Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BeiGene, Ltd. | ||
Entity Central Index Key | 1,651,308 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 4.6 | ||
Entity Common Stock, Shares Outstanding | 776,113,184 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 712,937 | $ 239,602 |
Short-term restricted cash | 14,544 | 0 |
Short-term investments | 1,068,509 | 597,914 |
Accounts receivable | 41,056 | 29,428 |
Unbilled receivable | 8,612 | 0 |
Inventories | 16,242 | 10,930 |
Prepaid expenses and other current assets | 81,942 | 35,623 |
Total current assets | 1,943,842 | 913,497 |
Long-term restricted cash | 13,232 | 0 |
Property and equipment, net | 157,061 | 62,568 |
Land use right, net | 45,058 | 12,465 |
Intangible assets, net | 7,172 | 7,250 |
Goodwill | 109 | 109 |
Deferred tax assets | 29,542 | 7,675 |
Other non-current assets | 53,668 | 42,915 |
Total non-current assets | 305,842 | 132,982 |
Total assets | 2,249,684 | 1,046,479 |
Current liabilities: | ||
Accounts payable | 113,283 | 69,779 |
Accrued expenses and other payables | 100,414 | 49,598 |
Deferred revenue, current portion | 18,140 | 12,233 |
Tax payable | 5,888 | 9,156 |
Current portion of long-term bank loan | 8,727 | 9,222 |
Total current liabilities | 246,452 | 149,988 |
Non-current liabilities: | ||
Long-term bank loan | 40,785 | 9,222 |
Shareholder loan | 148,888 | 146,271 |
Deferred revenue, non-current portion | 9,842 | 24,808 |
Deferred tax liabilities | 11,139 | 0 |
Other long-term liabilities | 38,931 | 31,959 |
Total non-current liabilities | 249,585 | 212,260 |
Total liabilities | 496,037 | 362,248 |
Commitments and contingencies | ||
Equity: | ||
Ordinary shares, $0.0001 par value per share; 9,500,000,000 shares authorized; 776,263,184 and 592,072,330 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 77 | 59 |
Additional paid-in capital | 2,744,814 | 1,000,747 |
Accumulated other comprehensive income (loss) | 1,526 | (480) |
Accumulated deficit | (1,007,215) | (330,517) |
Total BeiGene, Ltd. shareholders’ equity | 1,739,202 | 669,809 |
Noncontrolling interest | 14,445 | 14,422 |
Total equity | 1,753,647 | 684,231 |
Total liabilities and equity | $ 2,249,684 | $ 1,046,479 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 776,263,184 | 592,072,330 |
Ordinary shares, shares outstanding | 776,263,184 | 592,072,330 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||
Total revenues | $ 198,220,000 | $ 238,387,000 | $ 1,070,000 |
Expenses | |||
Cost of sales - product | (28,705,000) | (4,974,000) | 0 |
Research and development | (679,005,000) | (269,018,000) | (98,033,000) |
Selling, general and administrative | (195,385,000) | (62,602,000) | (20,097,000) |
Amortization of intangible assets | (894,000) | (250,000) | 0 |
Total expenses | (903,989,000) | (336,844,000) | (118,130,000) |
Loss from operations | (705,769,000) | (98,457,000) | (117,060,000) |
Interest income (expense), net | 13,947,000 | (4,108,000) | 383,000 |
Changes in fair value of financial instruments | 0 | 0 | (1,514,000) |
Other income (expense), net | 1,993,000 | 11,501,000 | (972,000) |
Loss before income tax expense | (689,829,000) | (91,064,000) | (119,163,000) |
Income tax benefit (expense) | 15,796,000 | (2,235,000) | (54,000) |
Net loss | (674,033,000) | (93,299,000) | (119,217,000) |
Less: net loss attributable to noncontrolling interests | 264,000 | 194,000 | 0 |
Net loss attributable to BeiGene, Ltd. | $ (673,769,000) | $ (93,105,000) | $ (119,217,000) |
Net loss per share attributable to BeiGene, Ltd., basic and diluted basic and diluted (in dollars per share) | $ (0.93) | $ (0.17) | $ (0.30) |
Weighted-average shares outstanding, basic and diluted (in shares) | 720,753,819 | 543,185,460 | 403,619,446 |
Net loss per American Depositary Share (“ADS”), basic and diluted basic and diluted (in dollars per share) | $ (12.15) | $ (2.23) | $ (3.84) |
Weighted-average ADSs outstanding, basic and diluted (in shares) | 55,442,601 | 41,783,497 | 31,047,650 |
Product revenue, net | |||
Revenue | |||
Total revenues | $ 130,885,000 | $ 24,428,000 | $ 0 |
Collaboration revenue | |||
Revenue | |||
Total revenues | $ 67,335,000 | $ 213,959,000 | $ 1,070,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (674,033) | $ (93,299) | $ (119,217) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation adjustments | (478) | 851 | (245) |
Unrealized holding gain (loss), net | 2,133 | (296) | 1,108 |
Comprehensive loss | (672,378) | (92,744) | (118,354) |
Less: comprehensive loss attributable to noncontrolling interests | (352) | (105) | 0 |
Comprehensive loss attributable to BeiGene, Ltd. | $ (672,026) | $ (92,639) | $ (118,354) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (674,033) | $ (93,299) | $ (119,217) |
Depreciation and amortization expense | |||
Depreciation and amortization expense | 10,388 | 4,758 | 1,909 |
Share-based compensation expenses | 87,127 | 42,863 | 10,625 |
Acquired in-process research and development | 70,000 | 0 | 0 |
Changes in fair value of financial instruments | 0 | 0 | 1,514 |
Loss on disposal of property and equipment | 126 | 85 | 0 |
Non-cash interest expense | 7,820 | 7,035 | 121 |
Deferred income tax benefits | (21,949) | (5,845) | (768) |
Disposal (gain) loss on available-for-sale securities | (1,948) | (44) | 1,415 |
Non-cash amortization of bond discount | (8,034) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (11,628) | (29,428) | 0 |
Unbilled receivable | 7,695 | 0 | 0 |
Inventories | (5,312) | (10,930) | 0 |
Prepaid expenses and other current assets | (46,302) | (28,880) | (2,070) |
Other non-current assets | (40,228) | (29,701) | 112 |
Accounts payable | 23,470 | 55,298 | 2,707 |
Accrued expenses and other payables | 50,543 | 24,978 | 13,946 |
Tax payable | (3,355) | 7,426 | 804 |
Deferred revenue | (9,059) | 37,041 | (1,070) |
Other long-term liabilities | 16,962 | 31,395 | 459 |
Net cash (used in) provided by operating activities | (547,717) | 12,752 | (89,513) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (70,283) | (46,374) | (23,502) |
Purchase of intangible assets | (553) | 0 | 0 |
Payment for asset acquisition, net of cash acquired | (38,298) | 0 | 0 |
Payment for the acquisition of land use right | 0 | (12,354) | 0 |
Cash acquired in business combination, net of cash paid | 0 | 19,916 | 0 |
Purchases of investments | (2,635,686) | (741,296) | (382,093) |
Proceeds from sale or maturity of available-for-sale securities | 2,177,207 | 423,789 | 183,743 |
Purchase of in-process research and development | (70,000) | 0 | 0 |
Proceeds from disposal of property and equipment | 0 | 0 | 4 |
Net cash used in investing activities | (637,613) | (356,319) | (221,848) |
Cash flows from financing activities: | |||
Proceeds from public offering, net of underwriter discount | 758,001 | 189,191 | 368,877 |
Payment of public offering cost | (414) | (674) | (2,218) |
Proceeds from public offering and HK IPO, net of underwriter discount | 875,368 | 0 | 0 |
Payment of public offering and HK IPO costs | (5,659) | 0 | 0 |
Proceeds from sale of ordinary shares, net of cost | 0 | 149,928 | 0 |
Proceeds from long-term loan | 42,315 | 0 | 12,048 |
Repayment of long-term loan | (8,736) | 0 | 0 |
Proceeds from short-term loan | 0 | 2,470 | 0 |
Repayment of short-term loan | 0 | (2,470) | 0 |
Capital contribution from noncontrolling interest | 0 | 14,527 | 0 |
Proceeds from shareholder loan | 0 | 132,757 | 0 |
Proceeds from exercise of warrants and rental deferral option | 0 | 0 | 2,115 |
Proceeds from option exercises | 29,662 | 4,627 | 80 |
Net cash provided by financing activities | 1,690,537 | 490,356 | 380,902 |
Effect of foreign exchange rate changes, net | (4,096) | 5,299 | 104 |
Net increase in cash, cash equivalents, and restricted cash | 501,111 | 152,088 | 69,645 |
Cash, cash equivalents, and restricted cash, beginning of year | 239,602 | 87,514 | 17,869 |
Cash, cash equivalents, and restricted cash, end of year | 740,713 | 239,602 | 87,514 |
Supplemental cash flow disclosures: | |||
Cash and cash equivalents | 712,937 | 239,602 | 87,514 |
Short-term restricted cash | 14,544 | 0 | 0 |
Long-term restricted cash | 13,232 | 0 | 0 |
Income taxes paid | 12,361 | 29,286 | 25 |
Interest paid | 2,209 | 1,260 | 826 |
Non-cash activities: | |||
Discount provided on sale of ordinary shares for business combination | 0 | 23,606 | 0 |
Conversion of senior promissory note | 0 | 0 | 14,693 |
Conversion of deferred rental | 0 | 0 | 980 |
Conversion of convertible preferred shares | 0 | 0 | 176,084 |
Exercise of warrants and option | 0 | 0 | 3,687 |
Follow-on public offering costs accrued in accounts payable | 0 | 0 | 269 |
Acquisitions of equipment included in accounts payable | 22,105 | 2,215 | 2,153 |
Purchase of in-process research and development included in accounts payable | 19,000 | 0 | 0 |
Changes in operating assets and liabilities adjusted through accumulated deficit | $ 2,291 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Baker Bros | Initial public offering | Follow-on public offering | Conversion of Senior Promissory Note | Conversion of preferred shares to ordinary shares | Secondary follow-on offering | HK IPO | Total | TotalBaker Bros | TotalInitial public offering | TotalFollow-on public offering | TotalConversion of Senior Promissory Note | TotalConversion of preferred shares to ordinary shares | TotalSecondary follow-on offering | TotalHK IPO | Ordinary Shares | Ordinary SharesBaker Bros | Ordinary SharesInitial public offering | Ordinary SharesFollow-on public offering | Ordinary SharesConversion of Senior Promissory Note | Ordinary SharesConversion of preferred shares to ordinary shares | Ordinary SharesSecondary follow-on offering | Ordinary SharesHK IPO | Additional Paid-In Capital | Additional Paid-In CapitalBaker Bros | Additional Paid-In CapitalInitial public offering | Additional Paid-In CapitalFollow-on public offering | Additional Paid-In CapitalConversion of Senior Promissory Note | Additional Paid-In CapitalConversion of preferred shares to ordinary shares | Additional Paid-In CapitalSecondary follow-on offering | Additional Paid-In CapitalHK IPO | Accumulated OCI | Accumulated Deficit | Non- Controlling Interests |
Balance at the beginning of period at Dec. 31, 2015 | $ (101,765) | $ (101,765) | $ 12 | $ 18,227 | $ (1,809) | $ (118,195) | |||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2015 | 116,174,094 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | $ 166,137 | $ 198,626 | $ 166,137 | $ 198,626 | $ 10 | $ 9 | $ 166,127 | $ 198,617 | |||||||||||||||||||||||||||
Issuance of ordinary shares (in shares) | 98,670,000 | 86,206,250 | |||||||||||||||||||||||||||||||||
Conversion of convertible securities | $ 14,693 | $ 176,084 | $ 14,693 | $ 176,084 | $ 1 | $ 20 | $ 14,692 | $ 176,064 | |||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 7,942,314 | 199,990,641 | |||||||||||||||||||||||||||||||||
Exercise of warrants | $ 1,750 | $ 1,513 | $ 1,750 | $ 1,513 | $ 1,750 | $ 1,513 | |||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 2,592,593 | 621,637 | |||||||||||||||||||||||||||||||||
Exercise of options | 3,519 | 3,519 | $ 0 | 3,519 | |||||||||||||||||||||||||||||||
Exercise of options (in shares) | 1,451,586 | ||||||||||||||||||||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 271,284 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 10,704 | 10,704 | 10,704 | ||||||||||||||||||||||||||||||||
Share-based compensation (in shares) | 1,913,210 | ||||||||||||||||||||||||||||||||||
Net loss | (119,217) | (119,217) | (119,217) | ||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | 863 | 863 | 863 | ||||||||||||||||||||||||||||||||
Balance at the end of period at Dec. 31, 2016 | 352,907 | 352,907 | $ 52 | 591,213 | (946) | (237,412) | |||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2016 | 515,833,609 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | 149,928 | $ 188,517 | 149,928 | $ 188,517 | $ 3 | $ 4 | 149,925 | $ 188,513 | |||||||||||||||||||||||||||
Issuance of ordinary shares (in shares) | 32,746,416 | 36,851,750 | |||||||||||||||||||||||||||||||||
Exercise of options | 4,627 | 4,627 | 4,627 | ||||||||||||||||||||||||||||||||
Exercise of options (in shares) | 5,852,984 | ||||||||||||||||||||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 787,571 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 42,863 | 42,863 | 42,863 | ||||||||||||||||||||||||||||||||
Net loss | (93,299) | (93,105) | (93,105) | $ (194) | |||||||||||||||||||||||||||||||
Other comprehensive income (loss) | 555 | 466 | 466 | 89 | |||||||||||||||||||||||||||||||
Discount on the sale of ordinary shares | 23,606 | 23,606 | 23,606 | ||||||||||||||||||||||||||||||||
Contributions from shareholders (Note 8) | 14,527 | 14,527 | |||||||||||||||||||||||||||||||||
Balance at the end of period at Dec. 31, 2017 | $ 684,231 | 669,809 | $ 59 | 1,000,747 | (480) | (330,517) | 14,422 | ||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 592,072,330 | 592,072,330 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | $ 757,587 | $ 869,709 | $ 757,587 | $ 869,709 | $ 10 | $ 7 | $ 757,577 | $ 869,702 | |||||||||||||||||||||||||||
Issuance of ordinary shares (in shares) | 102,970,400 | 65,600,000 | |||||||||||||||||||||||||||||||||
Exercise of options | $ 29,662 | 29,662 | $ 1 | 29,661 | |||||||||||||||||||||||||||||||
Exercise of options (in shares) | 14,321,268 | ||||||||||||||||||||||||||||||||||
Issuance of shares reserved for share options exercise (shares) | 1,299,186 | ||||||||||||||||||||||||||||||||||
Share-based compensation | 87,127 | 87,127 | 87,127 | ||||||||||||||||||||||||||||||||
Net loss | (674,033) | (673,769) | (673,769) | (264) | |||||||||||||||||||||||||||||||
Other comprehensive income (loss) | 1,655 | 1,743 | 1,743 | (88) | |||||||||||||||||||||||||||||||
Balance at the end of period at Dec. 31, 2018 | $ 1,753,647 | 1,739,202 | $ 77 | 2,744,814 | 1,526 | (1,007,215) | 14,445 | ||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 776,263,184 | 776,263,184 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||||||||
Balance at January 1, 2018 | $ 681,940 | $ 667,143 | $ 59 | $ 1,000,747 | $ (217) | $ (333,446) | $ 14,797 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization 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 on October 28, 2010. The Company completed an initial public offering (“IPO”) on the NASDAQ Global Select Market on February 8, 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, as described in Note 21, Shareholders’ Equity. On August 8, 2018, the Company completed an 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 at December 31, 2018 , the Company’s subsidiaries are as follows: Name of Company Place of Incorporation Date of Incorporation Percentage of Ownership by the Company Principal Activities BeiGene 101 Cayman Islands August 30, 2012 100 % Medical and pharmaceutical research BeiGene AUS Pty Ltd. ("BeiGene Australia") Australia July 15, 2013 100 % Clinical trial activities BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") The People’s Republic of China (“PRC” or “China”) January 24, 2011 100 % Medical and pharmaceutical research BeiGene Biologics Co., Ltd. ("BeiGene Biologics") PRC January 25, 2017 95 % Biologics manufacturing BeiGene Guangzhou Biologics Manufacturing Co., Ltd. ("BeiGene Guangzhou Factory")* PRC March 3, 2017 95 % Biologics manufacturing BeiGene (Guangzhou) Co., Ltd. (“BeiGene Guangzhou”) PRC July 11, 2017 100 % Medical and pharmaceutical research BeiGene (Hong Kong) Co., Limited. ("BeiGene HK") Hong Kong November 22, 2010 100 % Investment holding Beijing Innerway Bio-tech Co., Ltd. ("Innerway") PRC August 9, 2004 100 % Medical and pharmaceutical research and manufacturing BeiGene Ireland Limited ("BeiGene Ireland") Republic of Ireland August 11, 2017 100 % Clinical trial activities BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. ("BeiGene Pharmaceutical (Guangzhou)") PRC April 14, 1999 100 % Medical and pharmaceutical research and manufacturing BeiGene Pharmaceutical (Shanghai) Co., Ltd. ("BeiGene Pharmaceutical (Shanghai)") PRC December 15, 2009 100 % Medical and pharmaceutical consulting, marketing and promotional services BeiGene (Shanghai) Co., Ltd. (“BeiGene Shanghai”)* PRC September 11, 2015 95 % Medical and pharmaceutical research BeiGene (Suzhou) Co., Ltd. (“BeiGene Suzhou”) PRC April 9, 2015 100 % Medical and pharmaceutical research and manufacturing BeiGene Switzerland GmbH (“BeiGene Switzerland”) Switzerland September 1, 2017 100 % Clinical trial activities and commercial BeiGene UK, Ltd. ("BeiGene UK") United Kingdom December 14, 2018 100 % Research, development, manufacture and distribution or licensing of pharmaceutical and related products BeiGene USA, Inc. ("BeiGene USA") United States July 8, 2015 100 % Clinical trial activities * Wholly-owned by BeiGene Biologics. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned 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, under the voting model and recognizes the minority shareholder's equity interest as a noncontrolling interest in its consolidated financial statements (as described in Note 8). Use of Estimates The preparation of the 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, 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. Functional Currency and Foreign Currency Translation Functional currency The determination of the respective functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters. The functional currency of the Company and all non-PRC subsidiaries is the United States dollar (“$” or “U.S. dollar”). The Company’s PRC subsidiaries determined their functional currencies to be RMB. The Company uses the U.S. dollar as its reporting currency. Foreign currency translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. Restricted cash Restricted cash consists of the secured deposits held in designated banks for issuance of letters of credit and import duty taxes, and cash deposits as security for long-term bank loans. Accounts Receivable Trade accounts receivable are recorded at their invoiced amounts, net of allowances for doubtful accounts. An allowance for doubtful accounts is recorded when the collection of the full amount is no longer probable. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the customer's payment history, its current creditworthiness and current economic trends. Accounts receivable are written off after all collection efforts have ceased. The Company regularly reviews the adequacy and appropriateness of any allowance for doubtful accounts. No allowance for doubtful accounts was recorded as of December 31, 2018 . Inventory Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations. There have been no write-downs or reserves against inventory to date. Short-Term Investments Investments with original maturities of greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term. Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company’s fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2018 and 2017 . Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security’s amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Office Equipment 5 years Electronic Equipment 3 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term Land Use Right, Net All land in the 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 lease prepayments to the PRC government and are carried at cost less accumulated amortization. Land use rights are amortized on a straight-line basis over the shorter of the estimated usage periods or the terms of the land use right. 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 terms 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 remaining term of the land use right, which is 36 years . Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations. The acquisition method of accounting requires all of the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, and (iv) recognizing and measuring goodwill or a gain from a bargain purchase. The consideration transferred in a business combination is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) acquisition consideration, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations as a gain. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include, but are not limited to, future expected cash flows from acquired assets, timing and probability of success of clinical events and regulatory approvals, and assumptions on useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Additional information, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to us may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisitions that do not meet the accounting definition of a business combination are accounted for as asset acquisitions. For transactions determined to be asset acquisitions, the Company allocates the total cost of the acquisition, including transaction costs, to the net assets acquired based on their relative fair values. Goodwill and Other Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances would indicate a potential impairment. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company's reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's evaluation of relevant events and circumstances affecting the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's ADSs. If qualitative factors indicate that it is more likely than not that the Company's reporting unit’s fair value is less than its carrying amount, then the Company will perform the quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. For the year ended December 31, 2018 , the Company determined that there were no indicators of impairment of our goodwill. Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Acquired identifiable intangible assets consist of distribution rights for approved cancer therapies licensed from Celgene Corporation ("Celgene"), ABRAXANE®, REVLIMID®, and VIDAZA®, and its investigational agent CC-122, and are amortized on a straight-line basis over the estimated useful lives of the assets, which is 10 years, and the trading license which represents the Guangzhou drug distribution license acquired on September 21, 2018 (see Note 4). The Company is amortizing the trading license over the remainder of the license term through February 2020. Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2018 and December 31, 2017, the Company determined that there were no indicators of impairment of its other intangible assets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2018 , 2017 and 2016 , there was no impairment of the value of the Company’s long-lived assets. Fair Value Measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, long-term bank loan, Shareholder Loan (as defined in Note 16) and accounts payable. As of December 31, 2018 and 2017 , the carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities and time deposits. The available-for-sale debt securities are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive loss. The long-term bank loan and Shareholder Loan approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities. The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1)market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial instruments measured at fair value on a recurring basis The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017 : As of December 31, 2018 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Short-term investment (Note 6): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — As of December 31, 2017 Quoted Price Significant Significant $ $ $ Short-term investment (Note 6): U.S. treasury securities 561,327 — — U.S. agency securities 17,663 — — Time deposits 18,924 — — Cash equivalents Money market funds 44,730 — — Total 642,644 — — Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. For further information regarding the impact of adoption, see Note 2 Recent Accounting Pronouncements . Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. Product revenue The Company's product revenues are generated from the sale of ABRAXANE®, REVLIMID®, and VIDAZA® to its product distributor in China. The distributor subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients. The Company is the principal under the product sale as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to its first tier distributer. The Company has a single performance obligation which is to sell the products to its first tier distributer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from sales rebates and returns using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the first tier distributer. The Company's payment terms are approximately 90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. Rebates, including price compensation credits, are offered to distributors, consistent with pharmaceutical industry practices. The Company records a provision for rebates at the time of sale based on contracted rates and historical redemption rates. Assumptions used to establish the provision include the level of distributor inventories, sales volumes and contract pricing and estimated acceptance of government pricing or reimbursement amounts (such as provincial acceptance of the National Reimbursement Drug List pricing in the PRC). The Company regularly reviews the information related to these estimates and adjust the provision accordingly. To date, rebates have not been significant. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. If the historical data the Company uses to calculate these estimates do not properly reflect future returns, then a change in the allowance would be made in the period in which such a determination is made and revenues in that period could be materially affected. Any changes from the historical trend rates are considered in determining the current sales return allowance. To date, sales returns have not been significant. Collaboration revenue At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five step model under ASC 606 noted above. The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable, up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Research and Development Services: The portion of the transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs. R&D reimbursement revenue for revenue attributable to the clinical trials that Celgene has opted into is recognized as delivery or performance of such services occurs. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process. Regulatory milestones are included in the transaction price in the period regulatory approval is obtained. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Research and Development Expenses Research and development expenses represent costs associated with the collaborative arrangements, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses. Clinical trial costs are a significant component of the Company’s research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates. Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. There were no material adjustments for a change in estimate to research and development expenses in the accompanying consolidated financial statements for the years ended December 31, 2018 , 2017 and 2016 . Acquired In-Process Research and Development Expense The Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized. Government Grants Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other non-operating income upon receipt. In the event government grants or incentives involve continuing performance obligations, the Company will capitalize the payment as a liability and recognize the same financial statement caption as the performance obligation relates over the performance period. Leases Leases are classified at the inception date as either a capital lease or an operating lease. The Company assesses a lease to be a capital lease if any of the following conditions exist: (a) ownership is transferred to the lessee by the end of the lease term, (b) there is a bargain purchase option, (c) the lease term is at least 75% of the property’s estimated remaining economic life, or (d) the present value of the mi |
Research and Development Collab
Research and Development Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
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 on the Company’s investigational anti-programmed cell death protein 1 (“PD-1”) inhibitor, tislelizumab, and (2) upfront license fees and milestone payments from its collaboration agreement with Merck KGaA, Darmstadt Germany on pamiparib and lifirafenib. The following table summarizes total collaboration revenue recognized for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 2017 2016 $ $ $ License revenue — 211,391 — Reimbursement of research and development costs 56,776 — — Research and development service revenue 10,559 2,568 1,070 Total 67,335 213,959 1,070 Celgene and Celgene Switzerland On July 5, 2017, the Company entered into a license agreement with Celgene Switzerland pursuant to which the Company granted to the Celgene parties an exclusive right to develop and commercialize the Company’s investigational PD-1 inhibitor, tislelizumab, in all fields of treatment, other than hematology, in the United States, Europe, Japan and the rest of world other than Asia (the “PD-1 License Agreement”). In connection with the closing of the transactions on August 31, 2017, the Company, Celgene and Celgene Switzerland amended and restated the PD-1 License Agreement (the “A&R PD-1 License Agreement”) to, among other things, clarify the parties’ responsibilities relating to the conducting and funding of certain global registration clinical trials and clarify the scope of the regulatory materials transferred by BeiGene to Celgene. Under the terms of the A&R PD-1 License Agreement, Celgene agreed to pay the Company $263,000 in upfront non-refundable fees, of which $92,050 was paid in the third quarter of 2017 and the remaining $170,950 was paid in December 2017. In addition, subsequent to the completion of the research and development phase of the collaboration, the Company may be eligible to receive product development milestone payments based on the successful achievement of development and regulatory goals, commercial milestone payments based on the successful achievement of commercialization goals, and royalty payments based on a predetermined percentage of Celgene and Celgene Switzerland’s aggregate annual net sales of all products in their territory for a period not to exceed the latest of the expiration of the last valid patent claim, the expiration of regulatory exclusivity or 12 years from the date of the first commercial sale on a product-by-product and country-by-country basis. The Company allocated $13,000 of upfront fees to the fair value of assets related to the Company’s acquisition of Celgene Shanghai, a wholly-owned subsidiary of Celgene Holdings East Corporation established under the laws of China, which was completed contemporaneously with the A&R PD-1 License Agreement. In addition to the exclusive right to develop and commercialize tislelizumab, the terms of the A&R PD-1 License Agreement provide Celgene with the right to collaborate with the Company on the development of tislelizumab for specified indications, including required participation on a joint development committee and a joint steering committee as well as a joint commercialization committee upon achievement of commercialization. The joint development and joint steering committees are formed by an equal number of representatives from the Company and Celgene and are responsible for reviewing and approving the development plan and budget for the development of tislelizumab for clinical studies associated with specified indications. Celgene will reimburse the Company for certain research and development costs at a cost plus agreed upon markup for the development of tislelizumab related to the clinical trials that Celgene opts into, as outlined in the development plan. Under ASC 606, the Company identified the following deliverables of the collaboration agreement as distinct performance obligations: (a) the license provided to Celgene for the exclusive right to develop and commercialize tislelizumab, in all fields of treatment, other than hematology, in the United States, Europe, Japan and the rest of world other than Asia (“the license”); and (b) the research and development services provided to Celgene to develop tislelizumab within specified indications (“R&D services”). For each deliverable, the Company determined the stand-alone selling price and allocated the non-constrained consideration of $250,000 to the units of accounting using the relative selling price method. The consideration allocated to the license was recognized upon transfer of the license to Celgene at contract inception and the consideration allocated to the R&D services will be recognized over the term of the respective clinical studies for the specified indications. The payments associated with the defined developmental, regulatory, and commercialization goals are variable consideration and were fully constrained at contract inception. The Company assesses whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the achievement of milestones. Upon changes to constraint associated with the milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. No revenue was recognized related to the milestones for the year ended December 31, 2018. For the year ended December 31, 2018 , the Company recognized collaboration revenue of $65,835 related to the Celgene collaboration. The Company recognized $56,776 of research and development reimbursement revenue for the year ended December 31,2018 for the trials that Celgene has opted into. In addition, $16,307 of reimbursement that was billed to Celgene was included as an adjustment to beginning accumulated deficit. The Company recognized research and development services revenue of $9,059 for the year ended December 31, 2018, which reflects the recognition of upfront consideration that was allocated to R&D 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 year ended December 31, 2017 , the Company recognized $211,391 as license revenue within collaboration revenue in the Company’s consolidated statements of operations, and research and development revenue of $1,568 allocated from deferred revenue related to the Celgene collaboration. Merck KGaA, Darmstadt Germany In 2013, the Company entered into a license agreement with Merck KGaA, Darmstadt Germany for lifirafenib, which was amended and restated in 2013 and 2015, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to develop, manufacture, and, in certain circumstances, commercialize lifirafenib outside of the PRC, and Merck KGaA Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize lifirafenib in the PRC (the “PRC Territory”). In March 2017, the Company regained the worldwide rights to lifirafenib after Merck KGaA, Darmstadt Germany informed the Company that it would not exercise a continuation option, and thus, the ex-PRC portion of the agreements terminated in their entirety, except for certain provisions that survived the termination. In December 2018, the Company received notice from Merck KGaA, Darmstadt Germany that Merck KGaA, Darmstadt Germany was terminating the PRC portion of the agreement. As a result of the termination, Merck KGaA, Darmstadt Germany's exclusive right of first negotiation to acquire exclusive commercialization rights under the lifirafenib RAF dimer program in the PRC was terminated and the Company is no longer required to pay Merck KGaA, Darmstadt Germany royalties on sales of lifirafenib in the PRC or entitled to receive future milestone payments from Merck KGaA, Darmstadt Germany for lifirafenib. In 2013, the Company also entered into a license agreement with Merck KGaA, Darmstadt Germany for pamiparib, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to develop, manufacture, and, in certain circumstances, commercialize pamiparib outside of the PRC, and Merck KGaA, Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize pamiparib in the PRC Territory. On October 1, 2015, the Company entered into a purchase of rights agreement with Merck KGaA, Darmstadt Germany, pursuant to which the Company purchased from Merck KGaA, Darmstadt Germany all of its exclusive rights to pamiparib in the ex-PRC territories for consideration of $10,000 , and reduced the future milestone payments the Company was eligible to receive under the PRC license agreement. In December 2017, the Company achieved the milestone for dosing a patient in the first Phase 2 clinical trial of pamiparib in the PRC Territory, and the related $1,000 milestone payment received in January 2018, was recognized as research and development services revenue in year ended December 31, 2017 . In May 2018, the Company achieved the milestone for dosing patients in the first Phase 3 clinical trial of pamiparib in the PRC Territory, and the related $1,500 milestone payment was recognized as research and development services revenue for the year ended December 31, 2018 . No other milestones were achieved prior to the termination of the agreement. On December 17, 2018, the Company entered into a letter agreement for the Company to buy back the PRC commercialization option for pamiparib it had granted to Merck KGaA, Darmstadt Germany under the license agreement for initial consideration of $19,000 . The payment was charged to research and development expense as incurred, as the PRC commercialization option has no alternative future use. As a result of the letter agreement, the license agreement was terminated as of December 31, 2018 and Merck KGaA, Darmstadt Germany was relieved of any future milestone obligations. As a result of the foregoing termination agreements and notices, as of December 31, 2018, the Company’s license agreements with Merck KGaA, Darmstadt Germany for lifirafenib and pamiparib have been terminated in their entirety. Zymeworks, Inc. On November 26, 2018, the Company and Zymeworks entered into collaboration and license agreements whereby the Company acquired licenses to develop and commercialize Zymeworks’ clinical-stage bispecific antibody candidate ZW25 and its preclinical-stage bispecific antibody drug conjugate (ADC) ZW49 in Asia (excluding Japan), Australia, and New Zealand. In addition, Zymeworks granted BeiGene a license to Zymeworks' proprietary Azymetric and EFECT platforms to develop and commercialize globally up to three other bispecific antibodies using the platforms. Under the collaboration agreements BeiGene will be responsible for all clinical development and regulatory submissions in the licensed territories. BeiGene and Zymeworks have also agreed to collaborate on global development of ZW25 and ZW49 in HER2‑expressing solid tumors, including gastric and breast cancer, with BeiGene enrolling patients and contributing clinical trial data from the licensed territories. Zymeworks retains full rights to both ZW25 and ZW49 outside of the specified countries and will continue to lead global development of these drug candidates. Under the terms of the license and collaboration agreements for ZW49 and ZW25, Zymeworks received total upfront payments of $40,000 and is eligible to receive up to an aggregate of $ 390,000 in development and commercial milestone payments for both product candidates. In addition, Zymeworks will be eligible to receive tiered royalties on future sales of ZW25 and ZW49 in the licensed territory. Under the terms of the research and license agreement for the Azymetric and EFECT platforms, Zymeworks received an upfront payment of $20,000 and is eligible to receive up to an aggregate of $702,000 in development and commercial milestone payments for up to three bispecific product candidates developed under the agreement. In addition, Zymeworks will be eligible to receive tiered royalties on future global sales of bispecific products developed by BeiGene under the agreement. The licenses do not have alternative future uses and the upfront payments totaling $60,000 were expensed to research and development expense for the year ended December 31, 2018 in accordance with the Company's acquired in-process research and development expense policy. No milestone payments were accrued as of December 31, 2018. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions Celgene Shanghai On August 31, 2017, BeiGene HK acquired 100% of the equity interests of Celgene Shanghai, a wholly-owned subsidiary of Celgene Holdings East Corporation established under the laws of the PRC. Celgene Shanghai is in the business of, among other things, providing marketing and promotional services in connection with certain pharmaceutical products manufactured by Celgene. The name of Celgene Shanghai has been changed to BeiGene Pharmaceutical (Shanghai). On July 5, 2017, BeiGene and a wholly-owned subsidiary of Celgene, Celgene Logistics Sà rl (“Celgene Logistics”), entered into a license agreement pursuant to which BeiGene has been granted the right to exclusively distribute and promote Celgene’s approved cancer therapies, ABRAXANE®, REVLIMID®, and VIDAZA®, and its investigational agent CC-122 in clinical development (the “Distribution Rights”), in China excluding Hong Kong, Macau and Taiwan (the “Chinese License Agreement”). The China License Agreement became effective on August 31, 2017 contemporaneously with the closing of the acquisition of Celgene Shanghai and the A&R PD-1 License Agreement. The Company evaluated the acquisition of the Celgene Shanghai equity and the distribution rights acquired under ASU No. 2017-1, Business Combinations: Clarifying the Definition of a Business . Because substantially all of the value of the acquisition did not relate to a similar group of assets and the business contained both inputs and processes necessary to manage products and provide economic benefits directly to its owners, it was determined that the acquisition represents a business combination. Therefore, the transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. Share subscription agreement On August 31, 2017, the Company issued 32,746,416 of its ordinary shares to Celgene Switzerland for an aggregate purchase price of $150,000 , or $4.58 per ordinary share, or $59.55 per ADS, pursuant to a subscription agreement dated July 5, 2017 by and between the Company and Celgene Switzerland (the “Share Subscription Agreement”). See Note 21 for further discussion of the Share Subscription Agreement. Determination of purchase price The purchase price of Celgene Shanghai was calculated as $28,138 , and was comprised of cash consideration of $4,532 and non-cash consideration of $23,606 , related to the discount on ordinary shares issued to Celgene in connection with the Share Subscription Agreement. The discount was a result of the increase in fair value of the Company’s shares between the fixed price of $59.55 per ADS in the Share Subscription Agreement and the fair value per ADS as of the date of issuance, August 31, 2017. The following summarizes the purchase price in the business combination (in thousands). Purchase Price Cash paid to acquire Celgene Shanghai $ 4,532 Discount on Share Subscription Agreement 23,606 Total purchase price $ 28,138 Purchase price allocation The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Amount Cash and cash equivalents $ 24,448 Other current assets 518 Property and equipment, net 204 Intangible assets 7,500 Deferred tax asset 1,069 Total identifiable assets 33,739 Current liabilities (5,710 ) Total liabilities assumed (5,710 ) Goodwill 109 Total fair value of consideration transferred $ 28,138 The goodwill resulting from the business combination is primarily attributable to the assembled workforce of the acquired business. The goodwill attributable to the business combination is not deductible for tax purposes. The following summarizes the business combination as presented on the statement of cash flows (in thousands): Investing activities Cash acquired $ 24,448 Cash paid to acquire Celgene Shanghai (4,532 ) Cash acquired in business combination, net of cash paid $ 19,916 Non-cash activities Discount provided on sale of ordinary shares for business combination $ (23,606 ) 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 a $816 intangible asset for the license and a deferred tax liability of $204 . Beijing Innerway Bio-tech Co., Ltd. On October 4, 2018, 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
Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash The Company’s restricted cash balance of $27,776 as of December 31, 2018 consisted of BeiGene Guangzhou Biologics Manufacturing Co., Ltd.'s ("BeiGene Guangzhou Factory's") secured deposits held in designated bank accounts for issuance of a letter of credit and import duty tax and restricted cash deposits as security for the long-term bank loan (Note 15). |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term investments | Short-Term Investments Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 Short-term investments as of December 31, 2017 consisted of the following available-for-sale debt securities and time deposits: Amortized Gross Gross Fair Value $ $ $ $ U.S. treasury securities 561,733 — 406 561,327 U.S. agency securities 17,651 12 — 17,663 Time deposits 18,924 — — 18,924 Total 598,308 12 406 597,914 The Company does not consider the investments in U.S. treasury securities to be other-than-temporarily impaired at December 31, 2018 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company’s inventory balance of $ 16,242 and $10,930 as of December 31, 2018 and 2017, respectively, consisted entirely of finished goods product purchased from Celgene for distribution in the PRC. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and consisted of the following: As of December 31, 2018 2017 $ $ Laboratory equipment 22,636 15,596 Leasehold improvements 18,048 15,298 Building 15,857 — Manufacturing equipment 16,048 15,737 Office equipment 2,216 1,597 Electronic equipment 1,229 1,244 Computer software 1,262 598 Property and equipment, at cost 77,296 50,070 Less: Accumulated depreciation (19,722 ) (13,627 ) Construction in progress 99,487 26,125 Property and equipment, net 157,061 62,568 Construction in progress as of December 31, 2018 and 2017 of $ 99,487 and $26,125 , respectively, primarily related to the buildout of the Guangzhou manufacturing facility. Depreciation expense for the years ended December 31, 2018 , 2017 and 2016 were $ 9,000 , $ 4,340 and $ 1,909 , respectively. |
Manufacturing Facility in Guang
Manufacturing Facility in Guangzhou | 12 Months Ended |
Dec. 31, 2018 | |
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 16). 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 16). 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 December 31, 2018 , the Company and GET held 95% and 5% equity interests in BeiGene Biologics, respectively. As of December 31, 2018 , the Company's cash and cash equivalents, restricted cash and short-term investments included $ 149,069 of cash and cash equivalents, restricted cash and short-term investments 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. |
Land Use Rights
Land Use Rights | 12 Months Ended |
Dec. 31, 2018 | |
Land Use Rights Disclosure [Abstract] | |
Land use right, net | Land Use Rights The land use rights represent the land acquired for constructing and operating the biologics manufacturing facility in Guangzhou, and the land acquired in 2018 for the Company's research, development and office facility in Changping, Beijing (Note 4). The land use rights are amortized over the remaining term of the rights. The land use rights assets as of December 31, 2018 and 2017 are summarized as follows: As of December 31, 2018 2017 $ $ Land use rights, cost 45,701 12,633 Accumulated amortization (643 ) (168 ) Land use rights, net 45,058 12,465 Amortization expense of the land use rights for the years ended December 31, 2018 , 2017 and 2016 was $ 494 , $168 and nil , respectively. As of December 31, 2018 , expected amortization expense for the land use rights is approximately $1,181 in 2019, $1,181 in 2020, $1,181 in 2021, $1,181 in 2022, $1,181 in 2023 and $39,153 in 2024 and thereafter. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of December 31, 2018 and December 31, 2017 are summarized as follows: December 31, 2018 December 31, 2017 Gross carrying amount Accumulated amortization Intangible assets, net Gross Accumulated Intangible Finite-lived intangible assets: Product distribution rights 7,500 (1,000 ) 6,500 7,500 (250 ) 7,250 Trading license 816 (144 ) 672 — — — Total finite-lived intangible assets 8,316 (1,144 ) 7,172 7,500 (250 ) 7,250 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 years ended December 31, 2018 , 2017 and 2016 was $ 894 , $250 and nil , respectively. As of December 31, 2018 , expected amortization expense for the unamortized finite-lived intangible assets is approximately $ 1,326 in 2019, $ 846 in 2020, $ 750 in 2021, $ 750 in 2022, $ 750 in 2023, and $ 2,750 in 2024 and thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Cayman Islands The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income tax. Hong Kong BeiGene Hong Kong is subject to Hong Kong Profits Tax at a rate of 16.5% . BeiGene Hong Kong had no assessable profits derived from or earned in Hong Kong for any of the periods presented; therefore, no provision for income taxes is required. China BeiGene conducts business in China through multiple subsidiaries that are subject to a tax rate of 25% in accordance with the 2008 EIT Law. Under the EIT Law, all enterprises are subject to the 25% enterprise income tax rate, except for certain entities that enjoyed the tax holidays or preferential tax treatments. Under the EIT Law and its relevant regulations, dividends paid by China enterprises out of profits earned post-2007 to non-China tax resident investors are subject to China withholding tax of 10% . A lower withholding tax rate may be applied based on applicable tax treaty with certain jurisdictions. Australia BeiGene AUS Pty Ltd. is subject to corporate income tax at a rate of 30% . BeiGene AUS Pty Ltd. has no taxable income for all periods presented; therefore, no provision for income taxes is required. United States BeiGene USA is subject to U.S. federal corporate income tax at a rate of 21% for the year ended December 31, 2018 , and 35% for the years ended December 31, 2017 and 2016 . BeiGene USA is subject to income tax in California, Massachusetts, New Jersey, and various other states and localities for the year ended December 31, 2018 . Switzerland BeiGene Switzerland is subject to corporate income tax at a rate of 10.5% . BeiGene Switzerland had no taxable income for the year ended December 31, 2018 ; therefore, no provision for income taxes is required. The components of income ( loss) before income taxes are as follows: Year Ended December 31, 2018 2017 2016 $ $ $ PRC (130,552 ) (59,590 ) (7,352 ) U.S. 15,036 6,928 678 Other (574,313 ) (38,402 ) (112,489 ) Total (689,829 ) (91,064 ) (119,163 ) The current and deferred components of the income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, 2018 2017 2016 $ $ Current Tax Expense (Benefit): PRC 6,890 2,477 — U.S. (377 ) 5,695 822 Total 6,513 8,172 822 Deferred Tax Expense (Benefit): PRC (2,682 ) 115 — U.S. (19,627 ) (6,052 ) (768 ) Total (22,309 ) (5,937 ) (768 ) Income Tax Expense (Benefit) (15,796 ) 2,235 54 The reconciliation of the statutory tax rate to our effective income tax rate is as follow: Year Ended December 31, 2018 2017 2016 $ $ $ Loss before tax (689,829 ) (91,064 ) (119,163 ) China statutory tax rate 25 % 25 % 25 % Expected taxation at China statutory tax rate (172,457 ) (22,766 ) (29,791 ) Foreign tax rate differential 134,673 23,275 27,830 Non-deductible expenses 4,471 1,608 593 Impact of U.S. statutory tax rate change 1,538 2,642 — Deductible intellectual property from intercompany transfer — (29,438 ) — Change in valuation allowance 34,009 30,356 1,627 Research and orphan drug tax credits (12,659 ) (5,431 ) (205 ) Share-based compensation expense (5,371 ) 1,989 — Taxation for the year (15,796 ) 2,235 54 Effective tax rate 2.3 % -2.5 % -0.1 % Significant components of deferred tax assets (liabilities) are as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Deferred Tax Assets: Accruals and reserves 19,193 7,756 1,102 Net operating losses carryforward 61,266 29,801 6,987 Stock compensation 8,642 4,639 — Research and orphan drug tax credits 13,608 2,449 — Depreciation and amortization 158,639 — — Gross deferred tax assets 261,348 44,645 8,089 Less valuation allowance (242,945 ) (36,600 ) (7,307 ) Total deferred tax assets 18,403 8,045 782 Deferred tax liabilities: Depreciation and amortization — (370 ) (14 ) Total deferred tax liabilities — (370 ) (14 ) Net deferred tax asset 18,403 7,675 768 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 December 31, 2018 it is more likely than not the deferred tax assets will not be realized for our subsidiaries in Australia and Switzerland, and for certain subsidiaries in China. For the years ended December 31, 2018 and 2017 , there were increases in the valuation allowance (excluding valuation allowances charged to beginning accumulated deficit as detailed in Note 2) of $ 34,009 and $ 30,356 , respectively, which included the effect of expired net operating losses in 2017 of $ 1,637 . Adjustments could be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded. As of December 31, 2018 and 2017 , the Company had net operating losses of approximately $ 300,769 and $ 209,979 , respectively, of which net operating losses as of December 31, 2018 included $47,379 from an entity in Australia that has indefinite carryforward, $ 129,922 derived from entities in the PRC which expire in years 2020 through 2023, $ 100,780 derived from an entity in Switzerland that expires in 2025, and $22,688 derived from an entity in the U.S. that has indefinite carryforward. The Company has approximately $ 14,897 of U.S. research and orphan drug credits which will begin to expire in 2033. The gross unrecognized tax benefits for the years ended December 31, 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Beginning balance, as of January 1 918 110 — Additions based on tax positions related to prior tax years 11 234 — Reductions based on tax positions related to prior tax years (44 ) (91 ) — Additions based on tax positions related to the current tax year 1,410 665 110 Ending balance, as of December 31 2,295 918 110 Current year and prior year additions include assessment of potential global transfer pricing adjustments, and U.S. federal and state tax credits and incentives. $ 1,532 of unrecognized tax benefits as of December 31, 2018 would impact the consolidated income tax rate if ultimately recognized. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months . The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. For the years ended December 31, 2018 , 2017 and 2016 , 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 December 31, 2018 , Australia tax matters are open to examination for the years 2013 through 2018, China tax matters are open to examination for the years 2013 through 2018, and U.S. federal tax matters are open to examination for years 2015 through 2018. Various U.S. states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2010 through 2018. As of December 31, 2018, the Company asserts indefinite reinvestment on the excess of the financial reporting bases over tax bases in the Company's investments in foreign subsidiaries. A deferred tax liability has not been established for the approximately $7,100 of cumulative undistributed foreign earnings in subsidiaries with financial reporting basis over tax basis. Determination of the unrecognized deferred tax liability is not practicable. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets consist of the following: As of December 31, 2018 2017 $ $ Prepaid research and development costs 58,673 21,156 Prepaid taxes 14,588 9,894 Interest receivable 3,096 1,557 Other 5,585 3,016 Total 81,942 35,623 Other non-current assets consist of the following: As of December 31, 2018 2017 $ $ Prepayment of property and equipment 11,981 12,867 Payment of facility capacity expansion activities (1) 25,193 — Tax on intra-entity contribution of subsidiary — 28,588 Prepaid VAT 14,671 — Rental deposits and other 1,823 1,460 Total 53,668 42,915 (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 consisted of the following: As of December 31, 2018 2017 $ $ Compensation related 35,887 17,051 External research and development activities related 34,588 18,721 Commercial activities 10,433 2,350 Individual income tax and other taxes 8,030 5,088 Sales rebates and returns related 4,749 3,997 Other 6,727 2,391 Total accrued expenses and other payables 100,414 49,598 Other long-term liabilities consist of the following: As of December 31, 2018 2017 $ $ Deferred government grant income 37,851 31,804 Other 1,080 155 Total other long-term liabilities 38,931 31,959 |
Warrants and Options Liabilitie
Warrants and Options Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Warrants and Option Liabilities | Warrants and Option Liabilities Option to purchase shares by rental deferral On September 1, 2012, in conjunction with a lease agreement for one of its premises, the Company granted the landlord an option to purchase the Company's ordinary shares (the “Option”) in exchange for the deferral of the payment of one year's rental expense. The Option was a freestanding instrument and was recorded as a liability in accordance with ASC480, Distinguishing Liabilities from Equity. The Option was initially recognized at fair value with subsequent changes in fair value recorded in losses. Prior to its U.S. IPO, the Company determined the fair value of the Option with the assistance of an independent third-party valuation firm. On February 8, 2016, immediately prior to its U.S. IPO, the landlord exercised the Option to purchase 1,451,586 ordinary shares of the Company. As the exercise date was the U.S. IPO closing date, the exercise date fair value of the Option of $2,540 was determined based on its intrinsic value, which equaled the difference between the share price at the U.S. IPO closing date and the exercise price of such purchased ordinary shares. During the years ended December 31, 2018 , 2017 and 2016 , the Company recognized a loss from the increase in fair value of the Option of nil , nil and $ 1,151 , respectively. Warrants in connection with convertible promissory notes During the years ended December 31, 2012 to 2014, the Company entered into agreements with several investors to issue convertible promissory notes and related warrants to purchase the Company's preferred shares up to 10% of the convertible promissory notes' principal amount concurrently, for an aggregate principal amount of $2,410 . The warrants were freestanding instruments and recorded as liabilities in accordance with ASC480. The warrants were initially recognized at fair value with subsequent changes in fair value recorded in losses. In January 2016 and February 2016, the warrants were exercised for 621,637 preferred shares, which were then converted into 621,637 ordinary shares. As the exercise dates were very close to the U.S. IPO closing date, the respective exercise date fair value of the warrants of $1,148 was determined based on the intrinsic value, which equaled the difference between the share price at the U.S. IPO closing date and the exercise price of the issued warrants. For the years ended December 31, 2018 , 2017 and 2016 , the Company recognized a loss from the increase in fair value of nil , nil and $ 363 , respectively. |
Long-Term Bank Loan
Long-Term Bank Loan | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Bank Loan | Long-Term Bank Loan On September 2, 2015, BeiGene Suzhou entered into a loan agreement with Suzhou Industrial Park Biotech Development Co., Ltd. and China Construction Bank to borrow $ 17,454 (RMB 120,000 ) at a 7% fixed annual interest rate. The loan is secured by BeiGene Suzhou's equipment with a carrying amount of $ 13,638 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 December 31, 2018 of $ 8,727 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 $84,358 (RMB 580,000 ) at a floating interest rate benchmarking RMB loan interest rates 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 December 31, 2018, the Company has drawn down $40,725 of this loan. The loan interest rate was 4.9% for the year ended December 31, 2018, and the maturity dates range from 2021 to 2027. As of December 31, 2018, the Company has unused long-term credit availability amounting to $43,633 , 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 years ended December 31, 2018 , 2017 and 2016 amounted to $ 2,253 , $ 1,260 and $ 851 , respectively, among which, $575 , nil and nil was capitalized, respectively. |
Shareholder Loan
Shareholder Loan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block | |
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 the 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 involves 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 years ended December 31, 2018 and December 31, 2017 , total interest expense generated from the Shareholder Loan was $ 10,894 and $7,649 , respectively, among which, $ 3,112 and $614 was capitalized, respectively. |
Product Revenue
Product Revenue | 12 Months Ended |
Dec. 31, 2018 | |
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 years ended December 31, 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 $ $ $ Product revenue - gross 138,046 28,428 — Less: Rebates and sales returns (7,161 ) (4,000 ) — Product revenue - net 130,885 24,428 — The following table presents the rollforward of accrued sales rebates and returns for the years ended December 31, 2018 and December 31, 2017 . Sales Rebates and Returns $ Balance as of December 31, 2016 — Accrual 4,000 Payment (3 ) Balance as of December 31, 2017 3,997 Accrual 7,161 Payment (6,409 ) Balance as of December 31, 2018 4,749 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Loss per share was calculated as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Numerator: Net loss attributable to BeiGene, Ltd. (673,769 ) (93,105 ) (119,217 ) Denominator: Weighted average shares outstanding for computing basic and diluted loss per share 720,753,819 543,185,460 403,619,446 Net loss per share attributable to BeiGene, Ltd., basic and diluted (0.93 ) (0.17 ) (0.30 ) For the years ended December 31, 2018 , 2017 and 2016 , the computation of basic loss per share using the two-class method was not applicable, as the Company was in a net loss position. The effects of all share options and restricted share units were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive during the years ended December 31, 2018 and 2017 . The effects of all convertible preferred shares, share options, warrants and options to purchase ordinary or preferred shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive during the year ended December 31, 2016 . |
Share-Based Compensation Expens
Share-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 , 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. On January 1, 2018, 29,603,616 ordinary shares were added to the 2016 Plan under this provision. 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. As of December 31, 2018 , share-based awards to acquire 57,889,708 ordinary shares were available for future grant under the 2016 Plan. 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. 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. The first offering under the ESPP began on September 1, 2018 and will end on February 28, 2019. The fair value of options issued under the ESPP is calculated using the Black-Scholes option pricing model. As of December 31, 2018, no shares have been issued under the ESPP. Expenses incurred to date under the ESPP have been immaterial. Share options Generally, options have a contractual term of 10 years and vest over a three - to five -year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares and restricted share units vest over a four -year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter. The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans: Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ $ Years $ Outstanding at December 31, 2015 44,109,990 0.35 Granted 38,921,219 2.32 1.60 Exercised (610,116 ) 0.10 1,353 Forfeited (5,341,350 ) 0.92 Outstanding at December 31, 2016 77,079,743 1.31 Granted 62,085,462 3.73 2.65 Exercised (5,887,193 ) 0.82 24,723 Forfeited (6,275,115 ) 2.52 Outstanding at December 31, 2017 127,002,897 2.45 Granted 9,387,885 12.32 7.08 Exercised (13,841,036 ) 2.23 132,687 Forfeited (6,467,099 ) 3.59 Outstanding at December 31, 2018 116,082,647 3.21 7.63 894,871 Exercisable as of December 31, 2018 53,829,397 1.84 6.95 481,796 Vested and expected to vest at December 31, 2018 109,857,323 3.15 7.59 853,563 As of December 31, 2018 , the unrecognized compensation cost related to 56,027,926 unvested share options expected to vest was $154,623 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.4 years. The total fair value of employee share option awards vested during the years ended December 31, 2018 , 2017 and 2016 was $55,642 , $20,440 and $2,821 , respectively. Fair value of options The Company uses the binomial option-pricing model in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company’s own share price movement has not been long enough to match the life of the share option. Therefore, the Company has made reference to the historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management’s estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. Prior to the completion of the Company’s U.S. IPO, the estimated fair value of the ordinary shares, at the option grant dates, was determined with assistance from an independent third-party valuation firm, and the Company’s management was ultimately responsible for the determination of the estimated fair value of its ordinary shares. With the completion of the Company’s U.S. IPO, a public trading market for the ADSs was established, and it is no longer necessary for the Company to estimate the fair value of ordinary shares at the option grant dates. The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2018 2017 2016 Fair value of ordinary share 4.30 ~ 8.85 2.39 ~ 8.71 1.85 ~ 2.84 Risk-free interest rate 2.5% ~ 3.1% 2.2% ~ 2.6% 1.5% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 60% ~ 64% 99% ~ 100% 98% ~ 102% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years Restricted shares The following table summarizes the Company’s employee restricted share activities under the 2016 Plan: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2015 44,445 0.05 Granted 1,075,000 2.16 Vested (44,445 ) 0.05 Forfeited — — Outstanding at December 31, 2016 1,075,000 2.16 Granted 300,000 2.95 Vested (268,750 ) 2.04 Forfeited (300,000 ) 2.95 Outstanding at December 31, 2017 806,250 2.16 Granted — — Vested (387,500 ) 2.12 Forfeited (118,750 ) 2.04 Outstanding at December 31, 2018 300,000 2.25 Expected to vest at December 31, 2018 270,000 2.25 The Company had no non-employee restricted share activities during the year ended December 31, 2018 . As of December 31, 2018 , the unrecognized compensation cost related to unvested restricted shares expected to vest was $514 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 1.7 years. Restricted share units The following table summarizes the Company's employee restricted share unit activities under the 2016 and 2018 Plans: Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 — — Granted 1,469,442 7.55 Vested — — Forfeited — — Outstanding at December 31, 2017 1,469,442 — Granted 14,079,598 12.07 Vested (689,130 ) 8.33 Forfeited (757,458 ) 10.89 Outstanding at December 31, 2018 14,102,452 11.85 Expected to vest at December 31, 2018 12,692,207 11.85 As of December 31, 2018 , the unrecognized compensation cost related to unvested restricted share units expected to vest was $134,713 . This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 3.5 years . The following table summarizes total share-based compensation cost recognized for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 2017 2016 $ $ $ Research and development 54,384 30,610 8,076 Selling, general and administrative 32,743 12,253 2,549 Total 87,127 42,863 10,625 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2018 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The movement of accumulated other comprehensive income is as follows: Foreign Currency Translation Adjustments Unrealized Gains/Losses on Available-for-Sale Securities Total $ $ $ Balance as of December 31, 2016 (847 ) (99 ) (946 ) Other comprehensive income (loss) before reclassifications 762 (252 ) 510 Amounts reclassified from accumulated other comprehensive income — (44 ) (44 ) Net-current period other comprehensive income (loss) 762 (296 ) 466 Balance as of December 31, 2017 (85 ) (395 ) (480 ) Adjustment for the opening balance of accumulated other comprehensive loss 263 — 263 Balance as of January 1, 2018 178 (395 ) (217 ) Other comprehensive income before reclassifications (390 ) 4,081 3,691 Amounts reclassified from accumulated other comprehensive income — (1,948 ) (1,948 ) Net-current period other comprehensive income (390 ) 2,133 1,743 Balance as of December 31, 2018 (212 ) 1,738 1,526 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity U.S. initial public offering On February 8, 2016, the Company completed its IPO on the NASDAQ Global Select Market. 6,600,000 ADSs representing 85,800,000 ordinary shares were sold at $24.00 per ADS, or $1.85 per ordinary share. Additionally, the underwriters exercised their option to purchase an additional 990,000 ADSs representing 12,870,000 ordinary shares from the Company. Net proceeds from the U.S. IPO, including the underwriter option, after deducting underwriting discounts and offering expenses, were $166,197 . Follow-on public offerings On November 23, 2016, the Company completed a follow-on public offering at a price of $32.00 per ADS, or $2.46 per ordinary share. In this offering, the Company sold 5,781,250 ADSs representing 75,156,250 ordinary shares. Additionally, the underwriters exercised their option to purchase an additional 850,000 ADSs representing 11,050,000 ordinary shares from the Company. The selling shareholders sold 468,750 ADSs representing 6,093,750 ordinary shares. Net proceeds from this offering, including the underwriter option, after deducting the underwriting discounts and offering expenses, were $198,625 . The Company did not receive any proceeds from the sale of the shares by the selling shareholders. On August 16, 2017, the Company completed a follow-on public offering at a price of $71.00 per ADS, or $5.46 per ordinary share. In this offering, the Company sold 2,465,000 ADSs representing 32,045,000 ordinary shares. Additionally, the underwriters exercised their option to purchase an additional 369,750 ADSs representing 4,806,750 ordinary shares from the Company. Net proceeds from this offering, including the underwriter option, after deducting the underwriting discounts and offering expenses, were $188,517 . 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 . 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 of its ADS on the NASDAQ Global Select Market 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 . Share Subscription Agreement On August 31, 2017, the Company sold 32,746,416 of its ordinary shares to Celgene Switzerland for an aggregate cash price of $150,000 , or $4.58 per ordinary share, or $59.55 per ADS, pursuant to a Share Subscription Agreement in connection with the entry into the A&R PD-1 License Agreement. Proceeds from the issuance are recorded net of $72 of fees related to the share issuance. The offer and sale of the shares issued pursuant to the Share Subscription Agreement was made in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. Conversion of preferred shares and senior promissory note Upon completion of the U.S. IPO, all outstanding preferred shares were converted into 199,990,641 ordinary shares and the related carrying value of $176,084 was reclassified from mezzanine equity to shareholders’ equity. The outstanding unpaid principal and interest of the Senior Promissory Note were converted into 7,942,314 ordinary shares, computed at the initial public offering price of $1.85 per ordinary share and the related carrying value of $14,693 was reclassified from current liability to shareholders’ equity. Exercise of warrants and option In January 2016 and February 2016, certain warrants in connection with the convertible promissory notes and short term notes were exercised to purchase 621,637 preferred shares, which were converted into 621,637 ordinary shares. On the U.S. IPO closing date, (i) the Company’s landlord exercised its option to purchase 1,451,586 ordinary shares of the Company; (ii) Baker Bros. exercised its warrants to purchase 2,592,593 ordinary shares at an exercise price of $0.68 per share; and (iii) a senior executive exercised warrants to purchase 57,777 preferred shares at an exercise price of $0.68 per share, which were converted into 57,777 ordinary shares. Upon the exercise of the aforementioned option and warrants, except for Baker Bros.’ warrants, which were initially classified in equity, the related carrying value totaling $3,687 was reclassified from current liabilities to shareholders’ equity. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2018 | |
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 its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the 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 years ended December 31, 2018 , 2017 and 2016 , 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 December 31, 2018 and 2017 , amounts restricted are the net assets of the Company’s PRC subsidiaries, which amounted to $ 93,281 and $ 29,920 , respectively. |
Employee Defined Contribution P
Employee Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Defined Contribution Plans | Employee Defined Contribution Plans Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $ 12,713 , $ 4,103 and $ 2,148 for the years ended December 31, 2018 , 2017 and 2016 , respectively. During the year ended December 31, 2016, the Company implemented a defined contribution 401(k) savings plan (the "401(k) Plan") for U.S. employees. The 401(k) Plan covers all U.S. employees, and allows participants to defer a portion of their annual compensation on a pretax basis. In addition, the Company implemented a matching contribution to the 401(k) Plan, matching 50% of an employee's contribution up to a maximum of 3% of the participant's compensation. Company contributions to the 401(k) plan totaled $ 1,275 , $ 455 and $79 in the years ended December 31, 2018 , 2017 and 2016 , respectively. Employee benefits for the remaining subsidiaries were immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring on different dates in the United States, Switzerland, and China. Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases, and the terms of the leases do not contain rent escalation, contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Total expenses under these operating leases were $ 8,930 , $ 3,810 and $ 1,974 for the years ended December 31, 2018 , 2017 and 2016 , respectively. Future minimum payments under non-cancelable operating leases consist of the following as of December 31, 2018 : $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 Purchase Commitments As of December 31, 2018, purchase commitments amounted to $9,747 related to minimum purchase requirements for finished goods inventory purchased from Celgene. Capital Commitments The Company had capital commitments amounting to $ 45,910 for the acquisition of property, plant and equipment as of December 31, 2018 , which were mainly for BeiGene Guangzhou Factory's manufacturing facility in Guangzhou, China. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table summarizes the unaudited statements of operations for each quarter of 2018 and 2017 (in thousands except share and per share amounts). The unaudited quarterly information has been prepared on a basis consistent with the audited financial statements and includes all adjustments that the Company considers necessary for a fair presentation of the information shown. The operating results for any fiscal quarter are not necessarily indicative of the operating results for a full fiscal year or for any future period and there can be no assurances that any trend reflected in such results will continue in the future. Quarter Ended March 31, June 30, September 30, December 31, 2018 $ $ $ $ Revenue 32,544 52,804 54,202 58,670 Loss from operations (110,809 ) (163,050 ) (151,102 ) (280,808 ) Net loss (105,116 ) (157,715 ) (144,492 ) (266,710 ) Net loss attributable to ordinary shareholders (104,596 ) (156,887 ) (144,031 ) (268,255 ) Basic and diluted net loss per share(1) (0.16 ) (0.22 ) (0.19 ) (0.35 ) Quarter Ended March 31, June 30, September 30, December 31, 2017 $ $ $ $ Revenue — — 220,213 18,174 (Loss) /income from operations (51,542 ) (58,022 ) 114,905 (103,798 ) Net (loss) /income (50,623 ) (60,680 ) 117,284 (99,280 ) Net (loss) /income attributable to ordinary shareholders (50,623 ) (60,545 ) 117,386 (99,323 ) Basic net (loss) /income per share(1) (0.10 ) (0.12 ) 0.21 (0.17 ) Diluted net (loss) /income per share(1) (0.10 ) (0.12) 0.20 (0.17) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one segment. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance and allocates resources on a consolidated basis. 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: Year Ended December 31, 2018 2017 2016 $ $ $ PRC 132,385 24,428 — U.S. 42,793 138,423 — Other 23,042 75,536 1,070 Total 198,220 238,387 1,070 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned 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, under the voting model and recognizes the minority shareholder's equity interest as a noncontrolling interest in its consolidated financial statements (as described in Note 8). |
Use of Estimates | Use of Estimates The preparation of the 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, 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. |
Functional Currency and Foreign Currency Translation | Functional Currency and Foreign Currency Translation Functional currency The determination of the respective functional currency is based on the criteria of Accounting Standard Codification (“ASC”) 830, Foreign Currency Matters. The functional currency of the Company and all non-PRC subsidiaries is the United States dollar (“$” or “U.S. dollar”). The Company’s PRC subsidiaries determined their functional currencies to be RMB. The Company uses the U.S. dollar as its reporting currency. Foreign currency translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. |
Restricted Cash | Restricted cash Restricted cash consists of the secured deposits held in designated banks for issuance of letters of credit and import duty taxes, and cash deposits as security for long-term bank loans. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at their invoiced amounts, net of allowances for doubtful accounts. An allowance for doubtful accounts is recorded when the collection of the full amount is no longer probable. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the customer's payment history, its current creditworthiness and current economic trends. Accounts receivable are written off after all collection efforts have ceased. The Company regularly reviews the adequacy and appropriateness of any allowance for doubtful accounts. No allowance for doubtful accounts was recorded as of December 31, 2018 . |
Inventory | Inventory Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. The Company periodically analyzes its inventory levels, and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations. There have been no write-downs or reserves against inventory to date. |
Short-Term Investments | Short-Term Investments Investments with original maturities of greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term. Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company’s fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2018 and 2017 . Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security’s amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Office Equipment 5 years Electronic Equipment 3 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term |
Land Use Right, Net | Land Use Right, Net All land in the 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 lease prepayments to the PRC government and are carried at cost less accumulated amortization. Land use rights are amortized on a straight-line basis over the shorter of the estimated usage periods or the terms of the land use right. 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 terms of the land use right, which is 50 years. |
Business Combination | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations. The acquisition method of accounting requires all of the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, and (iv) recognizing and measuring goodwill or a gain from a bargain purchase. The consideration transferred in a business combination is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) acquisition consideration, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations as a gain. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include, but are not limited to, future expected cash flows from acquired assets, timing and probability of success of clinical events and regulatory approvals, and assumptions on useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Additional information, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to us may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. Acquisitions that do not meet the accounting definition of a business combination are accounted for as asset acquisitions. For transactions determined to be asset acquisitions, the Company allocates the total cost of the acquisition, including transaction costs, to the net assets acquired based on their relative fair values. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances would indicate a potential impairment. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company's reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's evaluation of relevant events and circumstances affecting the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's ADSs. If qualitative factors indicate that it is more likely than not that the Company's reporting unit’s fair value is less than its carrying amount, then the Company will perform the quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. For the year ended December 31, 2018 , the Company determined that there were no indicators of impairment of our goodwill. Intangible assets acquired through business combinations are recognized as assets separate from goodwill and are measured at fair value upon acquisition. Intangible assets acquired in transactions that are not business combinations are recorded at the allocated portion of total consideration transferred based on their relative fair value in relation to net assets acquired. Acquired identifiable intangible assets consist of distribution rights for approved cancer therapies licensed from Celgene Corporation ("Celgene"), ABRAXANE®, REVLIMID®, and VIDAZA®, and its investigational agent CC-122, and are amortized on a straight-line basis over the estimated useful lives of the assets, which is 10 years, and the trading license which represents the Guangzhou drug distribution license acquired on September 21, 2018 (see Note 4). The Company is amortizing the trading license over the remainder of the license term through February 2020. Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Company evaluates the recoverability of the intangible assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For the years ended December 31, 2018 and December 31, 2017, the Company determined that there were no indicators of impairment of its other intangible assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2018 , 2017 and 2016 , there was no impairment of the value of the Company’s long-lived assets. |
Fair Value Measurements | Fair Value Measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, long-term bank loan, Shareholder Loan (as defined in Note 16) and accounts payable. As of December 31, 2018 and 2017 , the carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities and time deposits. The available-for-sale debt securities are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive loss. The long-term bank loan and Shareholder Loan approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities. The Company applies ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1)market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. For further information regarding the impact of adoption, see Note 2 Recent Accounting Pronouncements . Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. Product revenue The Company's product revenues are generated from the sale of ABRAXANE®, REVLIMID®, and VIDAZA® to its product distributor in China. The distributor subsequently resells the products to second tier distributors who ultimately sell the products to health care providers and patients. The Company is the principal under the product sale as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the products before they are sold to its first tier distributer. The Company has a single performance obligation which is to sell the products to its first tier distributer. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal will not occur and estimates variable consideration from sales rebates and returns using the expected value method. Revenues for product sales are recognized at a point in time when the single performance obligation is satisfied upon delivery to the first tier distributer. The Company's payment terms are approximately 90 days. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The Company will reassess estimates for variable consideration periodically. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. Rebates, including price compensation credits, are offered to distributors, consistent with pharmaceutical industry practices. The Company records a provision for rebates at the time of sale based on contracted rates and historical redemption rates. Assumptions used to establish the provision include the level of distributor inventories, sales volumes and contract pricing and estimated acceptance of government pricing or reimbursement amounts (such as provincial acceptance of the National Reimbursement Drug List pricing in the PRC). The Company regularly reviews the information related to these estimates and adjust the provision accordingly. To date, rebates have not been significant. The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate. If the historical data the Company uses to calculate these estimates do not properly reflect future returns, then a change in the allowance would be made in the period in which such a determination is made and revenues in that period could be materially affected. Any changes from the historical trend rates are considered in determining the current sales return allowance. To date, sales returns have not been significant. Collaboration revenue At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five step model under ASC 606 noted above. The Company’s collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, the Company considers competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Licenses of Intellectual Property: Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to determine if the license is distinct from the other performance obligations identified in the arrangement. For licenses determined to be distinct, the Company recognizes revenues from non-refundable, up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Research and Development Services: The portion of the transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs. R&D reimbursement revenue for revenue attributable to the clinical trials that Celgene has opted into is recognized as delivery or performance of such services occurs. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-based targets, they are generally fully constrained at contract inception. The Company will assess whether the variable consideration is fully constrained each reporting period based on the facts and circumstances surrounding the clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration will be included in the transaction price when a significant reversal of revenue recognized is not expected to occur and allocated to the separate performance obligations. Regulatory milestones are fully constrained until the period in which those regulatory approvals are achieved due to the inherent uncertainty with the approval process. Regulatory milestones are included in the transaction price in the period regulatory approval is obtained. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent costs associated with the collaborative arrangements, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company’s technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company’s research and development services and have no alternative future uses. Clinical trial costs are a significant component of the Company’s research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company’s product candidates. Expenses related to clinical trials are accrued based on the Company’s estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. There were no material adjustments for a change in estimate to research and development expenses in the accompanying consolidated financial statements for the years ended December 31, 2018 , 2017 and 2016 . Acquired In-Process Research and Development Expense The Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Milestone payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Royalties owed on sales of the products licensed pursuant to the agreements are expensed in the period the related revenues are recognized. |
Government Grants | Government Grants Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other non-operating income upon receipt. In the event government grants or incentives involve continuing performance obligations, the Company will capitalize the payment as a liability and recognize the same financial statement caption as the performance obligation relates over the performance period. |
Leases | Leases Leases are classified at the inception date as either a capital lease or an operating lease. The Company assesses a lease to be a capital lease if any of the following conditions exist: (a) ownership is transferred to the lessee by the end of the lease term, (b) there is a bargain purchase option, (c) the lease term is at least 75% of the property’s estimated remaining economic life, or (d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an occurrence of an obligation at the inception of the lease. The Company has no capital leases for the years presented. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective lease terms. The Company leases office space, employee accommodation and manufactory space under operating lease agreements. Certain of the lease agreements contain rent holidays. Rent holidays are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on straight-line basis over the term of the lease. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive loss includes net loss, foreign currency translation adjustments and unrealized holding gains/losses associated with the available-for-sale securities, and is presented in the consolidated statements of comprehensive loss. |
Share-Based Compensation | Share-Based Compensation Awards granted to employees The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company’s grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options is calculated using an option pricing model. The fair value of restricted shares and restricted share units are based on the closing market price of our ADSs on the NASDAQ Global Select Market on the date of grant. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model. Awards granted to non-employees The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty’s performance is completed as there is no associated performance commitment. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees. The Company estimated the fair value of share options granted to non-employees using the same method as employees. Modification of awards A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In accordance with Accounting Standards Update (“ASU”) 2015-17, all deferred income tax assets and liabilities are classified as non-current on the consolidated balance sheets. The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes, which prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes in the financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Loss Per Share | Loss Per Share Loss per share is calculated in accordance with ASC 260, Earnings per Share . Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s restricted shares are participating securities because they have contractual rights to share in the profits of the Company. However, the restricted shares do not have contractual rights and obligations to share in the losses of the Company. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible preferred shares using the if-converted method, and ordinary shares issuable upon the conversion of the share options and unvested restricted shares, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Basic and diluted loss per ordinary share is presented in the Company’s consolidated statements of operations. |
Segment Information | Segment Information In accordance with ASC 280, Segment Reporting, the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. |
Concentration of Risks | Concentration of Risks Concentration of credit risk Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and short-term investments. The carrying amounts of cash and cash equivalents and short-term investments represent the maximum amount of loss due to credit risk. As of December 31, 2018 and 2017 , $712,937 and $239,602 were deposited with various major reputable financial institutions located in the PRC and international financial institutions outside of the PRC. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. As of December 31, 2018 and 2017 , the Company had short-term investments amounting to $1,068,509 and $597,914 , respectively. At December 31, 2018 , the Company’s short-term investments were comprised of U.S. treasury securities. The Company believes that U.S. treasury securities are of high credit quality and continually monitor the credit worthiness of these institutions. Customer concentration risk For the years ended December 31, 2018 and 2017, substantially all of the Company's revenue was from Celgene and our product distributor in China. For the year ended 2016 , substantially all of the Company’s revenue was generated solely from one customer, Merck KGaA, Darmstadt Germany. Business, customer, political, social and economic risks The Company participates in a dynamic biopharmaceutical industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations or cash flows: changes in the overall demand for services and products; competitive pressures due to new entrants; advances and new trends in new drugs and industry standards; changes in clinical research organizations, contract manufacturers and other key vendors; changes in certain strategic relationships or customer relationships; regulatory considerations; intellectual property considerations; and risks associated with the Company’s ability to attract and retain employees necessary to support its growth. The Company’s operations could be also adversely affected by significant political, economic and social uncertainties in the PRC. Currency convertibility risk A significant portion of the Company’s expenses, assets and liabilities are denominated in RMB. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that the RMB may be readily convertible into U.S. dollar or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approvals of foreign currency payments by the PBOC or other institutions require submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. Additionally, the value of the RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. Foreign currency exchange rate risk From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. For RMB against U.S. dollar, there was depreciation of approximately 5.7% , appreciation of approximately 6.5% and depreciation of approximately 6.3% , in the years ended December 31, 2018 , 2017 and 2016 . It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that the Company needs to convert U.S. dollar into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. In addition, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Company’s earnings or losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New accounting standards which have been adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), or ASU 2014-9. Subsequently, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), which adjusted the effective date of ASU 2014-9; ASU No. 2016-8, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal-versus-agent implementation guidance and illustrations in ASU 2014-9; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies identifying performance obligations and licensing implementation guidance and illustrations in ASU 2014-9; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which addresses implementation issues and is intended to reduce the cost and complexity of applying the new revenue standard in ASU 2014-9; ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments (SEC Update) , which codifies recent announcements by the Securities and Exchange Commission, or SEC, staff; and ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606) (SEC Update) , which adds ASC 606-10-S25-1 as a result of SEC Release 33-10403, or collectively, the Revenue ASUs. The Revenue ASUs provide an accounting standard for a single comprehensive model for use in accounting for revenue arising from contracts with customers, and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2017, with an option to early adopt for interim and annual periods beginning after December 15, 2016. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). On January 1, 2018, the Company adopted the new standard using the modified retrospective method. The impact to the Company on adoption of the Revenue ASUs relates to variable consideration related to its collaboration agreement with Celgene Corporation ("Celgene") and the anticipated opt-in to certain clinical trials that are to be run by the Company, and funded by Celgene. Under Topic 605, even though the Company believed it was probable that the performance obligation related to the variable consideration would be satisfied as of December 31, 2017, the variable consideration was not realizable because formal notice had not been received. Upon its adoption of the Revenue ASUs, the Company determined it was probable that Celgene would opt-in to the clinical trials as of December 31, 2017 such that the variable consideration was not constrained, and therefore, the related revenue would have been recognized. In March 2018, the Company obtained formal notice of opt-in by Celgene. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect of the changes made to the Company's consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-9 resulted in an increase of $ 16,307 to both unbilled receivables and the opening balance of accumulated deficit. Please refer to the “Adoption of New Accounting Standards” section below for a tabular presentation of the impact. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The Company adopted ASU 2016-16 during the first quarter of 2018 using the modified retrospective adoption method. In 2017, BeiGene HK's contribution of BeiGene Shanghai to BeiGene Biologics (and subsequent receipt of a related government grant) resulted in tax expenses $28,588 , which were reflected as other non-current assets in the Company’s December 31, 2017 balance sheet. The related government subsidy of $ 9,990 , which was received in 2017, was reflected as other long-term liabilities in the Company’s December 31, 2017 balance sheet. The adoption of this accounting standard resulted in an adjustment to beginning accumulated deficit for both of these items. In addition, the Company has now established a deferred tax asset resulting from a previous transfer of intellectual property to one of its wholly-owned subsidiaries. This deferred tax asset is entirely offset by a corresponding valuation allowance and therefore did not result in a change to beginning accumulated deficit. Please refer to the “Adoption of New Accounting Standards” section below for a tabular presentation of the impact. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash , which requires entities to present the aggregate changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, the statement of cash flows will be required to present restricted cash and restricted cash equivalents as a part of the beginning and ending balances of cash and cash equivalents. The updated guidance became effective on January 1, 2018, and resulted in the presentation of restricted cash of $ 27,776 within the ending cash, cash equivalents, and restricted cash balance on the Company’s consolidated statement of cash flows. In May 2017, the FASB issued ASU No. 2017-9, Compensation – Stock Compensation: Scope of Modification Accounting . This standard provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The updated guidance became effective on January 1, 2018, and there was no material impact to the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-7, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. This update also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This update is effective in fiscal years, including interim periods, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company elected to early adopt this ASU during the quarter ended September 30, 2018, and there was no material impact to the Company's consolidated financial statements. Impact of adopted accounting standards The cumulative effect of changes made to the Company’s consolidated January 1, 2018 balance sheet for the adoption of the revenue ASUs and ASU 2016-16 were as follows: Balance at Adjustments Adjustments Balance at December 31, Due to Due to January 1, 2017 Revenue ASUs ASU 2016-16 2018 $ $ $ $ Assets: Unbilled receivable — 16,307 — 16,307 Other non-current assets 42,915 — (28,588 ) 14,327 Liabilities: Other long-term liabilities 31,959 — (9,990 ) 21,969 Equity: Accumulated other comprehensive loss (480 ) — 263 (217 ) Accumulated deficit (330,517 ) 16,307 (19,236 ) (333,446 ) Noncontrolling interest 14,422 — 375 14,797 New accounting standards which have not yet been adopted In February 2016, the 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, and ASU 2018-20, Leases (Topic 842)- Narrow-Scope Improvements for Lessors , which allows certain accounting policy elections for lessors (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 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is 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 will adopt the new standard effective January 1, 2019 using the effective date method and will not restate comparative periods. The Company will elect 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. On adoption, we currently expect to recognize additional operating liabilities ranging from $ 25,000 to $ 30,000 , with corresponding right-of-use (ROU) assets of the same amount based on the present value of the remaining minimum rental payments under existing operating leases. Additionally, the Company expects to reclassify its land use rights of $ 45,058 to ROU assets upon adoption. 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 February 2018, the FASB issued ASU 2018-2, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update allows companies the option to reclassify to retained earnings the tax effects related to items in accumulated other comprehensive income (loss) as a result of the Tax Cuts and Jobs Act that was enacted in the United States on December 22, 2017. This update is effective in fiscal years, including interim periods, beginning after December 15, 2018, and early adoption is permitted. This guidance should be applied either in the period of adoption or retrospectively to each period in which the effects of the change in the U.S. federal income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not expect this guidance to have a material impact on the Company’s consolidated financial statements. 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. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the Company's subsidiaries | As at December 31, 2018 , the Company’s subsidiaries are as follows: Name of Company Place of Incorporation Date of Incorporation Percentage of Ownership by the Company Principal Activities BeiGene 101 Cayman Islands August 30, 2012 100 % Medical and pharmaceutical research BeiGene AUS Pty Ltd. ("BeiGene Australia") Australia July 15, 2013 100 % Clinical trial activities BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") The People’s Republic of China (“PRC” or “China”) January 24, 2011 100 % Medical and pharmaceutical research BeiGene Biologics Co., Ltd. ("BeiGene Biologics") PRC January 25, 2017 95 % Biologics manufacturing BeiGene Guangzhou Biologics Manufacturing Co., Ltd. ("BeiGene Guangzhou Factory")* PRC March 3, 2017 95 % Biologics manufacturing BeiGene (Guangzhou) Co., Ltd. (“BeiGene Guangzhou”) PRC July 11, 2017 100 % Medical and pharmaceutical research BeiGene (Hong Kong) Co., Limited. ("BeiGene HK") Hong Kong November 22, 2010 100 % Investment holding Beijing Innerway Bio-tech Co., Ltd. ("Innerway") PRC August 9, 2004 100 % Medical and pharmaceutical research and manufacturing BeiGene Ireland Limited ("BeiGene Ireland") Republic of Ireland August 11, 2017 100 % Clinical trial activities BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. ("BeiGene Pharmaceutical (Guangzhou)") PRC April 14, 1999 100 % Medical and pharmaceutical research and manufacturing BeiGene Pharmaceutical (Shanghai) Co., Ltd. ("BeiGene Pharmaceutical (Shanghai)") PRC December 15, 2009 100 % Medical and pharmaceutical consulting, marketing and promotional services BeiGene (Shanghai) Co., Ltd. (“BeiGene Shanghai”)* PRC September 11, 2015 95 % Medical and pharmaceutical research BeiGene (Suzhou) Co., Ltd. (“BeiGene Suzhou”) PRC April 9, 2015 100 % Medical and pharmaceutical research and manufacturing BeiGene Switzerland GmbH (“BeiGene Switzerland”) Switzerland September 1, 2017 100 % Clinical trial activities and commercial BeiGene UK, Ltd. ("BeiGene UK") United Kingdom December 14, 2018 100 % Research, development, manufacture and distribution or licensing of pharmaceutical and related products BeiGene USA, Inc. ("BeiGene USA") United States July 8, 2015 100 % Clinical trial activities * Wholly-owned by BeiGene Biologics. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Life | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Office Equipment 5 years Electronic Equipment 3 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term Property and equipment are recorded at cost and consisted of the following: As of December 31, 2018 2017 $ $ Laboratory equipment 22,636 15,596 Leasehold improvements 18,048 15,298 Building 15,857 — Manufacturing equipment 16,048 15,737 Office equipment 2,216 1,597 Electronic equipment 1,229 1,244 Computer software 1,262 598 Property and equipment, at cost 77,296 50,070 Less: Accumulated depreciation (19,722 ) (13,627 ) Construction in progress 99,487 26,125 Property and equipment, net 157,061 62,568 |
Summary of assets and liabilities measured at fair value on a recurring basis | The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017 : As of December 31, 2018 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Short-term investment (Note 6): U.S. treasury securities 1,068,509 — — Cash equivalents Money market funds 159,810 — — Total 1,228,319 — — As of December 31, 2017 Quoted Price Significant Significant $ $ $ Short-term investment (Note 6): U.S. treasury securities 561,327 — — U.S. agency securities 17,663 — — Time deposits 18,924 — — Cash equivalents Money market funds 44,730 — — Total 642,644 — — |
Research and Development Coll_2
Research and Development Collaborative Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and development collaborative arrangements | |
Schedule of Total Collaboration Revenue Recognized | Year Ended December 31, 2018 2017 2016 $ $ $ Product revenue - gross 138,046 28,428 — Less: Rebates and sales returns (7,161 ) (4,000 ) — Product revenue - net 130,885 24,428 — |
Collaboration revenue | |
Research and development collaborative arrangements | |
Schedule of Total Collaboration Revenue Recognized | The following table summarizes total collaboration revenue recognized for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 2017 2016 $ $ $ License revenue — 211,391 — Reimbursement of research and development costs 56,776 — — Research and development service revenue 10,559 2,568 1,070 Total 67,335 213,959 1,070 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of purchase price | The following summarizes the purchase price in the business combination (in thousands). Purchase Price Cash paid to acquire Celgene Shanghai $ 4,532 Discount on Share Subscription Agreement 23,606 Total purchase price $ 28,138 |
Purchase price allocation | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Amount Cash and cash equivalents $ 24,448 Other current assets 518 Property and equipment, net 204 Intangible assets 7,500 Deferred tax asset 1,069 Total identifiable assets 33,739 Current liabilities (5,710 ) Total liabilities assumed (5,710 ) Goodwill 109 Total fair value of consideration transferred $ 28,138 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 |
Summary of business combination as presented on statement of cash flows | The following summarizes the business combination as presented on the statement of cash flows (in thousands): Investing activities Cash acquired $ 24,448 Cash paid to acquire Celgene Shanghai (4,532 ) Cash acquired in business combination, net of cash paid $ 19,916 Non-cash activities Discount provided on sale of ordinary shares for business combination $ (23,606 ) |
Short-term investments (Tables)
Short-term investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Short-term investments as of December 31, 2018 consisted of the following available-for-sale debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ U.S. treasury securities 1,066,770 1,802 63 1,068,509 Total 1,066,770 1,802 63 1,068,509 Short-term investments as of December 31, 2017 consisted of the following available-for-sale debt securities and time deposits: Amortized Gross Gross Fair Value $ $ $ $ U.S. treasury securities 561,733 — 406 561,327 U.S. agency securities 17,651 12 — 17,663 Time deposits 18,924 — — 18,924 Total 598,308 12 406 597,914 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Building 20 years Office Equipment 5 years Electronic Equipment 3 years Manufacturing equipment 3 to 10 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term Property and equipment are recorded at cost and consisted of the following: As of December 31, 2018 2017 $ $ Laboratory equipment 22,636 15,596 Leasehold improvements 18,048 15,298 Building 15,857 — Manufacturing equipment 16,048 15,737 Office equipment 2,216 1,597 Electronic equipment 1,229 1,244 Computer software 1,262 598 Property and equipment, at cost 77,296 50,070 Less: Accumulated depreciation (19,722 ) (13,627 ) Construction in progress 99,487 26,125 Property and equipment, net 157,061 62,568 |
Land use right, net (Tables)
Land use right, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Land Use Rights Disclosure [Abstract] | |
Schedule of Land Use Rights | The land use rights assets as of December 31, 2018 and 2017 are summarized as follows: As of December 31, 2018 2017 $ $ Land use rights, cost 45,701 12,633 Accumulated amortization (643 ) (168 ) Land use rights, net 45,058 12,465 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets outstanding | Intangible assets as of December 31, 2018 and December 31, 2017 are summarized as follows: December 31, 2018 December 31, 2017 Gross carrying amount Accumulated amortization Intangible assets, net Gross Accumulated Intangible Finite-lived intangible assets: Product distribution rights 7,500 (1,000 ) 6,500 7,500 (250 ) 7,250 Trading license 816 (144 ) 672 — — — Total finite-lived intangible assets 8,316 (1,144 ) 7,172 7,500 (250 ) 7,250 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of income ( loss) before income taxes are as follows: Year Ended December 31, 2018 2017 2016 $ $ $ PRC (130,552 ) (59,590 ) (7,352 ) U.S. 15,036 6,928 678 Other (574,313 ) (38,402 ) (112,489 ) Total (689,829 ) (91,064 ) (119,163 ) |
Schedule of the Current and Deferred Components of the Income Tax Expense | The current and deferred components of the income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, 2018 2017 2016 $ $ Current Tax Expense (Benefit): PRC 6,890 2,477 — U.S. (377 ) 5,695 822 Total 6,513 8,172 822 Deferred Tax Expense (Benefit): PRC (2,682 ) 115 — U.S. (19,627 ) (6,052 ) (768 ) Total (22,309 ) (5,937 ) (768 ) Income Tax Expense (Benefit) (15,796 ) 2,235 54 |
Schedule of Reconciliation of the Actual Income Taxes to the Amount of Tax Computed by Applying the PRC Statutory Income Tax Rate to Pre-tax Income | The reconciliation of the statutory tax rate to our effective income tax rate is as follow: Year Ended December 31, 2018 2017 2016 $ $ $ Loss before tax (689,829 ) (91,064 ) (119,163 ) China statutory tax rate 25 % 25 % 25 % Expected taxation at China statutory tax rate (172,457 ) (22,766 ) (29,791 ) Foreign tax rate differential 134,673 23,275 27,830 Non-deductible expenses 4,471 1,608 593 Impact of U.S. statutory tax rate change 1,538 2,642 — Deductible intellectual property from intercompany transfer — (29,438 ) — Change in valuation allowance 34,009 30,356 1,627 Research and orphan drug tax credits (12,659 ) (5,431 ) (205 ) Share-based compensation expense (5,371 ) 1,989 — Taxation for the year (15,796 ) 2,235 54 Effective tax rate 2.3 % -2.5 % -0.1 % |
Significant Components of Deferred Tax Assets | Significant components of deferred tax assets (liabilities) are as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Deferred Tax Assets: Accruals and reserves 19,193 7,756 1,102 Net operating losses carryforward 61,266 29,801 6,987 Stock compensation 8,642 4,639 — Research and orphan drug tax credits 13,608 2,449 — Depreciation and amortization 158,639 — — Gross deferred tax assets 261,348 44,645 8,089 Less valuation allowance (242,945 ) (36,600 ) (7,307 ) Total deferred tax assets 18,403 8,045 782 Deferred tax liabilities: Depreciation and amortization — (370 ) (14 ) Total deferred tax liabilities — (370 ) (14 ) Net deferred tax asset 18,403 7,675 768 |
Schedule of Gross Unrecognized Tax Benefits | The gross unrecognized tax benefits for the years ended December 31, 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Beginning balance, as of January 1 918 110 — Additions based on tax positions related to prior tax years 11 234 — Reductions based on tax positions related to prior tax years (44 ) (91 ) — Additions based on tax positions related to the current tax year 1,410 665 110 Ending balance, as of December 31 2,295 918 110 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: As of December 31, 2018 2017 $ $ Prepaid research and development costs 58,673 21,156 Prepaid taxes 14,588 9,894 Interest receivable 3,096 1,557 Other 5,585 3,016 Total 81,942 35,623 |
Schedule of Other Non-current Assets | Other non-current assets consist of the following: As of December 31, 2018 2017 $ $ Prepayment of property and equipment 11,981 12,867 Payment of facility capacity expansion activities (1) 25,193 — Tax on intra-entity contribution of subsidiary — 28,588 Prepaid VAT 14,671 — Rental deposits and other 1,823 1,460 Total 53,668 42,915 (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 consisted of the following: As of December 31, 2018 2017 $ $ Compensation related 35,887 17,051 External research and development activities related 34,588 18,721 Commercial activities 10,433 2,350 Individual income tax and other taxes 8,030 5,088 Sales rebates and returns related 4,749 3,997 Other 6,727 2,391 Total accrued expenses and other payables 100,414 49,598 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consist of the following: As of December 31, 2018 2017 $ $ Deferred government grant income 37,851 31,804 Other 1,080 155 Total other long-term liabilities 38,931 31,959 |
Product Revenue (Tables)
Product Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of the Company's Net Product Sales | Year Ended December 31, 2018 2017 2016 $ $ $ Product revenue - gross 138,046 28,428 — Less: Rebates and sales returns (7,161 ) (4,000 ) — Product revenue - net 130,885 24,428 — |
Schedule of accrued sales rebates and returns | The following table presents the rollforward of accrued sales rebates and returns for the years ended December 31, 2018 and December 31, 2017 . Sales Rebates and Returns $ Balance as of December 31, 2016 — Accrual 4,000 Payment (3 ) Balance as of December 31, 2017 3,997 Accrual 7,161 Payment (6,409 ) Balance as of December 31, 2018 4,749 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of the Calculation of Basic and Diluted Loss Per Ordinary Share | Loss per share was calculated as follows: Year Ended December 31, 2018 2017 2016 $ $ $ Numerator: Net loss attributable to BeiGene, Ltd. (673,769 ) (93,105 ) (119,217 ) Denominator: Weighted average shares outstanding for computing basic and diluted loss per share 720,753,819 543,185,460 403,619,446 Net loss per share attributable to BeiGene, Ltd., basic and diluted (0.93 ) (0.17 ) (0.30 ) |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Share Option Activities | The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans: Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ $ Years $ Outstanding at December 31, 2015 44,109,990 0.35 Granted 38,921,219 2.32 1.60 Exercised (610,116 ) 0.10 1,353 Forfeited (5,341,350 ) 0.92 Outstanding at December 31, 2016 77,079,743 1.31 Granted 62,085,462 3.73 2.65 Exercised (5,887,193 ) 0.82 24,723 Forfeited (6,275,115 ) 2.52 Outstanding at December 31, 2017 127,002,897 2.45 Granted 9,387,885 12.32 7.08 Exercised (13,841,036 ) 2.23 132,687 Forfeited (6,467,099 ) 3.59 Outstanding at December 31, 2018 116,082,647 3.21 7.63 894,871 Exercisable as of December 31, 2018 53,829,397 1.84 6.95 481,796 Vested and expected to vest at December 31, 2018 109,857,323 3.15 7.59 853,563 |
Schedule of Assumptions Used to Estimate the Fair Values of the Share Options Granted | The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2018 2017 2016 Fair value of ordinary share 4.30 ~ 8.85 2.39 ~ 8.71 1.85 ~ 2.84 Risk-free interest rate 2.5% ~ 3.1% 2.2% ~ 2.6% 1.5% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 60% ~ 64% 99% ~ 100% 98% ~ 102% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years |
Summary of Total Compensation Cost Recognized | Year Ended December 31, 2018 2017 2016 $ $ $ Research and development 54,384 30,610 8,076 Selling, general and administrative 32,743 12,253 2,549 Total 87,127 42,863 10,625 |
Restricted shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Employee Restricted Shares Activities and Restricted Share Units Activities | Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2015 44,445 0.05 Granted 1,075,000 2.16 Vested (44,445 ) 0.05 Forfeited — — Outstanding at December 31, 2016 1,075,000 2.16 Granted 300,000 2.95 Vested (268,750 ) 2.04 Forfeited (300,000 ) 2.95 Outstanding at December 31, 2017 806,250 2.16 Granted — — Vested (387,500 ) 2.12 Forfeited (118,750 ) 2.04 Outstanding at December 31, 2018 300,000 2.25 Expected to vest at December 31, 2018 270,000 2.25 |
Restricted Share Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Summary of the Company’s Employee Restricted Shares Activities and Restricted Share Units Activities | Numbers of Shares Weighted-Average Grant Date Fair Value $ Outstanding at December 31, 2016 — — Granted 1,469,442 7.55 Vested — — Forfeited — — Outstanding at December 31, 2017 1,469,442 — Granted 14,079,598 12.07 Vested (689,130 ) 8.33 Forfeited (757,458 ) 10.89 Outstanding at December 31, 2018 14,102,452 11.85 Expected to vest at December 31, 2018 12,692,207 11.85 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The movement of accumulated other comprehensive income is as follows: Foreign Currency Translation Adjustments Unrealized Gains/Losses on Available-for-Sale Securities Total $ $ $ Balance as of December 31, 2016 (847 ) (99 ) (946 ) Other comprehensive income (loss) before reclassifications 762 (252 ) 510 Amounts reclassified from accumulated other comprehensive income — (44 ) (44 ) Net-current period other comprehensive income (loss) 762 (296 ) 466 Balance as of December 31, 2017 (85 ) (395 ) (480 ) Adjustment for the opening balance of accumulated other comprehensive loss 263 — 263 Balance as of January 1, 2018 178 (395 ) (217 ) Other comprehensive income before reclassifications (390 ) 4,081 3,691 Amounts reclassified from accumulated other comprehensive income — (1,948 ) (1,948 ) Net-current period other comprehensive income (390 ) 2,133 1,743 Balance as of December 31, 2018 (212 ) 1,738 1,526 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum payments under non-cancelable operating leases consist of the following as of December 31, 2018 : $ Year ending December 31: 2019 10,752 2020 9,972 2021 7,805 2022 3,923 2023 and thereafter 1,357 Total 33,809 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data (Unaudited) | Quarter Ended March 31, June 30, September 30, December 31, 2018 $ $ $ $ Revenue 32,544 52,804 54,202 58,670 Loss from operations (110,809 ) (163,050 ) (151,102 ) (280,808 ) Net loss (105,116 ) (157,715 ) (144,492 ) (266,710 ) Net loss attributable to ordinary shareholders (104,596 ) (156,887 ) (144,031 ) (268,255 ) Basic and diluted net loss per share(1) (0.16 ) (0.22 ) (0.19 ) (0.35 ) Quarter Ended March 31, June 30, September 30, December 31, 2017 $ $ $ $ Revenue — — 220,213 18,174 (Loss) /income from operations (51,542 ) (58,022 ) 114,905 (103,798 ) Net (loss) /income (50,623 ) (60,680 ) 117,284 (99,280 ) Net (loss) /income attributable to ordinary shareholders (50,623 ) (60,545 ) 117,386 (99,323 ) Basic net (loss) /income per share(1) (0.10 ) (0.12 ) 0.21 (0.17 ) Diluted net (loss) /income per share(1) (0.10 ) (0.12) 0.20 (0.17) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Blocks | |
Schedule of net product revenues by geographic area | Total net revenues by geographic area are presented as follows: Year Ended December 31, 2018 2017 2016 $ $ $ PRC 132,385 24,428 — U.S. 42,793 138,423 — Other 23,042 75,536 1,070 Total 198,220 238,387 1,070 |
Organization - Narratives (Deta
Organization - Narratives (Details) - USD ($) $ in Thousands | Aug. 08, 2018 | Jan. 22, 2018 |
Follow-on public offering | ||
Variable Interest Entity | ||
Net proceeds | $ 869,709 | $ 757,587 |
Organization (Details)
Organization (Details) | Dec. 31, 2018 |
BeiGene 101 | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene AUS Pty Ltd. (BeiGene Australia) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Beijing) Co., Ltd. (BeiGene Beijing) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 95.00% |
BeiGene Guangzhou Biologics Manufacturing Co., Ltd. (BeiGene Guangzhou Factory) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 95.00% |
BeiGene (Guangzhou) Co., Ltd. (“BeiGene Guangzhou”) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
Beijing Innerway Bio-tech Co., Ltd. (Innerway) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene Ireland Limited (BeiGene Ireland) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene Pharmaceuticals (Guangzhou) Co., Ltd. (BeiGene Pharmaceutical (Guangzhou)) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene Pharmaceutical (Shanghai) Co., Ltd. (BeiGene Pharmaceutical (Shanghai)) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Shanghai) Co., Ltd. (“BeiGene Shanghai”) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 95.00% |
BeiGene (Suzhou) Co., Ltd. (“BeiGene Suzhou”) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene Switzerland GmbH (“BeiGene Switzerland”) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene UK, Ltd. (BeiGene UK) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene USA, Inc. (BeiGene USA) | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
Summary of significant accoun_4
Summary of significant accounting policies - Accounts receivable (Details) | Dec. 31, 2018USD ($) |
Short-term investments | |
Allowance for receivables | $ 0 |
Summary of significant accoun_5
Summary of significant accounting policies - Property and equipment and impairment of long-lived assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | |
Property and equipment | |
Estimated useful lives (in years) | 20 years |
Office Equipment | |
Property and equipment | |
Estimated useful lives (in years) | 5 years |
Electronic Equipment | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Manufacturing equipment | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Manufacturing equipment | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 10 years |
Laboratory Equipment | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Laboratory Equipment | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 5 years |
Computer Software | Minimum | |
Property and equipment | |
Estimated useful lives (in years) | 3 years |
Computer Software | Maximum | |
Property and equipment | |
Estimated useful lives (in years) | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Land use right, net (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Land use right, net | |
Land use right, term | 50 years |
Land-rights | |
Land use right, net | |
Useful life | 36 years |
Summary of significant accoun_7
Summary of significant accounting policies - Goodwill and intangible assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other intangible assets | ||
Intangible asset impairment | $ 0 | $ 0 |
Product distribution rights | ||
Other intangible assets | ||
Useful life | 10 years |
Summary of significant accoun_8
Summary of significant accounting policies - Impairment of long-lived assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of long-lived assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of significant accoun_9
Summary of significant accounting policies - Assets and liabilities measured at fair value on a recurring basis (Details) - Recurring basis - Level 1 - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets at fair value on a recurring basis | ||
Time deposits | $ 18,924 | |
Total | $ 1,228,319 | 642,644 |
Money market funds | ||
Assets at fair value on a recurring basis | ||
Money market funds | 159,810 | 44,730 |
U.S. treasury securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | $ 1,068,509 | 561,327 |
U.S. agency securities | ||
Assets at fair value on a recurring basis | ||
Available-for-sale securities | $ 17,663 |
Summary of significant accou_10
Summary of significant accounting policies - Segment information (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment information | |
Number of reportable segments | 1 |
Summary of significant accou_11
Summary of significant accounting policies - Concentration of credit risk (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 712,937 | $ 239,602 | $ 87,514 |
Short-term investments | $ 1,068,509 | $ 597,914 |
Summary of significant accou_12
Summary of significant accounting policies - Foreign currency exchange rate risk (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
China, Yuan Renminbi | |||
Concentration of risks | |||
Percentage appreciation (depreciation) against the US Dollar | (5.70%) | 6.50% | (6.30%) |
Summary of significant accou_13
Summary of significant accounting policies - Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Recent accounting pronouncements | ||||
Restricted cash | $ 27,776 | |||
Operating lease, right of use | $ 45,058 | $ 12,465 | ||
Subsequent event | Forecasted | Minimum | ASU 2016-02 | ||||
Recent accounting pronouncements | ||||
Operating lease liability | $ 25,000 | |||
Operating lease, right of use | 25,000 | |||
Subsequent event | Forecasted | Maximum | ASU 2016-02 | ||||
Recent accounting pronouncements | ||||
Operating lease liability | 30,000 | |||
Operating lease, right of use | $ 30,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Impact of Adopted Accounting Standard (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets: | |||
Unbilled receivable | $ 8,612 | $ 16,307 | $ 0 |
Other non-current assets | 53,668 | 14,327 | 42,915 |
Liabilities: | |||
Other long-term liabilities | (38,931) | (21,969) | (31,959) |
Equity: | |||
Accumulated other comprehensive income (loss) | 1,526 | (217) | (480) |
Accumulated deficit | (1,007,215) | (333,446) | (330,517) |
Noncontrolling interest | $ 14,445 | 14,797 | $ 14,422 |
Adjustments | ASU 2014-09 | |||
Assets: | |||
Unbilled receivable | 16,307 | ||
Equity: | |||
Accumulated deficit | 16,307 | ||
Adjustments | ASU 2016-16 | |||
Assets: | |||
Other non-current assets | (28,588) | ||
Liabilities: | |||
Other long-term liabilities | 9,990 | ||
Equity: | |||
Accumulated other comprehensive income (loss) | 263 | ||
Accumulated deficit | (19,236) | ||
Noncontrolling interest | $ 375 |
Research and Development Coll_3
Research and Development Collaborative Arrangements - Recognized Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaboration revenue | |||
Revenue | |||
Revenue | $ 67,335 | $ 213,959 | $ 1,070 |
License revenue | |||
Revenue | |||
Revenue | 0 | 0 | |
Reimbursement of research and development costs | |||
Revenue | |||
Revenue | 56,776 | 0 | 0 |
Research and development service revenue | |||
Revenue | |||
Revenue | $ 10,559 | $ 2,568 | $ 1,070 |
Research and Development Coll_4
Research and Development Collaborative Arrangements - Celgene and Celgene Switzerland (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Collaboration revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 67,335 | $ 213,959 | $ 1,070 | |||
Reimbursement of research and development costs | ||||||
Research and development collaborative arrangements | ||||||
Revenue | 56,776 | 0 | 0 | |||
Research and development service revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | 10,559 | 2,568 | 1,070 | |||
License revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 0 | $ 0 | ||||
Celgene Switzerland LLC | Collaborative arrangement | ||||||
Research and development collaborative arrangements | ||||||
Upfront license fees received | $ 263,000 | $ 170,950 | $ 92,050 | |||
Period of payment made (in years) | 12 years | |||||
Upfront license fee receivable, allocated to acquisition | 13,000 | |||||
Non-contingent consideration | 250,000 | |||||
Deferred revenue | $ 16,307 | |||||
Celgene Switzerland LLC | Collaboration revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 65,835 | |||||
Celgene Switzerland LLC | Reimbursement of research and development costs | ||||||
Research and development collaborative arrangements | ||||||
Revenue | 56,776 | |||||
Celgene Switzerland LLC | Research and development service revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 9,059 | 1,568 | ||||
Celgene Switzerland LLC | License revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 211,391 |
Research and Development Coll_5
Research and Development Collaborative Arrangements - Merck (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 17, 2018 | Oct. 01, 2015 | |
BRAF | China | ||||||
Research and development collaborative arrangements | ||||||
Additional payments upon successful achievement of pre-specified milestones | $ 1,000 | |||||
Research and development service revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 10,559 | $ 2,568 | $ 1,070 | |||
Merck KGaA | Research and development service revenue | ||||||
Research and development collaborative arrangements | ||||||
Revenue | $ 1,500 | |||||
Merck KGaA | Purchase of rights agreement | ||||||
Research and development collaborative arrangements | ||||||
Repurchase consideration | $ 19,000 | $ 10,000 |
Research and Development Coll_6
Research and Development Collaborative Arrangements - Zymework Inc. (Details) - USD ($) $ in Thousands | Nov. 26, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 |
Research and development collaborative arrangements | |||||
Upfront license fee receivable | $ 8,612 | $ 0 | $ 16,307 | ||
Research and development | 679,005 | $ 269,018 | $ 98,033 | ||
Zymerworks Inc. | Collaborative arrangement | |||||
Research and development collaborative arrangements | |||||
Research and development | $ 60,000 | ||||
Zymerworks Inc. | Collaborative arrangement | ZW25 and ZW49 | |||||
Research and development collaborative arrangements | |||||
Upfront payments for collaboration | $ 40,000 | ||||
Additional payments upon successful achievement of pre-specified milestones | 390,000 | ||||
Zymerworks Inc. | Collaborative arrangement | Azymetric and EFECT | |||||
Research and development collaborative arrangements | |||||
Upfront payments for collaboration | 20,000 | ||||
Additional payments upon successful achievement of pre-specified milestones | $ 702,000 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Celgene Shanghai - Narratives (Details) | Aug. 31, 2017 |
Celgene Shanghai | |
Business Combination | |
Equity interests (as a percent) | 100.00% |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Share Subscription Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Combination | ||||
Proceeds from sale of ordinary shares, net of cost | $ 0 | $ 149,928 | $ 0 | |
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | ||||
Business Combination | ||||
Shares issued (in shares) | 32,746,416 | |||
Proceeds from sale of ordinary shares, net of cost | $ 150,000 | |||
Share price (in dollars per share) | $ 4.58 | |||
Share price, ADS (in dollars per share) | $ 59.55 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Determination of Purchase Price (Details) $ / shares in Units, $ in Thousands | 1 Months Ended |
Aug. 31, 2017USD ($)$ / shares | |
Determination of Purchase Price | |
Share price, ADS (in dollars per share) | $ / shares | $ 59.55 |
Celgene Shanghai | |
Determination of Purchase Price | |
Cash paid to acquire Celgene Shanghai | $ 4,532 |
Discount on Share Subscription Agreement | 23,606 |
Total purchase price | $ 28,138 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Purchase Price Allocation | |||
Goodwill | $ 109 | $ 109 | |
Celgene Shanghai | |||
Purchase Price Allocation | |||
Cash and cash equivalents | $ 24,448 | ||
Other current assets | 518 | ||
Property and equipment, net | 204 | ||
Intangible assets | 7,500 | ||
Deferred tax asset | 1,069 | ||
Total identifiable assets | 33,739 | ||
Current liabilities | (5,710) | ||
Total liabilities assumed | (5,710) | ||
Goodwill | 109 | ||
Total fair value of consideration transferred | $ 28,138 |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Cash flow Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from investing activities: | ||||
Cash acquired in business combination, net of cash paid | $ 0 | $ 19,916 | $ 0 | |
Non-cash activities: | ||||
Discount provided on sale of ordinary shares for business combination | $ 0 | $ (23,606) | $ 0 | |
Celgene Shanghai | ||||
Cash flows from investing activities: | ||||
Cash acquired | $ 24,448 | |||
Cash paid to acquire Celgene Shanghai | (4,532) | |||
Cash acquired in business combination, net of cash paid | 19,916 | |||
Non-cash activities: | ||||
Discount provided on sale of ordinary shares for business combination | $ (23,606) |
Business Combinations and Ass_8
Business Combinations and Asset Acquisitions - BeiGene Pharmaceuticals (Guangzhou) Co., Limited (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition | ||||
Purchase of intangible assets | $ 553 | $ 0 | $ 0 | |
BeiGene Guangzhou | BeiGene Pharmaceuticals (Guangzhou) Co., Limited | ||||
Business Acquisition | ||||
Voting interest (percent) | 100.00% | |||
Transaction cost | $ 59 | |||
Finite-lived intnagible asset acquired | 816 | |||
Deferred tax liability | 204 | |||
BeiGene Guangzhou | BeiGene Pharmaceuticals (Guangzhou) Co., Limited | Trading license | ||||
Business Acquisition | ||||
Purchase of intangible assets | $ 612 |
Business Combinations and Ass_9
Business Combinations and Asset Acquisitions - Beijing Innerway Bio-tech Co., Ltd (Details) - BeiGene (Hong Kong) Co., Limited. (BeiGene HK) - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Business Acquisition | |
Voting interest (percent) | 100.00% |
Cash paid to acquire business | $ 38,654 |
Total fair value of consideration transferred | 38,865 |
Transaction cost | $ 211 |
Business Combinations and As_10
Business Combinations and Asset Acquisitions - Asset Acquisition (Details) - BeiGene (Hong Kong) Co., Limited. (BeiGene HK) - Beijing Innerway Bio-tech Co., Ltd $ in Thousands | Oct. 04, 2018USD ($) |
Asset Acquisition | |
Land use right | $ 33,783 |
Building | 15,874 |
Deferred tax liability | 11,221 |
Other | 429 |
Total cost | $ 38,865 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 |
Restricted Cash and Cash Equivalents Items | ||
Restricted cash | $ 27,776 | |
Subsidiaries | BeiGene Guangzhou Biologics Manufacturing Co., Ltd. (BeiGene Guangzhou Factory) | ||
Restricted Cash and Cash Equivalents Items | ||
Restricted cash | $ 27,776 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term investments | ||
Short-term investments, amortized cost | $ 1,066,770 | $ 598,308 |
Short-term investments, gross unrealized gains | 1,802 | 12 |
Short-term investments, gross unrealized losses | 63 | 406 |
Short-term investments | 1,068,509 | 597,914 |
U.S. treasury securities | ||
Short-term investments | ||
Available-for-sale securities, amortized cost | 1,066,770 | 561,733 |
Available-for-sale securities, gross unrealized gains | 1,802 | 0 |
Available-for-sale securities. gross unrealized losses | 63 | 406 |
Available-for-sale securities | $ 1,068,509 | 561,327 |
U.S. agency securities | ||
Short-term investments | ||
Available-for-sale securities, amortized cost | 17,651 | |
Available-for-sale securities, gross unrealized gains | 12 | |
Available-for-sale securities. gross unrealized losses | 0 | |
Available-for-sale securities | 17,663 | |
Time deposits | ||
Short-term investments | ||
Available-for-sale securities, gross unrealized gains | 0 | |
Available-for-sale securities. gross unrealized losses | 0 | |
Time deposits, amortized cost | 18,924 | |
Time deposits | $ 18,924 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 16,242 | $ 10,930 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment | ||
Property and equipment, at cost | $ 77,296 | $ 50,070 |
Less: Accumulated depreciation | (19,722) | (13,627) |
Property and equipment, net | 157,061 | 62,568 |
Laboratory Equipment | ||
Property and equipment | ||
Property and equipment, at cost | 22,636 | 15,596 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, at cost | 18,048 | 15,298 |
Building | ||
Property and equipment | ||
Property and equipment, at cost | 15,857 | 0 |
Manufacturing equipment | ||
Property and equipment | ||
Property and equipment, at cost | 16,048 | 15,737 |
Office equipment | ||
Property and equipment | ||
Property and equipment, at cost | 2,216 | 1,597 |
Electronic equipment | ||
Property and equipment | ||
Property and equipment, at cost | 1,229 | 1,244 |
Computer software | ||
Property and equipment | ||
Property and equipment, at cost | 1,262 | 598 |
Construction in progress | ||
Property and equipment | ||
Property and equipment, at cost | $ 99,487 | $ 26,125 |
Property and Equipment - Constr
Property and Equipment - Construction in Progress (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment | ||
Property and equipment, at cost | $ 77,296 | $ 50,070 |
Construction in progress | ||
Property and equipment | ||
Property and equipment, at cost | $ 99,487 | $ 26,125 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||
Depreciation and amortization expense | $ 9,000 | $ 4,340 | $ 1,909 |
Manufacturing Facility in Gua_2
Manufacturing Facility in Guangzhou (Details) ÂĄ in Thousands, $ in Thousands | Nov. 24, 2017 | Oct. 24, 2017 | May 04, 2017CNY (ÂĄ) | Apr. 14, 2017CNY (ÂĄ) | Apr. 13, 2017CNY (ÂĄ) | Mar. 07, 2017CNY (ÂĄ)asset | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Organization | |||||||||
Capital contribution from noncontrolling interest | $ | $ 0 | $ 14,527 | $ 0 | ||||||
Convertible Debt | Shareholder Loan | Investor | |||||||||
Organization | |||||||||
Principal amount | ÂĄ 900,000 | ||||||||
Shareholder loan | ÂĄ 900,000 | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | |||||||||
Organization | |||||||||
Cash capital contribution, agreed amount | ÂĄ 200,000 | ||||||||
Minimum number of biologics assets to be contributed | asset | 1 | ||||||||
Cash capital contribution | ÂĄ 2,415 | ÂĄ 137,830 | |||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
BeiGene (Hong Kong) Co., Limited. (BeiGene HK) | BeiGene (Shanghai) Co., Ltd. (“BeiGene Shanghai”) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
Ownership percentage immediately before transaction (as a percent) | 100.00% | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Cash and cash equivalents, restricted cash and short-term investments | $ | $ 149,069 | ||||||||
BeiGene Biologics Co., Ltd. (BeiGene Biologics) | Convertible Debt | Shareholder Loan | Investor | |||||||||
Organization | |||||||||
Principal amount | ÂĄ 900,000 | ||||||||
Shareholder loan | 900,000 | ||||||||
Guangzhou Get Technology Development Co Ltd | |||||||||
Organization | |||||||||
Cash capital contribution, agreed amount | ÂĄ 100,000 | ||||||||
Capital contribution from noncontrolling interest | ÂĄ 100,000 | ||||||||
Guangzhou Get Technology Development Co Ltd | BeiGene Biologics Co., Ltd. (BeiGene Biologics) | |||||||||
Organization | |||||||||
Ownership percentage (as a percent) | 5.00% | ||||||||
GET's equity interest in BeiGene Biologics (as a percent) | 5.00% |
Land Use Rights (Details)
Land Use Rights (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Land use right, net | ||
Land use rights, cost | $ 45,701 | $ 12,633 |
Accumulated amortization | (643) | (168) |
Land use rights, net | $ 45,058 | $ 12,465 |
Land Use Rights - Amortization
Land Use Rights - Amortization Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Land use right, net | |||
Amortization expense of land use rights | $ 494,000 | $ 168,000 | $ 0 |
Land Use Rights - Expected Amor
Land Use Rights - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Land use right, net | |
2,019 | $ 1,181 |
2,020 | 1,181 |
2,021 | 1,181 |
2,022 | 1,181 |
2,023 | 1,181 |
2024 and thereafter | $ 39,153 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets | ||
Gross carrying amount | $ 8,316 | $ 7,500 |
Accumulated amortization | (1,144) | (250) |
Intangible assets, net | 7,172 | 7,250 |
Product distribution rights | ||
Intangible assets | ||
Gross carrying amount | 7,500 | 7,500 |
Accumulated amortization | (1,000) | (250) |
Intangible assets, net | 6,500 | 7,250 |
Trading license | ||
Intangible assets | ||
Gross carrying amount | 816 | 0 |
Accumulated amortization | (144) | 0 |
Intangible assets, net | $ 672 | $ 0 |
Intangible Assets - Useful Life
Intangible Assets - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Product distribution rights | |
Other intangible assets | |
Useful life | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets | |||
Amortization expense | $ 894,000 | $ 250,000 | $ 0 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Expected amortization expense | |
2,019 | $ 1,326 |
2,020 | 846 |
2,021 | 750 |
2,022 | 750 |
2,023 | 750 |
2024 and thereafter | $ 2,750 |
Income Taxes - Hong Kong (Detai
Income Taxes - Hong Kong (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes | |||
Loss before tax | $ (689,829,000) | $ (91,064,000) | $ (119,163,000) |
Hong Kong | |||
Income taxes | |||
Loss before tax | $ 0 | ||
Inland Revenue, Hong Kong | |||
Income taxes | |||
Income tax rate (as a percent) | 16.50% | ||
Withholding taxes | $ 0 |
Income Taxes - China (Details)
Income Taxes - China (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
China | |||
Income taxes | |||
Withholding tax rate (as a percent) | 10.00% | ||
State Administration of Taxation, China | |||
Income taxes | |||
China statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Income Taxes - Australia (Detai
Income Taxes - Australia (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes | |||
Loss before tax | $ (689,829,000) | $ (91,064,000) | $ (119,163,000) |
Provision for income taxes | $ (15,796,000) | $ 2,235,000 | $ 54,000 |
Australian Taxation Office | |||
Income taxes | |||
Income tax rate (as a percent) | 30.00% | ||
Australia | |||
Income taxes | |||
Loss before tax | $ 0 | ||
Provision for income taxes | $ 0 |
Income Taxes - Switzerland (Det
Income Taxes - Switzerland (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes | |||
Loss before tax | $ (689,829,000) | $ (91,064,000) | $ (119,163,000) |
Provision for income taxes | (15,796,000) | $ 2,235,000 | $ 54,000 |
Switzerland | |||
Income taxes | |||
Loss before tax | 0 | ||
Provision for income taxes | $ 0 | ||
Swiss Federal Tax Administration (FTA) | |||
Income taxes | |||
Income tax rate (as a percent) | 10.50% |
Income Taxes - Income_(Loss) Be
Income Taxes - Income/(Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of income / (loss) before income taxes | |||
PRC | $ (130,552) | $ (59,590) | $ (7,352) |
Loss before income tax expense | (689,829) | (91,064) | (119,163) |
U.S. | |||
Components of income / (loss) before income taxes | |||
Foreign | 15,036 | 6,928 | 678 |
Other | |||
Components of income / (loss) before income taxes | |||
Foreign | $ (574,313) | $ (38,402) | $ (112,489) |
- Current and Deferred Componen
- Current and Deferred Components Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Tax Expense (Benefit): | |||
PRC | $ 6,890 | $ 2,477 | $ 0 |
U.S. | (377) | 5,695 | 822 |
Total | 6,513 | 8,172 | 822 |
Deferred Tax Expense (Benefit): | |||
PRC | (2,682) | 115 | 0 |
U.S. | (19,627) | (6,052) | (768) |
Total | (22,309) | (5,937) | (768) |
Income Tax Expense (Benefit) | $ (15,796) | $ 2,235 | $ 54 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the statutory tax rate | |||
Loss before tax | $ (689,829) | $ (91,064) | $ (119,163) |
Expected taxation at China statutory tax rate | (172,457) | (22,766) | (29,791) |
Foreign tax rate differential | 134,673 | 23,275 | 27,830 |
Non-deductible expenses | 4,471 | 1,608 | 593 |
Impact of U.S. statutory tax rate change | 1,538 | 2,642 | 0 |
Deductible intellectual property from intercompany transfer | 0 | (29,438) | 0 |
Change in valuation allowance | 34,009 | 30,356 | 1,627 |
Research and orphan drug tax credits | (12,659) | (5,431) | (205) |
Share-based compensation expense | (5,371) | 1,989 | 0 |
Income Tax Expense (Benefit) | $ (15,796) | $ 2,235 | $ 54 |
Effective tax rate (as a percent) | 2.30% | (2.50%) | (0.10%) |
Deferred tax liabilities: | |||
Depreciation and amortization | $ 0 | $ (370) | $ (14) |
Total deferred tax liabilities | 0 | (370) | (14) |
Net deferred tax asset | $ 18,403 | $ 7,675 | $ 768 |
State Administration of Taxation, China | |||
Reconciliation of the statutory tax rate | |||
China statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets: | |||
Accruals and reserves | $ 19,193 | $ 7,756 | $ 1,102 |
Net operating losses carryforward | 61,266 | 29,801 | 6,987 |
Stock compensation | 8,642 | 4,639 | 0 |
Research and orphan drug tax credits | 13,608 | 2,449 | 0 |
Depreciation and amortization | 158,639 | 0 | 0 |
Gross deferred tax assets | 261,348 | 44,645 | 8,089 |
Less valuation allowance | (242,945) | (36,600) | (7,307) |
Total deferred tax assets | 18,403 | 8,045 | 782 |
Deferred tax liabilities: | |||
Depreciation and amortization | 0 | (370) | (14) |
Total deferred tax liabilities | 0 | (370) | (14) |
Net deferred tax asset | $ 18,403 | $ 7,675 | $ 768 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes | |||
Increase in the valuation allowance | $ 34,009 | $ 30,356 | $ 1,627 |
Net operating loss expiration | $ 1,637 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income taxes | ||
Net operating loss carryforward | $ 300,769 | $ 209,979 |
State Administration of Taxation, China | ||
Income taxes | ||
Net operating loss carryforward | 129,922 | |
Swiss Federal Tax Administration (FTA) | ||
Income taxes | ||
Net operating loss carryforward | 100,780 | |
Australian Taxation Office | ||
Income taxes | ||
Net operating loss carryforward | 47,379 | |
Internal Revenue Service (IRS) | ||
Income taxes | ||
Net operating loss not subject to expiration | $ 22,688 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Internal Revenue Service (IRS) | |
Income taxes | |
Tax credit carryforwards | $ 14,897 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Gross unrecognized tax benefits | |||
Beginning balance, as of January 1 | $ 918 | $ 110 | $ 0 |
Additions based on tax positions related to prior tax years | 11 | 234 | 0 |
Reductions based on tax positions related to prior tax years | (44) | (91) | 0 |
Additions based on tax positions related to the current tax year | 1,410 | 665 | 110 |
Ending balance, as of December 31 | $ 2,295 | $ 918 | $ 110 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits that Would Impact Effective Tax Rate (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Income taxes | |
Unrecognized tax benefits that would impact the consolidated income tax rate if ultimately recognized | $ 1,532 |
Cumulative undistributed foreign earnings unaccounted for | $ 7,100 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid research and development costs | $ 58,673 | $ 21,156 |
Prepaid taxes | 14,588 | 9,894 |
Interest receivable | 3,096 | 1,557 |
Other | 5,585 | 3,016 |
Total | $ 81,942 | $ 35,623 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepayment of property and equipment | $ 11,981 | $ 12,867 | |
Payment of facility capacity expansion activities | 25,193 | 0 | |
Tax on intra-entity contribution of subsidiary | 0 | 28,588 | |
Prepaid VAT | 14,671 | 0 | |
Rental deposits and other | 1,823 | 1,460 | |
Total | $ 53,668 | $ 14,327 | $ 42,915 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Schedule of Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Compensation related | $ 35,887 | $ 17,051 |
External research and development activities related | 34,588 | 18,721 |
Commercial activities | 10,433 | 2,350 |
Individual income tax and other taxes | 8,030 | 5,088 |
Sales rebates and returns related | 4,749 | 3,997 |
Other | 6,727 | 2,391 |
Total accrued expenses and other payables | $ 100,414 | $ 49,598 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred government grant income | $ 37,851 | $ 31,804 | |
Other | 1,080 | 155 | |
Total other long-term liabilities | $ 38,931 | $ 21,969 | $ 31,959 |
Warrants and Options Liabilit_2
Warrants and Options Liabilities - option to purchase shares by rental deferral (Details) - USD ($) | Feb. 08, 2016 | Sep. 01, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Option to purchase shares by rental deferral | |||||
Loss from the increase in fair value of the option or warrants | $ 0 | $ 0 | $ 1,514,000 | ||
Option to purchase shares by rental deferral | |||||
Option to purchase shares by rental deferral | |||||
Rental expense deferral period (in years) | 1 year | ||||
Number of shares purchased upon exercise (in shares) | 1,451,586 | ||||
Option to purchase shares by rental deferral | $ 2,540,000 | ||||
Loss from the increase in fair value of the option or warrants | $ 0 | $ 0 | $ 1,151,000 |
Warrants and Options Liabilit_3
Warrants and Options Liabilities - warrants in connection with the promissory notes (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Warrants in connection with the promissory notes | |||||
Loss from the increase in fair value of the option or warrants | $ 0 | $ 0 | $ 1,514,000 | ||
Warrants to purchase convertible preferred shares in connection with the promissory notes | |||||
Warrants in connection with the promissory notes | |||||
Percentage of convertible promissory notes' principal amount that my be purchased with warrants (as a percent) | 10.00% | ||||
Aggregate principal amount | $ 2,410,000 | ||||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | ||||
Shares converted to ordinary shares (in shares) | 621,637 | ||||
Warrants in connection with the convertible promissory notes | $ 1,148,000 | ||||
Loss from the increase in fair value of the option or warrants | $ 0 | $ 0 | $ 363,000 |
Long-Term Bank Loan (Details)
Long-Term Bank Loan (Details) | Apr. 04, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018CNY (ÂĄ) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 04, 2018CNY (ÂĄ) | Sep. 02, 2015USD ($) | Sep. 02, 2015CNY (ÂĄ) |
Long-term bank loan | |||||||||
Repayment of long-term loan | $ 8,736,000 | $ 0 | $ 0 | ||||||
Interest capitalized | 614,000 | ||||||||
Loans Payable | Long-term Bank Loan, September 2, 2015 | |||||||||
Long-term bank loan | |||||||||
Principal amount | $ 17,454,000 | ÂĄ 120,000,000 | |||||||
Fixed annual interest rate (as a percent) | 7.00% | 7.00% | |||||||
Loan security | 13,638,000 | ||||||||
Repayment of long-term loan | $ 8,736,000 | ÂĄ 60,000 | |||||||
Loan amount repayable on September 30, 2019 | 8,727,000 | ||||||||
Loans Payable | Long Term Bank Loan April 4, 2018 | |||||||||
Long-term bank loan | |||||||||
Principal amount | $ 84,358,000 | ÂĄ 580,000,000 | |||||||
Debt instrument term (in years) | 9 years | ||||||||
Long-term debt | $ 40,725,000 | ||||||||
Interest rate (as a percent) | 4.90% | ||||||||
Debt instrument unused capacity | $ 43,633,000 | ||||||||
Interest expense | 2,253,000 | 1,260,000 | 851,000 | ||||||
Interest capitalized | $ 575,000 | $ 0 | $ 0 |
Shareholder Loan (Details)
Shareholder Loan (Details) ÂĄ in Thousands, $ in Thousands | Apr. 14, 2017CNY (ÂĄ) | Mar. 07, 2017CNY (ÂĄ) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Shareholder Loan | ||||
Interest expense incurred due to a related party | $ 7,649 | |||
Interest capitalized | $ 614 | |||
Convertible Debt | Shareholder Loan | Investor | ||||
Shareholder Loan | ||||
Principal amount | ÂĄ | ÂĄ 900,000 | |||
Shareholder loan | ÂĄ | ÂĄ 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 | $ 10,894 | |||
Interest capitalized | $ 3,112 |
Product Revenue - Product Sales
Product Revenue - Product Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Product revenue, net | |||||||||||
Product revenue - net | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 18,174 | $ 220,213 | $ 0 | $ 0 | $ 198,220 | $ 238,387 | $ 1,070 |
Product revenue, net | |||||||||||
Product revenue, net | |||||||||||
Product revenue - gross | 138,046 | 28,428 | 0 | ||||||||
Less: Rebates and sales returns | (7,161) | (4,000) | 0 | ||||||||
Product revenue - net | $ 130,885 | $ 24,428 | $ 0 |
Product Revenue - Accrued Sales
Product Revenue - Accrued Sales Rebates and Returns (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue | ||
Beginning balance | $ 3,997 | |
Ending Balance | 4,749 | $ 3,997 |
Product revenue, net | ||
Disaggregation of Revenue | ||
Beginning balance | 3,997 | 0 |
Accrual | 7,161 | 4,000 |
Payment | (6,409) | (3) |
Ending Balance | $ 4,749 | $ 3,997 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss attributable to BeiGene, Ltd. | $ (268,255) | $ (144,031) | $ (156,887) | $ (104,596) | $ (99,323) | $ 117,386 | $ (60,545) | $ (50,623) | $ (673,769) | $ (93,105) | $ (119,217) |
Denominator: | |||||||||||
Weighted average shares outstanding for computing basic and diluted loss per share (in shares) | 720,753,819 | 543,185,460 | 403,619,446 | ||||||||
Net loss per share attributable to BeiGene, Ltd., basic and diluted (in dollars per share) | $ (0.93) | $ (0.17) | $ (0.30) |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - 2016 Share Option and Incentive Plan (Details) - $ / shares | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 14, 2016 | Dec. 31, 2015 |
Employee Stock Option | |||||||
Share-based compensation | |||||||
Granted (in shares) | 9,387,885 | 62,085,462 | 38,921,219 | ||||
Exercise price (in dollars per share) | $ 12.32 | $ 3.73 | $ 2.32 | ||||
Share based awards to purchase ordinary share | 116,082,647 | 116,082,647 | 127,002,897 | 77,079,743 | 44,109,990 | ||
2016 Plan | |||||||
Share-based compensation | |||||||
Awards that may be granted (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%) | (5.00%) | |||||
Increase in ordinary shares authorized (in shares) | 29,603,616 | 38,553,159 | |||||
2016 Plan | Employee Stock Option | |||||||
Share-based compensation | |||||||
Shares available for future grants (shares) | 57,889,708 | 57,889,708 | |||||
2011 Plan | |||||||
Share-based compensation | |||||||
Shares cancelled or forfeited (in shares) | 5,144,371 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - 2018 Inducement Equity Plan (Details) | Jun. 06, 2018shares |
Inducement Equity Plan2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Awards that may be granted (in shares) | 12,000,000 |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - 2018 Employee Share Purchase Plan (Details) - Employee Share Purchase Plan 2018 - shares | Jun. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Awards that may be granted (in shares) | 3,500,000 | 7,355,315 | 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% | 15.00% | |
Maximum percentage of eligible earnings as after-tax withholdings to purchase ordinary shares (as a percent) | 10.00% | ||
Granted (in shares) | 0 |
Share-Based Compensation Expe_6
Share-Based Compensation Expense - Share Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Aggregate Intrinsic Value | |||
Number of unrecognized share-based compensation costs (in shares) | 56,027,926 | ||
Unrecognized share-based compensation costs | $ 154,623 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years 4 months 24 days | ||
Total fair value of the employee share option awards vested | $ 55,642 | $ 20,440 | $ 2,821 |
Employee Stock Option | |||
Number of Options | |||
Outstanding at the beginning of the year (in shares) | 127,002,897 | 77,079,743 | 44,109,990 |
Granted (in shares) | 9,387,885 | 62,085,462 | 38,921,219 |
Exercised (in shares) | (13,841,036) | (5,887,193) | (610,116) |
Forfeited (in shares) | (6,467,099) | (6,275,115) | (5,341,350) |
Outstanding at the end of the year (in shares) | 116,082,647 | 127,002,897 | 77,079,743 |
Number of Options - Exercisable (in shares) | 53,829,397 | ||
Number of Options - Vested and expected to vest (in shares) | 109,857,323 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 2.45 | $ 1.31 | $ 0.35 |
Granted (in dollars per share) | 12.32 | 3.73 | 2.32 |
Exercised (in dollars per share) | 2.23 | 0.82 | 0.10 |
Forfeited (in dollars per share) | 3.59 | 2.52 | 0.92 |
Outstanding at the end of the year (in dollars per share) | 3.21 | 2.45 | 1.31 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | 1.84 | ||
Weighted Average Exercise Price - Vested and expected to vest (in dollars per share) | 3.15 | ||
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 7.08 | $ 2.65 | $ 1.60 |
Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term - Outstanding | 7 years 7 months 16 days | ||
Weighted Average Remaining Contractual Term - Exercisable | 6 years 11 months 12 days | ||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 7 years 7 months 2 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value - Exercised | $ 132,687 | $ 24,723 | $ 1,353 |
Aggregate Intrinsic Value - Outstanding | 894,871 | ||
Aggregate Intrinsic Value - Exercisable at the end of the period | 481,796 | ||
Aggregate Intrinsic Value - Vested and expected to vest | $ 853,563 |
Share-Based Compensation Expe_7
Share-Based Compensation Expense - Options and Restricted Shares and Restricted Stock Units Vesting Periods (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Contractual life (in years) | 10 years |
Employee Stock Option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 3 years |
Employee Stock Option | Minimum | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Minimum | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Minimum | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 33.33% |
Employee Stock Option | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 5 years |
Employee Stock Option | Maximum | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Employee Stock Option | Maximum | Tranche 5 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 20.00% |
Restricted shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 4 years |
Restricted shares | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted shares | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period of award (in years) | 4 years |
Restricted Share Units (RSUs) | Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Restricted Share Units (RSUs) | Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting percentage (in percent) | 25.00% |
Share-Based Compensation Expe_8
Share-Based Compensation Expense - Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares | |
Significant unobservable inputs used in the fair value measurement | |||
Contractual life (in years) | 10 years | ||
Share options | |||
Significant unobservable inputs used in the fair value measurement | |||
Risk-free interest rate, minimum (as percent) | 2.50% | 2.20% | 1.50% |
Risk-free interest rate, maximum (as percent) | 3.10% | 2.60% | 2.60% |
Expected exercise multiple, minimum | 2.2 | 2.2 | 2.2 |
Expected exercise multiple, maximum | 2.8 | 2.8 | 2.8 |
Expected volatility, minimum (as percent) | 60.00% | 99.00% | 98.00% |
Expected volatility, maximum (as percent) | 64.00% | 100.00% | 102.00% |
Expected dividend yield (as percent) | 0.00% | 0.00% | 0.00% |
Contractual life (in years) | 10 years | 10 years | 10 years |
Share options | Minimum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 4.30 | $ 2.39 | $ 1.85 |
Share options | Maximum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 8.85 | $ 2.71 | $ 2.84 |
Share-Based Compensation Expe_9
Share-Based Compensation Expense - Restricted Shares Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 154,623 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years 4 months 24 days | ||
Restricted shares | |||
Numbers of Shares | |||
Outstanding at the beginning of the year (in shares) | 806,250 | 1,075,000 | 44,445 |
Granted (in shares) | 0 | 300,000 | 1,075,000 |
Vested (in shares) | (387,500) | (268,750) | (44,445) |
Forfeited (in shares) | (118,750) | (300,000) | 0 |
Outstanding at the end of the year (in shares) | 300,000 | 806,250 | 1,075,000 |
Number of Shares - Expected to vest (in shares) | 270,000 | ||
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the year (in dollars per share) | $ 2.16 | $ 2.16 | $ 0.05 |
Granted (in dollars per share) | 0 | 2.95 | 2.16 |
Vested (in dollars per share) | 2.12 | 2.04 | 0.05 |
Forfeited (in dollars per share) | 2.04 | 2.95 | 0 |
Outstanding at the end of the year (in dollars per share) | 2.25 | $ 2.16 | $ 2.16 |
Weighted Average Grant Date Fair Value - Expected to vest (in dollars per share) | $ 2.25 | ||
Additonal disclosures | |||
Unrecognized share-based compensation costs | $ 514 | ||
Period of unrecognized share-based compensation cost over average amortization (in years) | 1 year 8 months 12 days |
Share-Based Compensation Exp_10
Share-Based Compensation Expense - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Additonal disclosures | ||
Unrecognized share-based compensation costs | $ 154,623 | |
Period of unrecognized share-based compensation cost over average amortization (in years) | 2 years 4 months 24 days | |
Restricted Share Units (RSUs) | ||
Numbers of Shares | ||
Outstanding at the beginning of the year (in shares) | 1,469,442 | 0 |
Granted (in shares) | 14,079,598 | 1,469,442 |
Vested (in shares) | (689,130) | 0 |
Forfeited (in shares) | (757,458) | 0 |
Outstanding at the end of the year (in shares) | 14,102,452 | 1,469,442 |
Number of Shares - Expected to vest (in shares) | 12,692,207 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding at the beginning of the year (in dollars per share) | $ 0 | $ 0 |
Granted (in dollars per share) | 12.07 | 7.55 |
Vested (in dollars per share) | 8.33 | 0 |
Forfeited (in dollars per share) | 10.89 | 0 |
Outstanding at the end of the year (in dollars per share) | 11.85 | $ 0 |
Weighted Average Grant Date Fair Value - Expected to vest (in dollars per share) | $ 11.85 | |
Additonal disclosures | ||
Unrecognized share-based compensation costs | $ 134,713 | |
Period of unrecognized share-based compensation cost over average amortization (in years) | 3 years 6 months |
Share-Based Compensation Exp_11
Share-Based Compensation Expense - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based compensation | |||
Compensation expense | $ 87,127 | $ 42,863 | $ 10,625 |
Research and development | |||
Share-based compensation | |||
Compensation expense | 54,384 | 30,610 | 8,076 |
Selling, general and administrative | |||
Share-based compensation | |||
Compensation expense | $ 32,743 | $ 12,253 | $ 2,549 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | $ 684,231 | $ 352,907 | |
Adjustment to opening balance of equity | $ (2,291) | ||
Balance at January 1, 2018 | 681,940 | ||
Balance at the end of period | 1,753,647 | 684,231 | |
Accumulated OCI | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | (480) | (946) | |
Other comprehensive income (loss) before reclassifications | 3,691 | 510 | |
Amounts reclassified from accumulated other comprehensive income | (1,948) | (44) | |
Adjustment to opening balance of equity | $ 263 | ||
Balance at January 1, 2018 | (217) | ||
Net-current period other comprehensive income | 1,743 | 466 | |
Balance at the end of period | 1,526 | (480) | |
Accumulated OCI | ASU 2016-16 | |||
Movement in accumulated other comprehensive loss | |||
Adjustment to opening balance of equity | 263 | ||
Foreign Currency Translation Adjustments | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | (85) | (847) | |
Other comprehensive income (loss) before reclassifications | (390) | 762 | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | |
Balance at January 1, 2018 | 178 | ||
Net-current period other comprehensive income | (390) | 762 | |
Balance at the end of period | (212) | (85) | |
Foreign Currency Translation Adjustments | ASU 2016-16 | |||
Movement in accumulated other comprehensive loss | |||
Adjustment to opening balance of equity | 263 | ||
Unrealized Gains/Losses on Available-for-Sale Securities | |||
Movement in accumulated other comprehensive loss | |||
Balance at the beginning of period | (395) | (99) | |
Other comprehensive income (loss) before reclassifications | 4,081 | (252) | |
Amounts reclassified from accumulated other comprehensive income | (1,948) | (44) | |
Balance at January 1, 2018 | (395) | ||
Net-current period other comprehensive income | 2,133 | (296) | |
Balance at the end of period | $ 1,738 | (395) | |
Unrealized Gains/Losses on Available-for-Sale Securities | ASU 2016-16 | |||
Movement in accumulated other comprehensive loss | |||
Adjustment to opening balance of equity | $ 0 |
Shareholders' Equity - Offering
Shareholders' Equity - Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2018 | Jan. 22, 2018 | Aug. 16, 2017 | Nov. 23, 2016 | Feb. 08, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2017 |
Shareholders' equity | |||||||||
Share price, ADS (in dollars per share) | $ 59.55 | ||||||||
Ordinary Shares | |||||||||
Shareholders' equity | |||||||||
Shares issued (in shares) | 32,746,416 | ||||||||
Initial public offering | |||||||||
Shareholders' equity | |||||||||
Number of shares sold, ADS (in shares) | 6,600,000 | ||||||||
Shares issued (in shares) | 85,800,000 | ||||||||
Share price, ADS (in dollars per share) | $ 24 | ||||||||
Share price (in dollars per share) | $ 1.85 | ||||||||
Net proceeds | $ 166,197 | ||||||||
Initial public offering | Ordinary Shares | |||||||||
Shareholders' equity | |||||||||
Shares issued (in shares) | 98,670,000 | ||||||||
Follow-on public offering | |||||||||
Shareholders' equity | |||||||||
Number of shares sold, ADS (in shares) | 2,465,000 | 5,781,250 | |||||||
Shares issued (in shares) | 96,534,750 | 32,045,000 | 75,156,250 | ||||||
Share price, ADS (in dollars per share) | $ 71 | $ 32 | |||||||
Share price (in dollars per share) | $ 7.77 | $ 5.46 | $ 2.46 | ||||||
Net proceeds | $ 188,517 | $ 198,625 | |||||||
Share price, ADS (in dollars per share) | $ 101 | ||||||||
Shares issued, American Depository Shares (in shares) | 7,425,750 | ||||||||
Net proceeds | $ 869,709 | $ 757,587 | |||||||
Follow-on public offering | Ordinary Shares | |||||||||
Shareholders' equity | |||||||||
Shares issued (in shares) | 65,600,000 | 102,970,400 | 86,206,250 | ||||||
Share price (in dollars per share) | $ 13.76 | ||||||||
Share price, ADS (in dollars per share) | $ 178.90 | ||||||||
Selling shareholders | |||||||||
Shareholders' equity | |||||||||
Number of shares sold, ADS (in shares) | 468,750 | ||||||||
Shares issued (in shares) | 6,093,750 | ||||||||
Over-Allotment Option | |||||||||
Shareholders' equity | |||||||||
Number of shares sold, ADS (in shares) | 369,750 | 850,000 | 990,000 | ||||||
Shares issued (in shares) | 6,435,650 | 4,806,750 | 11,050,000 | 12,870,000 | |||||
Shares issued, American Depository Shares (in shares) | 495,050 |
Shareholders' Equity - Share Su
Shareholders' Equity - Share Subscription Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Shareholders' equity | ||||
Proceeds from sale of ordinary shares, net of cost | $ 0 | $ 149,928 | $ 0 | |
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | ||||
Shareholders' equity | ||||
Shares issued (in shares) | 32,746,416 | |||
Proceeds from sale of ordinary shares, net of cost | $ 150,000 | |||
Share price (in dollars per share) | $ 4.58 | |||
Share price, ADS (in dollars per share) | $ 59.55 | |||
Private Placement | Celgene Shanghai | ||||
Shareholders' equity | ||||
Transaction cost | $ 72 |
Shareholders' Equity - Conversi
Shareholders' Equity - Conversion of preferred shares and senior promissory note (Details) $ / shares in Units, $ in Thousands | Feb. 08, 2016USD ($)$ / sharesshares |
Initial public offering | |
Shareholders' equity | |
Share price (in dollars per share) | $ / shares | $ 1.85 |
Ordinary Shares | |
Shareholders' equity | |
Shares issued upon conversion of preferred shares | shares | 199,990,641 |
Amount reclassified from mezzanine equity to stockholders' equity | $ | $ 176,084 |
Ordinary Shares | Senior Notes | Senior Promissory Note, February 2, 2011 | |
Shareholders' equity | |
Shares converted from debt (in shares) | shares | 7,942,314 |
Amount reclassified from current liability to shareholders' equity | $ | $ 14,693 |
Shareholders' Equity - Exercise
Shareholders' Equity - Exercise of Warrants and Option (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Feb. 29, 2016 |
Shareholders' equity | ||
Carrying value and the Option and Warrants reclassified from current liability to shareholders' equity | $ 3,687 | |
Option to purchase shares by rental deferral | ||
Option to purchase shares by rental deferral | ||
Number of shares purchased upon exercise (in shares) | 1,451,586 | |
Warrants to purchase convertible preferred shares in connection with the promissory notes | ||
Warrants in connection with the promissory notes | ||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | |
Preferred shares converted to ordinary shares (in shares) | 621,637 | |
Shareholders' equity | ||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | |
Warrants to purchase ordinary shares | Baker Bros | ||
Shareholders' equity | ||
Ordinary shares issued upon exercise of warrants (in shares) | 2,592,593 | |
Exercise price (in dollars per share) | $ 0.68 | |
Warrants to purchase convertible preferred shares | Executive Officer | ||
Warrants in connection with the promissory notes | ||
Preferred shares issued upon warrant exercise (in shares) | 57,777 | |
Preferred shares converted to ordinary shares (in shares) | 57,777 | |
Shareholders' equity | ||
Exercise price (in dollars per share) | $ 0.68 | |
Preferred shares issued upon warrant exercise (in shares) | 57,777 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted net assets | |||
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 | $ 0 |
China | |||
Restricted net assets | |||
Restricted net assets | $ 93,281,000 | $ 29,920,000 |
Employee Defined Contribution_2
Employee Defined Contribution Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
PRC mandated defined contribution | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 12,713,000 | $ 4,103,000 | $ 2,148,000 |
401(k) Plan | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 1,275,000 | $ 455,000 | $ 79,000 |
Matching contribution of employee's contribution (as a percent) | 50.00% | ||
Participant's compensation matched (as a percent) | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Expense Under Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating lease commitments | |||
Total expense under operating leases | $ 8,930 | $ 3,810 | $ 1,974 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum payments under non-cancelable operating leases | |
2,019 | $ 10,752 |
2,020 | 9,972 |
2,021 | 7,805 |
2,022 | 3,923 |
2023 and thereafter | 1,357 |
Total | $ 33,809 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase and Capital Commitments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Inventories | |
Capital commitments | |
Purchase commitment | $ 9,747 |
Capital Addition Purchase Commitments | |
Capital commitments | |
Purchase commitment | $ 45,910 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected quarterly financial data (unaudited) | |||||||||||
Revenue | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 18,174 | $ 220,213 | $ 0 | $ 0 | $ 198,220 | $ 238,387 | $ 1,070 |
Loss from operations | (280,808) | (151,102) | (163,050) | (110,809) | (103,798) | 114,905 | (58,022) | (51,542) | (705,769) | (98,457) | (117,060) |
Net loss | (266,710) | (144,492) | (157,715) | (105,116) | (99,280) | 117,284 | (60,680) | (50,623) | (674,033) | (93,299) | (119,217) |
Net loss attributable to ordinary shareholders | $ (268,255) | $ (144,031) | $ (156,887) | $ (104,596) | $ (99,323) | $ 117,386 | $ (60,545) | $ (50,623) | $ (673,769) | $ (93,105) | $ (119,217) |
Basic net (loss) /income per share (usd per share) | $ (0.35) | $ (0.19) | $ (0.22) | $ (0.16) | $ (0.17) | $ 0.21 | $ (0.12) | $ (0.10) | |||
Diluted net (loss) /income per share (usd per share) | $ (0.17) | $ 0.20 | $ (0.12) | $ (0.10) |
Segment and Geographic Inform_3
Segment and Geographic Information - Narratives (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net product revenues by geographic area | |||||||||||
Revenue | $ 58,670 | $ 54,202 | $ 52,804 | $ 32,544 | $ 18,174 | $ 220,213 | $ 0 | $ 0 | $ 198,220 | $ 238,387 | $ 1,070 |
PRC | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | 132,385 | 24,428 | 0 | ||||||||
U.S. | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | 42,793 | 138,423 | 0 | ||||||||
Other | |||||||||||
Net product revenues by geographic area | |||||||||||
Revenue | $ 23,042 | $ 75,536 | $ 1,070 |
Uncategorized Items - bgne-2018
Label | Element | Value |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 375,000 |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (2,666,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (2,929,000) |