Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BEIGENE, LTD. | |
Entity Central Index Key | 0001651308 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 777,672,755 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 764,492 | $ 712,937 |
Short-term restricted cash | 14,900 | 14,544 |
Short-term investments | 849,167 | 1,068,509 |
Accounts receivable | 58,976 | 41,056 |
Unbilled receivable | 6,114 | 8,612 |
Inventories | 13,140 | 16,242 |
Prepaid expenses and other current assets | 89,941 | 81,942 |
Total current assets | 1,796,730 | 1,943,842 |
Long-term restricted cash | 8,991 | 13,232 |
Property, plant and equipment, net | 197,806 | 157,061 |
Land use right, net | 45,058 | |
Operating lease right-of-use assets | 72,624 | |
Intangible assets, net | 6,841 | 7,172 |
Goodwill | 109 | 109 |
Deferred tax assets | 30,526 | 29,542 |
Other non-current assets | 58,605 | 53,668 |
Total non-current assets | 375,502 | 305,842 |
Total assets | 2,172,232 | 2,249,684 |
Current liabilities: | ||
Accounts payable | 105,320 | 113,283 |
Accrued expenses and other payables | 90,737 | 100,414 |
Deferred revenue, current portion | 17,504 | 18,140 |
Tax payable | 6,857 | 5,888 |
Current portion of operating lease liabilities | 9,451 | |
Current portion of long-term bank loan | 8,940 | 8,727 |
Total current liabilities | 238,809 | 246,452 |
Non-current liabilities: | ||
Long-term bank loan | 77,480 | 40,785 |
Shareholder loan | 155,174 | 148,888 |
Deferred revenue, non-current portion | 8,240 | 9,842 |
Operating lease liabilities | 19,545 | |
Deferred tax liabilities | 11,333 | 11,139 |
Other long-term liabilities | 38,972 | 38,931 |
Total non-current liabilities | 310,744 | 249,585 |
Total liabilities | 549,553 | 496,037 |
Commitments and contingencies | ||
Equity: | ||
Ordinary shares, US$0.0001 par value per share; 9,500,000,000 shares authorized; 777,413,184 and 776,263,184 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 78 | 77 |
Additional paid-in capital | 2,777,474 | 2,744,814 |
Accumulated other comprehensive income | 6,072 | 1,526 |
Accumulated deficit | (1,174,855) | (1,007,215) |
Total BeiGene, Ltd. shareholders’ equity | 1,608,769 | 1,739,202 |
Noncontrolling interest | 13,910 | 14,445 |
Total equity | 1,622,679 | 1,753,647 |
Total liabilities and equity | $ 2,172,232 | $ 2,249,684 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 9,500,000,000 | 9,500,000,000 |
Ordinary shares, shares issued | 777,413,184 | 776,263,184 |
Ordinary shares, shares outstanding | 777,413,184 | 776,263,184 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenues | $ 77,833 | $ 32,544 |
Expenses | ||
Cost of sales - product | (15,261) | (4,550) |
Research and development | (178,351) | (109,700) |
Selling, general and administrative | (57,645) | (28,915) |
Amortization of intangible assets | (331) | (188) |
Total expenses | (251,588) | (143,353) |
Loss from operations | (173,755) | (110,809) |
Interest income, net | 4,477 | 1,552 |
Other income, net | 1,728 | 729 |
Loss before income taxes | (167,550) | (108,528) |
Income tax (expense) benefit | (519) | 3,412 |
Net loss | (168,069) | (105,116) |
Less: net loss attributable to noncontrolling interests | (429) | (520) |
Net loss attributable to BeiGene, Ltd. | $ (167,640) | $ (104,596) |
Net loss per share attributable to BeiGene, Ltd., basic and diluted (in dollars per share) | $ (0.22) | $ (0.16) |
Weighted-average shares outstanding, basic and diluted (shares) | 774,750,255 | 670,510,605 |
Net loss per American Depositary Share (“ADS”), basic and diluted (in dollars per share) | $ (2.81) | $ (2.03) |
Weighted-average ADSs outstanding, basic and diluted (shares) | 59,596,173 | 51,577,739 |
Product revenue, net | ||
Revenues | ||
Revenues | $ 57,421 | $ 23,250 |
Collaboration revenue | ||
Revenues | ||
Revenues | $ 20,412 | $ 9,294 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (168,069) | $ (105,116) |
Other comprehensive income, net of tax of nil: | ||
Foreign currency translation adjustments | 3,755 | 272 |
Unrealized holding gain, net | 685 | 329 |
Comprehensive loss | (163,629) | (104,515) |
Less: comprehensive loss attributable to noncontrolling interests | (535) | (456) |
Comprehensive loss attributable to BeiGene, Ltd. | $ (163,094) | $ (104,059) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Operating activities: | ||
Net loss | $ (168,069) | $ (105,116) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 3,416 | 2,244 |
Share-based compensation expenses | 26,392 | 17,396 |
Acquired in-process research and development | 29,000 | 10,000 |
Non-cash interest expense | 1,858 | 2,012 |
Deferred income tax benefits | (983) | (4,090) |
Disposal gain on available-for-sale securities | (810) | (482) |
Non-cash amortization of bond discount | (2,408) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (17,920) | 5,943 |
Unbilled receivable | 2,498 | (7,555) |
Inventories | 3,102 | 3,432 |
Prepaid expenses and other current assets | (8,270) | (13,758) |
Operating lease right-of-use assets | (1,588) | 0 |
Other non-current assets | (10,212) | (2,082) |
Accounts payable | (20,364) | (18,487) |
Accrued expenses and other payables | (8,790) | 6,115 |
Tax payable | 969 | 733 |
Deferred revenue | (2,238) | (1,739) |
Other long-term liabilities | 892 | 933 |
Operating lease liabilities | 1,550 | 0 |
Net cash used in operating activities | (171,975) | (104,501) |
Investing activities: | ||
Purchases of property, plant and equipment | (21,828) | (9,696) |
Purchases of investments | (487,354) | (632,224) |
Proceeds from sale or maturity of investments | 710,598 | 257,568 |
Purchase of in-process research and development | (29,000) | (10,000) |
Net cash provided by (used in) investing activities | 172,416 | (394,352) |
Financing activities: | ||
Proceeds from follow-on public offering, net of underwriter discount | 0 | 758,001 |
Payment of follow-on public offering cost | 0 | (414) |
Proceeds from long-term loan | 36,695 | 0 |
Proceeds from option exercises and employee share purchase plan | 6,269 | 6,314 |
Net cash provided by financing activities | 42,964 | 763,901 |
Effect of foreign exchange rate changes, net | 4,265 | 3,444 |
Net increase in cash, cash equivalents, and restricted cash | 47,670 | 268,492 |
Cash, cash equivalents, and restricted cash at beginning of period | 740,713 | 239,602 |
Cash, cash equivalents, and restricted cash at end of period | 788,383 | 508,094 |
Supplemental cash flow information: | ||
Cash and cash equivalents | 764,492 | 490,634 |
Restricted cash, current | 14,900 | 17,460 |
Long-term restricted cash | 8,991 | 0 |
Income taxes paid | 360 | 329 |
Interest expense paid | 888 | 331 |
Supplemental non-cash information: | ||
Acquisitions of equipment included in accounts payable | 32,462 | 3,640 |
Changes in operating assets and liabilities adjusted through accumulated deficit | $ 0 | $ 2,291 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Statement - USD ($) $ in Thousands | Total | Follow-on public offering | Total | TotalFollow-on public offering | Ordinary Shares | Ordinary SharesFollow-on public offering | Additional Paid-In Capital | Additional Paid-In CapitalFollow-on public offering | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interests |
Balance at the beginning of period at Dec. 31, 2017 | $ 684,231 | $ 669,809 | $ 59 | $ 1,000,747 | $ (480) | $ (330,517) | $ 14,422 | ||||
Balance at the beginning of period (in shares) at Dec. 31, 2017 | 592,072,330 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of options, ESPP and release of Restricted Share Units (RSUs) | 6,314 | 6,314 | $ 1 | 6,313 | |||||||
Exercise of options, ESPP and release of Restricted Share Units (RSUs) (in shares) | 3,686,982 | ||||||||||
Issuance (use) of shares reserved for share option exercises (in shares) | 213,018 | ||||||||||
Share-based compensation | 17,396 | 17,396 | 17,396 | ||||||||
Other comprehensive income | 601 | 537 | 537 | 64 | |||||||
Net loss | (105,116) | (104,596) | (104,596) | (520) | |||||||
Issuance of ordinary shares in connection with follow-on public offering | $ 757,587 | $ 757,587 | $ 10 | $ 757,577 | |||||||
Issuance of ordinary shares in connection with follow-on public offering (in shares) | 102,970,400 | ||||||||||
Balance at the ending of period (in shares) at Mar. 31, 2018 | 698,942,730 | ||||||||||
Balance at the end of period at Mar. 31, 2018 | 1,358,722 | 1,344,381 | $ 70 | 1,782,033 | 320 | (438,042) | 14,341 | ||||
Balance at the beginning of period at Dec. 31, 2018 | $ 1,753,647 | 1,739,202 | $ 77 | 2,744,814 | 1,526 | (1,007,215) | 14,445 | ||||
Balance at the beginning of period (in shares) at Dec. 31, 2018 | 776,263,184 | 776,263,184 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of options, ESPP and release of Restricted Share Units (RSUs) | $ 6,269 | 6,269 | $ 1 | 6,268 | |||||||
Exercise of options, ESPP and release of Restricted Share Units (RSUs) (in shares) | 2,066,383 | ||||||||||
Issuance (use) of shares reserved for share option exercises (in shares) | (916,383) | ||||||||||
Share-based compensation | 26,392 | 26,392 | 26,392 | ||||||||
Other comprehensive income | 4,440 | 4,546 | 4,546 | (106) | |||||||
Net loss | $ (168,069) | (167,640) | (167,640) | (429) | |||||||
Balance at the ending of period (in shares) at Mar. 31, 2019 | 777,413,184 | 777,413,184 | |||||||||
Balance at the end of period at Mar. 31, 2019 | $ 1,622,679 | $ 1,608,769 | $ 78 | $ 2,777,474 | $ 6,072 | $ (1,174,855) | $ 13,910 |
Description of Business, Basis
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies | Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies Description of business BeiGene, Ltd. (the “Company”) is a commercial-stage biotechnology company focused on developing and commercializing innovative molecularly targeted and immuno-oncology drugs for the treatment of cancer. The Company’s internally-developed lead drug candidates are currently in late-stage clinical trials, and it is marketing three in-licensed drugs in China from which it has been generating product revenue since September 2017. The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability in October 2010. The Company completed its initial public offering (“IPO”) on the NASDAQ Global Select Market in February 2016 and has completed subsequent follow-on public offerings and a sale of ordinary shares to Celgene Switzerland LLC (“Celgene Switzerland”) in a business development transaction. On August 8, 2018, the Company completed its IPO on the Stock Exchange of Hong Kong Limited (“HKEx”) and a global follow-on public offering in which it raised approximately $869,709 in net proceeds, after deducting underwriting discounts and commissions and offering expenses. Effective August 8, 2018, the Company is dual-listed in both the United States and Hong Kong. As of March 31, 2019 , there were no changes to the Company's subsidiaries listed in Note 1 to the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 ("Annual Report"), except for the addition of BeiGene Singapore Pte., Ltd., a new wholly-owned subsidiary of BeiGene, Ltd. Basis of presentation and consolidation The accompanying condensed consolidated balance sheet as of March 31, 2019 , the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019 and 2018 , the condensed consolidated statements of cash flows and the condensed consolidated statements of shareholders' equity for the three months ended March 31, 2019 and 2018 , and the related footnote disclosures are unaudited. The accompanying unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the condensed consolidated financial statements and related footnotes included in the Company’s Annual Report. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of the operations for the three months ended March 31, 2019 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period. The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Noncontrolling interests are recognized to reflect the portion of the equity of subsidiaries which are not attributable, directly or indirectly, to the controlling shareholders. The Company consolidates its interests in its joint venture, BeiGene Biologics Co., Ltd. ("BeiGene Biologics"), under the voting model and recognizes the minority shareholders' equity interest as a noncontrolling interest in its condensed consolidated financial statements (as described in Note 8). Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, estimating the incremental borrowing rate for operating lease liabilities, identifying separate accounting units and the standalone selling price of each performance obligation in the Company’s revenue arrangements, estimating the fair value of net assets acquired in business combinations, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. Recent accounting pronouncements New accounting standards which have been adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-2, Leases . Subsequently, the FASB issued ASU 2018-1, Land Easement Practical Expedient, which provides an optional transition practical expedient for land easements, ASU 2018-10, Codification Improvements to Topic 842, Leases , which clarifies certain aspects of the guidance issued in ASU 2016-2; ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an additional transition method and a practical expedient for separating components of a contract for lessors, ASU 2018-20, Leases (Topic 842)- Narrow-Scope Improvements for Lessors , which allows certain accounting policy elections for lessors; and ASU 2019-1, Leases (Topic 842): Codification Improvements , which clarifies certain aspects of the guidance (collectively, the "Lease ASUs"). The Lease ASUs require lessees to recognize assets and liabilities related to lease arrangements longer than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance was effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial adoption. The guidance permits entities to choose to use either its effective date or the beginning of the earliest period presented in the financial statements as its date of initial application. The Company adopted the new standard effective January 1, 2019 using the effective date method and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption, the Company recognized a lease liability of $27,446 , with corresponding right-of-use ("ROU") assets of $25,978 based on the present value of the remaining minimum rental payments under existing operating leases. The difference between the lease liability and right-of-use asset relates to the reversal of existing deferred rent and prepaid rent balances of $1,739 and $271 , respectively. Additionally, the Company reclassified its land use rights of $45,058 to ROU assets upon adoption. The adoption of the standard did not impact the Company’s condensed consolidated statements of operations or cash flows. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update provides companies the option to reclassify to retained earnings the income tax accounting effects related to items originating in accumulated other comprehensive income ("AOCI") as a result of the U.S. Tax Cuts and Jobs Act ("TCJA") enacted on December 22, 2017. This update was effective in fiscal years, including interim periods, beginning after December 15, 2018, with early adoption permitted. None of the income tax accounting effects of the TCJA related to items that originated in AOCI and thus adopting of this standard did not have any impact on the Company’s condensed consolidated financial statements. Other tax effects of items that originate in AOCI will be removed when the underlying circumstance which gives rise to the tax impact no longer exists, based on an aggregate portfolio approach. Impact of adopted accounting standards The cumulative effect of changes made to the Company’s condensed consolidated January 1, 2019 balance sheet for the adoption of the Lease ASUs were as follows: Balance at Adjustments Balance at December 31, Due to January 1, 2018 Lease ASUs 2019 $ $ $ Assets: Prepaid expenses and other current assets 81,942 (271 ) 81,671 Land use right, net 45,058 (45,058 ) — Operating lease right-of-use assets — 71,036 71,036 Liabilities: Accrued expenses and other payables 100,414 (888 ) 99,526 Current portion of operating lease liabilities — 8,684 8,684 Operating lease liabilities — 18,762 18,762 Other long-term liabilities 38,931 (851 ) 38,080 New accounting standards which have not yet been adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). The amendments in ASU 2016-13 update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that are U.S. SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement . The update eliminates, modifies, and adds certain disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The added disclosure requirements and the modified disclosure on the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented. All other changes to disclosure requirements in this update should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The update is effective in fiscal years beginning after December 15, 2019, and interim periods therein, and early adoption is permitted for entities that have adopted ASC 606. This guidance should be applied retrospectively to the date of initial application of Topic 606. The Company is currently evaluating the impact on its financial statements of adopting this guidance. Significant accounting policies For a more complete discussion of the Company’s significant accounting policies and other information, the condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2018 . Leases The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of March 31, 2019. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a ROU asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option. Operating leases are included in operating lease right-of-use assets and lease liabilities on the condensed consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities. Leases with an initial lease term of 12 months or less are not recorded on the condensed consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. Land Use Rights All land in the People's Republic of China ("PRC") is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. In 2017, the Company acquired a land use right from the local Bureau of Land and Resources in Guangzhou for the purpose of constructing and operating the biologics manufacturing facility in Guangzhou. The Guangzhou land use right is being amortized over the term of the land use right, which is 50 years . In 2018, the Company acquired a second land use right in conjunction with the Innerway asset acquisition (see Note 4). The land use right is being amortized over the term of the land use right, which is 36 years . Except for the changes to the Company’s significant accounting policies related to the adoption of the Lease ASUs, there have been no other material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2019 , as compared to the significant accounting policies described in the Annual Report. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in market with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2019 and December 31, 2018 : Quoted Price in Active Significant Market for Other Significant Identical Observable Unobservable Assets Inputs Inputs As of March 31, 2019 (Level 1) (Level 2) (Level 3) $ $ $ Short-term investments (Note 5): U.S. treasury securities 825,435 — — U.S. agency securities 23,732 — — Cash equivalents U.S. treasury securities 124,856 — — Money market funds 59,884 — — Total 1,033,907 — — Quoted Price in Active Significant Market for Other Significant Identical Observable Unobservable Assets Inputs Inputs As of December 31, 2018 (Level 1) (Level 2) (Level 3) $ $ $ Short-term investments (Note 5): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — The Company had no liabilities measured and recorded at fair value on a recurring basis as of March 31, 2019 or December 31, 2018 . |
Research and Development Collab
Research and Development Collaborative Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Research and Development [Abstract] | |
Research and Development Collaborative Arrangements | Research and Development Collaborative Arrangements To date, the Company’s collaboration revenue has consisted of (1) upfront license fees, research and development reimbursement revenue, and research and development services revenue from its collaboration agreement with Celgene Corporation ("Celgene") on the Company’s investigational anti-programmed cell death protein 1 (“PD-1”) inhibitor, tislelizumab (BGB-A317), and (2) upfront license fees and milestone payments from its collaboration agreement with Merck KGaA, Darmstadt Germany on pamiparib (BGB-290) and lifirafenib (BGB-283). The collaboration agreement with Merck KGaA was terminated in December 2018. The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 $ $ Reimbursement of research and development costs 18,174 7,555 Research and development service revenue 2,238 1,739 Total 20,412 9,294 For the three months ended March 31, 2019 , the Company recognized collaboration revenue of $20,412 . The Company recognized $18,174 of research and development reimbursement revenue for the three months ended March 31, 2019 for the trials that Celgene has opted into. The $2,238 of research and development services revenue for the three months ended March 31, 2019 , primarily reflects the recognition of upfront consideration that was allocated to research and development services at the time of the collaboration and is recognized from deferred revenue over the term of the respective clinical studies for the specified indications. For the three months ended March 31, 2018 , the Company recognized collaboration revenue of $9,294 . The Company recognized $7,555 of research and development reimbursement revenue for the three months ended March 31, 2018 for the trials that Celgene has opted into. The $1,739 of research and development services revenue reflects the recognition of upfront consideration that was allocated to research and development services at the time of the collaboration and is recognized from deferred revenue over the term of the respective clinical studies for the specified indications. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. On September 21, 2018, BeiGene (Guangzhou) Co., Ltd. ("BeiGene Guangzhou") acquired 100% of the equity interests of Baiji Shenzhou (Guangzhou) Pharmaceuticals Co., Ltd. (formerly known as Huajian Pharmaceuticals Co., Ltd.), which subsequently changed its name to BeiGene Pharmaceuticals (Guangzhou) Co., Ltd., a pharmaceutical distribution company, for total cash consideration of $612 , including transaction costs of $59 . The acquisition was concentrated in a single identifiable asset, a drug distribution license, and thus the Company has concluded that the transaction is an asset acquisition as it does not meet the accounting definition of a business combination. The total cost was allocated to the drug distribution license and corresponding deferred tax liability, resulting in an $816 intangible asset for the license and a deferred tax liability of $204 . Beijing Innerway Bio-tech Co., Ltd. On October 4, 2018, BeiGene (Hong Kong) Co., Ltd. ("BeiGene HK") completed the acquisition of 100% of the equity interest of Beijing Innerway Bio-tech Co., Ltd., the owner of the Company's research, development and office facility in Changping, Beijing, China, for total cash consideration of $38,654 . The acquisition was concentrated in a single identifiable asset or group of assets, the building and associated land use right, and thus the Company has concluded that the transaction is an asset acquisition as it does not meet the accounting definition of a business combination. The total cost of the transaction of $38,865 , which includes transaction costs of $211 , was allocated based on the relative fair values of the net assets acquired, as follows: Amount Land use right $ 33,783 Building 15,874 Deferred tax liability (11,221 ) Other 429 Total cost 38,865 |
Restricted Cash and Short-term
Restricted Cash and Short-term Investments | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Restricted Cash and Short-term Investments | Restricted Cash and Short-term Investments The Company’s restricted cash balance of $23,891 as of March 31, 2019 consisted of BeiGene Guangzhou Biologics Manufacturing Co., Ltd.'s ("BeiGene Guangzhou Factory's") secured deposits held in designated bank accounts for issuance of letter of credit, and restricted cash deposits as security for the long-term bank loan (Note 13). Short-term investments as of March 31, 2019 consisted of the following available-for-sale debt securities: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) $ $ $ $ U.S. treasury securities 823,079 2,356 — 825,435 U.S. agency securities 23,665 67 — 23,732 Total 846,744 2,423 — 849,167 Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 The Company does not consider the investment in U.S. treasury securities or U.S. agency securities to be other-than-temporarily impaired at March 31, 2019 . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company’s inventory balance of $13,140 and $16,242 as of March 31, 2019 and December 31, 2018 , respectively, consisted entirely of finished goods product purchased from Celgene for distribution in the PRC. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property, plant and equipment Property, plant and equipment are recorded at cost and consisted of the following: As of March 31, December 31, 2019 2018 $ $ Laboratory equipment 24,771 22,636 Leasehold improvements 19,466 18,048 Building 15,905 15,857 Manufacturing equipment 16,806 16,048 Office equipment 2,526 2,216 Electronic equipment 1,745 1,229 Computer software 1,331 1,262 Property, plant and equipment, at cost 82,550 77,296 Less accumulated depreciation (23,267 ) (19,722 ) Construction in progress 138,523 99,487 Property, plant and equipment, net 197,806 157,061 As of March 31, 2019 and December 31, 2018 , construction in progress of $138,523 and $99,487 , respectively, primarily related to the buildout of the Guangzhou manufacturing facility. Depreciation expense for the three months ended March 31, 2019 and March 31, 2018 was $3,085 and $1,984 , respectively. |
Manufacturing Facility in Guang
Manufacturing Facility in Guangzhou | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Manufacturing Facility in Guangzhou | Manufacturing Facility in Guangzhou On March 7, 2017, BeiGene HK, a wholly-owned subsidiary of the Company, and Guangzhou GET Technology Development Co., Ltd. (“GET”), entered into a definitive agreement to establish a commercial scale biologics manufacturing facility in Guangzhou, Guangdong Province, PRC. On March 7, 2017, BeiGene HK and GET entered into an Equity Joint Venture Contract (the “JV Agreement”). Under the terms of the JV Agreement, BeiGene HK made an initial cash capital contribution of RMB 200,000 and a subsequent contribution of one or more biologics assets in exchange for a 95% equity interest in BeiGene Biologics. GET made a cash capital contribution of RMB 100,000 to BeiGene Biologics, representing a 5% equity interest in BeiGene Biologics. In addition, on March 7, 2017, BeiGene Biologics entered into a contract with GET, under which GET agreed to provide a RMB 900,000 loan (the “Shareholder Loan”) to BeiGene Biologics (see Note 14). BeiGene Biologics is working to establish a biologics manufacturing facility in Guangzhou, through a wholly-owned subsidiary, the BeiGene Guangzhou Factory, to manufacture biologics for the Company and its subsidiaries. On April 11, 2017, BeiGene HK, GET and BeiGene Biologics amended the JV Agreement and the capital contribution agreement, among other things, to adjust the capital contribution schedules and adjust the initial term of the governing bodies and a certain management position. On April 13, 2017 and May 4, 2017, BeiGene HK made cash capital contributions of RMB 137,830 and RMB 2,415 , respectively, into BeiGene Biologics. The remainder of the cash capital contribution from BeiGene HK to BeiGene Biologics will be paid by April 10, 2020. On April 14, 2017, GET made cash capital contributions of RMB 100,000 into BeiGene Biologics. On April 14, 2017, BeiGene Biologics drew down the Shareholder Loan of RMB 900,000 from GET (as further described in Note 14). In the fourth quarter of 2017, BeiGene HK and BeiGene Biologics entered into an Equity Transfer Agreement to transfer 100% of the equity interest of BeiGene Shanghai into BeiGene Biologics. The transfer consideration for the purchased interests under this Equity Transfer Agreement is the fair value of the 100% equity of BeiGene Shanghai appraised by a qualified Chinese valuation firm under the laws of the PRC. Upon the transfer of equity in BeiGene Shanghai, BeiGene HK’s equity interest in BeiGene Shanghai became 95% . As of March 31, 2019 , the Company and GET held 95% and 5% equity interests in BeiGene Biologics, respectively. As of March 31, 2019 , the Company's cash and cash equivalents of $143,320 and restricted cash of $23,891 held by BeiGene Biologics to be used to build the commercial scale biologics facility and to fund research and development of the Company's biologics drug candidates in China. |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for office and manufacturing facilities in the United States, Switzerland, and China. The leases have remaining lease terms of up to five years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets. The Company has land use rights which represent land acquired for constructing and operating the biologics manufacturing facility in Guangzhou, and the land acquired for the Company's research, development and office facility in Changping, Beijing. The land use rights represent lease prepayments and are expensed over the remaining term of the rights, which is 48 years for the Guangzhou land use right and 35 years for the Changping land use right. The Company also has certain leases with terms of 12 months or less for certain equipment, office and lab space, which are not recorded to the balance sheet. The components of lease expense were as follows: Three months ended March 31, 2019 $ Operating lease cost 3,393 Variable lease cost 297 Short-term lease cost 133 Total lease cost 3,823 Total expenses under operating leases were $1,653 for the three months ended March 31, 2018 . Supplemental balance sheet information related to leases was as follows: As of March 31, 2019 $ Operating lease right-of-use assets 27,518 Land use rights, net 45,106 Total operating lease right-of-use assets 72,624 Current portion of operating lease liabilities 9,451 Operating lease liabilities 19,545 Total lease liabilities 28,996 Maturities of operating lease liabilities are as follows (2): $ Nine months ending December 31, 2019 8,675 Year ending December 31, 2020 10,583 Year ending December 31, 2021 8,123 Year ending December 31, 2022 4,173 Year ending December 31, 2023 1,445 Thereafter 104 Total lease payments 33,103 Less imputed interest (4,107 ) Present value of lease liabilities 28,996 (2) As of March 31, 2019 , the Company has additional operating leases for office facilities that have not yet commenced of $5,858 . These operating leases will commence during the fiscal year 2019 with lease terms of up to three years . Other supplemental information related to leases is summarized below: Three months ended March 31, 2019 $ Operating cash flows used in operating leases 2,994 ROU assets obtained in exchange for new operating lease liabilities 3,464 As of March 31, 2019 $ Weighted-average remaining lease term (years) 3 Weighted-average discount rate 8.37 % The Company adopted the Lease ASUs effective January 1, 2019 and did not restate prior periods. The undiscounted future minimum payments under non-cancelable operating leases as of December 31, 2018, prior to the adoption of the Lease ASUs was as follows: $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of March 31, 2019 and December 31, 2018 are summarized as follows: As of March 31, 2019 December 31, 2018 Gross Gross carrying Accumulated Intangible carrying Accumulated Intangible amount amortization assets, net amount amortization assets, net $ $ $ $ $ $ Finite-lived intangible assets: Product distribution rights 7,500 (1,187 ) 6,313 7,500 (1,000 ) 6,500 Trading license 816 (288 ) 528 816 (144 ) 672 Total finite-lived intangible assets 8,316 (1,475 ) 6,841 8,316 (1,144 ) 7,172 Product distribution rights consist of distribution rights on the approved cancer therapies licensed from Celgene, ABRAXANE ® , REVLIMID ® , and VIDAZA ® , and its investigational agent CC-122 acquired as part of the Celgene transaction. The Company is amortizing the product distribution rights over a period of 10 years . The trading license represents the Guangzhou drug distribution license acquired on September 21, 2018. The Company is amortizing the drug distribution trading license over the remainder of the license term through February 2020. Amortization expense of intangible assets for the three months ended March 31, 2019 and March 31, 2018 was $331 and$ 188 , respectively. As of March 31, 2019 , expected amortization expense for the unamortized finite-lived intangible assets is approximately $995 for the remainder of 2019 , $846 in 2020 , $750 in 2021 , $750 in 2022 , $750 in 2023 , and $2,750 in 2024 and thereafter. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense was $519 for the three months ended March 31, 2019 , and income tax benefit was $3,412 for the three months ended March 31, 2018 . The income tax expense for the three months ended March 31, 2019 was primarily attributable to income reported in the U.S. and certain China subsidiaries offset by U.S. research and development tax credits and other special tax deductions. The income tax benefit for the three months ended March 31, 2018 was primarily attributable to U.S. research and development tax credits and the discrete tax benefit of employee stock option exercises. On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance. In assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, the Company believes that as of March 31, 2019 , it is more likely than not the deferred tax assets will not be realized for the Company’s subsidiaries in Australia and Switzerland, as well as certain subsidiaries in China. As of March 31, 2019 , the Company had gross unrecognized tax benefits of $2,559 . The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months. The Company’s reserve for uncertain tax positions increased by $264 in the three months ended March 31, 2019 due to additions related to U.S. federal and state tax credits and incentives. The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. As of March 31, 2019 and December 31, 2018 , the Company's accrued interest and penalties, where applicable, related to uncertain tax positions were not material. The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally. As of March 31, 2019 , Australia tax matters are open to examination for the years 2013 through 2019, China tax matters are open to examination for the years 2013 through 2019 and U.S. federal tax matters are open to examination for years 2015 through 2019. Various U.S. states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2010 through 2019. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets consist of the following: As of March 31, December 31, 2019 2018 $ $ Prepaid research and development costs 66,817 58,673 Prepaid taxes 9,078 10,479 Interest receivable 2,580 3,096 Other 11,466 9,694 Total 89,941 81,942 Other non-current assets consist of the following: As of March 31, December 31, 2019 2018 $ $ Prepayment of long-term assets 10,035 11,981 Prepayment of facility capacity expansion activities (1) 25,809 25,193 Prepaid VAT 19,768 14,671 Rental deposits and other 2,993 1,823 Total 58,605 53,668 (1) Represents a payment for a facility expansion under a commercial supply agreement. The payment will be credited back to the Company through credits on supply purchases over the life of the supply agreement. Accrued expenses and other payables consist of the following: As of March 31, December 31, 2019 2018 $ $ Compensation related 18,540 35,887 External research and development activities related 46,889 34,588 Commercial activities 9,437 10,433 Individual income tax and other taxes 8,626 8,030 Sales rebates and returns related 3,366 4,749 Professional fees and other 3,879 6,727 Total 90,737 100,414 Other long-term liabilities consist of the following: As of March 31, December 31, 2019 2018 $ $ Deferred government grant income 38,776 37,851 Other 196 1,080 Total 38,972 38,931 |
Long-term Bank Loans
Long-term Bank Loans | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Bank Loans | Long-term Bank Loans On September 2, 2015, BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") entered into a loan agreement with Suzhou Industrial Park Biotech Development Co., Ltd. and China Construction Bank to borrow RMB 120,000 at a 7% fixed annual interest rate. The loan is secured by BeiGene (Suzhou)’s equipment with a net carrying amount of $13,500 and the Company’s rights to a PRC patent on a drug candidate. In September 2018, the Company repaid the first tranche of $8,736 (RMB 60,000 ). The remaining loan principal amount outstanding as of March 31, 2019 of $8,940 (RMB 60,000 ) is repayable on September 30, 2019. On April 4, 2018, BeiGene Guangzhou Factory entered into a nine -year loan agreement with China Construction Bank to borrow a RMB denominated loan of RMB 580,000 at a floating interest rate benchmarking RMB loans interest rate of financial institutions in PRC. The loan is secured by BeiGene Guangzhou Factory’s land use right. Interest expense will be paid quarterly until the loan is fully settled. As of March 31, 2019 , the Company has drawn down $77,480 (RMB 520,000 ) of this loan, of which $36,695 (RMB 240,000 ) was drawn down during the three months ended March 31, 2019 . The loan interest rate was 4.9% for the three months ended March 31, 2019 , and the maturity dates range from 2021 to 2027. As of March 31, 2019 , the Company has unused long-term credit availability amounting to $8,940 , attributed to the remaining credit available under the Guangzhou Factory loan. The Company plans to draw down the entire available amount before December 31, 2019. Interest expense recognized for the three months ended March 31, 2019 and 2018 was $941 and $331 , respectively, among which, $641 and nil was capitalized, respectively. |
Shareholder Loan
Shareholder Loan | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Shareholder Loan | Shareholder Loan On March 7, 2017, BeiGene Biologics entered into the Shareholder Loan Contract with GET, pursuant to which GET agreed to provide a Shareholder Loan of RMB 900,000 to BeiGene Biologics. The Shareholder Loan has a conversion feature, settled in a variable number of shares of common stock upon conversion (the “debt-to-equity conversion”). On April 14, 2017, BeiGene Biologics drew down the entire Shareholder Loan of RMB 900,000 from GET. Key features of the Shareholder Loan The Shareholder Loan bears simple interest at a fixed rate of 8% per annum. No interest payment is due or payable prior to the repayment of the principal or the debt-to-equity conversion. The term of the Shareholder Loan is 72 months , commencing from the actual drawdown date of April 14, 2017 and ending on April 13, 2023, unless converted earlier. The Shareholder Loan may be repaid or converted, either partially or in full, into an additional mid-single digit percentage equity interest in BeiGene Biologics prior to its maturity date, pursuant to the terms of the JV Agreement. BeiGene Biologics has the right to make early repayment at any time; provided, however, that if repayment is to occur before the debt-to-equity conversion it would require written approval of both BeiGene Biologics and GET. Upon conversion of the shareholder loan, GET will receive an additional equity interest in BeiGene Biologics, which will be based on the formula outlined in the JV Agreement. The Shareholder Loan can only be used for BeiGene Biologics, including the construction and operation of the biologics manufacturing facility and research and development and clinical trials to be carried out by BeiGene Biologics. If BeiGene Biologics does not use the Shareholder Loan proceeds for the specified purposes, GET may be entitled to certain liquidated damages. In the event of an early termination of the JV Agreement, the Shareholder Loan will become due and payable at the time of termination of the JV Agreement. Accounting for the Shareholder Loan The Shareholder Loan is classified as a long-term liability and initially measured at the principal of RMB 900,000 . Interest will be accrued based on the interest rate of 8% per annum. As the Shareholder Loan may be share-settled by a number of shares with a fair value equal to a fixed settlement amount, the settlement is not viewed as a conversion feature, but as a redemption feature because the settlement amount does not vary with the share price. This in-substance redemption feature does not require bifurcation because it is clearly and closely related to the debt host that does not involve a substantial premium or discount. Since there is no conversion feature embedded in the Shareholder Loan, no beneficial conversion feature was recorded. There are no other embedded derivatives that are required to be bifurcated. The portion of interest accrued on the Shareholder Loan related to borrowings used to construct the BeiGene factory in Guangzhou is being capitalized in accordance with ASC 835-20, Interest – Capitalization of Interest. For the three months ended March 31, 2019 and 2018, total interest expense generated from the Shareholder Loan was $2,645 and $3,280 , respectively, among which, $788 and $815 was capitalized, respectively. |
Product Revenue
Product Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Product Revenue | Product Revenue The Company’s product sales are derived from the sale of ABRAXANE ® , REVLIMID ® , and VIDAZA ® in China under a distribution license from Celgene. The table below presents the Company’s net product sales for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 2018 $ $ Product revenue – gross 58,536 23,485 Less: Rebates and sales returns (1,115 ) (235 ) Product revenue – net 57,421 23,250 The following table presents the roll-forward of accrued sales rebates and returns for the three months ended March 31, 2019 : Sales Rebates and Returns $ Balance as of December 31, 2018 4,749 Accrual 1,115 Payments (2,498 ) Balance as of March 31, 2019 3,366 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Loss per share was calculated as follows: Three Months Ended March 31, 2019 2018 (in thousands, except share and per share data) Numerator: Net loss attributable to BeiGene, Ltd. $ (167,640 ) $ (104,596 ) Denominator: Weighted average shares outstanding, basic and diluted 774,750,255 670,510,605 Net loss per share attributable to BeiGene, Ltd., basic and diluted $ (0.22 ) $ (0.16 ) The effects of all share options, restricted shares and restricted share units were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive during the three months ended March 31, 2019 and 2018. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation Expense | Share-Based Compensation Expense 2016 Share Option and Incentive Plan On January 14, 2016, in connection with its U.S. IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective on February 2, 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that are cancelled or forfeited without issuance of ordinary shares. As of March 31, 2019 , ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,144,371 . The 2016 Plan provided for an annual increase in the shares available for issuance, to be added on the first day of each fiscal year, beginning on January 1, 2017, equal to the lesser of (i) five percent ( 5% ) of the outstanding shares of the Company’s ordinary shares on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Company’s board of directors or the compensation committee. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated 2016 Plan to remove this “evergreen” provision and implement other changes required by the HKEx rules. In December 2018, the board of directors approved a second amended and restated 2016 Plan to increase the number of shares authorized for issuance by 38,553,159 ordinary shares, as well as amend the cap on annual compensation to independent directors and make other changes. The number of shares available for issuance under the 2016 Plan is subject to adjustment in the event of a share split, share dividend or other change in the Company’s capitalization. During the three months ended March 31, 2019 , the Company granted options for 590,967 ordinary shares and restricted share units for 2,266,550 ordinary shares under the 2016 Plan. As of March 31, 2019 , options and restricted share units for ordinary shares outstanding under the 2016 Plan totaled 80,307,682 and 12,078,638 , respectively. 2018 Inducement Equity Plan On June 6, 2018, the board of directors of the Company approved the 2018 Inducement Equity Plan (the “2018 Plan”) and reserved 12,000,000 ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees of the Company or its subsidiaries, as a material inducement to the individual’s entry into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The 2018 Plan was approved by the board of directors upon recommendation of the compensation committee, without shareholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The terms and conditions of the 2018 Plan, and the forms of award agreements to be used thereunder, are substantially similar to the 2016 Plan and the forms of award agreements thereunder. In August 2018, in connection with the listing of the Company’s ordinary shares on the HKEx, the board of directors of the Company approved an amended and restated 2018 Plan to implement changes required by the HKEx rules. During the three months ended March 31, 2019 , the Company did not grant any options or restricted share units under the 2018 Plan. As of March 31, 2019 , options and restricted share units for ordinary shares outstanding under the 2018 Plan totaled 79,404 and 3,542,773 , respectively. 2018 Employee Share Purchase Plan On June 6, 2018, the shareholders of the Company approved the 2018 Employee Share Purchase Plan (the “ESPP”). Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP. In August 2018, in connection with the Hong Kong IPO, the board of directors of the Company approved an amended and restated ESPP to remove an “evergreen” share replenishment provision originally included in the plan and implement other changes required by the HKEx rules. In December 2018, the board of directors approved a second amended and restated ESPP to increase the number of shares authorized for issuance by 3,855,315 ordinary shares to 7,355,315 ordinary shares. The ESPP allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months, at a 15% discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10% of their eligible earnings, subject to applicable limitations. On February 28, 2019, the Company issued 154,505 ordinary shares to employees for aggregate proceeds of $1,385 . The purchase price of the shares was $116.49 per ADS, or $8.96 per ordinary share, which was discounted in accordance with the terms of the ESPP from the closing price on NASDAQ on February 28, 2019 of $137.05 per ADS, or $10.54 per ordinary shares. The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 $ $ Research and development 15,771 12,052 Selling, general and administrative 10,621 5,344 Total 26,392 17,396 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The movement of accumulated other comprehensive income was as follows: Unrealized Foreign Currency Gains on Translation Available-for-Sale Adjustments Securities Total $ $ $ Balance as of December 31, 2018 (212 ) 1,738 1,526 Other comprehensive income before reclassifications 3,861 1,495 5,356 Amounts reclassified from accumulated other comprehensive income — (810 ) (810 ) Net-current period other comprehensive income 3,861 685 4,546 Balance as of March 31, 2019 3,649 2,423 6,072 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders’ Equity | Shareholders’ Equity Follow-on public offerings On August 8, 2018, the Company completed an initial public offering of its ordinary shares on the Hong Kong Stock Exchange and a follow-on public offering under the Company's effective Registration Statement on Form S-3 at a price of $13.76 per ordinary share, or $178.90 per ADS. In this offering, the Company sold 65,600,000 ordinary shares. Net proceeds after deducting underwriting discounts and commissions and offering expenses were $869,709 . On January 22, 2018, the Company completed a follow-on public offering under the Company’s effective Registration Statement on Form S-3 at a price of $101.00 per ADS, or $7.77 per ordinary share. In this offering, the Company sold 7,425,750 ADSs representing 96,534,750 ordinary shares. Additionally, the underwriters exercised their option to purchase an additional 495,050 ADSs representing 6,435,650 ordinary shares from the Company. Net proceeds from this offering, including the underwriter option, after deducting the underwriting discounts and offering expenses were $757,587 . |
Restricted Net Assets
Restricted Net Assets | 3 Months Ended |
Mar. 31, 2019 | |
Restricted Net Assets Disclosure [Abstract] | |
Restricted Net Assets | Restricted Net Assets The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary's retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the condensed consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above-mentioned restrictions on distributable profits. During the three months ended March 31, 2019 and 2018 , no appropriation to statutory reserves was made because the PRC subsidiaries had substantial losses during such periods. As a result of these PRC laws and regulations, including the requirement to make annual appropriations of at least 10% of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict the Company's PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of March 31, 2019 and December 31, 2018 , amounts restricted were the net assets of the Company’s PRC subsidiaries, which amounted to $105,688 and $93,281 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2019, the Company had purchase commitments amounting to $56,135 related to minimum purchase requirements for finished goods inventory purchased from Celgene. Capital commitments The Company had capital commitments amounting to $26,647 for the acquisition of property, plant and equipment as of March 31, 2019 , which were mainly for BeiGene Guangzhou Factory’s manufacturing facility in Guangzhou, China. |
Segment and geographic informat
Segment and geographic information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Segment and geographic information The Company operates in one segment. The Company’s long-lived assets are substantially located in the PRC. Net product revenues by geographic area are based upon the location of the customer, and net collaboration revenue is recorded in the jurisdiction in which the related income is expected to be sourced from. Total net revenues by geographic area are presented as follows: Three Months Ended March 31, 2019 2018 $ $ PRC 57,421 23,250 United States 13,268 6,041 Other 7,144 3,253 Total 77,833 32,544 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent event | Subsequent Event On April 9, 2019, the Company entered into a global co-development and collaboration agreement with BioAtla LLC ("BioAtla") for the development, manufacturing and commercialization of BioAtla's investigational CAB-CTLA-4 antibody (BA3071), whereby BioAtla will co-develop the CAB-CTLA-4 antibody to defined early clinical objectives and the Company will then lead the parties' joint efforts to develop the product candidate and be responsible for global regulatory filings and commercialization. Subject to the terms of the agreement, the Company will hold a co-exclusive license with BioAtla to develop and manufacture the product candidate globally and an exclusive license to commercialize the product candidate globally. The Company will be responsible for all costs of development, manufacturing and commercialization in Asia (excluding Japan), Australia and New Zealand (the "Company Territory"), and the parties will share development and manufacturing costs and commercial profits and losses upon specified terms in the rest of the world. BioAtla received an upfront payment of $20,000 , and will receive a milestone payment upon reaching the defined early clinical objectives. BioAtla is also eligible to receive additional payments in subsequent development and regulatory milestones globally and commercial milestones in the Company Territory, together with tiered royalties on sales in the Company territory. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying condensed consolidated balance sheet as of March 31, 2019 , the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019 and 2018 , the condensed consolidated statements of cash flows and the condensed consolidated statements of shareholders' equity for the three months ended March 31, 2019 and 2018 , and the related footnote disclosures are unaudited. The accompanying unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the condensed consolidated financial statements and related footnotes included in the Company’s Annual Report. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of the operations for the three months ended March 31, 2019 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period. The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Noncontrolling interests are recognized to reflect the portion of the equity of subsidiaries which are not attributable, directly or indirectly, to the controlling shareholders. The Company consolidates its interests in its joint venture, BeiGene Biologics Co., Ltd. ("BeiGene Biologics"), under the voting model and recognizes the minority shareholders' equity interest as a noncontrolling interest in its condensed consolidated financial statements (as described in Note 8). |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, estimating the incremental borrowing rate for operating lease liabilities, identifying separate accounting units and the standalone selling price of each performance obligation in the Company’s revenue arrangements, estimating the fair value of net assets acquired in business combinations, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. |
Recent accounting pronouncements | Recent accounting pronouncements New accounting standards which have been adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-2, Leases . Subsequently, the FASB issued ASU 2018-1, Land Easement Practical Expedient, which provides an optional transition practical expedient for land easements, ASU 2018-10, Codification Improvements to Topic 842, Leases , which clarifies certain aspects of the guidance issued in ASU 2016-2; ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an additional transition method and a practical expedient for separating components of a contract for lessors, ASU 2018-20, Leases (Topic 842)- Narrow-Scope Improvements for Lessors , which allows certain accounting policy elections for lessors; and ASU 2019-1, Leases (Topic 842): Codification Improvements , which clarifies certain aspects of the guidance (collectively, the "Lease ASUs"). The Lease ASUs require lessees to recognize assets and liabilities related to lease arrangements longer than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance was effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial adoption. The guidance permits entities to choose to use either its effective date or the beginning of the earliest period presented in the financial statements as its date of initial application. The Company adopted the new standard effective January 1, 2019 using the effective date method and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption, the Company recognized a lease liability of $27,446 , with corresponding right-of-use ("ROU") assets of $25,978 based on the present value of the remaining minimum rental payments under existing operating leases. The difference between the lease liability and right-of-use asset relates to the reversal of existing deferred rent and prepaid rent balances of $1,739 and $271 , respectively. Additionally, the Company reclassified its land use rights of $45,058 to ROU assets upon adoption. The adoption of the standard did not impact the Company’s condensed consolidated statements of operations or cash flows. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update provides companies the option to reclassify to retained earnings the income tax accounting effects related to items originating in accumulated other comprehensive income ("AOCI") as a result of the U.S. Tax Cuts and Jobs Act ("TCJA") enacted on December 22, 2017. This update was effective in fiscal years, including interim periods, beginning after December 15, 2018, with early adoption permitted. None of the income tax accounting effects of the TCJA related to items that originated in AOCI and thus adopting of this standard did not have any impact on the Company’s condensed consolidated financial statements. Other tax effects of items that originate in AOCI will be removed when the underlying circumstance which gives rise to the tax impact no longer exists, based on an aggregate portfolio approach. Impact of adopted accounting standards The cumulative effect of changes made to the Company’s condensed consolidated January 1, 2019 balance sheet for the adoption of the Lease ASUs were as follows: Balance at Adjustments Balance at December 31, Due to January 1, 2018 Lease ASUs 2019 $ $ $ Assets: Prepaid expenses and other current assets 81,942 (271 ) 81,671 Land use right, net 45,058 (45,058 ) — Operating lease right-of-use assets — 71,036 71,036 Liabilities: Accrued expenses and other payables 100,414 (888 ) 99,526 Current portion of operating lease liabilities — 8,684 8,684 Operating lease liabilities — 18,762 18,762 Other long-term liabilities 38,931 (851 ) 38,080 New accounting standards which have not yet been adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). The amendments in ASU 2016-13 update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that are U.S. SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement . The update eliminates, modifies, and adds certain disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The added disclosure requirements and the modified disclosure on the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented. All other changes to disclosure requirements in this update should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This update requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The update is effective in fiscal years beginning after December 15, 2019, and interim periods therein, and early adoption is permitted for entities that have adopted ASC 606. This guidance should be applied retrospectively to the date of initial application of Topic 606. The Company is currently evaluating the impact on its financial statements of adopting this guidance. Significant accounting policies For a more complete discussion of the Company’s significant accounting policies and other information, the condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2018 . Leases The Company determines if an arrangement is a lease at inception. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Company’s lease portfolio consists entirely of operating leases as of March 31, 2019. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. At the commencement date of a lease, the Company determines the classification of the lease based on the relevant factors present and records a ROU asset and lease liability. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option. Operating leases are included in operating lease right-of-use assets and lease liabilities on the condensed consolidated balance sheet. Lease liabilities that become due within one year of the balance sheet date are classified as current liabilities. Leases with an initial lease term of 12 months or less are not recorded on the condensed consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. Land Use Rights All land in the People's Republic of China ("PRC") is owned by the PRC government. The PRC government may sell land use rights for a specified period of time. Land use rights represent operating leases in accordance with ASC 842. The purchase price of land use rights represents lease prepayments to the PRC government and is recorded as an operating lease ROU asset on the balance sheet. The ROU asset is amortized over the remaining lease term. In 2017, the Company acquired a land use right from the local Bureau of Land and Resources in Guangzhou for the purpose of constructing and operating the biologics manufacturing facility in Guangzhou. The Guangzhou land use right is being amortized over the term of the land use right, which is 50 years . In 2018, the Company acquired a second land use right in conjunction with the Innerway asset acquisition (see Note 4). The land use right is being amortized over the term of the land use right, which is 36 years . Except for the changes to the Company’s significant accounting policies related to the adoption of the Lease ASUs, there have been no other material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2019 , as compared to the significant accounting policies described in the Annual Report. |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cumulative effect of changed made to balance sheet | The cumulative effect of changes made to the Company’s condensed consolidated January 1, 2019 balance sheet for the adoption of the Lease ASUs were as follows: Balance at Adjustments Balance at December 31, Due to January 1, 2018 Lease ASUs 2019 $ $ $ Assets: Prepaid expenses and other current assets 81,942 (271 ) 81,671 Land use right, net 45,058 (45,058 ) — Operating lease right-of-use assets — 71,036 71,036 Liabilities: Accrued expenses and other payables 100,414 (888 ) 99,526 Current portion of operating lease liabilities — 8,684 8,684 Operating lease liabilities — 18,762 18,762 Other long-term liabilities 38,931 (851 ) 38,080 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2019 and December 31, 2018 : Quoted Price in Active Significant Market for Other Significant Identical Observable Unobservable Assets Inputs Inputs As of March 31, 2019 (Level 1) (Level 2) (Level 3) $ $ $ Short-term investments (Note 5): U.S. treasury securities 825,435 — — U.S. agency securities 23,732 — — Cash equivalents U.S. treasury securities 124,856 — — Money market funds 59,884 — — Total 1,033,907 — — Quoted Price in Active Significant Market for Other Significant Identical Observable Unobservable Assets Inputs Inputs As of December 31, 2018 (Level 1) (Level 2) (Level 3) $ $ $ Short-term investments (Note 5): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — |
Research and Development Coll_2
Research and Development Collaborative Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |
Schedule of total collaboration revenue recognized | The table below presents the Company’s net product sales for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 2018 $ $ Product revenue – gross 58,536 23,485 Less: Rebates and sales returns (1,115 ) (235 ) Product revenue – net 57,421 23,250 |
Collaboration | |
Disaggregation of Revenue [Line Items] | |
Schedule of total collaboration revenue recognized | The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 $ $ Reimbursement of research and development costs 18,174 7,555 Research and development service revenue 2,238 1,739 Total 20,412 9,294 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Purchase price allocation | The total cost of the transaction of $38,865 , which includes transaction costs of $211 , was allocated based on the relative fair values of the net assets acquired, as follows: Amount Land use right $ 33,783 Building 15,874 Deferred tax liability (11,221 ) Other 429 Total cost 38,865 |
Restricted Cash and Short-ter_2
Restricted Cash and Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of short-term investments | Short-term investments as of March 31, 2019 consisted of the following available-for-sale debt securities: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) $ $ $ $ U.S. treasury securities 823,079 2,356 — 825,435 U.S. agency securities 23,665 67 — 23,732 Total 846,744 2,423 — 849,167 Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | Property, plant and equipment are recorded at cost and consisted of the following: As of March 31, December 31, 2019 2018 $ $ Laboratory equipment 24,771 22,636 Leasehold improvements 19,466 18,048 Building 15,905 15,857 Manufacturing equipment 16,806 16,048 Office equipment 2,526 2,216 Electronic equipment 1,745 1,229 Computer software 1,331 1,262 Property, plant and equipment, at cost 82,550 77,296 Less accumulated depreciation (23,267 ) (19,722 ) Construction in progress 138,523 99,487 Property, plant and equipment, net 197,806 157,061 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | Other supplemental information related to leases is summarized below: Three months ended March 31, 2019 $ Operating cash flows used in operating leases 2,994 ROU assets obtained in exchange for new operating lease liabilities 3,464 As of March 31, 2019 $ Weighted-average remaining lease term (years) 3 Weighted-average discount rate 8.37 % The components of lease expense were as follows: Three months ended March 31, 2019 $ Operating lease cost 3,393 Variable lease cost 297 Short-term lease cost 133 Total lease cost 3,823 |
Operating Lease Maturity Schedule | Maturities of operating lease liabilities are as follows (2): $ Nine months ending December 31, 2019 8,675 Year ending December 31, 2020 10,583 Year ending December 31, 2021 8,123 Year ending December 31, 2022 4,173 Year ending December 31, 2023 1,445 Thereafter 104 Total lease payments 33,103 Less imputed interest (4,107 ) Present value of lease liabilities 28,996 (2) As of March 31, 2019 , the Company has additional operating leases for office facilities that have not yet commenced of $5,858 . These operating leases will commence during the fiscal year 2019 with lease terms of up to three years . |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: As of March 31, 2019 $ Operating lease right-of-use assets 27,518 Land use rights, net 45,106 Total operating lease right-of-use assets 72,624 Current portion of operating lease liabilities 9,451 Operating lease liabilities 19,545 Total lease liabilities 28,996 |
Schedule of future minimum payments under non-cancelable operating leases | The Company adopted the Lease ASUs effective January 1, 2019 and did not restate prior periods. The undiscounted future minimum payments under non-cancelable operating leases as of December 31, 2018, prior to the adoption of the Lease ASUs was as follows: $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets outstanding | Intangible assets as of March 31, 2019 and December 31, 2018 are summarized as follows: As of March 31, 2019 December 31, 2018 Gross Gross carrying Accumulated Intangible carrying Accumulated Intangible amount amortization assets, net amount amortization assets, net $ $ $ $ $ $ Finite-lived intangible assets: Product distribution rights 7,500 (1,187 ) 6,313 7,500 (1,000 ) 6,500 Trading license 816 (288 ) 528 816 (144 ) 672 Total finite-lived intangible assets 8,316 (1,475 ) 6,841 8,316 (1,144 ) 7,172 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following: As of March 31, December 31, 2019 2018 $ $ Prepaid research and development costs 66,817 58,673 Prepaid taxes 9,078 10,479 Interest receivable 2,580 3,096 Other 11,466 9,694 Total 89,941 81,942 |
Schedule of other non-current assets | Other non-current assets consist of the following: As of March 31, December 31, 2019 2018 $ $ Prepayment of long-term assets 10,035 11,981 Prepayment of facility capacity expansion activities (1) 25,809 25,193 Prepaid VAT 19,768 14,671 Rental deposits and other 2,993 1,823 Total 58,605 53,668 (1) Represents a payment for a facility expansion under a commercial supply agreement. The payment will be credited back to the Company through credits on supply purchases over the life of the supply agreement. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following: As of March 31, December 31, 2019 2018 $ $ Compensation related 18,540 35,887 External research and development activities related 46,889 34,588 Commercial activities 9,437 10,433 Individual income tax and other taxes 8,626 8,030 Sales rebates and returns related 3,366 4,749 Professional fees and other 3,879 6,727 Total 90,737 100,414 |
Schedule of other long-term liabilities | Other long-term liabilities consist of the following: As of March 31, December 31, 2019 2018 $ $ Deferred government grant income 38,776 37,851 Other 196 1,080 Total 38,972 38,931 |
Product Revenue (Tables)
Product Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net product sales | The table below presents the Company’s net product sales for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 2018 $ $ Product revenue – gross 58,536 23,485 Less: Rebates and sales returns (1,115 ) (235 ) Product revenue – net 57,421 23,250 |
Schedule of accrued sales rebates and returns | The following table presents the roll-forward of accrued sales rebates and returns for the three months ended March 31, 2019 : Sales Rebates and Returns $ Balance as of December 31, 2018 4,749 Accrual 1,115 Payments (2,498 ) Balance as of March 31, 2019 3,366 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of the calculation of basic and diluted net (loss) income per ordinary share | Loss per share was calculated as follows: Three Months Ended March 31, 2019 2018 (in thousands, except share and per share data) Numerator: Net loss attributable to BeiGene, Ltd. $ (167,640 ) $ (104,596 ) Denominator: Weighted average shares outstanding, basic and diluted 774,750,255 670,510,605 Net loss per share attributable to BeiGene, Ltd., basic and diluted $ (0.22 ) $ (0.16 ) |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of total compensation cost recognized | The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 $ $ Research and development 15,771 12,052 Selling, general and administrative 10,621 5,344 Total 26,392 17,396 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income | The movement of accumulated other comprehensive income was as follows: Unrealized Foreign Currency Gains on Translation Available-for-Sale Adjustments Securities Total $ $ $ Balance as of December 31, 2018 (212 ) 1,738 1,526 Other comprehensive income before reclassifications 3,861 1,495 5,356 Amounts reclassified from accumulated other comprehensive income — (810 ) (810 ) Net-current period other comprehensive income 3,861 685 4,546 Balance as of March 31, 2019 3,649 2,423 6,072 |
Segment and geographic inform_2
Segment and geographic information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of net product revenues by geographic area | Total net revenues by geographic area are presented as follows: Three Months Ended March 31, 2019 2018 $ $ PRC 57,421 23,250 United States 13,268 6,041 Other 7,144 3,253 Total 77,833 32,544 |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies - Narratives (Details) - USD ($) $ in Thousands | Aug. 08, 2018 | Jan. 22, 2018 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization | ||||||
Present value of lease liabilities | $ 28,996 | |||||
Operating lease right-of-use assets | 72,624 | $ 71,036 | ||||
Prepaid expenses and other current assets | 89,941 | 81,671 | $ 81,942 | |||
Land use right, net | $ 45,058 | |||||
Land use rights, net | ||||||
Organization | ||||||
Operating lease right-of-use assets | $ 45,106 | |||||
Land use rights, net | Manufacturing facility in Guangzhou | ||||||
Organization | ||||||
Lease term | 48 years | 36 years | 50 years | |||
Building | ||||||
Organization | ||||||
Operating lease right-of-use assets | $ 27,518 | |||||
Lease term | 5 years | |||||
ASU 2016-02 | ||||||
Organization | ||||||
Present value of lease liabilities | 27,446 | |||||
Operating lease right-of-use assets | 71,036 | |||||
Deferred rent | (1,739) | |||||
Prepaid expenses and other current assets | (271) | |||||
Land use right, net | (45,058) | |||||
ASU 2016-02 | Non- land use rights | ||||||
Organization | ||||||
Operating lease right-of-use assets | $ 25,978 | |||||
Follow-on public offering | ||||||
Organization | ||||||
Net proceeds | $ 869,709 | $ 757,587 |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies - Recent Accounting Pronouncements - Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Prepaid expenses and other current assets | $ 89,941 | $ 81,671 | $ 81,942 |
Land use right, net | 45,058 | ||
Operating lease right-of-use assets | 72,624 | 71,036 | |
Liabilities: | |||
Accrued expenses and other payables | 90,737 | 99,526 | 100,414 |
Current portion of operating lease liabilities | 9,451 | 8,684 | |
Operating lease liabilities | 19,545 | 18,762 | |
Other long-term liabilities | $ 38,972 | 38,080 | $ 38,931 |
ASU 2016-02 | |||
Assets | |||
Prepaid expenses and other current assets | (271) | ||
Land use right, net | (45,058) | ||
Operating lease right-of-use assets | 71,036 | ||
Liabilities: | |||
Accrued expenses and other payables | (888) | ||
Current portion of operating lease liabilities | 8,684 | ||
Operating lease liabilities | 18,762 | ||
Other long-term liabilities | $ (851) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
U.S. treasury securities | ||
Assets: | ||
Available-for-sale securities | $ 825,435,000 | $ 1,068,509,000 |
U.S. agency securities | ||
Assets: | ||
Available-for-sale securities | 23,732,000 | |
Recurring basis | ||
Liabilities: | ||
Liabilities measured and recorded at fair value | 0 | 0 |
Recurring basis | (Level 1) | ||
Assets: | ||
Total | 1,033,907,000 | 1,228,319,000 |
Recurring basis | (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 59,884,000 | 159,810,000 |
Recurring basis | (Level 1) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale securities | 825,435,000 | 1,068,509,000 |
Cash equivalents | 124,856,000 | |
Recurring basis | (Level 1) | U.S. agency securities | ||
Assets: | ||
Available-for-sale securities | 23,732,000 | |
Recurring basis | (Level 2) | ||
Assets: | ||
Total | 0 | 0 |
Recurring basis | (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Recurring basis | (Level 2) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Cash equivalents | 0 | |
Recurring basis | (Level 2) | U.S. agency securities | ||
Assets: | ||
Available-for-sale securities | 0 | |
Recurring basis | (Level 3) | ||
Assets: | ||
Total | 0 | 0 |
Recurring basis | (Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Recurring basis | (Level 3) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale securities | 0 | $ 0 |
Cash equivalents | 0 | |
Recurring basis | (Level 3) | U.S. agency securities | ||
Assets: | ||
Available-for-sale securities | $ 0 |
Research and Development Coll_3
Research and Development Collaborative Arrangements - Tabular Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Collaboration | ||
Revenues | ||
Revenue | $ 20,412 | $ 9,294 |
Reimbursement of research and development costs | ||
Revenues | ||
Revenue | 18,174 | 7,555 |
Research and development service revenue | ||
Revenues | ||
Revenue | $ 2,238 | $ 1,739 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - BeiGene Pharmaceuticals (Guangzhou) Co., Limited (Details) - BeiGene Guangzhou - BeiGene Pharmaceuticals (Guangzhou) Co., Limited $ in Thousands | Sep. 21, 2018USD ($) |
Business Acquisition | |
Voting interest acquired from asset acquisition (percent) | 100.00% |
Transaction costs | $ 59 |
Finite-lived intangible asset acquired | 816 |
Deferred tax liability | 204 |
Trading license | |
Business Acquisition | |
Payments to acquire intangible assets | $ 612 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Beijing Innerway Bio-tech Co., Ltd (Details) - Beigene HK - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Business Combination | |
Voting interest acquired from asset acquisition (percent) | 100.00% |
Cash paid to acquire business | $ 38,654 |
Transaction costs | 211 |
Total cost | $ 38,865 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Asset Acquisition (Details) - Beigene HK - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Purchase Price Allocation | |
Land use right | $ 33,783 |
Building | 15,874 |
Deferred tax liability | (11,221) |
Other | 429 |
Total cost | $ 38,865 |
Restricted Cash and Short-ter_3
Restricted Cash and Short-term Investments - Restricted Cash (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Subsidiaries | BeiGene Guangzhou Biologics Manufacturing Co., Ltd. (BeiGene Guangzhou Factory) | |
Restricted Cash | |
Restricted cash | $ 23,891 |
Restricted Cash and Short-ter_4
Restricted Cash and Short-term Investments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Short-term investments | ||
Short-term investments, amortized cost | $ 846,744 | $ 1,066,770 |
Short-term investments, gross unrealized gains | 2,423 | 1,802 |
Short-term investments, gross unrealized losses | 0 | 63 |
Short-term investments | 849,167 | 1,068,509 |
U.S. treasury securities | ||
Short-term investments | ||
Available-for-sale securities, amortized cost | 823,079 | 1,066,770 |
Available-for-sale securities, gross unrealized gains | 2,356 | 1,802 |
Available-for-sale securities. gross unrealized losses | 0 | 63 |
Available-for-sale securities | 825,435 | $ 1,068,509 |
U.S. agency securities | ||
Short-term investments | ||
Available-for-sale securities, amortized cost | 23,665 | |
Available-for-sale securities, gross unrealized gains | 67 | |
Available-for-sale securities. gross unrealized losses | 0 | |
Available-for-sale securities | $ 23,732 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 13,140 | $ 16,242 |
Property and Equipment - Tabula
Property and Equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property, plant and equipment, at cost | $ 82,550 | $ 77,296 |
Less accumulated depreciation | (23,267) | (19,722) |
Property, plant and equipment, net | 197,806 | 157,061 |
Laboratory equipment | ||
Property and equipment | ||
Property, plant and equipment, at cost | 24,771 | 22,636 |
Leasehold improvements | ||
Property and equipment | ||
Property, plant and equipment, at cost | 19,466 | 18,048 |
Building | ||
Property and equipment | ||
Property, plant and equipment, at cost | 15,905 | 15,857 |
Manufacturing equipment | ||
Property and equipment | ||
Property, plant and equipment, at cost | 16,806 | 16,048 |
Office equipment | ||
Property and equipment | ||
Property, plant and equipment, at cost | 2,526 | 2,216 |
Electronic equipment | ||
Property and equipment | ||
Property, plant and equipment, at cost | 1,745 | 1,229 |
Computer software | ||
Property and equipment | ||
Property, plant and equipment, at cost | 1,331 | 1,262 |
Construction in progress | ||
Property and equipment | ||
Property, plant and equipment, at cost | $ 138,523 | $ 99,487 |
Property and Equipment - Constr
Property and Equipment - Construction in Progress (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property, plant and equipment, at cost | $ 82,550 | $ 77,296 |
Construction in progress | ||
Property and equipment | ||
Property, plant and equipment, at cost | $ 138,523 | $ 99,487 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property and equipment | ||
Depreciation expense | $ 3,085 | $ 1,984 |
Manufacturing Facility in Gua_2
Manufacturing Facility in Guangzhou (Details) ¥ in Thousands, $ in Thousands | May 04, 2017CNY (¥) | Apr. 14, 2017CNY (¥) | Apr. 13, 2017CNY (¥) | Mar. 07, 2017CNY (¥)asset | Mar. 31, 2019USD ($) | Dec. 31, 2017 | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($) |
Organization | ||||||||
Cash and cash equivalents | $ | $ 764,492 | $ 712,937 | $ 490,634 | |||||
Shareholder Loan | Convertible Debt | Investor | ||||||||
Organization | ||||||||
Face amount | ¥ 900,000 | |||||||
Shareholder loan | ¥ 900,000 | |||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | ||||||||
Organization | ||||||||
Ownership percentage immediately after transaction (as a percent) | 95.00% | |||||||
BeiGene (Hong Kong) Co., Limited.(“BeiGene HK”) | ||||||||
Organization | ||||||||
Cash capital contribution, agreed amount | ¥ 200,000 | |||||||
Minimum number of biologics assets to be contributed | asset | 1 | |||||||
Cash capital contribution | ¥ 2,415 | ¥ 137,830 | ||||||
BeiGene (Hong Kong) Co., Limited.(“BeiGene HK”) | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | ||||||||
Organization | ||||||||
Ownership percentage immediately after transaction (as a percent) | 95.00% | |||||||
BeiGene (Hong Kong) Co., Limited.(“BeiGene HK”) | BeiGene (Shanghai) Co., Ltd. (“BeiGene (Shanghai)”) | ||||||||
Organization | ||||||||
Ownership percentage immediately after transaction (as a percent) | 95.00% | |||||||
Ownership percentage immediately after transaction (as a percent) | 100.00% | |||||||
GET | ||||||||
Organization | ||||||||
Cash capital contribution, agreed amount | ¥ 100,000 | |||||||
Capital contribution from noncontrolling interest | 100,000 | |||||||
GET | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | ||||||||
Organization | ||||||||
Ownership percentage immediately after transaction (as a percent) | 5.00% | |||||||
Minority interest in investment (as a percent) | 5.00% | |||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | ||||||||
Organization | ||||||||
Cash and cash equivalents | $ | $ 143,320 | |||||||
Restricted cash | $ | $ 23,891 | |||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | Shareholder Loan | Convertible Debt | Investor | ||||||||
Organization | ||||||||
Face amount | ¥ 900,000 | |||||||
Shareholder loan | ¥ 900,000 |
Leases - Narratives (Details)
Leases - Narratives (Details) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Building | |||
Lessee, Lease | |||
Lease term | 5 years | ||
Land use rights, net | Manufacturing facility in Guangzhou | |||
Lessee, Lease | |||
Lease term | 48 years | 36 years | 50 years |
Land use rights, net | Office facility in Changping | |||
Lessee, Lease | |||
Lease term | 35 years |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,393 | |
Variable lease cost | 297 | |
Short-term lease cost | 133 | |
Total lease cost | $ 3,823 | |
Operating lease expense | $ 1,653 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease | ||
Operating lease right-of-use assets | $ 72,624 | $ 71,036 |
Current portion of operating lease liabilities | 9,451 | 8,684 |
Operating lease liabilities | 19,545 | $ 18,762 |
Total lease liabilities | 28,996 | |
Operating lease right-of-use assets | ||
Lessee, Lease | ||
Operating lease right-of-use assets | 27,518 | |
Land use rights, net | ||
Lessee, Lease | ||
Operating lease right-of-use assets | $ 45,106 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Schedule (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Nine months ending December 31, 2019 | $ 8,675 |
Year ending December 31, 2020 | 10,583 |
Year ending December 31, 2021 | 8,123 |
Year ending December 31, 2022 | 4,173 |
Year ending December 31, 2023 | 1,445 |
Thereafter | 104 |
Total lease payments | 33,103 |
Less imputed interest | (4,107) |
Present value of lease liabilities | 28,996 |
Operating leases for office facilities that have not yet commenced | $ 5,858 |
Operating leases for office facilities that have not yet commenced (term) | 3 years |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows used in operating leases | $ 2,994 |
ROU assets obtained in exchange for new operating lease liabilities | 3 years |
Weighted-average remaining lease term (years) | 8.37% |
Weighted-average discount rate | $ 3,464 |
Leases - Schedule of Non-cancel
Leases - Schedule of Non-cancelable Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 10,752 |
2020 | 9,972 |
2021 | 7,805 |
2022 | 3,923 |
2023 and thereafter | 1,357 |
Total | $ 33,809 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible assets | ||
Gross carrying amount | $ 8,316 | $ 8,316 |
Accumulated amortization | (1,475) | (1,144) |
Intangible assets, net | 6,841 | 7,172 |
Product distribution rights | ||
Intangible assets | ||
Gross carrying amount | 7,500 | 7,500 |
Accumulated amortization | (1,187) | (1,000) |
Intangible assets, net | 6,313 | 6,500 |
Trading license | ||
Intangible assets | ||
Gross carrying amount | 816 | 816 |
Accumulated amortization | (288) | (144) |
Intangible assets, net | $ 528 | $ 672 |
Intangible Assets - Useful Life
Intangible Assets - Useful Life (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Product distribution rights | |
Other intangible assets | |
Useful life | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible assets | ||
Amortization expense | $ 331 | $ 188 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Expected amortization expense | |
Remainder of 2019 | $ 995 |
2020 | 846 |
2021 | 750 |
2022 | 750 |
2023 | 750 |
2024 and thereafter | $ 2,750 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income taxes | ||
Income tax (expense) benefit | $ 519 | $ (3,412) |
Unrecognized tax benefits | 2,559 | |
Increase in uncertain tax position | $ 264 | |
Minimum | China | ||
Income taxes | ||
Open tax year | 2013 | |
Minimum | Federal taxes | ||
Income taxes | ||
Open tax year | 2015 | |
Minimum | Various U.S and Non U.S Taxing Authorities | ||
Income taxes | ||
Open tax year | 2010 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets: | |||
Prepaid research and development costs | $ 66,817 | $ 58,673 | |
Prepaid taxes | 9,078 | 10,479 | |
Interest receivable | 2,580 | 3,096 | |
Other | 11,466 | 9,694 | |
Total | $ 89,941 | $ 81,671 | $ 81,942 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Other non-current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other non-current assets: | ||
Prepayment of long-term assets | $ 10,035 | $ 11,981 |
Prepayment of facility capacity expansion activities | 25,809 | 25,193 |
Prepaid VAT | 19,768 | 14,671 |
Rental deposits and other | 2,993 | 1,823 |
Total | $ 58,605 | $ 53,668 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Accrued expenses and other payables (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accrued expenses and other payables | |||
Compensation related | $ 18,540 | $ 35,887 | |
External research and development activities related | 46,889 | 34,588 | |
Commercial activities | 9,437 | 10,433 | |
Individual income tax and other taxes | 8,626 | 8,030 | |
Sales rebates and returns related | 3,366 | 4,749 | |
Professional fees and other | 3,879 | 6,727 | |
Total | $ 90,737 | $ 99,526 | $ 100,414 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Other long-term liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Other long-term liabilities | |||
Deferred government grant income | $ 38,776 | $ 37,851 | |
Other | 196 | 1,080 | |
Total | $ 38,972 | $ 38,080 | $ 38,931 |
Long-term Bank Loans (Details)
Long-term Bank Loans (Details) | Apr. 04, 2018CNY (¥) | Sep. 30, 2018USD ($) | Sep. 30, 2018CNY (¥) | Mar. 31, 2019USD ($) | Mar. 31, 2019CNY (¥) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019CNY (¥) | Mar. 31, 2019CNY (¥) | Sep. 02, 2015CNY (¥) |
Long-term bank loan | ||||||||||
Proceeds from long-term loan | $ 36,695,000 | $ 0 | ||||||||
Loans Payable | Long-term Bank Loan, September 2, 2015 | ||||||||||
Long-term bank loan | ||||||||||
Face amount | ¥ | ¥ 120,000,000 | |||||||||
Fixed annual interest rate (as a percent) | 7.00% | |||||||||
Loan security | 13,500,000 | $ 13,500,000 | ||||||||
Repayment of long-term loan | $ 8,736,000 | ¥ 60,000,000 | ||||||||
Loan amount repayable on September 30, 2019 | 8,940,000 | 8,940,000 | ¥ 60,000,000 | |||||||
Loans Payable | Long Term Bank Loan April 4, 2018 | ||||||||||
Long-term bank loan | ||||||||||
Face amount | ¥ | ¥ 580,000,000 | |||||||||
Debt instrument term (in years) | 9 years | |||||||||
Proceeds from long-term loan | $ 36,695,000 | ¥ 240,000,000 | 77,480,000 | ¥ 520,000,000 | ||||||
Interest rate (as a percent) | 4.90% | 4.90% | ||||||||
Unused long-term credit availability | $ 8,940,000 | $ 8,940,000 | ||||||||
Interest expense | 941,000 | 331,000 | ||||||||
Interest capitalized | $ 641,000 | $ 0 |
Shareholder Loan (Details)
Shareholder Loan (Details) - Shareholder Loan - Investor - Convertible Debt ¥ in Thousands, $ in Thousands | Apr. 14, 2017CNY (¥) | Mar. 07, 2017CNY (¥) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Shareholder Loan | ||||
Face amount | ¥ | ¥ 900,000 | |||
Shareholder loan | ¥ | ¥ 900,000 | |||
Shareholder loan interest rate (as a percent) | 8.00% | |||
Debt instrument term (in years) | 72 months | |||
Interest expense incurred due to a related party | $ | $ 2,645 | $ 3,280 | ||
Interest capitalized | $ | $ 788 | $ 815 |
Product Revenue - Product Sales
Product Revenue - Product Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Product revenue – net | $ 77,833 | $ 32,544 |
Product | ||
Revenues | ||
Product revenue – gross | 58,536 | 23,485 |
Less: Rebates and sales returns | (1,115) | (235) |
Product revenue – net | $ 57,421 | $ 23,250 |
Product Revenue - Accrued Sales
Product Revenue - Accrued Sales Rebates and Returns (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accrued Sales Rebates and Returns | |
December 31, 2018 | $ 4,749 |
March 31, 2019 | 3,366 |
Product | |
Accrued Sales Rebates and Returns | |
December 31, 2018 | 4,749 |
Accrual | 1,115 |
Payments | (2,498) |
March 31, 2019 | $ 3,366 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss attributable to BeiGene, Ltd. | $ (167,640) | $ (104,596) |
Denominator: | ||
Weighted-average shares outstanding, basic and diluted (shares) | 774,750,255 | 670,510,605 |
Net loss per share attributable to BeiGene, Ltd., basic and diluted (in dollars per share) | $ (0.22) | $ (0.16) |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Share Options and Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2019 | Jun. 06, 2018 | Dec. 31, 2018 | Mar. 31, 2019 | Jan. 14, 2016 |
2016 Plan | |||||
Share-based compensation | |||||
Number of shares reserved and available for issuance (in shares) | 65,029,595 | ||||
Automatic annual increase in shares reserved and available for issuance as a percentage to outstanding number of shares (as a percent) | 5.00% | ||||
Increase in ordinary shares authorized (in shares) | 38,553,159 | ||||
2016 Plan | Share options | |||||
Share-based compensation | |||||
Granted (in shares) | 590,967 | ||||
Number of options outstanding (in shares) | 80,307,682 | ||||
2016 Plan | Restricted Share Units (RSUs) | |||||
Share-based compensation | |||||
Granted (in shares) | 2,266,550 | ||||
Number of options outstanding (in shares) | 12,078,638 | ||||
2011 Plan | |||||
Share-based compensation | |||||
Shares cancelled or forfeited (in shares) | 5,144,371 | ||||
2018 Plan | |||||
Share-based compensation | |||||
Number of shares reserved and available for issuance (in shares) | 12,000,000 | ||||
2018 Plan | Share options | |||||
Share-based compensation | |||||
Number of options outstanding (in shares) | 79,404 | ||||
2018 Plan | Restricted Share Units (RSUs) | |||||
Share-based compensation | |||||
Number of options outstanding (in shares) | 3,542,773 | ||||
ESPP | |||||
Share-based compensation | |||||
Number of shares reserved and available for issuance (in shares) | 3,500,000 | 7,355,315 | |||
Increase in ordinary shares authorized (in shares) | 3,855,315 | ||||
Discount on purchase price of common stock (as a percent) | 15.00% | ||||
Maximum percentage of eligible earnings as after-tax withholdings to purchase ordinary shares (as a percent) | 10.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 154,505 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period, Value | $ 1,385 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period American Depository Shares Exercise Price | $ 116.49 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period Exercise Price | 8.96 | ||||
Share price, ADS (in dollars per share) | 137.05 | ||||
Share price (in dollars per share) | $ 10.54 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based compensation | ||
Compensation expense | $ 26,392 | $ 17,396 |
Research and development | ||
Share-based compensation | ||
Compensation expense | 15,771 | 12,052 |
Selling, general and administrative | ||
Share-based compensation | ||
Compensation expense | $ 10,621 | $ 5,344 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Movement in accumulated other comprehensive loss | |
Balance at the beginning of period | $ 1,753,647 |
Balance at the end of period | 1,622,679 |
Accumulated Other Comprehensive Income | |
Movement in accumulated other comprehensive loss | |
Balance at the beginning of period | 1,526 |
Other comprehensive income before reclassifications | 5,356 |
Amounts reclassified from accumulated other comprehensive income | (810) |
Other comprehensive income, net of tax of nil | 4,546 |
Balance at the end of period | 6,072 |
Foreign Currency Translation Adjustments | |
Movement in accumulated other comprehensive loss | |
Balance at the beginning of period | (212) |
Other comprehensive income before reclassifications | 3,861 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Other comprehensive income, net of tax of nil | 3,861 |
Balance at the end of period | 3,649 |
Unrealized Gain on available-for-Sale Securities | |
Movement in accumulated other comprehensive loss | |
Balance at the beginning of period | 1,738 |
Other comprehensive income before reclassifications | 1,495 |
Amounts reclassified from accumulated other comprehensive income | (810) |
Other comprehensive income, net of tax of nil | 685 |
Balance at the end of period | $ 2,423 |
Shareholders_ Equity - Follow-o
Shareholders’ Equity - Follow-on public offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2018 | Jan. 22, 2018 | Mar. 31, 2018 |
Follow-on public offering | |||
Shareholders' equity | |||
Share price (in dollars per share) | $ 7.77 | ||
Share price, ADS (in dollars per share) | $ 101 | ||
Shares issued (in shares) | 96,534,750 | ||
Net proceeds | $ 869,709 | $ 757,587 | |
Number of new stock issued during the period, American Depository Shares. | 7,425,750 | ||
Follow-on public offering | Ordinary Shares | |||
Shareholders' equity | |||
Share price (in dollars per share) | $ 13.76 | ||
Share price, ADS (in dollars per share) | $ 178.90 | ||
Shares issued (in shares) | 65,600,000 | 102,970,400 | |
Net proceeds | $ 869,709 | ||
Over-Allotment Option | |||
Shareholders' equity | |||
Shares issued (in shares) | 6,435,650 | ||
Number of new stock issued during the period, American Depository Shares. | 495,050 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Segment Reporting Information | |||
Minimum required statutory reserve of annual after-tax profit (as a percent) | 10.00% | ||
Required statutory reserve as a percentage of registered capital (as a percent) | 50.00% | ||
Appropriation to statutory reserves | $ 0 | $ 0 | |
China | |||
Segment Reporting Information | |||
Restricted net assets | $ 105,688,000 | $ 93,281,000 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase and Capital Commitments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Inventories | |
Purchase and Capital commitments | |
Purchase commitments | $ 56,135 |
Capital Addition Purchase Commitments | |
Purchase and Capital commitments | |
Purchase commitments | $ 26,647 |
Segment and geographic inform_3
Segment and geographic information - General Information (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment information | |
Number of operating segments | 1 |
Segment and geographic inform_4
Segment and geographic information - Tabular Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net product revenues by geographic area | ||
Revenues | $ 77,833 | $ 32,544 |
PRC | ||
Net product revenues by geographic area | ||
Revenues | 57,421 | 23,250 |
United States | ||
Net product revenues by geographic area | ||
Revenues | 13,268 | 6,041 |
Other | ||
Net product revenues by geographic area | ||
Revenues | $ 7,144 | $ 3,253 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Thousands | Apr. 09, 2019USD ($) |
Subsequent Event | BioAtla LLC | |
Subsequent Event | |
Upfront payments for collaboration | $ 20,000 |
Uncategorized Items - bgne-2019
Label | Element | Value |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 681,940,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (2,291,000) |
Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 667,143,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (2,666,000) |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 59,000 |
Common Stock, Shares, Outstanding | us-gaap_CommonStockSharesOutstanding | 592,072,330 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ (333,446,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (2,929,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 1,000,747,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 14,797,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 375,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (217,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 263,000 |