Item 1.01 Entry into a Material Definitive Agreement.
As a consequence of BeiGene, Ltd.'s (BeiGene) ongoing growth, effective
Item 2.02 Results of Operations and Financial Condition.
Fourth Quarter 2022 Earnings Press Release and Reconciliation of Non-GAAP Financial Measures
On
In its press release the Company included certain non-
The Company believes that this presentation of non-GAAP financial measures provides useful supplementary information to and facilitates additional analysis by investors. The Company uses certain non-GAAP financial measures to enhance an investor's overall understanding of the financial performance and prospects for the future of the Company's ongoing business activities by facilitating comparisons of results of ongoing business operations among current, past and future periods. The Company believes that FCF provides a further measure of the Company's liquidity. The Company believes that Total Revenues and Product Sales Adjusted for Foreign Currency Exchange Rate Impact provides supplementary information on the Company's product sales performance by excluding changes in foreign currency exchange rates between comparative periods. Further, the Company believes its debt leverage ratio provides an important ongoing operating metric as it compares the amount of cash generated by our operations during a given period relative to our debt obligations outstanding for the same period. The Company uses non-GAAP financial measures in connection with its own budgeting and financial planning internally to evaluate the performance of the business, including to allocate resources and to evaluate results relative to incentive compensation targets. The non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
The following is a summary of the costs and other items excluded from the most directly comparable GAAP financial measures to calculate non-GAAP financial measures:
•Acquisition-related expenses: Acquisition-related charges are primarily associated with intangible assets acquired in connection with business acquisitions. Such charges include amortization of developed-product-technology rights, licensing rights, R&D technology rights, and marketing-related rights, as well as impairments of in-process R&D assets. Charges for purchased intangible assets are significantly impacted by the timing and magnitude of the Company's acquisitions and potential product approvals as they relate to in-process R&D projects acquired. Accordingly, these charges may vary in amount from period to period. The Company excludes these charges for purposes of calculating the non-GAAP financial measures presented to facilitate a more meaningful evaluation of the Company's current operating performance and comparisons to past operating performance. The Company believes that excluding the noncash charges related to those intangible assets acquired in business acquisitions treats those assets as if the Company had developed them internally in the past and, thus, provides a supplemental measure of profitability in which the Company's acquired intellectual property is treated in a comparable manner to its internally-developed-intellectual property.
--------------------------------------------------------------------------------
•Net charges pursuant to the Company's costs savings initiatives: Costs from cost savings initiatives are primarily related to facilities charges, including accelerated depreciation, and severance and benefits for employees terminated pursuant to our transformation and process improvement efforts. Costs from such initiatives are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although the Company may incur these types of expenses in the future, it believes that eliminating these charges for purposes of calculating the non-GAAP financial measures provides a supplemental evaluation of the Company's current operating performance and facilitates comparisons to past operating performance.
•Other items: The Company adjusts GAAP financial results for certain income and expenses (or gains and losses). These adjustments include (1) certain items from investment transactions, including amortization and impairments from the basis difference that arises from certain equity method investments and certain gains and losses on our investments in equity securities that are recorded to other income and expense; (2) the impact of nonstrategic divestitures, which includes cumulative foreign currency translation adjustments; (3) certain items associated with judgments and/or settlements for legal proceedings discussed in our filings; and (4) amortization of the bridge credit facility fee associated with our proposed acquisition of Horizon Therapeutics plc (Horizon) that is recorded to interest expense. The Company excludes these items for the purpose of calculating the non-GAAP financial measures presented because the Company believes these items are outside the ordinary course of business. The Company believes eliminating these items provides a supplemental evaluation of the Company's current operating performance and facilitates comparisons to past operating performance.
•The tax effect of the adjustments between GAAP and non-GAAP results take into
account the tax treatment and related tax rate(s) that apply to each adjustment
in the applicable tax jurisdiction(s). Generally, this results in a tax impact
at the
The press release also contains a discussion of the additional purposes for which the Company's management uses these non-GAAP financial measures.
Presentation of Non-GAAP Financial Results to Reflect Updated Non-GAAP Policy
Beginning with the first quarter of 2022, the Company has modified its
presentation of non-GAAP results and no longer excludes any upfront or milestone
payments for licensing or collaboration agreements (regardless of the dollar
amount), asset acquisitions of pre-approval, in-process R&D assets, or premiums
paid on equity investments to the extent that such premiums are expensed as part
of an upfront payment, from its non-GAAP measures. This change in our non-GAAP
policy does not affect the Company's non-GAAP results for the three months and
year ended
This information and the information contained in the press release and recast presentation of the Company's 2021 non-GAAP financial results shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report is not incorporated by reference into any filings of the Company made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.
Item 8.01 Other Events.
On
--------------------------------------------------------------------------------
Responsibility Statement Required by the Irish Takeover Rules
The directors of the Company accept responsibility for the information contained in this Item 8.01. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Item 8.01 is in accordance with the facts and does not omit anything likely to affect the import of such information.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements may be identified by
words like "believe," "expect," "preliminary," "scheduled," and similar words.
These forward-looking statements are based on our beliefs, assumptions and
estimates using information available to us at the time and are not intended to
be guarantees of future events or performance. These forward-looking statements
include, among other things, statements regarding the Company's expectations
regarding the timing for the completion of the Transaction. Such forward-looking
statements involve risks and uncertainties that could cause actual results to
differ from predicted results. These risks and uncertainties include market
conditions and other factors beyond the Company's control and the economic,
competitive, governmental, technological and other factors identified under the
heading "Risk Factors" included in Item 1A of the Company's Annual Report on
Form 10-K for the year ended
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 10.1 Amendment No. 3 to Share Purchase Agreement, datedJanuary 30, 2023 , by and among BeiGene, Ltd. andAmgen Inc. 99.1 Press Release datedJanuary 31, 2023 99.2 Recast of 2021 Non-GAAP Financial Information As Reported to Reflect Updated Non-GAAP Policy 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source