our 2027 Notes wholly as debt. In connection with the issuance of the 2027 Notes, we incurred approximately $ 13.0 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. We allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity component totaling approximately $ 4.1 million was recorded as a reduction to additional paid-in capital in 2020. The portion of these costs allocated to the liability component totaling approximately $ 8.9 million was recorded as a reduction in the carrying value of the debt on the condensed consolidated balance sheet and was amortized to interest expense using the effective interest method over the expected life of the 2027 Notes or approximately their seven-year term. Additional Information Related to the Notes The outstanding Notes’ balances consisted of the following: June 30, 2022 December 31, 2021 2029 Notes 2027 Notes 2029 Notes 2027 Notes (in thousands) (in thousands) Principal $ 747,500 $ 550,000 $ 747,500 $ 550,000 Unamortized debt discount and issuance costs ( 13,453 ) ( 9,221 ) ( 14,381 ) ( 10,066 ) Net carrying amount $ 734,047 $ 540,779 $ 733,119 $ 539,934 The following table sets forth the total interest expense recognized and effective interest rates related to the Notes for the periods presented: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 466 424 890 929 844 1,773 Total interest and amortization expense $ 4,670 $ 3,861 $ 8,531 $ 9,338 $ 7,719 $ 17,057 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,205 $ 3,437 $ 7,642 $ 7,148 $ 6,875 $ 14,023 Amortization of debt discount and issuance costs 454 413 867 765 822 1,587 Total interest and amortization expense $ 4,659 $ 3,850 $ 8,509 $ 7,913 $ 7,697 $ 15,610 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % As of June 30, 2022 , interest payable on the 2029 and 2027 Notes amounted to $ 7.0 million and $ 4.0 million, respectively. As of December 31, 2021, interest payable on the 2029 and 2027 Notes amounted to $ 7.0 million and $ 4.0 million, respectively. Future minimum payments under the Notes as of June 30, 2022 are as follows: 2029 Notes 2027 Notes Total (in thousands) Remainder of 2022 $ 8,409 $ 6,875 $ 15,284 Year ending December 31: 2023 16,819 13,750 30,569 2024 16,819 13,750 30,569 2025 16,819 13,750 30,569 2026 16,819 13,750 30,569 Thereafter 789,547 556,875 1,346,422 Total future payments 865,232 618,750 1,483,982 Less amounts representing interest ( 117,732 ) ( 68,750 ) ( 186,482 ) Total principal amount $ 747,500 $ 550,000 $ 1,297,500 Capped Call and Share Repurchase Transactions with Respect to the Notes On each of January 25, 2021 and March 4, 2020, concurrently with the pricing of the 2029 Notes and 2027 Notes, respectively, we entered into separate privately negotiated capped call transactions (the “2021 Capped Call Transactions” and the “2020 Capped Call Transactions”, respectively, together the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”). We used approximately $ 61.3 million and $ 49.3 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering, respectively, to pay for the cost of the respective Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to BridgeBio’s common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $ 131.58 for the 2021 Capped Call Transactions and $ 62.12 for the 2020 Capped Call Transactions (both of which represented a premium of 100 % over the last reported sale price of BridgeBio’s common stock on the date of the Capped Call Transactions) and are subject to certain adjustments under the terms of the Capped Call Transactions. The 2021 Capped Calls and 2020 Capped Calls cover 7,702,988 shares and 12,878,305 shares, respectively, of our common stock (subject to anti-dilution and certain other adjustments), which are the same number of shares of common stock that initially underlie the Notes. The 2021 Capped Calls have an initial strike price of approximately $ 97.04 per share, which corresponds to the initial conversion price of the 2029 Notes. The 2020 Capped Calls have an initial strike price of approximately $ 42.71 per share, which corresponds to the initial conversion price of the 2027 Notes. The Capped Call Transactions are separate transactions, entered into by us with the Capped Call Counterparties, and are not part of the terms of the Notes. These Capped Call instruments meet the conditions outlined in ASC 815-40, Derivatives and Hedging , to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. We recorded a reduction to additional paid-in capital of approximately $ 61.3 million and $ 49.3 million for the three months ended March 31, 2021 and 2020, respectively, related to the premium payments for the Capped Call Transactions. Additionally, we used approximately $ 50.0 million and $ 75.0 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering to repurchase 759,993 shares and 2,414,681 shares, respectively, of our common stock concurrently with the closing of the Note Offerings from certain of the Notes’ Initial Purchasers in privately negotiated transactions. The agreed purchase price per share of common stock in the repurchases were $ 65.79 and $ 31.06 , which were the last reported sale prices per share of our common stock on Nasdaq on January 25, 2021 and March 4, 2020, respectively. The shares repurchased were recorded as treasury stock. Term Loans Loan and Security Agreement In November 2021, we entered into a Loan and Security Agreement (the “Loan Agreement,” and as amended by the First Amendment (as defined below), the “Amended Loan Agreement”), by and among (i) U.S. Bank National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), (ii) certain lenders (the “Lenders”), (iii) BridgeBio, as a borrower, and (iv) certain subsidiaries of BridgeBio, as guarantors (the “Guarantors”). In May 2022, we entered into the First Amendment to the Loan Agreement (the “First Amendment”), as further described below. Pursuant to the terms and conditions of the Loan Agreement, the Lenders agreed to extend term loans to us in an aggregate principal amount of up to $ 750.0 million, comprised of (i) a tranche 1 advance of $ 450.0 million (the “Tranche 1 Advance”), and (ii) a tranche 2 advance of $ 300.0 million (the “Tranche 2 Advance”) (collectively, the “Term Loan Advances”). The Tranche 1 Advance under the Loan Agreement was funded on November 17, 2021. The Tranche 2 Advance was reduced under the Amended Loan Agreement to $ 100.0 million. The Tranche 2 Advance, which will remain available for funding until December 31, 2022, is available at our election subject to certain conditions as specified in the Amended Loan Agreement. As security for our obligations under the Loan Agreement, each of BridgeBio and the Guarantors granted the Collateral Agent, for the benefit of the Lenders, a continuing security interest in substantially all of the assets of BridgeBio and the Guarantors (including all equity interests owned or hereafter acquired by BridgeBio and the Guarantors), subject to certain customary exceptions. Upon exceeding certain investment and disposition thresholds, additional subsidiaries of BridgeBio will be required to join as guarantors. Any outstanding principal on the Term Loan Advances will accrue interest at a fixed rate equal to 9.0 % per annum. 3.00 % of such interest can be a payment-in-kind (“PIK”) through a certain period . Interest payments are payable quarterly following the funding of a Term Loan Advance. We would be required to make principal payments on the outstanding balance of the Term Loan Advances commencing on January 2, 2025 (the “Term Loan Amortization Date”) in nine quarterly installments, plus interest. If we have achieved certain milestone events relating to data from the clinical trial of acoramidis (the “Acoramidis Milestone”) on or prior to January 1, 2025, then the Term Loan Amortization Date would be automatically extended to January 2, 2026 . Any amounts outstanding under the Term Loan Advances are due and payable on November 17, 2026 (the “Maturity Date”). We may prepay the outstanding principal amount of the Term Loan Advances at any time (in whole, but not in part), plus accrued and unpaid interest and a prepayment premium ranging from 1 % to 3 % of the principal amount outstanding depending on the timing of payment (plus a customary make-whole amount if prepaid on or prior to November 17, 2022). At the Lenders’ election, we are also required to make mandatory prepayments upon the occurrence of certain prepayment events related to the repurchase or redemption of pledged collateral, entry into certain royalty transactions, disposition of other assets or subsidiaries, and entry into licensing and other monetization transactions (all such events “prepayment events”), which could be 50 % or 75 % of net cash proceeds from such transaction depending on achievement of the Acoramidis Milestone. Subject to the mandatory prepayment requirements for certain prepayment events, the Loan Agreement contains customary affirmative and limited negative covenants which, among other things, limit our ability to (i) incur additional indebtedness, (ii) pay dividends or make certain distributions, (iii) dispose of our assets, grant liens, license or encumber our assets or (iv) fundamentally alter the nature of our business. BridgeBio and the Guarantors have broad ability to license our intellectual property, dispose of other assets and enter into monetization and royalty transactions, subject in each case to the requirement to make a mandatory prepayment described above. The Loan Agreement provides that BridgeBio and the Guarantors may, subject to certain limitations, (x) repurchase the BridgeBio’s equity interest and the equity interest of any of its subsidiaries, (y) enter into any joint ventures or similar investments, and (z) make other investments and acquisitions. Subject to the mandatory prepayment requirement described above, portfolio companies owned by BridgeBio that are not parties to the Loan Agreement are, subject to certain exceptions, not subject to any covenants or limitations under the Loan Agreement. The Loan Agreement also contains customary events of default, including among other things, our failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or the breach of the covenants under the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate our obligations under the Loan Agreement. We received net proceeds from the Tranche 1 Advance of $ 431.3 million, after deducting debt discount and issuance costs of $ 18.7 million, of which approximately $ 1.1 million of debt issuance cost were incurred for professional services provided by KKR Capital Markets LLC. KKR Capital Markets LLC is an affiliate of KKR Genetic Disorder L.P., a related party being a principal stockholder of BridgeBio. In May 2022, we entered into the First Amendment, which, among other things: • permitted the sale of our priority review voucher (“PRV”, see Note 12) and, generally, future dispositions of other PRVs; • reduced the aggregate amount of the Tranche 2 Advance and modified certain conditions to the availability thereof, as mentioned above; • amended the principal payments such that the entire outstanding principal balance of the Term Loan Advances is due and payable at the Maturity Date or upon early termination; and • modified the terms and conditions governing when certain entities into which we have made investments will be required to become guarantors under the Amended Loan Agreement. In June 2022, the receipt of an upfront payment under the Navire-BMS License Agreement, which is further described in Note 11, triggered certain mandatory prepayment provisions of the Amended Loan Agreement. As a result, we paid $ 20.5 million to the Lenders, of which $ 20.1 million and $ 0.4 million were applied to principal and exit fee, respectively. Pursuant to the terms of the Loan Agreement and the Amended Loan Agreement, we exercised our option to convert accrued interest into principal via PIK amounting to $ 3.3 million and $ 5.1 million for the three and six months ended June 30, 2022 , respectively. On July 1, 2022, we exercised our option to convert an additional $ 3.4 million of accrued interest into principal via PIK. The balances of our borrowing under the Amended Loan Agreement consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Principal value of term loans $ 429,916 $ 450,000 PIK added to principal 5,075 — Debt discount, issuance costs and ( 16,638 ) ( 19,248 ) Term loan, net $ 418,353 $ 430,752 For the three and six months ended June 30, 2022 , we recognized interest expense related to the Amended Loan Agreement of $ 11.7 million and $ 23.5 million, respectively, of which $ 1.0 million and $ 2.6 million, respectively, relate to amortization of debt discount and issuance costs. As of June 30, 2022 and December 31, 2021, interest payable under the Amended Loan Agreement included in “Other accrued liabilities” in our condensed consolidated balance sheet amounted to $ 10.2 million and $ 5.0 million, respectively. Future minimum payments under the Amended Loan Agreement as of June 30, 2022 are as follows: Amount (in thousands) Remainder of 2022 $ 17,158 Year Ending December 31: 2023 39,896 2024 40,006 2025 40,006 2026 492,173 Total future payments 629,239 Less amounts representing interest ( 185,650 ) Less exit fee ( 8,598 ) Total principal amount of term loan payments, including PIK exercises $ 434,991 The amounts in the table above do not take into account our option to exercise future interest payments via PIK. Total future interest payments throughout the term of the Amended Loan Agreement could increase should we decide to exercise such option. Hercules Loan and Security Agreement We had a Loan and Security Agreement, as amended from time to time, with Hercules Capital, Inc. (“Hercules”) (the “Hercules Term Loan”) under which we borrowed principal amounts of $ 35.0 million (“Tranche I”), $ 20.0 million (“Tranche II”), $ 20.0 million (“Tranche III”) and $ 25.0 million (“Tranche IV”). In January 2021, we executed the Fifth Amendment to the Loan and Security Agreement primarily to allow us to issue our 2029 Notes and to enter into the related 2021 Capped Call and share repurchase transactions. In April 2021, we executed the Sixth Amendment to the Loan and Security Agreement (the “Amended Hercules Term Loan”), which, among other things: • provided for an additional principal borrowing amounting to $ 25.0 million (the proceeds of which were received by us as Tranche IV upon the execution of the Amended Hercules Term Loan); • extended the interest-only period to June 1, 2024 and the Maturity Date to May 1, 2025 , each of which may be further extended subject to certain conditions; and • provided for an interest rate on the outstanding principal balance equal to the greater of (x) the prime rate as reported in the Wall Street Journal plus 4.40 % and (y) 7.65 %, payable monthly. The Amended Hercules Term Loan was prepaid in full in November 2021 using a portion of the net proceeds from the Tranche 1 Advance under the Loan Agreement mentioned above. For the three and six months ended June 30, 2021 , we recognized interest expense related to the Amended Hercules Term Loan of $ 2.4 million and $ 4.4 million, respectively, of which $ 0.5 million and $ 0.8 million, respectively, relate to amortization of debt discount and issuance costs. Silicon Valley Bank and Hercules Loan Agreement Eidos entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) and Hercules Capital, Inc. (the “SVB and Hercules Loan Agreement”), under which Eidos borrowed a principal amount of $ 17.5 million (the “Tranche A Loan”) in November 2019. The Tranche A Loan was subject to an interest rate equal to the greater of either (i) 8.50 % or (ii) 3.25 % plus the prime rate as reported in The Wall Street Journal ( 8.50 % during the relevant period in 2021) and had an original maturity date of October 2, 2023 . The Tranche A Loan was prepaid in full in April 2021 for $ 18.1 million, which includes a final payment charge and a prepayment fee, using a portion of the proceeds from Tranche IV under the Amended Hercules Term Loan discussed above. Loss on early extinguishment of the Tranche A Loan recognized by Eidos was not material. Interest expense on the Tranche A Loan was not material in 2021 through the prepayment date. |
License and Collaboration Agree
License and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2022 | |
License And Collaboration Agreement [Abstract] | |
License and Collaboration Agreements | 11. License and Collaboration Agreements License Development and Commercialization Agreement with BMS On May 12, 2022, BridgeBio and our subsidiary, Navire Pharma, Inc. (“Navire”), entered into an exclusive license development and commercialization agreement with Bristol-Myers Squibb Company (“BMS”) (the “Navire-BMS License Agreement”), pursuant to which Navire granted BMS exclusive rights to develop and commercialize Navire’s product candidate, BBP-398, in all indications worldwide, except for the People’s Republic of China, Macau, Hong Kong, Taiwan, Thailand, Singapore, and South Korea (the “Asia Region”). The development and commercialization of BBP-398 within the Asia Region is governed under the Navire-LianBio License Agreement (as discussed below). The Navire-BMS License Agreement expands an earlier agreement between Navire and BMS that was executed in July 2021 to study BBP-398 in a combination therapy trial to treat advanced solid tumors with KRAS mutations (the “2021 Navire-BMS Agreement”). The Navire-BMS License Agreement does not alter the terms of the 2021 Navire-BMS Agreement. Under the terms of the Navire-BMS License Agreement, Navire was entitled to receive a non-refundable, upfront payment of $ 90.0 million, which Navire collected in full in June 2022. Additionally, Navire is eligible to receive additional payments totaling up to approximately $ 815.0 million in the aggregate, subject to the achievement of development, regulatory and commercial milestones, as well as tiered royalties in the low-to-mid teens as a percentage of adjusted net sales by BMS of the licensed products sold worldwide, outside of the Asia Region. Navire will retain the option to acquire higher royalties in the United States in connection with funding a portion of development costs upon the initiation of registrational studies. Based on the terms of the Navire-BMS License Agreement, Navire will continue to lead its ongoing Phase 1 monotherapy and combination therapy trials (collectively, the “Phase 1 Trials”), and BMS will lead and fund all other development and commercialization activities. Navire is fully funding the Phase 1 trials with the exception of the combination therapy governed under the 2021 Navire-BMS Agreement. In accordance with the 2021 Navire-BMS Agreement, both parties are sharing all research and development costs equally for this trial. We have recorded all research and development costs for the Phase 1 Trials, as well as the reimbursement for the costs associated with the trial governed by the 2021 Navire-BMS Agreement within research and development in our condensed consolidated statement of operations. We determined that the Navire-BMS License Agreement falls within the scope of ASC 606 as BMS is a customer in this arrangement, and we identified the following performance obligations in the agreement: • an exclusive license to develop and commercialize BBP-398 and the related know-how; and • research and development services to complete the Phase 1 Trials for BBP-398 (expected to be completed in 2025). We determined that the performance obligations outlined above are capable of being distinct and distinct with the context of the contract given such rights and activities are independent of each other. The license can be used by BMS without the research and development services. Similarly, those services provide a distinct benefit to BMS within the context of the contract, separate from the license, as the services could be provided by BMS or another third party without our assistance. Options for additional goods or services were not considered material rights, and as such not performance obligations, at the inception of the Navire-BMS License Agreement as the additional goods or services were not offered at a discount. As of June 30, 2022, we determined the transaction price for the Navire-BMS License Agreement to be $ 90.0 million, which is comprised of the fixed and non-refundable upfront payment. No additional development, regulatory, or sales milestone payments are included in the transaction price, as all such payments are variable consideration that were fully constrained as of June 30, 2022. We include variable consideration in our transaction price to the extent that it is probable that it will not result in a significant revenue reversal when the uncertainty associated with the variable consideration is subsequently resolved. As part of management’s evaluation of the variable consideration, we considered numerous factors, including the fact that achievement of the milestones is outside of our control, contingent upon the success of our existing and future clinical trials, BMS’ efforts, and receipt of regulatory approval that is subject to scientific risks of success. We expect that the royalty arrangements and commercial-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606 because the license is the predominant item to which the royalties or commercial-based milestones relate. We will re-evaluate the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur. We allocated the transaction price of $ 90.0 million based on the stand-alone selling prices (“SSP”) of each of the performance obligations as follows: • $ 70.2 million for the upfront transfer of the license; and • $ 19.8 million for ongoing research and development services. The SSP for the license was determined using an approach that considered discounted, probability-weighted cash flows related to the license transferred. The SSP for the ongoing research and development services were based on estimates of the associated effort and cost of these services, adjusted for a reasonable gross profit margin that would be expected to be realized under similar contracts. We are recognizing revenue for each of the two performance obligations as follows: • We recognized revenue related to the license at a point in time upon transfer of the rights and control of the license to BMS. The transfer of the rights and control of the license occurred in June 2022, thus we recognized the full amount allocated to the license and related know-how for the three and six months ended June 30, 2022. • The research and development services performance obligation consists of our completion of the Phase 1 Trials. We are recognizing revenue related to the research and development services over time using an input method to measure progress by utilizing costs incurred to-date relative to total expected costs. We expect to complete the Phase 1 Trials in 2025. Revenue recognized related to this performance obligation for the three and six months ended June 30, 2022 was $ 3.2 million. For the three and six months ended June 30, 2022 , we recognized an aggregate of $ 73.4 million of revenue from the Navire-BMS License Agreement. Our condensed consolidated balance sheet as of June 30, 2022 includes a deferred revenue balance of $ 16.6 million ($ 7.2 million presented as “Deferred revenue, current portion” and $ 9.4 million included in “Other long-term liabilities”) related to our research and development services obligation. License and Collaboration Agreement with Helsinn On March 29, 2021, QED entered into a license and collaboration agreement with Helsinn Healthcare S.A. (“HHC”) and Helsinn Therapeutics (U.S.), Inc. (“HTU”, and collectively with HHC, “Helsinn”) (the “QED-Helsinn License and Collaboration Agreement”), pursuant to which QED granted to HHC exclusive licenses to develop, manufacture and commercialize QED’s product candidate, infigratinib, in oncology and all other indications except achondroplasia or any other skeletal dysplasias, worldwide, except for the People’s Republic of China, Hong Kong and Macau (“Greater China”), and under which QED received a co-exclusive license to co-commercialize infigratinib in the United States in the licensed indications. Under this agreement, Helsinn is likewise entitled to a right of first negotiation with respect to specific territories subject to the occurrence of a contingent event. As part of this agreement, QED was also required to transfer inventory within the transitional period, as described in the QED-Helsinn License and Collaboration Agreement. The QED-Helsinn License and Collaboration Agreement became effective on April 16, 2021. Under the terms of the QED-Helsinn License and Collaboration Agreement, QED was eligible to receive payments totaling up to approximately $ 2.45 billion in the aggregate, including over $ 100.0 million in upfront, regulatory and launch milestone payments, and the remainder subject to the achievement of specified commercial milestones, as well as tiered royalties in the high teens as a percentage of adjusted net sales by Helsinn of the licensed products sold worldwide, outside of the United States and Greater China. Upon approval by the FDA, QED and HTU will co-commercialize infigratinib in the licensed indications in the United States and will share profits and losses on a 50 :50 basis. In May 2021, we received such FDA approval for an oncology indication in the United States and effective as of that date, sharing of profits and losses commenced. QED and Helsinn will share global, excluding Greater China, research and development costs for infigratinib in the licensed indications at a rate of 40 % for QED and 60 % for Helsinn. On February 28, 2022, QED and Helsinn amended the QED-Helsinn License and Collaboration Agreement (the “Amended QED-Helsinn License and Collaboration Agreement”) effective as of March 1, 2022. Under the terms of the Amended QED-Helsinn License and Collaboration Agreement, Helsinn will gain an exclusive license to commercialize infigratinib in the U.S. and will be responsible for developing, manufacturing and commercializing infigratinib in oncology indications except for achondroplasia or any other skeletal dysplasias worldwide, outside of Greater China. QED will retain all rights to develop, manufacture and commercialize infigratinib in skeletal dysplasia, including achondroplasia. Pursuant to the Amended QED-Helsinn License and Collaboration Agreement, QED will no longer share in the commercialization of infigratinib in the licensed indications in the United States or be responsible for any global development costs for infigratinib in the licensed indications. Additionally, under the Amended QED-Helsinn License and Collaboration Agreement, QED is eligible to receive regulatory and sales-based milestone payments of up to $ 66.0 million, as well as tiered royalties in the low to mid-teens as a percentage of adjusted net sales by Helsinn of the licensed products sold worldwide, outside of Greater China. The Amended QED-Helsinn License and Collaboration Agreement also provides for a transitional period, which is expected to end in August 2022, for which QED has been contracted to assist in research and development and commercialization activities. The costs related to QED’s contracted activities incurred during the transitional period are fully reimbursed by Helsinn and will be paid to QED subsequent to the transitional period. Both the QED-Helsinn License and Collaboration Agreement and the Amended QED-Helsinn License and Collaboration Agreement are considered to be within the scope of ASC 808 as the parties are active participants and are exposed to the significant risks and rewards of the collaborative activity, and partially within the scope of ASC 606 for the units of account where Helsinn is identified as a customer. For the units of account in the collaboration arrangement that do not represent a vendor-customer relationship, including the performance of collaborative research and development and commercialization services, we determined that ASC 606 is not appropriate to apply by analogy and applied a reasonable and rational accounting policy election that faithfully depicts the transfer of services to the collaboration partner over the estimated performance period. Reimbursement payments from Helsinn associated with the collaborative research and development and commercialization services are recognized as the related expense is incurred and classified as an offset to the underlying expense and excluded from the transaction price. We evaluated the terms of the QED-Helsinn License and Collaboration Agreement and identified Helsinn as a customer with the following two distinct performance obligations: (1) exclusive licenses to develop, manufacture, and commercialize the underlying product, and (2) transfer of inventory within the transitional supply period. The Amended QED-Helsinn License and Collaboration Agreement did not give rise to any additional performance obligations. We consider the future potential regulatory milestones to be a variable consideration fully constrained as of June 30, 2022. We constrain variable consideration to the extent that it is probable that it will not result in a significant revenue reversal when the uncertainty associated with the variable consideration is subsequently resolved. We recognize consideration related to sales-based milestone and royalties when the subsequent sales occur pursuant to the royalty exception under ASC 606 because the license is the predominant item to which the royalties or sales-based milestone relate. We began to receive royalties for net sales of the licensed products sold in the United States upon the effective date of the Amended QED-Helsinn License and Collaboration Agreement. We determined the initial transaction price at inception of the QED-Helsinn License and Collaboration Agreement to be $ 46.0 million, comprised of a $ 20.0 million nonrefundable upfront license fee, $ 1.0 million for the sale of certain existing inventory, and a $ 25.0 million launch milestone for the first launch of the first indication of infigratinib in the United States. In the fourth quarter of 2021, we received validation from the European Medicines Agency (“EMA”) for our marketing authorization for infigratinib. Since the uncertainty of the variable consideration related to the regulatory milestone was resolved, we updated the transaction price to include this consideration, and accordingly, we increased our transaction price by $ 10.0 million to $ 56.0 million. The Amended QED-Helsinn License and Collaboration Agreement did not affect the transaction price as the modifications to the transaction price related solely to variable consideration, consisting of regulatory and sales-based milestone payments and royalties. The remaining future potential regulatory milestone payments are not included in the transaction price as they are determined to be fully constrained under ASC 606. We determined that the achievements of such regulatory milestones are contingent upon success in future clinical trials and regulatory approvals, which are not within our control and are uncertain at this stage. We will continue to reassess the transaction price, including estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. We allocated the $ 56.0 million transaction price based on relative SSPs of each of our performance obligations as $ 54.4 million for the licenses and $ 1.6 million for the transfer of inventory. For the delivery of the licenses, we based the SSP on a discounted cash flow approach and considered several factors including, but not limited to, forecasted revenue and costs, development timelines, discount rate and probabilities of clinical and regulatory success. For the transfer of inventory, we based the SSP on the actual costs incurred by us to purchase or manufacture the inventory as well as the average compensation of employees estimated to be incurred over the performance period. During the three and six months ended June 30, 2021, we recognized $ 44.4 million in license revenue relating to the delivery of licenses. We determined that the license was a right to use the intellectual property of QED and as of June 30, 2021, we had provided all necessary information to Helsinn for it to benefit from the license under the license term. The remaining $ 1.6 million relating to the transfer of certain existing inventory was recognized in July 2021 when the inventory was delivered. Total receivables relating to this unit of account accounted for under ASC 606 amounted to $ 0.2 million and $ 10.0 million as of June 30, 2022 and December 31, 2021, respectively, and are shown as part of “Receivable from licensing and collaboration agreements” in the condensed consolidated balance sheets. For the unit of account that is within the scope of ASC 808 relating to collaborative research and development services, pursuant to the QED-Helsinn License and Collaboration Agreement, we have recognized Helsinn’s share of research and development expenses of nil and $ 2.9 million as reduction of research and development expenses for the three and six months ended June 30, 2022 , respectively. We recognized Helsinn’s share of research and development expenses of $ 19.5 million as a reduction of research and development expenses for the three and six months ended June 30, 2021. In accordance with the Amended QED-Helsinn License and Collaboration Agreement, we have recognized $ 9.5 million and $ 12.8 million as reduction of research and development expenses for the three and six months ended June 30, 2022 , which represent 100 % reimbursement of research and development costs incurred during the transitional period relating to infigratinib in the licensed indications. Total receivables from Helsinn relating to this unit of account accounted for under ASC 808 amounted to $ 15.5 million and $ 5.9 million as of June 30, 2022 and December 31, 2021, respectively, and are shown as part of “Receivable from licensing and collaboration agreements” in the condensed consolidated balance sheets. Following the FDA approval of TRUSELTIQ (infigratinib) in May 2021, we were the principal selling party of this product in the United States and recognized product sales in the condensed consolidated statement of operations. Commencing in January 2022, we sold the remaining transitional supply of TRUSELTIQ to Helsinn, and Helsinn became the principal selling party. Accordingly, beginning in 2022, we no longer recognized product sales associated with TRUSELTIQ, although we continued to share profits and losses on a 50 :50 basis through February 28, 2022 in accordance with the QED-Helsinn License and Collaboration Agreement. Pursuant to the QED-Helsinn License and Collaboration Agreement, we accounted for Helsinn’s share of the co-commercialization loss of $ 0.2 million and $ 1.3 million as reduction to selling, general and administrative expenses for the three and six months ended June 30, 2022 , respectively. We accounted for Helsinn’s share of the co-commercialization loss of $ 4.1 million as a reduction to selling, general and administrative expenses for the three and six months ended June 30, 2021. In accordance with the Amended QED-Helsinn License and Collaboration Agreement, we have recognized $ 0.4 million and $ 0.5 million as reduction to selling, general and administrative expenses for the three and six months ended June 30, 2022 , respectively, which represent 100 % reimbursement of commercial activity costs incurred during the transitional period relating to infigratinib in the licensed indications in the United States. Total receivables from Helsinn relating to this unit of account accounted for under ASC 808 amounted to $ 0.6 million as of June 30, 2022 and are shown as part of “Receivable from licensing and collaboration agreements” in the condensed consolidated balance sheets. There were no receivables outstanding relating to this unit of account as of December 31, 2021. As of June 30, 2022 , we also recognized a receivable from Helsinn of $ 12.5 million ($ 4.0 million presented as part of “Receivable from licensing and collaboration agreements” and $ 8.5 million presented as part of “Other assets” in our condensed consolidated balance sheet), which represents QED’s obligation to FMI described in Note 8, that will be reimbursed by Helsinn as part of the Amended QED-Helsinn License and Collaboration Agreement. In recording the receivable, we recognized a corresponding gain that is recorded as part of “Other income (expense), net” in our condensed consolidated statement of operations for the six months ended June 30, 2022. We continue to carry the associated liability in our condensed balance sheet until the formal assignment of such liability to Helsinn is finalized with FMI. License Agreement with LianBio In August 2020, Navire entered into an exclusive license agreement with LianBio (the “Navire-LianBio License Agreement”). Pursuant to the Navire-LianBio License Agreement, Navire granted to LianBio an exclusive, sublicensable license under the licensed patent rights and know-how to develop, manufacture and commercialize SHP2 inhibitor BBP-398 (“BBP-398”), for tumors driven by RAS and receptor tyrosine kinase mutations. Under the terms of the Navire-LianBio License Agreement, LianBio will receive commercial rights in China and selected Asian markets and participate in clinical development activities for BBP-398. In consideration for the rights granted to LianBio, we received a nonrefundable $ 8.0 million upfront payment, which we recognized as license revenue in 2020. We will also have the right to receive future development and sales milestone payments of up to $ 382.1 million, and tiered royalty payments from single-digit to low-teens on net sales of the product in licensed territories. There was no license revenue recognized for the three and six months ended June 30, 2022 under this agreement. We recognized $ 8.5 million in license revenue, representing a regulatory milestone payment, for the three and six months ended June 30, 2021 . |
Sale of Nonfinancial Assets
Sale of Nonfinancial Assets | 6 Months Ended |
Jun. 30, 2022 | |
Sale of Nonfinancial Assets [Abstract] | |
Sale of Nonfinancial Assets | 12. Sale of Nonfinancial Assets Sale of Priority Review Voucher In May 2022, we announced that we entered into a definitive agreement to sell our PRV for $ 110.0 million. We received the PRV in February 2021 under an FDA program intended to encourage the development of treatments for rare pediatric diseases. We were awarded the PRV when our subsidiary, Origin Biosciences Inc., received approval of NULIBRY TM . The PRV sale was subject to customary closing conditions and was completed in June 2022 following the expiration of applicable U.S. antitrust clearance requirements. We accounted for this transaction under ASC 610-20. We received the proceeds of $ 110.0 million in June 2022 and recognized a gain of $ 107.9 million, net of transaction costs, for the three and six months ended June 30, 2022. Asset Purchase Agreement with Sentynl On March 4, 2022, Origin and Sentynl entered into the Origin-Sentynl APA, pursuant to which Sentynl acquired global rights to NULIBRY, as well as certain specified assets of Origin, and will be responsible for the ongoing development and commercialization of NULIBRY in the United States and developing, manufacturing and commercializing fosdenopterin globally. The transaction closed on March 31, 2022 (the “Closing Date”). Under terms of the Origin-Sentynl APA, Origin received an upfront payment of $ 10.0 million upon the Closing Date and is eligible to receive sales milestone payments, as well as tiered royalties in the low single-digits as a percentage of adjusted net sales of products related to the acquired assets. Origin will continue to be responsible for the payment of up to $ 4.5 million in aggregate payments upon achievement of regulatory-based milestones under the Origin-Alexion APA (see Note 8) and under a separate agreement with a third party. We accounted for this transaction under ASC 610-20. Upon the Closing Date, we recognized a loss on sale of $ 6.3 million within “Other income (expense), net” in our condensed consolidated statement of operations for the six months ended June 30, 2022. The loss on sale was determined as the difference in the aforementioned upfront payment and the carrying value of the assets purchased by Sentynl of approximately $ 16.3 million, which comprised mainly of intellectual property rights and related intangible assets and existing inventories as of the Closing Date. Origin’s sale of the assets covered in the Origin-Sentynl APA was not subject to the limitation on our ability to dispose of assets under the terms of the Loan Agreement (see Note 10). |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 13. Leases Operating and Finance Leases We have operating leases for our corporate headquarters, office spaces and laboratory facilities. One of our office space leases has a finance lease component representing lessor provided furniture and office equipment. Our finance lease, which is presented as part of “Property and equipment, net” in our condensed consolidated balance sheets, is not material. Certain leases include renewal options at our election and we include the renewal options when we are reasonably certain that the renewal option will be exercised. The lease liabilities were measured using a weighted-average discount rate based on the most recent borrowing rate as of the calculation of the respective lease liability, adjusted for the remaining lease term and aggregate amount of the lease. The components of lease cost are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Straight line operating lease costs $ 1,344 $ 1,256 $ 2,889 $ 2,621 Finance lease costs 111 116 $ 224 $ 173 Variable lease costs 1,506 969 3,065 1,720 Total lease cost $ 2,961 $ 2,341 $ 6,178 $ 4,514 Supplemental cash flow information related to leases are as follows: Six Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 3,348 $ 2,858 Operating cash flows for finance lease 212 85 Operating lease right-of-use assets obtained in exchange 240 4,041 Supplemental information related to the remaining lease term and discount rate are as follows: June 30, 2022 2021 Weighted-average remaining lease term (in years) Operating leases 5.6 6.3 Finance lease 3.6 4.6 Weighted-average discount rate Operating leases 5.73 % 5.79 % Finance lease 6.62 % 6.62 % As of June 30, 2022, future minimum lease payments for our noncancelable operating leases are as follows. Future minimum lease payments under our finance lease are not material. Amount (in thousands) Remainder of 2022 $ 2,519 Year ending December 31: 2023 4,927 2024 3,993 2025 3,962 2026 1,893 Thereafter 4,375 Total future minimum lease payments 21,669 Imputed interest ( 3,083 ) Total $ 18,586 Reported as of June 30, 2022 Operating lease liabilities, current portion $ 4,310 Operating lease liabilities, net of current portion 14,276 Total operating lease liabilities $ 18,586 We recognized an impairment loss for certain of our asset groups estimated using a discounted cash flow model (income approach) for the six months ended June 30, 2021 of $ 3.3 million, which is included in selling, general and administrative expenses in our condensed consolidated statement of operations. The impairment loss recorded consisted of $ 2.6 million related to operating lease right-of-use assets and $ 0.7 million related to property and equipment namely leasehold improvements and office furniture and equipment that we no longer use. There was no related impairment loss during the three and six months ended June 30, 2022. Manufacturing Agreement In December 2019, we entered into a manufacturing agreement with a vendor to secure clinical and commercial scale manufacturing capacity for the manufacture of batches of active pharmaceutical ingredients for product candidates of certain subsidiaries of BridgeBio. Unless terminated as allowed within the manufacturing agreement, the agreement would have expired five years from when qualified operations begin. Under the terms of the agreement, we were assigned a dedicated manufacturing suite for certain months in each calendar year for a one-time fee of $ 10.0 million, which would be applied to the buildout, commissioning, qualification, validation, equipping and exclusive use of the dedicated manufacturing suite. We recorded a construction-in-progress asset of $ 10.0 million for the payments directly associated with the dedicated manufacturing suite as these payments are deemed to represent a non-lease component. In 2020, we entered into a supplemental agreement with the vendor for certain upgrades on the dedicated manufacturing suite and for additional equipment of approximately $ 0.2 million. As of December 31, 2021, the readiness determination phase of the dedicated manufacturing suite was expected to be completed in 2022. In March 2022, we mutually agreed with the vendor to terminate the manufacturing agreement. The termination agreement was formalized effective May 2022. Under the termination agreement, we will pay the $ 2.0 million remaining payable related to the dedicated manufacturing suite and a termination fee of $ 1.8 million for other existing services, both over a period of six months from the effective date of the termination agreement. We have paid $ 1.5 million of the amounts due to the vendor as of June 30, 2022. For the six months ended June 30, 2022 , we recorded a pre-tax impairment loss of $ 10.2 million for the carrying value of the construction-in-progress asset that was no longer recoverable as our rights to the dedicated manufacturing suite ceased pursuant to the termination agreement. The aforementioned impairment loss and the termination fee are included as part of “Restructuring, impairment and related charges” in our condensed consolidated statement of operations for the six months ended June 30, 2022 (see Note 16). |
Share Repurchase Program and Sh
Share Repurchase Program and Shelf Registration | 6 Months Ended |
Jun. 30, 2022 | |
Share Repurchase Program And Shelf Registration [Abstract] | |
Share Repurchase Program and Shelf Registration | 14. Share Repurchase Program and Shelf Registration 2021 Share Repurchase Program In May 2021, our Board of Directors authorized and approved a stock repurchase program pursuant to which we may purchase up to $ 150.0 million of BridgeBio’s outstanding common stock. Stock repurchases under the program may be made from time to time, in the open market, in privately negotiated transactions and otherwise, at the discretion of our management and in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act, of 1934, as amended, and other applicable legal requirements. The timing, pricing and amounts of these repurchases depended on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program did not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. We repurchased 3,017,087 shares in the open market at an average price of $ 49.72 per share for a total of approximately $ 150.0 million in 2021. The repurchased shares are held in treasury as treasury stock as of June 30, 2022 and December 31, 2021. 2020 Shelf Registration In July 2020, we filed a shelf registration statement on Form S-3 (the “2020 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and units or any combination thereof. We also simultaneously entered into an Open Market Sale Agreement SM with Jefferies LLC and SVB Leerink LLC (collectively, the “Sales Agents”), to provide for the offering, issuance and sale by us of up to an aggregate of $ 350.0 million of our common stock from time to time in “at-the-market” offerings under the 2020 Shelf and subject to the limitations thereof (the “2020 Sales Agreement”). We will pay to the applicable Sales Agents cash commissions of up to 3.0 % of the gross proceeds of sales of common stock under the 2020 Sales Agreement. We have not issued any shares or received any proceeds from this offering as of June 30, 2022 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our condensed consolidated statements of operations for employees and non-employees: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 14,194 $ 158 $ 14,352 $ 22,680 $ 229 $ 22,909 Selling, general and administrative 13,951 2 13,953 28,474 31 28,505 Restructuring, impairment and related charges — — — 1,172 — 1,172 Total stock-based compensation $ 28,145 $ 160 $ 28,305 $ 52,326 $ 260 $ 52,586 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 19,163 $ 121 $ 19,284 $ 40,463 $ 1,270 $ 41,733 Selling, general and administrative 12,532 219 12,751 22,263 2,935 25,198 Total stock-based compensation $ 31,695 $ 340 $ 32,035 $ 62,726 $ 4,205 $ 66,931 We have recorded nil and $ 0.2 million of stock-based compensation expense for the three and six months ended June 30, 2022 , respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. We recorded $ 1.9 million and $ 3.2 million of stock-based compensation expense for the three and six months ended June 30, 2021, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. Equity-Based Awards of BridgeBio As of June 30, 2022 , 6,827,622 shares and 180,857 shares were reserved for future issuances under our 2021 Amended and Restated Stock Option and Incentive Plan (the “2021 A&R Plan”) and the 2019 Inducement Equity Plan (the “2019 Inducement Plan”), respectively. Pursuant to the Merger Transactions, we also reserved 2,802,644 shares in 2021 specifically under the Eidos Award Exchange (the “Eidos Award Exchange Plan”), all of which were issued upon execution of the Eidos Award Exchange as discussed below. The 2021 A&R Plan, the 2019 Inducement Plan and the Eidos Award Exchange Plan are collectively referred herein as the “Plans”. 2020 Stock and Equity Award Exchange Program (Exchange Program) On April 22, 2020, we completed our 2020 Stock and Equity Award Exchange Program (the “Exchange Program”) for certain subsidiaries, which was an opportunity for eligible controlled entities’ employees and consultants to exchange their subsidiary equity (including common stock, vested and unvested stock options and RSAs) for BridgeBio equity (including common stock, vested and unvested stock options and RSAs) and/or performance-based milestone awards tied to the achievement of certain development and regulatory milestones. The Exchange Program aligns our incentive compensation structure for employees and consultants across the BridgeBio group of companies to be consistent with the achievement of our overall corporate goals. In connection with the Exchange Program, we issued awards of BridgeBio equity under the then 2019 Amended and Restated Stock Option and Incentive Plan (the “2019 A&R Plan”), which was amended and restated into the 2021 A&R Plan mentioned above, to 149 grantees covering 554,064 shares of common stock, 1,268,110 stock options to purchase common stock, 50,145 shares of RSAs and 22,611 shares of performance-based RSAs. The exchange also included performance-based milestone awards of up to $ 183.4 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. In consideration for all the subsidiaries’ shares tendered, BridgeBio increased its ownership in controlled entities included in the Exchange Program and the corresponding noncontrolling interest decreased. On November 18, 2020, we completed a stock and equity award under our Exchange Program for a subsidiary. We issued awards of BridgeBio equity under the then 2019 A&R Plan to 16 grantees covering 24,924 shares of common stock, 70,436 stock options to purchase common stock, and 10,772 shares of performance-based stock options to purchase common stock. The exchange also included performance-based milestone awards of up to $ 11.7 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments . Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date. We considered the total shares of common stock and equity awards, whether vested or unvested, held by each participant in each controlled entity as the unit of account. The controlled entity’s common stock and equity awards in each unit of account was exchanged for a combination of BridgeBio’s common stock, time-based vesting equity awards and/or performance-based milestone awards. Other than the exchange of the controlled entity equity awards for performance-based milestone awards, all other exchanged BridgeBio equity awards retained the original vesting conditions. As a result, there was no incremental stock-based compensation expense resulting from the exchange of time-based equity awards. At the completion of the Exchange Program, we determined $ 17.4 million of the performance-based milestone awards were probable of achievement and represented the incremental stock-based compensation cost resulting from the modification of time-based equity awards to performance-based milestone awards. These performance-based milestone awards were to be recognized over a period ranging from 0.7 year to 1.7 years. There was no incremental stock-based compensation cost arising from the completion of the Exchange Program on November 18, 2020. Under ASC 718, we account for such performance-based milestone awards as a liability in “Accrued compensation and benefits” and in “Other long-term liabilities” in the condensed consolidated balance sheets due to the fixed milestone amount that will be converted into a variable number of shares of BridgeBio common stock to be granted upon the achievement date. For the three and six months ended June 30, 2021, we recognized $ 13.3 million and $ 27.8 million, respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2021. For the three and six months ended June 30, 2022, we recognized $ 3.4 million and $ 2.5 million (net of reversals), respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2022. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones that are determined to be probable as of June 30, 2022. Performance-based Milestone Awards Apart from the Exchange Program discussed above, we have performance-based milestone compensation arrangements with certain employees and consultants whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion, upon achievement of each contingent milestone. Upon achievement of a contingent milestone and if such performance-based milestone awards are settled in the form of equity, these are satisfied in the form of fully-vested RSAs. We recognize such contingent stock-based compensation expense when the milestone is probable of achievement. For the three and six months ended June 30, 2021, we recognized $ 2.5 million and $ 6.0 million, respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2021. The related amount is not material for the three and six months ended June 30, 2022 for milestone awards associated with performance-based milestone awards that were determined to be probable of achievement as of June 30, 2022. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones awards that are determined to be probable as of June 30, 2022. Stock Option Grants of BridgeBio The following table summarizes BridgeBio’s stock option activity under the Plans for the six months ended June 30, 2022: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 12,141,756 Regular equity program 9,493,258 $ 31.85 8.5 $ — Eidos Awards Exchange 2,107,626 $ 16.14 6.9 $ 10,147 Exchange Program 540,872 $ 2.46 7.0 $ 7,956 Granted Regular equity program 1,468,894 $ 8.45 Exercised ( 107,692 ) Eidos Awards Exchange ( 37,715 ) $ 1.38 Exchange Program ( 69,977 ) $ 1.54 Cancelled ( 833,848 ) Regular equity program ( 429,897 ) $ 34.54 Eidos Awards Exchange ( 389,338 ) $ 23.07 Exchange Program ( 14,613 ) $ 3.49 Outstanding as of June 30, 2022 12,669,110 Regular equity program 10,532,255 $ 28.47 8.2 $ 925 Eidos Awards Exchange 1,680,573 $ 14.86 6.0 $ 2,936 Exchange Program 456,282 $ 2.56 6.7 $ 3,294 Exercisable as of June 30, 2022 6,154,654 Regular equity program 4,491,447 $ 26.18 7.3 $ — Eidos Awards Exchange 1,241,614 $ 12.67 5.5 $ 2,788 Exchange Program 421,593 $ 2.29 6.6 $ 3,106 The options granted to employees and non-employees are exercisable at the price of BridgeBio’s common stock at the respective grant dates. The options granted have a service condition and generally vest over a period of four years . The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 was $ 5.24 . The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2022 in the table above are calculated based on the difference between the exercise price and the current fair value of BridgeBio common stock. The total intrinsic value of options exercised for the six months ended June 30, 2022 was $ 0.8 million. For the three and six months ended June 30, 2022, we recognized stock-based compensation expense of $ 9.4 million and $ 20.2 million, respectively, related to stock options under the Plans. As of June 30, 2022, there was $ 79.7 million of total unrecognized compensation cost related to stock options under the Plans that is expected to be recognized over a weighted-average period of 2.3 years. Restricted Stock Units (RSUs) of BridgeBio The following table summarizes BridgeBio’s RSU activity under the Plans for the six months ended June 30, 2022: Unvested Weighted- Balance as of December 31, 2021 3,537,719 $ 45.36 Granted 4,390,492 $ 8.53 Vested ( 732,587 ) $ 21.95 Cancelled ( 1,139,693 ) $ 33.66 Balance as of June 30, 2022 6,055,931 $ 23.69 For the three and six months ended June 30, 2022 , we recognized stock-based compensation expense of $ 12.1 million and $ 24.0 million, respectively, related to RSUs under the Plans. As of June 30, 2022 , there was $ 126.1 million of total unrecognized compensation cost related to RSUs under the Plans that is expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock Awards (RSAs) of BridgeBio The following table summarizes our RSA activity under the Plans for the six months ended June 30, 2022: Unvested Weighted- Balance as of December 31, 2021 1,789,943 $ 5.50 Vested — Regular equity program ( 672,512 ) $ 3.80 Cancelled — Regular equity program ( 3,425 ) $ 5.56 Balance as of June 30, 2022 1,114,006 $ 6.52 For the three and six months ended June 30, 2022, we recognized stock-based compensation expense related to RSAs under the Plans as follows: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Exchange Program $ — $ — Other RSAs 1,483 2,968 Total stock-based compensation $ 1,483 $ 2,968 As of June 30, 2022 , there was $ 7.2 million of total unrecognized compensation cost related to RSAs under the Plans that is expected to be recognized over a weighted-average period of 1.5 years. The respective balances of unvested RSAs as of June 30, 2022 and December 31, 2021 are included as outstanding shares disclosed in the condensed consolidated balance sheets as the shares were issued but are subject to forfeiture per the terms of the awards. 2019 Employee Stock Purchase Plan (ESPP) of BridgeBio For the three and six months ended June 30, 2022 , stock-based compensation expense related to our ESPP was $ 0.7 million and $ 1.4 million, respectively. As of June 30, 2022 , 4,107,805 shares were reserved for future issuance under the ESPP. Valuation Assumptions We used the Black-Scholes model to estimate the fair value of stock purchase rights under the ESPP. For the six months ended June 30, 2022, we used the following weighted-average assumptions in the Black-Scholes calculations: Expected term (in years) 0.50 Expected volatility 52.04 % - 191.67 % Risk-free interest rate 0.05 % - 0.67 % Dividend yield — Weighted-average fair value of stock-based awards granted $ 6.72 Equity Awards of Eidos Prior to the Merger Transactions, Eidos issued its own equity-based awards under the Eidos 2016 Equity Incentive Plan and the Eidos 2018 Stock Option and Incentive Plan (collectively, the “Eidos Plans” ). Upon closing of the Merger Transactions, we issued 2,776,672 stock options to purchase common stock of BridgeBio and 25,972 shares of BridgeBio RSUs to 88 employees of Eidos under the Eidos Award Exchange in exchange for their then outstanding common stock options and RSUs under the Eidos Plans (the “Replaced Awards”). The awards issued in the Eidos Award Exchange have the same vesting terms and conditions as the Replaced Awards. We evaluated the exchange of the awards as a modification under ASC 718 and recognized no incremental compensation cost from such modification. Stock-based compensation under the Eidos Plans from January 1, 2021 until the closing of the Merger Transactions was not material. |
Restructuring, Impairment and R
Restructuring, Impairment and Related Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Related Charges | 16. Restructuring, Impairment and Related Charges In January 2022, we committed to a restructuring initiative designed to drive operational changes in our business processes, efficiencies and cost savings to advance our corporate strategy and development programs. The restructuring initiative included, among other components, consolidation and rationalization of our facilities, reprioritization of development programs and the reduction in our workforce. We estimate to incur total charges in the range of approximately $ 31.0 million to $ 33.0 million for the fiscal year 2022, consisting primarily of impairments and write-offs of long-lived assets, severance and employee-related costs, and exit and other related costs. Our estimate of the range of costs is subject to certain assumptions and actual results may differ from those estimates or assumptions. We may also incur additional costs that are not currently foreseeable as we continue to evaluate our restructuring alternatives to drive operational changes in business processes, efficiencies and cost savings. Restructuring, impairment and related charges included in our condensed statement of operations for the three and six months ended June 30, 2022 consisted of the following: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Long-lived assets impairments and write-offs $ — $ 12,653 Severance and employee-related costs 2,396 9,412 Exit and other related costs 6,000 8,993 Total $ 8,396 $ 31,058 The following table summarizes the activity related to the restructuring liabilities associated with our restructuring initiatives for the six months ended June 30, 2022: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Beginning balance $ 7,155 $ — Reclassification of final payment obligation related to a manufacturing — 2,185 Restructuring, impairment and related charges 8,396 31,058 Cash payments ( 4,328 ) ( 8,195 ) Noncash activities — ( 13,825 ) Ending balance $ 11,223 $ 11,223 Reported as of June 30, 2022 (in thousands) Accrued compensation and benefits 2,223 Accrued research and development liabilities 6,000 Other accrued liabilities 3,000 $ 11,223 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes BridgeBio is subject to U.S. federal, state and foreign income taxes as a corporation. BridgeBio ’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. There was no provision for income tax for the three and six months ended June 30, 2022 and 2021. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets. As a result of the issuance of our 2027 Notes in 2020, it was determined that our existing deferred tax assets do not fully offset the deferred tax liabilities when reviewing the reversals of temporary differences. This resulted in a deferred tax liability of $ 1.1 million that was recognized for the year ended December 31, 2020. We derecognized the deferred tax liability on January 1, 2021 upon early adoption of ASU 2020-06, with no impact on the provision for income tax. Our policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the condensed consolidated balance sheets. To date, we have not recognized any interest and penalties in our condensed consolidated statements of operations, nor have we accrued for or made payments for interest and penalties. Our unrecognized gross tax benefits would not reduce the estimated annual effective tax rate if recognized because we have recorded a full valuation allowance on its deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Loss Per Share The following common stock equivalents were excluded from the computation of diluted net loss per share, because including them would have been antidilutive: As of June 30, 2022 2021 Unvested RSAs 1,114,006 2,468,416 Unvested RSUs 6,055,931 1,643,312 Unvested performance-based RSUs 84,505 66,683 Common stock options issued and outstanding 12,669,110 10,320,564 Estimated shares issuable under performance-based milestone 29,396,554 3,785,559 Estimated shares issuable under the ESPP 207,960 37,649 Assumed conversion of 2027 Notes 12,878,305 12,878,305 Assumed conversion of 2029 Notes 7,702,988 7,702,988 70,109,359 38,903,476 Our 2029 Notes and 2027 Notes are convertible, based on the applicable conversion rate, into cash, shares of our common stock or a combination thereof, at our election. As discussed in Notes 9 and 15, we have performance-based milestone compensation arrangements, whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole election, upon achievement of each contingent milestone. The common stock equivalents of such arrangements were estimated as if the contingent milestones were achieved as of the reporting date and the arrangements were all settled in equity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of BridgeBio Pharma, Inc. and its wholly-owned subsidiaries and controlled entities, substantially all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record net loss attributable to noncontrolling interests in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. In determining whether an entity is considered a controlled entity, we applied the VIE and Voting Interest Entity (“VOE”) models. We assess whether we are the primary beneficiary of a VIE based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it has a controlling financial interest in the entity through its ownership of greater than 50 % of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. We assess whether we are the primary beneficiary of a VIE or whether we have a majority voting interest for entities consolidated under the VOE model at the inception of the arrangement and at each reporting date. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, stockholders’ equity (deficit) and our cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim periods. |
Reclassifications | Reclassifications Certain reclassifications have been made to the condensed consolidated statement of cash flows for the six months ended June 30, 2021 to conform to the current year’s presentation. These reclassifications had no net effect on cash flows from operating, financing and investing activities as previously reported. |
Restricted Cash | Restricted Cash Our restricted cash balance relates to cash and cash equivalents that we have pledged as collateral under certain lease agreements and letters of credit. |
Collaborative Arrangements | Collaborative Arrangements We enter into collaboration arrangements with partners, under which we may grant licenses to further develop, manufacture and commercialize one of our drug compounds and or/products. We may also perform research, development, manufacturing, commercialization, and supply activities under our collaboration agreements. Consideration under these arrangements may include, upfront payments, development and regulatory milestones, expense reimbursements, royalties based on net sales of commercial products, and commercial sales milestone payments. When we enter into collaboration agreements, we assess whether the arrangements fall within the scope of Accounting Standards Codification (“ASC”) 808, Collaborative Arrangements (“ASC 808”) based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, we assess whether the payments between us and our partner fall within the scope of other accounting literature. If we conclude that payments from the partner to us represent consideration from a customer, such as license fees, contract manufacturing, and research and development activities, we account for those payments within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). However, if we conclude that our partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing, and commercial activities, we record such payments as a reduction of research and development expense or selling, general and administrative expense, based on where we present the underlying expense. Additionally, if we reimburse our collaboration partners for these activities, we record such reimbursements as research and development expense or selling, general and administrative expense, depending upon the nature of the underlying expense. If our collaborative arrangement provides for the sharing of profits and losses with our partner for commercialization activities, the treatment of our share in the profit-sharing structure depends on who the selling party is. If we are the selling party and the deemed principal, we record our collaboration partner’s share of profits as an addition to selling, general and administrative expenses and our collaboration partner’s share of loss as a reduction in selling, general and administrative expenses. If our partner is the selling party and the deemed principal, we record our share of profits as collaboration revenue and our share of losses as an addition to selling, general and administrative expenses. |
Revenue Recognition | Revenue Recognition For elements or transactions that we determine should be accounted for under ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy our performance obligation. We apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to the customer. At inception of the arrangement, we assess the promised goods or services to identify the performance obligations within the contract. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation, on a relative standalone selling price basis, when (or as) the performance obligation is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, we recognize revenue based on the use of an output or input method. As part of the accounting for these arrangements, we develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. These key assumptions may include forecasted revenue or costs, development timelines, discount rates and probabilities of clinical and regulatory success. License Grant : For arrangements that include a grant of a license to our intellectual property, we consider whether the license grant is distinct from the other performance obligations included in the arrangement. Generally, we would conclude that the license is distinct if the customer is able to benefit from the license with the resources available to it. For licenses that are distinct, we recognize revenues from nonrefundable, upfront license fees and other consideration allocated to the license when the license term has begun and we have provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. For licenses that are bundled with other promises, we determine whether the combined performance obligation is satisfied over time or at a point in time. If the combined performance obligation is satisfied over time, we use judgment in determining the appropriate method of measuring progress for purposes of recognizing revenue from the up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Development and Regulatory Milestone Payments : At the inception of each arrangement that includes development and regulatory milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. We generally include these milestone payments when they are achieved because there is considerable uncertainty in the research and development processes that trigger these payments under our agreements. Similarly, we include approval milestone payments in the transaction price once the product is approved by the applicable regulatory agency. At the end of each subsequent reporting period, we re-evaluate the probability of achieving such development and regulatory milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis. Sales-based Milestone Payments and Royalties : For arrangements that include sales-based royalties, including milestone payments based on the volume of sales, we will determine whether the license is deemed to be the predominant item to which the royalties or sales-based milestones relate and if such is the case, we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Product Supply Services : Arrangements that include a promise for the future supply of drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. We will assess if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations and recognized when the future goods or services related to the option are provided or the option expires. Research and Development Services : For arrangements that include research and development services, we will recognize revenue over time using an input method, representing the transfer of goods or services as we perform activities over the term of the agreement. |
Sales of Nonfinancial Assets | Sales of Nonfinancial Assets We generally account for sales of nonfinancial assets that are outside the scope of our ordinary activities under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Pursuant to ASC 610-20, we apply the guidance in ASC 606 to determine if a contract exists, identify the distinct nonfinancial assets, and determine when control transfers and, therefore, when to derecognize the nonfinancial asset. Additionally, we apply the measurement principles of ASC 606 to determine the amount of consideration, if any, to include in the calculation of the gain or loss for the nonfinancial asset. |
Restructuring, Impairment and Related Charges | Restructuring, Impairment and Related Charges Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances, including restructuring and exit activities, indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Employee severance costs are generally recognized when payments are probable and amounts are reasonably estimable. Other exit-related costs are recognized as incurred. |
Risks and Uncertainties | Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of SARS-CoV-2, the novel strain of coronavirus that causes Coronavirus disease 19 (“COVID-19”), a global pandemic. Since then, healthcare providers and hospitals have focused significant amounts of resources on fighting the virus and its variants, and we have experienced delays in or temporary suspension of the enrollment of patients in our subsidiaries’ ongoing clinical trials. Additionally, we may experience delays in certain ongoing key program activities, including commencement of planned clinical trials, as well as non-clinical experiments and Investigational New Drug Application-enabling good laboratory practice toxicology studies. The exact timing of delays and their overall impact on our business are currently unknown and we are monitoring the ongoing COVID-19 pandemic as it continues to evolve. While certain measures have been relaxed in certain parts of the world as increasing numbers of people have received COVID-19 vaccines, others have remained in place with some areas continuing to experience renewed outbreaks and surges in infection rates. The extent to which such measures are removed or new measures are put in place will depend upon how the pandemic evolves, as well as the distribution of available vaccines, the rates at which they are administered and the emergence of new variants of the virus. We are continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state, or local authorities or that we determine are in the best interests of public health and safety and that of our patient community, employees, partners, suppliers, and stockholders. We cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may have on our business or strategy, including the effects on our ongoing and planned clinical development activities and prospects or on our financial and operating results. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to: • accruals for research and development activities and contingent clinical, development, regulatory, and sales-based milestone payments in our in-licensing agreements and asset acquisitions, • accruals for performance-based milestone compensation arrangements, • determining and allocating the transaction price to performance obligations for transactions accounted for under ASC 606, • the expected recoverability and estimated useful lives of our long-lived assets, and • additional charges as a result of, or that are associated with, any restructuring initiative. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. |
Stock-Based Compensation | We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments . Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: June 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 99,569 $ 99,569 $ — $ — Commercial paper 122,791 — 122,791 — Agency discount notes 34,933 — 34,933 — Total cash equivalents 257,293 99,569 157,724 — Marketable securities: U.S. treasury notes 75,976 — 75,976 — Commercial paper 126,503 — 126,503 — Corporate debt securities 15,987 — 15,987 — Total marketable securities 218,466 — 218,466 — Investment in equity securities 27,141 27,141 — — LianBio Warrant 751 751 — — Total financial assets $ 503,651 $ 127,461 $ 376,190 $ — Liability Embedded derivative $ 1,211 $ — $ — $ 1,211 December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 176,115 $ 176,115 $ — $ — Commercial paper 56,986 — 56,986 — Total cash equivalents 233,101 176,115 56,986 — Marketable securities: U.S. treasury notes 76,472 — 76,472 — Commercial paper 167,737 — 167,737 — Corporate debt securities 122,490 — 122,490 — Supranational debt securities 27,044 — 27,044 — Total marketable securities 393,743 — 393,743 — Investment in equity securities 49,148 49,148 — — LianBio Warrant 2,141 2,141 — — Total financial assets $ 678,133 $ 227,404 $ 450,729 $ — Liability Embedded derivative $ 1,171 $ — $ — $ 1,171 |
Summary of Total Realized and Unrealized Gains and Losses Associated with Investment in Equity Securities | Total realized and unrealized gains and losses associated with investment in equity securities during the periods presented consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Net realized losses recognized on investment $ ( 141 ) $ — $ ( 1,385 ) $ — Net unrealized losses recognized on investment ( 10,221 ) ( 1,117 ) ( 21,843 ) ( 1,117 ) Total net losses included in “Other income $ ( 10,362 ) $ ( 1,117 ) $ ( 23,228 ) $ ( 1,117 ) |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalent and Marketable Securities Classified as Available-for-Sale | Cash equivalents and marketable securities classified as available-for-sale consisted of the following: June 30, 2022 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 99,569 $ — $ — $ 99,569 Commercial paper 122,812 — ( 21 ) 122,791 Agency discount notes 34,937 — ( 4 ) 34,933 Total cash equivalents 257,318 — ( 25 ) 257,293 Marketable securities: U.S. treasury notes 76,127 — ( 151 ) 75,976 Commercial paper 126,709 1 ( 207 ) 126,503 Corporate debt securities 16,032 — ( 45 ) 15,987 Total marketable securities 218,868 1 ( 403 ) 218,466 Total cash equivalents and $ 476,186 $ 1 $ ( 428 ) $ 475,759 December 31, 2021 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 176,115 $ — $ — $ 176,115 Commercial paper 56,988 — ( 2 ) 56,986 Total cash equivalents 233,103 — ( 2 ) 233,101 Marketable securities: U.S. treasury notes 76,518 — ( 46 ) 76,472 Commercial paper 167,761 2 ( 26 ) 167,737 Corporate debt securities 122,548 — ( 58 ) 122,490 Supranational debt securities 27,046 — ( 2 ) 27,044 Total marketable securities 393,873 2 ( 132 ) 393,743 Total cash equivalents and $ 626,976 $ 2 $ ( 134 ) $ 626,844 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Recognized Intangible Assets | The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections: June 30, 2022 December 31, 2021 Weighted-average Amount Weighted-average Amount (in thousands) (in thousands) Gross amount 12.5 years $ 32,500 12.8 years $ 47,500 Less accumulated amortization ( 2,592 ) ( 2,566 ) Net book value $ 29,908 $ 44,934 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Potential Milestone Amounts and Accruals | The table below shows our commitment for the potential milestone amounts and the accruals for milestones deemed probable of achievement as of June 30, 2022. Potential Fixed Monetary Accrued (1) Settlement Type (in thousands) Cash $ 10,313 $ 996 Stock (2) 96,695 15,850 Cash or stock at our sole discretion 127,696 3,527 Total $ 234,704 $ 20,373 (1) Amount recorded for performance-based milestone awards that are probable of achievement. Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loan Agreement | |
Debt Instrument [Line Items] | |
Schedule of Loans Balances | The balances of our borrowing under the Amended Loan Agreement consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Principal value of term loans $ 429,916 $ 450,000 PIK added to principal 5,075 — Debt discount, issuance costs and ( 16,638 ) ( 19,248 ) Term loan, net $ 418,353 $ 430,752 |
Schedule of Future Minimum Payments | Future minimum payments under the Amended Loan Agreement as of June 30, 2022 are as follows: Amount (in thousands) Remainder of 2022 $ 17,158 Year Ending December 31: 2023 39,896 2024 40,006 2025 40,006 2026 492,173 Total future payments 629,239 Less amounts representing interest ( 185,650 ) Less exit fee ( 8,598 ) Total principal amount of term loan payments, including PIK exercises $ 434,991 |
2027 and 2029 Notes | |
Debt Instrument [Line Items] | |
Schedule of Loans Balances | The outstanding Notes’ balances consisted of the following: June 30, 2022 December 31, 2021 2029 Notes 2027 Notes 2029 Notes 2027 Notes (in thousands) (in thousands) Principal $ 747,500 $ 550,000 $ 747,500 $ 550,000 Unamortized debt discount and issuance costs ( 13,453 ) ( 9,221 ) ( 14,381 ) ( 10,066 ) Net carrying amount $ 734,047 $ 540,779 $ 733,119 $ 539,934 |
Schedule of Total Interest Expense Recognized and Effective Interest Related to Notes | The following table sets forth the total interest expense recognized and effective interest rates related to the Notes for the periods presented: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 466 424 890 929 844 1,773 Total interest and amortization expense $ 4,670 $ 3,861 $ 8,531 $ 9,338 $ 7,719 $ 17,057 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,205 $ 3,437 $ 7,642 $ 7,148 $ 6,875 $ 14,023 Amortization of debt discount and issuance costs 454 413 867 765 822 1,587 Total interest and amortization expense $ 4,659 $ 3,850 $ 8,509 $ 7,913 $ 7,697 $ 15,610 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % |
Schedule of Future Minimum Payments | Future minimum payments under the Notes as of June 30, 2022 are as follows: 2029 Notes 2027 Notes Total (in thousands) Remainder of 2022 $ 8,409 $ 6,875 $ 15,284 Year ending December 31: 2023 16,819 13,750 30,569 2024 16,819 13,750 30,569 2025 16,819 13,750 30,569 2026 16,819 13,750 30,569 Thereafter 789,547 556,875 1,346,422 Total future payments 865,232 618,750 1,483,982 Less amounts representing interest ( 117,732 ) ( 68,750 ) ( 186,482 ) Total principal amount $ 747,500 $ 550,000 $ 1,297,500 |
Asset Acquisitions and Collabor
Asset Acquisitions and Collaboration Agreement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Summary of intangible assets | The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections: June 30, 2022 December 31, 2021 Weighted-average Amount Weighted-average Amount (in thousands) (in thousands) Gross amount 12.5 years $ 32,500 12.8 years $ 47,500 Less accumulated amortization ( 2,592 ) ( 2,566 ) Net book value $ 29,908 $ 44,934 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Straight line operating lease costs $ 1,344 $ 1,256 $ 2,889 $ 2,621 Finance lease costs 111 116 $ 224 $ 173 Variable lease costs 1,506 969 3,065 1,720 Total lease cost $ 2,961 $ 2,341 $ 6,178 $ 4,514 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Six Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 3,348 $ 2,858 Operating cash flows for finance lease 212 85 Operating lease right-of-use assets obtained in exchange 240 4,041 |
Schedule of Supplemental Information Related to Remaining Lease Term and Discount Rate | Supplemental information related to the remaining lease term and discount rate are as follows: June 30, 2022 2021 Weighted-average remaining lease term (in years) Operating leases 5.6 6.3 Finance lease 3.6 4.6 Weighted-average discount rate Operating leases 5.73 % 5.79 % Finance lease 6.62 % 6.62 % |
Schedule of Future Minimum Lease Payments for Noncancelable Leases | As of June 30, 2022, future minimum lease payments for our noncancelable operating leases are as follows. Future minimum lease payments under our finance lease are not material. Amount (in thousands) Remainder of 2022 $ 2,519 Year ending December 31: 2023 4,927 2024 3,993 2025 3,962 2026 1,893 Thereafter 4,375 Total future minimum lease payments 21,669 Imputed interest ( 3,083 ) Total $ 18,586 Reported as of June 30, 2022 Operating lease liabilities, current portion $ 4,310 Operating lease liabilities, net of current portion 14,276 Total operating lease liabilities $ 18,586 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Based Compensation for Employees and Non Employees | Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our condensed consolidated statements of operations for employees and non-employees: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 14,194 $ 158 $ 14,352 $ 22,680 $ 229 $ 22,909 Selling, general and administrative 13,951 2 13,953 28,474 31 28,505 Restructuring, impairment and related charges — — — 1,172 — 1,172 Total stock-based compensation $ 28,145 $ 160 $ 28,305 $ 52,326 $ 260 $ 52,586 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 19,163 $ 121 $ 19,284 $ 40,463 $ 1,270 $ 41,733 Selling, general and administrative 12,532 219 12,751 22,263 2,935 25,198 Total stock-based compensation $ 31,695 $ 340 $ 32,035 $ 62,726 $ 4,205 $ 66,931 |
Summary of Stock Option Activity | The following table summarizes BridgeBio’s stock option activity under the Plans for the six months ended June 30, 2022: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 12,141,756 Regular equity program 9,493,258 $ 31.85 8.5 $ — Eidos Awards Exchange 2,107,626 $ 16.14 6.9 $ 10,147 Exchange Program 540,872 $ 2.46 7.0 $ 7,956 Granted Regular equity program 1,468,894 $ 8.45 Exercised ( 107,692 ) Eidos Awards Exchange ( 37,715 ) $ 1.38 Exchange Program ( 69,977 ) $ 1.54 Cancelled ( 833,848 ) Regular equity program ( 429,897 ) $ 34.54 Eidos Awards Exchange ( 389,338 ) $ 23.07 Exchange Program ( 14,613 ) $ 3.49 Outstanding as of June 30, 2022 12,669,110 Regular equity program 10,532,255 $ 28.47 8.2 $ 925 Eidos Awards Exchange 1,680,573 $ 14.86 6.0 $ 2,936 Exchange Program 456,282 $ 2.56 6.7 $ 3,294 Exercisable as of June 30, 2022 6,154,654 Regular equity program 4,491,447 $ 26.18 7.3 $ — Eidos Awards Exchange 1,241,614 $ 12.67 5.5 $ 2,788 Exchange Program 421,593 $ 2.29 6.6 $ 3,106 |
Summary of Restricted Stock Units Activity | The following table summarizes BridgeBio’s RSU activity under the Plans for the six months ended June 30, 2022: Unvested Weighted- Balance as of December 31, 2021 3,537,719 $ 45.36 Granted 4,390,492 $ 8.53 Vested ( 732,587 ) $ 21.95 Cancelled ( 1,139,693 ) $ 33.66 Balance as of June 30, 2022 6,055,931 $ 23.69 |
Summary of Restricted Stock Award Activity | The following table summarizes our RSA activity under the Plans for the six months ended June 30, 2022: Unvested Weighted- Balance as of December 31, 2021 1,789,943 $ 5.50 Vested — Regular equity program ( 672,512 ) $ 3.80 Cancelled — Regular equity program ( 3,425 ) $ 5.56 Balance as of June 30, 2022 1,114,006 $ 6.52 |
2019 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Assumptions Used to Determine Fair Value of Stock Purchase Rights | We used the Black-Scholes model to estimate the fair value of stock purchase rights under the ESPP. For the six months ended June 30, 2022, we used the following weighted-average assumptions in the Black-Scholes calculations: Expected term (in years) 0.50 Expected volatility 52.04 % - 191.67 % Risk-free interest rate 0.05 % - 0.67 % Dividend yield — Weighted-average fair value of stock-based awards granted $ 6.72 |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Based Compensation for Employees and Non Employees | For the three and six months ended June 30, 2022, we recognized stock-based compensation expense related to RSAs under the Plans as follows: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Exchange Program $ — $ — Other RSAs 1,483 2,968 Total stock-based compensation $ 1,483 $ 2,968 |
Restructuring, Impairment and_2
Restructuring, Impairment and Related Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring, Impairment and Related Charges | Restructuring, impairment and related charges included in our condensed statement of operations for the three and six months ended June 30, 2022 consisted of the following: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Long-lived assets impairments and write-offs $ — $ 12,653 Severance and employee-related costs 2,396 9,412 Exit and other related costs 6,000 8,993 Total $ 8,396 $ 31,058 |
Schedule of Activity Related to Restructuring Liabilities Associated to Restructuring Initiatives | The following table summarizes the activity related to the restructuring liabilities associated with our restructuring initiatives for the six months ended June 30, 2022: Three Months Ended Six Months Ended June 30, 2022 (in thousands) Beginning balance $ 7,155 $ — Reclassification of final payment obligation related to a manufacturing — 2,185 Restructuring, impairment and related charges 8,396 31,058 Cash payments ( 4,328 ) ( 8,195 ) Noncash activities — ( 13,825 ) Ending balance $ 11,223 $ 11,223 Reported as of June 30, 2022 (in thousands) Accrued compensation and benefits 2,223 Accrued research and development liabilities 6,000 Other accrued liabilities 3,000 $ 11,223 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Equivalents were Excluded from Computation of Diluted Net Loss per Share | The following common stock equivalents were excluded from the computation of diluted net loss per share, because including them would have been antidilutive: As of June 30, 2022 2021 Unvested RSAs 1,114,006 2,468,416 Unvested RSUs 6,055,931 1,643,312 Unvested performance-based RSUs 84,505 66,683 Common stock options issued and outstanding 12,669,110 10,320,564 Estimated shares issuable under performance-based milestone 29,396,554 3,785,559 Estimated shares issuable under the ESPP 207,960 37,649 Assumed conversion of 2027 Notes 12,878,305 12,878,305 Assumed conversion of 2029 Notes 7,702,988 7,702,988 70,109,359 38,903,476 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Percentage of voting shares | 50% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents: | |||
Total cash equivalents | $ 257,293 | $ 233,101 | |
Marketable securities: | |||
Investment in equity securities | 27,141 | 49,148 | [1] |
Commercial Paper | |||
Cash equivalents: | |||
Total cash equivalents | 122,791 | 56,986 | |
Agency Discount Notes | |||
Cash equivalents: | |||
Total cash equivalents | 34,933 | ||
Recurring | |||
Cash equivalents: | |||
Total cash equivalents | 257,293 | 233,101 | |
Marketable securities: | |||
Total marketable securities | 218,466 | 393,743 | |
Investment in equity securities | 27,141 | 49,148 | |
LianBio Warrant | 751 | 2,141 | |
Total financial assets | 503,651 | 678,133 | |
Liability | |||
Embedded derivative | 1,211 | 1,171 | |
Recurring | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 99,569 | 176,115 | |
Marketable securities: | |||
Investment in equity securities | 27,141 | 49,148 | |
LianBio Warrant | 751 | 2,141 | |
Total financial assets | 127,461 | 227,404 | |
Recurring | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 157,724 | 56,986 | |
Marketable securities: | |||
Total marketable securities | 218,466 | 393,743 | |
Total financial assets | 376,190 | 450,729 | |
Recurring | Level 3 | |||
Liability | |||
Embedded derivative | 1,211 | 1,171 | |
Recurring | Money Market Funds | |||
Cash equivalents: | |||
Total cash equivalents | 99,569 | 176,115 | |
Recurring | Money Market Funds | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 99,569 | 176,115 | |
Recurring | U.S. Treasury Notes | |||
Marketable securities: | |||
Total marketable securities | 75,976 | 76,472 | |
Recurring | U.S. Treasury Notes | Level 2 | |||
Marketable securities: | |||
Total marketable securities | 75,976 | 76,472 | |
Recurring | Commercial Paper | |||
Cash equivalents: | |||
Total cash equivalents | 122,791 | 56,986 | |
Marketable securities: | |||
Total marketable securities | 126,503 | 167,737 | |
Recurring | Commercial Paper | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 122,791 | 56,986 | |
Marketable securities: | |||
Total marketable securities | 126,503 | 167,737 | |
Recurring | Agency Discount Notes | |||
Cash equivalents: | |||
Total cash equivalents | 34,933 | ||
Recurring | Agency Discount Notes | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 34,933 | ||
Recurring | Corporate Debt Securities | |||
Marketable securities: | |||
Total marketable securities | 15,987 | 122,490 | |
Recurring | Corporate Debt Securities | Level 2 | |||
Marketable securities: | |||
Total marketable securities | $ 15,987 | 122,490 | |
Recurring | Supranational Debt Securities | |||
Marketable securities: | |||
Total marketable securities | 27,044 | ||
Recurring | Supranational Debt Securities | Level 2 | |||
Marketable securities: | |||
Total marketable securities | $ 27,044 | ||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 28, 2021 | Mar. 09, 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value assets, transfers between Level 1, Level 2 or Level 3 | $ 0 | $ 0 | $ 0 | ||||||
Fair value liabilities, transfers between Level 1, Level 2 or Level 3 | 0 | 0 | 0 | ||||||
Equity security investment | 27,141,000 | 27,141,000 | 49,148,000 | [1] | |||||
Gains and losses from investment in equity securities | (10,362,000) | $ (1,117,000) | (23,228,000) | $ (1,117,000) | |||||
Estimated fair value of outstanding term loan | 401,200,000 | 401,200,000 | |||||||
LEO call option liability | $ 0 | ||||||||
Gain on remeasurement of LEO call option liability | $ (5,550,000) | ||||||||
Other investment | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Equity security investment | 16,300,000 | 16,300,000 | 18,300,000 | ||||||
LianBio | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Equity security investment | 10,800,000 | 10,800,000 | 30,800,000 | ||||||
2029 Notes | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Debt Instrument face amount | 747,500,000 | 747,500,000 | $ 717,500,000 | ||||||
Estimated fair value of notes payable | 302,700,000 | 302,700,000 | 444,800,000 | ||||||
2027 Notes | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Debt Instrument face amount | 550,000,000 | 550,000,000 | $ 550,000,000 | ||||||
Estimated fair value of notes payable | $ 247,500,000 | $ 247,500,000 | $ 407,100,000 | ||||||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Total Realized and Unrealized Gains and Losses Associated with Investment in Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Net realized losses recognized on investment in equity securities sold | $ (141) | $ (1,385) | ||
Net unrealized losses recognized on investment in equity securities held as of the end of the period | (10,221) | $ (1,117) | (21,843) | $ (1,117) |
Total net losses included in "Other income (expense), net" | $ (10,362) | $ (1,117) | $ (23,228) | $ (1,117) |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | ||
Realized gains or losses on available-for-sale securities | $ 0 | $ 0 |
Available-for-sale securities, continuous unrealized loss position, more than 12 months | $ 0 | |
Short-term marketable securities contractual maturities | 6 months | 6 months |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalent and Marketable Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | $ 257,318 | $ 233,103 |
Unrealized Losses | (25) | (2) |
Cash Equivalents, Estimated Fair Value | 257,293 | 233,101 |
Amortized Cost Basis | 476,186 | 626,976 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | (428) | (134) |
Estimated Fair Value | 475,759 | 626,844 |
Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 122,812 | 56,988 |
Unrealized Losses | (21) | (2) |
Cash Equivalents, Estimated Fair Value | 122,791 | 56,986 |
Agency Discount Notes | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 34,937 | |
Unrealized Losses | (4) | |
Cash Equivalents, Estimated Fair Value | 34,933 | |
Money Market Funds | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 99,569 | 176,115 |
Cash Equivalents, Estimated Fair Value | 99,569 | 176,115 |
Marketable Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 218,868 | 393,873 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | (403) | (132) |
Estimated Fair Value | 218,466 | 393,743 |
Marketable Securities | U.S. Treasury Notes | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 76,127 | 76,518 |
Unrealized Losses | (151) | (46) |
Estimated Fair Value | 75,976 | 76,472 |
Marketable Securities | Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 126,709 | 167,761 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | (207) | (26) |
Estimated Fair Value | 126,503 | 167,737 |
Marketable Securities | Corporate Debt Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 16,032 | 122,548 |
Unrealized Losses | (45) | (58) |
Estimated Fair Value | $ 15,987 | 122,490 |
Marketable Securities | Supranational Debt Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 27,046 | |
Unrealized Losses | (2) | |
Estimated Fair Value | $ 27,044 |
Eidos - Additional Information
Eidos - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 26, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 05, 2020 | |
Variable Interest Entity [Line Items] | |||||
Difference recognized in equity | $ 91,997 | ||||
Additional Paid-in Capital | |||||
Variable Interest Entity [Line Items] | |||||
Difference recognized in equity | $ 53,856 | ||||
Eidos | |||||
Variable Interest Entity [Line Items] | |||||
Merger transactions completion date | Jan. 26, 2021 | ||||
Aggregate consideration | $ 1,651,600 | ||||
Cash consideration paid | $ 21,300 | ||||
Number of shares issued in exchange of subsidiary equity | 26,156,446 | ||||
Total fair value | $ 1,630,300 | ||||
Eidos | Additional Paid-in Capital | |||||
Variable Interest Entity [Line Items] | |||||
Difference recognized in equity | $ (1,613,400) | ||||
Transaction costs incurred | $ 70,700 | ||||
Eidos | Merger Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Right to receive of common stock | 1.85 | ||||
Cash per share in transaction | $ 73.26 | ||||
Eidos | Maximum | Merger Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Cash consideration | $ 175,000 | ||||
Eidos | Minimum | Merger Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Cash consideration | $ 0 | ||||
Variable Interest Entity, Primary Beneficiary | Eidos | |||||
Variable Interest Entity [Line Items] | |||||
Voting shares | 50% |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||||
Adjustments of carrying value of noncontrolling interest additional paid-in capital | $ 1.8 | $ (1.4) | $ 1.5 | $ 0.3 |
Equity Method and Other Equit_2
Equity Method and Other Equity Investments - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2019 USD ($) Director shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Nov. 01, 2021 | Mar. 31, 2021 USD ($) | |||
Schedule Of Equity Method Investments [Line Items] | ||||||||||
Fair value of warrants | $ 2,100,000 | $ 800,000 | $ 2,100,000 | |||||||
Equity security investment | 49,148,000 | [1] | 27,141,000 | 49,148,000 | [1] | |||||
LEO call option liability | $ 0 | |||||||||
LianBio | ||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||
Equity security investment | 30,800,000 | 10,800,000 | 30,800,000 | |||||||
LianBio | Equity Method Investee's IPO | ||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 4.70% | |||||||||
Gain on conversion from equity method investment to investment in equity securities | $ 68,500,000 | |||||||||
Unrealized loss on ongoing mark-to-market adjustments of investment in equity security | $ 57,700,000 | $ 37,700,000 | ||||||||
Bridge Bio Pharma Limited Liability Company | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd | LianBio | ||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 10% | |||||||||
Number of directors appoint or removal | Director | 1 | |||||||||
Ownership interest, value | $ 3,800,000 | |||||||||
Impairments related investment | $ 0 | $ 0 | ||||||||
Warrant to purchase percentage | 10% | |||||||||
Warrants to purchase common stock | shares | 347,569 | |||||||||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Intangible Assets - Summary of
Intangible Assets - Summary of Recognized Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average Estimated Useful Lives | 12 years 6 months | 12 years 9 months 18 days |
Gross amount | $ 32,500 | $ 47,500 |
Less accumulated amortization | (2,592) | (2,566) |
Net book value | $ 29,908 | $ 44,934 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2018 | Mar. 04, 2022 | Dec. 31, 2021 | May 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expenses | $ 600,000 | $ 1,200,000 | |||||||
Amortization expenses, remainder period | 1,200,000 | 1,200,000 | |||||||
Amortization expenses, 2023 | 2,400,000 | 2,400,000 | |||||||
Amortization expenses, 2024 | 2,400,000 | 2,400,000 | |||||||
Amortization expenses, 2025 | 2,400,000 | 2,400,000 | |||||||
Amortization expenses, 2026 | 2,400,000 | 2,400,000 | |||||||
Amortization expenses, thereafter | 19,100,000 | 19,100,000 | |||||||
Capitalization of finite-lived intangible asset | 32,500,000 | 32,500,000 | $ 47,500,000 | ||||||
Other accrued liabilities | 31,984,000 | 31,984,000 | 30,282,000 | [1] | |||||
Other long-term liabilities | 28,631,000 | 28,631,000 | 22,069,000 | [1] | |||||
Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalization of finite-lived intangible asset | $ 12,500,000 | ||||||||
Payment Following FDA Approval of Truseltiq | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalization of finite-lived intangible asset | $ 20,000,000 | ||||||||
QED Therapeutics, Inc | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other accrued liabilities | 2,500,000 | 2,500,000 | 1,500,000 | ||||||
Other long-term liabilities | 8,500,000 | $ 8,500,000 | 11,000,000 | ||||||
QED Therapeutics, Inc | Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Potential regulatory milestone payments | $ 12,500,000 | ||||||||
Regulatory milestone payments term | 4 years | ||||||||
First installment due amount, paid | $ 1,500,000 | ||||||||
QED Therapeutics, Inc | Maximum | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Potential regulatory milestone payments | $ 60,000,000 | ||||||||
Potential sales milestone payments | 35,000,000 | ||||||||
Origin Biosciences, Inc. | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Potential sales milestone payments | 17,000,000 | ||||||||
Capitalization of finite-lived intangible asset | $ 15,000,000 | ||||||||
Origin Biosciences, Inc. | Maximum | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Potential regulatory milestone payments | 1,000,000 | ||||||||
Assets acquisition required milestone payments | $ 18,800,000 | ||||||||
Origin-Sentynl APA | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Derecognition of capitalized intangible asset net. | $ 13,500,000 | ||||||||
Assets acquisition required milestone payments | $ 1,000,000 | ||||||||
Origin-Sentynl APA | Maximum | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Potential sales milestone payments | $ 4,500,000 | ||||||||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Potential Milestone Amounts and Accruals (Detail) $ in Thousands | Jun. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Potential Fixed Monetary Amount Settlement in Cash | $ 10,313 | |
Potential Fixed Monetary Amount Settlement in Stock | 96,695 | [1] |
Potential Fixed Monetary Amount Settlement in Cash or stock at our sole discretion | 127,696 | |
Total Potential Fixed Monetary Settlement Amount | 234,704 | |
Accrued Amount Settlement in Cash | 996 | [2] |
Accrued Amount Settlement in Stock | 15,850 | [1],[2] |
Accrued Amount Settlement in Cash or stock at our sole discretion | 3,527 | [2] |
Total Accrued Settlement Amount | $ 20,373 | [2] |
[1] Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. Amount recorded for performance-based milestone awards that are probable of achievement. |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies [Line Items] | |||
Accrued termination charges | $ 0 | ||
Restructuring liabilities | $ 11,223,000 | $ 7,155,000 | |
Accrued Research and Development Liabilities | |||
Commitments And Contingencies [Line Items] | |||
Restructuring liabilities | 6,000,000 | ||
Performance-Based Milestone Awards | |||
Commitments And Contingencies [Line Items] | |||
Accrual for milestones not probable | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jul. 01, 2022 USD ($) | Jan. 28, 2021 USD ($) shares TradingDay $ / shares | Jan. 25, 2021 USD ($) $ / shares shares | Mar. 09, 2020 USD ($) TradingDay shares $ / shares | Mar. 04, 2020 USD ($) $ / shares shares | Nov. 30, 2019 USD ($) | Jun. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Jun. 30, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Purchase of capped calls | $ 61,295,000 | |||||||||||||||||||
Repurchase of common stock | 55,308,000 | |||||||||||||||||||
Payment of debt discount and issuance costs | $ 1,120,000 | |||||||||||||||||||
Interest expense | $ 8,531,000 | $ 8,509,000 | 17,057,000 | 15,610,000 | ||||||||||||||||
Amortization of debt discount and issuance costs | 890,000 | 867,000 | 1,773,000 | 1,587,000 | ||||||||||||||||
Debt instrument prepaid includes final payment charge and prepayment fee | 20,486,000 | 18,108,000 | ||||||||||||||||||
License Agreement | Navire BMS | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Amount paid to lenders | $ 20,500,000 | |||||||||||||||||||
Principle amount paid to lenders | 20,100,000 | |||||||||||||||||||
Exit fee | 400,000 | |||||||||||||||||||
Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, frequency of interest payment | quarterly | |||||||||||||||||||
Debt instrument payment amortization date | Jan. 02, 2025 | |||||||||||||||||||
Debt instrument potential payment extended amortization date | Jan. 02, 2026 | |||||||||||||||||||
Stated interest rate | 9% | |||||||||||||||||||
Maturity date | Nov. 17, 2026 | |||||||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||||||||
Interest expense | 11,700,000 | 23,500,000 | ||||||||||||||||||
Amortization of debt discount and issuance costs | 1,000,000 | 2,600,000 | ||||||||||||||||||
Interest payable | 10,200,000 | 10,200,000 | 10,200,000 | $ 5,000,000 | ||||||||||||||||
Debt instrument drawn amount | 418,353,000 | 418,353,000 | 418,353,000 | 430,752,000 | ||||||||||||||||
Loan Agreement | Payment in Kind | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate | 3% | |||||||||||||||||||
Accrued interest convertible into principal | 3,300,000 | 5,100 | ||||||||||||||||||
Loan Agreement | Payment in Kind | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrued interest convertible into principal | $ 3,400,000 | |||||||||||||||||||
Hercules Capital, Inc | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate | 7.65% | |||||||||||||||||||
Debt instrument interest only extension date | Jun. 01, 2024 | |||||||||||||||||||
Debt instrument maturity date extension | May 01, 2025 | |||||||||||||||||||
Interest expense | 2,400,000 | 4,400,000 | ||||||||||||||||||
Amortization of debt discount and issuance costs | 500,000 | 800 | ||||||||||||||||||
Hercules Capital, Inc | Prime Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 4.40% | |||||||||||||||||||
Maximum | Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 750,000,000 | |||||||||||||||||||
Debt instrument prepayment premium percentage | 3% | |||||||||||||||||||
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction | 75% | |||||||||||||||||||
Minimum | Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument prepayment premium percentage | 1% | |||||||||||||||||||
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction | 50% | |||||||||||||||||||
2029 Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 717,500,000 | 747,500,000 | 747,500,000 | $ 747,500,000 | ||||||||||||||||
Proceeds from exercise of option to purchase additional notes | 67,500,000 | |||||||||||||||||||
Debt instrument option to purchase additional notes | 97,500,000 | |||||||||||||||||||
Proceeds from exercise of remaining portion of option to purchase additional notes | $ 30,000,000 | |||||||||||||||||||
Debt instrument issuance date | Jan. 28, 2021 | |||||||||||||||||||
Maturity year | 2029 | |||||||||||||||||||
Debt instrument, frequency of interest payment | semiannually | |||||||||||||||||||
Interest payable beginning date | Aug. 01, 2021 | |||||||||||||||||||
Stated interest rate | 2.25% | |||||||||||||||||||
Maturity date | Feb. 01, 2029 | |||||||||||||||||||
Description of payment terms of notes | The 2029 Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021, at a rate of 2.25% per year. The 2029 Notes will mature on February 1, 2029, unless earlier converted, redeemed or repurchased. | |||||||||||||||||||
Proceeds from issuance of notes after deducting discount and offering expenses | $ 731,400,000 | |||||||||||||||||||
Direct offering expense | 0 | |||||||||||||||||||
Purchase of capped calls | 61,300,000 | |||||||||||||||||||
Repurchase of common stock | 50,000,000 | |||||||||||||||||||
Denomination of the principal amount of debt in consideration conversion of the notes | $ 1,000 | |||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | |||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | |||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||||||||||
Number of consecutive trading day period (Measurement period) for conversion of notes | 5 days | |||||||||||||||||||
Number of business days in consideration of conversion of notes | 5 days | |||||||||||||||||||
Threshold percentage of stock price trigger in measurement period | 98% | |||||||||||||||||||
Conversion rate | 10.3050 | |||||||||||||||||||
Initial conversion price per share | $ / shares | $ 97.04 | |||||||||||||||||||
Debt instrument, conversion, equivalent shares of common stock | shares | 7,702,988 | |||||||||||||||||||
Percentage of principal amount to be repurchased in fundamental change | 100% | |||||||||||||||||||
Minimum threshold percentage of aggregate principal by trustee or holders | 25% | |||||||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | $ 16,100,000 | |||||||||||||||||||
Expected life of notes | 8 years | |||||||||||||||||||
Interest payable | 7,000,000 | 7,000,000 | $ 7,000,000 | 7,000,000 | ||||||||||||||||
Interest expense | 4,670,000 | 4,659,000 | 9,338,000 | 7,913,000 | ||||||||||||||||
Amortization of debt discount and issuance costs | 466,000 | 454,000 | 929,000 | 765,000 | ||||||||||||||||
2029 Notes | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, increase in conversion rate, number of shares issuable | shares | 11,361,851 | |||||||||||||||||||
2027 Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 550,000,000 | 550,000,000 | 550,000,000 | $ 550,000,000 | ||||||||||||||||
Proceeds from exercise of option to purchase additional notes | $ 75,000,000 | |||||||||||||||||||
Debt instrument issuance date | Mar. 09, 2020 | |||||||||||||||||||
Maturity year | 2027 | |||||||||||||||||||
Debt instrument, frequency of interest payment | semiannually | |||||||||||||||||||
Interest payable beginning date | Sep. 15, 2020 | |||||||||||||||||||
Stated interest rate | 2.50% | |||||||||||||||||||
Maturity date | Mar. 15, 2027 | |||||||||||||||||||
Description of payment terms of notes | The 2027 Notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020, at a rate of 2.50% per year. The 2027 Notes will mature on March 15, 2027, unless earlier converted or repurchased | |||||||||||||||||||
Proceeds from issuance of notes after deducting discount and offering expenses | $ 537,000,000 | |||||||||||||||||||
Purchase of capped calls | 49,300,000 | |||||||||||||||||||
Repurchase of common stock | 75,000,000 | |||||||||||||||||||
Denomination of the principal amount of debt in consideration conversion of the notes | $ 1,000 | |||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | |||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | |||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||||||||||
Number of consecutive trading day period (Measurement period) for conversion of notes | 5 days | |||||||||||||||||||
Number of business days in consideration of conversion of notes | 5 days | |||||||||||||||||||
Threshold percentage of stock price trigger in measurement period | 98% | |||||||||||||||||||
Conversion rate | 23.4151 | |||||||||||||||||||
Initial conversion price per share | $ / shares | $ 42.71 | |||||||||||||||||||
Debt instrument, conversion, equivalent shares of common stock | shares | 12,878,305 | |||||||||||||||||||
Percentage of principal amount to be repurchased in fundamental change | 100% | |||||||||||||||||||
Minimum threshold percentage of aggregate principal by trustee or holders | 25% | |||||||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | $ 13,000,000 | |||||||||||||||||||
Expected life of notes | 7 years | |||||||||||||||||||
Debt issuance costs allocated to equity component | $ 4,100,000 | |||||||||||||||||||
Debt issuance costs allocated to liability component | $ 8,900,000 | |||||||||||||||||||
Interest payable | $ 4,000,000 | 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Interest expense | 3,861,000 | 3,850,000 | 7,719,000 | 7,697,000 | ||||||||||||||||
Amortization of debt discount and issuance costs | $ 424,000 | $ 413,000 | 844,000 | $ 822,000 | ||||||||||||||||
2027 Notes | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, increase in conversion rate, number of shares issuable | shares | 17,707,635 | |||||||||||||||||||
2021 Capped Call Transactions | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Purchase of capped calls | $ 61,300,000 | |||||||||||||||||||
Initial conversion price per share | $ / shares | $ 97.04 | |||||||||||||||||||
Capped call transaction, cap price per share | $ / shares | $ 131.58 | |||||||||||||||||||
Premium over last reported sale price percentage | 100% | |||||||||||||||||||
Number of shares covered by capped calls | shares | 7,702,988 | |||||||||||||||||||
Adjustments to additional paid in capital related to premium payments | $ 61,300,000 | |||||||||||||||||||
2021 Capped Call Transactions | Share Repurchase Transactions | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repurchase of common stock | $ 50,000,000 | |||||||||||||||||||
Stock repurchased during period, shares | shares | 759,993 | |||||||||||||||||||
Repurchase of common stock price per share | $ / shares | $ 65.79 | |||||||||||||||||||
2020 Capped Call Transactions | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Purchase of capped calls | $ 49,300,000 | |||||||||||||||||||
Initial conversion price per share | $ / shares | $ 42.71 | |||||||||||||||||||
Capped call transaction, cap price per share | $ / shares | $ 62.12 | |||||||||||||||||||
Premium over last reported sale price percentage | 100% | |||||||||||||||||||
Number of shares covered by capped calls | shares | 12,878,305 | |||||||||||||||||||
Adjustments to additional paid in capital related to premium payments | $ 49,300,000 | |||||||||||||||||||
2020 Capped Call Transactions | Share Repurchase Transactions | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repurchase of common stock | $ 75,000,000 | |||||||||||||||||||
Stock repurchased during period, shares | shares | 2,414,681 | |||||||||||||||||||
Repurchase of common stock price per share | $ / shares | $ 31.06 | |||||||||||||||||||
Tranche 1 Advance | Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from issuance of Term Loans after deducting debt discount and issuance costs | 431,300,000 | |||||||||||||||||||
Payment of debt discount and issuance costs | $ 18,700,000 | |||||||||||||||||||
Tranche 1 Advance | Maximum | Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 450,000,000 | |||||||||||||||||||
Tranche 2 Advance | Maximum | Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, amount available to be drawn | $ 300,000,000 | $ 100,000,000 | ||||||||||||||||||
Tranche I | Hercules Capital, Inc | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 35,000,000 | |||||||||||||||||||
Tranche II | Hercules Capital, Inc | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 20,000,000 | |||||||||||||||||||
Tranche III | Hercules Capital, Inc | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 20,000,000 | |||||||||||||||||||
Tranche IV | Hercules Capital, Inc | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 25,000,000 | |||||||||||||||||||
Tranche A Loan | Silicon Valley Bank and Hercules Loan Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument face amount | $ 17,500,000 | |||||||||||||||||||
Interest rate | 8.50% | |||||||||||||||||||
Debt instrument prepaid includes final payment charge and prepayment fee | $ 18,100,000 | |||||||||||||||||||
Tranche A Loan | Silicon Valley Bank and Hercules Loan Agreement | Eidos | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate | 8.50% | |||||||||||||||||||
Maturity date | Oct. 02, 2023 | |||||||||||||||||||
Tranche A Loan | Silicon Valley Bank and Hercules Loan Agreement | Prime Rate | Eidos | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 3.25% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Notes Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
2029 Notes | |||
Liability component | |||
Principal | $ 747,500 | $ 747,500 | |
Unamortized debt discount and issuance costs | (13,453) | (14,381) | |
Net carrying amount | 734,047 | 733,119 | [1] |
2027 Notes | |||
Liability component | |||
Principal | 550,000 | 550,000 | |
Unamortized debt discount and issuance costs | (9,221) | (10,066) | |
Net carrying amount | $ 540,779 | $ 539,934 | [1] |
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 7,641 | $ 7,642 | $ 15,284 | $ 14,023 |
Amortization of debt discount and issuance costs | 890 | 867 | 1,773 | 1,587 |
Total interest and amortization expense | 8,531 | 8,509 | 17,057 | 15,610 |
2029 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 4,204 | 4,205 | 8,409 | 7,148 |
Amortization of debt discount and issuance costs | 466 | 454 | 929 | 765 |
Total interest and amortization expense | $ 4,670 | $ 4,659 | $ 9,338 | $ 7,913 |
Effective interest rate | 2.60% | 2.60% | 2.60% | 2.60% |
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 3,437 | $ 3,437 | $ 6,875 | $ 6,875 |
Amortization of debt discount and issuance costs | 424 | 413 | 844 | 822 |
Total interest and amortization expense | $ 3,861 | $ 3,850 | $ 7,719 | $ 7,697 |
Effective interest rate | 2.80% | 2.80% | 2.80% | 2.80% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Payments under Notes (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
2029 Notes and Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2022 | $ 8,409 |
2023 | 16,819 |
2024 | 16,819 |
2025 | 16,819 |
2026 | 16,819 |
Thereafter | 789,547 |
Total future payments | 865,232 |
Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (117,732) |
2029 Notes | |
Debt Instrument [Line Items] | |
Total future payments | 747,500 |
2027 Notes and Interest on 2027 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2022 | 6,875 |
2023 | 13,750 |
2024 | 13,750 |
2025 | 13,750 |
2026 | 13,750 |
Thereafter | 556,875 |
Total future payments | 618,750 |
Interest on 2027 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (68,750) |
2027 Notes | |
Debt Instrument [Line Items] | |
Total future payments | 550,000 |
2027 Notes and Interest on 2027 Notes and 2029 Notes and Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2022 | 15,284 |
2023 | 30,569 |
2024 | 30,569 |
2025 | 30,569 |
2026 | 30,569 |
Thereafter | 1,346,422 |
Total future payments | 1,483,982 |
Interest on 2027 and 2029 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (186,482) |
2029 Notes and 2027 Notes | |
Debt Instrument [Line Items] | |
Total future payments | $ 1,297,500 |
Debt - Schedule of Balances of
Debt - Schedule of Balances of Borrowing under Loan Agreement (Details) - Loan Agreement - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal value of term loans | $ 429,916 | $ 450,000 |
Debt discount, issuance costs and exit fee accretion | (16,638) | (19,248) |
Term Loan, net | 418,353 | $ 430,752 |
Payment in Kind | ||
Debt Instrument [Line Items] | ||
Principal value of term loans | $ 5,075 |
Debt - Schedule of Future Min_2
Debt - Schedule of Future Minimum Payments Under Term Loan Agreement (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Term Loans, Interest on Term Loans and Exit Fee of Term Loan Agreement | |
Debt Instrument [Line Items] | |
Remainder of 2022 | $ 17,158 |
2023 | 39,896 |
2024 | 40,006 |
2025 | 40,006 |
2026 | 492,173 |
Total future payments | 629,239 |
Term Loan Agreement | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (185,650) |
Less exit fee | (8,598) |
Term Loan Agreement | Payment in Kind | |
Debt Instrument [Line Items] | |
Total future payments | $ 434,991 |
License and Collaboration Agr_2
License and Collaboration Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 29, 2021 | Aug. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2022 | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Total revenue | $ 73,746 | $ 54,024 | $ 75,440 | $ 54,486 | |||||||||
Deferred revenue, current portion | 7,190 | 7,190 | |||||||||||
Receivable from licensing and collaboration agreements | 22,821 | $ 19,749 | [1] | 22,821 | $ 19,749 | [1] | $ 19,749 | [1] | |||||
Research and development | 108,400 | 101,960 | 216,049 | 224,519 | |||||||||
ASC 808 | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Receivable from licensing and collaboration agreements | 15,500 | 5,900 | 15,500 | 5,900 | 5,900 | ||||||||
Research and development | 19,500 | 2,900 | 19,500 | ||||||||||
License agreements share of co-commercialization loss as reduction to selling, general and administrative expenses | 200 | 4,100 | 1,300 | 4,100 | |||||||||
License and Collaboration Agreement | BMS | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment yet to be received | 90,000 | 90,000 | |||||||||||
Upfront, regulatory and launch milestone payments yet to be received | 815,000 | 815,000 | |||||||||||
License and Collaboration Agreement | Helsinn Therapeutics | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Percentage share of global development costs | 60% | ||||||||||||
License and Collaboration Agreement | Helsinn Therapeutics | License and Services Revenue | ASC 808 | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Receivable from licensing and collaboration agreements | 600 | 0 | 600 | 0 | 0 | ||||||||
License and Collaboration Agreement | Helsinn Therapeutics | License and Services Revenue | ASC 606 | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Total revenue | 44,400 | 44,400 | |||||||||||
Receivable from licensing and collaboration agreements | 200 | 10,000 | 200 | 10,000 | 10,000 | ||||||||
License and Collaboration Agreement | QED Therapeutics, Inc | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront, regulatory and launch milestone payments yet to be received | $ 100,000 | ||||||||||||
License agreement percentage share of profits and losses | 50% | ||||||||||||
Percentage share of global development costs | 40% | ||||||||||||
Regulatory and sales-based milestone payments yet to be received | $ 66,000 | ||||||||||||
License and Collaboration Agreement | QED Therapeutics, Inc | Maximum | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Milestone payments | $ 2,450,000 | ||||||||||||
License and Collaboration Agreement | QED Therapeutics, Inc | Helsinn Therapeutics | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Initial transaction price for the license and collaboration agreement | 46,000 | 56,000 | |||||||||||
Nonrefundable upfront license fee | 20,000 | ||||||||||||
Sale of certain existing inventory | 1,000 | ||||||||||||
Launch milestone payment | $ 25,000 | ||||||||||||
Increase in initial transaction price for license and collaboration agreement | $ 10,000 | ||||||||||||
Allocation of transaction price to licenses | 54,400 | ||||||||||||
Allocation of transaction price to transfer of certain existing inventory | $ 1,600 | $ 1,600 | |||||||||||
Receivable from licensing and collaboration agreements | 12,500 | 12,500 | |||||||||||
Research and development | 9,500 | $ 12,800 | |||||||||||
Reimbursement percentage of research and development costs incurred | 100% | ||||||||||||
License agreements share of co-commercialization loss as reduction to selling, general and administrative expenses | 400 | $ 500 | |||||||||||
Reimbursement percentage of commercial activity costs incurred | 100% | ||||||||||||
License and Collaboration Agreement | Navire Pharma, Inc | BMS | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Milestone payments | 0 | $ 0 | |||||||||||
Initial transaction price for the license and collaboration agreement | 90,000 | ||||||||||||
Allocation Of transaction price for research and development | 19,800 | ||||||||||||
Allocation of transaction price to licenses | 70,200 | ||||||||||||
Total revenue | 73,400 | 73,400 | |||||||||||
Deferred Revenue | 16,600 | 16,600 | |||||||||||
Deferred revenue, current portion | 7,200 | 7,200 | |||||||||||
Deferred Revenue Noncurrent | 9,400 | 9,400 | |||||||||||
License and Collaboration Agreement | Navire Pharma, Inc | Research and Development Services Performance Obligation | BMS | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Total revenue | 3,200 | 3,200 | |||||||||||
License and Collaboration Agreement | Receivable from Licensing and Collaboration Agreements [Member] | QED Therapeutics, Inc | Helsinn Therapeutics | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Receivable from licensing and collaboration agreements | 4,000 | 4,000 | |||||||||||
License and Collaboration Agreement | Other Noncurrent Assets [Member] | QED Therapeutics, Inc | Helsinn Therapeutics | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Receivable from licensing and collaboration agreements | 8,500 | 8,500 | |||||||||||
License Agreement | LianBio | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Nonrefundable upfront payment receivable | 8,000 | ||||||||||||
License Agreement | LianBio | License and Services Revenue | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Total revenue | $ 0 | $ 8,500 | $ 0 | $ 8,500 | |||||||||
License Agreement | LianBio | Maximum | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Future potential development and sales milestone payments yet to receive | $ 382,100 | ||||||||||||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Sale of Nonfinancial Assets - A
Sale of Nonfinancial Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 04, 2022 | Dec. 31, 2021 | [1] | |
Asset Acquisition [Line Items] | |||||||
Proceeds from sale of priority review voucher | $ 110,000 | ||||||
Loss on sale of certain assets | 6,261 | ||||||
Intangible assets, net | $ 29,908 | 29,908 | $ 44,934 | ||||
Priority Review Voucher | |||||||
Asset Acquisition [Line Items] | |||||||
Definitive agreement to sell | $ 110,000 | ||||||
Proceeds from sale of priority review voucher | 110,000 | ||||||
Gain recognized, net of transactions costs | 107,900 | 107,900 | |||||
Origin-Sentynl APA | |||||||
Asset Acquisition [Line Items] | |||||||
Upfront payment received | $ 10,000 | ||||||
Intangible assets, net | $ 16,300 | 16,300 | |||||
Origin-Sentynl APA | Other income (expense), net | |||||||
Asset Acquisition [Line Items] | |||||||
Loss on sale of certain assets | $ 6,300 | ||||||
Origin-Sentynl APA | Maximum [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Potential sales milestone payments | $ 4,500 | ||||||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Straight line operating lease costs | $ 1,344 | $ 1,256 | $ 2,889 | $ 2,621 |
Finance lease costs | 111 | 116 | 224 | 173 |
Variable lease costs | 1,506 | 969 | 3,065 | 1,720 |
Total lease cost | $ 2,961 | $ 2,341 | $ 6,178 | $ 4,514 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows for operating leases | $ 3,348 | $ 2,858 |
Operating cash flows for finance lease | 212 | 85 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 240 | $ 4,041 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Information Related to Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2022 | Jun. 30, 2021 |
Weighted-average remaining lease term (in years) | ||
Operating leases | 5 years 7 months 6 days | 6 years 3 months 18 days |
Finance lease | 3 years 7 months 6 days | 4 years 7 months 6 days |
Weighted-average discount rate | ||
Operating leases | 5.73% | 5.79% |
Finance lease | 6.62% | 6.62% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Noncancelable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | [1] |
Leases [Abstract] | |||
Operating leases, Remainder of 2022 | $ 2,519 | ||
Operating leases, 2023 | 4,927 | ||
Operating leases, 2024 | 3,993 | ||
Operating leases, 2025 | 3,962 | ||
Operating leases, 2026 | 1,893 | ||
Operating leases, Thereafter | 4,375 | ||
Operating leases, Total future minimum lease payments | 21,669 | ||
Operating leases, Imputed interest | (3,083) | ||
Operating lease liabilities | 18,586 | ||
Operating lease liabilities, current portion | 4,310 | $ 4,938 | |
Operating lease liabilities, net of current portion | 14,276 | $ 17,428 | |
Total operating lease liabilities | $ 18,586 | ||
[1] The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements as of that date. |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | |||||
Impairment loss | $ 12,653 | $ 3,300 | |||
Impairment loss related to operating lease right-of-use assets | $ 0 | 0 | 2,600 | ||
One time fees asset non-current | $ 10,000 | ||||
Construction-in-Progress | |||||
Lessee Lease Description [Line Items] | |||||
New accounting pronouncement effect of adoption | 10,000 | ||||
Pre-tax impairment loss on asset | (10,200) | ||||
Manufacturing Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Lease agreement expiration | 5 years | ||||
Amounts due paid to vendor | 1,500 | ||||
Supplemental Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Cost related to manufacturing suite and additional equipment | $ 200 | ||||
Termination Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Remaining payable related to dedicated manufacturing suite | 2,000 | 2,000 | |||
Payable related to termination fees for other existing services | $ 1,800 | $ 1,800 | |||
Property and Equipment | |||||
Lessee Lease Description [Line Items] | |||||
Impairment loss | 700 | ||||
Selling, General and Administrative Expenses | |||||
Lessee Lease Description [Line Items] | |||||
Impairment loss | $ 3,300 |
Share Repurchase Program and _2
Share Repurchase Program and Shelf Registration - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2021 | May 31, 2021 | |
Common Stock | Maximum | At-the-Market Offerings | |||
Share Repurchase Program And Shelf Registration [Line Items] | |||
Aggregate offering, issuance and sale price of common stock to be issued | $ 350 | ||
Percentage of cash commission | 3% | ||
2021 Share Repurchase Program | |||
Share Repurchase Program And Shelf Registration [Line Items] | |||
Stock repurchased during period, shares | 3,017,087 | ||
Stock repurchased, average price per share | $ 49.72 | ||
Stock repurchased, value | $ 150 | ||
2021 Share Repurchase Program | Common Stock | Maximum | |||
Share Repurchase Program And Shelf Registration [Line Items] | |||
Share repurchase program, authorized amount | $ 150 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation for Employees and Non Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 28,305 | $ 32,035 | $ 52,586 | $ 66,931 |
BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 28,145 | 31,695 | 52,326 | 62,726 |
Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 160 | 340 | 260 | 4,205 |
Research and Development Expense | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 14,352 | 19,284 | 22,909 | 41,733 |
Research and Development Expense | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 14,194 | 19,163 | 22,680 | 40,463 |
Research and Development Expense | Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 158 | 121 | 229 | 1,270 |
Selling, General and Administrative Expenses | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 13,953 | 12,751 | 28,505 | 25,198 |
Selling, General and Administrative Expenses | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 13,951 | 12,532 | 28,474 | 22,263 |
Selling, General and Administrative Expenses | Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 2 | $ 219 | 31 | $ 2,935 |
Restructuring, Impairment and Related Charges | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 1,172 | |||
Restructuring, Impairment and Related Charges | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 1,172 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
Nov. 18, 2020 USD ($) Grantee shares | Apr. 22, 2020 USD ($) Grantee shares | Jun. 30, 2022 USD ($) Employee shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Employee $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 28,305,000 | $ 32,035,000 | $ 52,586,000 | $ 66,931,000 | |||
Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted-average grand date fair value of options granted | $ / shares | $ 6.72 | ||||||
2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation cost associated with performance-based milestone awards | $ 3,400,000 | 13,300,000 | $ 2,500,000 | 27,800,000 | |||
Maximum potential milestone performance-based awards to be settled in fully-vested RSA | $ 11,700,000 | $ 183,400,000 | |||||
Performance-based milestone awards | $ 17,400,000 | ||||||
2020 Stock and Equity Award Exchange Program | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance-based milestone awards period for recognition | 8 months 12 days | ||||||
2020 Stock and Equity Award Exchange Program | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance-based milestone awards period for recognition | 1 year 8 months 12 days | ||||||
Employee Stock Options | 2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of options issued in exchange of subsidiary equity | shares | 70,436 | 1,268,110 | |||||
Restricted Stock Awards | 2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of RSAs issued in exchange of subsidiary equity | shares | 50,145 | ||||||
Performance based milestone awards compensation expense settled with equity | 2,500,000 | 6,000,000 | |||||
Performance-Based RSAs | 2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Performance-Based RSAs issued in exchange of subsidiary equity | shares | 22,611 | ||||||
Performance-Based Stock Options | 2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Performance-Based stock options issued in exchange of subsidiary equity | shares | 10,772 | ||||||
A&R 2019 Plan | 2020 Stock and Equity Award Exchange Program | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of grantees | Grantee | 16 | 149 | |||||
Number of shares issued in exchange of subsidiary equity | shares | 24,924 | 554,064 | |||||
2021 A&R Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance | shares | 6,827,622 | 6,827,622 | |||||
2019 Inducement Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance | shares | 180,857 | 180,857 | |||||
Eidos Award Exchange Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance | shares | 2,802,644 | ||||||
A&R 2019 Plan and 2019 Inducement Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted-average grand date fair value of options granted | $ / shares | $ 5.24 | ||||||
Total intrinsic value of options exercised | $ 800,000 | ||||||
Stock-based compensation | $ 1,483,000 | ||||||
A&R 2019 Plan and 2019 Inducement Plan | Employee Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock-based compensation | 9,400,000 | $ 20,200,000 | |||||
Unrecognized compensation cost | 79,700 | $ 79,700 | |||||
Unrecognized compensation cost, period for recognition | 2 years 3 months 18 days | ||||||
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 2,968,000 | ||||||
Unrecognized compensation cost, period for recognition | 1 year 6 months | ||||||
Unrecognized compensation cost | 7,200 | $ 7,200 | |||||
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation | 12,100,000 | 24,000,000 | |||||
Unrecognized compensation cost | 126,100,000 | $ 126,100,000 | |||||
Unrecognized compensation cost, period for recognition | 2 years 6 months | ||||||
BridgeBio Equity Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance-based milestone awards compensation expense | 1,900,000 | $ 200,000 | 3,200,000 | ||||
Stock-based compensation | $ 28,145,000 | $ 31,695,000 | $ 52,326,000 | $ 62,726,000 | |||
BridgeBio Equity Plan | 2019 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance | shares | 4,107,805 | 4,107,805 | |||||
Stock-based compensation | $ 700,000 | $ 1,400,000 | |||||
Eidos | Eidos 2016 and 2018 Plans | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of options issued in exchange of subsidiary equity | shares | 2,776,672 | ||||||
Number of RSUs issued in exchange of subsidiary equity | shares | 25,972 | ||||||
Number of employees for replacement awards | Employee | 88 | 88 | |||||
Incremental compensation cost for awards modification | $ 0 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity under Plans (Details) - A&R 2019 Plan and 2019 Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 12,141,756 | |
Options Outstanding, Exercised | (107,692) | |
Options Outstanding, Cancelled | (833,848) | |
Options Outstanding, Outstanding, Ending balance | 12,669,110 | 12,141,756 |
Options Outstanding, Exercisable | 6,154,654 | |
Eidos | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 2,107,626 | |
Options Outstanding, Exercised | (37,715) | |
Options Outstanding, Cancelled | (389,338) | |
Options Outstanding, Outstanding, Ending balance | 1,680,573 | 2,107,626 |
Options Outstanding, Exercisable | 1,241,614 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 16.14 | |
Weighted-Average Exercise Price per Option, Exercised | 1.38 | |
Weighted-Average Exercise Price per Option, Cancelled | 23.07 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 14.86 | $ 16.14 |
Weighted-Average Exercise Price per Option, Exercisable | $ 12.67 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 6 years | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Life (years), Exercisable | 5 years 6 months | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 2,936 | $ 10,147 |
Aggregate Intrinsic Value, Exercisable | $ 2,788 | |
Regular Equity Program | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 9,493,258 | |
Options Outstanding, Granted | 1,468,894 | |
Options Outstanding, Cancelled | (429,897) | |
Options Outstanding, Outstanding, Ending balance | 10,532,255 | 9,493,258 |
Options Outstanding, Exercisable | 4,491,447 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 31.85 | |
Weighted-Average Exercise Price per Option, Granted | 8.45 | |
Weighted-Average Exercise Price per Option, Cancelled | 34.54 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 28.47 | $ 31.85 |
Weighted-Average Exercise Price per Option, Exercisable | $ 26.18 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 8 years 2 months 12 days | 8 years 6 months |
Weighted-Average Remaining Contractual Life (years), Exercisable | 7 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 925 | |
2020 Stock and Equity Award Exchange Program | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 540,872 | |
Options Outstanding, Exercised | (69,977) | |
Options Outstanding, Cancelled | (14,613) | |
Options Outstanding, Outstanding, Ending balance | 456,282 | 540,872 |
Options Outstanding, Exercisable | 421,593 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 2.46 | |
Weighted-Average Exercise Price per Option, Exercised | 1.54 | |
Weighted-Average Exercise Price per Option, Cancelled | 3.49 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 2.56 | $ 2.46 |
Weighted-Average Exercise Price per Option, Exercisable | $ 2.29 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 6 years 8 months 12 days | 7 years |
Weighted-Average Remaining Contractual Life (years), Exercisable | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 3,294 | $ 7,956 |
Aggregate Intrinsic Value, Exercisable | $ 3,106 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - A&R 2019 Plan and 2019 Inducement Plan - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares | 3,537,719 |
Unvested Shares of Restricted Stock Outstanding, Granted | shares | 4,390,492 |
Unvested Shares of Restricted Stock Outstanding, Vested | shares | (732,587) |
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares | (1,139,693) |
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares | 6,055,931 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 45.36 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 8.53 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 21.95 |
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares | 33.66 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 23.69 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Award Activity under Plans (Details) - Restricted Stock Awards - A&R 2019 Plan and 2019 Inducement Plan | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares | 1,789,943 |
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares | 1,114,006 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 5.50 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 6.52 |
Regular Equity Program | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Vested | shares | (672,512) |
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares | (3,425) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 3.80 |
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares | $ 5.56 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Recognized Stock-based Compensation Expense Related to Restricted Stock Award Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 28,305 | $ 32,035 | $ 52,586 | $ 66,931 |
A&R 2019 Plan and 2019 Inducement Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,483 | |||
A&R 2019 Plan and 2019 Inducement Plan | Other RSAs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,483 | 2,968 | ||
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 2,968 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Stock Purchase Rights under ESPP (Details) - Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility, Minimum | 52.04% |
Expected volatility, Maximum | 191.67% |
Risk-free interest rate, Minimum | 0.05% |
Risk-free interest rate, Maximum | 0.67% |
Weighted-average grand date fair value of options granted | $ 6.72 |
Restructuring, Impairment and_3
Restructuring, Impairment and Related Charges - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 8,396 | $ 31,058 | |
Minimum | Scenario Forecast | |||
Restructuring Cost and Reserve [Line Items] | |||
Estimated charges to be incurred | $ 31,000 | ||
Maximum | Scenario Forecast | |||
Restructuring Cost and Reserve [Line Items] | |||
Estimated charges to be incurred | $ 33,000 |
Restructuring, Impairment and_4
Restructuring, Impairment and Related Charges - Summary of Restructuring, Impairment and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Long-lived assets impairments and write-offs | $ 12,653 | $ 3,300 | |
Severance and employee-related costs | $ 2,396 | 9,412 | |
Exit and other related costs | 6,000 | 8,993 | |
Total | $ 8,396 | $ 31,058 |
Restructuring, Impairment and_5
Restructuring, Impairment and Related Charges - Schedule of Activity Related to Restructuring Liabilities Associated to Restructuring Initiatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, balance | $ 7,155 | |
Reclassification of final payment obligation related to a manufacturing agreement that was recognized in the prior period (see Note 14) | $ 2,185 | |
Restructuring, impairment and related charges | 8,396 | 31,058 |
Cash payments | (4,328) | (8,195) |
Noncash activities | (13,825) | |
Restructuring liabilities, balance | 11,223 | 11,223 |
Accrued Compensation and Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, balance | 2,223 | 2,223 |
Accrued Research and Development Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, balance | 6,000 | 6,000 |
Other Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, balance | $ 3,000 | $ 3,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Provision for income tax | $ 0 | $ 0 | $ 0 | $ 0 | |
Other liabilities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax liability, net | $ 1,100,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Stock Equivalents were Excluded from Computation of Diluted Net Loss per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 70,109,359 | 38,903,476 |
Unvested RSAs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 1,114,006 | 2,468,416 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 6,055,931 | 1,643,312 |
Unvested Performance-Based RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 84,505 | 66,683 |
Common Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 12,669,110 | 10,320,564 |
Estimated Shares Issuable Under Performance-Based Milestone Compensation Arrangements | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 29,396,554 | 3,785,559 |
Estimated Shares Issuable Under the ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 207,960 | 37,649 |
Assumed Conversion of 2027 Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 12,878,305 | 12,878,305 |
Assumed Conversion of 2029 Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 7,702,988 | 7,702,988 |