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BeOne Medicines Ltd.

For the period ended Mar 31, 2025. Filed May 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

ONC$424.00+1.6%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

Three Months Ended
March 31,
Note · 2025 · 2024
$ · $
Revenues
Product revenue, net111,108,530746,918
Collaboration revenue38,7494,734
Total revenues1,117,279751,652
Cost of sales - product165,002124,935
Gross profit952,277626,717
Operating expenses
Research and development481,887460,638
Selling, general and administrative459,288427,427
Total operating expenses941,175888,065
Income (loss) from operations11,102(261,348)
Interest income, net5,84816,160
Other income, net3,9501,762
Income (loss) before income taxes20,900(243,426)
Income tax expense819,6307,724
Net income (loss)1,270(251,150)
Earnings (loss) per share
Basic120.00(0.19)
Diluted120.00(0.19)
Weighted-average shares outstanding—basic1,390,052,9661,355,547,626
Weighted-average shares outstanding—diluted1,445,253,2191,355,547,626
Earnings (loss) per American Depositary Share (“ADS”)
Basic120.01(2.41)
Diluted120.01(2.41)
Weighted-average ADSs outstanding—basic106,927,151104,272,894
Weighted-average ADSs outstanding—diluted111,173,325104,272,894

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands of U.S. Dollars (“$”))

Three Months Ended
March 31,
20252024
$$
Net income (loss)1,270(251,150)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments6,441(32,163)
Other adjustments226(35)
Comprehensive income (loss)7,937(283,348)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

As of
March 31, · December 31,
Note20252024
$ · $
(unaudited) · (audited)
Assets
Current assets:
Cash and cash equivalents2,516,4112,627,410
Accounts receivable, net717,239676,278
Inventories, net5494,660494,986
Prepaid expenses and other current assets9168,182192,919
Total current assets3,896,4923,991,593
Property, plant and equipment, net61,598,5881,578,423
Operating lease right-of-use assets146,416139,309
Intangible assets, net750,13951,095
Other non-current assets9149,891160,490
Total non-current assets1,945,0341,929,317
Total assets5,841,5265,920,910
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable364,498404,997
Accrued expenses and other payables9692,179803,713
Tax payable834,14425,930
Operating lease liabilities, current portion18,30317,576
Research and development cost share liability, current portion3111,127111,154
Short-term debt10763,470851,529
Total current liabilities1,983,7212,214,899
Non-current liabilities:
Long-term debt10160,157166,484
Operating lease liabilities, non-current portion54,89544,277
Deferred tax liabilities843,11042,007
Research and development cost share liability, non-current portion334,50154,286
Other long-term liabilities965,62966,735
Total non-current liabilities358,292373,789
Total liabilities2,342,0132,588,688
Commitments and contingencies16
Shareholders’ equity:
Ordinary shares, $0.0001 par value per share; 9,500,000,000 shares authorized; 1,403,281,823 and 1,387,367,704 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively140138
Additional paid-in capital12,247,26012,087,908
Accumulated other comprehensive loss14(142,321)(148,988)
Accumulated deficit(8,605,566)(8,606,836)
Total shareholders’ equity3,499,5133,332,222
Total liabilities and shareholders’ equity5,841,5265,920,910

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of U.S. Dollars (“$”))

Three Months Ended March 31,
Note20252024
$ · $
Operating activities:
Net income (loss)1,270(251,150)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense32,80425,293
Share-based compensation expenses1395,47888,667
Amortization of research and development cost share liability3(19,812)(13,136)
Other items, net12,369(2,887)
Changes in operating assets and liabilities:
Accounts receivable(31,866)(80,025)
Inventories3,987(37,264)
Other assets29,737(4,401)
Accounts payable(31,568)46,300
Accrued expenses and other payables(52,360)(79,309)
Other liabilities4,043(660)
Net cash provided by (used in) operating activities44,082(308,572)
Investing activities:
Purchases of property, plant and equipment(56,407)(156,578)
Purchase of intangible asset—(4,674)
Proceeds from sale or maturity of investments1,8002,655
Purchase of in-process research and development(60,000)(31,800)
Other investing activities(7,334)(19,434)
Net cash used in investing activities(121,941)(209,831)
Financing activities:
Proceeds from long-term loan10—9,053
Repayment of long-term loan10(4,215)(3,579)
Proceeds from short-term loans1080,000142,028
Repayment of short-term loans10(172,921)—
Proceeds from option exercises and employee share purchase plan63,35914,791
Net cash (used in) provided by financing activities(33,777)162,293
Effect of foreign exchange rate changes, net3,480(22,438)
Net decrease in cash, cash equivalents, and restricted cash(108,156)(378,548)
Cash, cash equivalents, and restricted cash at beginning of period2,638,7473,185,984
Cash, cash equivalents, and restricted cash at end of period2,530,5912,807,436
Supplemental cash flow information:
Cash and cash equivalents2,516,4112,793,370
Short-term restricted cash11,33311,445
Long-term restricted cash2,8472,621
Income taxes paid9,3212,490
Interest expense paid12,20611,440
Supplemental non-cash information:
Capital expenditures included in accounts payable and accrued expenses60,010100,473
ROU assets obtained in exchange for new operating lease liabilities15,659839
Increase in equity investment from deconsolidation of a subsidiary—40,798

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares)

Ordinary Shares · AdditionalPaid-InCapital · AccumulatedOther Comprehensive Loss · AccumulatedDeficit · Total
Shares · Amount
$ · $ · $ · $ · $
Balance at December 31, 20241,387,367,70413812,087,908(148,988)(8,606,836)3,332,222
Issuance of shares reserved for share option exercises402,532—————
Exercise of options, ESPP and release of RSUs15,511,587263,874——63,876
Share-based compensation——95,478——95,478
Other comprehensive income———6,667—6,667
Net income————1,2701,270
Balance at March 31, 20251,403,281,82314012,247,260(142,321)(8,605,566)3,499,513
Balance at December 31, 20231,359,513,22413511,598,688(99,446)(7,962,050)3,537,327
Use of shares reserved for share option exercises(3,634,952)—————
Exercise of options, ESPP and release of RSUs3,646,097115,662——15,663
Share-based compensation——88,667——88,667
Deconsolidation of a subsidiary——2,052——2,052
Other comprehensive loss———(32,198)—(32,198)
Net loss————(251,150)(251,150)
Balance at March 31, 20241,359,524,36913611,705,069(131,644)(8,213,200)3,360,361

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”), except for number of shares and per share data)

  1. Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies

Description of business

BeiGene, Ltd. (the “Company”, “BeiGene”, “it”, “its”) is a leading global oncology company discovering and developing innovative treatments that are more accessible and affordable to cancer patients worldwide.

Since its inception in 2010, the Company has become a fully integrated global organization with more than 11,000 employees worldwide.

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2025 and 2024, and the related footnote disclosures are unaudited. The accompanying unaudited interim condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

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, assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, 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 and reported amounts of revenues and expenses. Actual results could differ from these estimates.

Recent accounting pronouncements

New accounting standards which have not yet been adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold; (2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received); and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This guidance should be applied on a prospective basis. Retrospective application is permitted. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements as the standard does not change the recognition or measurement of current and deferred income taxes and is currently evaluating the impact on the income tax disclosures.

Significant accounting policies

For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2024.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2025, as compared to the significant accounting policies described in the Annual Report.

  1. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2025 and December 31, 2024:

Quoted Price in Active Market for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
As of March 31, 2025(Level 1)(Level 2)(Level 3)
$$$
Cash equivalents
Money market funds756,296——
Other non-current assets (Note 4):
Equity securities with readily determinable fair values225——
Convertible debt instrument——8,482
Total756,521—8,482
Quoted Price in Active Market for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
As of December 31, 2024(Level 1)(Level 2)(Level 3)
$$$
Cash equivalents
Money market funds950,704——
Prepaid expenses and other current assets:
Convertible debt instrument——618
Other non-current assets (Note 4):
Equity securities with readily determinable fair values2,113168—
Convertible debt instrument——4,616
Total952,8171685,234

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consist of holdings in common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc. (“Leap”), a publicly-traded biotechnology company. The common stock investment is measured and carried at fair value and classified as a Level 1 investment. The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment. Refer to Note 4, Restricted Cash and Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.

The Company holds convertible notes issued by private biotech companies. The Company elected the fair value option method of accounting for the convertible notes. Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other income, net. The Company recorded net gains on fair value adjustment of $1,136 for the three months ended March 31, 2025. There wereno fair value adjustments for the three months ended March 31, 2024.

As of March 31, 2025 and December 31, 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature. Long-term debt 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.

  1. Collaborative and Licensing Arrangements

The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates. To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements. These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing. For detailed descriptions of each arrangement, see the Company’s Annual Report for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 27, 2025.

For the three months ended March 31, 2025, the Company’s collaboration revenue consisted primarily of royalty revenue under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement. For the three months ended March 31, 2024, collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2025 and 2024:

Three Months Ended
March 31,
20252024
Revenue from collaborators$$
Revenue from collaborators8,7494,734

In-Licensing Arrangements - Commercial

Amgen

During the three months ended March 31, 2025 and 2024, the Company recorded the following amounts related to its collaboration arrangement with Amgen. For a detailed description of the arrangement and related rights and obligation, see the Company’s Annual Report for the year ended December 31, 2024 filed on February 27, 2025.

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended
March 31,
20252024
$$
BeiGene’s portion of the development funding40,51926,620
Less: Amortization of research and development cost share liability19,81213,136
Research and development expense20,70713,484
As of
$
Remaining portion of development funding cap295,113

As of March 31, 2025 and December 31, 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

As of
March 31,December 31,
20252024
$$
Research and development cost share liability, current portion111,127111,154
Research and development cost share liability, non-current portion34,50154,286
Total research and development cost share liability145,628165,440

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three months ended March 31, 2025 and 2024 as follows:

Three Months Ended
March 31,
20252024
$$
Cost of sales - product7,4948,569
Research and development(512)(705)
Selling, general and administrative(23,948)(18,153)
Total(16,966)(10,289)

The Company purchases commercial inventory from Amgen to distribute in China. Inventory purchases amounted to $62,744 and $62,226 during the three months ended March 31, 2025 and 2024, respectively. Net amounts payable to Amgen was $96,997 and $116,563 as of March 31, 2025 and December 31, 2024, respectively.

In-Licensing Arrangements - Development

The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories. These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.

Upfront and milestone payments incurred under these arrangements for the three months ended March 31, 2025 and 2024 are set forth below. All upfront and development milestones were expensed to research and development expense. All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or term of the commercialization agreements.

Three Months Ended
March 31,
2025 · 2024
Payments due to collaboration partnersClassification$$
Upfront paymentsResearch and development expense—27
Development milestones incurredResearch and development expense—35,000
Total—35,027
  1. Restricted Cash and Investments

Restricted Cash

The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts as collateral for letters of credit. The Company classifies restricted cash as current or non-current based on the term of the restriction. Restricted cash as of March 31, 2025 and December 31, 2024 was as follows:

As of
March 31,December 31,
20252024
$$
Short-term restricted cash11,3339,312
Long-term restricted cash2,8472,025
Total14,18011,337

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from its offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors. As of March 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $461,560.

Investments in Equity Securities

The following table summarizes the Company’s investments in equity securities:

As of
March 31,December 31,
20252024
$$
Fair value of Leap common stock2252,113
Fair value of Leap warrants—168
Equity securities without readily determinable fair values
Pi Health, Inc. 240,79840,798
Other50,37048,157
Equity-method investments 321,26933,081
Total112,662124,317

1 Represents common stock and warrants to purchase additional shares of common stock of Leap. The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other income, net.

2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $38,063. The consideration received for the divestiture consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $40,798 and cash consideration of $1,000. The transaction resulted in a pre-tax gain of $3,735 recorded within other income, net during the three months ended March 31, 2024. The Company will account for its investment prospectively as a private equity security without a readily determinable fair value, and the divestiture was not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations.

3 In the first quarter of 2025, in connection with the wind-down of the operations and related financial obligations ofone of the Company’s equity-method investments, the investment’s fair value was assessed to bezero. The Company recognized an other-than-temporary impairment loss of $12,376 during the three months ended March 31, 2025, within unrealized losses from equity-method investments.

The following table summarizes unrealized losses related to investments in equity securities recorded in other income, net for the three months ended March 31, 2025 and 2024:

Three Months Ended
March 31,
20252024
$$
Equity securities with readily determinable fair values(2,056)(1,412)
Equity securities without readily determinable fair values—(797)
Equity-method investments(13,375)(856)
  1. Inventories, Net

The Company’s inventories, net consisted of the following:

As of
March 31,December 31,
20252024
$$
Raw materials177,308170,584
Work in process66,98060,118
Finished goods250,372264,284
Total inventories, net494,660494,986
  1. Property, Plant and Equipment, Net

Property, plant and equipment, net are recorded at cost and consisted of the following:

As of
March 31,December 31,
20252024
$$
Land65,48565,485
Building703,578607,857
Manufacturing equipment251,960244,255
Laboratory equipment250,019240,885
Leasehold improvement63,12964,680
Software, electronics and office equipment102,370100,348
Property, plant and equipment, at cost1,436,5411,323,510
Less: accumulated depreciation(427,945)(399,105)
Construction in progress589,992654,018
Property, plant and equipment, net1,598,5881,578,423

The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey. In the three months ended March 31, 2025, $99,160 of assets were placed into service. As of March 31, 2025, the Company had construction in progress of $421,727 related to the Hopewell facility, the majority of which will be put into service in 2025.

Depreciation expense was $31,614 and $24,110 for the three months ended March 31, 2025 and 2024, respectively.

  1. Intangible Assets

Intangible assets as of March 31, 2025 and December 31, 2024 are summarized as follows:

As of
March 31, 2025 · December 31, 2024
GrossGross
carryingAccumulatedIntangiblecarryingAccumulatedIntangible
amountamortizationassets, netamountamortizationassets, net
$$$$$$
Finite-lived intangible assets:
Developed products63,168(13,589)49,57962,889(12,370)50,519
Other8,987(8,427)5608,987(8,411)576
Total finite-lived intangible assets72,155(22,016)50,13971,876(20,781)51,095

Developed products represent post-approval milestone payments under license and commercialization agreements. The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements.

Amortization expense for developed products is included in cost of sales - product in the accompanying consolidated statements of operations. Amortization expense for other intangible assets is included in selling, general and administrative expense in the accompanying consolidated statements of operations.

The weighted-average life for each finite-lived intangible assets is approximately 11 years. Amortization expense was as follows:

Three Months Ended
March 31,
20252024
$$
Amortization expense - Cost of sales - product1,1731,183
Amortization expense - Selling, general and administrative17—
Total1,1901,183

As of March 31, 2025, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

Year Ending December 31,Cost of Sales - ProductSelling, General and AdministrativeTotal
$ · $ · $
2025 (remainder of year)3,526503,576
20264,700674,767
20274,700674,767
20284,700674,767
20294,700674,767
2030 and thereafter27,25324227,495
Total49,57956050,139
  1. Income Taxes

Income tax expense was $19,630 and $7,724 for the three months ended March 31, 2025 and 2024, respectively. The income tax expense for the three months ended March 31, 2025 and 2024 was primarily attributable to current U.S. tax expense determined after other special tax deductions and research and development tax credits, current Switzerland tax expense based on year to date earnings, current China tax expense due to certain non-deductible expenses, and other intercompany discrete adjustments.

On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance. In assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, as of March 31, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of March 31, 2025, the Company had gross unrecognized tax benefits of $17,575. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months. The Company’s reserve for uncertain tax positions increased by $336 in the three months ended March 31, 2025, primarily due to U.S. federal and state tax credits and incentives.

  1. Supplemental Balance Sheet Information

Prepaid expenses and other current assets consist of the following:

As of
March 31,December 31,
20252024
$$
Prepaid research and development costs44,12664,277
Other receivables28,73832,828
Prepaid taxes25,34723,792
Prepaid general and administrative expenses16,66121,253
Prepaid manufacturing cost13,79519,333
Short-term restricted cash11,3339,312
Prepaid insurance7,1426,242
Other current assets21,04015,882
Total168,182192,919

Other non-current assets consist of the following:

As of
March 31,December 31,
20252024
$$
Long-term investments121,144128,933
Prepaid supply cost12,23912,249
Rental deposits and other7,1738,481
Prepayment of property and equipment3,4265,927
Prepaid VAT3,0622,875
Long-term restricted cash2,8472,025
Total149,891160,490

Accrued expenses and other payables consist of the following:

As of
March 31,December 31,
20252024
$$
Revenue rebates and returns related259,944235,600
Compensation related132,249248,348
External research and development activities related91,579154,269
Individual income tax and other taxes80,90034,904
Commercial activities76,81577,530
Accrued general and administrative expenses32,13931,106
Other18,55321,956
Total692,179803,713

Other long-term liabilities consist of the following:

As of
March 31,December 31,
20252024
$$
Deferred government grant income29,83330,324
Pension liability16,32616,405
Asset retirement obligation3,8163,794
Other15,65416,212
Total65,62966,735
  1. Debt

The following table summarizes the Company’s short-term and long-term debt obligations as of March 31, 2025 and December 31, 2024:

Lender · Borrower · Term · Maturity Date · Note · As of
March 31, 2025 · December 31, 2024
$ · $
China Construction BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearJune 11, 2027116,53616,440
China Merchants BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearJanuary 20, 202928,6628,611
China Merchants BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearNovember 8, 202938,1888,148
China CITIC BankBeiGene (Suzhou) Co., Ltd.10-yearJuly 28, 203244,4791,384
China Merchants BankBeiGene, Ltd.1-year5380,000380,000
China Minsheng BankBeiGene, Ltd.1-yearDecember 16, 20256150,000150,000
China Industrial BankBeiGene, Ltd.364-dayMarch 27, 20257—92,475
China Merchants BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.1-yearJune 5, 2025855,12054,800
HSBC BankBeiGene, Ltd.1-yearMay 5, 2025946,85146,580
Shanghai Pudong Development BankBeiGene, Ltd.1-yearNovember 24, 20251093,63493,091
Total short-term debt763,470851,529
China Construction BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearJune 11, 2027141,34041,100
China Merchants BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearJanuary 20, 2029225,98527,987
China Merchants BankBeiGene Guangzhou Biologics Manufacturing Co., Ltd.9-yearNovember 8, 2029331,16633,020
China CITIC BankBeiGene (Suzhou) Co., Ltd.10-yearJuly 28, 2032461,66664,377
Total long-term debt160,157166,484

1 The credit facility offers a borrowing capacity of RMB 580,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 4.2% as of March 31, 2025. The loan is secured by BeiGene Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

2 The credit facility offers a borrowing capacity of RMB 350,000, denominated in RMB, and bears floating interest rates benchmarking against prevailing interest rates of financial institutions in the PRC. The loan interest rate was 3.7% as of March 31, 2025. The Company repaid $2,161 (RMB 15,715) during the three months ended March 31, 2025. The loan is secured by Guangzhou Factory’s second land use right and certain fixed assets.

3 The credit facility offers a borrowing capacity of RMB 378,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3% as of March 31, 2025. The Company repaid $2,054 (RMB 14,910) during the three months ended March 31, 2025. The loan is secured by fixed assets to be placed into service upon completion of the third phase of the Guangzhou manufacturing facility’s build out.

4 The credit facility offers a borrowing capacity of RMB 480,000, denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.6% as of March 31, 2025. The loan is secured by BeiGene (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

5 The working capital loan facility offers a borrowing capacity of up to $380,000, denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The loan interest rate was 6.2% as of March 31, 2025. $300,000 of the borrowings matures on December 17, 2025, and $80,000 matures on January 21, 2026.

6 The working capital loan facility offers a borrowing capacity of up to $150,000, denominated in USD. The loan interest rate was 6.8% as of March 31, 2025.

7 The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company repaid the principal during the three months ended March 31, 2025.

8 The working capital loan facility offers a borrowing capacity of up to of RMB 400,000, denominated in RMB. The loan interest rate was 3.0% as of March 31, 2025.

9 The working capital loan facility offers a borrowing capacity of up to RMB 340,000, denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The loan interest rate was 5.2% as of March 31, 2025.

10 The working capital loan facility offers a borrowing capacity of up to RMB 700,000, denominated in RMB. The loan interest rate was 2.9% as of March 31, 2025

The Company has numerous financial and non-financial covenants on its debt obligations with various banks and other lenders. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. However, the Company’s debt is primarily short-term in nature. Any acceleration would be a matter of months but may impact the Company’s ability to refinance debt obligations if an event of default occurs. As of March 31, 2025, the Company was in compliance with all covenants of its material debt agreements.

Interest Expense

Interest expense recognized for the three months ended March 31, 2025 and 2024 was $12,961 and $12,404, respectively, among which, $5,959 and $9,209 was capitalized, respectively. Interest paid for the three months ended March 31, 2025 and 2024, net of amounts capitalized, amounted to $6,247 and $2,269, respectively.

  1. Product Revenue

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA® and TEVIMBRA® in the U.S., China, EU, and other regions; XGEVA®, BLINCYTO®and KYPROLIS® in China under a license from Amgen; and POBEVCY®in China under a license from Bio-Thera.

The table below presents the Company’s net product revenue for the three months ended March 31, 2025 and 2024.

Three Months Ended
March 31,
20252024
$$
Product revenue – gross1,400,066944,464
Less: Rebates and sales returns(291,536)(197,546)
Product revenue – net1,108,530746,918

The following table disaggregates net product revenue by product for the three months ended March 31, 2025 and 2024:

Three Months Ended
March 31,
20252024
$$
BRUKINSA®791,664488,515
TEVIMBRA®171,164145,277
XGEVA®70,42343,381
BLINCYTO®23,90614,366
KYPROLIS®19,72814,111
POBEVCY®13,74516,633
Other17,90024,635
Total product revenue – net1,108,530746,918

The following table presents the roll-forward of accrued revenue rebates and returns for the three months ended March 31, 2025 and 2024:

Rebates, Returns and Other DeductionsContra AR AccrualsTotal
$ · $
Balance at December 31, 2024235,60050,699286,299
Accrual130,027161,509291,536
Payments(105,683)(177,050)(282,733)
Balance at March 31, 2025259,94435,158295,102
Balance at December 31, 2023139,93630,435170,371
Accrual104,44493,102197,546
Payments(58,103)(94,834)(152,937)
Balance at March 31, 2024186,27728,703214,980
  1. Earnings (Loss) Per Share/ADS

The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS:

Three Months Ended
March 31,
20252024
$$
Numerator:
Net income (loss)1,270(251,150)
Denominator:
Weighted-average shares outstanding—basic1,390,052,9661,355,547,626
Dilutive common share equivalents55,200,253—
Weighted-average shares outstanding—diluted1,445,253,2191,355,547,626
Antidilutive common share equivalents excluded from above1,408,376—
Earnings (loss) per share:
Basic0.00(0.19)
Diluted0.00(0.19)
Earnings (loss) per ADS:
Basic0.01(2.41)
Diluted0.01(2.41)

For the three months ended March 31, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.

For the three months ended March 31, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

Each ADS represents 13 ordinary shares. Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively.

  1. Share-Based Compensation Expense

Share Option and Incentive Plan

During the three months ended March 31, 2025, the Company granted options for 132,314 ordinary shares and restricted share units for 2,225,184 ordinary shares under the Company’s share option and incentive plan. As of March 31, 2025, options, restricted share units, and performance share units for ordinary shares outstanding totaled 58,342,609,81,602,677, and 2,131,090, respectively. As of March 31, 2025, share-based awards to acquire 84,560,865 ordinary shares were available for future grant under the Company’s share option and incentive plan.

Employee Share Purchase Plan

The Company’s employee share purchase plan (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 besix 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.

As of March 31, 2025,3,998,286 ordinary shares were available for future issuance under the ESPP.

The following table summarizes the shares issued under the ESPP:

Market Price1 · Purchase Price2
Issuance DateNumber of Ordinary Shares IssuedADSOrdinaryADSOrdinaryProceeds
February 28, 2025955,396$188.26$14.48$160.02$12.31$11,760
August 31, 20241,035,996$165.02$12.69$140.27$10.78$11,178
February 29, 20241,021,397$165.65$12.74$140.80$10.83$11,063

1 The market price is the lower of the closing price on the Nasdaq Stock Market on the issuance date or the offering date, in accordance with the terms of the ESPP.

2 The purchase price is the price which was discounted from the applicable market price, in accordance with the terms of the ESPP.

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2025 and 2024:

Three Months Ended
March 31,
20252024
$$
Research and development41,76738,045
Selling, general and administrative53,68450,669
Total95,45188,714
  1. Accumulated Other Comprehensive Loss

The movement of accumulated other comprehensive loss was as follows:

Foreign Currency · Pension
Translation · Liability
AdjustmentsAdjustmentsTotal
$$$
Balance as of December 31, 2024(135,552)(13,436)(148,988)
Other comprehensive income before reclassifications6,441—6,441
Amounts reclassified from accumulated other comprehensive loss—226226
Net-current period other comprehensive income6,4412266,667
Balance as of March 31, 2025(129,111)(13,210)(142,321)
  1. Restricted Net Assets

The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the condensed consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.

In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the board of directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits.

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 regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of March 31, 2025 and December 31, 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $1,793,330 and $1,709,961, respectively.

  1. Commitments and Contingencies

Purchase Commitments

As of March 31, 2025, the Company had non-cancellable purchase commitments amounting to $152,905, of which $30,998 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $121,907 related to binding purchase obligations of inventory from Amgen. The Company does not have any minimum purchase requirements for inventory from Amgen.

Capital Commitments

The Company had capital commitments amounting to $56,293 for the acquisition of property, plant and equipment as of March 31, 2025, related to various facilities across the globe, including the manufacturing and clinical R&D campus in Hopewell, New Jersey.

Co-Development Funding Commitment

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global development costs for the Amgen oncology pipeline assets up to a total cap of $1,250,000. The Company is funding its portion of the co-development costs by contributing cash and/or development services. As of March 31, 2025, the Company’s remaining co-development funding commitment was $295,113.

Funding Commitment

The Company had committed capital related totwo equity-method investments in the amount of $15,053. As of March 31, 2025, the remaining capital commitment was $5,904 and is expected to be paid from time to time over the investment period.

  1. Segment and Geographic Information

The Company operates inone segment: pharmaceutical products. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance and allocates resources on a consolidated basis.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net income (loss). Significant segment expenses reviewed by the CODM on a regular basis included within net income (loss) include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s Consolidated Statements of Operations. Other segment items within net income (loss) include interest income, net, other income, net and income tax expense.

The Company’s long-lived assets are primarily located in the U.S. and China.

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 revenues by geographic area are presented as follows:

Three Months Ended
March 31,
20252024
$$
U.S. - total revenue567,211351,456
Product revenue563,348351,456
Collaboration revenue3,863—
China - total revenue399,592320,376
Product revenue396,362315,662
Collaboration revenue3,2304,714
Europe - total revenue118,55466,860
Product revenue116,89866,840
Collaboration revenue1,65620
Rest of world - total revenue31,92212,960
Product revenue31,92212,960
Collaboration revenue——
Total Revenue1,117,279751,652
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.