BRIDGEBIO PHARMA, INC., 10-K filed on 2/25/2022
Annual Report
v3.22.0.1
Document and Entity Information - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2021
Feb. 18, 2022
Jun. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
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    
ICFR Auditor Attestation Flag true    
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   147,607,820  
Document Annual 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    
Entity Well-known Seasoned Issuer Yes    
Entity Public Float     $ 5.0
Entity Voluntary Filers No    
Documents Incorporated by Reference

Specified portions of the registrant’s definitive Proxy Statement to be issued in conjunction with the registrant’s 2022 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10‑K.

    
Auditor Firm ID 34    
Auditor Name DELOITTE & TOUCHE LLP    
Auditor Location San Francisco, California    
v3.22.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 393,772 $ 356,082
Short-term marketable securities 393,743 251,011
Investment in equity securities 49,148  
Receivable from licensing and collaboration agreements 19,749  
Prepaid expenses and other current assets 32,446 35,731
Total current assets 888,858 642,824
Property and equipment, net 30,066 20,325
Operating lease right-of-use assets 15,907 16,508
Intangible assets, net 44,934 0
Other assets 33,027 23,931
Total assets 1,012,792 703,588
Current liabilities:    
Accounts payable 11,884 8,945
Accrued compensation and benefits 37,041 29,682
Accrued research and development liabilities 44,138 27,290
Accrued professional services 6,786 5,579
LEO call option liability   5,550
Operating lease liabilities, current portion 4,938 3,795
Term loans, current portion   1,458
Other accrued liabilities 30,282 13,349
Total current liabilities 135,069 95,648
Term loans, net of current portion 430,752 92,421
Operating lease liabilities, net of current portion 17,428 14,677
Other long-term liabilities 22,069 9,520 [1]
Total liabilities 1,878,371 595,702
Commitments and contingencies (Note 9)  
Redeemable convertible noncontrolling interests 1,423 1,630
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; 153,535,084 shares issued and 147,343,323 shares outstanding as of December 31, 2021, 125,264,070 shares issued and 122,849,389 shares outstanding as of December 31, 2020 154 125
Treasury stock, at cost; 6,191,761 shares as of December 31, 2021, 2,414,681 shares as of December 31, 2020 (275,000) (75,000)
Additional paid-in capital 841,530 1,021,344
Accumulated other comprehensive income (loss) (132) 192
Accumulated deficit (1,436,966) (888,755)
Total BridgeBio stockholders' equity (deficit) (870,414) 57,906
Noncontrolling interests 3,412 48,350
Total stockholders' equity (deficit) (867,002) 106,256
Total liabilities, redeemable convertible noncontrolling interests and stockholders' equity (deficit) 1,012,792 703,588
2029 Notes    
Current liabilities:    
Notes, net 733,119  
Term loans, net of current portion 733,119  
2027 Notes    
Current liabilities:    
Notes, net 539,934 383,436
Term loans, net of current portion $ 539,934 $ 383,436
[1] Related deferred tax liability was recorded as part of “Other long-term liabilities.”
v3.22.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
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 153,535,084 125,264,070
Common stock, shares outstanding 147,343,323 122,849,389
Treasury stock, shares 6,191,761 2,414,681
v3.22.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenue:      
Total revenue $ 69,716 $ 8,249 $ 40,560
Operating costs and expenses:      
Cost of license revenue 379   2,500
Cost of products sold 2,735    
Research and development 451,024 337,047 209,947
Selling, general and administrative 192,210 145,684 94,353
Total operating costs and expenses 646,348 482,731 306,800
Loss from operations (576,632) (474,482) (266,240)
Other income (expense), net:      
Interest income 1,133 4,015 8,915
Interest expense (46,778) (36,655) (8,765)
Share in net loss of equity method investments     (20,869)
Other income (expense) 35,823 1,634 (1,626)
Total other income (expense), net (9,822) (31,006) (22,345)
Total loss before income taxes (586,454) (505,488) (288,585)
Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests 23,915 56,764 27,998
Net loss attributable to common stockholders of BridgeBio $ (562,539) $ (448,724) $ (260,587)
Net loss per share attributable to common stockholders of BridgeBio, basic and diluted $ (3.90) $ (3.80) $ (2.48)
Weighted-average shares used in computing net loss per share attributable to common stockholders of BridgeBio, basic and diluted 144,356,619 117,995,457 105,099,089
License Revenue      
Revenue:      
Total revenue $ 65,923 $ 8,249 $ 40,560
Product Sales      
Revenue:      
Total revenue $ 3,793    
v3.22.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]      
Net loss $ (586,454) $ (505,488) $ (288,585)
Other comprehensive income (loss):      
Unrealized gain (loss) on available-for-sale securities (324) (62) 254
Comprehensive loss (586,778) (505,550) (288,331)
Comprehensive loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests 23,915 56,764 27,998
Comprehensive loss attributable to common stockholders of BridgeBio $ (562,863) $ (448,786) $ (260,333)
v3.22.0.1
Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjusted Balance
Initial Public Offering
Equity Compensation Plans
Employee Stock Purchase Plan
Satisfy Tax Withholding
Redeemable Convertible Noncontrolling Interests
Common Stock
Common Stock
Initial Public Offering
Common Stock
Equity Compensation Plans
Common Stock
2020 Stock and Equity Award Exchange Program
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
Initial Public Offering
Additional Paid-In Capital
Equity Compensation Plans
Additional Paid-In Capital
2020 Stock and Equity Award Exchange Program
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
Initial Public Offering
Parent
Equity Compensation Plans
Parent
2020 Stock and Equity Award Exchange Program
Parent
Employee Stock Purchase Plan
Parent
Satisfy Tax Withholding
Noncontrolling Interests
Noncontrolling Interests
2020 Stock and Equity Award Exchange Program
Beginning balance at Dec. 31, 2018 $ 377,240             $ 92             $ 494,231               $ (179,444)   $ 314,879             $ 62,361  
Temporary equity, beginning balance at Dec. 31, 2018             $ 122                                                    
Beginning balance, shares at Dec. 31, 2018               92,057,704                                                  
Issuance of shares       $ 8 $ 921         $ 8                   $ 921               $ 8   $ 921      
Issuance of shares, shares                   7,961,866   63,717                                          
Stock-based compensation 15,198                           15,198                   15,198                
Repayment of nonrecourse notes 179                           179                   179                
Issuance of common stock, net of underwriters discounts and issuance costs     $ 366,237           $ 24               $ 366,213                   $ 366,237            
Issuance of common stock, net of underwriters discounts and issuance costs, shares                 23,575,000                                                
Unrealized gain (loss) on available-for-sale securities 254                                         $ 254     254                
Issuance (repurchase) of noncontrolling interest 1,206                                                             1,206  
Temporary Equity, issuance (repurchase) of noncontrolling interest             3,196                                                    
Transfers from (to) noncontrolling interest (1,803)                           (28,635)                   (28,635)             26,832  
Temporary Equity, transfers from (to) noncontrolling interest             1,803                                                    
Net loss (285,707)                                           (260,587)   (260,587)             (25,120)  
Temporary Equity, net loss             (2,878)                                                    
Ending balance at Dec. 31, 2019 473,733             $ 124             848,107             254 (440,031)   408,454             65,279  
Temporary equity, ending balance at Dec. 31, 2019             2,243                                                    
Ending balance, shares at Dec. 31, 2019               123,658,287                                                  
Issuance of shares       3,711 1,205           $ 1             $ 3,711 $ 1,673 1,205               3,711 $ 1,674 1,205     $ (1,674)
Issuance of shares, shares                   919,502 655,719 49,696                                          
Stock-based compensation 36,530                           36,530                   36,530                
Equity component of 2027 Notes, net of issuance costs and deferred tax liability 168,078                           168,078                   168,078                
Purchase of capped calls (49,280)                           (49,280)                   (49,280)                
Repurchase of common stock (75,000)                         $ (75,000)                     (75,000)                
Repurchase of common stock, shares               (2,414,681)           2,414,681                                      
Repurchase of common stock to satisfy tax withholding, value           $ (714)                             $ (714)                   $ (714)    
Repurchase of shares to satisfy tax withholding, shares                         (19,134)                                        
Unrealized gain (loss) on available-for-sale securities (62)                                         (62)     (62)                
Issuance (repurchase) of noncontrolling interest 50,828                                                             50,828  
Temporary Equity, issuance (repurchase) of noncontrolling interest             2,102                                                    
Transfers from (to) noncontrolling interest (1,843)                           12,034                   12,034             (13,877)  
Temporary Equity, transfers from (to) noncontrolling interest             1,843                                                    
Net loss (500,930)                                           (448,724)   (448,724)             (52,206)  
Temporary Equity, net loss             (4,558)                                                    
Ending balance at Dec. 31, 2020 106,256             $ 125           $ (75,000) 1,021,344             192 (888,755)   57,906             48,350  
Ending balance (ASU 2020-06) at Dec. 31, 2020   $ (153,750)                           $ (168,078)               $ 14,328   $ (153,750)              
Temporary equity, ending balance at Dec. 31, 2020 1,630           1,630                                                    
Ending balance, shares at Dec. 31, 2020               122,849,389           2,414,681                                      
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 shares       $ 16,645 $ 3,821         $ 3               $ 16,642   $ 3,821               $ 16,645   $ 3,821      
Issuance of shares, shares                   2,085,286   116,222                                          
Stock-based compensation 89,823                           89,823                   89,823                
Purchase of capped calls (61,295)                           (61,295)                   (61,295)                
Fair value of PellePharm noncontrolling interest on consolidation             5,074                                                    
Repurchase of common stock (200,000)                         $ (200,000)                     (200,000)                
Repurchase of common stock, shares               (3,777,080)           3,777,080                                      
Repurchase of common stock to satisfy tax withholding, value           $ (4,747)                             $ (4,747)                   $ (4,747)    
Repurchase of shares to satisfy tax withholding, shares                         (86,940)                                        
Unrealized gain (loss) on available-for-sale securities (324)                                         (324)     (324)                
Issuance (repurchase) of noncontrolling interest 6,240                                                             6,240  
Temporary Equity, issuance (repurchase) of noncontrolling interest             3,500                                                    
Transfers from (to) noncontrolling interest 3,455                           (2,124)                   (2,124)             5,579  
Temporary Equity, transfers from (to) noncontrolling interest             (3,456)                                                    
Net loss (581,129)                                           (562,539)   (562,539)             (18,590)  
Temporary Equity, net loss             (5,325)                                                    
Ending balance at Dec. 31, 2021 (867,002)             $ 154           $ (275,000) $ 841,530             $ (132) $ (1,436,966)   $ (870,414)             $ 3,412  
Temporary equity, ending balance at Dec. 31, 2021 $ 1,423           $ 1,423                                                    
Ending balance, shares at Dec. 31, 2021               147,343,323           6,191,761                                      
v3.22.0.1
Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2021
Repurchase of Eidos noncontrolling interests for cash and shares, transaction costs   $ 70,734
Common Stock | Initial Public Offering    
Stock issuance costs $ 34,538  
Shares issued, price per share $ 17.00  
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating activities:      
Net loss $ (586,454,000) $ (505,488,000) $ (288,585,000)
Adjustments to reconcile net loss to net cash used in operating activities:      
Stock-based compensation 99,505,000 58,459,000 21,374,000
Depreciation and amortization 5,843,000 1,456,000 859,000
Noncash lease expense 5,611,000 3,088,000  
Net gains from investment in equity securities (29,914,000) 0 0
Accretion of debt 5,795,000 17,737,000 1,509,000
Fair value adjustment of warrants 1,197,000 (3,338,000)  
LEO call option expense (income) (5,550,000) 1,472,000 1,069,000
Loss on early extinguishment of debt 3,337,000    
Share in net loss of equity method investments     20,869,000
Fair value of shares issued under license agreements   6,014,000 220,000
Acquired in-process research and development assets   4,727,000 3,560,000
Other noncash adjustments 7,092,000 1,225,000 (3,547,000)
Changes in operating assets and liabilities:      
Receivable from licensing and collaboration agreements (19,749,000)    
Receivable from a related party   2,845,000 (2,845,000)
Prepaid expenses and other current assets (4,262,000) (7,059,000) (10,647,000)
Other assets (9,816,000) (2,146,000) (16,929,000)
Accounts payable 2,833,000 (735,000) (4,657,000)
Accrued compensation and benefits 7,378,000 8,589,000 9,270,000
Accrued research and development liabilities 11,178,000 6,170,000 11,981,000
Accrued professional services 2,157,000 2,407,000 1,450,000
Operating lease liabilities (6,122,000) (3,472,000)  
Other accrued and other long-term liabilities 12,007,000 8,335,000 1,462,000
Net cash used in operating activities (497,934,000) (399,714,000) (253,587,000)
Investing activities      
Purchases of marketable securities (589,892,000) (287,852,000) (212,899,000)
Maturities of marketable securities 380,200,000 249,137,000  
Sales of marketable securities 62,691,000    
Purchases of investment in equity securities (53,383,000)    
Sales of investment in equity securities 34,150,000    
Increase in cash and cash equivalents from consolidation of PellePharm 13,654,000    
Acquisition of intangible assets (35,000,000)    
Purchases of property and equipment (13,246,000) (7,518,000) (2,638,000)
Others   (6,760,000) (1,716,000)
Net cash used in investing activities (200,826,000) (52,993,000) (217,253,000)
Financing activities      
Proceeds from issuance of common stock in connection with initial public offering     366,237,000
Proceeds from issuance of 2029 Notes in 2021 and 2027 Notes in 2020 747,500,000 550,000,000  
Issuance costs and discounts associated with issuance of 2029 Notes and 2027 Notes (16,064,000) (13,039,000)  
Purchase of capped calls (61,295,000) (49,280,000)  
Repurchase of common stock (200,000,000) (75,000,000)  
Proceeds from issuance of noncontrolling interest to Alexion     23,309,000
Repayment of term loans (124,119,000)    
Proceeds from term loans, net of issuance costs 456,296,000   36,939,000
Proceeds from at-the-market issuance of noncontrolling interest by Eidos   24,094,000 23,927,000
Proceeds from issuance of noncontrolling interests 3,500,000 2,000,000 1,500,000
Repurchase of Eidos noncontrolling interest, including direct transaction costs (85,090,000)    
Repurchase of noncontrolling interest   (5,000,000) (55,011,000)
Proceeds from BridgeBio common stock issuances under ESPP 3,821,000 1,205,000 921,000
Repurchase of shares to satisfy tax withholding (4,746,000) (714,000)  
Proceeds from stock option exercises, net of repurchases 16,643,000 12,923,000 1,788,000
Others     (818,000)
Net cash provided by financing activities 736,446,000 447,189,000 398,792,000
Net (decrease) increase in cash, cash equivalents and restricted cash 37,686,000 (5,518,000) (72,048,000)
Cash, cash equivalents and restricted cash at beginning of period 358,679,000 364,197,000 436,245,000
Cash, cash equivalents and restricted cash at end of period 396,365,000 358,679,000 364,197,000
Supplemental Disclosures of Cash Flow Information:      
Cash paid for interest 29,774,000 15,322,000 6,092,000
Supplemental Disclosures of Non-Cash Investing and Financing Information:      
Deferred merger transaction costs included in accounts payable and accrued professional services   1,842,000  
Leasehold improvements paid by landlord 2,449,000   2,097,000
Transfers (from) to noncontrolling interest (Note 6) (2,124,000) 12,034,000 (28,635,000)
Recognition of property and equipment previously classified in other assets   10,000,000  
Non-cash contribution by a noncontrolling interest 21,600,000 4,727,000  
Unpaid property and equipment 563,000 $ 1,101,000  
Intangible assets recorded in other accrued and other long-term liabilities 12,500,000    
Unpaid debt issuance costs 1,120,000    
Build-to-suit funding liability accrual (Note 14)     8,000,000
Fair value of success fee derivative at issuance of Eidos Term Loan     $ 1,148,000
Net noncash portion of repurchase of Eidos noncontrolling interests 38,168,000    
Direct transaction costs in the repurchase of Eidos recorded in Additional paid-in capital previously classified in prepaid expenses and other current assets $ 8,749,000    
v3.22.0.1
Organization and Description of Business
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Description of Business
1.
Organization and Description of Business

BridgeBio Pharma, Inc. (“BridgeBio” or the “Company”) was established to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which are diseases that arise from defects in a single gene, and cancers with clear genetic drivers. BridgeBio’s pipeline of programs ranges from early science to advanced clinical trials and its commercial organization is focused on delivering the Company’s two approved therapies.

On July 1, 2019, BridgeBio completed the 2019 Reorganization, whereby all unitholders of BridgeBio Pharma LLC (“BBP LLC”) exchanged their units for shares of common stock of BridgeBio, and BBP LLC became a wholly-owned subsidiary of BridgeBio, and closed the Initial Public Offering (“IPO”) of its common stock. 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.

The results of operations and cash flows prior to the IPO closing on July 1, 2019 relate to BBP LLC, its subsidiaries and controlled entities. Subsequent to the IPO closing, the information relates to BridgeBio, its subsidiaries and controlled entities. All share and per share amounts in these consolidated financial statements and related notes were retroactively adjusted, where applicable, for the comparable periods presented to give effect to the exchange ratio applied in connection with the 2019 Reorganization.
v3.22.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2.
Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of BridgeBio Pharma, Inc., its wholly-owned subsidiaries and controlled entities, 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 consolidated statements of operations equal to the percentage of the economic or ownership interests 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. Refer to Note 5.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) 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, and our cash flows for the periods presented. The results of operations for the years ended December 31, 2021, 2020 and 2019 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 period.

Presentation Reclassifications

Certain reclassifications have been made to the consolidated statements of cash flows for the year ended December 31, 2020 and 2019 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.

Variable Interest Entities and Voting Interest Entities

BridgeBio consolidates those entities in which it has a direct or indirect controlling financial interest based on either the VIE model or the VOE model.

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.

To assess whether BridgeBio has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, BridgeBio considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (management and representation on the Board of Directors) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.

To assess whether BridgeBio has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, BridgeBio considers all of its economic interests, which primarily include equity investments in preferred and common stock and issuance of notes that are convertible into preferred stock, that are deemed to be variable interests in the VIE. This assessment requires BridgeBio to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE’s capital structure, and the reasons why the interests are held by BridgeBio.

At the VIE’s inception, BridgeBio determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. We have determined that the consolidated VIEs, in which BridgeBio is the primary beneficiary, individually meet the definition of a business. There are no significant restrictions on the assets and liabilities of BridgeBio’s consolidated VIEs. BridgeBio then performs ongoing reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation and disclosure conclusions are required each reporting period.

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, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating, or liquidation rights. Refer to Note 5.

Equity Method and Other Equity Investments

We utilize the equity method to account for investments when we possess the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. We apply the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

In applying the equity method, we record the investment at cost unless the initial recognition is the result of the deconsolidation of a subsidiary, in which case it is recorded at fair value. We subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee based on our percentage of common stock ownership during the respective reporting period. Payments to investees such as additional investments, loans, and expenses incurred on behalf of investees, as well as payments from investees such as dividends, distributions, and repayments of loans are recorded as adjustments to the carrying value of the investment. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses may be recorded if we have other investment in the investee not accounted for under the equity method, have guaranteed obligations of the investee, or we are otherwise committed to provide further financial support for the investee.

We account for investments at fair value when we do not have significant influence over the investee. In the absence of readily determinable fair value, we measure the investment at cost less impairment plus or minus observable price changes, if any. We recognize income for any dividends declared from the distribution of the investee’s earnings.

As of December 31, 2020, we had an equity method and equity security investments in PellePharm. The equity security investments in PellePharm were without a readily determinable fair value and were carried at cost less impairment plus or minus observable price changes. PellePharm became a consolidated VIE in April 2021. As of December 31, 2020, we had an equity method investment in LianBio representing ordinary shares held by BBP LLC. We started accounting for the investment in LianBio under Accounting Standards Codification (“ASC”) 321, Investments — Equity Securities in November 2021. Refer to Note 7 for further discussion on the PellePharm and LianBio investments, both of which are no longer accounted for as equity method investments as of December 31, 2021. We no longer have any equity method investments as of December 31, 2021.

Under the equity method of accounting, our investments are reviewed for indicators of impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. Factors that may be indicative of an impairment include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity and a current fair value of an investment that is less than its carrying amount. Indicators that a decline in value may be other-than-temporary include the length of time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and our ability to retain our investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value and general market conditions. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions. No impairment charge was recognized for the years ended December 31, 2021, 2020 and 2019 related to our equity method investments.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. Our cash, cash equivalents and restricted cash are held in financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to the financial institutions.

We are subject to certain risks and uncertainties and we believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which we rely, development of sales channels, protection of our intellectual property, litigation or claims against us based on intellectual property, patent, product, regulatory, clinical or other factors, and our ability to attract and retain employees necessary to support our growth.

We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expects to continue to rely on a small number of manufacturers to supply us with our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs.

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, the resources of healthcare providers and hospitals have been focused on fighting the virus and any variants of the virus, 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. 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 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 consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying 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,
•
accounting for stock-based award modifications,
•
the present value of lease payments of our leases on the respective lease commencement dates,
•
the expected recoverability and estimated useful lives of our long-lived assets,
•
the fair value of the LEO call option liability up until its termination (see Note 7), and
•
the fair value of the liability component of our 2.50% convertible senior notes due 2027 (the “2027 Notes”) in 2020 prior to our adoption of 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”, see succeeding section and Note 10).

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.

Restricted Cash

Under certain lease agreements and letters of credit, we have pledged cash and cash equivalents as collateral. As of December 31, 2021 and 2020, restricted cash related to such agreements was $2.6 million.

Cash, Cash Equivalents and Marketable Securities

We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. 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. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included as a component of shareholders’ equity (deficit). We classify our marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity which is included in interest income on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.

Our cash, cash equivalents and marketable securities are exposed to credit risk in the event of default by the third parties that hold or issue such assets. Our cash, cash equivalents and marketable securities are held by financial institutions that management believes are of high credit quality. Our investment policy limits investments to fixed income securities denominated and payable in U.S. dollars such as corporate bonds, corporate commercial paper, U.S. government obligations, and money market funds, and places restrictions on maturities and concentrations by type and issuer.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

393,772

 

 

$

356,082

 

 

$

363,773

 

Restricted cash — Included in “Prepaid expenses and other current assets”

 

 

177

 

 

 

139

 

 

 

—

 

Restricted cash — Included in “Other assets”

 

 

2,416

 

 

 

2,458

 

 

 

424

 

Total cash, cash equivalents and restricted cash
   shown in the consolidated statements of
   cash flows

 

$

396,365

 

 

$

358,679

 

 

$

364,197

 

 

Investment in Equity Securities

We have investment in equity securities of public companies starting in 2021. We measure the fair value of our investment in equity securities at each reporting period in accordance with ASC 321. Changes in fair value resulting from observable price changes are included in “Other income (expense), net” in our consolidated statements of operations. Upon sale of an equity security, any realized gain or loss is recognized in our consolidated statements of operations. We generally classify our investment in equity securities as a noncurrent asset. We classify our investment in equity securities as a current asset if we intend to liquidate these shares to fund current operations, should the need arise.

Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment we exercise in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, receivable from licensing and collaboration agreements, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values, due to their short-term nature.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment are calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the life of the assets are expensed when incurred. Upon sale or retirement of assets, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

The estimated useful lives of our property and equipment are as follows:

 

 

 

 

Furniture and office equipment

 

3 - 5 years

Laboratory and machinery equipment

 

5 - 15 years

Leasehold improvements

 

Shorter of remaining lease term or estimated useful life of the related asset

 

Depreciation and amortization expense of property and equipment was $3.3 million for the year ended December 31, 2021. Depreciation and amortization expense was not material for the years ended December 31, 2020 and 2019.

Leases

Our lease portfolio includes leases for our headquarters, office spaces, and laboratory facilities. We determine if an arrangement is a lease at the inception of the contract. The asset component of our operating leases is recorded as “Operating lease right-of-use assets”, and the liability component is recorded as “Operating lease liabilities, current portion” and “Operating lease liabilities, net of current portion” in our consolidated balance sheets. The asset component of our finance leases is included in “Property and equipment, net”, and current and noncurrent finance lease liabilities are presented as part of “Other accrued liabilities” and “Other long-term liabilities”, respectively, in our consolidated balance sheets. Assets under finance leases are depreciated in a manner similar to other property and equipment.

Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Right-of-use assets are adjusted for lease incentive amounts expected to be received. On the lease commencement date, we estimate and include in our lease payments any lease incentive amounts based on future events when (1) the events are within our control and (2) the event triggering the right to receive the incentive is deemed reasonably certain to occur. If the lease incentive received is greater or less than the amount recognized at lease commencement, we recognize the difference as an adjustment to right-of-use asset and/or lease liability, as applicable.

Right-of-use assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset, which is generally straight-line, over the shorter of the lease term or the useful life of the right-of-use asset. We recognize variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease.

Asset Acquisitions

We measure and recognize asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances 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. Refer to Note 14 for impairment of certain long-lived assets recognized for the year ended December 31, 2021.

Segments

We determined that we are a single operating and reportable segment, which is the business of identifying and advancing transformative medicines to treat patients. We operate in one segment because our business offerings have similar economics and other characteristics, including the nature of products and manufacturing processes, types of customers, distribution methods, and regulatory environment. We are comprehensively managed as one business segment by the Chief Operating Decision Maker, which is our Chief Executive Officer.

Revenue from license and collaborative arrangements are attributed to regions based on the headquarters of the partner.

•
For the year ended December 31, 2021, approximately 80% and 13% of our total revenue is from Helsinn Healthcare S.A. (“HHC”) with headquarters located in Switzerland and from LianBio with headquarters located in Shanghai, China.
•
For the year ended December 31, 2020, approximately 97% of our total revenue is from LianBio.
•
For the year ended December 31, 2019, approximately 66% of our total revenue is from Alexion Pharmaceuticals with headquarters located in the United States and 34% with LianBio.

As of December 31, 2021, our capitalized property and equipment located in the United States and Canada is approximately 85% and 15%, respectively. Our capitalized property and equipment is primarily located in the United States as of December 31, 2020.

Capped Call Transactions

In January 2021 and March 2020, in connection with the issuance of the 2.25% convertible senior notes due 2029 (the “2029 Notes”) and the 2027 Notes, respectively (see Note 10), BridgeBio entered into certain capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the holders of BridgeBio’s common stock upon any conversion of the Notes and/or offset any cash payments BridgeBio is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on the cap price (see Note 10). The capped calls meet the conditions outlined in ASC 815-40, Derivatives and Hedging, to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met.

Debt Issuance Costs

Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest, we present debt issuance costs on the consolidated balance sheets as a direct deduction from the associated debt.

Prior to our adoption of ASU 2020-06, a portion of debt issuance costs incurred in connection with the 2027 Notes issued in March 2020 was allocated to the equity component and was recorded as a reduction to additional paid in capital, which was not amortized to interest expense over the estimated life of the related debt. Upon early adoption effective as of January 1, 2021, we no longer separately account for the liability and equity components of the 2027 Notes. See Note 10 for detailed discussion on the 2027 Notes.

Treasury Stock

Repurchased treasury stock is recorded at cost, including any commissions and fees.

License Arrangements and Multiple-Element Arrangements

Revenue from non-refundable, upfront license or technology access payments under license arrangements that are not dependent on any future performance by us is recognized when control of the license is transferred to our customer and our customer is able to benefit from the license. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation.

When we enter into license agreements, we assess whether the arrangements fall within the scope of 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 activities between us and our partner fall within the scope of other accounting literature. If we conclude that payments for activities from our partner to us represent consideration from a customer, such as license fees and contract manufacturing and research and development activities, we account for those elements within the scope of ASC 606, Revenue from Contracts with Customers. 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 present 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 present 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. 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 Fees: 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.

Product Sales: Revenue is recognized when our customers obtain control of the product and revenue is adjusted to reflect discounts, chargebacks, rebates, returns and other allowances associated with the respective sales.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses consist of salaries, benefits and other personnel related costs including stock-based compensation expense, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain research and development activities on our behalf, and allocated facility and other related costs. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed.

Accrued Research and Development Liabilities

We record accruals for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and include these costs in accrued research and development liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations. These costs are a significant component of our research and development expenses.

Examples of estimated research and development expenses that we accrue include:

•
fees paid to CROs in connection with preclinical and toxicology studies and clinical trials;
•
fees paid to investigative sites in connection with clinical trials;
•
fees paid to CMOs in connection with the production of product and clinical trial materials; and
•
professional service fees for consulting and related services.

We base our expense accruals related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors, such as the successful enrollment of patients and the completion of clinical trial milestones. Our service providers generally invoice us monthly in arrears for services performed. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. We record advance payments to service providers as prepaid assets.

We record accruals for the estimated costs of our contract manufacturing activities performed by third parties. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows to our vendors. Payments under the contracts include upfront payments and milestone payments, which depend on factors such as the achievement of the completion of certain stages of the manufacturing process. For purposes of recognizing expense, we assess whether we consider the production process sufficiently defined to be considered the delivery of a good or the delivery of a service, where processes and yields are developing and less certain. If we consider the process to be the delivery of a good, we recognize expense when the drug product is delivered, or we otherwise bear risk of loss. If we consider the process to be the delivery of a service, we recognize expense based on our best estimates of the contract manufacturer’s progress towards completion of the stages in the contract. We base our estimates on the best information available at the time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. Any increases or decreases in cost are generally considered to be changes in estimates and will be reflected in research and development expenses in the period identified.

Milestone and Royalty Payments Under Asset Acquisitions, In-licensing and Other Agreements

Under our asset acquisitions, in-licensing, and other agreements, we could be required to pay development, regulatory, and sales-based milestone payments if certain substantive milestones are met. We generally expense development milestones as incurred. For regulatory or sales-based milestones that are associated with an approved asset, we capitalize the milestone payments related to the asset purchase as a finite-lived intangible asset provided that the milestone payment is recoverable based on our estimated projected cash flows and if the asset has alternative future use. Such intangible asset is amortized over its estimated useful life on a straight-line basis, beginning on the date the asset is acquired, which would generally be the regulatory approval date. We assess the carrying value of our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Recoverability of finite-lived intangible assets is measured by comparison of the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate.

We could also be required to pay royalties based on actual net sales under in-licensing agreements and asset acquisitions. Such royalties are expensed in the period of sale of the product.

Stock-Based Compensation

Stock-based compensation arrangements include stock option grants, restricted stock awards (“RSA”), and restricted stock units (“RSU”) awards under our equity incentive plans, as well as shares issued under our Employee Stock Purchase Plan (“ESPP”), through which employees may purchase our common stock at a discount to the market price.

We use the Black‑Scholes‑Merton option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire shares granted under our ESPP. The Black‑Scholes‑Merton option valuation model requires the use of assumptions, including the expected term of the award and the expected share price volatility. We use the “simplified” method to estimate the expected option term.

Stock-based compensation is measured at the grant date for all stock-based awards made to employees and non-employees based on the fair value of the awards. Compensation expense for purchases under the ESPP is recognized based on the fair value of the award on the date of offering. Stock-based compensation is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The estimated fair value of equity awards that contain performance conditions is expensed using an accelerated method over the term of the award once we have determined that it is probable that performance milestones will be achieved. Compensation expense for equity-classified awards that contain performance conditions is measured based on the grant date fair value of the award. Compensation expense for liability-classified awards that contain performance conditions is initially measured based on the grant date fair value of the award and is remeasured at fair value at each reporting date until the date of settlement. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. We assess the probability of the performance milestones being met on a continuous basis. The grant date fair value of awards with a market condition is determined using a Monte Carlo valuation model and the compensation expense is recognized over the implied service period.

We have elected to recognize the actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur.

Stock-based compensation is recorded in research and development expense, and selling, general and administrative expense based on the function of the applicable employee and non-employee.

Accrued Milestone Compensation Arrangements

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 (1) cash, (2) equity of BridgeBio, or (3) cash or equity of BridgeBio at our sole election, upon achievement of each contingent milestone. For arrangements that involve settlement by cash or equity of BridgeBio at our sole election, we will classify the milestone compensation arrangements as liability-classified awards when it is probable of achievement because of the possible fixed monetary amounts settlement outcomes. The arrangements would also result in settlement with a variable number of shares based on the then-current stock price at achievement date of each contingent milestone should we elect to settle in equity.

We record accruals for the compensation expense arising from each development milestone when the specific contingent development milestone is probable of achievement and such accruals are measured at each reporting period. We estimate the probability of achieving such milestones based on the progression and expected outcome of the related clinical programs. We base our estimates on the best available information at that time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to milestone compensation expenses in future periods. Any increases or decreases in such expenses are generally considered to be changes in estimates and will be reflected in the period identified.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

For U.S. federal income tax purposes, we are required to file a consolidated U.S. federal income tax return for the consolidated entities which meet the requirements as prescribed by the consolidated regulations. Those entities that do not meet the threshold to be included in the consolidated filing continue to file separate U.S. federal income tax returns. We are required to assess stand-alone valuation allowances separately in each entity even though we consolidate their financial results in the consolidated financial statements. We continue to file combined state tax returns in most jurisdictions. As a result, we continue to assess the state portion of valuation allowance for those jurisdictions on a consolidated basis.

We evaluate our deferred tax assets regularly to determine whether adjustments to the valuation allowance are appropriate due to changes in facts or circumstances, such as changes in expected future pre-tax earnings, tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. Our material assumptions are our forecasts of future pre-tax earnings and the nature and timing of future deductions and income represented by the deferred tax assets and liabilities, all of which involve the exercise of significant judgment. Although we believe our estimates are reasonable, we are required to use significant judgment in determining the appropriate amount of valuation allowance recorded against deferred tax assets.

We recognize uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. Changes in recognition or measurement are reflected in the period in which judgment occurs. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes. To date, there have been no interest or penalties recorded in relation to unrecognized tax benefits.

LEO Call Option Liability

We accounted for the LEO Call Option as a current liability as we had the obligation to sell our PellePharm shares to LEO at a pre-determined price if the option is exercised. The LEO Call Option liability was recorded at fair value upon execution of the LEO Agreement. The LEO Call Option liability was subject to remeasurement to fair value at each balance sheet date until the LEO Call Option was either exercised, terminated or it expired as it did not qualify for equity classification. Any change in the fair value of the LEO Call Option liability was recognized as a component of “Other income (expense), net” in the consolidated statements of operations. The LEO Call Option was terminated by LEO in 2021 and, therefore, no longer outstanding as of December 31, 2021. Refer to Notes 3 and 7 for further discussion.

Net Loss per Share Attributable to Common Stockholders of BridgeBio

Basic net loss per share attributable to common stockholders of BridgeBio is calculated by dividing the net loss by the weighted-average number of shares of BridgeBio’s common stock outstanding for the period, without consideration for potential dilutive shares of common stock, such as such as stock options, unvested restricted stock units and awards and performance-based milestone compensation awards, shares issuable under the employee stock purchase plan and assumed conversion of our 2029 and 2027 Notes. The common stock equivalents of performance-based milestone compensation arrangements are included as potentially dilutive shares only if the performance condition has been met as of the end of the reporting period. Shares of common stock subject to repurchase are excluded from the weighted-average shares. Since we were in a loss position for all periods presented, basic net loss per share attributable to common stockholders of BridgeBio is the same as diluted net loss per share attributable to common stockholders of BridgeBio since the effects of potentially dilutive securities are antidilutive.

Prior to the 2019 Reorganization, BBP LLC’s equity structure included issuances of redeemable convertible preferred units. No adjustment for cumulative returns on the redeemable convertible preferred units has been applied to the calculation of basic and diluted net loss per share attributable to common stockholders of BridgeBio, since such units were retroactively adjusted as if the 2019 Reorganization occurred at the beginning of the earliest period presented in our financial statements. See Note 15 to for additional details.

Recently Adopted Accounting Pronouncements

ASU 2020-06. In August 2020, the FASB issued ASU 2020-06, which simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either through a modified retrospective method or a full retrospective method of transition.

Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective method with respect to our 2027 Notes. As a result of the adoption, we no longer separately account 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; and, instead, account for our 2027 Notes wholly as debt. This also resulted in the derecognition of a deferred tax liability, which represented a basis difference in the face value of the 2027 Notes due to the previous allocation of portion of the proceeds to the equity component. Additionally, we recorded a cumulative adjustment to decrease our opening accumulated deficit balance as of January 1, 2021, representing a reduction in previously recorded interest expense accretion to the principal amount of our 2027 Notes through December 31, 2020. The following table summarizes the adjustments made to our consolidated balance sheet as of January 1, 2021 as a result of applying the modified retrospective method in adopting ASU 2020-06:

 

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

 

December 31,

2020

 

 

Account 2027 Notes wholly as debt

 

 

Cumulative impact on interest expense

 

 

January 1,

2021

 

 

 

(in thousands)

 

2027 Notes, net

 

$

383,436

 

 

$

169,173

 

 

$

(14,328

)

 

$

538,281

 

Other long-term liabilities (1)

 

 

9,520

 

 

 

(1,095

)

 

$

—

 

 

 

8,425

 

Additional paid-in capital

 

 

1,021,344

 

 

 

(168,078

)

 

 

—

 

 

 

853,266

 

Accumulated deficit

 

 

(888,755

)

 

 

—

 

 

 

14,328

 

 

 

(874,427

)

 

(1) Related deferred tax liability was recorded as part of “Other long-term liabilities.”

Under this transition method, we did not restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2021 in accordance with the pre-ASU 2020-06 guidance under ASC 470-20, Debt: Debt with Conversion and Other Options.

The adoption did not impact previously reported amounts in our consolidated statements of operations and cash flows and our basic and diluted net loss per share amounts. 
v3.22.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
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:

 

 

 

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

 

 

 

—

 

Short-term 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 short-term 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

 

 

 

 

December 31, 2020

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

266,437

 

 

$

266,437

 

 

$

—

 

 

$

—

 

Short-term marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills

 

 

14,999

 

 

 

—

 

 

 

14,999

 

 

 

—

 

U.S. treasury notes

 

 

45,391

 

 

 

—

 

 

 

45,391

 

 

 

—

 

Commercial paper

 

 

144,851

 

 

 

—

 

 

 

144,851

 

 

 

 

Corporate debt securities

 

 

45,770

 

 

 

—

 

 

 

45,770

 

 

 

—

 

Total short-term marketable securities

 

 

251,011

 

 

 

—

 

 

 

251,011

 

 

 

—

 

Warrants in a LianBio subsidiary

 

 

3,338

 

 

 

—

 

 

 

—

 

 

 

3,338

 

Total financial assets

 

$

520,786

 

 

$

266,437

 

 

$

251,011

 

 

$

3,338

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

LEO call option liability

 

$

5,550

 

 

$

—

 

 

$

—

 

 

 

5,550

 

Embedded derivative

 

 

1,340

 

 

 

—

 

 

 

—

 

 

 

1,340

 

Total financial liabilities

 

$

6,890

 

 

$

—

 

 

$

—

 

 

$

6,890

 

 

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 instruments 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 December 31, 2021, we have an investment in LianBio whose fair value amounted to $30.8 million. 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 upon LianBio’s IPO (see Note 7). The LianBio shares are subject to a lock-up agreement, which restricts 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 $18.3 million.

We classify our investment in equity securities, which are 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 for the year ended December 31, 2021 consisted of the following:

 

 

 

Total

 

 

 

(in thousands)

 

Unrealized gain on conversion from equity method investment
  to investment in equity securities

 

$

68,538

 

Net realized gains recognized on investment in equity securities sold

 

 

2,206

 

Net unrealized losses recognized on investment in equity securities
  held as of the end of the period

 

 

(40,830

)

Total net gains included in “Other income (expense), net”

 

$

29,914

 

 

 

 

 

 

There were no such gains and losses during the comparative periods.

LianBio Warrant and Warrants in a LianBio subsidiary

As of December 31, 2020, our subsidiary, QED Therapeutics, Inc. (“QED”), held warrants which entitle QED to purchase shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones. The valuation of these warrants contained unobservable inputs that reflected management’s own assumptions for which there was little, if any, market activity at the measurement date. Accordingly, these warrants were remeasured to fair value on a recurring basis using unobservable inputs that were classified as Level 3 inputs.

As discussed in Note 7, the warrants in a LianBio subsidiary were converted into a warrant to purchase shares of LianBio (the “LianBio Warrant”). 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.

LEO Call Option Liability

The valuation of the LEO Call Option (see Note 7) contained unobservable inputs that reflected management’s own assumptions for which there was little, if any, market activity at the measurement date. Accordingly, the LEO Call Option liability was remeasured to fair value on a recurring basis using unobservable inputs that were classified as Level 3 inputs.

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. The following table sets forth a summary of the change in the estimated fair value of the LEO call option liability recorded in “Other income (expense), net”:

 

 

 

Total

 

 

 

(in thousands)

 

Balance as of January 1, 2019

 

$

3,009

 

Change in fair value upon remeasurement

 

 

1,069

 

Balance as of December 31, 2019

 

 

4,078

 

Change in fair value upon remeasurement

 

 

1,472

 

Balance as of December 31, 2020

 

 

5,550

 

Change in fair value upon notice of termination of the LEO call option

 

 

(5,550

)

Balance as of December 31, 2021

 

$

—

 

 

 

 

 

 

Historically, we estimated the fair value of the LEO call option by estimating the fair value of various clinical, regulatory, and sales milestones based on the estimated risk and probability of achievement of each milestone, and allocated the value using a Black-Scholes option pricing model. The following assumptions were used in the valuation as of December 31, 2020:

 

 

 

December 31,

 

 

2020

Probability of milestone achievement

 

12.0%-84.0%

Discount rate

 

0.1%-14.3%

Expected term (in years)

 

1.25-6.25

Expected volatility

 

80.0%-95.0%

Risk-free interest rate

 

1.16%-1.53%

Dividend yield

 

—

 

Notes

The fair value of our 2029 Notes and our 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 December 31, 2021, 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 $444.8 million and $407.1 million, respectively, based on their market prices on the last trading day for the period. As of December 31, 2020, the estimated fair value of the 2027 Notes was $997.9 million based on the market price on the last trading day for the period.

Term Loans

The fair value of our outstanding term loan as of December 31, 2021 (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 December 31, 2021 approximates the carrying amount as the term loan was issued close to the reporting period.

The estimated fair value of our outstanding term loans as of December 31, 2020 approximates the carrying amount, as the term loans bear floating rates that approximate the market interest rates.

v3.22.0.1
Cash Equivalents and Marketable Securities
 12 Months Ended
Dec. 31, 2021
Cash Equivalents And Marketable Securities [Abstract]  
Cash Equivalents and Marketable Securities
4.
Cash Equivalents and Marketable Securities

We invest in certain U.S. government money market funds classified as cash equivalents. The 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:

 

 

 

December 31, 2021

 

 

 

Amortized
Cost Basis

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Estimated
Fair Value

 

 

 

(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

 

Short-term 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 short-term marketable securities

 

 

393,873

 

 

 

2

 

 

 

(132

)

 

 

393,743

 

Total cash equivalents and
  marketable securities

 

$

626,976

 

 

$

2

 

 

$

(134

)

 

$

626,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Amortized
Cost Basis

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Fair Value

 

 

 

(in thousands)

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

266,437

 

 

$

—

 

 

$

—

 

 

$

266,437

 

Short-term marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills

 

 

14,996

 

 

 

3

 

 

 

—

 

 

 

14,999

 

U.S. treasury notes

 

 

45,292

 

 

 

100

 

 

 

(1

)

 

 

45,391

 

Commercial paper

 

 

144,851

 

 

 

—

 

 

 

—

 

 

 

144,851

 

Corporate debt securities

 

 

45,680

 

 

 

93

 

 

 

(3

)

 

 

45,770

 

Total short-term marketable securities

 

 

250,819

 

 

 

196

 

 

 

(4

)

 

 

251,011

 

Total cash equivalents and
  marketable securities

 

$

517,256

 

 

$

196

 

 

$

(4

)

 

$

517,448

 

 

There have been no significant realized gains or losses on available-for-sale securities for the periods presented. As of December 31, 2021 and 2020, our short-term marketable securities have average contractual maturities of approximately six and five months, respectively. We do not intend to sell our marketable securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost bases. We believe that we have the ability to realize the full value of all of these investments upon their respective maturities.
v3.22.0.1
Eidos
 12 Months Ended
Dec. 31, 2021
Wholly Owned Subsidiary Disclosure [Abstract]  
Eidos
5.
Eidos

From the date of BridgeBio’s initial investment until June 22, 2018, the 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 August 2, 2019, Eidos filed a shelf registration statement on Form S-3 (the “2019 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, warrants and units of any combination thereof. Eidos also simultaneously entered into an Open Market Sale AgreementSM with Jefferies LLC and SVB Leerink LLC (collectively, the “Eidos Sales Agents”), to provide for the offering, issuance and sale by Eidos of up to an aggregate offering price of $100.0 million of its common stock from time to time in “at-the-market” offerings under the 2019 Shelf and subject to the limitations thereof (the “2019 Sales Agreement”). Eidos would pay to the applicable Eidos Sales Agent cash commissions of up to 3.0 percent of the gross proceeds of sales of common stock under the 2019 Sales Agreement. Eidos issued 385,613 shares under this offering and received $23.9 million of net proceeds as of December 31, 2019. Eidos issued 448,755 shares under this offering and received $24.1 million of net proceeds in February 2020.

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 approximately 26,156,446 shares of our common stock, with a total fair value of $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 in equity amounted to $1,613.4 million and recorded as reduction in “Additional paid-in capital” for the year ended December 31, 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 have incurred transaction costs aggregating $70.7 million that were recorded in “Additional paid-in capital” for the year ended December 31, 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 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.
v3.22.0.1
Noncontrolling Interests
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Noncontrolling Interests
6.
Noncontrolling Interests

As of December 31, 2021 and 2020, we had both redeemable convertible noncontrolling interests and noncontrolling interests in consolidated partially-owned entities, for which BridgeBio has a majority voting interest under the VOE model and for which BridgeBio is the primary beneficiary under the VIE model. These balances are reported as separate components outside stockholders’ equity in “Redeemable convertible noncontrolling interests” and as part of stockholders’ equity in “Noncontrolling interests” in the 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. For the years ended December 31, 2021, 2020 and 2019, such adjustments in the aggregate amounts of $(2.1) million, $12.0 million and $(28.6) million, respectively, are recorded to additional paid-in capital. All such adjustments are disclosed within the “Transfers from (to) noncontrolling interest” line item in the consolidated statements of redeemable convertible noncontrolling interests and stockholders’ equity (deficit).

As of December 31, 2020, the significant components of the noncontrolling interest balances pertained mainly to Eidos, which amounted to $40.2 million. Upon closing and completion of the Merger Transactions with Eidos on January 26, 2021 (see Note 5), the balance of the noncontrolling interest in Eidos was reduced to zero.

v3.22.0.1
Equity Method and Other Equity Investments
 12 Months Ended
Dec. 31, 2021
Equity Method And Cost Method Investment [Abstract]  
Equity Method and Other Equity Investments
7.
Equity Method and Other Equity Investments

LianBio

LianBio is a global biopharmaceutical company focused on Greater China and major Asian markets. In October 2019, 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 and recognized as license revenue for the year ended December 31, 2019 (see Note 12). 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, can exercise significant influence over LianBio. As a result, we accounted for this investment under the equity method and LianBio was considered a related party.

The carrying value of our 10% ownership interest was reduced to zero as of December 31, 2019 after recognizing our equity share in the net losses of LianBio for the year ended December 31, 2019. As of December 31, 2020, our equity method investment in LianBio represented approximately 6% of LianBio’s fully-diluted equity.

The carrying amount of the equity method investment in LianBio in the consolidated balance sheet as of December 31, 2020 represented our maximum loss exposure related to our investment in LianBio. There were no impairments related to the LianBio investment during the periods presented in which we applied the equity method.

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. BBP LLC no longer exercises significant influence over LianBio; and, therefore, we started accounting 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 which is presented as part of “Other income (expense)” in our consolidated statement of operations for the year ended December 31, 2021. As of December 31, 2021, we recorded a $37.7 million unrealized loss for the ongoing mark-to-market adjustments of our investment.

Pursuant to a License Agreement entered into in October 2019 between QED and LianBio (the “QED-LianBio License Agreement”), QED also received warrants which entitle QED to purchase 10% of the then-fully diluted shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones. For the years ended December 31, 2020, certain contingent development milestones related to our ability to exercise the warrants to purchase shares in the LianBio subsidiary were achieved, and, as a result, we recognized changes in the fair value of the warrants of approximately $3.3 million in “Other income (expense), net” in our consolidated statements of operations for the year ended December 31, 2020. Changes in fair value of the warrants were not material for the year ended December 31, 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 consolidated statements of operations as part of “Other income (expense)”. The LianBio Warrant had a fair value of $2.1 million, which is presented as part of “Other assets” in our consolidated balance sheet as of December 31, 2021.

PellePharm

PellePharm is a clinical-stage biopharmaceutical company developing BBP-009, a topical gel formulation of patidegib, a hedgehog inhibitor, for the treatment of Gorlin Syndrome and High-Frequency Basal Cell Carcinoma. On November 19, 2018, PellePharm, Inc. entered into the LEO Agreement, pursuant to which LEO Pharma (“LEO”) was granted an exclusive, irrevocable option to acquire 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 (the “LEO Call Option Liability”, see Note 3) in our consolidated financial statements because BridgeBio was obligated to sell its 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 until the LEO call option either was exercised, terminated, or had expired.

Prior to the LEO Agreement, BridgeBio consolidated PellePharm under the VIE model. The date the LEO Agreement was entered into was determined to be a VIE reconsideration event. Based on our assessment, we had concluded that PellePharm remained a VIE after the reconsideration event as it did not have sufficient equity at risk to finance its activities without additional subordinated financial support. However, based on the then changes to PellePharm’s governance structure and composition of the board of directors as a result of the LEO Agreement, BridgeBio was no longer the primary beneficiary as it no longer had the power over the key decisions that most significantly impact PellePharm’s economic performance. Accordingly, BridgeBio deconsolidated PellePharm on November 19, 2018. After the deconsolidation in November 2018, PellePharm was considered a related party of BridgeBio.

Subsequent to the deconsolidation of PellePharm in 2018, we accounted for our retained common stock investment as an equity method investment and our retained preferred stock investment as a cost method investment. Upon adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities in 2019, we accounted for the investment in PellePharm preferred stock as an equity security without a readily determinable fair value. As of December 31, 2020, the aggregate carrying amount of our investments in PellePharm was zero. After the equity method investment was reduced to zero during the three months ended March 31, 2019, BridgeBio subsequently recorded its percentage of net losses consistent with its preferred stock ownership percentage of 61.9% until the equity security investment was also reduced to zero during the remaining period of 2019. BridgeBio's share of net losses for the year ended December 31, 2019 was not material. The carrying amount of BridgeBio’s investment in PellePharm in the consolidated balance sheets through March 31, 2021 represented its maximum loss exposure related to its VIE investment in PellePharm. There were no impairments related to our PellePharm investment through March 31, 2021.

LEO terminated the LEO Agreement effective as of April 15, 2021. The date the LEO Agreement was terminated was determined to be a VIE reconsideration event. Based on our assessment, we continue to conclude that PellePharm remains a VIE after the reconsideration event as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Based on the changes to PellePharm’s board of directors composition as a result of the termination of the LEO Agreement, BridgeBio became the primary beneficiary as it has the power over the key decisions that most significantly impact PellePharm’s economic performance and it has the obligation to absorb losses or the right to receive benefits from PellePharm that could potentially be significant to PellePharm through its common and preferred stock interest in PellePharm. Accordingly, BridgeBio consolidated PellePharm effective on April 15, 2021
v3.22.0.1
Intangible Assets
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets
8.
Intangible Assets

The following table summarizes our recognized intangible assets for the year ended December 31, 2021 as a result of the arrangements described in the following sections:

 

 

Weighted Average
Estimated Useful Lives

 

December 31, 2021

 

 

 

 

(in thousands)

 

Gross amount

12.8 years

 

$

47,500

 

Less accumulated amortization

 

 

 

(2,566

)

Net book value

 

 

$

44,934

 

We had no intangible assets as of December 31, 2020. Amortization expense recorded as part of cost of products sold for the year ended December 31, 2021 was $2.6 million. Future amortization expense is $3.7 million for each of the years from 2022 to 2026 and $26.1 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. QED accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified asset, in-process research and development (“IPR&D”), thus satisfying the requirements of the screen test in ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. The assets acquired and liabilities assumed in the transaction were measured based on their fair values. The fair value of the IPR&D acquired was charged to research and development expense as it had no alternative future use at the time of the acquisition.

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 FDA approval of TRUSELTIQTM 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 with Alexion Pharma Holding Unlimited Company (“Alexion”) to acquire intellectual property rights, including patent rights, know-how, and contracts, related to the ALXN1101 molecule. Origin accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified asset, IPR&D, thus satisfying the requirements of the screen test in ASU 2017-01. The assets acquired and liabilities assumed in the transaction were measured based on their fair values. The fair value of the IPR&D acquired was charged to research and development expense as it had no alternative future use at the time of the acquisition.

Pursuant to the Asset Purchase Agreement, 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 Asset Purchase Agreement, Origin could be required to pay up to $17.0 million in sales-based milestone payments and royalties of up to low double-digit percentages on net sales.

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. As of December 31, 2021, the amount due to FMI is presented in our consolidated balance sheet in “Other accrued liabilities” and “Other long-term liabilities” for $1.5 million and $11.0 million, respectively.
v3.22.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
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 16). 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 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 December 31, 2021.

 

 

 

Potential Fixed Monetary
Amount

 

 

Accrued
Amount (1)

 

Settlement Type

 

(in thousands)

 

Cash

 

$

10,799

 

 

$

1,045

 

Stock (2)

 

 

116,481

 

 

 

12,247

 

Cash or stock at our sole discretion

 

 

114,351

 

 

 

2,394

 

Total

 

$

241,631

 

 

$

15,686

 
(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 16.

Other Research and Development and Commercial Agreements

We may also enter into contracts in the normal course of business with CROs for clinical trials, with CMOs 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 December 31, 2021 and 2020, 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 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 liabilities in the 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.
v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
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 are senior, unsecured obligations of BridgeBio and 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. We intend to use the remainder of the net proceeds from the 2021 Note Offering for general corporate purposes, which may include research and development and clinical development costs to support the advancement of our drug candidates, including the continued growth of our commercial and medical affairs capabilities, the conduct of clinical trials and preclinical research and development activities, working capital, capital expenditures, repayment of outstanding indebtedness, general and administrative expenses, and other general corporate purposes.

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 on the consolidated balance sheet 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 2.50% Convertible Senior Notes due 2027 (the “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. We intend to use the remainder of the net proceeds from the 2020 Note Offering for working capital and other general corporate purposes, including for its commercial organization and launch preparations. We may also use any remaining net proceeds to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies.

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 (the “Conversion Price Condition”)
•
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 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.

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.

During each of the calendar quarters ending March 31 and June 30, 2021, the 2027 Notes were eligible for conversion at the option of the holders as the Conversion Price Condition was met during the period.

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).

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, 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. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected BridgeBio’s non-convertible debt borrowing rate for similar debt. The equity component of the 2027 Notes was recognized as a debt discount and represented the difference between the gross proceeds from the issuance of the 2027 Notes and the fair value of the liability of the 2027 Notes on the date of issuance. The equity component would not be remeasured as long as it continued to meet the conditions for equity classification.

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 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.

As discussed in Note 2, effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective method 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. Comparative information with respect to our 2027 Notes disclosed below continue to be presented in accordance with the pre-ASU 2020-06 guidance under ASC 470-20.

Additional Information Related to the Notes

The outstanding Notes’ balances consisted of the following:

 

 

December 31, 2021

 

 

December 31, 2020

 

 

2029 Notes

 

 

2027 Notes

 

 

2027 Notes

 

 

(in thousands)

 

 

(in thousands)

 

Liability component

 

 

 

 

 

 

 

 

Principal

$

747,500

 

 

$

550,000

 

 

$

550,000

 

Unamortized debt discount and issuance costs

 

(14,381

)

 

 

(10,066

)

 

 

(166,564

)

Net carrying amount

$

733,119

 

 

$

539,934

 

 

$

383,436

 

Equity component, net of issuance costs

 

 

 

 

 

 

$

169,173

 

 

The following table sets forth the total interest expense recognized and effective interest rates related to the Notes:

 

 

 

Year Ended December 31, 2021

 

 

Year Ended December 31, 2020

 

 

 

 

2029 Notes

 

 

2027 Notes

 

 

Total

 

 

2027 Notes

 

 

 

 

(in thousands)

 

 

(in thousands)

 

 

Contractual interest expense

 

$

15,557

 

 

$

13,750

 

 

$

29,307

 

 

$

11,153

 

 

Amortization of debt discount and issuance costs

 

 

1,682

 

 

 

1,654

 

 

 

3,336

 

 

 

15,649

 

 

Total interest and amortization expense

 

$

17,239

 

 

$

15,404

 

 

$

32,643

 

 

$

26,802

 

 

Effective interest rate

 

 

2.6

%

 

 

2.8

%

 

 

 

 

 

8.8

%

 

 

As of December 31, 2021, interest payable on the 2029 and 2027 Notes amounted to $7.0 million and $4.0 million, respectively. As of December 31, 2020, interest payable on the 2027 Notes amounted to $4.0 million. Such amounts are included in “Other accrued liabilities” in our consolidated balance sheets.

 

Future minimum payments under the Notes as of December 31, 2021, are as follows:

 

 

 

2029 Notes

 

 

2027 Notes

 

 

Total

 

 

 

(in thousands)

 

Year ending December 31:

 

 

 

 

 

 

 

 

 

2022

 

$

16,819

 

 

$

13,750

 

 

$

30,569

 

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

 

 

873,642

 

 

 

625,625

 

 

 

1,499,267

 

Less amounts representing interest

 

 

(126,142

)

 

 

(75,625

)

 

 

(201,767

)

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 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 years ended December 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 The Nasdaq Global Select Market (“Nasdaq”) on January 25, 2021 and March 4, 2020, respectively. The shares repurchased were recorded as treasury stock.

Term Loans

The following table summarizes our term loans:

 

 

 

December 31, 2021

 

 

December 31,
2020

 

 

 

Loan Agreement

 

 

Hercules Loan and Security Agreement

 

 

Silicon Valley Bank and Hercules Loan Agreement

 

 

Total

 

 

 

(in thousands)

 

 

(in thousands)

 

 

 

 

Principal value of term loans

 

$

450,000

 

 

$

75,000

 

 

$

17,500

 

 

$

92,500

 

Debt discount, issuance costs and
   end-of-term fees accretion

 

 

(19,248

)

 

 

1,936

 

 

 

(557

)

 

 

1,379

 

Total

 

 

430,752

 

 

 

76,936

 

 

 

16,943

 

 

 

93,879

 

Term loans, current portion

 

 

—

 

 

 

—

 

 

 

(1,458

)

 

 

(1,458

)

Term loans, net of current portion

 

$

430,752

 

 

$

76,936

 

 

$

15,485

 

 

$

92,421

 

 

Loan and Security Agreement

In November 2021, we entered into a Loan and Security Agreement (the “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”).

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, which will remain available for funding until December 31, 2022, is available at our election after the occurrence of certain milestone events relating to data from our clinical trials.

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 which can be paid in kind (“PIK”). Interest payments are payable quarterly following the funding of a Term Loan Advance. We will 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 will 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. We also incurred debt issuance cost that remains outstanding as of December 31, 2021 of approximately $1.1 million for professional services provided by KKR Capital Markets LLC, an affiliate of KKR Genetic Disorder L.P., a related party being a principal stockholder of BridgeBio.

For the year ended December 31, 2021, we recognized interest expense related to the Loan Agreement of $5.5 million, of which $0.6 million, relates to amortization of debt discount and issuance costs. As of December 31, 2021, interest payable included in “Other accrued liabilities” in our consolidated balance sheet amounted to $5.0 million.

Future minimum payments under the Loan Agreement as of December 31, 2021, are as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Year Ending December 31:

 

 

 

2022

 

$

34,358

 

2023

 

 

41,110

 

2024

 

 

41,223

 

2025

 

 

224,309

 

2026

 

 

289,279

 

Total future payments

 

 

630,279

 

Less amounts representing interest

 

 

(171,279

)

Less exit fee

 

 

(9,000

)

Total principal amount of term loan payments

 

$

450,000

 

 

Hercules Loan and Security Agreement

In June 2018, we executed a Loan and Security Agreement with Hercules Capital, Inc. (“Hercules”) (the “Hercules Loan”), under which we borrowed $35.0 million (“Tranche I”). The Hercules Loan initially carried interest at a floating rate equal to the greater of: (i) the prime rate as reported in the Wall Street Journal (the “WSJ prime rate”) plus 4.35% and (ii) 9.35%, payable monthly and was due to mature on January 1, 2022 (the “Maturity Date”). No principal payments were to be made due during an interest-only period, commencing on the initial borrowing date and continuing through July 1, 2020 (the “Amortization Date”). The outstanding balance of the loan was to be repaid monthly beginning on the Amortization Date and extending through the Maturity Date.

In December 2018, we executed the First Amendment to the Hercules Loan, whereby we borrowed an additional $20.0 million (“Tranche II”). The interest-only period on the entire facility was extended until January 1, 2021 and the Maturity Date for the entire facility was July 1, 2022. The additional $20.0 million loan bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 3.35% and (ii) 9.10%, payable monthly. We would also owe Hercules an end of term charge equal to 6.35% of the principal amount of the Tranche I, and 5.75% of the principal amount of the Tranche II when the loan becomes due or upon prepayment of the facility. These amounts were accrued over the new term of the loan using the effective-interest method.

In May 2019, we executed the Second Amendment to the Hercules Loan whereby we borrowed an additional $20.0 million (“Tranche III”). Under the Second Amendment to the Hercules Loan, the interest rate was payable monthly and established as follows: (1) Tranche I bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 3.85% and (ii) 8.85%; (2) Tranche II bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 2.85% and (ii) 8.60%; and (3) Tranche III bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 3.10% and (ii) 9.10%.

In July 2019, the completion of BridgeBio’s IPO triggered certain provisions of the Hercules Loan, which, among other things, provided BridgeBio an option to pay a portion of scheduled cash interest on the entire facility as PIK interest, extended the interest-only payment to July 1, 2021 and the Maturity Date to January 1, 2023.

In March 2020, we executed the Third Amendment to the Hercules Loan primarily to allow us to issue our 2027 Notes and to enter into the 2020 Capped Call and share repurchase transactions as described above.

In April 2020, we entered into the Fourth Amendment to the Hercules Loan, which among other things:

•
extended the interest-only period to July 1, 2022 and the Maturity Date to November 1, 2023, each may be further extended subject to certain conditions;
•
provided for interest rate payable monthly and established as follows: (1) Tranche I bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 3.85% and (ii) 8.75% (8.75% as of December 31, 2020); (2) Tranche II bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 2.85% and (ii) 8.60% (8.60% as of December 31, 2020); and (3) Tranche III bears interest at a floating rate equal to the greater of: (i) the WSJ prime rate plus 3.10% and (ii) 8.85% (8.85% as of December 31, 2020);
•
provided for, subject to Hercules’ approval in its sole and absolute discretion, an additional increase in available loan facilities aggregating to $125.0 million, subject to the terms and conditions set forth in the said amendment (none of which were drawn); and,
•
provided us with more flexibility to consummate acquisitions and investments, incur additional debt, dispose of assets and repurchase and/or redeem stock, each subject to certain terms and conditions set forth in the said amendment.

There were no gains or losses arising from the Fourth Amendment to the Hercules Loan, which was considered a debt modification.

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, as discussed above.

In April 2021, we executed the Sixth Amendment to the Hercules Loan (the “Amended Hercules 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 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;
•
provided for an interest rate on the outstanding principal balance equal to the greater of (x) a floating interest rate of WSJ prime rate plus 4.40% and (y) 7.65%, payable monthly; and
•
provided for, subject to Hercules’ approval in its sole and absolute discretion, an additional increase in available loan facilities aggregating to $185.0 million, subject to the terms and conditions set forth in the said amendment (none of which were drawn by us).

There were no gains or losses arising from the Sixth Amendment to the Hercules Term Loan, which was considered a debt modification.

Certain amendments to the Hercules Loan also provided us with more flexibility to consummate acquisitions and investments, incur additional debt, dispose of assets and repurchase and/or redeem stock, each subject to certain conditions set forth in the amendments.

The Hercules Term Loan contained customary representations and warranties, events of default, and affirmative and negative covenants for a term loan facility of this size and type. However, Hercules imposed no significant liquidity covenants on us and Hercules could not limit or restrict our ability to dispose of assets, make investments, or make acquisitions. As pledged collateral for our obligations under the Hercules Term Loan, we granted Hercules a security interest in all our assets or personal property, including all equity interests owned or hereafter acquired by us. Further, at Hercules’ sole discretion we would make a mandatory prepayment equal to 75% of net cash proceeds received from the sale or licensing of any pledged or collateral assets, including intellectual property, of a consolidated entity owned by us, or the repurchase or redemption of any pledged collateral by certain specified operating companies. None of our consolidated entities were a party to, nor provide any credit support or other security in connection with the Hercules Term Loan.

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 Loan Agreement mentioned above, which resulted in a loss on early extinguishment of debt of $2.6 million that is included in “Other income (expense)” in our consolidated statement of operations.

For the years ended December 31, 2021, 2020 and 2019, we recognized interest expense related to the Hercules Term Loan of $8.1 million, $7.9 million, and $8.3 million, respectively, of which $1.7 million, $1.3 million, and $1.4 million, respectively, relates to amortization of debt discount. As of December 31, 2020, interest payable included in “Other accrued liabilities” in our consolidated balance sheet amounted to $0.6 million.

Silicon Valley Bank and Hercules Loan and Security 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 also provided for a final payment charge equal to 5.95% multiplied by the amount funded to be paid when the loan becomes due or upon prepayment of the facility. If Eidos elected to prepay the Tranche A loan, there was also a prepayment fee of between 0.75% and 2.50% of the principal amount being prepaid depending on the timing and circumstances of prepayment. The Tranche A loan was secured by substantially all of Eidos’ assets, except Eidos’ intellectual property, which was the subject of a negative pledge.

In January 2021, Eidos entered into an amendment to the SVB and Hercules Loan Agreement primarily to allow Eidos to enter into the Merger Transactions. The amendment also required Eidos to maintain a certain amount of cash and cash equivalents with SVB.

The Tranche A loan was prepaid in full in April 2021 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 from January 2021 through the prepayment date. Eidos recorded interest expense and amortization of the debt discount in the amount of $2.3 million and $0.3 million on the Tranche A loan for the years ended December 31, 2020 and 2019, respectively.

v3.22.0.1
License and Collaboration Agreement with Helsinn
 12 Months Ended
Dec. 31, 2021
License And Collaboration Agreement [Abstract]  
License and Collaboration Agreement with Helsinn
11.
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”, collectively with HHC, “Helsinn,” and together with QED, the “Parties”) (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 will receive 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 is also required to transfer inventory within the transitional period, as described in the QED-Helsinn License and Collaboration Agreement. The effectiveness of the transactions contemplated under this agreement was subject to specified conditions, including the expiration or early termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The waiting period under the HSR Act ended on April 16, 2021 and the QED-Helsinn License and Collaboration Agreement became effective as of that date.

Under the terms of the QED-Helsinn License and Collaboration Agreement, QED is 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 U.S. Food and Drug Administration (“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.

The QED-Helsinn License and Collaboration Agreement is considered to be within the scope of ASC 808 as the parties are active participants and are exposed to the 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 profit and cost sharing provisions 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.

We consider the future potential regulatory and launch milestones to be variable consideration. We constrain variable consideration to the extent that it is not probable that it will 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 606-10-55-65 because the license is the predominant item to which the royalties or sales-based milestone relate.

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. The remaining future potential regulatory and launch milestone payments were not included in the initial transaction price as they were determined to be fully constrained under ASC 606. We determined that the achievement of such regulatory and launch 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 allocated the $46.0 million transaction price based on relative stand-alone selling prices of each of our performance obligations as $44.4 million for the licenses and $1.6 million for the transfer of inventory. For the delivery of the licenses, we based the stand-alone selling price 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 stand-alone selling price 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. 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 recognized $10.0 million as licensing revenue in the fourth quarter of 2021. 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.

As of December 31, 2021, we have provided all necessary information to Helsinn for it to benefit from the license under the license term and accordingly have recognized $56.0 million in license revenue during the year ended December 31, 2021. As of December 31, 2021, outstanding receivables from Helsinn related to this unit of accounts was $10.0 million and is shown as part of "Receivables from licensing and collaboration agreements" on the consolidated balance sheet.

For the unit of account that is within the scope of ASC 808 relating to collaborative research and development services, we have recognized Helsinn’s share of research and development expenses of $38.4 million as a reduction of research and development expenses for the year ended December 31, 2021. Total receivables from Helsinn relating to this unit of account accounted for under ASC 808 amounted to $5.9 million as of December 31, 2021 and are shown as part of “Receivable from licensing and collaboration agreements” in the consolidated balance sheet.

Following the FDA approval of TRUSELTIQTM (infigratinib) in May 2021, we are the principal selling party of this product in the United States and recognized product sales in the consolidated statement of operations. We accounted for Helsinn’s share of the co-commercialization loss of $8.9 million as a reduction to selling, general and administrative expenses for the year ended December 31, 2021.

Commencing in January 2022, we sold the remaining transitional supply of TRUSELTIQ to Helsinn and the latter became the principal selling party. Accordingly, beginning in 2022, we will no longer be recognizing product sales associated with TRUSELTIQ. We will continue to share profits and losses on a 50:50 basis in accordance with the QED-Helsinn License and Collaboration Agreement.

v3.22.0.1
Out-licensing Agreements
 12 Months Ended
Dec. 31, 2021
Out Licensing Agreements [Abstract]  
Out-licensing Agreements
12.
Out-licensing Agreements

License Agreement Between QED and LianBio

In October 2019, QED entered into the QED-LianBio License Agreement with our then related party, LianBio. Pursuant to the QED-LianBio License Agreement, QED granted to LianBio an exclusive, sublicensable license under the licensed patent rights and know-how to develop, manufacture and commercialize infigratinib for any and all human prophylactic and therapeutic uses in all cancer indications (including in combination with other therapies) in certain territories outside the United States. Under the QED-LianBio License Agreement, QED received a nonrefundable upfront payment of $10.0 million and is entitled to receive development and sales milestones payments of up to $132.5 million and tiered royalties on net sales ranging from the low to mid-teens. In addition, 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 (see Note 7).

 

We accounted for the QED-LianBio License Agreement and the LianBio Exclusivity Agreement (see Note 7) as a single transaction under ASC 606 and identified the exclusive license as a distinct performance obligation since LianBio can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In addition, we will enter into clinical and commercial supply agreements for the licensed territory. We determined that the LianBio’s optional right to future products under these supply agreements is not considered to represent a material right.

We consider the future potential development milestone as well as the sales-based royalties to be variable consideration. The future potential milestone payments were not included in the transaction price as they were all determined to be fully constrained under ASC 606. We determined that the achievements of such development 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 expect that the royalty arrangements and sales-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606-10-55-65 because the license is the predominant item to which the royalties or sales-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.

For the year ended December 31, 2020, we received reimbursements for research and development expenses incurred in 2019 amounting to $2.8 million from LianBio, in connection with the QED-LianBio License Agreement. This amount was recorded as reduction in research and development expenses for the year ended December 31, 2019.

License Agreement Between Navire and LianBio

In August 2020, our subsidiary, Navire Pharma, Inc. (“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. We will also 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.

We accounted for the Navire-LianBio License Agreement under ASC 606 and identified the exclusive license as a distinct performance obligation since LianBio can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In addition, we will enter into clinical and commercial supply agreements for the licensed territory. We determined that the optional right to future products under these supply agreements does not represent a material right.

We recognized $8.5 million in license revenue, representing a regulatory milestone payment, for the year ended December 31, 2021. For the year ended December 31, 2020, we recognized $8.0 million in license revenue which was comprised of the upfront payment. We determined that the license was a right to use the intellectual property of Navire and as of December 31, 2020, we had provided all necessary information to LianBio to benefit from the license and the license term.

We consider the future potential development milestone as well as the sales-based royalties to be variable consideration. The future potential milestone payments were not included in the transaction price as they were all determined to be fully constrained under ASC 606. We determined that the achievements of such development 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 expect that the royalty arrangements and sales-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606-10-55-65 because the license is the predominant item to which the royalties or sales-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.

License Agreements Between Eidos and Alexion

In September 2019, Eidos, entered into an exclusive license agreement with Alexion Pharma International Operations Unlimited Company, a subsidiary of Alexion Pharmaceuticals, Inc. (together, “Alexion”) to develop, manufacture, and commercialize in Japan the compound known as acoramidis (previously known as BBP-265 or AG10) and any of its various chemical forms and any pharmaceutical products containing acoramidis (the “Eidos-Alexion License Agreement”). Under the agreement, Eidos received an upfront nonrefundable payment of $25.0 million.

Eidos also entered into a stock purchase agreement with Alexion, under which Eidos sold to Alexion 556,173 shares of Eidos common stock at a price per share of $44.95, for an aggregate purchase price of approximately $25.0 million. The excess of the purchase price over the value of the Eidos shares, determined based on the closing price of a share of Eidos’ common stock of $41.91 as reported on Nasdaq as of the date of execution, was $1.7 million and recognized in revenue as part of the upfront payment as discussed below.

Eidos is also eligible to receive $30.0 million in regulatory milestone payments subject to the achievement of regulatory milestones. Eidos will also receive royalty payments in the low-teens based on net sales of acoramidis in Japan. The royalty rate is subject to reduction if Alexion is required to obtain intellectual property rights from third parties to develop, manufacture or commercialize acoramidis in Japan, or upon the introduction of generic competition into market.

Eidos accounted for the license agreement under ASC 606 and identified the exclusive license as a distinct performance obligation since Alexion can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In addition, Eidos entered into a clinical supply agreement and will enter into a commercial supply agreement for the licensed territory. Eidos determined that the optional right to future products under these supply agreements is not considered to represent a material right. Eidos recognized the $25.0 million upfront fee and $1.7 million premium paid for Eidos’ stock for a total upfront payment of $26.7 million in license revenue upon the effective date of the license agreement in September 2019. Eidos determined that the license was a right to use its intellectual property and as of the effective date, it had provided all necessary information to Alexion to benefit from the license and the license term had begun.

Eidos considers the future potential regulatory milestones of up to approximately $30.0 million and the sales-based royalties to be variable consideration. Eidos excluded the regulatory milestones from the transaction price because it determined such payments to be fully constrained under ASC 606 due to the inherent uncertainty in the achievement of such milestone payments and are highly susceptible to factors outside of Eidos’ control. As the sales-based royalties are all related to the license of the intellectual property rights, Eidos will recognize revenue in the period when subsequent sales are made pursuant to the sales-based royalty exception under ASC 606-10-55-65. Eidos will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

Eidos finalized the clinical supply agreement with Alexion on July 10, 2020, which was determined to be a separate performance obligation from the license. Eidos has billed insignificant amounts to Alexion as part of the clinical supply agreement and recognized such amounts as license revenue.
v3.22.0.1
In-licensing Agreements
 12 Months Ended
Dec. 31, 2021
In Licensing Agreements [Abstract]  
In-licensing Agreements
13.
In-licensing Agreements

Stanford License Agreement

In April 2016, Eidos entered into a license agreement with the Board of Trustees of the Leland Stanford Junior University (“Stanford University”) relating to Eidos’ drug discovery and development initiatives. Under this agreement, Eidos has been granted certain worldwide exclusive licenses to make, use, and sell products that are covered by licensed patent rights. In March 2017, Eidos paid a license fee of $10,000, which was recorded as research and development expense during the year ended December 31, 2017, as the acquired assets did not have any alternative future use. Eidos may also be required to make future payments of up to approximately $1.0 million to Stanford University upon achievement of specific intellectual property, clinical and regulatory milestone events, and pay royalties of up to low single-digit percentages on future net sales, if any. In addition, Eidos is obligated to pay Stanford University a percentage of non-royalty revenue received by Eidos from its sublicensees, with the amount owed decreasing annually for three years based on when the applicable sublicense agreement is executed. For the years ended December 31, 2021, 2020 and 2019, research and development expense that Eidos recognized in connection with this agreement was not material.

Additionally, under the license agreement with Stanford University, we will pay Stanford University a portion of all nonroyalty sublicensing consideration attributable to the sublicense of the licensed compounds. The license agreement states that if this event occurred in the third year, 10% is payable to Stanford University. For the year ended December 31, 2019, we recognized $2.5 million as a cost of license revenue upon execution of the Eidos-Alexion License Agreement (see Note 12)

The Regents of the University of California License Agreement

In September 2016, TheRas entered into a license agreement with The Regents of the University of California (“UCSF”) relating to TheRas’ drug discovery and development initiatives. Under this agreement, TheRas has been granted certain worldwide exclusive licenses to use the licensed compounds (the “UCSF License”). In connection with the UCSF License and subsequent amendments, we paid issuance fees totaling $0.3 million. In addition, under the terms of the UCSF License, we are required to pay to UCSF certain annual license maintenance fees unless we are selling or otherwise exploiting licensed products or services and paying royalties to UCSF on net sales for such licensed products or services. With respect to such royalty obligations, we agreed to pay UCSF low single-digit tiered royalties on annual net sales of licensed products and services, with a minimum royalty requirement of $0.1 million. Our obligation to pay royalties continues on a country-by-country basis until the expiration of all licensed patent rights covering licensed products in such country. In addition, we are obligated to make contingent milestone payments totaling up to $22.4 million upon the achievement of certain clinical or regulatory milestones. In the event that we sublicense the patent rights, UCSF is also entitled to receive a percentage of the sublicensing income received by us. For the years ended December 31, 2021, 2020 and 2019, research and development expense that TheRas recognized in connection with this agreement was not material.

Leidos Biomedical Research License and Cooperative Research and Development Agreements

In March 2017, TheRas entered into a cooperative research and development agreement (“Leidos CRADA”) with Leidos Biomedical Research, Inc. (“Leidos”). In December 2018, TheRas and Leidos entered into a license agreement (“Leidos License,” and together with the Leidos CRADA, the “Leidos Agreements”) under which TheRas has been granted certain worldwide exclusive licenses to use the licensed compounds. The Leidos Agreements are related to TheRas’ drug discovery and development initiatives. For the years ended December 31, 2021, 2020 and 2019, TheRas recognized research and development expenses of $2.8 million, $2.3 million, and $1.9 million, respectively, in connection with the Leidos Agreements.

Foundation Medicine Diagnostics Agreement

As discussed in Note 8, QED and FMI entered into a diagnostics agreement relating to QED’s drug discovery and development initiatives. For the years ended December 31, 2021, 2020 and 2019, QED recognized research and development expenses of $4.2 million, $4.8 million, and $1.6 million, respectively, in connection with this agreement.

Other License and Collaboration Agreements

In addition to the agreements described above, we have also entered into other license and collaboration agreements with various institutions and business entities on terms similar to those described above, none of which are material individually or in the aggregate.
v3.22.0.1
Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases
14.
Leases

The components of lease cost are as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Straight line operating lease costs

 

$

5,611

 

 

$

3,786

 

Finance lease costs

 

 

402

 

 

 

9

 

Variable lease costs

 

 

4,243

 

 

 

832

 

Total lease cost

 

$

10,256

 

 

$

4,627

 

 

 

 

 

 

 

 

 

Supplemental cash flow information related to leases are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

6,122

 

 

$

4,169

 

Operating cash flows for finance lease

 

 

272

 

 

 

34

 

Right-of-use assets obtained in exchange of lease obligations

 

 

 

 

 

 

Operating leases

 

 

6,380

 

 

 

19,595

 

Finance lease

 

 

—

 

 

 

1,726

 

 

 

 

 

 

 

 

 

Supplemental information related to the remaining lease term and discount rate are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Weighted-average remaining lease term (in years)

 

 

 

 

 

 

Operating leases

 

 

5.6

 

 

 

5.1

 

Finance lease

 

 

4.1

 

 

 

5.1

 

Weighted-average discount rate

 

 

 

 

 

 

Operating leases

 

 

5.58

%

 

 

6.24

%

Finance lease

 

 

6.62

%

 

 

6.62

%

 

 

 

 

 

 

 

 

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.

 

As of December 31, 2021, future minimum lease payments for our noncancelable leases are as follows:

 

 

 

Operating Leases

 

 

Finance Lease

 

 

 

(in thousands)

 

Year ending December 31:

 

 

 

 

 

 

2022

 

$

6,035

 

 

$

387

 

2023

 

 

5,292

 

 

 

432

 

2024

 

 

4,481

 

 

 

445

 

2025

 

 

3,971

 

 

 

459

 

2026

 

 

1,903

 

 

 

38

 

Thereafter

 

 

4,413

 

 

 

—

 

Total future minimum lease payments

 

 

26,095

 

 

 

1,761

 

Imputed interest

 

 

(3,729

)

 

 

(221

)

Total

 

$

22,366

 

 

$

1,540

 

 

 

 

 

 

 

 

Reported as of December 31, 2021

 

 

 

 

 

 

Operating lease liabilities, current portion

 

$

4,938

 

 

 

 

Operating lease liabilities, net of current portion

 

 

17,428

 

 

 

 

Total operating lease liabilities

 

$

22,366

 

 

 

 

Finance lease liability, current portion — Included
  in “Other accrued liabilities”

 

 

 

 

$

295

 

Finance lease liability, net of current portion —
  Included in “Other long-term liabilities”

 

 

 

 

 

1,245

 

Total finance lease liability

 

 

 

 

$

1,540

 

 

 

We recognized an impairment loss of $3.3 million for certain of our asset groups estimated using discounted cash flow model (income approach) for the year ended December 31, 2021, which is included in selling, general and administrative expenses in our consolidated statement of operations. The impairment loss recorded includes $2.6 million related to operating lease right-of-use assets and $0.7 million related to property and equipment, namely leasehold improvements, office furniture, and equipment that we no longer use.

Manufacturing Agreement

In December 2019, we entered into a manufacturing agreement 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 will expire five years from when qualified operations begin. Under the terms of the agreement, we are assigned a dedicated manufacturing suite for certain months in each calendar year for a one-time fee of $10.0 million, which will 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. The readiness determination phase of the dedicated manufacturing suite is expected to be completed in 2022. The remaining payable related to the dedicated manufacturing suite, recorded as part of “Other accrued liabilities” in the consolidated balance sheets, amounted to $2.0 million and $4.0 million as of December 31, 2021 and 2020, respectively.
v3.22.0.1
2021 Share Repurchase Program and, 2020 Shelf Registration and 2019 Reorganization and IPO
 12 Months Ended
Dec. 31, 2021
Reorganizations [Abstract]  
2021 Share Repurchase Program and, 2020 Shelf Registration and 2019 Reorganization and IPO
15.
2021 Share Repurchase Program, 2020 Shelf Registration and 2019 Reorganization and IPO

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 will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. As of December 31, 2021, we have 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. The repurchased shares are held in treasury as treasury stock.

2020 Shelf Registration

On July 7, 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 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 percent 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 December 31, 2021.

2019 Reorganization and IPO

On June 13, 2019, BridgeBio formed BridgeBio Pharma Merger Sub LLC (“Merger Sub LLC”), a Delaware limited liability company and direct wholly-owned subsidiary. The 2019 Reorganization was executed on July 1, 2019, immediately prior to completion of the IPO of BridgeBio’s common stock. As part of the 2019 Reorganization, the existing ownership interest in BBP LLC held by all BBP LLC unitholders was transferred to Merger Sub LLC, and all outstanding units of BBP LLC were cancelled and exchanged for shares of common stock of BridgeBio. Merger Sub LLC was then merged with and into BBP LLC, the surviving entity, which became a wholly-owned subsidiary of BridgeBio. Subsequent to the 2019 Reorganization, as the sole managing member, BridgeBio operates and controls all of BBP LLC’s businesses and affairs.

The number of shares of BridgeBio’s common stock issued to BBP LLC unitholders in the Reorganization is shown in the below table by unit class:

 

BBP LLC unit class

 

Number of
BridgeBio's
Shares Issued

 

Series D Preferred Units

 

 

30,459,426

 

Series C Preferred Units

 

 

31,992,709

 

Series B Preferred Units

 

 

17,794,455

 

Series A Preferred Units

 

 

4,918,881

 

Founder Units

 

 

2,252,916

 

Common Units

 

 

1,794,823

 

Management Incentive Units

 

 

10,786,757

 

Total shares issued

 

 

99,999,967

 

 

Included in the amounts above, the unvested outstanding management incentive units and common units of BBP LLC were exchanged for 6,819,455 shares of BridgeBio’s unvested restricted stock, subject to the same time-based vesting conditions as the original management incentive units and common units terms and conditions. See Note 16 for additional details. At the conclusion of the 2019 Reorganization, BridgeBio became the reporting entity.

 

The 2019 Reorganization was accounted for as a reverse acquisition and recapitalization for financial reporting purposes. The assets and liabilities of BridgeBio, the legal acquirer, were nominal and there were no material pre-combination activities. Therefore, BBP LLC, the legal acquiree, was determined to be the accounting acquirer. Accordingly, the historical financial statements of BBP LLC became BridgeBio’s historical financial statements, including the comparative prior periods. All share and per share amounts in these consolidated financial statements and related notes had been retroactively adjusted, where applicable, for all periods presented. The shares of BridgeBio’s common stock for periods prior to July 1, 2019 represent the outstanding BBP LLC units recalculated to give effect to the exchange ratio applied in connection with the 2019 Reorganization.

 

All BBP LLC units that were previously reported as temporary equity and were converted to common stock of BridgeBio upon the completion of the 2019 Reorganization have been reclassified to equity for all periods presented, as if the Reorganization occurred at the beginning of the earliest period presented in our financial statements. At that the time of the 2019 Reorganization, the consolidation assessment on all consolidated entities was updated on behalf of BridgeBio resulting in no change in the treatment of the consolidated entities.

 

On July 1, 2019, BridgeBio closed the IPO of its common stock. As part of the IPO, BridgeBio issued and sold 23,575,000 shares of its common stock, which included 3,075,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option, at a public offering price of $17.00 per share. BridgeBio received net proceeds of approximately $366.2 million from the IPO, after deducting underwriters’ discounts and commissions of $28.1 million and offering costs of $6.5 million.
v3.22.0.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation
16.
Stock-Based Compensation

Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our consolidated statements of operations for employees and non-employees:

 

 

 

Year Ended December 31, 2021

 

 

 

BridgeBio
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

53,829

 

 

$

2,366

 

 

$

56,195

 

Selling, general and administrative

 

 

46,357

 

 

 

3,022

 

 

 

49,379

 

Total stock-based compensation

 

$

100,186

 

 

$

5,388

 

 

$

105,574

 

 

 

 

Year Ended December 31, 2020

 

 

 

BridgeBio
Equity Plan

 

 

Eidos
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

16,316

 

 

$

5,743

 

 

$

626

 

 

$

22,685

 

Selling, general and administrative

 

 

30,285

 

 

 

5,159

 

 

 

330

 

 

 

35,774

 

Total stock-based compensation

 

$

46,601

 

 

$

10,902

 

 

$

956

 

 

$

58,459

 

 

 

 

Year Ended December 31, 2019

 

 

 

BridgeBio
Equity Plan

 

 

Eidos
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

986

 

 

$

2,313

 

 

$

366

 

 

$

3,665

 

Selling, general and administrative

 

 

14,204

 

 

 

3,060

 

 

 

445

 

 

 

17,709

 

Total stock-based compensation

 

$

15,190

 

 

$

5,373

 

 

$

811

 

 

$

21,374

 

 

We have recorded $6.0 million and $3.0 million of stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively, for performance-based milestone awards that were achieved during the period and were settled in cash. There were no such compensation awards in the comparative period in 2019.

Equity-Based Awards of BridgeBio

On June 22, 2019, we adopted the 2019 Stock Option and Incentive Plan (the “2019 Plan”), which became effective on June 25, 2019. The 2019 Plan provides for the grant of stock-based incentive awards, including common stock options and other stock-based awards. We were authorized to issue 11,500,000 shares of common stock for issuance of awards under the 2019 Plan, which may be allocated among stock options, awards of restricted common stock, restricted common units and other stock-based awards. On June 2, 2020, our stockholders approved an amendment and restatement of the 2019 Plan (the “A&R 2019 Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 2,500,000 shares. The A&R 2019 Plan was further amended on December 15, 2021 (as amended, the “2021 A&R Plan”).

 

The 2019 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by 5% of the issued and outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Compensation Committee of the Board of Directors.

 

On November 13, 2019, we adopted the 2019 Inducement Equity Plan (the “2019 Inducement Plan”). The 2019 Inducement Plan provides for the grant of stock-based awards to induce highly-qualified prospective officers and employees who are not currently employed by BridgeBio or its Subsidiaries to accept employment and to provide them with a proprietary interest in BridgeBio, including common stock options and other stock-based awards. We were authorized to issue 1,000,000 shares of common stock for inducement awards under the 2019 Inducement Plan, which may be allocated among stock options, awards of restricted common stock, restricted common units and other stock-based awards.

 

As of December 31, 2021, 3,847,087 shares and 16,534 shares were reserved for future issuances under the 2021 A&R Plan and 2019 Inducement Plan, respectively. Pursuant to the Merger Transactions, we also reserved 2,802,644 shares 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 restricted stock awards (“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 2019 A&R Plan 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 (collectively the “New Awards”). 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 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 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 year ended December 31, 2021 and 2020, we recognized $26.7 million and $9.6 million, respectively, of stock-based compensation expense associated with milestone awards under the Exchange Program that were either achieved or determined to be probable of achievement as of each of the reporting date. There were no such compensation awards in the comparative period in 2019. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones that are determined to be probable as of December 31, 2021.

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 year ended December 31, 2021, we recognized $7.9 million of stock-based compensation expense associated with performance-based milestone awards that were determined to be probable of achievement as of December 31, 2021. Refer to Note 9 for contingent compensation accrued associated with performance-based milestones awards that are determined to be probable as of December 31, 2021.

Stock Option Grants of BridgeBio

The following table summarizes BridgeBio’s stock option activity under the Plans for the year ended December 31, 2021:

 

 

Options
Outstanding

 

 

Weighted-
Average
Exercise
Price per
Option

 

 

Weighted-
Average
Remaining
Contractual
Life (years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding as of December 31, 2020

 

 

 

 

7,632,961

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

6,778,112

 

 

 

 

 

$

23.83

 

 

 

8.8

 

 

 

320,473

 

Exchange Program

 

854,849

 

 

 

 

 

$

2.22

 

 

 

8.2

 

 

 

58,891

 

Granted

 

 

 

 

5,968,204

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

3,191,532

 

 

 

 

 

$

47.58

 

 

 

 

 

 

 

Eidos Awards Exchange

 

2,776,672

 

 

 

 

 

$

16.33

 

 

 

 

 

 

 

Exercised

 

 

 

 

(1,193,592

)

 

 

 

 

 

 

 

 

 

Regular equity program

 

(341,542

)

 

 

 

 

$

21.17

 

 

 

 

 

 

 

Eidos Awards Exchange

 

(547,627

)

 

 

 

 

$

16.24

 

 

 

 

 

 

 

Exchange Program

 

(304,423

)

 

 

 

 

$

1.71

 

 

 

 

 

 

 

Cancelled

 

 

 

 

(265,817

)

 

 

 

 

 

 

 

 

 

Regular equity program

 

(134,844

)

 

 

 

 

$

28.24

 

 

 

 

 

 

 

Eidos Awards Exchange

 

(121,419

)

 

 

 

 

$

19.99

 

 

 

 

 

 

 

Exchange Program

 

(9,554

)

 

 

 

 

$

5.28

 

 

 

 

 

 

 

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

 

Exercisable as of December 31, 2021

 

 

 

 

5,033,494

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

3,362,783

 

 

 

 

 

$

24.52

 

 

 

7.8

 

 

$

—

 

Eidos Awards Exchange

 

1,183,628

 

 

 

 

 

$

12.66

 

 

 

6.1

 

 

$

8,034

 

Exchange Program

 

487,083

 

 

 

 

 

$

2.10

 

 

 

7.0

 

 

$

7,271

 

 

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 year ended December 31, 2021 was $23.09.

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2021 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 during the year ended December 31, 2021 was $53.5 million.

For the years ended December 31, 2021, 2020, and 2019, we recognized stock-based compensation expense of $31.1 million, $15.6 million and $3.9 million, respectively, related to stock options under the Plans. As of December 31, 2021, there was $103.1 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 2.5 years.

Restricted Stock Units (RSUs) of BridgeBio

 

The following table summarizes BridgeBio’s RSU activity under the Plans for the year ended December 31, 2021:

 

 

 

Unvested
Shares of
RSUs
Outstanding

 

 

Weighted-
Average
Grant Date
Fair Value

 

Balance as of December 31, 2020

 

 

1,053,838

 

 

$

34.21

 

Granted

 

 

3,230,243

 

 

$

49.44

 

Vested

 

 

(504,518

)

 

$

44.64

 

Cancelled

 

 

(241,844

)

 

$

52.69

 

Balance as of December 31, 2021

 

 

3,537,719

 

 

$

45.36

 

 

The RSUs have a service condition and generally vest over a period of four years.

For the years ended December 31, 2021, 2020, and 2019, we recognized stock-based compensation expense of $25.0 million, $7.4 million, and $0.2 million, respectively, related to shares of RSUs under the Plans. As of December 31, 2021, there was $153.4 million of total unrecognized compensation cost related to RSUs under the Plans that is expected to be recognized over a weighted-average period of 3.5 years.

Restricted Stock Awards (RSAs) of BridgeBio

As disclosed in Note 15, upon the 2019 Reorganization, all unvested outstanding management incentive units and common units of BBP LLC were cancelled and converted into shares of BridgeBio’s RSAs.

The following table summarizes our RSA activity under the Plans for the year ended December 31, 2021:

 

 

 

Unvested
Shares of
RSAs
Outstanding

 

 

Weighted-
Average
Grant Date
Fair Value

 

Balance as of December 31, 2020

 

 

3,364,366

 

 

$

4.47

 

Granted — Exchange Program

 

 

395,672

 

 

$

60.82

 

Vested — Exchange Program

 

 

(395,672

)

 

$

60.82

 

Vested — Regular equity program

 

 

(1,569,006

)

 

$

3.29

 

Cancelled — Regular equity program

 

 

(5,417

)

 

$

7.09

 

Balance as of December 31, 2021

 

 

1,789,943

 

 

$

5.50

 

 

For the years ended December 31, 2021, 2020, and 2019, we recognized stock-based compensation expense related to RSAs under the Plans as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Exchange Program

 

$

24,065

 

 

$

2,292

 

 

$

—

 

Other RSAs

 

 

6,240

 

 

 

8,384

 

 

 

4,237

 

Total stock-based compensation
   expense

 

$

30,305

 

 

$

10,676

 

 

$

4,237

 

 

As of December 31, 2021, there was $10.2 million of total unrecognized compensation cost related to RSAs under the Plans that is expected to be recognized over a weighted-average period of 1.9 years. The respective balances of unvested RSAs as of December 31, 2021 and 2020 are included as outstanding shares disclosed in the consolidated balance sheets as the shares were actually issued but are subject to forfeiture per the terms of the awards.

Market-Based RSUs of BridgeBio

 

During the year ended December 31, 2019, the Board of Directors approved and granted market-based RSUs that were subject to continuous employment at the time of achievement of the market conditions. One such market-based RSU award includes a market condition based on the Total Shareholders’ Return (TSR) of BridgeBio’s common stock as compared to the TSR of the Nasdaq Biotechnology Index and the vesting percentage of the award is calculated based on the three-year performance period from vesting commencement date. In connection with the separation of the grantee from BridgeBio in 2020, this particular market-based RSU representing 53,234 shares was forfeited and the previously recognized stock-based compensation expense, which was not material, was reversed. The other market-based RSU award includes a market condition based on BridgeBio’s market capitalization reaching $5.0 billion and vests immediately at 100% upon achievement of said market capitalization.

The respective grant date fair values of these awards, which aggregate to $3.8 million for the year December 31, 2019, were determined using a Monte Carlo valuation model and are recognized as compensation expense over the implied service period of the awards.

Stock-based compensation expense and activity related to market-based RSU awards were not material for the year ended December 31, 2021. For the years ended December 31, 2020 and 2019, we recognized stock-based compensation expense of $1.0 million and $2.3 million, respectively, related to market-based RSU awards. There are no such awards outstanding as of December 31, 2021.

2019 Employee Stock Purchase Plan (ESPP) of BridgeBio

On June 22, 2019, we adopted the 2019 ESPP, which became effective on June 25, 2019 and was amended and restated effective as of December 12, 2019. The ESPP initially reserves and authorizes the issuance of up to a total of 2,000,000 shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the lower of: i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, ii) 2,000,000 shares or iii) such lesser number of shares as determined by the Compensation Committee.

Under the ESPP, eligible employees may purchase shares of BridgeBio common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than 3,500 of shares of BridgeBio common stock during any offering period.

For the years ended December 31, 2021, 2020, and 2019, stock-based compensation expense related to our ESPP was not material. As of December 31, 2021, 4,235,440 shares were reserved for future issuance under the ESPP.

Valuation Assumptions

We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under ESPP. We used the following weighted-average assumptions in the Black-Scholes calculations:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Stock Options

 

 

ESPP

 

 

Stock Options

 

 

ESPP

 

 

Stock Options

 

 

ESPP

 

Expected term (in years)

 

5.50-6.08

 

 

 

0.50

 

 

5.00-6.08

 

 

0.40-0.65

 

 

5.00-6.08

 

 

 

0.40

 

Expected volatility

 

49.0%-52.0%

 

 

47.6%-52.0%

 

 

36.3%-46.4%

 

 

32.5%-47.6%

 

 

36.4%-37.5%

 

 

 

43.4

%

Risk-free interest rate

 

0.63%-1.33%

 

 

0.05%-0.13%

 

 

0.31%-1.50%

 

 

0.13%-1.57%

 

 

1.69%-1.86%

 

 

 

2.12

%

Dividend yield

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Weighted-average fair
   value of stock-based
   awards granted

 

$

23.09

 

 

$

18.31

 

 

$

11.29

 

 

$

10.48

 

 

$

7.81

 

 

$

5.51

 

 

Equity-Based Awards of BBP LLC

Up until the reorganization, BBP LLC issued management incentive units and common units (collectively, “BBP LLC equity-based awards”). As described in Note 15, BBP LLC equity-based awards were cancelled and exchanged for shares of BridgeBio restricted common stock. For the years ended December 31, 2019, equity-based compensation from BBP LLC equity-based awards was $3.4 million.

The estimated grant-date fair value of each Common Unit and Management Incentive Unit award in 2019 and up until the 2019 Reorganization was calculated using the Black-Scholes option pricing model based on assumptions as follows:

 

Expected term (in years)

 

 

1.50

 

Expected volatility

 

48.0%-49.0%

 

Risk-free interest rate

 

2.34%-2.56%

 

Dividend yield

 

 

—

 

Each of the above inputs was subjective and generally required significant judgement and estimation.

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. For the year ended December 31, 2020 and 2019, Eidos recognized stock-based compensation expense of $10.9 million and $5.4 million, respectively, which comprised mainly of expenses related to stock options under the Eidos Plans.

For the years ended December 31, 2020 and 2019, the fair value of employee of Eidos stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

 

 

 

Year Ended December 31,

 

 

 

2020

 

2019

 

Expected term (in years)

 

 

6.06

 

 

6.07

 

Expected volatility

 

 

72.1

%

 

72.4

%

Risk-free interest rate

 

 

0.52

%

 

1.95

%

Dividend yield

 

—

 

—

 

Eidos likewise issued RSUs under the Eidos Plans and had ESPP program under its 2018 Employee Stock Purchase Plan. For the year ended December 31, 2020 and 2019, stock-based compensation expense under these equity awards were not material.
v3.22.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes
17.
Income Taxes

Upon the 2019 Reorganization, BridgeBio is subject to U.S. federal and state income taxes as a corporation. Prior to the 2019 Reorganization, which was tax-free reorganization, BBP LLC was treated as a pass‑through entity for U.S. federal income tax purposes, and as such, was generally not subject to U.S. federal income tax at the entity level. During this period, the tax liability with respect to its taxable income was passed through to its unitholders.

The following table presents the components of net loss before income taxes:

 

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Domestic

 

$

586,478

 

 

$

505,488

 

 

$

288,585

 

Foreign

 

 

(24

)

 

 

—

 

 

 

—

 

Total loss before income taxes

 

$

586,454

 

 

$

505,488

 

 

$

288,585

 

 

There was no current or deferred income tax expense or benefit (domestic and foreign) for the years ended December 31, 2021, 2020 and 2019.

 

The following table presents a reconciliation of the statutory federal rate and our effective tax rate:

 

 

 

Year ended December 31,

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Tax at statutory federal rate

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

Change in valuation allowance

 

 

(25.6

)

 

 

 

(25.0

)

 

 

 

(25.3

)

 

Research and development credits

 

 

3.9

 

 

 

 

3.3

 

 

 

 

4.1

 

 

Stock-based compensation

 

 

1.2

 

 

 

 

1.0

 

 

 

 

—

 

 

Change in entity status

 

 

—

 

 

 

 

—

 

 

 

 

1.7

 

 

Nontaxable partnership income

 

 

—

 

 

 

 

—

 

 

 

 

(1.4

)

 

Other

 

 

(0.5

)

 

 

 

(0.3

)

 

 

 

(0.1

)

 

Effective income tax rate

 

 

—

 

%

 

 

—

 

%

 

 

—

 

%

 

Significant components of our deferred tax assets and liabilities are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carry-forwards

 

$

331,537

 

 

$

191,308

 

Amortization

 

 

9,570

 

 

 

7,427

 

Accruals and reserves

 

 

8,833

 

 

 

5,707

 

Stock-based compensation

 

 

10,233

 

 

 

5,471

 

Tax credits

 

 

67,724

 

 

 

37,964

 

Equity method investment

 

 

—

 

 

 

7,608

 

Lease liabilities

 

 

3,821

 

 

 

3,932

 

Other

 

 

448

 

 

 

613

 

Gross deferred tax assets

 

 

432,166

 

 

 

260,030

 

Less valuation allowance

 

 

(423,909

)

 

 

(224,452

)

Deferred tax assets, net of valuation allowance

 

 

8,257

 

 

 

35,578

 

Deferred tax liabilities:

 

 

 

 

 

 

Fixed assets

 

 

(339

)

 

 

(221

)

Right-of-use assets

 

 

(2,844

)

 

 

(3,514

)

Unrealized gains and losses

 

 

(5,074

)

 

 

 

Debt

 

 

—

 

 

 

(32,938

)

Deferred tax liabilities

 

 

(8,257

)

 

 

(36,673

)

Net deferred tax assets (liabilities)

 

$

—

 

 

$

(1,095

)

 

As of December 31, 2021, we have net operating loss carryforwards available to reduce future taxable income, if any, for federal and state income tax purposes of approximately $1.5 billion and $229.2 million, respectively. The federal net operating losses generated prior to 2018 amounting to $37.5 million will begin to expire in 2035, losses generated after 2018 amounting to $1.5 billion will carry over indefinitely and would be subject to an 80% taxable income limitation in the year utilized. State net operating losses will generally begin to expire in 2038.

As of December 31, 2021, we had federal research and development and orphan drug credit carryforwards of $73.3 million, which will expire beginning in 2036 if not utilized. As of December 31, 2021, we have California and other state research and development tax credit carryforwards of $12.5 million. The state research and development tax credits will expire at various dates while the California research and development tax credits will carry over indefinitely.

A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes our historical operating losses and forecast of future losses, we provided a full valuation allowance against the deferred tax assets resulting from the tax loss and credits carried forward. 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. As discussed in Note 2, we have 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. The valuation allowance increased by $199.5 million, $95.5 million and $79.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to an ownership change limitation as provided by section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. In the event that we had a change of ownership, utilization of the net operating loss and tax credit carryforwards may be restricted.

As of December 31, 2021, we had an immaterial amount of undistributed earnings of our non-U.S. subsidiaries for which we have not provided for non-U.S. withholding taxes and state taxes because such earnings are intended to be reinvested indefinitely in international operations. The amount of applicable taxes due if such earnings were distributed would be immaterial. Accordingly, we have not provisioned U.S. state taxes and foreign withholding taxes on non-U.S. subsidiaries for which the earnings are permanently reinvested.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Balance at the beginning of the year

 

$

12,524

 

 

$

7,604

 

Additions of prior year positions

 

 

4,037

 

 

 

—

 

Reductions of prior year positions

 

 

(354

)

 

 

(224

)

Additions based on tax positions related to
   current year

 

 

5,047

 

 

 

5,144

 

Balance at the end of the year

 

$

21,254

 

 

$

12,524

 

 

As of December 31, 2021 and 2020, we have not recorded interest and penalties associated with our unrecognized tax benefits. Our policy is to recognize interest and penalties related to income tax matters in income tax expense.

Our unrecognized gross tax benefits would not reduce the annual effective tax rate if recognized because we have recorded a valuation allowance on our deferred tax assets.

We file federal and various income tax returns. We currently have no federal or state tax examinations in progress. All years are open for examination by federal and state authorities.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act includes income tax provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also allowed for the deferral of employer payroll taxes, which we have done and the liability is accounted for in our consolidated financial statement. The provisions of the CARES Act did not have a material impact on our consolidated financial statements.

On June 29, 2020, the Governor of California signed Assembly Bill (“AB”) 85 suspending California net operating loss (“NOL”) utilization and imposing a cap on the amount of business incentive tax credits that companies can utilize, effective for tax years 2020, 2021 and 2022. AB 85 will not impact our income tax provisions as we are in taxable loss position.
v3.22.0.1
Net Loss Per Share Attributable to Common Stockholders of BridgeBio
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Net Loss Per Share Attributable to Common Stockholders of BridgeBio
18.
Net Loss Per Share Attributable to Common Stockholders of BridgeBio

Basic net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss by the weighted-average number of shares of common stock outstanding. Diluted net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, plus all additional common shares that would have been outstanding, assuming dilutive potential common shares had been issued for other dilutive securities. For the years ended December 31, 2021, 2020 and 2019, diluted and basic net loss per share attributable to common stockholders of BridgeBio was identical since potential common shares were excluded from the calculation, as their effect was anti-dilutive.

The following common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders of BridgeBio, because including them would have been antidilutive:

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Unvested RSAs

 

 

1,789,943

 

 

 

3,364,366

 

 

 

5,603,452

 

Unvested RSUs

 

 

3,537,719

 

 

 

1,053,838

 

 

 

362,163

 

Unvested market-based RSUs

 

—

 

 

 

2,380

 

 

 

129,871

 

Unvested performance-based RSUs

 

 

69,340

 

 

 

73,304

 

 

—

 

Unvested performance-based RSAs

 

—

 

 

 

22,611

 

 

—

 

Common stock options issued and outstanding

 

 

12,141,756

 

 

 

7,632,961

 

 

 

4,626,777

 

Estimated shares issuable under performance-based milestone
  compensation arrangements

 

 

13,959,588

 

 

 

4,161,970

 

 

—

 

Estimated shares issuable under the ESPP

 

 

172,927

 

 

 

50,584

 

 

—

 

Assumed conversion of 2027 Notes

 

 

12,878,305

 

 

 

12,878,305

 

 

—

 

Assumed conversion of 2029 Notes

 

 

7,702,988

 

 

—

 

 

—

 

 

 

 

52,252,566

 

 

 

29,240,319

 

 

 

10,722,263

 

 

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 16, 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.
v3.22.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of BridgeBio Pharma, Inc., its wholly-owned subsidiaries and controlled entities, 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 consolidated statements of operations equal to the percentage of the economic or ownership interests 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. Refer to Note 5.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) 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, and our cash flows for the periods presented. The results of operations for the years ended December 31, 2021, 2020 and 2019 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 period.
Presentation Reclassifications

Presentation Reclassifications

Certain reclassifications have been made to the consolidated statements of cash flows for the year ended December 31, 2020 and 2019 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.
Variable Interest Entities and Voting Interest Entities

Variable Interest Entities and Voting Interest Entities

BridgeBio consolidates those entities in which it has a direct or indirect controlling financial interest based on either the VIE model or the VOE model.

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.

To assess whether BridgeBio has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, BridgeBio considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (management and representation on the Board of Directors) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.

To assess whether BridgeBio has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, BridgeBio considers all of its economic interests, which primarily include equity investments in preferred and common stock and issuance of notes that are convertible into preferred stock, that are deemed to be variable interests in the VIE. This assessment requires BridgeBio to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE’s capital structure, and the reasons why the interests are held by BridgeBio.

At the VIE’s inception, BridgeBio determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. We have determined that the consolidated VIEs, in which BridgeBio is the primary beneficiary, individually meet the definition of a business. There are no significant restrictions on the assets and liabilities of BridgeBio’s consolidated VIEs. BridgeBio then performs ongoing reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation and disclosure conclusions are required each reporting period.

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, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating, or liquidation rights. Refer to Note 5.

Equity Method and Other Equity Investments

Equity Method and Other Equity Investments

We utilize the equity method to account for investments when we possess the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. We apply the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

In applying the equity method, we record the investment at cost unless the initial recognition is the result of the deconsolidation of a subsidiary, in which case it is recorded at fair value. We subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee based on our percentage of common stock ownership during the respective reporting period. Payments to investees such as additional investments, loans, and expenses incurred on behalf of investees, as well as payments from investees such as dividends, distributions, and repayments of loans are recorded as adjustments to the carrying value of the investment. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses may be recorded if we have other investment in the investee not accounted for under the equity method, have guaranteed obligations of the investee, or we are otherwise committed to provide further financial support for the investee.

We account for investments at fair value when we do not have significant influence over the investee. In the absence of readily determinable fair value, we measure the investment at cost less impairment plus or minus observable price changes, if any. We recognize income for any dividends declared from the distribution of the investee’s earnings.

As of December 31, 2020, we had an equity method and equity security investments in PellePharm. The equity security investments in PellePharm were without a readily determinable fair value and were carried at cost less impairment plus or minus observable price changes. PellePharm became a consolidated VIE in April 2021. As of December 31, 2020, we had an equity method investment in LianBio representing ordinary shares held by BBP LLC. We started accounting for the investment in LianBio under Accounting Standards Codification (“ASC”) 321, Investments — Equity Securities in November 2021. Refer to Note 7 for further discussion on the PellePharm and LianBio investments, both of which are no longer accounted for as equity method investments as of December 31, 2021. We no longer have any equity method investments as of December 31, 2021.

Under the equity method of accounting, our investments are reviewed for indicators of impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. Factors that may be indicative of an impairment include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity and a current fair value of an investment that is less than its carrying amount. Indicators that a decline in value may be other-than-temporary include the length of time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and our ability to retain our investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value and general market conditions. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions. No impairment charge was recognized for the years ended December 31, 2021, 2020 and 2019 related to our equity method investments.
Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. Our cash, cash equivalents and restricted cash are held in financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to the financial institutions.

We are subject to certain risks and uncertainties and we believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which we rely, development of sales channels, protection of our intellectual property, litigation or claims against us based on intellectual property, patent, product, regulatory, clinical or other factors, and our ability to attract and retain employees necessary to support our growth.

We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expects to continue to rely on a small number of manufacturers to supply us with our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs.

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, the resources of healthcare providers and hospitals have been focused on fighting the virus and any variants of the virus, 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. 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 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 consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying 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,
•
accounting for stock-based award modifications,
•
the present value of lease payments of our leases on the respective lease commencement dates,
•
the expected recoverability and estimated useful lives of our long-lived assets,
•
the fair value of the LEO call option liability up until its termination (see Note 7), and
•
the fair value of the liability component of our 2.50% convertible senior notes due 2027 (the “2027 Notes”) in 2020 prior to our adoption of 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”, see succeeding section and Note 10).

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.
Restricted Cash

Restricted Cash

Under certain lease agreements and letters of credit, we have pledged cash and cash equivalents as collateral. As of December 31, 2021 and 2020, restricted cash related to such agreements was $2.6 million.
Cash, Cash Equivalents and Marketable Securities

Cash, Cash Equivalents and Marketable Securities

We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. 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. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included as a component of shareholders’ equity (deficit). We classify our marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity which is included in interest income on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.

Our cash, cash equivalents and marketable securities are exposed to credit risk in the event of default by the third parties that hold or issue such assets. Our cash, cash equivalents and marketable securities are held by financial institutions that management believes are of high credit quality. Our investment policy limits investments to fixed income securities denominated and payable in U.S. dollars such as corporate bonds, corporate commercial paper, U.S. government obligations, and money market funds, and places restrictions on maturities and concentrations by type and issuer.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

393,772

 

 

$

356,082

 

 

$

363,773

 

Restricted cash — Included in “Prepaid expenses and other current assets”

 

 

177

 

 

 

139

 

 

 

—

 

Restricted cash — Included in “Other assets”

 

 

2,416

 

 

 

2,458

 

 

 

424

 

Total cash, cash equivalents and restricted cash
   shown in the consolidated statements of
   cash flows

 

$

396,365

 

 

$

358,679

 

 

$

364,197

 

 
Investment in Equity Securities

Investment in Equity Securities

We have investment in equity securities of public companies starting in 2021. We measure the fair value of our investment in equity securities at each reporting period in accordance with ASC 321. Changes in fair value resulting from observable price changes are included in “Other income (expense), net” in our consolidated statements of operations. Upon sale of an equity security, any realized gain or loss is recognized in our consolidated statements of operations. We generally classify our investment in equity securities as a noncurrent asset. We classify our investment in equity securities as a current asset if we intend to liquidate these shares to fund current operations, should the need arise.
Fair Value Measurements

Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment we exercise in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, receivable from licensing and collaboration agreements, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values, due to their short-term nature.
Property and Equipment, net

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment are calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the life of the assets are expensed when incurred. Upon sale or retirement of assets, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

The estimated useful lives of our property and equipment are as follows:

 

 

 

 

Furniture and office equipment

 

3 - 5 years

Laboratory and machinery equipment

 

5 - 15 years

Leasehold improvements

 

Shorter of remaining lease term or estimated useful life of the related asset

 

Depreciation and amortization expense of property and equipment was $3.3 million for the year ended December 31, 2021. Depreciation and amortization expense was not material for the years ended December 31, 2020 and 2019.

Leases

Leases

Our lease portfolio includes leases for our headquarters, office spaces, and laboratory facilities. We determine if an arrangement is a lease at the inception of the contract. The asset component of our operating leases is recorded as “Operating lease right-of-use assets”, and the liability component is recorded as “Operating lease liabilities, current portion” and “Operating lease liabilities, net of current portion” in our consolidated balance sheets. The asset component of our finance leases is included in “Property and equipment, net”, and current and noncurrent finance lease liabilities are presented as part of “Other accrued liabilities” and “Other long-term liabilities”, respectively, in our consolidated balance sheets. Assets under finance leases are depreciated in a manner similar to other property and equipment.

Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Right-of-use assets are adjusted for lease incentive amounts expected to be received. On the lease commencement date, we estimate and include in our lease payments any lease incentive amounts based on future events when (1) the events are within our control and (2) the event triggering the right to receive the incentive is deemed reasonably certain to occur. If the lease incentive received is greater or less than the amount recognized at lease commencement, we recognize the difference as an adjustment to right-of-use asset and/or lease liability, as applicable.

Right-of-use assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset, which is generally straight-line, over the shorter of the lease term or the useful life of the right-of-use asset. We recognize variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease.
Asset Acquisitions

Asset Acquisitions

We measure and recognize asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances 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. Refer to Note 14 for impairment of certain long-lived assets recognized for the year ended December 31, 2021.
Segments

Segments

We determined that we are a single operating and reportable segment, which is the business of identifying and advancing transformative medicines to treat patients. We operate in one segment because our business offerings have similar economics and other characteristics, including the nature of products and manufacturing processes, types of customers, distribution methods, and regulatory environment. We are comprehensively managed as one business segment by the Chief Operating Decision Maker, which is our Chief Executive Officer.

Revenue from license and collaborative arrangements are attributed to regions based on the headquarters of the partner.

•
For the year ended December 31, 2021, approximately 80% and 13% of our total revenue is from Helsinn Healthcare S.A. (“HHC”) with headquarters located in Switzerland and from LianBio with headquarters located in Shanghai, China.
•
For the year ended December 31, 2020, approximately 97% of our total revenue is from LianBio.
•
For the year ended December 31, 2019, approximately 66% of our total revenue is from Alexion Pharmaceuticals with headquarters located in the United States and 34% with LianBio.

As of December 31, 2021, our capitalized property and equipment located in the United States and Canada is approximately 85% and 15%, respectively. Our capitalized property and equipment is primarily located in the United States as of December 31, 2020.

Capped Call Transactions

Capped Call Transactions

In January 2021 and March 2020, in connection with the issuance of the 2.25% convertible senior notes due 2029 (the “2029 Notes”) and the 2027 Notes, respectively (see Note 10), BridgeBio entered into certain capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the holders of BridgeBio’s common stock upon any conversion of the Notes and/or offset any cash payments BridgeBio is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on the cap price (see Note 10). The capped calls meet the conditions outlined in ASC 815-40, Derivatives and Hedging, to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
Debt Issuance Costs

Debt Issuance Costs

Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest, we present debt issuance costs on the consolidated balance sheets as a direct deduction from the associated debt.

Prior to our adoption of ASU 2020-06, a portion of debt issuance costs incurred in connection with the 2027 Notes issued in March 2020 was allocated to the equity component and was recorded as a reduction to additional paid in capital, which was not amortized to interest expense over the estimated life of the related debt. Upon early adoption effective as of January 1, 2021, we no longer separately account for the liability and equity components of the 2027 Notes. See Note 10 for detailed discussion on the 2027 Notes.
Treasury Stock

Treasury Stock

Repurchased treasury stock is recorded at cost, including any commissions and fees.

License Arrangements and Multiple-Element Arrangements

License Arrangements and Multiple-Element Arrangements

Revenue from non-refundable, upfront license or technology access payments under license arrangements that are not dependent on any future performance by us is recognized when control of the license is transferred to our customer and our customer is able to benefit from the license. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation.

When we enter into license agreements, we assess whether the arrangements fall within the scope of 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 activities between us and our partner fall within the scope of other accounting literature. If we conclude that payments for activities from our partner to us represent consideration from a customer, such as license fees and contract manufacturing and research and development activities, we account for those elements within the scope of ASC 606, Revenue from Contracts with Customers. 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 present 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 present 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. 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 Fees: 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.

Product Sales: Revenue is recognized when our customers obtain control of the product and revenue is adjusted to reflect discounts, chargebacks, rebates, returns and other allowances associated with the respective sales.
Research and Development Expenses

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses consist of salaries, benefits and other personnel related costs including stock-based compensation expense, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain research and development activities on our behalf, and allocated facility and other related costs. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed.
Accrued Research and Development Liabilities

Accrued Research and Development Liabilities

We record accruals for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and include these costs in accrued research and development liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations. These costs are a significant component of our research and development expenses.

Examples of estimated research and development expenses that we accrue include:

•
fees paid to CROs in connection with preclinical and toxicology studies and clinical trials;
•
fees paid to investigative sites in connection with clinical trials;
•
fees paid to CMOs in connection with the production of product and clinical trial materials; and
•
professional service fees for consulting and related services.

We base our expense accruals related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors, such as the successful enrollment of patients and the completion of clinical trial milestones. Our service providers generally invoice us monthly in arrears for services performed. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. We record advance payments to service providers as prepaid assets.

We record accruals for the estimated costs of our contract manufacturing activities performed by third parties. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows to our vendors. Payments under the contracts include upfront payments and milestone payments, which depend on factors such as the achievement of the completion of certain stages of the manufacturing process. For purposes of recognizing expense, we assess whether we consider the production process sufficiently defined to be considered the delivery of a good or the delivery of a service, where processes and yields are developing and less certain. If we consider the process to be the delivery of a good, we recognize expense when the drug product is delivered, or we otherwise bear risk of loss. If we consider the process to be the delivery of a service, we recognize expense based on our best estimates of the contract manufacturer’s progress towards completion of the stages in the contract. We base our estimates on the best information available at the time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. Any increases or decreases in cost are generally considered to be changes in estimates and will be reflected in research and development expenses in the period identified.
Milestone and Royalty Payments Under Asset Acquisitions, In-licensing and Other Agreements

Milestone and Royalty Payments Under Asset Acquisitions, In-licensing and Other Agreements

Under our asset acquisitions, in-licensing, and other agreements, we could be required to pay development, regulatory, and sales-based milestone payments if certain substantive milestones are met. We generally expense development milestones as incurred. For regulatory or sales-based milestones that are associated with an approved asset, we capitalize the milestone payments related to the asset purchase as a finite-lived intangible asset provided that the milestone payment is recoverable based on our estimated projected cash flows and if the asset has alternative future use. Such intangible asset is amortized over its estimated useful life on a straight-line basis, beginning on the date the asset is acquired, which would generally be the regulatory approval date. We assess the carrying value of our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Recoverability of finite-lived intangible assets is measured by comparison of the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate.

We could also be required to pay royalties based on actual net sales under in-licensing agreements and asset acquisitions. Such royalties are expensed in the period of sale of the product.
Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation arrangements include stock option grants, restricted stock awards (“RSA”), and restricted stock units (“RSU”) awards under our equity incentive plans, as well as shares issued under our Employee Stock Purchase Plan (“ESPP”), through which employees may purchase our common stock at a discount to the market price.

We use the Black‑Scholes‑Merton option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire shares granted under our ESPP. The Black‑Scholes‑Merton option valuation model requires the use of assumptions, including the expected term of the award and the expected share price volatility. We use the “simplified” method to estimate the expected option term.

Stock-based compensation is measured at the grant date for all stock-based awards made to employees and non-employees based on the fair value of the awards. Compensation expense for purchases under the ESPP is recognized based on the fair value of the award on the date of offering. Stock-based compensation is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The estimated fair value of equity awards that contain performance conditions is expensed using an accelerated method over the term of the award once we have determined that it is probable that performance milestones will be achieved. Compensation expense for equity-classified awards that contain performance conditions is measured based on the grant date fair value of the award. Compensation expense for liability-classified awards that contain performance conditions is initially measured based on the grant date fair value of the award and is remeasured at fair value at each reporting date until the date of settlement. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. We assess the probability of the performance milestones being met on a continuous basis. The grant date fair value of awards with a market condition is determined using a Monte Carlo valuation model and the compensation expense is recognized over the implied service period.

We have elected to recognize the actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur.

Stock-based compensation is recorded in research and development expense, and selling, general and administrative expense based on the function of the applicable employee and non-employee.

Accrued Milestone Compensation Arrangements

Accrued Milestone Compensation Arrangements

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 (1) cash, (2) equity of BridgeBio, or (3) cash or equity of BridgeBio at our sole election, upon achievement of each contingent milestone. For arrangements that involve settlement by cash or equity of BridgeBio at our sole election, we will classify the milestone compensation arrangements as liability-classified awards when it is probable of achievement because of the possible fixed monetary amounts settlement outcomes. The arrangements would also result in settlement with a variable number of shares based on the then-current stock price at achievement date of each contingent milestone should we elect to settle in equity.

We record accruals for the compensation expense arising from each development milestone when the specific contingent development milestone is probable of achievement and such accruals are measured at each reporting period. We estimate the probability of achieving such milestones based on the progression and expected outcome of the related clinical programs. We base our estimates on the best available information at that time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to milestone compensation expenses in future periods. Any increases or decreases in such expenses are generally considered to be changes in estimates and will be reflected in the period identified.
Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

For U.S. federal income tax purposes, we are required to file a consolidated U.S. federal income tax return for the consolidated entities which meet the requirements as prescribed by the consolidated regulations. Those entities that do not meet the threshold to be included in the consolidated filing continue to file separate U.S. federal income tax returns. We are required to assess stand-alone valuation allowances separately in each entity even though we consolidate their financial results in the consolidated financial statements. We continue to file combined state tax returns in most jurisdictions. As a result, we continue to assess the state portion of valuation allowance for those jurisdictions on a consolidated basis.

We evaluate our deferred tax assets regularly to determine whether adjustments to the valuation allowance are appropriate due to changes in facts or circumstances, such as changes in expected future pre-tax earnings, tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. Our material assumptions are our forecasts of future pre-tax earnings and the nature and timing of future deductions and income represented by the deferred tax assets and liabilities, all of which involve the exercise of significant judgment. Although we believe our estimates are reasonable, we are required to use significant judgment in determining the appropriate amount of valuation allowance recorded against deferred tax assets.

We recognize uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. Changes in recognition or measurement are reflected in the period in which judgment occurs. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes. To date, there have been no interest or penalties recorded in relation to unrecognized tax benefits.
LEO Call Option Liability

LEO Call Option Liability

We accounted for the LEO Call Option as a current liability as we had the obligation to sell our PellePharm shares to LEO at a pre-determined price if the option is exercised. The LEO Call Option liability was recorded at fair value upon execution of the LEO Agreement. The LEO Call Option liability was subject to remeasurement to fair value at each balance sheet date until the LEO Call Option was either exercised, terminated or it expired as it did not qualify for equity classification. Any change in the fair value of the LEO Call Option liability was recognized as a component of “Other income (expense), net” in the consolidated statements of operations. The LEO Call Option was terminated by LEO in 2021 and, therefore, no longer outstanding as of December 31, 2021. Refer to Notes 3 and 7 for further discussion.
Net Loss per Share Attributable to Common Stockholders of BridgeBio

Net Loss per Share Attributable to Common Stockholders of BridgeBio

Basic net loss per share attributable to common stockholders of BridgeBio is calculated by dividing the net loss by the weighted-average number of shares of BridgeBio’s common stock outstanding for the period, without consideration for potential dilutive shares of common stock, such as such as stock options, unvested restricted stock units and awards and performance-based milestone compensation awards, shares issuable under the employee stock purchase plan and assumed conversion of our 2029 and 2027 Notes. The common stock equivalents of performance-based milestone compensation arrangements are included as potentially dilutive shares only if the performance condition has been met as of the end of the reporting period. Shares of common stock subject to repurchase are excluded from the weighted-average shares. Since we were in a loss position for all periods presented, basic net loss per share attributable to common stockholders of BridgeBio is the same as diluted net loss per share attributable to common stockholders of BridgeBio since the effects of potentially dilutive securities are antidilutive.

Prior to the 2019 Reorganization, BBP LLC’s equity structure included issuances of redeemable convertible preferred units. No adjustment for cumulative returns on the redeemable convertible preferred units has been applied to the calculation of basic and diluted net loss per share attributable to common stockholders of BridgeBio, since such units were retroactively adjusted as if the 2019 Reorganization occurred at the beginning of the earliest period presented in our financial statements. See Note 15 to for additional details.
Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2020-06. In August 2020, the FASB issued ASU 2020-06, which simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either through a modified retrospective method or a full retrospective method of transition.

Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective method with respect to our 2027 Notes. As a result of the adoption, we no longer separately account 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; and, instead, account for our 2027 Notes wholly as debt. This also resulted in the derecognition of a deferred tax liability, which represented a basis difference in the face value of the 2027 Notes due to the previous allocation of portion of the proceeds to the equity component. Additionally, we recorded a cumulative adjustment to decrease our opening accumulated deficit balance as of January 1, 2021, representing a reduction in previously recorded interest expense accretion to the principal amount of our 2027 Notes through December 31, 2020. The following table summarizes the adjustments made to our consolidated balance sheet as of January 1, 2021 as a result of applying the modified retrospective method in adopting ASU 2020-06:

 

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

 

December 31,

2020

 

 

Account 2027 Notes wholly as debt

 

 

Cumulative impact on interest expense

 

 

January 1,

2021

 

 

 

(in thousands)

 

2027 Notes, net

 

$

383,436

 

 

$

169,173

 

 

$

(14,328

)

 

$

538,281

 

Other long-term liabilities (1)

 

 

9,520

 

 

 

(1,095

)

 

$

—

 

 

 

8,425

 

Additional paid-in capital

 

 

1,021,344

 

 

 

(168,078

)

 

 

—

 

 

 

853,266

 

Accumulated deficit

 

 

(888,755

)

 

 

—

 

 

 

14,328

 

 

 

(874,427

)

 

(1) Related deferred tax liability was recorded as part of “Other long-term liabilities.”

Under this transition method, we did not restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2021 in accordance with the pre-ASU 2020-06 guidance under ASC 470-20, Debt: Debt with Conversion and Other Options.

The adoption did not impact previously reported amounts in our consolidated statements of operations and cash flows and our basic and diluted net loss per share amounts. 
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.
v3.22.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

393,772

 

 

$

356,082

 

 

$

363,773

 

Restricted cash — Included in “Prepaid expenses and other current assets”

 

 

177

 

 

 

139

 

 

 

—

 

Restricted cash — Included in “Other assets”

 

 

2,416

 

 

 

2,458

 

 

 

424

 

Total cash, cash equivalents and restricted cash
   shown in the consolidated statements of
   cash flows

 

$

396,365

 

 

$

358,679

 

 

$

364,197

 

 
Summary of Estimated Useful Lives of our Property and Equipment

The estimated useful lives of our property and equipment are as follows:

 

 

 

 

Furniture and office equipment

 

3 - 5 years

Laboratory and machinery equipment

 

5 - 15 years

Leasehold improvements

 

Shorter of remaining lease term or estimated useful life of the related asset
Summary of Adjustments to Consolidated Balance Sheet The following table summarizes the adjustments made to our consolidated balance sheet as of January 1, 2021 as a result of applying the modified retrospective method in adopting ASU 2020-06:

 

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

 

December 31,

2020

 

 

Account 2027 Notes wholly as debt

 

 

Cumulative impact on interest expense

 

 

January 1,

2021

 

 

 

(in thousands)

 

2027 Notes, net

 

$

383,436

 

 

$

169,173

 

 

$

(14,328

)

 

$

538,281

 

Other long-term liabilities (1)

 

 

9,520

 

 

 

(1,095

)

 

$

—

 

 

 

8,425

 

Additional paid-in capital

 

 

1,021,344

 

 

 

(168,078

)

 

 

—

 

 

 

853,266

 

Accumulated deficit

 

 

(888,755

)

 

 

—

 

 

 

14,328

 

 

 

(874,427

)

 

(1) Related deferred tax liability was recorded as part of “Other long-term liabilities.”
v3.22.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
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:

 

 

 

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

 

 

 

—

 

Short-term 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 short-term 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

 

 

 

 

December 31, 2020

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

266,437

 

 

$

266,437

 

 

$

—

 

 

$

—

 

Short-term marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills

 

 

14,999

 

 

 

—

 

 

 

14,999

 

 

 

—

 

U.S. treasury notes

 

 

45,391

 

 

 

—

 

 

 

45,391

 

 

 

—

 

Commercial paper

 

 

144,851

 

 

 

—

 

 

 

144,851

 

 

 

 

Corporate debt securities

 

 

45,770

 

 

 

—

 

 

 

45,770

 

 

 

—

 

Total short-term marketable securities

 

 

251,011

 

 

 

—

 

 

 

251,011

 

 

 

—

 

Warrants in a LianBio subsidiary

 

 

3,338

 

 

 

—

 

 

 

—

 

 

 

3,338

 

Total financial assets

 

$

520,786

 

 

$

266,437

 

 

$

251,011

 

 

$

3,338

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

LEO call option liability

 

$

5,550

 

 

$

—

 

 

$

—

 

 

 

5,550

 

Embedded derivative

 

 

1,340

 

 

 

—

 

 

 

—

 

 

 

1,340

 

Total financial liabilities

 

$

6,890

 

 

$

—

 

 

$

—

 

 

$

6,890

 
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 for the year ended December 31, 2021 consisted of the following:

 

 

 

Total

 

 

 

(in thousands)

 

Unrealized gain on conversion from equity method investment
  to investment in equity securities

 

$

68,538

 

Net realized gains recognized on investment in equity securities sold

 

 

2,206

 

Net unrealized losses recognized on investment in equity securities
  held as of the end of the period

 

 

(40,830

)

Total net gains included in “Other income (expense), net”

 

$

29,914

 

 

 

 

 

 
LEO Call Option  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Summary of Changes in Estimated Fair Value of Liability

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. The following table sets forth a summary of the change in the estimated fair value of the LEO call option liability recorded in “Other income (expense), net”:

 

 

 

Total

 

 

 

(in thousands)

 

Balance as of January 1, 2019

 

$

3,009

 

Change in fair value upon remeasurement

 

 

1,069

 

Balance as of December 31, 2019

 

 

4,078

 

Change in fair value upon remeasurement

 

 

1,472

 

Balance as of December 31, 2020

 

 

5,550

 

Change in fair value upon notice of termination of the LEO call option

 

 

(5,550

)

Balance as of December 31, 2021

 

$

—

 

 

 

 

 

 
Schedule of Estimated Fair Value of Liability

Historically, we estimated the fair value of the LEO call option by estimating the fair value of various clinical, regulatory, and sales milestones based on the estimated risk and probability of achievement of each milestone, and allocated the value using a Black-Scholes option pricing model. The following assumptions were used in the valuation as of December 31, 2020:

 

 

 

December 31,

 

 

2020

Probability of milestone achievement

 

12.0%-84.0%

Discount rate

 

0.1%-14.3%

Expected term (in years)

 

1.25-6.25

Expected volatility

 

80.0%-95.0%

Risk-free interest rate

 

1.16%-1.53%

Dividend yield

 

—

 
v3.22.0.1
Cash Equivalents and Marketable Securities (Tables)
 12 Months Ended
Dec. 31, 2021
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:

 

 

 

December 31, 2021

 

 

 

Amortized
Cost Basis

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Estimated
Fair Value

 

 

 

(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

 

Short-term 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 short-term marketable securities

 

 

393,873

 

 

 

2

 

 

 

(132

)

 

 

393,743

 

Total cash equivalents and
  marketable securities

 

$

626,976

 

 

$

2

 

 

$

(134

)

 

$

626,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Amortized
Cost Basis

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Fair Value

 

 

 

(in thousands)

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

266,437

 

 

$

—

 

 

$

—

 

 

$

266,437

 

Short-term marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills

 

 

14,996

 

 

 

3

 

 

 

—

 

 

 

14,999

 

U.S. treasury notes

 

 

45,292

 

 

 

100

 

 

 

(1

)

 

 

45,391

 

Commercial paper

 

 

144,851

 

 

 

—

 

 

 

—

 

 

 

144,851

 

Corporate debt securities

 

 

45,680

 

 

 

93

 

 

 

(3

)

 

 

45,770

 

Total short-term marketable securities

 

 

250,819

 

 

 

196

 

 

 

(4

)

 

 

251,011

 

Total cash equivalents and
  marketable securities

 

$

517,256

 

 

$

196

 

 

$

(4

)

 

$

517,448

 
v3.22.0.1
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Recognized Intangible Assets

The following table summarizes our recognized intangible assets for the year ended December 31, 2021 as a result of the arrangements described in the following sections:

 

 

Weighted Average
Estimated Useful Lives

 

December 31, 2021

 

 

 

 

(in thousands)

 

Gross amount

12.8 years

 

$

47,500

 

Less accumulated amortization

 

 

 

(2,566

)

Net book value

 

 

$

44,934

 
v3.22.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2021
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 December 31, 2021.

 

 

 

Potential Fixed Monetary
Amount

 

 

Accrued
Amount (1)

 

Settlement Type

 

(in thousands)

 

Cash

 

$

10,799

 

 

$

1,045

 

Stock (2)

 

 

116,481

 

 

 

12,247

 

Cash or stock at our sole discretion

 

 

114,351

 

 

 

2,394

 

Total

 

$

241,631

 

 

$

15,686

 
(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 16.
v3.22.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2021
Term Loans  
Debt Instrument [Line Items]  
Schedule of Loans Balances

The following table summarizes our term loans:

 

 

 

December 31, 2021

 

 

December 31,
2020

 

 

 

Loan Agreement

 

 

Hercules Loan and Security Agreement

 

 

Silicon Valley Bank and Hercules Loan Agreement

 

 

Total

 

 

 

(in thousands)

 

 

(in thousands)

 

 

 

 

Principal value of term loans

 

$

450,000

 

 

$

75,000

 

 

$

17,500

 

 

$

92,500

 

Debt discount, issuance costs and
   end-of-term fees accretion

 

 

(19,248

)

 

 

1,936

 

 

 

(557

)

 

 

1,379

 

Total

 

 

430,752

 

 

 

76,936

 

 

 

16,943

 

 

 

93,879

 

Term loans, current portion

 

 

—

 

 

 

—

 

 

 

(1,458

)

 

 

(1,458

)

Term loans, net of current portion

 

$

430,752

 

 

$

76,936

 

 

$

15,485

 

 

$

92,421

 
Loan Agreement  
Debt Instrument [Line Items]  
Schedule of Future Minimum Payments

Future minimum payments under the Loan Agreement as of December 31, 2021, are as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Year Ending December 31:

 

 

 

2022

 

$

34,358

 

2023

 

 

41,110

 

2024

 

 

41,223

 

2025

 

 

224,309

 

2026

 

 

289,279

 

Total future payments

 

 

630,279

 

Less amounts representing interest

 

 

(171,279

)

Less exit fee

 

 

(9,000

)

Total principal amount of term loan payments

 

$

450,000

 
2027 Notes  
Debt Instrument [Line Items]  
Schedule of Loans Balances

The outstanding Notes’ balances consisted of the following:

 

 

December 31, 2021

 

 

December 31, 2020

 

 

2029 Notes

 

 

2027 Notes

 

 

2027 Notes

 

 

(in thousands)

 

 

(in thousands)

 

Liability component

 

 

 

 

 

 

 

 

Principal

$

747,500

 

 

$

550,000

 

 

$

550,000

 

Unamortized debt discount and issuance costs

 

(14,381

)

 

 

(10,066

)

 

 

(166,564

)

Net carrying amount

$

733,119

 

 

$

539,934

 

 

$

383,436

 

Equity component, net of issuance costs

 

 

 

 

 

 

$

169,173

 

 
Schedule of Total Interest Expense Recognized Related to 2027 Notes

The following table sets forth the total interest expense recognized and effective interest rates related to the Notes:

 

 

 

Year Ended December 31, 2021

 

 

Year Ended December 31, 2020

 

 

 

 

2029 Notes

 

 

2027 Notes

 

 

Total

 

 

2027 Notes

 

 

 

 

(in thousands)

 

 

(in thousands)

 

 

Contractual interest expense

 

$

15,557

 

 

$

13,750

 

 

$

29,307

 

 

$

11,153

 

 

Amortization of debt discount and issuance costs

 

 

1,682

 

 

 

1,654

 

 

 

3,336

 

 

 

15,649

 

 

Total interest and amortization expense

 

$

17,239

 

 

$

15,404

 

 

$

32,643

 

 

$

26,802

 

 

Effective interest rate

 

 

2.6

%

 

 

2.8

%

 

 

 

 

 

8.8

%

 
Schedule of Future Minimum Payments

Future minimum payments under the Notes as of December 31, 2021, are as follows:

 

 

 

2029 Notes

 

 

2027 Notes

 

 

Total

 

 

 

(in thousands)

 

Year ending December 31:

 

 

 

 

 

 

 

 

 

2022

 

$

16,819

 

 

$

13,750

 

 

$

30,569

 

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

 

 

873,642

 

 

 

625,625

 

 

 

1,499,267

 

Less amounts representing interest

 

 

(126,142

)

 

 

(75,625

)

 

 

(201,767

)

Total principal amount

 

$

747,500

 

 

$

550,000

 

 

$

1,297,500

 
v3.22.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Components of Lease Cost

The components of lease cost are as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Straight line operating lease costs

 

$

5,611

 

 

$

3,786

 

Finance lease costs

 

 

402

 

 

 

9

 

Variable lease costs

 

 

4,243

 

 

 

832

 

Total lease cost

 

$

10,256

 

 

$

4,627

 

 

 

 

 

 

 

 
Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

6,122

 

 

$

4,169

 

Operating cash flows for finance lease

 

 

272

 

 

 

34

 

Right-of-use assets obtained in exchange of lease obligations

 

 

 

 

 

 

Operating leases

 

 

6,380

 

 

 

19,595

 

Finance lease

 

 

—

 

 

 

1,726

 

 

 

 

 

 

 

 
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:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Weighted-average remaining lease term (in years)

 

 

 

 

 

 

Operating leases

 

 

5.6

 

 

 

5.1

 

Finance lease

 

 

4.1

 

 

 

5.1

 

Weighted-average discount rate

 

 

 

 

 

 

Operating leases

 

 

5.58

%

 

 

6.24

%

Finance lease

 

 

6.62

%

 

 

6.62

%

 

 

 

 

 

 

 
Schedule of Future Minimum Lease Payments for Noncancelable Leases

As of December 31, 2021, future minimum lease payments for our noncancelable leases are as follows:

 

 

 

Operating Leases

 

 

Finance Lease

 

 

 

(in thousands)

 

Year ending December 31:

 

 

 

 

 

 

2022

 

$

6,035

 

 

$

387

 

2023

 

 

5,292

 

 

 

432

 

2024

 

 

4,481

 

 

 

445

 

2025

 

 

3,971

 

 

 

459

 

2026

 

 

1,903

 

 

 

38

 

Thereafter

 

 

4,413

 

 

 

—

 

Total future minimum lease payments

 

 

26,095

 

 

 

1,761

 

Imputed interest

 

 

(3,729

)

 

 

(221

)

Total

 

$

22,366

 

 

$

1,540

 

 

 

 

 

 

 

 

Reported as of December 31, 2021

 

 

 

 

 

 

Operating lease liabilities, current portion

 

$

4,938

 

 

 

 

Operating lease liabilities, net of current portion

 

 

17,428

 

 

 

 

Total operating lease liabilities

 

$

22,366

 

 

 

 

Finance lease liability, current portion — Included
  in “Other accrued liabilities”

 

 

 

 

$

295

 

Finance lease liability, net of current portion —
  Included in “Other long-term liabilities”

 

 

 

 

 

1,245

 

Total finance lease liability

 

 

 

 

$

1,540

 

 
v3.22.0.1
2021 Share Repurchase Program and, 2020 Shelf Registration and 2019 Reorganization and IPO (Tables)
 12 Months Ended
Dec. 31, 2021
Reorganizations [Abstract]  
Summary of Number of Shares of Common Stock Issued to BBP LLC Unitholders in Reorganization

The number of shares of BridgeBio’s common stock issued to BBP LLC unitholders in the Reorganization is shown in the below table by unit class:

 

BBP LLC unit class

 

Number of
BridgeBio's
Shares Issued

 

Series D Preferred Units

 

 

30,459,426

 

Series C Preferred Units

 

 

31,992,709

 

Series B Preferred Units

 

 

17,794,455

 

Series A Preferred Units

 

 

4,918,881

 

Founder Units

 

 

2,252,916

 

Common Units

 

 

1,794,823

 

Management Incentive Units

 

 

10,786,757

 

Total shares issued

 

 

99,999,967

 
v3.22.0.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2021
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 consolidated statements of operations for employees and non-employees:

 

 

 

Year Ended December 31, 2021

 

 

 

BridgeBio
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

53,829

 

 

$

2,366

 

 

$

56,195

 

Selling, general and administrative

 

 

46,357

 

 

 

3,022

 

 

 

49,379

 

Total stock-based compensation

 

$

100,186

 

 

$

5,388

 

 

$

105,574

 

 

 

 

Year Ended December 31, 2020

 

 

 

BridgeBio
Equity Plan

 

 

Eidos
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

16,316

 

 

$

5,743

 

 

$

626

 

 

$

22,685

 

Selling, general and administrative

 

 

30,285

 

 

 

5,159

 

 

 

330

 

 

 

35,774

 

Total stock-based compensation

 

$

46,601

 

 

$

10,902

 

 

$

956

 

 

$

58,459

 

 

 

 

Year Ended December 31, 2019

 

 

 

BridgeBio
Equity Plan

 

 

Eidos
Equity Plan

 

 

Other
Subsidiaries
Equity Plan

 

 

Total

 

 

 

(in thousands)

 

Research and development

 

$

986

 

 

$

2,313

 

 

$

366

 

 

$

3,665

 

Selling, general and administrative

 

 

14,204

 

 

 

3,060

 

 

 

445

 

 

 

17,709

 

Total stock-based compensation

 

$

15,190

 

 

$

5,373

 

 

$

811

 

 

$

21,374

 
Summary of Stock Option Activity

The following table summarizes BridgeBio’s stock option activity under the Plans for the year ended December 31, 2021:

 

 

Options
Outstanding

 

 

Weighted-
Average
Exercise
Price per
Option

 

 

Weighted-
Average
Remaining
Contractual
Life (years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding as of December 31, 2020

 

 

 

 

7,632,961

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

6,778,112

 

 

 

 

 

$

23.83

 

 

 

8.8

 

 

 

320,473

 

Exchange Program

 

854,849

 

 

 

 

 

$

2.22

 

 

 

8.2

 

 

 

58,891

 

Granted

 

 

 

 

5,968,204

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

3,191,532

 

 

 

 

 

$

47.58

 

 

 

 

 

 

 

Eidos Awards Exchange

 

2,776,672

 

 

 

 

 

$

16.33

 

 

 

 

 

 

 

Exercised

 

 

 

 

(1,193,592

)

 

 

 

 

 

 

 

 

 

Regular equity program

 

(341,542

)

 

 

 

 

$

21.17

 

 

 

 

 

 

 

Eidos Awards Exchange

 

(547,627

)

 

 

 

 

$

16.24

 

 

 

 

 

 

 

Exchange Program

 

(304,423

)

 

 

 

 

$

1.71

 

 

 

 

 

 

 

Cancelled

 

 

 

 

(265,817

)

 

 

 

 

 

 

 

 

 

Regular equity program

 

(134,844

)

 

 

 

 

$

28.24

 

 

 

 

 

 

 

Eidos Awards Exchange

 

(121,419

)

 

 

 

 

$

19.99

 

 

 

 

 

 

 

Exchange Program

 

(9,554

)

 

 

 

 

$

5.28

 

 

 

 

 

 

 

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

 

Exercisable as of December 31, 2021

 

 

 

 

5,033,494

 

 

 

 

 

 

 

 

 

 

Regular equity program

 

3,362,783

 

 

 

 

 

$

24.52

 

 

 

7.8

 

 

$

—

 

Eidos Awards Exchange

 

1,183,628

 

 

 

 

 

$

12.66

 

 

 

6.1

 

 

$

8,034

 

Exchange Program

 

487,083

 

 

 

 

 

$

2.10

 

 

 

7.0

 

 

$

7,271

 
Summary of Restricted Stock Units Activity

The following table summarizes BridgeBio’s RSU activity under the Plans for the year ended December 31, 2021:

 

 

 

Unvested
Shares of
RSUs
Outstanding

 

 

Weighted-
Average
Grant Date
Fair Value

 

Balance as of December 31, 2020

 

 

1,053,838

 

 

$

34.21

 

Granted

 

 

3,230,243

 

 

$

49.44

 

Vested

 

 

(504,518

)

 

$

44.64

 

Cancelled

 

 

(241,844

)

 

$

52.69

 

Balance as of December 31, 2021

 

 

3,537,719

 

 

$

45.36

 
Summary of Restricted Stock Award Activity

The following table summarizes our RSA activity under the Plans for the year ended December 31, 2021:

 

 

 

Unvested
Shares of
RSAs
Outstanding

 

 

Weighted-
Average
Grant Date
Fair Value

 

Balance as of December 31, 2020

 

 

3,364,366

 

 

$

4.47

 

Granted — Exchange Program

 

 

395,672

 

 

$

60.82

 

Vested — Exchange Program

 

 

(395,672

)

 

$

60.82

 

Vested — Regular equity program

 

 

(1,569,006

)

 

$

3.29

 

Cancelled — Regular equity program

 

 

(5,417

)

 

$

7.09

 

Balance as of December 31, 2021

 

 

1,789,943

 

 

$

5.50

 
Eidos | Employee Stock Options Valuation  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Assumptions Used to Determine Fair Value of Stock Option Granted

For the years ended December 31, 2020 and 2019, the fair value of employee of Eidos stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

 

 

 

Year Ended December 31,

 

 

 

2020

 

2019

 

Expected term (in years)

 

 

6.06

 

 

6.07

 

Expected volatility

 

 

72.1

%

 

72.4

%

Risk-free interest rate

 

 

0.52

%

 

1.95

%

Dividend yield

 

—

 

—

 
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 Option Granted

We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under ESPP. We used the following weighted-average assumptions in the Black-Scholes calculations:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Stock Options

 

 

ESPP

 

 

Stock Options

 

 

ESPP

 

 

Stock Options

 

 

ESPP

 

Expected term (in years)

 

5.50-6.08

 

 

 

0.50

 

 

5.00-6.08

 

 

0.40-0.65

 

 

5.00-6.08

 

 

 

0.40

 

Expected volatility

 

49.0%-52.0%

 

 

47.6%-52.0%

 

 

36.3%-46.4%

 

 

32.5%-47.6%

 

 

36.4%-37.5%

 

 

 

43.4

%

Risk-free interest rate

 

0.63%-1.33%

 

 

0.05%-0.13%

 

 

0.31%-1.50%

 

 

0.13%-1.57%

 

 

1.69%-1.86%

 

 

 

2.12

%

Dividend yield

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Weighted-average fair
   value of stock-based
   awards granted

 

$

23.09

 

 

$

18.31

 

 

$

11.29

 

 

$

10.48

 

 

$

7.81

 

 

$

5.51

 
Management Incentive Units and Common Units | BBP LLC  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Assumptions Used to Determine Fair Value of Stock Option Granted

The estimated grant-date fair value of each Common Unit and Management Incentive Unit award in 2019 and up until the 2019 Reorganization was calculated using the Black-Scholes option pricing model based on assumptions as follows:

 

Expected term (in years)

 

 

1.50

 

Expected volatility

 

48.0%-49.0%

 

Risk-free interest rate

 

2.34%-2.56%

 

Dividend yield

 

 

—

 
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 years ended December 31, 2021, 2020, and 2019, we recognized stock-based compensation expense related to RSAs under the Plans as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Exchange Program

 

$

24,065

 

 

$

2,292

 

 

$

—

 

Other RSAs

 

 

6,240

 

 

 

8,384

 

 

 

4,237

 

Total stock-based compensation
   expense

 

$

30,305

 

 

$

10,676

 

 

$

4,237

 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Components of Net Loss Before Income Taxes

The following table presents the components of net loss before income taxes:

 

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Domestic

 

$

586,478

 

 

$

505,488

 

 

$

288,585

 

Foreign

 

 

(24

)

 

 

—

 

 

 

—

 

Total loss before income taxes

 

$

586,454

 

 

$

505,488

 

 

$

288,585

 
Reconciliation of Statutory Federal Rate and Effective Tax Rate

The following table presents a reconciliation of the statutory federal rate and our effective tax rate:

 

 

 

Year ended December 31,

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Tax at statutory federal rate

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

Change in valuation allowance

 

 

(25.6

)

 

 

 

(25.0

)

 

 

 

(25.3

)

 

Research and development credits

 

 

3.9

 

 

 

 

3.3

 

 

 

 

4.1

 

 

Stock-based compensation

 

 

1.2

 

 

 

 

1.0

 

 

 

 

—

 

 

Change in entity status

 

 

—

 

 

 

 

—

 

 

 

 

1.7

 

 

Nontaxable partnership income

 

 

—

 

 

 

 

—

 

 

 

 

(1.4

)

 

Other

 

 

(0.5

)

 

 

 

(0.3

)

 

 

 

(0.1

)

 

Effective income tax rate

 

 

—

 

%

 

 

—

 

%

 

 

—

 

%
Components of Deferred Tax Assets and Liabilities

Significant components of our deferred tax assets and liabilities are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carry-forwards

 

$

331,537

 

 

$

191,308

 

Amortization

 

 

9,570

 

 

 

7,427

 

Accruals and reserves

 

 

8,833

 

 

 

5,707

 

Stock-based compensation

 

 

10,233

 

 

 

5,471

 

Tax credits

 

 

67,724

 

 

 

37,964

 

Equity method investment

 

 

—

 

 

 

7,608

 

Lease liabilities

 

 

3,821

 

 

 

3,932

 

Other

 

 

448

 

 

 

613

 

Gross deferred tax assets

 

 

432,166

 

 

 

260,030

 

Less valuation allowance

 

 

(423,909

)

 

 

(224,452

)

Deferred tax assets, net of valuation allowance

 

 

8,257

 

 

 

35,578

 

Deferred tax liabilities:

 

 

 

 

 

 

Fixed assets

 

 

(339

)

 

 

(221

)

Right-of-use assets

 

 

(2,844

)

 

 

(3,514

)

Unrealized gains and losses

 

 

(5,074

)

 

 

 

Debt

 

 

—

 

 

 

(32,938

)

Deferred tax liabilities

 

 

(8,257

)

 

 

(36,673

)

Net deferred tax assets (liabilities)

 

$

—

 

 

$

(1,095

)
Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Balance at the beginning of the year

 

$

12,524

 

 

$

7,604

 

Additions of prior year positions

 

 

4,037

 

 

 

—

 

Reductions of prior year positions

 

 

(354

)

 

 

(224

)

Additions based on tax positions related to
   current year

 

 

5,047

 

 

 

5,144

 

Balance at the end of the year

 

$

21,254

 

 

$

12,524

 
v3.22.0.1
Net Loss Per Share Attributable to Common Stockholders of BridgeBio (Tables)
 12 Months Ended
Dec. 31, 2021
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 attributable to common stockholders of BridgeBio, because including them would have been antidilutive:

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Unvested RSAs

 

 

1,789,943

 

 

 

3,364,366

 

 

 

5,603,452

 

Unvested RSUs

 

 

3,537,719

 

 

 

1,053,838

 

 

 

362,163

 

Unvested market-based RSUs

 

—

 

 

 

2,380

 

 

 

129,871

 

Unvested performance-based RSUs

 

 

69,340

 

 

 

73,304

 

 

—

 

Unvested performance-based RSAs

 

—

 

 

 

22,611

 

 

—

 

Common stock options issued and outstanding

 

 

12,141,756

 

 

 

7,632,961

 

 

 

4,626,777

 

Estimated shares issuable under performance-based milestone
  compensation arrangements

 

 

13,959,588

 

 

 

4,161,970

 

 

—

 

Estimated shares issuable under the ESPP

 

 

172,927

 

 

 

50,584

 

 

—

 

Assumed conversion of 2027 Notes

 

 

12,878,305

 

 

 

12,878,305

 

 

—

 

Assumed conversion of 2029 Notes

 

 

7,702,988

 

 

—

 

 

—

 

 

 

 

52,252,566

 

 

 

29,240,319

 

 

 

10,722,263

 
v3.22.0.1
Summary of Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
Segment
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jan. 28, 2021
Mar. 09, 2020
Summary Of Significant Accounting Policies [Line Items]          
Percentage of voting interest of investee 20.00%        
Impairment charge on equity and cost method investments $ 0 $ 0 $ 0    
Restricted cash $ 2,600,000 $ 2,600,000      
Cash, cash equivalents and restricted cash maturity period 90 days        
Depreciation and amortization expense of property and equipment $ 3,300,000        
Number of operating segments | Segment 1        
Number of business segments | Segment 1        
ASU 2020-06          
Summary Of Significant Accounting Policies [Line Items]          
Change in accounting principle, accounting standards update, adopted true        
Change in accounting principle, accounting standards update, adoption date Jan. 01, 2021        
Change in accounting principle, accounting standards update, early adoption true        
United States          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of capitalized property and equipment 85.00%        
Canada          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of capitalized property and equipment 15.00%        
Revenue Benchmark | Geographical Risk | Switzerland          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of concentration risk 80.00%        
Revenue Benchmark | Geographical Risk | Shanghai, China          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of concentration risk 13.00% 97.00%      
Revenue Benchmark | Geographical Risk | United States | Alexion Pharmaceuticals          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of concentration risk     66.00%    
2027 Notes          
Summary Of Significant Accounting Policies [Line Items]          
Stated interest rate         2.50%
2029 Notes          
Summary Of Significant Accounting Policies [Line Items]          
Stated interest rate       2.25%  
Biotech Company | Revenue Benchmark | Geographical Risk | Shanghai, China          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of concentration risk     34.00%    
Minimum          
Summary Of Significant Accounting Policies [Line Items]          
Percentage of voting shares 50.00%        
v3.22.0.1
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Cash And Cash Equivalents [Line Items]        
Cash and cash equivalents $ 393,772 $ 356,082 $ 363,773  
Restricted cash - Included in "Prepaid expenses and other current assets" $ 177 $ 139    
Restricted Cash, Current, Asset, Statement of Financial Position [Extensible List] us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember    
Restricted cash - Included in "Other assets" $ 2,416 $ 2,458 $ 424  
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List] us-gaap:OtherNoncurrentAssetsMember us-gaap:OtherNoncurrentAssetsMember us-gaap:OtherNoncurrentAssetsMember  
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 396,365 $ 358,679 $ 364,197 $ 436,245
v3.22.0.1
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of our Property and Equipment (Details)
 12 Months Ended
Dec. 31, 2021
Furniture and office equipment | Minimum  
Property Plant And Equipment [Line Items]  
Estimated Useful Life 3 years
Furniture and office equipment | Maximum  
Property Plant And Equipment [Line Items]  
Estimated Useful Life 5 years
Laboratory And Machinery Equipment | Minimum  
Property Plant And Equipment [Line Items]  
Estimated Useful Life 5 years
Laboratory And Machinery Equipment | Maximum  
Property Plant And Equipment [Line Items]  
Estimated Useful Life 15 years
Leasehold Improvements  
Property Plant And Equipment [Line Items]  
Estimated Useful Life Shorter of remaining lease term or estimated useful life of the related asset
v3.22.0.1
Summary of Significant Accounting Policies - Summary of Adjustments to Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Jan. 01, 2021
Dec. 31, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Other long-term liabilities $ 22,069 $ 8,425 [1] $ 9,520 [1]
Additional paid-in capital 841,530 853,266 1,021,344
Accumulated deficit (1,436,966) (874,427) (888,755)
2027 Notes      
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Notes, net $ 539,934 538,281 $ 383,436
ASU 2020-06 | Account 2027 Notes Wholly as Debt      
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Other long-term liabilities [1]   (1,095)  
Additional paid-in capital   (168,078)  
ASU 2020-06 | Cumulative Impact on Interest Expense      
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Accumulated deficit   14,328  
ASU 2020-06 | 2027 Notes | Account 2027 Notes Wholly as Debt      
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Notes, net   169,173  
ASU 2020-06 | 2027 Notes | Cumulative Impact on Interest Expense      
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]      
Accumulated deficit   $ (14,328)  
[1] Related deferred tax liability was recorded as part of “Other long-term liabilities.”
v3.22.0.1
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Cash equivalents:    
Total cash equivalents $ 233,101  
Short-term marketable securities:    
Investment in equity securities 49,148  
Commercial Paper    
Cash equivalents:    
Total cash equivalents 56,986  
Recurring    
Cash equivalents:    
Total cash equivalents 233,101  
Short-term marketable securities:    
Total short-term marketable securities 393,743 $ 251,011
Investment in equity securities 49,148  
LianBio Warrants 2,141  
Warrants in a LianBio subsidiary   3,338
Total financial assets 678,133 520,786
Liabilities:    
LEO call option liability   5,550
Embedded derivative 1,171 1,340
Total financial liabilities   6,890
Recurring | Level 1    
Cash equivalents:    
Total cash equivalents 176,115  
Short-term marketable securities:    
Investment in equity securities 49,148  
LianBio Warrants 2,141  
Total financial assets 227,404 266,437
Recurring | Level 2    
Cash equivalents:    
Total cash equivalents 56,986  
Short-term marketable securities:    
Total short-term marketable securities 393,743 251,011
Total financial assets 450,729 251,011
Recurring | Level 3    
Short-term marketable securities:    
Warrants in a LianBio subsidiary   3,338
Total financial assets   3,338
Liabilities:    
LEO call option liability   5,550
Embedded derivative 1,171 1,340
Total financial liabilities   6,890
Recurring | Money Market Funds    
Cash equivalents:    
Total cash equivalents 176,115 266,437
Recurring | Money Market Funds | Level 1    
Cash equivalents:    
Total cash equivalents 176,115 266,437
Recurring | U.S. Treasury Bills    
Short-term marketable securities:    
Total short-term marketable securities   14,999
Recurring | U.S. Treasury Bills | Level 2    
Short-term marketable securities:    
Total short-term marketable securities   14,999
Recurring | Commercial Paper    
Cash equivalents:    
Total cash equivalents 56,986  
Short-term marketable securities:    
Total short-term marketable securities 167,737 144,851
Recurring | Commercial Paper | Level 2    
Cash equivalents:    
Total cash equivalents 56,986  
Short-term marketable securities:    
Total short-term marketable securities 167,737 144,851
Recurring | Corporate Debt Securities    
Short-term marketable securities:    
Total short-term marketable securities 122,490 45,770
Recurring | Corporate Debt Securities | Level 2    
Short-term marketable securities:    
Total short-term marketable securities 122,490 45,770
Recurring | Supranational Debt Securities    
Short-term marketable securities:    
Total short-term marketable securities 27,044  
Recurring | Supranational Debt Securities | Level 2    
Short-term marketable securities:    
Total short-term marketable securities 27,044  
Recurring | U.S. Treasury Notes    
Short-term marketable securities:    
Total short-term marketable securities 76,472 45,391
Recurring | U.S. Treasury Notes | Level 2    
Short-term marketable securities:    
Total short-term marketable securities $ 76,472 $ 45,391
v3.22.0.1
Fair Value Measurements - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
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      
Fair value liabilities, transfers between Level 1, Level 2 or Level 3 0 0      
Gains and losses from investment in equity securities 29,914,000 0 $ 0    
Equity security investment 49,148,000        
Other Investment          
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]          
Equity security investment 18,300,000        
LianBio          
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]          
Equity security investment 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     $ 717,500,000  
Estimated fair value of notes payable 444,800,000        
2027 Notes          
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]          
Debt Instrument face amount 550,000,000.0       $ 550,000,000.0
Estimated fair value of notes payable $ 407,100,000 $ 997,900,000      
v3.22.0.1
Fair Value Measurements - Summary of Total Realized and Unrealized Gains and Losses Associated with Investment in Equity Securities (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Fair Value Disclosures [Abstract]      
Unrealized gain on conversion from equity method investment to investment in equity securities $ 68,538,000    
Net realized gains recognized on investment in equity securities sold 2,206,000    
Net unrealized losses recognized on investment in equity securities held as of the end of the period (40,830,000)    
Total net gains included in "Other income (expense), net" $ 29,914,000 $ 0 $ 0
v3.22.0.1
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Liability (Details) - LEO Call Option - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]      
Beginning balance $ 5,550 $ 4,078 $ 3,009
Change in fair value upon remeasurement   1,472 1,069
Change in fair value upon notice of termination of the LEO call option $ 5,550    
Ending balance   $ 5,550 $ 4,078
v3.22.0.1
Fair Value Measurements - Schedule of Estimated Fair Value of Liability (Details) - LEO Call Option
 12 Months Ended
Dec. 31, 2021
Minimum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Expected term (in years) 1 year 3 months
Maximum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Expected term (in years) 6 years 3 months
Probability of Milestone Achievement | Minimum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.120
Probability of Milestone Achievement | Maximum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.840
Discount Rate | Minimum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.001
Discount Rate | Maximum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.143
Expected Volatility | Minimum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.800
Expected Volatility | Maximum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.950
Risk-Free Interest Rate | Minimum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.0116
Risk-Free Interest Rate | Maximum  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]  
Measurement input 0.0153
v3.22.0.1
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalent and Marketable Securities Classified as Available-for-Sale (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis Cash Equivalents $ 233,103  
Unrealized Losses (2)  
Cash Equivalents, Estimated Fair Value 233,101  
Amortized Cost Basis 626,976 $ 517,256
Unrealized Gains 2 196
Unrealized Losses (134) (4)
Estimated Fair Value 626,844 517,448
Commercial Paper    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis Cash Equivalents 56,988  
Unrealized Losses (2)  
Cash Equivalents, Estimated Fair Value 56,986  
Money Market Funds    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis Cash Equivalents 176,115 266,437
Cash Equivalents, Estimated Fair Value 176,115 266,437
Short-term Marketable Securities    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis 393,873 250,819
Unrealized Gains 2 196
Unrealized Losses (132) (4)
Estimated Fair Value 393,743 251,011
Short-term Marketable Securities | U.S. Treasury Bills    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis   14,996
Unrealized Gains   3
Estimated Fair Value   14,999
Short-term Marketable Securities | U.S. Treasury Notes    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis 76,518 45,292
Unrealized Gains   100
Unrealized Losses (46) (1)
Estimated Fair Value 76,472 45,391
Short-term Marketable Securities | Commercial Paper    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis 167,761 144,851
Unrealized Gains 2  
Unrealized Losses (26)  
Estimated Fair Value 167,737 144,851
Short-term Marketable Securities | Corporate Debt Securities    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis 122,548 45,680
Unrealized Gains   93
Unrealized Losses (58) (3)
Estimated Fair Value 122,490 $ 45,770
Short-term Marketable Securities | Supranational Debt Securities    
Cash And Cash Equivalents [Line Items]    
Amortized Cost Basis 27,046  
Unrealized Losses (2)  
Estimated Fair Value $ 27,044  
v3.22.0.1
Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash And Cash Equivalents [Line Items]    
Realized gains or losses on available-for-sale securities $ 0  
Short-term marketable securities contractual maturities 6 months 5 months
v3.22.0.1
Eidos - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 26, 2021
Dec. 31, 2019
Aug. 02, 2019
Feb. 29, 2020
Dec. 31, 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 | 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
Eidos | Additional Paid-in Capital            
Variable Interest Entity [Line Items]            
Difference recognized in equity         (1,613,400)  
Transaction costs incurred         $ 70,700  
Variable Interest Entity, Primary Beneficiary | Eidos            
Variable Interest Entity [Line Items]            
Voting shares         50.00%  
Percentage of cash commission     3.00%      
Shares issued   385,613   448,755    
Net proceeds issued from offerings   $ 23,900   $ 24,100    
Variable Interest Entity, Primary Beneficiary | Eidos | Maximum            
Variable Interest Entity [Line Items]            
Aggregate offering price of common stock that may be issued     $ 100,000      
v3.22.0.1
Noncontrolling Interests - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Minority Interest [Line Items]      
Adjustments of carrying value of noncontrolling interest additional paid-in capital $ (2,100) $ 12,000 $ (28,600)
Noncontrolling interests $ 3,412 48,350  
Eidos      
Minority Interest [Line Items]      
Noncontrolling interests   $ 40,200  
v3.22.0.1
Equity Method and Other Equity Investments - Additional Information (Detail)
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 01, 2021
USD ($)
Oct. 31, 2021
shares
Oct. 31, 2019
USD ($)
Director
Mar. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Mar. 31, 2019
USD ($)
Schedule Of Equity Method Investments [Line Items]                
Other income (expense)         $ 1,197,000 $ (3,338,000)    
Fair value of warrants         2,100,000      
Equity security investment         49,148,000      
LianBio                
Schedule Of Equity Method Investments [Line Items]                
Other income (expense)           $ 3,300,000    
Equity security investment         30,800,000      
LianBio | Equity Method Investee's IPO                
Schedule Of Equity Method Investments [Line Items]                
Ownership interest 4.70%              
Unrealized loss on ongoing mark-to-market adjustments of investment in equity security         $ 37,700,000      
LianBio | Equity Method Investee's IPO | Other Income (Expense)                
Schedule Of Equity Method Investments [Line Items]                
Gain on conversion from equity method investment to investment in equity securities $ 68,500,000              
LianBio | Common Stock                
Schedule Of Equity Method Investments [Line Items]                
Ownership interest           6.00%    
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     10.00%       10.00%  
Number of directors appoint or removal | Director     1          
Ownership interest, value     $ 3,800,000       $ 0  
Impairments related investment           $ 0 0  
Warrant to purchase percentage     10.00%          
Warrants to purchase common stock | shares   347,569            
PellePharm, Inc                
Schedule Of Equity Method Investments [Line Items]                
Ownership interest, value           $ 0   $ 0
Impairments related investment       $ 0        
Preferred stock ownership percentage         61.90%      
Equity security investment             $ 0  
v3.22.0.1
Intangible Assets - Summary of Recognized Intangible Assets (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted Average Estimated Useful Lives 12 years 9 months 18 days
Gross amount $ 47,500
Less accumulated amortization (2,566)
Net book value $ 44,934
v3.22.0.1
Intangible Assets - Additional Information (Details) - USD ($)
 12 Months Ended
Nov. 30, 2018
Dec. 31, 2021
Dec. 31, 2018
May 31, 2021
Jan. 01, 2021
 [1]
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]            
Amortization expenses   $ 2,600,000        
Amortization expenses, 2022   3,700,000        
Amortization expenses, 2023   3,700,000        
Amortization expenses, 2024   3,700,000        
Amortization expenses, 2025   3,700,000        
Amortization expenses, 2026   3,700,000        
Amortization expenses, thereafter   26,100,000        
Capitalization of finite-lived intangible asset   47,500,000        
Other accrued liabilities   30,282,000       $ 13,349,000
Other long-term liabilities   22,069,000     $ 8,425,000 9,520,000 [1]
Intangible assets, net   44,934,000       $ 0
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       $ 20,000,000.0    
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          
Other accrued liabilities   1,500,000        
Other long-term liabilities   11,000,000.0        
QED Therapeutics, Inc | Maximum            
Finite-Lived Intangible Assets [Line Items]            
Potential regulatory milestone payments     $ 60,000,000.0      
Potential sales milestone payments     35,000,000.0      
Origin Biosciences, Inc.            
Finite-Lived Intangible Assets [Line Items]            
Capitalization of finite-lived intangible asset   $ 15,000,000.0        
Origin Biosciences, Inc. | Maximum            
Finite-Lived Intangible Assets [Line Items]            
Potential sales milestone payments     17,000,000.0      
Assets acquisition required milestone payments     $ 18,800,000      
[1] Related deferred tax liability was recorded as part of “Other long-term liabilities.”
v3.22.0.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Commitments And Contingencies [Line Items]    
Accrued termination charges $ 0 $ 0
Performance-Based Milestone Awards    
Commitments And Contingencies [Line Items]    
Accrual for milestones not probable $ 0  
v3.22.0.1
Commitments and Contingencies - Schedule of Potential Milestone Amounts and Accruals (Detail)
$ in Thousands
Dec. 31, 2021
USD ($)
Commitments And Contingencies Disclosure [Abstract]  
Potential Fixed Monetary Amount Settlement in Cash $ 10,799
Potential Fixed Monetary Amount Settlement in Stock 116,481 [1]
Potential Fixed Monetary Amount Settlement in Cash or stock at our sole discretion 114,351
Total Potential Fixed Monetary Settlement Amount 241,631
Accrued Amount Settlement in Cash 1,045 [2]
Accrued Amount Settlement in Stock 12,247 [1],[2]
Accrued Amount Settlement in Cash or stock at our sole discretion 2,394 [2]
Total Accrued Settlement Amount $ 15,686 [2]
[1] Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 16.
[2] Amount recorded for performance-based milestone awards that are probable of achievement.
v3.22.0.1
Debt - Additional Information (Details)
 1 Months Ended 12 Months Ended
Jan. 28, 2021
USD ($)
TradingDay
shares
$ / shares
Jan. 25, 2021
USD ($)
$ / shares
shares
Mar. 09, 2020
USD ($)
TradingDay
shares
$ / shares
Mar. 04, 2020
USD ($)
$ / shares
shares
Nov. 30, 2021
USD ($)
Apr. 30, 2021
USD ($)
Apr. 30, 2020
USD ($)
Nov. 30, 2019
USD ($)
Jul. 31, 2019
May 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Debt Instrument [Line Items]                              
Purchase of capped calls                         $ 61,295,000 $ 49,280,000  
Repurchase of common stock                         200,000,000 75,000,000  
Loss on early extinguishment of debt                         (3,337,000)    
Interest expense                         32,643,000    
Amortization of debt discount and issuance costs                         3,336,000    
Interest payable                           600,000  
Loan Agreement                              
Debt Instrument [Line Items]                              
Stated interest rate         9.00%                    
Debt instrument payment amortization date         Jan. 02, 2025                    
Debt instrument potential payment extended amortization date         Jan. 02, 2026                    
Debt instrument, frequency of interest payment         quarterly                    
Maturity date         Nov. 17, 2026                    
Debt issuance costs including initial purchasers discounts, legal and other professional fees                         1,100,000    
Interest expense                         5,500,000    
Amortization of debt discount and issuance costs                         600,000    
Interest payable                         5,000,000.0    
Loan Agreement | Payment in Kind                              
Debt Instrument [Line Items]                              
Stated interest rate         3.00%                    
Hercules Capital, Inc                              
Debt Instrument [Line Items]                              
Stated interest rate           7.65%                  
Debt instrument maturity date extension           May 01, 2025 Nov. 01, 2023   Jan. 01, 2023            
Debt instrument interest only extension date           Jun. 01, 2024 Jul. 01, 2022   Jul. 01, 2021            
Debt instrument, additional increase available in loan facilities           $ 185,000,000.0 $ 125,000,000.0                
Gains or losses on debt modification           $ 0 $ 0                
Interest expense                         8,100,000 7,900,000 $ 8,300,000
Amortization of debt discount and issuance costs                         $ 1,700,000 $ 1,300,000 1,400,000
Hercules Capital, Inc | Other Income (Expense)                              
Debt Instrument [Line Items]                              
Loss on early extinguishment of debt         $ 2,600,000                    
Hercules Capital, Inc | Pledged or Collateral Assets                              
Debt Instrument [Line Items]                              
Term loan mandatory prepayment percentage on net cash proceeds received                         75.00%    
Hercules Capital, Inc | Prime Rate                              
Debt Instrument [Line Items]                              
Interest rate           4.40%                  
Maximum | Loan Agreement                              
Debt Instrument [Line Items]                              
Debt Instrument face amount         $ 750,000,000.0                    
Debt instrument prepayment premium percentage         3.00%                    
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction         75.00%                    
Minimum | Loan Agreement                              
Debt Instrument [Line Items]                              
Debt instrument prepayment premium percentage         1.00%                    
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction         50.00%                    
2029 Notes                              
Debt Instrument [Line Items]                              
Debt Instrument face amount $ 717,500,000                       $ 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 $ 30,000,000.0                            
Debt instrument issuance date Jan. 28, 2021                            
Stated interest rate 2.25%                            
Maturity year 2029                            
Debt instrument, frequency of interest payment semiannually                            
Interest payable beginning date Aug. 01, 2021                            
Maturity date Feb. 01, 2029                            
Description of payment terms of notes                         The 2029 Notes are senior, unsecured obligations of BridgeBio and 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 50,000,000.0                            
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 130.00%                            
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 98.00%                            
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 100.00%                            
Minimum threshold percentage of aggregate principal by trustee or holders 25.00%                            
Debt issuance costs including initial purchasers discounts, legal and other professional fees $ 16,100,000                            
Expected life of notes 8 years                            
Effective interest rate on liability component                         2.60%    
Interest payable                         $ 7,000,000.0    
Interest expense                         17,239,000    
Amortization of debt discount and issuance costs                         1,682,000    
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     $ 550,000,000.0                   $ 550,000,000.0    
Proceeds from exercise of option to purchase additional notes     $ 75,000,000.0                        
Debt instrument issuance date     Mar. 09, 2020                        
Stated interest rate     2.50%                        
Maturity year     2027                        
Debt instrument, frequency of interest payment     semiannually                        
Interest payable beginning date     Sep. 15, 2020                        
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     $ 537,000,000.0                        
Purchase of capped calls     49,300,000                        
Repurchase of common stock     75,000,000.0                        
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     130.00%                        
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     98.00%                        
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     100.00%                        
Minimum threshold percentage of aggregate principal by trustee or holders     25.00%                        
Debt issuance costs including initial purchasers discounts, legal and other professional fees     $ 13,000,000.0                        
Debt issuance costs allocated to equity component     4,100,000                        
Debt issuance costs allocated to liability component     $ 8,900,000                        
Expected life of notes     7 years                        
Effective interest rate on liability component                         2.80% 8.80%  
Interest payable                         $ 4,000,000.0 $ 4,000,000.0  
Interest expense                         15,404,000 26,802,000  
Amortization of debt discount and issuance costs                         1,654,000 15,649,000  
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                          
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   $ 50,000,000.0                          
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       100.00%                      
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       $ 75,000,000.0                      
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         $ 450,000,000.0                    
Tranche 2 Advance | Maximum | Loan Agreement                              
Debt Instrument [Line Items]                              
Debt instrument, amount available to be drawn         $ 300,000,000.0                    
Tranche I | Hercules Capital, Inc                              
Debt Instrument [Line Items]                              
Debt Instrument face amount                       $ 35,000,000.0      
Stated interest rate                   8.85%   9.35%   8.75%  
Debt instrument, frequency of interest payment                       payable monthly      
Maturity date                       Jan. 01, 2022      
Debt Instrument Periodic Payment Principal                       $ 0      
Term loan end of term charge payable percentage on principal amount                       6.35%      
Tranche I | Hercules Capital, Inc | Prime Rate                              
Debt Instrument [Line Items]                              
Interest rate             3.85%     3.85%   4.35%      
Tranche II | Hercules Capital, Inc                              
Debt Instrument [Line Items]                              
Debt Instrument face amount                     $ 20,000,000.0        
Stated interest rate                   8.60% 9.10%     8.60%  
Debt instrument, frequency of interest payment                     payable monthly        
Maturity date                     Jul. 01, 2022        
Term loan end of term charge payable percentage on principal amount                     5.75%        
Tranche II | Hercules Capital, Inc | Prime Rate                              
Debt Instrument [Line Items]                              
Interest rate             2.85%     2.85% 3.35%        
Tranche III | Hercules Capital, Inc                              
Debt Instrument [Line Items]                              
Debt Instrument face amount                   $ 20,000,000.0          
Stated interest rate                   9.10%       8.85%  
Tranche III | Hercules Capital, Inc | Prime Rate                              
Debt Instrument [Line Items]                              
Interest rate             3.10%     3.10%          
Tranche IV | Hercules Capital, Inc                              
Debt Instrument [Line Items]                              
Debt Instrument face amount           $ 25,000,000.0                  
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%    
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              
Final payment charge percentage               5.95%              
Interest expense and amortization of debt discount                           $ 2,300,000 $ 300,000
Tranche A Loan | Silicon Valley Bank and Hercules Loan Agreement | Prime Rate | Eidos                              
Debt Instrument [Line Items]                              
Interest rate               3.25%              
Tranche A Loan | Maximum | Silicon Valley Bank and Hercules Loan Agreement | Eidos                              
Debt Instrument [Line Items]                              
Percentage of prepayment fee               2.50%              
Tranche A Loan | Minimum | Silicon Valley Bank and Hercules Loan Agreement | Eidos                              
Debt Instrument [Line Items]                              
Percentage of prepayment fee               0.75%              
v3.22.0.1
Debt - Schedule of Outstanding Notes Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Liability component    
Principal   $ 92,500
Net carrying amount $ 430,752 92,421
2027 Notes    
Liability component    
Principal 550,000 550,000
Unamortized debt discount and issuance costs (10,066) (166,564)
Net carrying amount 539,934 383,436
Equity component, net of issuance costs   $ 169,173
2029 Notes    
Liability component    
Principal 747,500  
Unamortized debt discount and issuance costs (14,381)  
Net carrying amount $ 733,119  
v3.22.0.1
Debt - Schedule of Total Interest Expense Recognized Related to Notes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Contractual interest expense $ 29,307  
Amortization of debt discount and issuance costs 3,336  
Total interest and amortization expense 32,643  
2027 Notes    
Debt Instrument [Line Items]    
Contractual interest expense 13,750 $ 11,153
Amortization of debt discount and issuance costs 1,654 15,649
Total interest and amortization expense $ 15,404 $ 26,802
Effective interest rate 2.80% 8.80%
2029 Notes    
Debt Instrument [Line Items]    
Contractual interest expense $ 15,557  
Amortization of debt discount and issuance costs 1,682  
Total interest and amortization expense $ 17,239  
Effective interest rate 2.60%  
v3.22.0.1
Debt - Schedule of Future Minimum Payments under Notes (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
2029 Notes and Interest on 2029 Notes  
Debt Instrument [Line Items]  
2022 $ 16,819
2023 16,819
2024 16,819
2025 16,819
2026 16,819
Thereafter 789,547
Total future payments 873,642
Interest on 2029 Notes  
Debt Instrument [Line Items]  
Less amounts representing interest (126,142)
2029 Notes  
Debt Instrument [Line Items]  
Total future payments 747,500
2027 Notes and Interest on 2027 Notes  
Debt Instrument [Line Items]  
2022 13,750
2023 13,750
2024 13,750
2025 13,750
2026 13,750
Thereafter 556,875
Total future payments 625,625
Interest on 2027 Notes  
Debt Instrument [Line Items]  
Less amounts representing interest (75,625)
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]  
2022 30,569
2023 30,569
2024 30,569
2025 30,569
2026 30,569
Thereafter 1,346,422
Total future payments 1,499,267
Interest on 2027 and 2029 Notes  
Debt Instrument [Line Items]  
Less amounts representing interest (201,767)
2029 Notes and 2027 Notes  
Debt Instrument [Line Items]  
Total future payments $ 1,297,500
v3.22.0.1
Debt - Summary of Term Loans (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Principal value of term loans   $ 92,500
Debt discount, issuance costs and end-of-term fees accretion   1,379
Long-term Debt, Total   93,879
Term loans, current portion   (1,458)
Term loans, net of current portion $ 430,752 92,421
Loan Agreement    
Debt Instrument [Line Items]    
Principal value of term loans 450,000  
Debt discount, issuance costs and end-of-term fees accretion (19,248)  
Long-term Debt, Total 430,752  
Term loans, net of current portion $ 430,752  
Hercules Loan and Security Agreement    
Debt Instrument [Line Items]    
Principal value of term loans   75,000
Debt discount, issuance costs and end-of-term fees accretion   1,936
Long-term Debt, Total   76,936
Term loans, net of current portion   76,936
Silicon Valley Bank and Hercules Loan Agreement    
Debt Instrument [Line Items]    
Principal value of term loans   17,500
Debt discount, issuance costs and end-of-term fees accretion   (557)
Long-term Debt, Total   16,943
Term loans, current portion   (1,458)
Term loans, net of current portion   $ 15,485
v3.22.0.1
Debt - Schedule of Future Minimum Payments Under Term Loan Agreement (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Term Loans, Interest on Term Loans and Exit Fee of Term Loan Agreement  
Debt Instrument [Line Items]  
2022 $ 34,358
2023 41,110
2024 41,223
2025 224,309
2026 289,279
Total future payments 630,279
Term Loan Agreement  
Debt Instrument [Line Items]  
Total future payments 450,000
Less amounts representing interest (171,279)
Less exit fee $ (9,000)
v3.22.0.1
License and Collaboration Agreement with Helsinn - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 29, 2021
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Total revenue     $ 69,716 $ 8,249 $ 40,560
Receivable from licensing and collaboration agreements   $ 19,749 19,749    
Research and development     451,024 337,047 209,947
ASC 808          
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Receivable from licensing and collaboration agreements   5,900 5,900    
Research and development     38,400    
License agreements share of co-commercialization loss as reduction to selling, general and administrative expenses     8,900    
License Revenue          
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Total revenue     65,923 $ 8,249 $ 40,560
License and Collaboration Agreement | Helsinn Therapeutics          
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Percentage share of global development costs 60.00%        
License and Collaboration Agreement | Helsinn Therapeutics | License Revenue          
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Total revenue   10,000      
License and Collaboration Agreement | Helsinn Therapeutics | License Revenue | ASC 606          
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]          
Total revenue     56,000    
Receivable from licensing and collaboration agreements   $ 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 50.00%        
Percentage share of global development costs 40.00%        
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    
Nonrefundable upfront license fee     20,000    
Sale of certain existing inventory     1,000    
Launch milestone payment     25,000    
Allocation of transaction price to licenses     44,400    
Allocation of transaction price to transfer of certain existing inventory     $ 1,600    
v3.22.0.1
Out-licensing Agreements - Additional Information (Details) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 31, 2020
Oct. 31, 2019
Sep. 30, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Revenue recognized related to agreement       $ 69,716,000 $ 8,249,000 $ 40,560,000
Alexion License Agreements | Eidos            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Upfront nonrefundable payment received     $ 25,000,000.0      
Regulatory milestone payment receivable subject to achievement of regulator milestones       30,000,000.0    
Alexion Agreements | Eidos            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Upfront nonrefundable payment received     25,000,000.0      
Revenue recognized related to agreement     $ 26,700,000      
Alexion Agreements | Eidos | Common Stock            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Shares issued     556,173      
Shares issued, price per share     $ 44.95      
Aggregate purchase price     $ 25,000,000.0      
Excess of purchase price over the value of common stock shares     $ 1,700,000      
Alexion Agreements | Eidos | Common Stock | The Nasdaq Global Select Market            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Shares issued, price per share     $ 41.91      
Excess of purchase price over the value of common stock shares     $ 1,700,000      
LianBio            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Reimbursements for research and development expenses         2,800,000  
LianBio | License Agreement            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Nonrefundable upfront payment receivable $ 8,000,000.0          
License Revenue            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Revenue recognized related to agreement       65,923,000 8,249,000 $ 40,560,000
License Revenue | LianBio | License Agreement            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Revenue recognized related to agreement       8,500,000 $ 8,000,000.0  
Maximum | Alexion License Agreements | Eidos            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Future potential regulatory milestones       $ 30,000,000.0    
Maximum | LianBio | License Agreement            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Future potential development and sales milestone payments yet to receive $ 382,100,000          
QED Therapeutics, Inc | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Upfront nonrefundable payment received   $ 10,000,000.0        
Warrant to purchase percentage   10.00%        
QED Therapeutics, Inc | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd | Maximum            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Future potential development and sales milestone payments yet to receive   $ 132,500,000        
v3.22.0.1
In-licensing Agreements - Additional Information (Details) - USD ($)
 1 Months Ended 12 Months Ended
Mar. 31, 2017
Sep. 30, 2016
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Aug. 31, 2016
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Research and development expense     $ 451,024,000 $ 337,047,000 $ 209,947,000  
Cost of license revenue     $ 379,000   2,500,000  
Eidos Therapeutics, Inc | Stanford License Agreement | Leland Stanford Junior University            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
License fees $ 10,000          
Milestone payments           $ 1,000,000.0
License agreement of percentage     10.00%      
Eidos Therapeutics, Inc | Alexion Agreements | Leland Stanford Junior University            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Cost of license revenue         2,500,000  
TheRas, Inc | The Regents Of The University Of California License Agreement | Regents of University of California            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
License issuance fees   $ 300,000        
Minimum royalty requirement   100,000        
Contingent milestone payments   $ 22,400,000        
TheRas, Inc | Leidos Biomedical Research License and Cooperative Research and Development Agreements | Leidos Biomedical Research, Inc            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Research and development expense     $ 2,800,000 2,300,000 1,900,000  
QED Therapeutics, Inc | Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc            
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]            
Research and development expense     $ 4,200,000 $ 4,800,000 $ 1,600,000  
v3.22.0.1
Leases - Additional Information (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Lessee Lease Description [Line Items]      
Impairment loss related to operating lease right-of-use assets   $ 2.6  
One time fees asset non-current $ 10.0    
Remaining payable recorded as other current liabilities   2.0 $ 4.0
Manufacturing Agreement [Member]      
Lessee Lease Description [Line Items]      
Lease agreement expiration 5 years    
Property Plant And Equipment [Member]      
Lessee Lease Description [Line Items]      
Impairment loss   0.7  
Selling General And Administrative Expenses [Member]      
Lessee Lease Description [Line Items]      
Impairment loss   3.3  
Construction in Progress      
Lessee Lease Description [Line Items]      
New accounting pronouncement effect of adoption   $ 10.0  
v3.22.0.1
Leases - Components of Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Straight line operating lease costs $ 5,611 $ 3,786
Finance lease costs 402 9
Variable lease costs 4,243 832
Total lease cost $ 10,256 $ 4,627
v3.22.0.1
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities    
Operating cash flows for operating leases $ 6,122 $ 4,169
Operating cash flows for finance lease 272 34
Right-of-use assets obtained in exchange of lease obligations    
Operating leases $ 6,380 19,595
Finance lease   $ 1,726
v3.22.0.1
Leases - Schedule of Supplemental Information Related to Remaining Lease Term and Discount Rate (Details)
Dec. 31, 2021
Dec. 31, 2020
Weighted-average remaining lease term (in years)    
Operating leases 5 years 7 months 6 days 5 years 1 month 6 days
Finance lease 4 years 1 month 6 days 5 years 1 month 6 days
Weighted-average discount rate    
Operating leases 5.58% 6.24%
Finance lease 6.62% 6.62%
v3.22.0.1
Leases - Schedule of Future Minimum Lease Payments for Noncancelable Operating and Finance Leases under ASC 842 (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Operating leases, 2022 $ 6,035  
Operating leases, 2023 5,292  
Operating leases, 2024 4,481  
Operating leases, 2025 3,971  
Operating leases, 2026 1,903  
Operating leases, Thereafter 4,413  
Operating leases, Total future minimum lease payments 26,095  
Operating leases, Imputed interest (3,729)  
Operating lease liabilities 22,366  
Operating lease liabilities, current portion 4,938 $ 3,795
Operating lease liabilities, net of current portion 17,428 $ 14,677
Total operating lease liabilities 22,366  
Finance lease, 2022 387  
Finance lease, 2023 432  
Finance lease, 2024 445  
Finance lease, 2025 459  
Finance lease, 2026 38  
Finance lease, Thereafter 0  
Finance lease, Total future minimum lease payments 1,761  
Finance lease, Imputed interest (221)  
Finance lease, Total 1,540  
Finance lease liability, current portion — Included in "Other accrued liabilities" $ 295  
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] Other accrued liabilities  
Finance lease liability, net of current portion — Included in "Other liabilities" $ 1,245  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other liabilities  
Total finance lease liability $ 1,540  
v3.22.0.1
2021 Share Repurchase Program and, 2020 Shelf Registration and 2019 Reorganization and IPO - Summary of Number of Shares of Common Stock Issued to BBP LLC Unitholders in Reorganization (Details) - BBP LLC
Jun. 13, 2019
shares
Reorganization [Line Items]  
Number of BBP LLC shares issued 99,999,967
Series D Preferred Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 30,459,426
Series C Preferred Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 31,992,709
Series B Preferred Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 17,794,455
Series A Preferred Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 4,918,881
Founder Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 2,252,916
Common Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 1,794,823
Management Incentive Units  
Reorganization [Line Items]  
Number of BBP LLC shares issued 10,786,757
v3.22.0.1
2021 Share Repurchase Program and, 2020 Shelf Registration and 2019 Reorganization and IPO - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jul. 07, 2020
Jul. 01, 2019
Jun. 13, 2019
Dec. 31, 2021
Dec. 31, 2019
May 31, 2021
Reorganization And Initial Public Offering [Line Items]            
Net proceeds from IPO, after deducting underwriters' discounts and commissions         $ 366,237  
2021 Share Repurchase Program            
Reorganization And Initial Public Offering [Line Items]            
Stock repurchased during period, shares       3,017,087    
Stock repurchased, average price per share       $ 49.72    
Stock repurchased, value       $ 150,000    
Common Stock            
Reorganization And Initial Public Offering [Line Items]            
Net proceeds from IPO, after deducting underwriters' discounts and commissions   $ 366,200        
Underwriters' discounts and commissions   28,100        
Deferred offering costs   $ 6,500        
Common Stock | 2021 Share Repurchase Program | Maximum            
Reorganization And Initial Public Offering [Line Items]            
Share repurchase program, authorized amount           $ 150,000
Initial Public Offering | Common Stock            
Reorganization And Initial Public Offering [Line Items]            
Sale of stock, number of shares issued and sold   23,575,000        
Sale of stock, public offering price per share   $ 17.00        
Over-Allotment Option | Common Stock            
Reorganization And Initial Public Offering [Line Items]            
Sale of stock, number of shares issued and sold   3,075,000        
At-the-Market Offerings | Common Stock | Maximum            
Reorganization And Initial Public Offering [Line Items]            
Aggregate offering, issuance and sale price of common stock to be issued $ 350,000          
Percentage of cash commission 3.00%          
BBP LLC            
Reorganization And Initial Public Offering [Line Items]            
Plan of reorganization, exchanged for number of shares     6,819,455      
v3.22.0.1
Stock-Based Compensation - Summary of Stock Based Compensation for Employees and Non Employees (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation $ 105,574 $ 58,459 $ 21,374
BridgeBio Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 100,186 46,601 15,190
Eidos      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation   10,902 5,373
Other Subsidiaries Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 5,388 956 811
Research and Development Expense      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 56,195 22,685 3,665
Research and Development Expense | BridgeBio Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 53,829 16,316 986
Research and Development Expense | Eidos      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation   5,743 2,313
Research and Development Expense | Other Subsidiaries Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 2,366 626 366
Selling, General and Administrative Expenses      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 49,379 35,774 17,709
Selling, General and Administrative Expenses | BridgeBio Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation 46,357 30,285 14,204
Selling, General and Administrative Expenses | Eidos      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation   5,159 3,060
Selling, General and Administrative Expenses | Other Subsidiaries Equity Plan      
Employee And Non Employee Service Share Based Compensation [Line Items]      
Total stock-based compensation $ 3,022 $ 330 $ 445
v3.22.0.1
Stock-Based Compensation - Additional Information (Details)
 12 Months Ended
Nov. 18, 2020
USD ($)
Grantee
shares
Jun. 02, 2020
shares
Apr. 22, 2020
USD ($)
Grantee
shares
Jun. 25, 2019
shares
Jun. 22, 2019
shares
Dec. 31, 2021
USD ($)
Employee
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
$ / shares
Nov. 13, 2019
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Stock-based compensation           $ 105,574,000 $ 58,459,000 $ 21,374,000  
BridgeBio Equity Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Performance-based milestone awards compensation expense           6,000,000.0 3,000,000.0 0  
Stock-based compensation           $ 100,186,000 46,601,000 15,190,000  
Eidos                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Stock-based compensation             $ 10,902,000 $ 5,373,000  
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           $ 18.31 $ 10.48 $ 5.51  
2020 Stock and Equity Award Exchange Program                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Maximum potential milestone performance-based awards to be settled in fully-vested RSA $ 11,700,000   $ 183,400,000            
Performance-based milestone awards $ 0   $ 17,400,000            
Stock-based compensation cost associated with milestone awards           $ 26,700,000 $ 9,600,000 $ 0  
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                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Weighted-average grand date fair value of options granted | $ / shares           $ 23.09 $ 11.29 $ 7.81  
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           $ 7,900,000      
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                
Market Based Restricted Stock Units                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Vesting period           3 years      
Stock-based compensation             $ 1,000,000.0 $ 2,300,000  
Unvested shares of restricted stock outstanding | shares           0      
Shares forfeited | shares           53,234      
Award market capitalization value           $ 5,000,000,000.0      
Vesting percentage           100.00%      
Aggregate grant date fair value of awards               3,800,000  
Management Incentive Units and Common Units | BBP LLC                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Stock-based compensation               3,400,000  
A&R 2019 Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Increase in common stock reserved for issuance | shares   2,500,000              
Percentage of increase in number of shares reserved and available for issuance in proportion to common stock outstanding       5.00%          
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            
A&R 2019 Plan and 2019 Inducement Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Total intrinsic value of options exercised           $ 53,500,000      
Weighted-average grand date fair value of options granted | $ / shares           $ 23.09      
A&R 2019 Plan and 2019 Inducement Plan | 2020 Stock and Equity Award Exchange Program                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Stock-based compensation           $ 24,065,000 2,292,000    
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           $ 31,100,000 15,600,000 3,900,000  
Unrecognized compensation cost           $ 103,100,000      
Unrecognized compensation cost, period for recognition           2 years 6 months      
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           $ 30,305,000 $ 10,676,000 4,237,000  
Unrecognized compensation cost, period for recognition           1 year 10 months 24 days      
Unrecognized compensation cost           $ 10,200,000      
Unvested shares of restricted stock outstanding | shares           1,789,943 3,364,366    
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Units (RSUs)                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Vesting period           4 years      
Stock-based compensation           $ 25,000,000.0 $ 7,400,000 200,000  
Unrecognized compensation cost, period for recognition           3 years 6 months      
Unrecognized compensation cost           $ 153,400,000      
Unvested shares of restricted stock outstanding | shares           3,537,719 1,053,838    
Shares forfeited | shares           241,844      
2019 Employee Stock Purchase Plan | BridgeBio Equity Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Number of common shares authorized to issue for issuance of awards | shares         2,000,000        
Common shares reserved for future issuance | shares           4,235,440      
Percentage of automatic annual increase in number of shares reserved for future issuance         1.00%        
Purchase price as percentage of lower of fair market value as of beginning or end of offering period         85.00%        
Common stock offering period         6 months        
Maximum percentage of employee payroll deduction for stock purchase         15.00%        
Maximum number of shares eligible to purchase during offering period | shares         3,500        
2019 Employee Stock Purchase Plan | Employee Stock Purchase Plan | BridgeBio Equity Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Number of common shares authorized to issue for issuance of awards | shares         2,000,000        
Eidos 2016 and 2018 Plans | Eidos                  
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      
Stock-based compensation             $ 10,900,000 $ 5,400,000  
Number of employees for replacement awards | Employee           88      
Incremental compensation cost for awards modification           $ 0      
Common Stock | A&R 2019 Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Number of common shares authorized to issue for issuance of awards | shares       11,500,000         1,000,000
Common Stock | 2019 Inducement Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Common shares reserved for future issuance | shares           16,534      
Common Stock | Eidos Award Exchange Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Common shares reserved for future issuance | shares           2,802,644      
Common Stock | 2021 A&R Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Common shares reserved for future issuance | shares           3,847,087      
v3.22.0.1
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
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Options Outstanding, Outstanding, Beginning balance 7,632,961  
Options Outstanding, Granted 5,968,204  
Options Outstanding, Exercised (1,193,592)  
Options Outstanding, Cancelled (265,817)  
Options Outstanding, Outstanding, Ending balance 12,141,756 7,632,961
Options Outstanding, Exercisable 5,033,494  
Eidos    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Options Outstanding, Granted 2,776,672  
Options Outstanding, Exercised (547,627)  
Options Outstanding, Cancelled (121,419)  
Options Outstanding, Outstanding, Ending balance 2,107,626  
Options Outstanding, Exercisable 1,183,628  
Weighted-Average Exercise Price per Option, Granted $ 16.33  
Weighted-Average Exercise Price per Option, Exercised 16.24  
Weighted-Average Exercise Price per Option, Cancelled 19.99  
Weighted-Average Exercise Price per Option, Outstanding, Ending balance 16.14  
Weighted-Average Exercise Price per Option, Exercisable $ 12.66  
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance 6 years 10 months 24 days  
Weighted-Average Remaining Contractual Life (years), Exercisable 6 years 1 month 6 days  
Aggregate Intrinsic Value, Outstanding, Ending balance $ 10,147  
Aggregate Intrinsic Value, Exercisable $ 8,034  
Regular Equity Program    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Options Outstanding, Outstanding, Beginning balance 6,778,112  
Options Outstanding, Granted 3,191,532  
Options Outstanding, Exercised (341,542)  
Options Outstanding, Cancelled (134,844)  
Options Outstanding, Outstanding, Ending balance 9,493,258 6,778,112
Options Outstanding, Exercisable 3,362,783  
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance $ 23.83  
Weighted-Average Exercise Price per Option, Granted 47.58  
Weighted-Average Exercise Price per Option, Exercised 21.17  
Weighted-Average Exercise Price per Option, Cancelled 28.24  
Weighted-Average Exercise Price per Option, Outstanding, Ending balance 31.85 $ 23.83
Weighted-Average Exercise Price per Option, Exercisable $ 24.52  
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance 8 years 6 months 8 years 9 months 18 days
Weighted-Average Remaining Contractual Life (years), Exercisable 7 years 9 months 18 days  
Aggregate Intrinsic Value, Outstanding, Ending balance   $ 320,473
2020 Stock and Equity Award Exchange Program    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Options Outstanding, Outstanding, Beginning balance 854,849  
Options Outstanding, Exercised (304,423)  
Options Outstanding, Cancelled (9,554)  
Options Outstanding, Outstanding, Ending balance 540,872 854,849
Options Outstanding, Exercisable 487,083  
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance $ 2.22  
Weighted-Average Exercise Price per Option, Exercised 1.71  
Weighted-Average Exercise Price per Option, Cancelled 5.28  
Weighted-Average Exercise Price per Option, Outstanding, Ending balance 2.46 $ 2.22
Weighted-Average Exercise Price per Option, Exercisable $ 2.10  
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance 7 years 8 years 2 months 12 days
Weighted-Average Remaining Contractual Life (years), Exercisable 7 years  
Aggregate Intrinsic Value, Outstanding, Ending balance $ 7,956 $ 58,891
Aggregate Intrinsic Value, Exercisable $ 7,271  
v3.22.0.1
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - A&R 2019 Plan and 2019 Inducement Plan - Restricted Stock Units (RSUs)
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares 1,053,838
Unvested Shares of Restricted Stock Outstanding, Granted | shares 3,230,243
Unvested Shares of Restricted Stock Outstanding, Vested | shares (504,518)
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares (241,844)
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares 3,537,719
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares $ 34.21
Weighted-Average Grant Date Fair Value, Granted | $ / shares 49.44
Weighted-Average Grant Date Fair Value, Vested | $ / shares 44.64
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares 52.69
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares $ 45.36
v3.22.0.1
Stock-Based Compensation - Summary of Restricted Stock Award Activity under Plans (Details) - Restricted Stock Awards - A&R 2019 Plan and 2019 Inducement Plan
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares 3,364,366
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares 1,789,943
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares $ 4.47
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares $ 5.50
2020 Stock and Equity Award Exchange Program  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Unvested Shares of Restricted Stock Outstanding, Granted | shares 395,672
Unvested Shares of Restricted Stock Outstanding, Vested | shares (395,672)
Weighted-Average Grant Date Fair Value, Granted | $ / shares $ 60.82
Weighted-Average Grant Date Fair Value, Vested | $ / shares $ 60.82
Regular Equity Program  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Unvested Shares of Restricted Stock Outstanding, Vested | shares (1,569,006)
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares (5,417)
Weighted-Average Grant Date Fair Value, Vested | $ / shares $ 3.29
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares $ 7.09
v3.22.0.1
Stock-Based Compensation - Summary of Recognized Stock-based Compensation Expense Related to Restricted Stock Award Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Total stock-based compensation $ 105,574 $ 58,459 $ 21,374
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 6,240 8,384 4,237
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 30,305 10,676 $ 4,237
A&R 2019 Plan and 2019 Inducement Plan | 2020 Stock and Equity Award Exchange Program      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Total stock-based compensation $ 24,065 $ 2,292  
v3.22.0.1
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Stock Options and Stock Purchase Rights under ESPP (Details) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Employee Stock Options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected volatility, Minimum 49.00% 36.30% 36.40%
Expected volatility, Maximum 52.00% 46.40% 37.50%
Risk-free interest rate, Minimum 0.63% 0.31% 1.69%
Risk-free interest rate, Maximum 1.33% 1.50% 1.86%
Weighted-average fair value of stock-based awards granted $ 23.09 $ 11.29 $ 7.81
Minimum | Employee Stock Options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected term (in years) 5 years 6 months 5 years 5 years
Maximum | Employee Stock Options      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected term (in years) 6 years 29 days 6 years 29 days 6 years 29 days
Employee Stock Purchase Plan      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected term (in years) 6 months   4 months 24 days
Expected volatility     43.40%
Expected volatility, Minimum 47.60% 32.50%  
Expected volatility, Maximum 52.00% 47.60%  
Risk-free interest rate     2.12%
Risk-free interest rate, Minimum 0.05% 0.13%  
Risk-free interest rate, Maximum 0.13% 1.57%  
Weighted-average fair value of stock-based awards granted $ 18.31 $ 10.48 $ 5.51
Employee Stock Purchase Plan | Minimum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected term (in years)   4 months 24 days  
Employee Stock Purchase Plan | Maximum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Expected term (in years)   7 months 24 days  
v3.22.0.1
Stock-Based Compensation - Summary of Estimated Grant Date Fair Value of Each Common Unit and Management Incentive Unit Awards (Details) - Management Incentive Units and Common Units - BBP LLC
 12 Months Ended
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Expected term (in years) 1 year 6 months
Expected volatility, Minimum 48.00%
Expected volatility, Maximum 49.00%
Risk-free interest rate, Minimum 2.34%
Risk-free interest rate, Maximum 2.56%
v3.22.0.1
Stock-Based Compensation - Summary of Fair Value of Employee Eidos Stock Options Granted (Details) - Eidos - Employee Stock Options Valuation
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Expected term (in years) 6 years 21 days 6 years 25 days
Expected volatility 72.10% 72.40%
Risk-free interest rate 0.52% 1.95%
v3.22.0.1
Income Taxes - Components of Net Loss Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Domestic $ 586,478 $ 505,488 $ 288,585
Foreign (24)    
Total loss before income taxes $ 586,454 $ 505,488 $ 288,585
v3.22.0.1
Income Taxes - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2017
Operating Loss Carryforwards [Line Items]        
Income tax expense, domestic $ 0 $ 0 $ 0  
Income tax expense, foreign 0 0 0  
Deferred tax expense, domestic 0 0 0  
Deferred tax expense, foreign $ 0 0 0  
Net operating loss carryforwards, expiration year 2038      
Federal net operating losses $ 1,500,000,000     $ 37,500,000
Percentage of taxable income limitation in utilization of operating loss carry forward 80.00%      
Federal net operating losses, expiration year       2035
Deferred tax liability, net   1,095,000    
Increase in valuation allowance $ 199,500,000 95,500,000 $ 79,200,000  
Unrecognized tax benefits, income tax penalties and interest expense 0 0    
Other liabilities        
Operating Loss Carryforwards [Line Items]        
Deferred tax liability, net   $ 1,100,000    
Federal        
Operating Loss Carryforwards [Line Items]        
Net operating loss carryforwards 1,500,000,000      
Federal | Research and Development and Orphan Drug        
Operating Loss Carryforwards [Line Items]        
Tax credit carryforwards $ 73,300,000      
Tax credit carryforward, expiration year 2036      
State | Research and Development        
Operating Loss Carryforwards [Line Items]        
Tax credit carryforwards $ 12,500,000      
State | California        
Operating Loss Carryforwards [Line Items]        
Net operating loss carryforwards $ 229,200,000      
v3.22.0.1
Income Taxes - Reconciliation of Statutory Federal Rate and Effective Tax Rate (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Tax at statutory federal rate 21.00% 21.00% 21.00%
Change in valuation allowance (25.60%) (25.00%) (25.30%)
Research and development credits 3.90% 3.30% 4.10%
Stock-based compensation 1.20% 1.00%  
Change in entity status     1.70%
Nontaxable partnership income     (1.40%)
Other (0.50%) (0.30%) (0.10%)
v3.22.0.1
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets:    
Net operating loss carry-forwards $ 331,537 $ 191,308
Amortization 9,570 7,427
Accruals and reserves 8,833 5,707
Stock-based compensation 10,233 5,471
Tax credits 67,724 37,964
Equity method investment   7,608
Lease liabilities 3,821 3,932
Other 448 613
Gross deferred tax assets 432,166 260,030
Less valuation allowance (423,909) (224,452)
Deferred tax assets, net of valuation allowance 8,257 35,578
Deferred tax liabilities:    
Fixed assets (339) (221)
Right-of-use assets (2,844) (3,514)
Unrealized gains and losses (5,074)  
Debt   (32,938)
Deferred tax liabilities $ (8,257) (36,673)
Net deferred tax liabilities   $ (1,095)
v3.22.0.1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]    
Balance at the beginning of the year $ 12,524 $ 7,604
Additions of prior year positions 4,037  
Reductions of prior year positions (354) (224)
Additions based on tax positions related to current year 5,047 5,144
Balance at the end of the year $ 21,254 $ 12,524
v3.22.0.1
Net Loss Per Share Attributable to Common Stockholders of BridgeBio - Schedule of Common Stock Equivalents were Excluded from Computation of Diluted Net Loss per Share (Detail) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of diluted net loss per share 52,252,566 29,240,319 10,722,263
Unvested RSAs      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of diluted net loss per share 1,789,943 3,364,366 5,603,452
Unvested RSUs      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of diluted net loss per share 3,537,719 1,053,838 362,163
Unvested Market-Based RSUs      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of diluted net loss per share   2,380 129,871
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 69,340 73,304  
Unvested Performance-Based RSAs      
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of diluted net loss per share   22,611  
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 12,141,756 7,632,961 4,626,777
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 13,959,588 4,161,970  
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 172,927 50,584  
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