Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Arena Pharmaceuticals, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission, or SEC, from which we derived our condensed consolidated balance sheet as of December 31, 2017. The accompanying condensed consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of our management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Beacon Discovery, Inc., or Beacon, is a variable interest entity in which we had a controlling financial interest until December 2017. The results of operations and comprehensive loss attributable to the noncontrolling interest in Beacon are presented as separate components from the results of operations and comprehensive loss attributable to the stockholders of Arena in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2017 . We Liquidity. As of June 30, 2018, we had cash, cash equivalents and available-for-sale investments of approximately $592.4 million. We believe our cash and cash equivalents and available-for-sale investments will be sufficient to fund our operations for at least the next 12 months. We will require substantial cash to achieve our objectives of discovering, developing and commercializing drugs, as this process typically takes many years and potentially hundreds of millions of dollars for an individual drug. We may not have adequate available cash, or assets that could be readily turned into cash, to meet these objectives in the long term. We will need to obtain significant funds under our existing collaborations, under new collaboration, licensing or other commercial agreements for one or more of our drug candidates, programs or patent portfolios, or from other potential sources of liquidity, which may include the sale of equity, issuance of debt or other transactions. Changes in Accounting Policies - Revenue Recognition. Effective January 1, 2018, we adopted Accounting Standard Codification 606, Revenue from Contracts with Customers , or ASC 606, issued by the Accounting Standards Board, or FASB. As a result, we have changed our accounting policy for revenue recognition as detailed below. We implemented ASC 606 using the modified retrospective method by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of our accumulated deficit at January 1, 2018. Therefore, the comparative period information has not been adjusted. We applied ASC 606 using a practical expedient for contracts that were modified before the implementation date, which allowed us to determine an aggregate effect of all modifications that occurred before January 1, 2018, when determining the satisfied and unsatisfied performance obligations, the transaction price, and allocating that transaction price to the performance obligations instead of retrospectively restating the contracts for such contract modifications. The cumulative impact to our accumulated deficit balance at January 1, 2018, as a result of the adoption of ASC 606 was a decrease of $19.0 million. The decrease arose primarily from a reduction of deferred revenue balances related to upfront payments received from customers and recognition of contract assets due to a combination of (i) the effects of applying the practical expedient for contract modifications and our conclusions related to satisfied and unsatisfied performance obligations, which resulted in a relatively higher portion of the total transaction price recognized as revenue in periods prior to our adoption of ASC 606, (ii) the effect of the bill-and-hold accounting guidance for inventory in ASC 606 and (iii) the inclusion of estimated future royalty payments related to our intellectual property in the total transaction price to the extent such intellectual property was legally sold to our customer rather than licensed. The cumulative effect adjustment is net of an impairment loss of $13.1 million which was a direct effect of the adoption of ASC 606 on the asset group of the Manufacturing Operations, which was classified as assets of disposal group held for sale since December 2017. The following table summarizes the impacts of adopting ASC 606 on our condensed consolidated financial statements, in thousands. Impact of Changes in Accounting Policies Three months ended June 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Collaboration and other revenue $ 3,133 $ (15 ) $ 3,118 Royalty revenue 861 426 1,287 Total revenue 3,994 411 4,405 Loss from operations (33,166 ) 411 (32,755 ) Loss from continuing operations (31,833 ) 411 (31,422 ) Net loss (31,833 ) 411 (31,422 ) Net loss attributable to stockholders of Arena (31,833 ) 411 (31,422 ) Six months ended June 30, 2018 Collaboration and other revenue $ 4,161 $ 44 $ 4,205 Royalty revenue 1,588 688 2,276 Total revenue 5,749 732 6,481 Loss from operations (64,135 ) 732 (63,403 ) Loss from continuing operations (62,966 ) 1,880 (61,086 ) Income (loss) from discontinued operations (830 ) 13,660 12,830 Net loss (63,796 ) 15,540 (48,256 ) Net loss attributable to stockholders of Arena (63,796 ) 15,540 (48,256 ) As of June 30, 2018 Prepaid expenses and other current assets $ 6,539 $ (1,059 ) $ 5,480 Total current assets 601,280 (1,059 ) 600,221 Other non-current assets 7,524 (2,361 ) 5,163 Total assets 637,560 (3,420 ) 634,140 Current portion of deferred revenues 800 20 820 Total current liabilities 20,917 20 20,937 Deferred revenues, less current portion 615 52 667 Accumulated deficit (1,534,948 ) (3,492 ) (1,538,440 ) Total stockholders' equity 558,838 (3,492 ) 555,346 Total liabilities and stockholders' equity 637,560 (3,420 ) 634,140 Our revenues to date have been generated primarily through collaboration agreements. Our collaboration agreements frequently contain multiple elements including (i) intellectual property licenses, (ii) product research, development and regulatory services and (iii) product manufacturing. Consideration we receive under these arrangements may include upfront payments, research and development funding, cost reimbursements, milestone payments, payments for product sales and royalty payments. Our customers include Everest Medicines Limited, or Everest, Outpost Medicine, LLC, or Outpost, Eisai Inc. and Eisai Co., Ltd., or collectively, Eisai, Axovant Sciences GmbH, or Axovant, Boehringer Ingelheim International GmbH, or Boehringer Ingelheim, and Siegfried. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services and excludes sales incentives and amounts collected i) Identify the contract with a customer . We consider the terms and conditions of our collaboration agreements to identify contracts within the scope of ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the goods and services to be transferred, we can identify the payment terms for the goods and services, we have determined the customer has the ability and intent to pay and the contract has commercial substance. We use judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. ii) Identify the performance obligations in the contract. Performance obligations in our collaboration agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. Our performance obligations generally consist of intellectual property licenses, research, development and/or regulatory services and manufacturing and supply commitments. iii) Determine the transaction price. We determine the transaction price based on the consideration to which we expect to be entitled in exchange for transferring goods and services to the customer. In determining the transaction price, any variable consideration would be considered, to the extent applicable, if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In accordance with the royalty exception under ASC 606 for licenses of intellectual property, the transaction price excludes future royalty payments to be received from our customers. None of our collaboration agreements contain consideration payable to our customer or a significant financing component. iv) Allocate the transaction price to performance obligations in the contract. v) Recognize revenue when or as we satisfy a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised goods or services to a customer. We recognize revenue when we transfer control of the goods or services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those services. Performance Obligations. The following is a description of principal goods and services from which we generate revenue. Intellectual property licenses We generate revenue from licensing our intellectual property including know-how and development and commercialization rights. These licenses provide customers with a term-based license to further research, develop and commercialize our internally-discovered drug candidates. The consideration we receive in the form of nonrefundable upfront consideration related to the functional intellectual property licenses is recognized when we transfer such license to the customer unless the license is combined with other goods or services into one performance obligation, in which case the revenue is recognized over a period of time based on our estimated pattern in which we satisfy the combined performance obligation. Intellectual property sales We generate royalty revenue from sales of our intellectual property. We estimate the future royalty payments and recognize revenue with a corresponding contract asset at a point in time when we transfer the intellectual property to the customer. Research, development and regulatory services We generate revenue from research, development and regulatory services we provide to our customers in connection with the licensed intellectual property. The services we provide to our customers primarily include scientific research activities, preparation for and management of clinical trials, and assistance during the regulatory approval application process. Revenue associated with these services is recognized based on our estimate of total consideration to be received for such services and the pattern in which we perform the services. The pattern of performance is generally determined to be the amount of incurred expenses reimbursed by the customer as a percentage of total expected reimbursable expenses associated with the contract. Product manufacturing We generate revenue from manufacturing and clinical supply promises to our customers in connection with securing a supply of drug products for development and clinical trial purposes. The drug products are generally manufactured by our contract manufacturing organizations. We used our product manufacturing facility in Zofingen, Switzerland for a portion of the product manufacturing requirements until we sold the Manufacturing Operations on March 31, 2018 (see Note 2). Revenue associated with product manufacturing obligations is recognized at a point in time as control of the related product is transferred to the customer. Contracts with Multiple Performance Obligations. Most of our collaboration agreements with customers contain multiple promised goods or services. Based on the characteristics of the promised goods and services we analyze whether they are separate or combined performance obligations. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine standalone selling price based on our overall pricing and discounting objectives, taking into consideration the type of services, estimates of hourly market rates, and stage of the development and clinical trials. Variable Consideration. Our contracts with customers primarily include two types of variable consideration: (i) development and regulatory milestone payments, which are due to us upon achievement of specific development and regulatory milestones and (ii) one-time sales-based payments and sales-based royalties associated with sold or licensed intellectual property. Due to uncertainty associated with achievement of the development and Product sales-based royalties under licensed intellectual property and one-time payments are accounted for under the royalty exception. We recognize revenue for sales-based royalties under licensed intellectual property and one-time payments at the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Disaggregation of Revenue. We operate in one reportable business segment. We provide goods and services to our customers in collaboration agreements pursuant to various geographical markets. In the following table, revenue is disaggregated by major customers, timing of revenue recognition and revenue classification, in thousands. Customers Three months ended June 30, 2018 Six months ended June 30, 2018 Outpost $ 2,750 $ 2,750 Eisai 861 3,089 Siegfried — 942 Axovant 200 768 Boehringer Ingelheim 163 623 Other 20 84 Total $ 3,994 $ 8,256 Timing of revenue recognition Goods and services transferred at a point in time $ 2,770 $ 5,277 Goods and services transferred over time 1,224 2,979 Total $ 3,994 $ 8,256 Classification Revenue from continuing operations $ 3,994 $ 5,749 Revenue reported under discontinued operations — 2,507 Total $ 3,994 $ 8,256 Contract Assets and Contract Liabilities. We receive payments from customers based on contractual terms. Accounts receivable are recorded when the right to consideration becomes unconditional. For research and development services, we generally bill our customers monthly or quarterly as the services are performed. Product sales are generally billed as completed. Payment terms on invoiced amounts are typically 30 days. Contract assets include amounts related to our contractual right to consideration for both completed and partially completed performance obligations that have not been invoiced. The current portion of contract assets is included in prepaid expenses and other current assets in the condensed consolidated balance sheet. The non-current portion of contract assets is included in other non-current assets in the condensed consolidated balance sheet. As of January 1, 2018, we recorded a contract asset of $4.1 million, of which $1.4 million is classified as current and $2.7 million is classified as non-current, related to future royalties associated with intellectual property patents previously sold to a customer which do not qualify for the royalty exception in ASC 606. We estimated the amount of the contract asset by applying the expected value method to our estimate of future royalty payments we will receive from this customer. Any future changes to this estimate will be recorded as an adjustment to revenue in the period in which the change in estimate is made. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. The following table provides detail of changes in our contract assets and deferred revenues, in thousands. The deferred revenue balances as of December 31, 2017, presented in the following table include balances classified as liabilities of disposal group held for sale: Contract Assets - Current Contract Assets - Non-Current Current Portion of Deferred Revenues Deferred Revenues, Less Current Portion Balances at December 31, 2017 $ — $ — $ 26,560 $ 1,067 ASC 606 implementation adjustments 7,527 2,694 (25,526 ) (40 ) Reductions of contract assets (2,070 ) (333 ) — — Impact of the disposal of the Manufacturing Operations (see Note 2) (4,543 ) — — — Foreign currency translation adjustment 145 — — — Recognized as revenue during the period — — (234 ) (412 ) Balances at June 30, 2018 $ 1,059 $ 2,361 $ 800 $ 615 Cost to Obtain and Fulfill a Contract. We generally do not incur costs to obtain new contracts. Costs to fulfill contracts are expensed as incurred. Remaining Performance Obligations. The following table provides detail of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) pursuant to our existing collaboration agreements as of June 30, 2018, in thousands: As of June 30, 2018 Rest of 2018 $ 1,332 2019 2,069 2020 672 2021 and thereafter — Total $ 4,073 Under the royalty exception in ASC 606 for licensed intellectual property we do not recognize any revenue for the variable amounts related to sales-based royalties until the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Accordingly, the revenue related to future royalties and sales-based milestones is not included in the table above. Recent Accounting Pronouncements . In February 2016, the FASB issued ASU No. 2016-02, Leases FASB has subsequently issued additional ASUs to clarify certain elements of the new lease accounting guidance. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash The following table provides a reconciliation of the components of cash, cash equivalents, and restricted cash reported in our condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows, in thousands: June 30, December 31, 2018 2017 Cash and cash equivalents $ 501,217 $ 158,837 Restricted cash included in other non-current assets 863 863 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statement of cash flows $ 502,080 $ 159,700 The restricted cash relates to our property leases. The restriction will lapse when the related leases expire. Use of Estimates. The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that affect the reported amounts (including assets, liabilities, revenues and expenses) and related disclosures. The amounts reported could differ under different estimates and assumptions. Contingencies. We disclose information regarding each material claim where the likelihood of a loss contingency is probable or reasonably possible. If a loss contingency is probable and the amount of the loss can be reasonably estimated, we record an accrual for the loss. In such cases, there may be an exposure to potential loss in excess of the amount accrued. The insurance recoveries are recorded in the period when the insurance reimbursement is deemed probable. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. |