Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | ACORDA THERAPEUTICS INC | ||
Entity Central Index Key | 1,008,848 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 518,498,297 | ||
Entity Common Stock, Shares Outstanding | 46,407,850 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ACOR |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 158,537 | $ 153,204 |
Restricted cash | 79 | 6,032 |
Short-term investments | 200,101 | |
Trade accounts receivable, net of allowances of $964 and $884, as of December 31, 2016 and 2015, respectively | 52,239 | 31,466 |
Prepaid expenses | 12,907 | 16,079 |
Finished goods inventory held by the Company | 43,135 | 36,476 |
Other current assets | 5,760 | 7,959 |
Total current assets | 272,657 | 451,317 |
Property and equipment, net of accumulated depreciation | 34,310 | 40,204 |
Goodwill | 280,599 | 183,636 |
Deferred tax asset | 4,400 | 2,128 |
Intangible assets, net of accumulated amortization | 742,242 | 430,856 |
Non-current portion of deferred cost of license revenue | 2,272 | 2,906 |
Other assets | 5,855 | 247 |
Total assets | 1,342,335 | 1,111,294 |
Current liabilities: | ||
Accounts payable | 26,933 | 14,233 |
Accrued expenses and other current liabilities | 104,890 | 66,133 |
Current portion of deferred license revenue | 9,057 | 9,057 |
Current portion of loans payable | 6,256 | 25 |
Current portion of convertible notes payable | 765 | 1,144 |
Total current liabilities | 147,901 | 90,592 |
Convertible senior notes (due 2021) | 299,395 | 290,420 |
Acquired contingent consideration | 72,100 | 63,500 |
Non-current portion of deferred license revenue | 32,456 | 41,513 |
Non-current portion of loans payable | 24,635 | |
Non-current portion of convertible notes payable | 1,107 | |
Deferred tax liability | 92,807 | 12,146 |
Other non-current liabilities | 8,830 | 8,991 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value. Authorized 80,000,000 shares at December 31, 2016 and 2015; issued and outstanding 45,680,042 and 42,999,377 shares, including those held in treasury, as of December 31, 2016 and 2015, respectively | 46 | 43 |
Treasury stock at cost (12,420 shares at December 31, 2016 and 2015, respectively) | (329) | (329) |
Additional paid-in capital | 921,365 | 812,782 |
Accumulated deficit | (243,970) | (209,352) |
Accumulated other comprehensive loss | (12,901) | (119) |
Total stockholders’ equity | 664,211 | 603,025 |
Total liabilities and stockholders’ equity | $ 1,342,335 | $ 1,111,294 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowances (in dollars) | $ 964 | $ 884 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, Authorized shares | 80,000,000 | 80,000,000 |
Common stock, issued shares | 45,680,042 | 42,999,377 |
Common stock, outstanding shares | 45,680,042 | 42,999,377 |
Treasury stock, shares | 12,420 | 12,420 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Net product revenues | $ 493,358 | $ 466,111 | $ 373,292 |
Royalty revenues | 17,186 | 17,492 | 19,131 |
License revenue | 9,057 | 9,057 | 9,057 |
Total net revenues | 519,601 | 492,660 | 401,480 |
Costs and expenses: | |||
Cost of sales | 107,475 | 92,297 | 79,981 |
Cost of milestone and license revenue | 634 | 634 | 634 |
Research and development | 203,437 | 149,209 | 73,470 |
Selling, general and administrative | 235,437 | 205,630 | 201,813 |
Asset impairment | 6,991 | ||
Changes in fair value of acquired contingent consideration | 8,600 | 10,900 | 2,200 |
Total operating expenses | 555,583 | 458,670 | 365,089 |
Operating (loss) income | (35,982) | 33,990 | 36,391 |
Other expense (net): | |||
Interest and amortization of debt discount expense | (16,527) | (15,472) | (9,288) |
Interest income | 339 | 440 | 674 |
Other income | 9,902 | 411 | 232 |
Total other expense (net) | (6,286) | (14,621) | (8,382) |
(Loss) income before taxes | (42,268) | 19,369 | 28,009 |
Benefit from (provision for) income taxes | 6,665 | (8,311) | (10,337) |
Net (loss) income | (35,603) | 11,058 | 17,672 |
Net loss attributable to non-controlling interest | 985 | ||
Net (loss) income attributable to Acorda Therapeutics, Inc. | $ (34,618) | $ 11,058 | $ 17,672 |
Net (loss) income per share—basic | $ (0.76) | $ 0.26 | $ 0.43 |
Net (loss) income per share—diluted | $ (0.76) | $ 0.25 | $ 0.42 |
Weighted average common shares outstanding used in computing net (loss) income per share—basic | 45,259 | 42,230 | 41,150 |
Weighted average common shares outstanding used in computing net (loss) income per share—diluted | 45,259 | 43,621 | 42,544 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (35,603,000) | $ 11,058,000 | $ 17,672,000 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (12,901,000) | 0 | |
Unrealized losses on available-for-sale securities, net of tax | (45,000) | (111,000) | |
Reclassification of net losses to net income | (119,000) | ||
Other comprehensive (loss) income, net of tax | (12,782,000) | (45,000) | (111,000) |
Comprehensive (loss) income attributable to Acorda Therapeutics, Inc. | (48,385,000) | $ 11,013,000 | $ 17,561,000 |
Comprehensive loss attributable to noncontrolling interests. | $ (110,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Private Placement | Common stock | Common stockPrivate Placement | Treasury stock | Additional paid-in capital | Additional paid-in capitalPrivate Placement | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling Interest |
Balance at Dec. 31, 2013 | $ 440,353 | $ 41 | $ (329) | $ 678,686 | $ (238,082) | $ 37 | ||||
Balance (in shares) at Dec. 31, 2013 | 40,896 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Compensation expense for issuance of stock options to employees | 21,910 | 21,910 | ||||||||
Compensation expense for issuance of restricted stock to employees | 7,527 | 7,527 | ||||||||
Compensation expense for issuance of restricted stock to employees (in shares) | 242 | |||||||||
Exercise of stock options | 16,015 | $ 1 | 16,014 | |||||||
Exercise of stock options (in shares) | 746 | |||||||||
Equity component of the convertible notes, issuance, net | 37,795 | 37,795 | ||||||||
Debt issuance costs | (1,277) | (1,277) | ||||||||
Excess tax benefit from (charges for) share-based compensation arrangements | 371 | 371 | ||||||||
Other comprehensive loss, net of tax | (111) | (111) | ||||||||
Net (loss) income | 17,672 | 17,672 | ||||||||
Balance at Dec. 31, 2014 | 540,255 | $ 42 | (329) | 761,026 | (220,410) | (74) | ||||
Balance (in shares) at Dec. 31, 2014 | 41,884 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Compensation expense for issuance of stock options to employees | 25,026 | 25,026 | ||||||||
Compensation expense for issuance of restricted stock to employees | 8,441 | 8,441 | ||||||||
Compensation expense for issuance of restricted stock to employees (in shares) | 244 | |||||||||
Exercise of stock options | 18,096 | $ 1 | 18,095 | |||||||
Exercise of stock options (in shares) | 871 | |||||||||
Excess tax benefit from (charges for) share-based compensation arrangements | 194 | 194 | ||||||||
Other comprehensive loss, net of tax | (45) | (45) | ||||||||
Net (loss) income | 11,058 | 11,058 | ||||||||
Balance at Dec. 31, 2015 | 603,025 | $ 43 | (329) | 812,782 | (209,352) | (119) | ||||
Balance (in shares) at Dec. 31, 2015 | 42,999 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Compensation expense for issuance of stock options to employees | 28,090 | 28,090 | ||||||||
Compensation expense for issuance of restricted stock to employees | 8,296 | 8,296 | ||||||||
Compensation expense for issuance of restricted stock to employees (in shares) | 236 | |||||||||
Exercise of stock options | 3,427 | 3,427 | ||||||||
Exercise of stock options (in shares) | 194 | |||||||||
Excess tax benefit from (charges for) share-based compensation arrangements | (13) | (13) | ||||||||
Private placement, net of issuance costs | $ 72,091 | $ 3 | $ 72,088 | |||||||
Private placement, net of issuance costs (in shares) | 2,251 | |||||||||
Acquisition of subsidiary | 25,736 | $ 25,736 | ||||||||
Purchase of noncontrolling interest | (27,946) | (3,305) | (24,641) | |||||||
Other comprehensive loss, net of tax | (12,892) | (12,782) | (110) | |||||||
Net (loss) income | (35,603) | (34,618) | $ (985) | |||||||
Balance at Dec. 31, 2016 | $ 664,211 | $ 46 | $ (329) | $ 921,365 | $ (243,970) | $ (12,901) | ||||
Balance (in shares) at Dec. 31, 2016 | 45,680 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (35,603) | $ 11,058 | $ 17,672 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Recognition of deferred product revenue - Zanaflex | (22,186) | ||
Share-based compensation expense | 36,386 | 33,467 | 29,437 |
Amortization of net premiums and discounts on investments | 467 | 3,366 | 3,571 |
Amortization of debt discount and debt issuance costs | 9,717 | 8,562 | 4,291 |
Amortization of revenue interest issuance cost | 15 | 27 | |
Depreciation and amortization expense | 21,582 | 15,012 | 8,473 |
Intangible asset impairment | 6,991 | ||
Changes in fair value of acquired contingent consideration | 8,600 | 10,900 | 2,200 |
Realized gain on foreign currency transaction | 9,856 | ||
Gain on put/call liability | (147) | ||
Deferred tax (benefit) provision | (11,190) | 3,975 | 6,681 |
Excess tax charge (benefit) from share-based compensation arrangements | 15 | (194) | (371) |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | (19,965) | 744 | (1,427) |
Decrease (increase) in prepaid expenses and other current assets | 6,904 | (998) | (4,083) |
Increase in inventory held by the Company | (6,660) | (10,220) | (721) |
Decrease in inventory held by others | 581 | 56 | |
Decrease in non-current portion of deferred cost of license revenue | 634 | 634 | 634 |
Decrease in other assets | 34 | 34 | 34 |
Increase (decrease) in accounts payable, accrued expenses and other current liabilities | 37,625 | (825) | 13,180 |
(Decrease) increase in revenue interest liability interest payable | (374) | 108 | |
Decrease in non-current portion of deferred license revenue | (9,057) | (9,057) | (9,057) |
Increase (decrease) in other non-current liabilities | 16 | (198) | (301) |
Decrease in deferred product revenue—Zanaflex | (989) | (2,670) | |
Decrease (increase) in restricted cash | 5,698 | (4,826) | 71 |
Net cash provided by operating activities | 35,347 | 38,481 | 74,649 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (6,192) | (5,921) | (5,084) |
Purchases of intangible assets | (893) | (1,145) | (2,699) |
Acquisitions, net of cash received and gain on foreign currency transaction | (266,454) | (476,151) | |
Purchases of investments | (40,215) | (434,670) | (580,381) |
Proceeds from maturities of investments | 239,966 | 356,500 | 770,490 |
Net cash used in investing activities | (73,786) | (85,236) | (293,825) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes | 345,000 | ||
Debt issuance costs | (1,587) | (7,516) | |
Proceeds from issuance of common stock and option exercises | 75,520 | 18,096 | 16,015 |
Purchase of non-controlling interest | (27,946) | ||
Excess tax charge (benefit) from share-based compensation arrangements | (15) | 194 | 371 |
Repayments of revenue interest liability | (41) | (501) | (562) |
Net cash provided by financing activities | 45,931 | 17,789 | 353,308 |
Effect of exchange rate changes on cash and cash equivalents | (2,159) | ||
Net increase (decrease) in cash and cash equivalents | 5,333 | (28,966) | 134,133 |
Cash and cash equivalents at beginning of period | 153,204 | 182,170 | 48,037 |
Cash and cash equivalents at end of period | 158,537 | 153,204 | 182,170 |
Supplemental disclosure: | |||
Cash paid for interest | 6,059 | 7,218 | 4,522 |
Cash paid for taxes | $ 4,250 | $ 4,697 | $ 4,392 |
Organization and Business Activ
Organization and Business Activities | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Activities | (1) Organization and Business Activities Acorda Therapeutics, Inc. (“Acorda” or the “Company”) is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders. The management of the Company is responsible for the accompanying audited consolidated financial statements and the related information included in the notes to the consolidated financial statements. In the opinion of management, the audited consolidated financial statements reflect all adjustments, including normal recurring adjustments necessary for the fair presentation of the Company's financial position and results of operations and cash flows for the periods presented. Certain reclassifications were made to prior period amounts in the consolidated financial statements and accompanying notes to conform with the current presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) and include the results of operations of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include share‑based compensation accounting, which are largely dependent on the fair value of the Company’s equity securities, measurement of changes in the fair value of acquired contingent consideration which is based on a probability weighted discounted cash flow valuation methodology and valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. Actual results could differ from those estimates. Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalents are held in highly rated securities including a Treasury money market fund and U.S. Treasury bonds, which are unrestricted as to withdrawal or use. To date, the Company has not experienced any losses on its cash and cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. We maintain cash balances in excess of insured limits. We do not anticipate any losses with respect to such cash balances. Restricted Cash Restricted cash represents a bank account with funds to cover the Company’s self-funded employee health insurance. At December 31, 2016, the Company also held $0.3 million of restricted cash related to cash collateralized standby letters of credit in connection with obligations under facility leases, which is included with other assets in the consolidated balance sheet due to the long-term nature of the letters of credit. (see Note 8). Investments Short-term investments consist of U.S. Treasury bonds. The Company classifies marketable securities available to fund current operations as short-term investments in current assets on its consolidated balance sheets. Marketable securities are classified as long-term investments in long-term assets on the consolidated balance sheets if the Company has the ability and intent to hold them and such holding period is longer than one year. The Company classifies its short-term investments as available-for-sale. Available-for-sale securities are recorded at the fair value of the investments based on quoted market prices. Unrealized holding gains and losses on available-for-sale securities, which are determined to be temporary, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss. Premiums and discounts on investments are amortized over the life of the related available-for-sale security as an adjustment to yield using the effective‑interest method. Dividend and interest income are recognized when earned. Amortized premiums and discounts, dividend and interest income are included in interest income. Realized gains and losses are included in other income. Other Comprehensive (Loss) Income The Company’s other comprehensive (loss) income is comprised of unrealized gains and losses on available-for-sale securities and adjustments for foreign currency translation and is recorded and presented net of income tax. There was no income tax allocated to the foreign currency translation adjustment in Other Comprehensive (Loss) Income for the period ended December 31, 2016. The cumulative foreign currency translation adjustment reported in Other Comprehensive (Loss) Income was $12.9 million for the period ended December 31, 2016. There was no foreign currency translation adjustment reported in Other Comprehensive (Loss) Income for the period ended December 31, 2015 Inventory Inventory is stated at the lower of cost or market value and includes amounts for Ampyra, Zanaflex tablet, Zanaflex Capsule and Qutenza inventories and is recorded at its net realizable value. The Company capitalizes inventory costs associated with the Company's products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Cost is determined using the first-in, first-out method (FIFO) for all inventories. The Company establishes reserves as necessary for obsolescence and excess inventory. Ampyra The cost of Ampyra inventory manufactured by Alkermes plc (Alkermes) is based on agreed upon pricing with Alkermes. In the event Alkermes does not manufacture the products, Alkermes is entitled to a compensating payment for the quantities of product provided by Patheon, the Company’s alternative manufacturer. This compensating payment is included in the Company’s inventory balances. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to seven years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of the Company’s business acquisitions accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. See Note 4 for a discussion of goodwill. Intangible Assets The Company has finite lived intangible assets related to Selincro, Ampyra, and for certain website development costs. These intangible assets are amortized on a straight line basis over the period in which the Company expects to receive economic benefit and are reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The determination of the expected life will be dependent upon the use and underlying characteristics of the intangible asset. In the Company’s evaluation of the intangible assets, it considers the term of the underlying asset life and the expected life of the related product line. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. The Company also has indefinite lived intangible assets for the value of acquired in-process research and development related to CVT-301, tozadenant, SYN120 and BTT1023. The Company reviews the carrying value of indefinite lived intangible assets annually and whenever indicators of impairment are present. See also “In-Process Research and Development” and Note 4 for discussion on intangible assets. Contingent Consideration The Company may record contingent consideration as part of the cost of business acquisitions. Contingent consideration is recognized at fair value as of the date of acquisition and recorded as a liability on the consolidated balance sheet. The contingent consideration is re-valued on a quarterly basis using a probability weighted discounted cash-flow approach until fulfillment or expiration of the contingency. Changes in the fair value of the contingent consideration are recognized in the statement of operations. See Note 12 for discussion on the Alkermes ARCUS agreement. Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets may warrant revision or that the carrying value of the assets may be impaired. The Company evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related assets. Any write‑downs are treated as permanent reductions in the carrying amount of the assets. Patent Costs Patent application and maintenance costs are expensed as incurred. Research and Development Research and development expenses include the costs associated with the Company’s internal research and development activities, including salaries and benefits, occupancy costs, and research and development conducted for it by third parties, such as contract research organizations (CROs), sponsored university-based research, clinical trials, contract manufacturing for its research and development programs, and regulatory expenses. In addition, research and development expenses include the cost of clinical trial drug supply shipped to the Company’s clinical study vendors. For those studies that the Company administers itself, the Company accounts for its clinical study costs by estimating the patient cost per visit in each clinical trial and recognizes this cost as visits occur, beginning when the patient enrolls in the trial. This estimated cost includes payments to the trial site and patient-related costs, including laboratory costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, and the length of the treatment period for each patient. For those studies for which the Company uses a CRO, the Company accounts for its clinical study costs according to the terms of the CRO contract. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. As actual costs become known to the Company, it adjusts the accrual; such changes in estimate may be a material change in its clinical study accrual, which could also materially affect its results of operations. All research and development costs are expensed as incurred except when accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. These payments are capitalized at the time of payment and expensed ratably over the period the research and development activity is performed. In-Process Research and Development The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects will be further developed or have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method”, and uses estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. IPR&D intangible assets that are determined to have had a drop in their fair value are adjusted downward and an expense is recognized in the statement of operations. These assets are tested at least annually or sooner when a triggering event occurs that could indicate a potential impairment. Accounting for Income Taxes The Company provides for income taxes in accordance with ASC Topic 740 (ASC 740). Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance for the amounts of any tax benefits which, more likely than not, will not be realized. In determining whether a tax position is recognized for financial statement purposes, a two-step process is utilized whereby the threshold for recognition is a more likely-than-not test that the tax position will be sustained upon examination and the tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Revenue Recognition Ampyra Ampyra is available only through a network of specialty pharmacy providers that provide the medication to patients by mail; Kaiser Permanente, which distributes Ampyra to patients through a closed network of on-site pharmacies; and ASD Specialty Healthcare, Inc. (an AmerisourceBergen affiliate), which distributes Ampyra to the U.S. Bureau of Prisons, the U.S. Department of Defense, the U.S. Department of Veterans Affairs, or VA, and other federal agencies. Ampyra is not available in retail pharmacies. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, and the amount of returns can be reasonably estimated and collectability is reasonably assured. The Company recognizes product sales of Ampyra following shipment of product to a network of specialty pharmacy providers, Kaiser Permanente, and ASD Specialty Healthcare, Inc. The specialty pharmacy providers, Kaiser Permanente, and ASD Specialty Healthcare, Inc. are contractually obligated to hold no more than an agreed number of days of inventory, ranging from 10 to 30 days. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated discounts, rebates, and chargebacks. These allowances are recorded for cash consideration given by a vendor to a customer that is presumed to be a reduction of the selling prices of the vendor’s products or services and, therefore, are characterized as a reduction of revenue. At the time product is shipped to specialty pharmacies, Kaiser Permanente and ASD Specialty Healthcare, Inc., an adjustment is recorded for estimated discounts, rebates, and chargebacks. These allowances are established by management as its best estimate based on available information and will be adjusted to reflect known changes in the factors that impact such allowances. Allowances for discounts, rebates, and chargebacks are established based on the contractual terms with customers, historical trends, communications with customers and the levels of inventory remaining in the distribution channel, as well as expectations about the market for the product and anticipated introduction of competitive products. Product shipping and handling costs are included in cost of sales. The Company does not accept returns of Ampyra with the exception of product damages that occur during shipping. Zanaflex The Company applies the revenue recognition guidance in Accounting Standards Codification (ASC) 605-15-25, which among other criteria requires that future returns can be reasonably estimated in order to recognize revenue. Prior to the three-month period ended September 30, 2015, the Company accounted for Zanaflex tablet and capsule (Zanaflex products) shipments using a deferred revenue recognition model (sell-through). Under the deferred revenue recognition model, the Company did not recognize revenue upon product shipment. For product shipments, the Company invoiced the wholesaler, recorded deferred revenue at gross invoice sales price, and classified the cost basis of the product held by the wholesaler as a separate component of inventory. The Company recognized revenue when prescribed to the end-user, on a first-in first-out (FIFO) basis. The Company’s revenue to be recognized was based on the estimated prescription demand, based on pharmacy sales for its products using third-party information, including third-party market research data. The Company’s sales and revenue recognition reflected the Company’s estimate of actual product prescribed to the end-user. Beginning in the third quarter of 2015, the Company is recognizing sales for Zanaflex products when the product is shipped to its wholesale distributors (sell-in), as the Company believes there is now sufficient history to reasonably estimate expected returns. For the three-month period ended September 30, 2015, the Company recognized a one-time increase in net revenue of $22.2 million, representing previously deferred product sales as of June 30, 2015, net of an allowance for estimated returns. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated discounts, rebates, chargebacks and returns. Qutenza Qutenza is distributed in the U.S. by Besse Medical, Inc., a specialty distributor that furnishes the medication to physician offices; and by ASD Specialty Healthcare, Inc., a specialty distributor that furnishes the medication to hospitals and clinics. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, and the amount of returns can be reasonably estimated and collectability is reasonably assured. This means that, for Qutenza, the Company recognizes product sales following shipment of product to its specialty distributors. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated rebates, chargebacks, and returns. Milestones and royalties In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (FASB) guidance on the milestone method of revenue recognition. At the inception of a collaboration agreement the Company evaluates if payments are substantive. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonably relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. Collaborations The Company recognizes collaboration revenues and expenses by analyzing each element of the agreement to determine if it shall be accounted for as a separate element or single unit of accounting. If an element shall be treated separately for revenue recognition purposes, the revenue recognition principles most appropriate for that element are applied to determine when revenue shall be recognized. If an element shall not be treated separately for revenue recognition purposes, the revenue recognition principles most appropriate for the bundled group of elements are applied to determine when revenue shall be recognized. Payments received in excess of revenues recognized are recorded as deferred revenue until such time as the revenue recognition criteria have been met. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments in cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains cash, cash equivalents, restricted cash and short-term investments with approved financial institutions. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution. The Company does not own or operate, and currently does not plan to own or operate, facilities for production and packaging of Ampyra or its other commercial products, Zanaflex Capsules, Zanaflex tablets or Qutenza. It relies and expects to continue to rely on third parties for the production and packaging of its commercial products and clinical trial materials for all of its products except CVT-301. The Company leases a manufacturing facility in Chelsea, Massachusetts which produces CVT-301 for clinical trials and eventually will produce commercial supply, if approved. The Company relies primarily on Alkermes for its supply of Ampyra. Under its supply agreement with Alkermes, the Company is obligated to purchase at least 75% of its yearly supply of Ampyra from Alkermes, and it is required to make compensatory payments if it does not purchase 100% of its requirements from Alkermes, subject to certain specified exceptions. The Company and Alkermes have agreed that the Company may purchase up to 25% of its annual requirements from Patheon, a mutually agreed-upon second manufacturing source, with compensatory payment. The Company and Alkermes also rely on a single third-party manufacturer, Regis, to supply dalfampridine, the active pharmaceutical ingredient, or API, in Ampyra. If Regis experiences any disruption in their operations, a delay or interruption in the supply of Ampyra product could result until Regis cures the problem or it locates an alternate source of supply. The Company’s principal direct customers as of December 31, 2016 were a network of specialty pharmacies, Kaiser Permanente, and ASD Specialty Healthcare, Inc. for Ampyra, wholesale pharmaceutical distributors for Zanaflex Capsules and Zanaflex tablets, and two specialty distributors for Qutenza. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Three customers individually accounted for more than 10% of the Company’s revenue in 2016 and 2015 and four customers individually accounted for more than 10% of the Company’s revenue in 2014. Three customers individually accounted for more than 10% of the Company’s accounts receivable as of December 31, 2016 and 2015, respectively. The Company’s net product revenues are generated in the U.S. Allowance for Cash Discounts An allowance for cash discounts is accrued based on historical usage rates at the time of product shipment. The Company adjusts accruals based on actual activity as necessary. Cash discounts are typically settled with customers within 30 days after the end of each calendar month. The Company had cash discount allowances of $5.7 million and $5.1 million for the years ended December 31, 2016 and 2015, respectively. The Company’s accruals for cash discount allowances were $0.6 million and $0.5 million as of December 31, 2016 and 2015, respectively. Allowance for Doubtful Accounts A portion of the Company’s accounts receivable may not be collected due principally to customer disputes. The Company provides reserves for these situations based on the evaluation of the aging of its trade receivable portfolio and an analysis of high-risk customers. The Company has not historically experienced material losses related to credit risk. The Company has recognized an allowance related to one customer of approximately $0.4 million as of December 31, 2016 and December 31, 2015. For the year ended December 31, 2016 and 2015, the Company recorded no provision and did not record any write-offs. Contingencies The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation expenses are expensed as incurred. Fair Value of Financial Instruments The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Significant differences can arise between the fair value and carrying amounts of financial instruments that are recognized at historical cost amounts. The Company considers that fair value should be based on the assumptions market participants would use when pricing the asset or liability. The following methods are used to estimate the fair value of the Company’s financial instruments: (a) Cash equivalents, grants receivable, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments; (b) Available-for-sale securities are recorded based primarily on quoted market prices; (c) Acquired contingent consideration related to the Civitas acquisition is measured at fair value using a probability weighted, discounted cash flow approach; (d) Convertible Senior Notes were measured at fair value based on market quoted prices of debt securities with similar terms and maturities using other observable inputs; and (e) Capital and R&D loans were measured at fair value based on a discounted cash flow approach. Earnings per Share Basic net income (loss) per share and diluted net income per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method), the vesting of restricted stock and the potential dilutive effects of the conversion option on the Company’s convertible debt. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. See Note 14 for discussion on earnings (loss) per share. Share‑based Compensation The Company has various share‑based employee and non-employee compensation plans, which are described more fully in Note 7. The Company accounts for stock options and restricted stock granted to employees and non-employees by recognizing the costs resulting from all share-based payment transactions in the consolidated financial statements at their fair values. The Company estimates the fair value of each option on the date of grant using the Black‑Scholes closed-form option‑pricing model based on assumptions of expected volatility of its common stock, prevailing interest rates, an estimated forfeiture rate, and the expected term of the stock options, and the Company recognizes that cost as an expense ratably over the associated employee service period. Foreign Currency Translation The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; and income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operations. Segment and Geographic Information The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information to allocate resources to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported to date are derived from the sales of Ampyra, Zanaflex and Qutenza in the U.S. Accumulated Other Comprehensive (Loss) Unrealized gains (losses) from the Company’s investment securities and adjustments for foreign currency translation are included in accumulated other comprehensive loss within the consolidated balance sheet. Recent Accounting Pronouncements - Adopted In August 2014, the FASB issued Accounting Standards Update 2014-15, “Presentation of Financial Statements-Going Concern” (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The Company adopted this guidance effective December 31, 2016. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-03, “Interest – Imputation of Interest” (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. ASU-2015-03 is effective for fiscal years and interim periods therein beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance retrospectively effective in the three-month period ended March 31, 2016. The impact of the adoption of this guidance on the Company’s consolidated balance sheet as of December 31, 2015 was a reclassification of approximately $5.0 million representing the unamortized balance of debt issuance costs as of December 31, 2015 from Other Assets to the Convertible Senior Notes liability. (In thousands) Balance at December 31, 2015 Revised Reporting As Previously Reported Other assets $ 247 $ 5,296 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | (3) Acquisitions Biotie Therapies Corp. On April 18, 2016, the Company acquired a controlling interest in Biotie Therapies Corp. (“Biotie”) pursuant to a combination agreement entered into in January 2016. The acquisition of Biotie positions the Company as a leader in Parkinson’s disease therapeutic development, with three clinical-stage compounds that have the potential to improve the lives of people with Parkinson’s disease. In accordance with the combination agreement, the Company closed a public tender offer for all of Biotie’s capital stock, pursuant to which the Company acquired approximately 93% of the fully diluted capital stock of Biotie for a cash purchase price of approximately $350 million. On May 4, 2016, the Company acquired an additional approximately 4% of Biotie’s fully diluted capital stock pursuant to a subsequent public offer to Biotie stockholders that did not tender their shares in the initial tender offer. The purchase consideration for the subsequent tender offer was approximately $14.5 million. The acquisition of the additional 4% of Biotie’s fully diluted capital stock resulted in the Company owning approximately 97% of the fully diluted capital stock of Biotie (the “Acquisition”) as of June 30, 2016. On September 30, 2016, the Company acquired the remaining approximately 3% of Biotie’s fully diluted capital stock in exchange for the payment of a cash security deposit of approximately $13.5 million, as determined by the arbitral tribunal administering the redemption proceedings. Accordingly, the Company owned 100% of the fully diluted capital stock of Biotie as of September 30, 2016. The Company estimated the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition based on the information available at that time. The Company recorded measurement-period adjustments to its preliminary purchase price allocation to increase current liabilities and to decrease other current assets and other long-term liabilities from the acquisition date through December 31, 2016. The total net impact of these adjustments was an increase to goodwill of $1.2 million, which reduced current assets and long-term liabilities and increased current liabilities and the deferred tax liability with a corresponding decrease to goodwill. These changes had an immaterial effect on any related amortizations for the period April 18, 2016 through December 31, 2016. The valuation of the assets and liabilities is subject to further analysis however, the Company believes that finalization of the valuation of the long-term debt and accounting for deferred taxes are the key remaining outstanding items. As the Company finalizes the fair values of the assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period and such adjustments could be material. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. The following table presents the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date of April 18, 2016, as adjusted through the period ended December 31, 2016: (In thousands) Preliminary Allocation as of the acquisition date Measurement Period Adjustments Preliminary Allocation, as adjusted through December 31, 2016 Cash and cash equivalents $ 73,854 $ — $ 73,854 Other current assets 2,208 (330 ) 1,878 Other long-term assets 4,962 — 4,962 Intangible assets (indefinite-lived) 260,500 — 260,500 Intangible assets (definite-lived) 65,000 — 65,000 Current liabilities (17,547 ) (1,025 ) (18,572 ) Deferred taxes (89,038 ) (870 ) (89,908 ) Other long-term liabilities (26,715 ) 1,025 (25,690 ) Fair value of assets and liabilities acquired 273,224 (1,200 ) 272,024 Goodwill 102,676 1,200 103,876 Total purchase price 375,900 — 375,900 Less: Noncontrolling interests (25,736 ) — (25,736 ) Purchase consideration on date of acquisition $ 350,164 $ — $ 350,164 The Company accounted for the Acquisition as a business combination using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price of the acquisition is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the date of acquisition. The Company incurred approximately $18.1 million in acquisition related expenses to date. For the year ended December 31, 2016, the Company incurred approximately $17.6 million in acquisition related expenses, which were included in selling, general and administrative expenses in the consolidated statement of operations. The results of Biotie’s operations have been included in the consolidated statements of operations from the acquisition date of April 18, 2016. The definite-lived intangible asset will be amortized on a straight line basis over the period in which the Company expects to receive economic benefit and will be reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The fair value of the IPR&D will be capitalized as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until disposition of the assets or completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the completion of the acquisition, these assets will not be amortized into earnings; rather, these assets will be subject to periodic impairment testing. Upon successful completion of the development efforts, the useful lives of the IPR&D assets will be determined and the assets will be considered definite-lived intangible assets and amortized over their expected useful lives. Goodwill is calculated as the excess of the purchase price and the noncontrolling interest over the estimated fair value of the assets acquired and liabilities assumed. The goodwill recorded is primarily related to establishing a deferred tax liability for the IPR&D intangible assets, which have no tax basis and, therefore, will not result in a future tax deduction. None of the goodwill is deductible for tax purposes. The revenue of Biotie included in the consolidated statements of operations for the period April 18, 2016 through December 31, 2016 was $2.7 million. The net loss of Biotie included in the consolidated statement of operations for the period April 18, 2016 through December 31, 2016 was $37.5 million. Noncontrolling Interests The fair value of the noncontrolling interest comprised the fair value of Biotie’s equity interests not acquired by the Company. The fair value of the noncontrolling interest was determined by quoted market price, which is considered to be a Level 1 input under the fair value measurements and disclosure guidance. The noncontrolling interest in Biotie was presented as permanent equity in the Company’s consolidated balance sheet. Noncontrolling interests are generally adjusted for the net income or loss and other comprehensive income or loss attributable to the noncontrolling shareholders and any additional acquisition of noncontrolling interests. On May 4, 2016, the Company acquired an additional approximately 4% of Biotie’s fully diluted capital stock. Financial Instruments The Company does not enter into hedging transactions in the normal course of business. However, as a result of the Biotie acquisition which was completed in Euros, the Company was exposed to fluctuations in exchange rates between the U.S. dollar and the Euro until the completion of the transaction. To mitigate this risk, the Company entered into foreign currency options to limit its exposure to fluctuations in exchange rates between the U.S. dollar and the Euro until the transaction was completed. The foreign currency options were settled as of May 2, 2016. There were no foreign currency options outstanding as of December 31, 2016. The Company had a realized gain on the foreign currency options of approximately $9.9 million, which is included in other income in the consolidated statements of operations for the year ended December 31, 2016. Pro-Forma Financial Information Associated with the Biotie Acquisition (Unaudited) The following table summarizes certain supplemental pro forma financial information for the years ended December 31, 2016 and 2015 as if the acquisition of Biotie had occurred as of January 1, 2015. The unaudited pro forma financial information for the year ended December 31, 2016 reflects (i) the net impact to amortization expense based on the fair value adjustments to the intangible assets acquired from Biotie; (ii) the impact to operations resulting from the reversal of transaction costs related to the Acquisition; (iii) the impact to operations resulting from the reversal of the unrealized and realized gains on the foreign currency option; (iv) the impact to interest expense based on the fair value adjustments to the debt acquired from Biotie; (v) the tax effects of those adjustments; and (vi) the net loss attributable to the noncontrolling interests resulting from the acquisition. The unaudited pro forma financial information for the year ended December 31, 2015 reflects (i) the net impact to amortization expense based on the fair value adjustments to the intangible assets acquired from Biotie; (ii) the impact to interest expense based on the fair value adjustments to the debt acquired from Biotie; (iii) the net loss attributable to the noncontrolling interests resulting from the acquisition; and (iv) the related tax effects of those adjustments. The unaudited pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisitions been made at those times or of results which may occur in the future Year ended Year ended December 31, 2016 December 31, 2015 (In thousands) Reported Pro Forma Reported Pro Forma Net revenues $ 519,601 $ 520,658 $ 492,660 $ 496,688 Net (loss) income from continuing operations attributable to Acorda $ (34,618 ) $ (57,925 ) $ 11,058 $ (28,684 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | (4) Intangible Assets and Goodwill Intangible Assets Tozadenant, SYN120, BTT1023 and Selincro IPR&D In connection with the acquisition of Biotie (Note 3), the Company acquired global rights to tozadenant, SYN120, and BTT1023. Tozadenant is an oral adenosine A2a receptor antagonist currently in Phase 3 development as an adjunctive treatment to levodopa in Parkinson’s disease patients to reduce OFF periods. SYN120 is an oral, dual antagonist with the potential to facilitate pro-cognitive and antipsychotic activities for patients with neurodegenerative diseases, such as Parkinson’s disease and Alzheimer’s disease. BTT1023 is a fully human monoclonal antibody that targets vascular adhesion for the potential treatment of inflammatory/fibrotic disease, such as rheumatoid arthritis and psoriasis. The Company also acquired rights to Selincro, an orally administered drug used for the treatment of alcohol dependence. Selincro received European Medicines Agency approval in 2013 and is currently marketed across Europe by Biotie’s partner H. Lundbeck A/S, a Danish pharmaceutical company. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed, based upon the estimated fair values of those assets and liabilities at the date of acquisition. The Company classified the fair value of the acquired IPR&D as indefinite lived intangible assets until the successful completion or abandonment of the associated research and development efforts. The Company classified the fair value of Selincro as a definite lived intangible asset. The value allocated to Selincro was $65 million, which will be amortized over the estimated remaining useful life of approximately 6 years. The value allocated to the indefinite lived intangible assets was $260.5 million. CVT-301 and ARCUS Technology IPR&D In connection with the acquisition of Civitas in October 2014, the Company acquired global rights to CVT-301, a Phase 3 treatment candidate for OFF periods of Parkinson’s disease. The acquisition of Civitas also included rights to Civitas’s proprietary ARCUS drug delivery technology, which the Company believes has potential applications in multiple disease areas. CVT-301 is a self-administered, inhaled formulation of levodopa, or L-dopa, for the treatment of OFF periods in Parkinson’s disease. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed by the Company, based upon the estimated fair values of those assets and liabilities at the date of acquisition and classified the fair value of the acquired IPR&D as an indefinite-lived intangible asset until the successful completion or abandonment of the associated research and development efforts. The value allocated to the indefinite lived intangible asset was $423 million. Ampyra In January 2010, the Company received marketing approval from the FDA for Ampyra triggering two milestone payments of $2.5 million to Alkermes and $0.8 million to Rush-Presbyterian St. Luke’s Medical Center (Rush) and an additional $2.5 million payable to Alkermes two years from date of approval. The Company made the milestone payments totaling $5.75 million, which were recorded as intangible assets in the consolidated financial statements. The Company had a License Agreement with the Canadian Spinal Research Organization (CSRO) that granted the Company an exclusive and worldwide license under certain patent assets and know-how of CSRO. The agreement required the Company to pay royalties to CSRO based on a percentage of net sales of any product incorporating the licensed rights, including royalties on the sale of Ampyra and on the sale of dalfampridine for any other indication. During 2010, the Company purchased CSRO’s rights to all royalty payments under the agreement for $3.0 million. This payment was recorded as an intangible asset in the consolidated financial statements. Websites Intangible assets also include certain website development costs which have been capitalized. The Company has developed several websites, each with its own purpose, including the general corporate website, product information websites and various other websites. The Company continually evaluates whether events or circumstances have occurred that indicate that the carrying value of the intangible assets may be impaired or that the estimated remaining useful lives of these assets may warrant revision. As of December 31, 2016, the Company determined that the intangible assets were not impaired and that there are no facts or circumstances that would indicate a need for changing the estimated remaining useful lives of these assets. Intangible assets consisted of the following: December 31, 2016 December 31, 2015 (Dollars In thousands) Estimated Remaining Useful Lives (Years) Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount In-process research & development (1) Indefinite-lived $ 683,500 $ — $ (1,794 ) $ 681,706 $ 423,000 $ — $ 423,000 Selincro 6 65,000 (6,445 ) (4,061 ) 54,494 — — — Ampyra milestones 10 5,750 (2,677 ) — 3,073 5,750 (2,380 ) 3,370 Ampyra CSRO royalty buyout 3 3,000 (2,108 ) — 892 3,000 (1,817 ) 1,183 Website development costs 3 13,459 (11,485 ) — 1,974 12,504 (9,467 ) 3,037 Website development costs–in process n/a 103 — — 103 266 — 266 $ 770,812 $ (22,715 ) $ (5,855 ) $ 742,242 $ 444,520 $ (13,664 ) $ 430,856 (1) Includes the fair values of: CVT-301: $423.0 million; tozadenant: $232.0 million; SYN120: $24.2 million and BTT-1023: $4.3 million The Company recorded $9.1 million and $3.1 million in amortization expense related to these intangible assets for the years ended December 31, 2016 and 2015, respectively. Estimated future amortization expense for intangible assets subsequent to December 31, 2016 is as follows: (In thousands) 2017 $ 11,119 2018 10,423 2019 10,055 2020 9,602 2021 9,583 Thereafter 13,712 $ 64,494 Goodwill The following table presents the goodwill balances at December 31, 2016 and 2015 and the associated changes in goodwill through December 31, 2016. (In thousands) Balance at December 31, 2015 $ 183,636 Goodwill associated with the acquisition of Biotie Therapies Corp. 102,676 Increase to goodwill due to measurement period adjustments 1,200 Foreign currency translation adjustment (6,913 ) Balance at December 31, 2016 $ 280,599 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Available For Sale Securities Current [Abstract] | |
Investments | (5) Investments The Company has determined that all of its investments were classified as available-for-sale. Available-for-sale securities are carried at fair value with interest on these securities included in interest income and are recorded based primarily on quoted market prices. Available-for-sale securities consisted of the following: (In thousands) Amortized Cost Gross unrealized gains Gross unrealized losses Estimated fair value December 31, 2016 US Treasury bonds $ — $ — $ — $ — December 31, 2015 US Treasury bonds $ 200,244 $ — $ (143 ) $ 200,101 The Company held no available-for-sale securities as of December 31, 2016. These securities were sold during 2016 to effect the Biotie acquisition. The Company had a realized gain on the sale of these investments of $0.03 million, which is reflected in earnings for the year ended December 31, 2016. The Company’s available-for-sale securities were classified as short-term investments and consisted of U.S. Treasury bonds as of December 31, 2015. Short-term investments with maturities of three months or less from date of purchase have been classified as cash and cash equivalents, and amounted to $18.5 million and $83.5 million as of December 31, 2016 and 2015, respectively. Short-term investments have original maturities of greater than 3 months but less than 1 year and long-term investments are greater than 1 year. There were no investments classified as long-term at December 31, 2016 and 2015. The Company holds available-for-sale investment securities which are reported at fair value on the Company’s balance sheet. Unrealized holding gains and losses are reported within accumulated other comprehensive (loss) income (AOCI) in the statements of comprehensive income. The changes in AOCI associated with the net unrealized holding losses on available-for-sale investments during the years ended December 31, 2016 and 2015 were as follows (in thousands): (In thousands) Net Unrealized Gains (Losses) on Marketable Securities Balance at December 31, 2014 $ (74 ) Other comprehensive loss before reclassifications: (45 ) Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive loss (119 ) Balance at December 31, 2015 (119 ) Other comprehensive loss before reclassifications: Amounts reclassified from accumulated other comprehensive loss 119 Net current period other comprehensive income 119 Balance at December 31, 2016 $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (6) Property and Equipment Property and equipment consisted of the following: (In thousands) December 31, 2016 December 31, 2015 Estimated useful lives used Machinery and equipment $ 21,964 $ 21,026 2-7 years Leasehold improvements 19,406 19,135 Lesser of useful life or remaining lease term Computer equipment 18,700 15,776 1-3 years Laboratory equipment 7,522 6,514 2-5 years Furniture and fixtures 2,890 2,064 4-7 years Capital in progress 3,629 1,318 74,111 65,833 Less accumulated depreciation (39,801 ) (25,629 ) $ 34,310 $ 40,204 Depreciation and amortization expense on property and equipment was $12.3 million and $11.9 million for the years ended December 31, 2016 and 2015, respectively. |
Common Stock Options and Restri
Common Stock Options and Restricted Stock | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock Options and Restricted Stock | (7) Common Stock Options and Restricted Stock On June 18, 1999, the Company’s board of directors approved the adoption of the Acorda Therapeutics, Inc. 1999 Employee Stock Option Plan (the 1999 Plan). All employees of the Company were eligible to participate in the 1999 Plan, including executive officers, as well as directors, independent contractors, and agents of the Company. The number of shares authorized for issuance under the 1999 Plan was 2,481,334. As of December 31, 2016, the Company had granted an aggregate of 2,384,345 shares as restricted stock of stock options under the 1999 Plan, of which there were no remaining shares subject to outstanding options. On January 12, 2006, the Company’s board of directors approved the adoption of the Acorda Therapeutics, Inc. 2006 Employee Incentive Plan (the 2006 Plan). The 2006 Plan served as the successor to the Company’s 1999 Plan, as amended, and no further option grants or stock issuances were to be made under the 1999 Plan after the effective date, as determined under Section 14 of the 2006 Plan. All employees of the Company were eligible to participate in the 2006 Plan, including executive officers, as well as directors, independent contractors, and agents of the Company. The 2006 Plan also covered the issuance of restricted stock. The 2006 Plan was administered by the Compensation Committee of the Board of Directors, which selected the individuals to be granted options and restricted stock, determined the time or times at which options and restricted stock were to be granted, determined the number of shares to be granted subject to any option or restricted stock and the duration of each option and restricted stock, and made any other determinations necessary, advisable, and/or appropriate to administer the 2006 Plan. Under the 2006 Plan, each option granted expires no later than the tenth anniversary of the date of its grant. The number of shares of common stock authorized for issuance under the 2006 Plan as of December 31, 2016 was 14,912,048 shares. The total number of shares of common stock available for issuance under the 2006 Plan, including shares of common stock subject to the then outstanding awards, automatically increased on January 1 of each year during the term of the 2006 Plan, beginning 2007, by a number of shares of common stock equal to 4% of the outstanding shares of common stock on that date, unless otherwise determined by the Board of Directors. The Board approved the automatic increases of 4% for 2015, 2014, and 2013. As of December 31, 2016, the Company had granted an aggregate of 12,620,331 shares as restricted stock or subject to issuance upon exercise of stock options under the 2006 Plan, of which 7,150,883 shares remained subject to outstanding options. On June 9, 2015, the Company’s stockholders approved the adoption of the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan (the 2015 Plan). The 2015 Plan serves as the successor to the Company’s 2006 Plan, as amended, and no further option grants or stock issuances will be made under the 2006 Plan after the effective date, as determined under Section 1 of the 2015 Plan. All employees of the Company are eligible to participate in the 2015 Plan, including executive officers, as well as directors, consultants, advisors and other service providers of the Company or any of its subsidiaries. The 2015 Plan also covers the issuance of restricted stock. The 2015 Plan is administered by the Compensation Committee of the Board of Directors, which selects the individuals to be granted options and restricted stock, determines the time or times at which options and restricted stock are to be granted, determines the number of shares to be granted subject to any option or restricted stock and the duration of each option and restricted stock, and makes any other determinations necessary, advisable, and/or appropriate to administer the 2015 Plan. Under the 2015 Plan, each option granted expires no later than the tenth anniversary of the date of its grant. Since inception, the number of shares of common stock authorized for issuance under the 2015 Plan as of December 31, 2016 is 5,100,000 shares. Upon the exercise of options in the future, the Company intends to issue new shares. As of December 31, 2016, the Company had granted an aggregate of 2,392,521 shares either as restricted stock or shares subject to issuance upon the exercise of stock options under the 2015 Plan, of which 4,818,858 shares remained subject to outstanding options. On April 14, 2016 the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the Acorda Therapeutics, Inc. 2016 Inducement Plan (the “2016 Plan”) to provide equity compensation to certain individuals or directors of the Company (or its subsidiaries) in order to induce such individuals to enter into employment with the Company or its subsidiaries. These equity awards were issued to individuals employed by Biotie Therapies Corp. and its subsidiary Biotie Therapies, Inc. (collectively, “Biotie”) in connection with our acquisition of Biotie. The number of shares of common stock authorized for issuance under the 2016 Plan is 366,950 shares. As of December 31, 2016, the Company had granted an aggregate of 331,950 shares either as restricted stock or shares subject to issuance upon the exercise of stock options under the 2016 Plan, of which 234,750 shares remained subject to outstanding options. Our Board of Directors could but has not as of the date, authorized the issuance of any additional equity awards under this Plan. The fair value of each option granted is estimated on the date of grant using the Black‑Scholes option‑pricing model with the following weighted average assumptions: Year ended December 31, 2016 2015 2014 Employees and directors: Estimated volatility% 44.63 % 46.68 % 51.26 % Expected life in years 5.99 5.88 5.84 Risk free interest rate% 1.46 % 1.74 % 1.79 % Dividend yield — — — The Company estimated volatility for purposes of computing compensation expense on its employee and director options using the historic volatility of the Company’s stock price. The expected life used to estimate the fair value of employee and director options is based on the historical life of the Company’s options based on exercise data. The weighted average fair value per share of options granted to employees and directors for the years ended December 31, 2016, 2015 and 2014 amounted to approximately $13.26, $15.85, and $17.61, respectively. No options were granted to non-employees for the years ended December 31, 2016, 2015 and 2014. During the year ended December 31, 2016, the Company granted 2,641,683 stock options and restricted stock awards to employees and directors under all plans. The stock options were issued with a weighted average exercise price of $30.85 per share. As a result of these grants, the total compensation charge to be recognized over the service period is $36.7 million, of which $10.8 million was recognized during the year ended December 31, 2016. Compensation costs for options and restricted stock granted to employees and directors amounted to $36.4 million, $33.5 million, and $29.4 million, for the years ended December 31, 2016, 2015 and 2014, respectively. There were no compensation costs capitalized in inventory balances. Compensation expense for options and restricted stock granted to employees and directors are classified between research and development, and selling, general and administrative expense based on employee job function. The following table summarizes share-based compensation expense included within the Company’s consolidated statements of operations: Year ended December 31, (In thousands) 2016 2015 2014 Research and development $ 10,610 $ 8,474 $ 5,939 Selling, general and administrative 25,777 24,992 23,498 Total $ 36,387 $ 33,466 $ 29,437 A summary of share‑based compensation activity for the year ended December 31, 2016 is presented below: Stock Option Activity Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In thousands) Balance at December 31, 2013 6,486 $ 25.61 Granted 2,352 36.56 Forfeited and expired (306 ) 32.40 Exercised (746 ) 21.46 Balance at December 31, 2014 7,786 $ 29.05 Granted 1,651 35.45 Forfeited and expired (343 ) 34.85 Exercised (871 ) 20.77 Balance at December 31, 2015 8,223 $ 30.97 Granted 1,766 31.55 Forfeited and expired (723 ) 34.21 Exercised (194 ) 17.69 Balance at December 31, 2016 9,072 $ 31.11 6.3 $ 70,680 Vested and expected to vest at December 31, 2016 8,994 $ 31.10 6.3 $ 70,032 Vested and exercisable at December 31, 2016 6,152 $ 30.00 5.2 $ 59,612 Options Outstanding Options Exercisable Range of exercise price Outstanding as of December 31, 2016 (In thousands) Weighted- average remaining contractual life Weighted- average exercise price Exercisable as of December 31, 2016 (In thousands) Weighted- average exercise price $15.91 - $26.35 2,335 4.0 $ 22.97 2,102 $ 22.82 $26.38 - $30.46 1,879 7.0 29.27 1,200 29.64 $30.49 - $35.53 2,395 6.9 33.83 1,459 33.23 $35.58 - $39.38 2,278 7.3 37.28 1,318 37.54 $39.67 - $44.50 185 8.1 41.37 73 41.62 9,072 6.3 $ 31.11 6,152 $ 30.00 Restricted Stock Activity Restricted Stock Number of Shares (In thousands) Nonvested at December 31, 2013 421 Granted 387 Vested (241 ) Forfeited (48 ) Nonvested at December 31, 2014 519 Granted 205 Vested (244 ) Forfeited (39 ) Nonvested at December 31, 2015 441 Granted 664 Vested (236 ) Forfeited (244 ) Nonvested at December 31, 2016 625 Unrecognized compensation cost for unvested stock options and restricted stock awards as of December 31, 2016 totaled $52.5 million and is expected to be recognized over a weighted average period of approximately 2.3 years. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt Convertible Senior Notes On June 17, 2014, the Company issued $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2021 (the Notes) in an underwritten public offering. The net proceeds from the offering were $337.5 million after deducting the Underwriter’s discount and offering expenses paid by the Company. The Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, under certain circumstances as outlined in the indenture, based on an initial conversion rate, subject to adjustment, of 23.4968 shares per $1,000 principal amount of Notes (representing an initial conversion price of approximately $42.56 per share). The Company may not redeem the Notes prior to June 20, 2017. The Company may redeem for cash all or part of the Notes, at the Company’s option, on or after June 20, 2017, under certain circumstances as outlined in the indenture. The Company pays 1.75% interest per annum on the principal amount of the Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year. The Notes will mature on June 15, 2021. If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest, if any, on all of the Notes will become due and payable automatically. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest on the Notes. The Notes will be senior unsecured obligations and will rank equally with all of the Company’s existing and future senior debt and senior to any of the Company’s subordinated debt. The Notes will be structurally subordinated to all existing or future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries and will be effectively subordinated to the Company’s existing or future secured indebtedness to the extent of the value of the collateral. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The outstanding note balance as of December 31, 2016 and 2015 consisted of the following: (In thousands) December 31, 2016 December 31, 2015 Liability component: Principal $ 345,000 $ 345,000 Less: debt discount and debt issuance costs , net (45,605 ) (54,580 ) Net carrying amount 299,395 $ 290,420 Equity component $ 61,195 $ 61,195 In connection with the issuance of the Notes, the Company incurred approximately $7.5 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability and equity components based on the allocation of the proceeds. Of the total $7.5 million of debt issuance costs, $1.3 million were allocated to the equity component and recorded as a reduction to additional paid-in capital and $6.2 million were allocated to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the liability component is amortized to interest expense over the expected life of the Notes using the effective interest method. The Company determined the expected life of the debt was equal to the seven year term on the Notes. The fair value of the Company’s convertible senior notes was approximately $257.9 million as of December 31, 2016. As of December 31, 2016, the remaining contractual life of the Notes is approximately 3.5 years. The effective interest rate on the liability component was approximately 4.8% for the period from the date of issuance through December 31, 2016. The following table sets forth total interest expense recognized related to the Notes for the years ended December 31, 2016 and 2015: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Contractual interest expense $ 6,038 $ 6,038 Amortization of debt issuance costs 830 792 Amortization of debt discount 8,145 7,770 Total interest expense $ 15,013 $ 14,600 Convertible Note The Company is a party to an amended and restated license agreement and a supply agreement with Alkermes, which replaced two prior license and supply agreements for Ampyra. Under the license agreement, Alkermes also loaned to the Company an aggregate of $7.5 million pursuant to two convertible promissory notes which were subsequently transferred to funds affiliated with Saints Capital. One promissory note remains outstanding in the amount of $0.8 million and bears interest at a rate of 3%. This note was paid in full in January 2017. (See Note 12). Asset Based Loan On June 1, 2016, the Company and certain of its subsidiaries entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as the sole initial lender and the administrative agent for the lenders (the “Administrative Agent”). The Credit Agreement provides the Company with a three-year senior secured revolving credit facility in the maximum amount of $60 million. Availability under the facility is subject to a borrowing base, which is based on eligible accounts receivable, inventory and equipment of the Company and certain of its U.S. subsidiaries, after adjusting for customary factors that are subject to modification from time to time by the Administrative Agent at its discretion (not to be exercised unreasonably). Based on the Company’s eligible accounts receivable and inventory and other components of the borrowing base, the availability under the facility was approximately $60 million as of December 31, 2016. Amounts drawn under the facility will bear interest, at the Company’s option, at (i) an alternate base rate (the highest of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 0.5%, and (c) the LIBOR rate (adjusted for statutory reserve requirements for eurocurrency liabilities) plus 1%) plus 1.5%, or (ii) the LIBOR rate (adjusted for statutory reserve requirements for eurocurrency liabilities) plus 2.5%. The facility is subject to an annual commitment fee of either 0.375% or 0.50%, depending on the amounts already drawn under the facility. As of December 31, 2016, there were no amounts drawn under the facility. The Company’s obligations under the facility are guaranteed by its U.S. subsidiaries (other than its U.S. subsidiary of Biotie Therapies Oyj). The Company’s obligations under the facility and its subsidiaries’ obligations under the related guarantees are secured by first priority security interests in collateral that includes, subject to certain exceptions: • U.S. accounts receivable, inventory and manufacturing equipment; • Equity interests in the Company’s U.S. subsidiaries (other than its U.S. subsidiary of Biotie Therapies Oyj) and up to 65% of the voting equity interests of its directly owned foreign subsidiaries; and • Substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property (other than intellectual property related to Ampyra). The facility contains certain covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to (i) incur additional debt or issue redeemable preferred stock, (ii) pay dividends, repurchase shares or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) incur restrictions on future liens and incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate or merge. These covenants are subject to significant exceptions and qualifications. In addition, the Company will not be permitted to allow its ratio of (a) EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges to be less than 1.10 to 1.00 on a trailing four quarter basis as of the end of any fiscal quarter during any period. The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse effect on the Company’s business or financial condition since December 31, 2015. The facility also has customary defaults, including a cross-default to material indebtedness of the Company and its subsidiaries. The Administrative Agent may declare any outstanding obligations under the facility immediately due and payable upon the occurrence, and during the continuance, of an event of default. In addition, any outstanding obligations under the facility will be immediately due and payable in the event that the Company or certain of its subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law. Non-convertible Capital Loans Prior to and subsequent to the acquisition of Biotie on April 18, 2016, Biotie held non-convertible capital loans (“Tekes Loans”) granted by Tekes, a Finnish Funding Agency for Technology and Innovation. The non-convertible capital loans had an adjusted acquisition-date fair value of $23.3 million (€20.6 million) and a carrying value of $22.4 million as of December 31, 2016. The Tekes Loans are comprised of fourteen non-convertible loans granted by Tekes. The maturity dates for the Tekes Loans range from eight to ten years. These loans bear interest based on the greater of 3% or the base rate set by Finland’s Ministry of Finance minus one (1) percentage point. According to certain terms and conditions of the Tekes Loans, Biotie may repay the principal amounts of these loans and the accrued and unpaid interest only if the restricted equity of Biotie, including its consolidated subsidiaries, is positive (fully covered). Convertible Capital Loan Prior to and subsequent to the acquisition of Biotie on April 18, 2016, Biotie held a convertible capital loan that was issued to certain shareholders and venture capital organizations. The convertible capital loan had an acquisition-date fair value of $6.0 million (€5.3 million) and a carrying value of $5.7 million as of December 31, 2016. The loan is included as a current liability in the consolidated balance sheet as the Company intends to repay this loan within 12 months from the balance sheet date. The loan bears cash interest at a rate of 10% per annum, payable annually each year. The convertible capital loan is subject to certain terms and restrictive conditions as it relates to interest payments and repayment of the loan. The loan will yield interest from the fiscal years in which the financial statements do not present sufficient funds available for profit distribution; however, interest on the loan may be paid if Biotie, including its subsidiaries, has sufficient funds for profit distribution as of the most recently ended fiscal year. The loan may be repaid only if the restricted equity of Biotie, including its consolidated subsidiaries, for the last financial period is sufficient to repay the loan. Pursuant to the terms of the loan agreement, the loan is convertible at any time at the option of the holders into 828,000 common shares of Biotie. The conversion rates for the loan are €1.8688 per share for 540,000 of the shares and €2.3359 for the remaining 288,000 of the shares. Research and Development Loans Prior to and subsequent to the acquisition of Biotie on April 18, 2016, Biotie held research and development loans (“R&D Loans”) granted by Tekes. The R&D loans had an acquisition-date fair value of $2.9 million (€2.6 million) and a carrying value of $2.8 million as of December 31, 2016. The R&D Loans bear interest based on the greater of 1% or the base rate set by Finland’s Ministry of Finance minus three (3) percentage points. The repayment of these loans will begin January 2017. The loan principal will be paid in equal annual installments over a 5 year period, ending January 2021. Revenue Interests Assignment In December 2005, the Company entered into an agreement with an affiliate of Paul Royalty Fund (PRF), under which the Company received $15 million in cash. In exchange the Company had assigned PRF revenue interest in Zanaflex Capsules, Zanaflex tablets and any future Zanaflex products, which was subsequently sold to Valeant Pharmaceuticals International, Inc. in November 2014. The agreement covered all Zanaflex net revenues (as defined in the agreement) generated from October 1, 2005 through and including December 31, 2015. The Company recorded approximately $0.9 million and $1.7 million in interest expense related to this agreement in 2015 and 2014, respectively. Letters of Credit As of December 31, 2016, the Company has $0.3 million of cash collateralized standby letters of credit outstanding (see Note 2). |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (In thousands) December 31, 2016 December 31, 2015 Product allowance accruals $ 26,995 $ 18,325 Research and development expense accruals 21,151 10,447 Bonus payable 15,962 12,324 Accrued inventory 14,629 6,497 Royalties payable 2,977 2,838 Vacation accrual 2,825 2,270 Commercial and marketing expense accruals 2,040 3,054 Sales force commissions and incentive payments payable 1,933 1,978 Administrative expenses 1,805 1,133 Medical affairs expenses 1,004 1,498 Other accrued expenses 13,569 5,769 Total $ 104,890 $ 66,133 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) Commitments and Contingencies The Company’s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. Under certain supply agreements and other agreements with manufacturers and suppliers, the Company is required to make payments for the manufacture and supply of its clinical and approved products. The Company’s major outstanding contractual obligations are for payments related to its convertible notes, capital loans, operating leases and commitments to purchase inventory. The following table summarizes the contractual obligations at December 31, 2016 and the effect such obligations are expected to have on the Company’s liquidity and cash flow in future periods: Payments due by period (1)(8) (In thousands) Total Less than 1 year 1-3 years 4-5 years Convertible Senior Notes (2) $ 371,557 $ 6,038 $ 12,075 $ 353,444 Convertible notes payable (3) 767 767 — — Capital loans (4) 28,056 5,689 — 22,367 Research and development loans (5) 2,835 567 1,134 1,134 Operating leases (6) 35,904 7,268 14,297 14,339 Inventory purchase commitments (7) 30,791 30,791 — — Total $ 469,910 $ 51,120 $ 27,506 $ 391,284 (1) Excludes a liability for uncertain tax positions totaling $6.9 million. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (2) Represents the future payments of principal and interest to be made on the Convertible Senior Notes issued in June 2014 and due in 2021. (3) Represents the remaining principal and interest payment on the convertible note. (4) Represents payments for the convertible and non-convertible capital loans. The convertible capital loan and the non-convertible capital loans have a stated maturity of less than one year. However, the repayment of the non-convertible capital loans and payment of accrued interest thereon are governed by a restrictive condition, according to which the loan principal may only be repaid if Biotie’s consolidated restricted equity is fully covered. Accrued interest may only be paid if Biotie, including its subsidiaries, has sufficient funds for profit distribution as of the most recently ended fiscal year. Interest accrues in the interim. (5) Represents the future principal payments on the R&D loans acquired from Biotie. (6) Represents payments for the operating leases of the Company’s Ardsley, NY headquarters, the Company’s manufacturing facility in Chelsea, MA, and lab and office space in Waltham, MA, Biotie’s office/clinical operations in South San Francisco, CA and the office in Turku Finland. (7) Represents Ampyra, Zanaflex, and Qutenza inventory commitments. The Ampyra inventory commitment is an estimate as the price paid for Ampyra inventory is based on a percentage of the net product sales during the quarter Alkermes ships inventory to us. Under our supply agreement with Alkermes, we provide Alkermes with monthly written 18-month forecasts, and with annual written five-year forecasts for our supply requirements of Ampyra and two-year forecasts for our supply requirements of Zanaflex Capsules. In each of the five months for Zanaflex and three months for Ampyra following the submission of our written 18-month forecast we are obligated to purchase the quantity specified in the forecast, even if our actual requirements are greater or less. We have agreed to purchase at least 75% of our annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to us. (8) Pursuant to the UCB Termination and Transition Agreement, Biotie is required to pay up to $4.1 million (€ 3.9 million) to UCB. The amount that will be paid will be determined based on a percentage of future consideration Biotie will receive from tozadenant. The liability is excluded as the Company cannot currently estimate the period in which the liability will be payable, if ever. Operating Leases Ardsley, New York In June 2011, the Company entered into a 15-year lease for an aggregate of approximately 138,000 square feet of office and laboratory space in Ardsley, New York. The Company has options to extend the term of the lease for three additional five-year periods, and the Company has an option to terminate the lease after 10 years subject to payment of an early termination fee. Also, the Company has rights to lease up to approximately 120,000 additional square feet of space in additional buildings at the same location. The Company’s extension, early termination, and expansion rights are subject to specified terms and conditions, including specified time periods when they must be exercised, and are also subject to limitations including that the Company not be in default under the lease. In 2014, the Company exercised its option to expand into an additional 25,405 square feet of office space, which the Company occupied in January 2015. The Ardsley lease provides for monthly payments of rent during the lease term. These payments consist of base rent, which takes into account the costs of the facility improvements funded by the facility owner prior to the Company’s occupancy, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently $4.4 million per year, which reflects an annual 2.5% escalation factor as well as the expansion, described above. Chelsea, Massachusetts Through our Civitas subsidiary, we lease a manufacturing facility in Chelsea, Massachusetts with commercial-scale capabilities. The approximately 90,000 square foot facility also includes office and laboratory space. Civitas leases this facility from H&N Associates, LLC pursuant to a lease with a term that expires on December 31, 2025, and Civitas has two additional extension options of five years each. The base rent under the lease is currently $1.0 million per year. Additional Facilities In October 2016, we entered into a 10-year lease agreement with a term commencing January 1, 2017, for approximately 26,000 square feet of lab and office space in Waltham, MA. The lease provides for monthly rental payments over the lease term. The base rent under the lease is currently $1.0 million per year. Also, through Biotie and its U.S. subsidiary, we indirectly lease office space in South San Francisco, California and Turku, Finland. The base rent under the South San Francisco, CA lease is currently $0.6 million per year. The lease in Turku, Finland was scheduled to expire in November 2016 but Future minimum commitments under all non-cancelable operating leases subsequent to December 31, 2016 are as follows: (In thousands) 2017 $ 7,268 2018 7,396 2019 6,901 2020 7,078 2021 7,261 Later years 18,342 $ 54,246 Rent expense under these operating leases during the years ended December 31, 2016, 2015 and 2014 was approximately $6.0 million, $4.8 million, and $3.5 million, respectively. License Agreements Under the Company’s Ampyra license agreement with Alkermes, the Company is obligated to make milestone payments to Alkermes of up to $15.0 million over the life of the contract and royalty payments as a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. In addition, under the Company’s various other research, license and collaboration agreements with other parties, it is obligated to make milestone payments of up to an aggregate of approximately $129 million over the life of the contracts. Further milestone amounts are payable in connection with additional indications. Under the Company’s Ampyra supply agreement with Alkermes, payments for product manufactured by Alkermes are calculated as a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. Under this agreement, Acorda also has the option to purchase up to an agreed upon quantity of product from a second source. However, if Acorda obtains supply from the second source, Acorda must make a compensating payment to Alkermes for the quantities of product provided by the second source. Under the Company’s license agreement with Rush-Presbyterian-St. Luke’s Medical Center, it is obligated to make royalty payments as a percentage of net sales in the United States and in countries other than the United States. Under the Company’s supply agreement with Alkermes, it provides Alkermes with monthly written 18-month forecasts, and annual written five-year forecasts for its supply requirements of Ampyra and two-year forecasts for its supply requirements of Zanaflex Capsules. In each of the five months for Zanaflex and three months for Ampyra following the submission of its written 18-month forecast, the Company is obligated to purchase the quantity specified in the forecast, even if its actual requirements are greater or less. Inventory purchase commitments were $30.8 million as of December 31, 2016. Employment Agreements The Company has employment agreements with all of its executive officers which provide for, among other benefits, certain severance, bonus and other payments and COBRA premium coverage, as well as certain rights relating to their equity compensation awards, if their employment is terminated for reasons other than cause or if they terminate their employment for good reason (as those terms are defined in the agreements). The agreements also provide for certain increased rights if their employment terminates following a change in control (as defined in the agreements). Our contractual commitments table does not include these severance payment obligations. Other The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. While losses, if any, are possible the Company is not able to estimate any ranges of losses as of December 31, 2016. Litigation expenses are expensed as incurred. The Company is currently a party to various legal proceedings which are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability or range of losses can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of these matters, the Company believes that the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to the Company's consolidated results of operations in any one accounting period. Litigation expenses are expensed as incurred. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (11) Fair Value Measurements The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. The Company bases fair value on the assumptions market participants would use when pricing the asset or liability. The Company utilizes a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company primarily applies the market approach for recurring fair value measurements. The standard describes three levels of inputs that may be used to measure fair value: • Level 1 Quoted prices in active markets for identical assets or liabilities. • Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be 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 assets or liabilities. Recurring The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. (In thousands) Level 1 Level 2 Level 3 2016 Assets Carried at Fair Value: Cash equivalents $ 18,514 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 72,100 2015 Assets Carried at Fair Value: Cash equivalents $ 70,504 $ 13,009 $ — Short-term investments — 200,101 — Liabilities Carried at Fair Value: Acquired contingent consideration — — 63,500 The following tables present additional information about assets and/or liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value. Acquired contingent consideration (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Acquired contingent consideration: Balance, beginning of period $ 63,500 $ 52,600 Fair value change to contingent consideration (unrealized) included in the statement of operations 8,600 10,900 Balance, end of period $ 72,100 $ 63,500 The Company estimates the fair value of its acquired contingent consideration using a probability weighted discounted cash flow valuation approach based on estimated future sales expected from CVT-301, a phase 3 candidate for the treatment of OFF periods of Parkinson’s disease and CVT-427, a Phase 1 candidate. CVT-427 is an inhaled triptan intended for acute treatment of migraine using the ARCUS drug delivery technology. Using this approach, expected future cash flows are calculated over the expected life of the agreement, are discounted, and then exercise scenario probabilities are applied. Some of the more significant assumptions made in the valuation include (i) the estimated revenue forecasts for CVT-301 and CVT-427, (ii) probabilities of success, and (iii) discount periods and rate. The probability of achievement of revenue milestones ranged from 43.9% to 70% with milestone payment outcomes ranging from $0 to $54 million in the aggregate for CVT-301 and CVT-427. The valuation is performed quarterly. Gains and losses representing changes in the fair value of the contingent consideration are included in the statement of operations. For the year ended December 31, 2016 and 2015, changes in the fair value of the acquired contingent consideration were due to the recalculation of cash flows for the passage of time and updates to certain other estimated assumptions. Refer to Note 12 for more information about the Alkermes ARCUS agreement. The acquired contingent consideration has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach including, but not limited to, assumptions involving probability adjusted sales estimates for CVT-301 and CVT-427 and estimated discount rates, the estimated fair value could be significantly higher or lower than the fair value determined. |
License, Research and Collabora
License, Research and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Collaborative Arrangement Disclosure [Abstract] | |
License, Research and Collaboration Agreements | (12) License, Research and Collaboration Agreements Alkermes plc The Company is a party to a 2003 amended and restated license agreement and a 2003 supply agreement with Alkermes for Ampyra (“Agreement”). Under the license agreement, the Company has exclusive worldwide rights to Ampyra, as well as Alkermes’s formulation for any other mono or di-aminopyridines, for all indications, including multiple sclerosis and spinal cord injury. The Company is obligated to pay Alkermes milestone payments and royalties based on a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. Subject to early termination provisions, the Alkermes license terminates on a country by country basis on the latter to occur of fifteen years from the date of the agreement, the expiration of the last Alkermes patent to expire or the existence of competition in that country. Under the supply agreement, Alkermes has the right to manufacture for the Company, subject to certain exceptions, Ampyra and other products covered by these agreements at specified prices calculated as a percentage of net product sales of the product shipped by Alkermes to Acorda. In the event Alkermes does not manufacture 100% of the products, it is entitled to a compensating payment for the quantities of product provided by the alternative manufacturer. Convertible Note Under the Agreement, Alkermes loaned to the Company an aggregate of $7.5 million pursuant to two convertible promissory notes, the first promissory note in the amount of $5 million and the second promissory note in the amount of $2.5 million, both of which were subsequently transferred to funds affiliated with Saints Capital. The first promissory note in the amount of $5.0 million bears interest at a rate of 3%. The outstanding balance of $0.8 million on the first promissory note was paid in full in January 2017. The second promissory note was converted into shares of common stock in December 2006 and is no longer outstanding. Supply Agreement The Company is a party to a 2003 supply agreement with Alkermes relating to the manufacture and supply of Ampyra by Alkermes. The Company is obligated to purchase at least 75% of its annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. In those circumstances, where the Company elects to purchase less than 100% of its requirements from Alkermes, the Company is obligated to make certain compensatory payments to Alkermes. Alkermes is required to assist the Company in qualifying a second manufacturer to manufacture and supply the Company with Ampyra subject to its obligations to Alkermes. As permitted by the agreement with Alkermes, the Company has designated Patheon, Inc. (Patheon) as a qualified second manufacturing source of Ampyra. In connection with that designation, the Company entered into a manufacturing agreement with Patheon, and Alkermes assisted the Company in transferring manufacturing technology to Patheon. The Company and Alkermes have agreed that a purchase of up to 25% of annual requirements from Patheon is allowed if compensatory payments are made to Alkermes. In addition, Patheon may supply the Company with Ampyra if Alkermes is unable or unwilling to meet the Company’s requirements. Rush-Presbyterian St. Luke’s Medical Center The Company entered into a license agreement with Rush in 2003 in which Rush granted the Company an exclusive worldwide license to its know-how relating to dalfampridine for the treatment of MS. Under the Company’s license agreement with Rush-Presbyterian-St. Luke’s Medical Center, it is obligated to make royalty payments as a percentage of net sales in the United States and in countries other than the United States. As of December 31, 2016, 2015 and 2014, the Company made or accrued royalty payments totaling $48.1 million, $37.4 million and $27.8 million, respectively. Biogen Inc. The Company has an exclusive collaboration and license agreement with Biogen Inc., (Biogen) to develop and commercialize Ampyra (known as Fampyra outside the U.S.) in markets outside the United States (the Collaboration Agreement). Under the Collaboration Agreement, Biogen was granted the exclusive right to commercialize Ampyra and other products containing aminopyridines developed under that agreement in all countries outside of the U.S., which grant includes a sublicense of the Company’s rights under an existing license agreement between the Company and Alkermes plc (Alkermes). Biogen has responsibility for regulatory activities and future clinical development of Fampyra in ex-U.S. markets worldwide. The Company also entered into a related supply agreement with Biogen (the Supply Agreement), pursuant to which the Company will supply Biogen with its requirements for the licensed products through the Company’s existing supply agreement with Alkermes. Under the Collaboration Agreement, the Company received an upfront payment of $110.0 million in July 2009, and a $25 million milestone payment in August 2011 upon approval of the product in the European Union. The Company is also entitled to receive additional payments based on the successful achievement of future regulatory and sales milestones. Biogen is also required to make double-digit tiered royalty payments to the Company on ex-U.S. sales. Also under the terms of the Collaboration Agreement, the Company will participate in overseeing the development and commercialization of Ampyra and other licensed products in markets outside the U.S. Acorda will continue to develop and commercialize Ampyra independently in the U.S. As of June 30, 2009, the Company recorded deferred revenue of $110.0 million for the upfront payment from Biogen under the Collaboration Agreement. Also, as a result of such payment to Acorda, a payment of $7.7 million was made to Alkermes and recorded as a deferred expense. The Company considered the following deliverables with respect to the revenue recognition of the $110.0 million upfront payment: (1) the license to use the Company’s technology, (2) the Collaboration Agreement to develop and commercialize licensed product in all countries outside the U.S., and (3) the Supply Agreement. Due to the inherent uncertainty in obtaining regulatory approval, the applicability of the Supply Agreement is outside the control of the Company and Biogen. Accordingly, the Company has determined the Supply Agreement is a contingent deliverable at the onset of the agreement. As a result, the Company has determined the Supply Agreement does not meet the definition of a deliverable that needs to be accounted for at the inception of the arrangement. The Company has also determined that there is no significant and incremental discount related to the supply agreement since Biogen will pay the same amount for inventory that the Company would pay and the Company effectively acts as a middle man in the arrangement for which it adds no significant value due to various factors such as the Company does not have any manufacturing capabilities or other know-how with respect to the manufacturing process. The Company has determined that the identified non-contingent deliverables (deliverables 1 and 2 immediately preceding) would have no value on a standalone basis if they were sold separately by a vendor and the customer could not resell the delivered items on a standalone basis, nor does the Company have objective and reliable evidence of fair value for the deliverables. Accordingly, the non-contingent deliverables are treated as one unit of accounting. As a result, the Company will recognize the non-refundable upfront payment from Biogen as revenue and the associated payment to Alkermes as expense ratably over the estimated term of regulatory exclusivity for the licensed products under the Collaboration Agreement as the Company had determined this was the most probable expected benefit period. The Company recognized $9.1 million in amortized license revenue, a portion of the $110.0 million received from Biogen, and $0.6 million in cost of license revenue, a portion of the $7.7 million paid to Alkermes, during each of the years ended December 31, 2016, 2015 and, 2014. Actavis/Watson The Company has an agreement with Actavis, a subsidiary of Teva Pharmaceuticals and formerly Watson Pharma, to market tizanidine hydrochloride capsules, an authorized generic version of Zanaflex Capsules, which was launched in February 2012. In accordance with the agreement, the Company receives a royalty based on Allergan’s gross margin, as defined by the agreement, of the authorized generic product. During the years ended December 31, 2016 and 2015, the Company recognized royalty revenue of $3.9 million and $7.0 million, respectively, related to the gross margin of the Zanaflex Capsule authorized generic. During the years ended December 31, 2016 and 2015, the Company also recognized revenue and a corresponding cost of sales of $2.7 million and $3.8 million, respectively, related to the purchase and sale of the related Zanaflex Capsule authorized generic product to Allergan, which is recorded in net product revenues and cost of sales. Alkermes (ARCUS products) In December 2010, Civitas, the Company’s wholly-owned subsidiary, entered into the Alkermes Agreement, in which Civitas licensed or acquired from Alkermes certain pulmonary development programs and INDs, underlying intellectual property and laboratory equipment associated with the pulmonary business of Alkermes. The assets acquired includes (i) patents, patent applications and related know-how and documentation; (ii) a formulation of inhaled L-dopa; (iii) several other pulmonary development programs and INDs, which are part of the platform device and formulation IP; (iv) instruments, laboratory equipment and apparatus; and (v) inhalers, inhaler molds, tools, and the associated assembled equipment. In addition, Civitas leased the facility where the Alkermes operations were previously housed in Chelsea, Massachusetts. Under the terms of the Alkermes Agreement, Civitas will also pay to Alkermes royalties for each licensed product as follows: (i) for all licensed products sold by Civitas, Civitas will pay Alkermes a mid-single digit percentage of net sales of such licensed products and (ii) for all licensed products sold by a collaboration partner, Civitas will pay Alkermes the lower of a mid-single digit percentage of net sales of such licensed products in a given calendar year or a percentage in the low-to-mid-double digits of all collaboration partner revenue received in such calendar year. Notwithstanding the foregoing, in no event shall the royalty paid be less than a low-single digit percentage of net sales of a licensed product in any calendar year. As consideration for the agreement with Alkermes, Civitas issued stock and also agreed to pay Alkermes royalties on future net product sales from products developed from licensed technology under the Alkermes Agreement. The fair value of the future royalties is classified as contingent consideration. The Company estimates the fair value of this contingent consideration based on future revenue projections and estimated probabilities of receiving regulatory approval and commercializing such products. Refer to Note 11 – Fair Value Measurements Roche (Tozadenant and SYN120) Our Biotie subsidiary is a party to an amended and restated license agreement with Roche Palo Alto LLC, Hoffman-La Roche Inc. and F. Hoffman-La Roche Ltd. (the “Roche Entities”), pursuant to which Biotie obtained exclusive, royalty-bearing, worldwide licenses under the Roche Entities’ patent rights and know-how to develop, manufacture and commercialize products incorporating specified Roche Entities compounds, including tozadenant and SYN120 (classified into tiered programs). Under the license agreement, tozadenant is a Tier 2 compound and SYN120 is a Tier 1 compound. Biotie’s license with respect to products containing Tier 2 compounds, or Tier 2 products, extends to the field of any and all uses to treat or prevent human diseases and disorders. Biotie’s license with respect to products containing Tier 1 compounds, or Tier 1 products, is limited to the field of any and all uses to treat or prevent central nervous system diseases and disorders. Under the terms of the Roche license agreement, following the completion of certain studies, the Roche Entities had the right to opt-in to obtain an exclusive right to develop and commercialize the Tier 1 products and terminate the license granted to Biotie with respect to such Tier 1 products. In June 2012, following Biotie’s completion of the specified studies, the Roche Entities notified Biotie of their decision not to exercise their opt-in right for SYN120. Following the Roche Entities’ decision not to exercise their opt-in right, Biotie retains its licensed global development and commercialization rights to SYN120 under the Roche license agreement. Pursuant to the Roche license agreement, Biotie is obligated to make certain milestone payments to the Roche Entities on the achievement of specified regulatory and commercial milestones, totaling up to $37 million for Tier 1 products, including SYN120 and $29 million for Tier 2 products, including tozadenant. Biotie is also obligated to pay the Roche Entities tiered single-digit royalties, starting in the low single digits and increasing to the high single digits, on net sales of licensed products. Biotie’s obligation to pay royalties to the Roche Entities will expire on a product-by-product and country-by-country basis upon the later of the expiration of the last-to-expire valid claim within the licensed Roche Entities patents, Biotie’s patent rights or patent rights jointly owned with the Roche Entities that cover the composition, use or manufacture of the applicable product in such country or 10 years from the first commercial sale of such product in such country. Biotie is required to exercise commercially reasonable efforts to perform the activities set forth in an agreed upon development plan for SYN120 and must use commercially reasonable efforts to develop and commercialize, either directly or through affiliates or sublicensees, SYN120 and tozadenant in the U.S. and Europe and in such other markets as Biotie deems commercially reasonable. The term of the Roche license agreement will expire on the date of the expiration of all payment obligations of both parties under the agreement. Upon expiration of the Roche license agreement, all licenses granted to each party that were in effect immediately prior to such expiration will be retained on a nonexclusive, fully paid, royalty-free basis. The Roche Entities may terminate the Roche license agreement either on a program-by-program basis for certain programs or in its entirety, for any reason or no reason upon 90 days’ written notice. In the event of the Roche Entities’ unilateral termination of the Roche license agreement without cause, all licenses and other rights granted by the Roche Entities to Biotie will remain in full force and effect in accordance with their respective terms. Biotie may also terminate the Roche license agreement either on a program-by-program basis for certain of the programs or in its entirety, for any reason or no reason upon 90 days’ written notice. In the event of Biotie’s unilateral termination without cause, all licenses granted to Biotie with respect to the compounds and products in the terminated program (or, in the case of termination of the entire agreement, all compounds and products) will terminate. Either party may terminate the Roche license agreement for cause in the event of a breach by the other party of any material provision of the agreement if such breach has continued for 60 days after notice was provided (or a reasonably longer time if a party is diligently pursuing cure of a breach that was not susceptible of cure within the 60 day notice period). In the case of agreement disputes, specified officers must attempt resolution, and if no resolution is achieved, the matter may be referred to binding arbitration for final settlement as the exclusive forum for dispute resolution except for certain matters relating to patents and other intellectual property rights. Neuronex Our Neuronex, Inc. subsidiary is a party to a license agreement with SK Biopharmaceuticals Co., Ltd., relating to Plumiaz, a proprietary nasal spray formulation of diazepam that we were developing as a treatment for certain epilepsy patients. In 2016 we announced that we were discontinuing our Plumiaz development program. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (13) Income Taxes The domestic and foreign components of (loss) income before income taxes were as follows: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Domestic $ (36,454 ) $ 16,284 $ 25,679 Foreign (5,814 ) 3,085 2,330 Total $ (42,268 ) $ 19,369 $ 28,009 The benefit from (provision for) income taxes in 2016, 2015 and 2014 consists of current and deferred federal, state and foreign taxes as follows: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Current: Federal $ (852 ) $ (603 ) $ (1,105 ) State (4,517 ) (2,773 ) (1,819 ) Foreign 781 (960 ) (732 ) (4,588 ) (4,336 ) (3,656 ) Deferred: Federal 9,465 (2,960 ) (6,085 ) State 1,788 (1,015 ) (596 ) Foreign — — — 11,253 (3,975 ) (6,681 ) Total benefit from (provision for) income taxes $ 6,665 $ (8,311 ) $ (10,337 ) Due to the amount of net operating loss (NOL) and tax credit carryforwards, the Company does not currently pay substantial U.S. federal income taxes. The Company expects to pay cash taxes in various U.S. states and Puerto Rico where it has operations and NOL carryforwards are not available or are limited. The Company was subject to the alternative minimum tax during 2016, 2015 and 2014 and expects it will continue to be subject to such tax in the near term. The payment of alternative minimum tax generates a credit that may be carried forward indefinitely and can be used to offset its future regular income tax liability. The Company had available federal NOL carryforwards of approximately $252.6 million and $195.0 million and state NOL carryforwards of approximately $170.9 million and $97.1 million as of December 31, 2016 and 2015, respectively. The net operating loss carryforwards include approximately $34.6 million of deductions related to the exercise of stock options. This amount represents an excess tax benefit and has not been included in the gross deferred tax asset reflected above. The deferred tax asset of $12.1 million associated with the exercise of these stock options will be recorded as an adjustment to the beginning retained earnings balance in the first quarter of 2017 in accordance with the adoption of Accounting Standards Update 2016-09, “Compensation – Stock Compensation.” The federal losses are expected to begin to expire in 2027, while the state losses are expected to expire during similar periods, although not all states conform to the federal carryforward period and occasionally limit the use of net operating losses for a period of time. The Company is no longer subject to federal income tax audits for tax years prior to 2012 however, such net operating losses utilized by the Company in years subsequent to 2002 is subject to review. In 2013 the Company completed an IRS exam for tax years 2009 through 2011. The Company also has research and development and orphan drug credit carry-forwards of $33.3 million and $20.3 million as of December 31, 2016 and 2015, respectively, that begin to expire in 2017. The Company also has Alternative Minimum Tax credit carry-forwards of $4.7 million and $3.8 million as of December 31, 2016 and 2015, respectively. Such credits can be carried forward indefinitely and have no expiration date. The Tax Reform Act of 1986 contains certain provisions that can limit a taxpayer's ability to utilize net operating loss and tax credit carryforwards in any given year resulting from cumulative changes in ownership interests in excess of 50 percent over a three-year period. The Company has determined that these limiting provisions were triggered during a prior year for both Acorda Therapeutics, Inc. and Neuronex, Inc., its wholly owned subsidiary. An additional limitation was triggered in 2014 for Civitas Therapeutics Inc. and a current limitation was triggered in 2016 for Biotie Therapies, Inc., both wholly owned subsidiaries of Acorda Therapeutics, Inc. The Company believes that such limitations are not expected to result in the expiration or loss of any of its federal net operating loss carryforwards and income tax credit carryforwards for the Neuronex, Inc. and Civitas Therapeutics, Inc. acquisitions. However, the limitation triggered by the acquisition of Biotie Therapeutics, Inc. resulted in $15.6 million of unused federal net operating loss carryforwards and $5.1 million of unused federal credit carryforwards expiring. As a result of the expiration of these carryforwards, the Company wrote off these attributes and reversed the valuation allowance previously recorded. Future ownership changes may further limit the use of these carryforwards. The Company has $63.7 million of net operating loss carryforwards outside of the U.S. as of December 31, 2016, that begin to expire in 2017. The temporary differences between the book and tax treatment of income and expenses results in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the deferred tax asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted. In calendar year 2016, the Company recorded a $57.9 million valuation allowance primarily on federal and foreign deferred tax assets acquired through the acquisition of Biotie Therapies, Inc., of which $48.1 million was recorded through the purchase accounting. The reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is as follows: Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes (3.8 )% 13.3 % 3.7 % Non-deductible payment to prior shareholders — 15.8 % — Foreign income tax 1.2 % 3.2 % 1.8 % Stock option compensation (3.8 )% 10.4 % 4.8 % Stock option shortfall (6.5 )% — — Research and development and orphan drug credits 28.9 % (42.9 )% (15.5 )% Increase to Uncertain Tax Positions (4.8 )% 7.1 % 2.3 % Other nondeductible and permanent differences (1.1 )% 1.9 % 2.6 % Valuation allowance (31.6 )% (0.9 )% 2.2 % Transaction Cost (5.9 )% — — Gain or Loss on Hedging 8.2 % — — Effective income tax rate 15.8 % 42.9 % 36.9 % The effective tax rate related to state taxes is primarily driven by Acorda’s state tax return filings as a stand-alone entity, without the benefit of Civitas and Biotie’s losses. The state taxes reflect the deferred impact of customary state tax law and apportionment changes that occurred during the year; the state effective tax rate is not necessarily indicative of the company’s expected state tax rate for the foreseeable future. Provisions have been made for deferred taxes based on the differences between the basis of the assets and liabilities for financial statement purposes and the basis of the assets and liabilities for tax purposes using currently enacted tax rates and regulations that will be in effect when the differences are expected to be recovered or settled. The components of the deferred tax assets and liabilities are as follows: (In thousands) December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss and other carryforwards $ 97,391 $ 60,889 Tax credits 35,489 20,778 Deferred revenue 11,672 13,949 Stock based compensation 34,700 27,142 Contingent consideration 26,543 23,298 Employee compensation 6,116 5,603 Legal reserve 2,707 — Rebate and returns reserve 7,582 4,994 Capitalized R&D 10,025 — Other 4,096 3,126 Total deferred tax assets $ 236,321 $ 159,779 Valuation allowance $ (63,225 ) $ (5,277 ) Total deferred tax assets net of valuation allowance $ 173,096 $ 154,502 Deferred tax liabilities: Intangible assets (245,500 ) (145,433 ) Convertible debt (16,003 ) (19,087 ) Total deferred tax liabilities $ (261,503 ) $ (164,520 ) Net deferred tax liability $ (88,407 ) $ (10,018 ) The Company follows authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The beginning and ending amounts of unrecognized tax benefits reconciles as follows: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Beginning of period balance $ 4,835 $ 3,295 $ 2,244 Increases for tax positions taken during a prior period 570 308 451 Decreases for tax positions taken during a prior period — — (200 ) Increases for tax positions taken during the current period 1,451 1,232 800 Reduction as a result of a lapse of statute of limitations — — — $ 6,856 $ 4,835 $ 3,295 Due to the amount of the Company’s NOLs and tax credit carryforwards, it has not accrued interest relating to these unrecognized tax benefits. Accrued interest and penalties, however, would be disclosed within the related liabilities lines in the consolidated balance sheet and recorded as a component of income tax expense. Unless related to excess tax benefits from stock options, all of its unrecognized tax benefits, if recognized, would impact the effective tax rate. The Company is subject to taxation in the United States, various state and foreign jurisdictions. The Company has operations in the United States, Puerto Rico, Finland, Switzerland and Germany. The U.S. and Puerto Rico have statute of limitations ranging from 3 to 5 years and all other foreign jurisdictions have statute of limitation ranging from 4 to 5 years. However, the statute of limitations could be extended due to the Company’s NOL carryforward position in a number of its jurisdictions. The tax authorities generally have the ability to review income tax returns for periods where the statute of limitations has previously expired and can subsequently adjust the NOL carryforward or tax credit amounts. Accordingly, the Company does not expect to reverse any portion of the unrecognized tax benefits within the next year. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (14) Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2016, 2015 and 2014: (In thousands, except per share data) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Basic and diluted Net (loss) income $ (34,618 ) $ 11,058 $ 17,672 Weighted average common shares outstanding used in computing net (loss) income per share—basic 45,259 42,230 41,150 Plus: net effect of dilutive stock options and unvested restricted common shares — 1,391 1,394 Weighted average common shares outstanding used in computing net (loss) income per share—diluted 45,259 43,621 42,544 Net (loss) income per share—basic $ (0.76 ) $ 0.26 $ 0.43 Net (loss) income per share—diluted $ (0.76 ) $ 0.25 $ 0.42 The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. The Company’s stock options and unvested shares of restricted common stock could have the most significant impact on diluted shares. Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts. The following amounts were not included in the calculation of net income per diluted share because their effects were anti-dilutive: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Denominator Stock options and restricted common shares 7,749 4,179 4,078 Convertible note 10 19 29 Additionally, the impact of the convertible debt was determined to be anti-dilutive and excluded from the calculation of net income per diluted share for the years ended December 31, 2016, 2015 and 2014. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | (15) Employee Benefit Plan Effective September 1, 1999, the Company adopted a defined contribution 401(k) savings plan (the 401(k) plan) covering all employees of the Company. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) plan, subject to defined limitations. The plan includes an employer match contribution to employee deferrals. For each dollar an employee invests up to 6% of his or her earnings, the Company will contribute an additional 50 cents into the funds. The Company’s expense related to the plan was $2.6 million, $2.4 million and $1.9 million for the years ended December 31, 2016, 2015, and 2014, respectively. |
Quarterly Consolidated Financia
Quarterly Consolidated Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Consolidated Financial Data (unaudited) | (16) Quarterly Consolidated Financial Data (unaudited) (In thousands, except per share amounts) 2016 March 31 June 30 September 30 December 31 Total net revenues $ 115,904 $ 127,458 $ 135,613 $ 140,627 Gross profit 92,559 100,864 107,810 110,258 Net loss—basic and diluted (520 ) (18,957 ) (13,032 ) (3,094 ) Net loss attributable to Acorda Therapeutics, Inc. —basic and diluted (520 ) (18,279 ) (12,725 ) (3,094 ) Net loss per share—basic $ (0.01 ) $ (0.40 ) $ (0.28 ) $ (0.07 ) Net loss per share—diluted (0.01 ) (0.40 ) (0.28 ) (0.07 ) 2015 March 31 June 30 September 30 December 31 Total net revenues (1) $ 99,851 $ 113,707 $ 148,199 $ 130,903 Gross profit 81,247 90,840 123,299 104,343 Net income—basic and diluted (2) (3,085 ) 997 3,941 9,205 Net income per share—basic $ (0.07 ) $ 0.02 $ 0.09 $ 0.22 Net income per share—diluted (0.07 ) 0.02 0.09 0.21 (1) In the third quarter of 2015, the Company recognized a one-time increase in net revenue of $22.2 million, representing previously deferred product sales for Zanaflex products due to the Company’s conversion from the deferred revenue recognition model (sell-through) to the traditional revenue recognition model (sell-in). (2) In the third quarter of 2015, the Company made a payment of $8.75 million to the former shareholders of Neuronex in exchange for certain modifications to the Company’s future contingent payment obligations pertaining to Plumiaz. This payment was reflected as R&D expense. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) and include the results of operations of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include share‑based compensation accounting, which are largely dependent on the fair value of the Company’s equity securities, measurement of changes in the fair value of acquired contingent consideration which is based on a probability weighted discounted cash flow valuation methodology and valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalents are held in highly rated securities including a Treasury money market fund and U.S. Treasury bonds, which are unrestricted as to withdrawal or use. To date, the Company has not experienced any losses on its cash and cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. We maintain cash balances in excess of insured limits. We do not anticipate any losses with respect to such cash balances. |
Restricted Cash | Restricted Cash Restricted cash represents a bank account with funds to cover the Company’s self-funded employee health insurance. At December 31, 2016, the Company also held $0.3 million of restricted cash related to cash collateralized standby letters of credit in connection with obligations under facility leases, which is included with other assets in the consolidated balance sheet due to the long-term nature of the letters of credit. (see Note 8). |
Investments | Investments Short-term investments consist of U.S. Treasury bonds. The Company classifies marketable securities available to fund current operations as short-term investments in current assets on its consolidated balance sheets. Marketable securities are classified as long-term investments in long-term assets on the consolidated balance sheets if the Company has the ability and intent to hold them and such holding period is longer than one year. The Company classifies its short-term investments as available-for-sale. Available-for-sale securities are recorded at the fair value of the investments based on quoted market prices. Unrealized holding gains and losses on available-for-sale securities, which are determined to be temporary, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss. Premiums and discounts on investments are amortized over the life of the related available-for-sale security as an adjustment to yield using the effective‑interest method. Dividend and interest income are recognized when earned. Amortized premiums and discounts, dividend and interest income are included in interest income. Realized gains and losses are included in other income. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income The Company’s other comprehensive (loss) income is comprised of unrealized gains and losses on available-for-sale securities and adjustments for foreign currency translation and is recorded and presented net of income tax. There was no income tax allocated to the foreign currency translation adjustment in Other Comprehensive (Loss) Income for the period ended December 31, 2016. The cumulative foreign currency translation adjustment reported in Other Comprehensive (Loss) Income was $12.9 million for the period ended December 31, 2016. There was no foreign currency translation adjustment reported in Other Comprehensive (Loss) Income for the period ended December 31, 2015 |
Inventory | Inventory Inventory is stated at the lower of cost or market value and includes amounts for Ampyra, Zanaflex tablet, Zanaflex Capsule and Qutenza inventories and is recorded at its net realizable value. The Company capitalizes inventory costs associated with the Company's products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Cost is determined using the first-in, first-out method (FIFO) for all inventories. The Company establishes reserves as necessary for obsolescence and excess inventory. Ampyra The cost of Ampyra inventory manufactured by Alkermes plc (Alkermes) is based on agreed upon pricing with Alkermes. In the event Alkermes does not manufacture the products, Alkermes is entitled to a compensating payment for the quantities of product provided by Patheon, the Company’s alternative manufacturer. This compensating payment is included in the Company’s inventory balances. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to seven years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. |
Goodwill | Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of the Company’s business acquisitions accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. See Note 4 for a discussion of goodwill. |
Intangible Assets | Intangible Assets The Company has finite lived intangible assets related to Selincro, Ampyra, and for certain website development costs. These intangible assets are amortized on a straight line basis over the period in which the Company expects to receive economic benefit and are reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The determination of the expected life will be dependent upon the use and underlying characteristics of the intangible asset. In the Company’s evaluation of the intangible assets, it considers the term of the underlying asset life and the expected life of the related product line. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. The Company also has indefinite lived intangible assets for the value of acquired in-process research and development related to CVT-301, tozadenant, SYN120 and BTT1023. The Company reviews the carrying value of indefinite lived intangible assets annually and whenever indicators of impairment are present. See also “In-Process Research and Development” and Note 4 for discussion on intangible assets. |
Contingent Consideration | Contingent Consideration The Company may record contingent consideration as part of the cost of business acquisitions. Contingent consideration is recognized at fair value as of the date of acquisition and recorded as a liability on the consolidated balance sheet. The contingent consideration is re-valued on a quarterly basis using a probability weighted discounted cash-flow approach until fulfillment or expiration of the contingency. Changes in the fair value of the contingent consideration are recognized in the statement of operations. See Note 12 for discussion on the Alkermes ARCUS agreement. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets may warrant revision or that the carrying value of the assets may be impaired. The Company evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related assets. Any write‑downs are treated as permanent reductions in the carrying amount of the assets. |
Patent Costs | Patent Costs Patent application and maintenance costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenses include the costs associated with the Company’s internal research and development activities, including salaries and benefits, occupancy costs, and research and development conducted for it by third parties, such as contract research organizations (CROs), sponsored university-based research, clinical trials, contract manufacturing for its research and development programs, and regulatory expenses. In addition, research and development expenses include the cost of clinical trial drug supply shipped to the Company’s clinical study vendors. For those studies that the Company administers itself, the Company accounts for its clinical study costs by estimating the patient cost per visit in each clinical trial and recognizes this cost as visits occur, beginning when the patient enrolls in the trial. This estimated cost includes payments to the trial site and patient-related costs, including laboratory costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, and the length of the treatment period for each patient. For those studies for which the Company uses a CRO, the Company accounts for its clinical study costs according to the terms of the CRO contract. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. As actual costs become known to the Company, it adjusts the accrual; such changes in estimate may be a material change in its clinical study accrual, which could also materially affect its results of operations. All research and development costs are expensed as incurred except when accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. These payments are capitalized at the time of payment and expensed ratably over the period the research and development activity is performed. |
In-Process Research and Development | In-Process Research and Development The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects will be further developed or have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method”, and uses estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. IPR&D intangible assets that are determined to have had a drop in their fair value are adjusted downward and an expense is recognized in the statement of operations. These assets are tested at least annually or sooner when a triggering event occurs that could indicate a potential impairment. |
Accounting for Income Taxes | Accounting for Income Taxes The Company provides for income taxes in accordance with ASC Topic 740 (ASC 740). Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance for the amounts of any tax benefits which, more likely than not, will not be realized. In determining whether a tax position is recognized for financial statement purposes, a two-step process is utilized whereby the threshold for recognition is a more likely-than-not test that the tax position will be sustained upon examination and the tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. |
Revenue Recognition | Revenue Recognition Ampyra Ampyra is available only through a network of specialty pharmacy providers that provide the medication to patients by mail; Kaiser Permanente, which distributes Ampyra to patients through a closed network of on-site pharmacies; and ASD Specialty Healthcare, Inc. (an AmerisourceBergen affiliate), which distributes Ampyra to the U.S. Bureau of Prisons, the U.S. Department of Defense, the U.S. Department of Veterans Affairs, or VA, and other federal agencies. Ampyra is not available in retail pharmacies. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, and the amount of returns can be reasonably estimated and collectability is reasonably assured. The Company recognizes product sales of Ampyra following shipment of product to a network of specialty pharmacy providers, Kaiser Permanente, and ASD Specialty Healthcare, Inc. The specialty pharmacy providers, Kaiser Permanente, and ASD Specialty Healthcare, Inc. are contractually obligated to hold no more than an agreed number of days of inventory, ranging from 10 to 30 days. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated discounts, rebates, and chargebacks. These allowances are recorded for cash consideration given by a vendor to a customer that is presumed to be a reduction of the selling prices of the vendor’s products or services and, therefore, are characterized as a reduction of revenue. At the time product is shipped to specialty pharmacies, Kaiser Permanente and ASD Specialty Healthcare, Inc., an adjustment is recorded for estimated discounts, rebates, and chargebacks. These allowances are established by management as its best estimate based on available information and will be adjusted to reflect known changes in the factors that impact such allowances. Allowances for discounts, rebates, and chargebacks are established based on the contractual terms with customers, historical trends, communications with customers and the levels of inventory remaining in the distribution channel, as well as expectations about the market for the product and anticipated introduction of competitive products. Product shipping and handling costs are included in cost of sales. The Company does not accept returns of Ampyra with the exception of product damages that occur during shipping. Zanaflex The Company applies the revenue recognition guidance in Accounting Standards Codification (ASC) 605-15-25, which among other criteria requires that future returns can be reasonably estimated in order to recognize revenue. Prior to the three-month period ended September 30, 2015, the Company accounted for Zanaflex tablet and capsule (Zanaflex products) shipments using a deferred revenue recognition model (sell-through). Under the deferred revenue recognition model, the Company did not recognize revenue upon product shipment. For product shipments, the Company invoiced the wholesaler, recorded deferred revenue at gross invoice sales price, and classified the cost basis of the product held by the wholesaler as a separate component of inventory. The Company recognized revenue when prescribed to the end-user, on a first-in first-out (FIFO) basis. The Company’s revenue to be recognized was based on the estimated prescription demand, based on pharmacy sales for its products using third-party information, including third-party market research data. The Company’s sales and revenue recognition reflected the Company’s estimate of actual product prescribed to the end-user. Beginning in the third quarter of 2015, the Company is recognizing sales for Zanaflex products when the product is shipped to its wholesale distributors (sell-in), as the Company believes there is now sufficient history to reasonably estimate expected returns. For the three-month period ended September 30, 2015, the Company recognized a one-time increase in net revenue of $22.2 million, representing previously deferred product sales as of June 30, 2015, net of an allowance for estimated returns. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated discounts, rebates, chargebacks and returns. Qutenza Qutenza is distributed in the U.S. by Besse Medical, Inc., a specialty distributor that furnishes the medication to physician offices; and by ASD Specialty Healthcare, Inc., a specialty distributor that furnishes the medication to hospitals and clinics. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, and the amount of returns can be reasonably estimated and collectability is reasonably assured. This means that, for Qutenza, the Company recognizes product sales following shipment of product to its specialty distributors. The Company’s net revenues represent total revenues less allowances for customer credits, including estimated rebates, chargebacks, and returns. Milestones and royalties In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (FASB) guidance on the milestone method of revenue recognition. At the inception of a collaboration agreement the Company evaluates if payments are substantive. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonably relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. |
Collaborations | Collaborations The Company recognizes collaboration revenues and expenses by analyzing each element of the agreement to determine if it shall be accounted for as a separate element or single unit of accounting. If an element shall be treated separately for revenue recognition purposes, the revenue recognition principles most appropriate for that element are applied to determine when revenue shall be recognized. If an element shall not be treated separately for revenue recognition purposes, the revenue recognition principles most appropriate for the bundled group of elements are applied to determine when revenue shall be recognized. Payments received in excess of revenues recognized are recorded as deferred revenue until such time as the revenue recognition criteria have been met. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments in cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains cash, cash equivalents, restricted cash and short-term investments with approved financial institutions. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution. The Company does not own or operate, and currently does not plan to own or operate, facilities for production and packaging of Ampyra or its other commercial products, Zanaflex Capsules, Zanaflex tablets or Qutenza. It relies and expects to continue to rely on third parties for the production and packaging of its commercial products and clinical trial materials for all of its products except CVT-301. The Company leases a manufacturing facility in Chelsea, Massachusetts which produces CVT-301 for clinical trials and eventually will produce commercial supply, if approved. The Company relies primarily on Alkermes for its supply of Ampyra. Under its supply agreement with Alkermes, the Company is obligated to purchase at least 75% of its yearly supply of Ampyra from Alkermes, and it is required to make compensatory payments if it does not purchase 100% of its requirements from Alkermes, subject to certain specified exceptions. The Company and Alkermes have agreed that the Company may purchase up to 25% of its annual requirements from Patheon, a mutually agreed-upon second manufacturing source, with compensatory payment. The Company and Alkermes also rely on a single third-party manufacturer, Regis, to supply dalfampridine, the active pharmaceutical ingredient, or API, in Ampyra. If Regis experiences any disruption in their operations, a delay or interruption in the supply of Ampyra product could result until Regis cures the problem or it locates an alternate source of supply. The Company’s principal direct customers as of December 31, 2016 were a network of specialty pharmacies, Kaiser Permanente, and ASD Specialty Healthcare, Inc. for Ampyra, wholesale pharmaceutical distributors for Zanaflex Capsules and Zanaflex tablets, and two specialty distributors for Qutenza. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Three customers individually accounted for more than 10% of the Company’s revenue in 2016 and 2015 and four customers individually accounted for more than 10% of the Company’s revenue in 2014. Three customers individually accounted for more than 10% of the Company’s accounts receivable as of December 31, 2016 and 2015, respectively. The Company’s net product revenues are generated in the U.S. |
Allowance for Cash Discounts | Allowance for Cash Discounts An allowance for cash discounts is accrued based on historical usage rates at the time of product shipment. The Company adjusts accruals based on actual activity as necessary. Cash discounts are typically settled with customers within 30 days after the end of each calendar month. The Company had cash discount allowances of $5.7 million and $5.1 million for the years ended December 31, 2016 and 2015, respectively. The Company’s accruals for cash discount allowances were $0.6 million and $0.5 million as of December 31, 2016 and 2015, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts A portion of the Company’s accounts receivable may not be collected due principally to customer disputes. The Company provides reserves for these situations based on the evaluation of the aging of its trade receivable portfolio and an analysis of high-risk customers. The Company has not historically experienced material losses related to credit risk. The Company has recognized an allowance related to one customer of approximately $0.4 million as of December 31, 2016 and December 31, 2015. For the year ended December 31, 2016 and 2015, the Company recorded no provision and did not record any write-offs. |
Contingencies | Contingencies The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation expenses are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Significant differences can arise between the fair value and carrying amounts of financial instruments that are recognized at historical cost amounts. The Company considers that fair value should be based on the assumptions market participants would use when pricing the asset or liability. The following methods are used to estimate the fair value of the Company’s financial instruments: (a) Cash equivalents, grants receivable, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments; (b) Available-for-sale securities are recorded based primarily on quoted market prices; (c) Acquired contingent consideration related to the Civitas acquisition is measured at fair value using a probability weighted, discounted cash flow approach; (d) Convertible Senior Notes were measured at fair value based on market quoted prices of debt securities with similar terms and maturities using other observable inputs; and (e) Capital and R&D loans were measured at fair value based on a discounted cash flow approach. |
Earnings per Share | Earnings per Share Basic net income (loss) per share and diluted net income per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method), the vesting of restricted stock and the potential dilutive effects of the conversion option on the Company’s convertible debt. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. See Note 14 for discussion on earnings (loss) per share. |
Share-based Compensation | Share‑based Compensation The Company has various share‑based employee and non-employee compensation plans, which are described more fully in Note 7. The Company accounts for stock options and restricted stock granted to employees and non-employees by recognizing the costs resulting from all share-based payment transactions in the consolidated financial statements at their fair values. The Company estimates the fair value of each option on the date of grant using the Black‑Scholes closed-form option‑pricing model based on assumptions of expected volatility of its common stock, prevailing interest rates, an estimated forfeiture rate, and the expected term of the stock options, and the Company recognizes that cost as an expense ratably over the associated employee service period. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; and income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operations. |
Segment and Geographic Information | Segment and Geographic Information The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information to allocate resources to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported to date are derived from the sales of Ampyra, Zanaflex and Qutenza in the U.S. |
Accumulated Other Comprehensive (Loss) | Accumulated Other Comprehensive (Loss) Unrealized gains (losses) from the Company’s investment securities and adjustments for foreign currency translation are included in accumulated other comprehensive loss within the consolidated balance sheet. |
Recent Accounting Pronouncements - Adopted | Recent Accounting Pronouncements - Adopted In August 2014, the FASB issued Accounting Standards Update 2014-15, “Presentation of Financial Statements-Going Concern” (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The Company adopted this guidance effective December 31, 2016. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-03, “Interest – Imputation of Interest” (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. ASU-2015-03 is effective for fiscal years and interim periods therein beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance retrospectively effective in the three-month period ended March 31, 2016. The impact of the adoption of this guidance on the Company’s consolidated balance sheet as of December 31, 2015 was a reclassification of approximately $5.0 million representing the unamortized balance of debt issuance costs as of December 31, 2015 from Other Assets to the Convertible Senior Notes liability. (In thousands) Balance at December 31, 2015 Revised Reporting As Previously Reported Other assets $ 247 $ 5,296 Convertible notes payable – due 2021 $ (290,420 ) $ (295,469 ) On June 12, 2015, the FASB issued Accounting Standards Update 2015-10, “Technical Corrections and Improvements”. With regard to fair value measurement disclosures, ASU 2015-10 clarified that, for nonrecurring measurements estimated at a date during the reporting period other than the end of the reporting period, an entity should clearly indicate that the fair value information presented is not as of the period’s end as well as the date or period that the measurement was taken. This change was effective immediately upon issuance of ASU 2015-10. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements or related disclosures. In September 2015, the FASB issued Accounting Standards update 2015-16, “Business Combinations” (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition the acquirer is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years and interim periods therein beginning after December 15, 2015 with early adoption permitted, and requires prospective application. The Company adopted this guidance effective December 31, 2015. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In November 2015, the FASB issued Accounting Standards updated 2015-17, “Income Taxes” (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets and associated valuation allowances be classified as noncurrent on the balance sheet instead of distinguishing between current and noncurrent. This guidance is effective for fiscal years and interim periods therein beginning after December 15, 2016, and may be applied prospectively or retrospectively with early adoption permitted. The Company early adopted this guidance effective with its fiscal year ending December 31, 2015 and elected to apply this guidance retrospectively. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements or related disclosures. In December 2016, the FASB issued Accounting Standards Update 2016-19, “Technical Corrections and Improvements”. With regard to fair value measurement disclosures, ASU 2016-19 clarifies the difference between a valuation approach and a valuation technique and also requires disclosure about when there has been a change in either or both a valuation approach and/or a valuation technique. This change was effective immediately upon issuance of ASU 2016-09. The adoption of this guidance did not have a significant effect on the Company’s consolidated financial statements or related disclosures. |
Recent Accounting Pronouncements – Not Yet Adopted | Recent Accounting Pronouncements – Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09). This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. In July 2015, the FASB deferred the effective date of the new revenue standard for interim and annual periods beginning after December 15, 2017 (previously December 15, 2016). The Company expects to adopt this guidance when effective. ASU 2014-09 allows for either full retrospective or modified retrospective adoption. The Company is evaluating the transition method that will be elected and the potential effects of adopting the provisions of ASU No. 2014-09. The new guidance requires the application of a five-step model to determine the amount and timing of revenue to be recognized. The underlying principle is that revenue is to be recognized for the transfer of goods or services to customers that reflects the amount of consideration that the Company expects to be entitled to in exchange for those goods or services. The Company is continuing to assess the impact of the new guidance on its accounting policies and procedures and is evaluating the new requirements as applied to existing revenue contracts. Although the Company is continuing to assess the impact of the new guidance, the Company believes the most significant impact will relate to the recognition of license revenues associated with its Biogen contract at a point in time rather than over a period of time. The Company is reviewing its revenue contracts and working on its plan for implementation of the new guidance which it expects to adopt beginning in the first quarter of 2018 . In July 2015, the FASB issued Accounting Standards Update 2015-11, “Inventory” (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11), which requires the measurement of inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and interim periods therein with early adoption permitted. The Company expects to adopt this guidance when effective and adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The main objective of this update is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating whether it will adopt this guidance early and whether it may have an impact on its consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases” (Topic 842). The main objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its consolidated financial statements is not currently estimable. In March 2016, the FASB issued Accounting Standards Update 2016-06, “Derivatives and Hedging” (Topic 815): Contingent Put and Call Options in Derivative Contracts (ASU 2016-06), which clarifies the requirements for assessing whether contingent options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods therein, with early adoption permitted. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation – Stock Compensation” (Topic 718). The main objective of this update is to simplify the accounting, and reporting classifications for certain aspects of share-based payment transactions. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company expects to adopt this guidance when effective and the impact it will have on its consolidated financial statements is not currently estimable. In August 2016, the FASB issued Accounting Standards Update ASU 2016-15 “Statement of Cash Flows” (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which specifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU requires retrospective application to all periods presented and is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update ASU 2016-18 “Statement of Cash Flows” (Topic 230), Restricted Cash (ASU 2016-18), which defines new requirements for the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The amendments in this ASU require retrospective application to each period presented and are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations” (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which provides additional clarification to aid in determining when a set of assets and activities is not a business. The amendments in this update require prospective applications and are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its consolidated financial statements. |
Subsequent Events | Subsequent Events Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined the following subsequent events required disclosure in our financial statements. On February 8, 2017, we entered into a settlement agreement with Apotex Inc. and its subsidiary Apotex Corporation (collectively “Apotex”) to resolve the patent litigation that we brought against them in the U.S. District Court for the District of Delaware, described above. As a result of the settlement agreement, Apotex will be permitted to market a generic version of Ampyra in the U.S. at a specified date in 2025, or potentially earlier under certain circumstances. The parties will request that the Court enter a Consent Order, in which it will dismiss our litigation against Apotex referred to above. The parties will submit the agreement to the Federal Trade Commission and the Department of Justice, as required by federal law. The settlement with Apotex does not resolve pending patent litigation that we brought against other ANDA filers, as described in this report. The settlement is reflected in our results of operations for the period ending December 31, 2016. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncement | (In thousands) Balance at December 31, 2015 Revised Reporting As Previously Reported Other assets $ 247 $ 5,296 Convertible notes payable – due 2021 $ (290,420 ) $ (295,469 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of Purchase Price to Estimated Fair Values of Assets Acquired and Liabilities Assumed | (In thousands) Preliminary Allocation as of the acquisition date Measurement Period Adjustments Preliminary Allocation, as adjusted through December 31, 2016 Cash and cash equivalents $ 73,854 $ — $ 73,854 Other current assets 2,208 (330 ) 1,878 Other long-term assets 4,962 — 4,962 Intangible assets (indefinite-lived) 260,500 — 260,500 Intangible assets (definite-lived) 65,000 — 65,000 Current liabilities (17,547 ) (1,025 ) (18,572 ) Deferred taxes (89,038 ) (870 ) (89,908 ) Other long-term liabilities (26,715 ) 1,025 (25,690 ) Fair value of assets and liabilities acquired 273,224 (1,200 ) 272,024 Goodwill 102,676 1,200 103,876 Total purchase price 375,900 — 375,900 Less: Noncontrolling interests (25,736 ) — (25,736 ) Purchase consideration on date of acquisition $ 350,164 $ — $ 350,164 |
Summary of Supplemental Pro Forma Financial Information | Year ended Year ended December 31, 2016 December 31, 2015 (In thousands) Reported Pro Forma Reported Pro Forma Net revenues $ 519,601 $ 520,658 $ 492,660 $ 496,688 Net (loss) income from continuing operations attributable to Acorda $ (34,618 ) $ (57,925 ) $ 11,058 $ (28,684 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2016 December 31, 2015 (Dollars In thousands) Estimated Remaining Useful Lives (Years) Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount In-process research & development (1) Indefinite-lived $ 683,500 $ — $ (1,794 ) $ 681,706 $ 423,000 $ — $ 423,000 Selincro 6 65,000 (6,445 ) (4,061 ) 54,494 — — — Ampyra milestones 10 5,750 (2,677 ) — 3,073 5,750 (2,380 ) 3,370 Ampyra CSRO royalty buyout 3 3,000 (2,108 ) — 892 3,000 (1,817 ) 1,183 Website development costs 3 13,459 (11,485 ) — 1,974 12,504 (9,467 ) 3,037 Website development costs–in process n/a 103 — — 103 266 — 266 $ 770,812 $ (22,715 ) $ (5,855 ) $ 742,242 $ 444,520 $ (13,664 ) $ 430,856 (1) Includes the fair values of: CVT-301: $423.0 million; tozadenant: $232.0 million; SYN120: $24.2 million and BTT-1023: $4.3 million |
Schedule of Estimated Future Amortization Expense for Intangible Assets | (In thousands) 2017 $ 11,119 2018 10,423 2019 10,055 2020 9,602 2021 9,583 Thereafter 13,712 $ 64,494 |
Schedule of Changes in Carrying Amount of Goodwill | (In thousands) Balance at December 31, 2015 $ 183,636 Goodwill associated with the acquisition of Biotie Therapies Corp. 102,676 Increase to goodwill due to measurement period adjustments 1,200 Foreign currency translation adjustment (6,913 ) Balance at December 31, 2016 $ 280,599 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Available For Sale Securities Current [Abstract] | |
Schedule of available-for-sale securities | (In thousands) Amortized Cost Gross unrealized gains Gross unrealized losses Estimated fair value December 31, 2016 US Treasury bonds $ — $ — $ — $ — December 31, 2015 US Treasury bonds $ 200,244 $ — $ (143 ) $ 200,101 |
Schedule of changes in accumulated other comprehensive (loss) income | The changes in AOCI associated with the net unrealized holding losses on available-for-sale investments during the years ended December 31, 2016 and 2015 were as follows (in thousands): (In thousands) Net Unrealized Gains (Losses) on Marketable Securities Balance at December 31, 2014 $ (74 ) Other comprehensive loss before reclassifications: (45 ) Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive loss (119 ) Balance at December 31, 2015 (119 ) Other comprehensive loss before reclassifications: Amounts reclassified from accumulated other comprehensive loss 119 Net current period other comprehensive income 119 Balance at December 31, 2016 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following: (In thousands) December 31, 2016 December 31, 2015 Estimated useful lives used Machinery and equipment $ 21,964 $ 21,026 2-7 years Leasehold improvements 19,406 19,135 Lesser of useful life or remaining lease term Computer equipment 18,700 15,776 1-3 years Laboratory equipment 7,522 6,514 2-5 years Furniture and fixtures 2,890 2,064 4-7 years Capital in progress 3,629 1,318 74,111 65,833 Less accumulated depreciation (39,801 ) (25,629 ) $ 34,310 $ 40,204 |
Common Stock Options and Rest30
Common Stock Options and Restricted Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Weighted Average Assumptions Using the Black-Scholes Option Pricing Model | The fair value of each option granted is estimated on the date of grant using the Black‑Scholes option‑pricing model with the following weighted average assumptions: Year ended December 31, 2016 2015 2014 Employees and directors: Estimated volatility% 44.63 % 46.68 % 51.26 % Expected life in years 5.99 5.88 5.84 Risk free interest rate% 1.46 % 1.74 % 1.79 % Dividend yield — — — |
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense included within the Company’s consolidated statements of operations: Year ended December 31, (In thousands) 2016 2015 2014 Research and development $ 10,610 $ 8,474 $ 5,939 Selling, general and administrative 25,777 24,992 23,498 Total $ 36,387 $ 33,466 $ 29,437 |
Schedule of Stock Option Activity | A summary of share‑based compensation activity for the year ended December 31, 2016 is presented below: Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In thousands) Balance at December 31, 2013 6,486 $ 25.61 Granted 2,352 36.56 Forfeited and expired (306 ) 32.40 Exercised (746 ) 21.46 Balance at December 31, 2014 7,786 $ 29.05 Granted 1,651 35.45 Forfeited and expired (343 ) 34.85 Exercised (871 ) 20.77 Balance at December 31, 2015 8,223 $ 30.97 Granted 1,766 31.55 Forfeited and expired (723 ) 34.21 Exercised (194 ) 17.69 Balance at December 31, 2016 9,072 $ 31.11 6.3 $ 70,680 Vested and expected to vest at December 31, 2016 8,994 $ 31.10 6.3 $ 70,032 Vested and exercisable at December 31, 2016 6,152 $ 30.00 5.2 $ 59,612 |
Schedule of Stock Options Activity, By Exercise Price Range | Options Outstanding Options Exercisable Range of exercise price Outstanding as of December 31, 2016 (In thousands) Weighted- average remaining contractual life Weighted- average exercise price Exercisable as of December 31, 2016 (In thousands) Weighted- average exercise price $15.91 - $26.35 2,335 4.0 $ 22.97 2,102 $ 22.82 $26.38 - $30.46 1,879 7.0 29.27 1,200 29.64 $30.49 - $35.53 2,395 6.9 33.83 1,459 33.23 $35.58 - $39.38 2,278 7.3 37.28 1,318 37.54 $39.67 - $44.50 185 8.1 41.37 73 41.62 9,072 6.3 $ 31.11 6,152 $ 30.00 |
Schedule of Restricted Stock Activity | Restricted Stock Number of Shares (In thousands) Nonvested at December 31, 2013 421 Granted 387 Vested (241 ) Forfeited (48 ) Nonvested at December 31, 2014 519 Granted 205 Vested (244 ) Forfeited (39 ) Nonvested at December 31, 2015 441 Granted 664 Vested (236 ) Forfeited (244 ) Nonvested at December 31, 2016 625 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Note Balances | The outstanding note balance as of December 31, 2016 and 2015 consisted of the following: (In thousands) December 31, 2016 December 31, 2015 Liability component: Principal $ 345,000 $ 345,000 Less: debt discount and debt issuance costs , net (45,605 ) (54,580 ) Net carrying amount 299,395 $ 290,420 Equity component $ 61,195 $ 61,195 |
Schedule of Interest Expense Recognized Related to the Notes | The following table sets forth total interest expense recognized related to the Notes for the years ended December 31, 2016 and 2015: (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Contractual interest expense $ 6,038 $ 6,038 Amortization of debt issuance costs 830 792 Amortization of debt discount 8,145 7,770 Total interest expense $ 15,013 $ 14,600 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current liabilities | (In thousands) December 31, 2016 December 31, 2015 Product allowance accruals $ 26,995 $ 18,325 Research and development expense accruals 21,151 10,447 Bonus payable 15,962 12,324 Accrued inventory 14,629 6,497 Royalties payable 2,977 2,838 Vacation accrual 2,825 2,270 Commercial and marketing expense accruals 2,040 3,054 Sales force commissions and incentive payments payable 1,933 1,978 Administrative expenses 1,805 1,133 Medical affairs expenses 1,004 1,498 Other accrued expenses 13,569 5,769 Total $ 104,890 $ 66,133 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Minimum Significant Contractual Obligations | Payments due by period (1)(8) (In thousands) Total Less than 1 year 1-3 years 4-5 years Convertible Senior Notes (2) $ 371,557 $ 6,038 $ 12,075 $ 353,444 Convertible notes payable (3) 767 767 — — Capital loans (4) 28,056 5,689 — 22,367 Research and development loans (5) 2,835 567 1,134 1,134 Operating leases (6) 35,904 7,268 14,297 14,339 Inventory purchase commitments (7) 30,791 30,791 — — Total $ 469,910 $ 51,120 $ 27,506 $ 391,284 (1) Excludes a liability for uncertain tax positions totaling $6.9 million. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (2) Represents the future payments of principal and interest to be made on the Convertible Senior Notes issued in June 2014 and due in 2021. (3) Represents the remaining principal and interest payment on the convertible note. (4) Represents payments for the convertible and non-convertible capital loans. The convertible capital loan and the non-convertible capital loans have a stated maturity of less than one year. However, the repayment of the non-convertible capital loans and payment of accrued interest thereon are governed by a restrictive condition, according to which the loan principal may only be repaid if Biotie’s consolidated restricted equity is fully covered. Accrued interest may only be paid if Biotie, including its subsidiaries, has sufficient funds for profit distribution as of the most recently ended fiscal year. Interest accrues in the interim. (5) Represents the future principal payments on the R&D loans acquired from Biotie. (6) Represents payments for the operating leases of the Company’s Ardsley, NY headquarters, the Company’s manufacturing facility in Chelsea, MA, and lab and office space in Waltham, MA, Biotie’s office/clinical operations in South San Francisco, CA and the office in Turku Finland. (7) Represents Ampyra, Zanaflex, and Qutenza inventory commitments. The Ampyra inventory commitment is an estimate as the price paid for Ampyra inventory is based on a percentage of the net product sales during the quarter Alkermes ships inventory to us. Under our supply agreement with Alkermes, we provide Alkermes with monthly written 18-month forecasts, and with annual written five-year forecasts for our supply requirements of Ampyra and two-year forecasts for our supply requirements of Zanaflex Capsules. In each of the five months for Zanaflex and three months for Ampyra following the submission of our written 18-month forecast we are obligated to purchase the quantity specified in the forecast, even if our actual requirements are greater or less. We have agreed to purchase at least 75% of our annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to us. (8) Pursuant to the UCB Termination and Transition Agreement, Biotie is required to pay up to $4.1 million (€ 3.9 million) to UCB. The amount that will be paid will be determined based on a percentage of future consideration Biotie will receive from tozadenant. The liability is excluded as the Company cannot currently estimate the period in which the liability will be payable, if ever. |
Schedule of Future Minimum Commitments under All Non-Cancelable Operating Leases | (In thousands) 2017 $ 7,268 2018 7,396 2019 6,901 2020 7,078 2021 7,261 Later years 18,342 $ 54,246 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | (In thousands) Level 1 Level 2 Level 3 2016 Assets Carried at Fair Value: Cash equivalents $ 18,514 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 72,100 2015 Assets Carried at Fair Value: Cash equivalents $ 70,504 $ 13,009 $ — Short-term investments — 200,101 — Liabilities Carried at Fair Value: Acquired contingent consideration — — 63,500 |
Contingent liability | |
Schedule of Contingent Liabilities | (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Acquired contingent consideration: Balance, beginning of period $ 63,500 $ 52,600 Fair value change to contingent consideration (unrealized) included in the statement of operations 8,600 10,900 Balance, end of period $ 72,100 $ 63,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of (Loss) Income Before Income Taxes | (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Domestic $ (36,454 ) $ 16,284 $ 25,679 Foreign (5,814 ) 3,085 2,330 Total $ (42,268 ) $ 19,369 $ 28,009 |
Schedule of Benefit from (Provision for) Income Taxes | (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Current: Federal $ (852 ) $ (603 ) $ (1,105 ) State (4,517 ) (2,773 ) (1,819 ) Foreign 781 (960 ) (732 ) (4,588 ) (4,336 ) (3,656 ) Deferred: Federal 9,465 (2,960 ) (6,085 ) State 1,788 (1,015 ) (596 ) Foreign — — — 11,253 (3,975 ) (6,681 ) Total benefit from (provision for) income taxes $ 6,665 $ (8,311 ) $ (10,337 ) |
Schedule of Reconciliation of the Statutory U.S. Federal Income Tax Rate to the Entity's Effective Income Tax Rate | Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes (3.8 )% 13.3 % 3.7 % Non-deductible payment to prior shareholders — 15.8 % — Foreign income tax 1.2 % 3.2 % 1.8 % Stock option compensation (3.8 )% 10.4 % 4.8 % Stock option shortfall (6.5 )% — — Research and development and orphan drug credits 28.9 % (42.9 )% (15.5 )% Increase to Uncertain Tax Positions (4.8 )% 7.1 % 2.3 % Other nondeductible and permanent differences (1.1 )% 1.9 % 2.6 % Valuation allowance (31.6 )% (0.9 )% 2.2 % Transaction Cost (5.9 )% — — Gain or Loss on Hedging 8.2 % — — Effective income tax rate 15.8 % 42.9 % 36.9 % |
Schedule of Deferred Tax Assets and Liabilities | (In thousands) December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss and other carryforwards $ 97,391 $ 60,889 Tax credits 35,489 20,778 Deferred revenue 11,672 13,949 Stock based compensation 34,700 27,142 Contingent consideration 26,543 23,298 Employee compensation 6,116 5,603 Legal reserve 2,707 — Rebate and returns reserve 7,582 4,994 Capitalized R&D 10,025 — Other 4,096 3,126 Total deferred tax assets $ 236,321 $ 159,779 Valuation allowance $ (63,225 ) $ (5,277 ) Total deferred tax assets net of valuation allowance $ 173,096 $ 154,502 Deferred tax liabilities: Intangible assets (245,500 ) (145,433 ) Convertible debt (16,003 ) (19,087 ) Total deferred tax liabilities $ (261,503 ) $ (164,520 ) Net deferred tax liability $ (88,407 ) $ (10,018 ) |
Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Beginning of period balance $ 4,835 $ 3,295 $ 2,244 Increases for tax positions taken during a prior period 570 308 451 Decreases for tax positions taken during a prior period — — (200 ) Increases for tax positions taken during the current period 1,451 1,232 800 Reduction as a result of a lapse of statute of limitations — — — $ 6,856 $ 4,835 $ 3,295 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per share | (In thousands, except per share data) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Basic and diluted Net (loss) income $ (34,618 ) $ 11,058 $ 17,672 Weighted average common shares outstanding used in computing net (loss) income per share—basic 45,259 42,230 41,150 Plus: net effect of dilutive stock options and unvested restricted common shares — 1,391 1,394 Weighted average common shares outstanding used in computing net (loss) income per share—diluted 45,259 43,621 42,544 Net (loss) income per share—basic $ (0.76 ) $ 0.26 $ 0.43 Net (loss) income per share—diluted $ (0.76 ) $ 0.25 $ 0.42 |
Schedule of antidilutive securities excluded from calculation of net income per diluted share | (In thousands) Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Denominator Stock options and restricted common shares 7,749 4,179 4,078 Convertible note 10 19 29 |
Quarterly Consolidated Financ37
Quarterly Consolidated Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Consolidated Financial Data | Quarterly Consolidated Financial Data (unaudited) (In thousands, except per share amounts) 2016 March 31 June 30 September 30 December 31 Total net revenues $ 115,904 $ 127,458 $ 135,613 $ 140,627 Gross profit 92,559 100,864 107,810 110,258 Net loss—basic and diluted (520 ) (18,957 ) (13,032 ) (3,094 ) Net loss attributable to Acorda Therapeutics, Inc. —basic and diluted (520 ) (18,279 ) (12,725 ) (3,094 ) Net loss per share—basic $ (0.01 ) $ (0.40 ) $ (0.28 ) $ (0.07 ) Net loss per share—diluted (0.01 ) (0.40 ) (0.28 ) (0.07 ) 2015 March 31 June 30 September 30 December 31 Total net revenues (1) $ 99,851 $ 113,707 $ 148,199 $ 130,903 Gross profit 81,247 90,840 123,299 104,343 Net income—basic and diluted (2) (3,085 ) 997 3,941 9,205 Net income per share—basic $ (0.07 ) $ 0.02 $ 0.09 $ 0.22 Net income per share—diluted (0.07 ) 0.02 0.09 0.21 (1) In the third quarter of 2015, the Company recognized a one-time increase in net revenue of $22.2 million, representing previously deferred product sales for Zanaflex products due to the Company’s conversion from the deferred revenue recognition model (sell-through) to the traditional revenue recognition model (sell-in). (2) In the third quarter of 2015, the Company made a payment of $8.75 million to the former shareholders of Neuronex in exchange for certain modifications to the Company’s future contingent payment obligations pertaining to Plumiaz. This payment was reflected as R&D expense. |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($)itemCustomersegment | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014Customer | |
Other Comprehensive (Loss) Income | ||||
Foreign currency translation adjustment, Tax | $ 0 | |||
Foreign currency translation adjustment | $ (12,901,000) | $ 0 | ||
Revenue Recognition | ||||
Net adjustment from previously deferred product sales | $ 22,200,000 | |||
Number of specialty distributors for Qutenza | item | 2 | |||
Allowance for Cash Discounts | ||||
Time period needed typically to settle cash discounts | 30 days | |||
Allowance for cash discounts | $ 5,700,000 | 5,100,000 | ||
Accrual for allowance for cash discounts | $ 600,000 | 500,000 | ||
Allowance for Doubtful Accounts | ||||
Number of customer to whom an allowance for doubtful accounts recognized | item | 1 | |||
Allowance for doubtful accounts related to one customer | $ 400,000 | 400,000 | ||
Provision for doubtful accounts | $ 0 | 0 | ||
Segment and Geographic Information | ||||
Number of operating segments | segment | 1 | |||
Number of reportable operating segments | segment | 1 | |||
Accounting Standards Update 2015-03 | Other Noncurrent Assets | ||||
Segment and Geographic Information | ||||
Unamortized debt issuance cost | (5,000,000) | |||
Accounting Standards Update 2015-03 | Convertible notes payable - due 2021 | ||||
Segment and Geographic Information | ||||
Unamortized debt issuance cost | $ 5,000,000 | |||
Product revenue | ||||
Revenue Recognition | ||||
Number of customers | Customer | 3 | 3 | 4 | |
Accounts receivable | ||||
Revenue Recognition | ||||
Number of customers | Customer | 3 | 3 | ||
Minimum | ||||
Property and Equipment | ||||
Estimated useful lives | 1 year | |||
Minimum | Supply agreement | Alkermes License Agreement | ||||
Revenue Recognition | ||||
Compensatory Payments Purchase Requirements Threshold Percentage | 75.00% | |||
Minimum | Ampyra | ||||
Revenue Recognition | ||||
Contractually obligated inventory holdings period | 10 days | |||
Maximum | ||||
Property and Equipment | ||||
Estimated useful lives | 7 years | |||
Maximum | Supply agreement | Alkermes License Agreement | ||||
Revenue Recognition | ||||
Compensatory Payments Purchase Requirements Threshold Percentage | 100.00% | |||
Maximum | Supply agreement | Patheon Inc Second Manufacturing agreement | ||||
Revenue Recognition | ||||
Compensatory Payments Purchase Requirements Threshold Percentage | 25.00% | |||
Maximum | Ampyra | ||||
Revenue Recognition | ||||
Contractually obligated inventory holdings period | 30 days | |||
Letters of Credit | ||||
Restricted Cash | ||||
Restricted Cash and Cash Equivalents | $ 300,000 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of New Accounting Pronouncement (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Recently Issued / Adopted Accounting Pronouncements | ||
Other assets | $ 5,855 | $ 247 |
Convertible notes payable – due 2021 | $ (299,395) | (290,420) |
As Previously Reported | ||
Recently Issued / Adopted Accounting Pronouncements | ||
Other assets | 5,296 | |
Convertible notes payable – due 2021 | $ (295,469) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | May 04, 2016 | Sep. 30, 2016 | Apr. 18, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | May 02, 2016 |
Acquisitions | |||||||||
Goodwill | $ 280,599 | $ 280,599 | $ 183,636 | ||||||
Net revenues | 519,601 | 492,660 | $ 401,480 | ||||||
Net (loss) income | (35,603) | $ 11,058 | 17,672 | ||||||
Realized gain on foreign currency options | $ 147 | ||||||||
Biotie Therapies Corp. | |||||||||
Acquisitions | |||||||||
Voting interest acquired (as a percent) | 93.00% | ||||||||
Aggregate equity purchase price | $ 350,000 | ||||||||
Additional voting interest acquired (as a percent) | 4.00% | 3.00% | |||||||
Purchase consideration for subsequent acquisition | $ 14,500 | ||||||||
Voting interest acquired including subsequent acquisition (as a percent) | 100.00% | 97.00% | |||||||
Payment of cash security deposit | $ 13,500 | ||||||||
Goodwill | 102,676 | 103,876 | 103,876 | ||||||
Acquisition-related expenses | 18,100 | ||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||
Net revenues | 2,700 | ||||||||
Net (loss) income | 37,500 | ||||||||
Biotie Therapies Corp. | Foreign currency option | |||||||||
Acquisitions | |||||||||
Notional value of foreign currency option | $ 0 | ||||||||
Biotie Therapies Corp. | Selling, general, and administrative | |||||||||
Acquisitions | |||||||||
Acquisition-related expenses | 17,600 | ||||||||
Biotie Therapies Corp. | Other income | Foreign currency option | |||||||||
Acquisitions | |||||||||
Realized gain on foreign currency options | 9,900 | ||||||||
Biotie Therapies Corp. | Measurement Period Adjustments | |||||||||
Acquisitions | |||||||||
Goodwill | $ 1,200 | $ 1,200 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of Purchase Price to Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 18, 2016 | Dec. 31, 2015 |
Preliminary allocation of purchase price to estimated fair values of assets acquired and liabilities assumed | |||
Goodwill | $ 280,599 | $ 183,636 | |
Biotie Therapies Corp. | |||
Preliminary allocation of purchase price to estimated fair values of assets acquired and liabilities assumed | |||
Cash and cash equivalents | 73,854 | $ 73,854 | |
Other current assets | 1,878 | 2,208 | |
Other long-term assets | 4,962 | 4,962 | |
Intangible assets (indefinite-lived) | 260,500 | 260,500 | |
Intangible assets (definite-lived) | 65,000 | 65,000 | |
Current liabilities | (18,572) | (17,547) | |
Deferred taxes | (89,908) | (89,038) | |
Other long-term liabilities | (25,690) | (26,715) | |
Fair value of assets and liabilities acquired | 272,024 | 273,224 | |
Goodwill | 103,876 | 102,676 | |
Total purchase price | 375,900 | 375,900 | |
Less: Noncontrolling interests | (25,736) | (25,736) | |
Purchase consideration on date of acquisition | 350,164 | $ 350,164 | |
Biotie Therapies Corp. | Measurement Period Adjustments | |||
Preliminary allocation of purchase price to estimated fair values of assets acquired and liabilities assumed | |||
Other current assets | (330) | ||
Current liabilities | (1,025) | ||
Deferred taxes | (870) | ||
Other long-term liabilities | 1,025 | ||
Fair value of assets and liabilities acquired | (1,200) | ||
Goodwill | $ 1,200 |
Acquisitions - Summary of Suppl
Acquisitions - Summary of Supplemental Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquisitions | |||||||||||
Net (loss) income from continuing operations attributable to Acorda, Reported | $ (3,094) | $ (13,032) | $ (18,957) | $ (520) | $ 9,205 | $ 3,941 | $ 997 | $ (3,085) | $ (34,618) | $ 11,058 | $ 17,672 |
Biotie Therapies Corp. | |||||||||||
Acquisitions | |||||||||||
Net revenues, Pro Forma | 520,658 | 496,688 | |||||||||
Net (loss) income from continuing operations attributable to Acorda, Pro Forma | (57,925) | (28,684) | |||||||||
Net revenues, Reported | 519,601 | 492,660 | |||||||||
Net (loss) income from continuing operations attributable to Acorda, Reported | $ (34,618) | $ 11,058 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2010USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 18, 2016USD ($) | |
Intangible Assets | ||||
Amortization expense | $ 9,100 | $ 3,100 | ||
Ampyra | Alkermes License Agreement | ||||
Intangible Assets | ||||
Number of milestone payments | item | 2 | |||
Milestone payments made under agreement | $ 2,500 | |||
Additional payments based on the successful achievement of future regulatory or sales milestones | $ 2,500 | |||
Period for milestone payment | 2 years | |||
Aggregate milestone payments made under agreement | $ 5,750 | |||
Ampyra | Rush Agreement | ||||
Intangible Assets | ||||
Milestone payments made under agreement | 800 | |||
IPR&D | ||||
Intangible Assets | ||||
Indefinite-lived intangible asset, Cost | 683,500 | 423,000 | ||
IPR&D | CVT-301 | ||||
Intangible Assets | ||||
Indefinite-lived intangible asset, Cost | 423,000 | |||
Biotie Therapies Corp. | ||||
Intangible Assets | ||||
Value allocated to indefinite-lived intangible asset | 260,500 | $ 260,500 | ||
Selincro | ||||
Intangible Assets | ||||
Finite-lived intangible asset, Cost | $ 65,000 | |||
Estimated Remaining Useful Lives (Years) | 6 years | |||
Ampyra CSRO royalty buyout | ||||
Intangible Assets | ||||
Finite-lived intangible asset, Cost | $ 3,000 | $ 3,000 | $ 3,000 | |
Estimated Remaining Useful Lives (Years) | 3 years |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2010 | |
Intangible Assets | |||
Finite-lived intangible asset, Accumulated Amortization | $ (22,715) | $ (13,664) | |
Finite-lived intangible asset, Net Carrying Amount | 64,494 | ||
Intangible asset, Cost | 770,812 | 444,520 | |
Intangible asset, Foreign Currency Translation Adjustments | (5,855) | ||
Intangible asset, Net Carrying Amount | $ 742,242 | 430,856 | |
Selincro | |||
Intangible Assets | |||
Estimated Remaining Useful Lives (Years) | 6 years | ||
Finite-lived intangible asset, Cost | $ 65,000 | ||
Finite-lived intangible asset, Accumulated Amortization | (6,445) | ||
Finite-lived intangible assets, Foreign Currency Translation | (4,061) | ||
Finite-lived intangible asset, Net Carrying Amount | $ 54,494 | ||
Ampyra milestones | |||
Intangible Assets | |||
Estimated Remaining Useful Lives (Years) | 10 years | ||
Finite-lived intangible asset, Cost | $ 5,750 | 5,750 | |
Finite-lived intangible asset, Accumulated Amortization | (2,677) | (2,380) | |
Finite-lived intangible asset, Net Carrying Amount | $ 3,073 | 3,370 | |
Ampyra CSRO royalty buyout | |||
Intangible Assets | |||
Estimated Remaining Useful Lives (Years) | 3 years | ||
Finite-lived intangible asset, Cost | $ 3,000 | 3,000 | $ 3,000 |
Finite-lived intangible asset, Accumulated Amortization | (2,108) | (1,817) | |
Finite-lived intangible asset, Net Carrying Amount | $ 892 | 1,183 | |
Website development costs | |||
Intangible Assets | |||
Estimated Remaining Useful Lives (Years) | 3 years | ||
Finite-lived intangible asset, Cost | $ 13,459 | 12,504 | |
Finite-lived intangible asset, Accumulated Amortization | (11,485) | (9,467) | |
Finite-lived intangible asset, Net Carrying Amount | 1,974 | 3,037 | |
Website development costs - in process | |||
Intangible Assets | |||
Finite-lived intangible asset, Cost | 103 | 266 | |
Finite-lived intangible asset, Net Carrying Amount | 103 | 266 | |
IPR&D | |||
Intangible Assets | |||
Indefinite-lived intangible asset, Cost | 683,500 | 423,000 | |
Indefinite-lived intangible assets, Foreign Currency Translation | (1,794) | ||
Indefinite-lived intangible assets, Net Carrying Amount | $ 681,706 | $ 423,000 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill - Schedule of Intangible Assets (Parenthetical) (Details) - IPR&D - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | $ 683,500 | $ 423,000 |
CVT301 | ||
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | 423,000 | |
Tozadenant | ||
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | 232,000 | |
SYN120 | ||
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | 24,200 | |
BTT1023 | ||
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | $ 4,300 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Estimated future amortization expense | |
2,017 | $ 11,119 |
2,018 | 10,423 |
2,019 | 10,055 |
2,020 | 9,602 |
2,021 | 9,583 |
Thereafter | 13,712 |
Finite-lived intangible asset, Net Carrying Amount | $ 64,494 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Changes in carrying amount of goodwill | |
Beginning balance | $ 183,636 |
Goodwill associated with the acquisition of Biotie Therapies Corp. | 102,676 |
Increase to goodwill due to measurement period adjustments | 1,200 |
Foreign currency translation adjustment | (6,913) |
Ending balance | $ 280,599 |
Investments -Schedule of Availa
Investments -Schedule of Available-for-Sale Securities (Details) - US Treasury bonds $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Investments | |
Amortized Cost | $ 200,244 |
Gross unrealized losses | (143) |
Estimated fair value | $ 200,101 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Investments | ||
Available-for-sale securities | $ 0 | |
Realized gain on sale of investments | 30,000 | |
Long-term Investments | 0 | $ 0 |
Short-term investments classified as cash and cash equivalents | $ 18,500,000 | $ 83,500,000 |
Minimum | ||
Investments | ||
Short-term investments maturity term | 3 months | |
Long-term investments maturity term | 1 year | |
Maximum | ||
Investments | ||
Short-term investments maturity term | 1 year |
Investments - Schedule of Chang
Investments - Schedule of Changes in Accumulated Other Comprehensive (loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in accumulated other comprehensive (loss) income | |||
Balance at the beginning of the period | $ (119) | ||
Net current period other comprehensive income (loss) | (12,782) | $ (45) | $ (111) |
Balance at the end of the period | (12,901) | (119) | |
Net Unrealized Gains (Losses) on Marketable Securities | |||
Changes in accumulated other comprehensive (loss) income | |||
Balance at the beginning of the period | (119) | (74) | |
Other comprehensive loss before reclassifications | (45) | ||
Amounts reclassified from accumulated other comprehensive loss | 119 | ||
Net current period other comprehensive income (loss) | $ 119 | (119) | |
Balance at the end of the period | $ (119) | $ (74) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment | ||
Property and equipment | $ 74,111 | $ 65,833 |
Less accumulated depreciation | (39,801) | (25,629) |
Property and equipment, net | $ 34,310 | 40,204 |
Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 1 year | |
Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Machinery and equipment | ||
Property and Equipment | ||
Property and equipment | $ 21,964 | 21,026 |
Machinery and equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 2 years | |
Machinery and equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment | $ 19,406 | 19,135 |
Estimated useful lives used | Lesser of useful life or remaining lease term | |
Computer equipment | ||
Property and Equipment | ||
Property and equipment | $ 18,700 | 15,776 |
Computer equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 1 year | |
Computer equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 3 years | |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment | $ 7,522 | 6,514 |
Laboratory equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 2 years | |
Laboratory equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 5 years | |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment | $ 2,890 | 2,064 |
Furniture and fixtures | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 4 years | |
Furniture and fixtures | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Capital in progress | ||
Property and Equipment | ||
Property and equipment | $ 3,629 | $ 1,318 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 12.3 | $ 11.9 |
Common Stock Options and Rest53
Common Stock Options and Restricted Stock - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 14, 2016 | Jun. 18, 1999 | |
Share-based compensation expense | ||||||
Share-based compensation expense recognized | $ 36,387,000 | $ 33,466,000 | $ 29,437,000 | |||
Share based compensation, other disclosures | ||||||
Total unrecognized compensation costs related to unvested stock options and restricted stock awards that the company expects to recognize | $ 52,500,000 | |||||
Weighted average period | 2 years 3 months 18 days | |||||
Employees and Directors | ||||||
Share-based compensation expense | ||||||
Stock options and restricted stock awards granted during period (in shares) | 2,641,683 | |||||
Stock Options | ||||||
Share-based compensation expense | ||||||
Options granted (in shares) | 1,766,000 | 1,651,000 | 2,352,000 | |||
Balance at the end of the period (in dollars per share) | $ 31.11 | $ 30.97 | $ 29.05 | $ 25.61 | ||
Stock Options | Employees and Directors | ||||||
Share-based compensation expense | ||||||
Weighted average fair value of options granted (in dollars per share) | 13.26 | $ 15.85 | $ 17.61 | |||
Balance at the end of the period (in dollars per share) | $ 30.85 | |||||
Share-based compensation expense recognized | $ 10,800,000 | |||||
Stock Options | Non Employee | ||||||
Share-based compensation expense | ||||||
Options granted (in shares) | 0 | 0 | 0 | |||
Stock Options And Restricted Stock Awards | ||||||
Share-based compensation expense | ||||||
Compensation costs capitalized in inventory balances | $ 0 | |||||
Stock Options And Restricted Stock Awards | Employees and Directors | ||||||
Share-based compensation expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | 36,700,000 | |||||
Share-based compensation expense recognized | $ 36,400,000 | $ 33,500,000 | $ 29,400,000 | |||
The 1999 Plan | ||||||
Share-based compensation expense | ||||||
Number of shares authorized for issuance | 2,481,334 | |||||
Aggregate restricted stock granted (in shares) | 2,384,345 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 0 | |||||
The 2006 Plan | ||||||
Share-based compensation expense | ||||||
Number of shares authorized for issuance | 14,912,048 | |||||
Aggregate restricted stock granted (in shares) | 12,620,331 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 7,150,883 | |||||
Expiration period | 10 years | |||||
Annual automatic increase in common stock available for issuance (as a percent) | 4.00% | |||||
Board Approval Automatic Increases in Common Stock Available for Issuance | 4.00% | 4.00% | 4.00% | |||
The 2015 Plan | ||||||
Share-based compensation expense | ||||||
Number of shares authorized for issuance | 5,100,000 | |||||
Aggregate restricted stock granted (in shares) | 2,392,521 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 4,818,858 | |||||
Expiration period | 10 years | |||||
The 2016 Plan | ||||||
Share-based compensation expense | ||||||
Number of shares authorized for issuance | 366,950 | |||||
Aggregate restricted stock granted (in shares) | 331,950 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 234,750 |
Common Stock Options and Rest54
Common Stock Options and Restricted Stock - Schedule of Weighted Average Assumptions Using the Black-Scholes Option Pricing Model (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Estimated volatility (as a percent) | 44.63% | 46.68% | 51.26% |
Expected life | 5 years 11 months 27 days | 5 years 10 months 17 days | 5 years 10 months 2 days |
Risk free interest rate (as a percent) | 1.46% | 1.74% | 1.79% |
Common Stock Options and Rest55
Common Stock Options and Restricted Stock - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense recognized | $ 36,387 | $ 33,466 | $ 29,437 |
Research and development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense recognized | 10,610 | 8,474 | 5,939 |
Selling, general, and administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense recognized | $ 25,777 | $ 24,992 | $ 23,498 |
Common Stock Options and Rest56
Common Stock Options and Restricted Stock - Schedule of Stock Options Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Option Activity | |||
Beginning balance (in shares) | 8,223 | 7,786 | 6,486 |
Granted (in shares) | 1,766 | 1,651 | 2,352 |
Forfeited and expired (in shares) | (723) | (343) | (306) |
Exercised (in shares) | (194) | (871) | (746) |
Ending balance (in shares) | 9,072 | 8,223 | 7,786 |
Vested and expected to vest at the end of the period | 8,994 | ||
Vested and exercisable at the end of the period | 6,152 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 30.97 | $ 29.05 | $ 25.61 |
Granted (in dollars per share) | 31.55 | 35.45 | 36.56 |
Forfeited and expired (in dollars per share) | 34.21 | 34.85 | 32.40 |
Exercised (in dollars per share) | 17.69 | 20.77 | 21.46 |
Balance at the end of the period (in dollars per share) | 31.11 | $ 30.97 | $ 29.05 |
Vested and expected to vest at the end of the period (in dollars per share) | 31.10 | ||
Vested and exercisable at the end of the period (in dollars per share) | $ 30 | ||
Weighted Average Remaining Contractual Term | |||
Balance at the end of the period | 6 years 3 months 18 days | ||
Vested and expected to vest at the end of the period | 6 years 3 months 18 days | ||
Vested and exercisable at the end of the period | 5 years 2 months 12 days | ||
Intrinsic Value | |||
Balance at the end of the period | $ 70,680 | ||
Vested and expected to vest at the end of the period | 70,032 | ||
Vested and exercisable at the end of the period | $ 59,612 |
Common Stock Options and Rest57
Common Stock Options and Restricted Stock - Schedule of Stock Options Activity, By Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 9,072 |
Weighted-average remaining contractual life | 6 years 3 months 18 days |
Weighted-average exercise price (in dollars per share) | $ 31.11 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 6,152 |
Weighted-average exercise price (In dollars per share) | $ 30 |
Range $15.91 - $26.35 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 15.91 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 26.35 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 2,335 |
Weighted-average remaining contractual life | 4 years |
Weighted-average exercise price (in dollars per share) | $ 22.97 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 2,102 |
Weighted-average exercise price (In dollars per share) | $ 22.82 |
Range $26.38 - $30.46 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 26.38 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 30.46 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 1,879 |
Weighted-average remaining contractual life | 7 years |
Weighted-average exercise price (in dollars per share) | $ 29.27 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 1,200 |
Weighted-average exercise price (In dollars per share) | $ 29.64 |
Range $30.49 - $35.53 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 30.49 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 35.53 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 2,395 |
Weighted-average remaining contractual life | 6 years 10 months 24 days |
Weighted-average exercise price (in dollars per share) | $ 33.83 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 1,459 |
Weighted-average exercise price (In dollars per share) | $ 33.23 |
Range $35.58 - $39.38 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 35.58 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 39.38 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 2,278 |
Weighted-average remaining contractual life | 7 years 3 months 18 days |
Weighted-average exercise price (in dollars per share) | $ 37.28 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 1,318 |
Weighted-average exercise price (In dollars per share) | $ 37.54 |
Range $39.67 - $44.50 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 39.67 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 44.50 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 185 |
Weighted-average remaining contractual life | 8 years 1 month 6 days |
Weighted-average exercise price (in dollars per share) | $ 41.37 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 73 |
Weighted-average exercise price (In dollars per share) | $ 41.62 |
Common Stock Options and Rest58
Common Stock Options and Restricted Stock -Schedule of Restricted Stock Activity (Details) - Restricted Stock - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Activity | |||
Nonvested at the beginning of the period (in shares) | 441 | 519 | 421 |
Granted (in shares) | 664 | 205 | 387 |
Vested (in shares) | (236) | (244) | (241) |
Forfeited (in shares) | (244) | (39) | (48) |
Nonvested at the end of the period (in shares) | 625 | 441 | 519 |
Debt - Additional Information (
Debt - Additional Information (Details) € / shares in Units, $ / shares in Units, € in Millions | Jun. 01, 2016USD ($) | Jun. 17, 2014USD ($) | Dec. 31, 2003USD ($)item | Dec. 31, 2003USD ($)item | Dec. 31, 2016USD ($)itemLoan$ / sharesshares | Dec. 31, 2016USD ($)$ / shares€ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016€ / shares | Apr. 18, 2016USD ($) | Apr. 18, 2016EUR (€) | Dec. 31, 2005USD ($) |
Research and development loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 2,800,000 | $ 2,800,000 | ||||||||||
Fair value of debt | $ 2,900,000 | € 2.6 | ||||||||||
Finland's Ministry of Finance | Research and development loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis Spread to be reduced (as a percent) | 3.00% | |||||||||||
Loan repayment beginning period | 2017-01 | |||||||||||
Period in which equal annual installments to be paid | 5 years | |||||||||||
Loan repayment ending period | 2021-01 | |||||||||||
Finland's Ministry of Finance | Minimum | Research and development loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate on liability component (as a percent) | 1.00% | 1.00% | ||||||||||
Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Restricted Cash and Cash Equivalents | $ 300,000 | $ 300,000 | ||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt | 3 years | |||||||||||
Maximum borrowing capacity | $ 60,000,000 | |||||||||||
Initial availability under the facility | 60,000,000 | 60,000,000 | ||||||||||
Amounts drawn under the facility | 0 | 0 | ||||||||||
Voting equity interests | 65.00% | |||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 0.375% | |||||||||||
EBITDA minus Unfinanced Capital Expenditures to Fixed Charges | 1.10 | |||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 0.50% | |||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | Federal funds effective rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis Spread (as a percent) | 0.50% | |||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis Spread (as a percent) | 1.50% | |||||||||||
Floor rate | 1.00% | |||||||||||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | LIBOR 1 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis Spread (as a percent) | 2.50% | |||||||||||
Alkermes License Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of prior license and supply agreements | item | 2 | |||||||||||
PRF | Zanaflex Products | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash received on assignment of revenue interest | $ 15,000,000 | |||||||||||
Valeant | Zanaflex Products | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 900,000 | $ 1,700,000 | ||||||||||
Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate (as a percent) | 1.75% | |||||||||||
Net proceeds from offering, after deducting Underwriter's discount and estimated offering expenses payable | $ 337,500,000 | |||||||||||
Principal | $ 345,000,000 | $ 345,000,000 | 345,000,000 | $ 345,000,000 | ||||||||
Notes maturity date | Jun. 15, 2021 | |||||||||||
Notes frequency of periodic payment | semiannually in arrears in cash | |||||||||||
Period to comply with covenants | 270 days | |||||||||||
Debt issuance costs | $ 7,500,000 | 7,500,000 | ||||||||||
Debt issuance costs allocated to equity component | 1,300,000 | |||||||||||
Debt issuance costs allocated to liability component | $ 6,200,000 | |||||||||||
Term of debt | 7 years | |||||||||||
Debt fair value amount | $ 257,900,000 | $ 257,900,000 | ||||||||||
Remaining contractual life | 3 years 6 months | |||||||||||
Effective interest rate on liability component (as a percent) | 4.80% | 4.80% | ||||||||||
Notes | Alkermes License Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 7,500,000 | $ 7,500,000 | ||||||||||
Number of convertible promissory notes | item | 2 | |||||||||||
Notes | Debt Conversion Terms upon Occurrence of Certain Fundamental Company Changes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount of Notes or an integral multiple thereof in which holder may repurchase the Notes | $ 1,000,000 | $ 1,000,000 | ||||||||||
Notes | Debt Conversion Event Term | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum percentage of aggregate principal amount held by bondholders to declare notes due and payable | 25.00% | |||||||||||
In event of default arising out of certain bankruptcy events, percentage of principal amount due and payable | 100.00% | |||||||||||
Notes | Convertible Debt Holder | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Initial conversion rate of common stock | 23.4968 | |||||||||||
Initial conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 42.56 | $ 42.56 | ||||||||||
Convertible promissory note 1 | Alkermes License Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate (as a percent) | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||
Principal | $ 7,500,000 | $ 7,500,000 | ||||||||||
Number of convertible promissory notes | item | 2 | |||||||||||
Number of promissory notes outstanding | item | 1 | |||||||||||
Remaining outstanding amount | $ 5,000,000 | $ 5,000,000 | $ 800,000 | $ 800,000 | ||||||||
Non-convertible Capital Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 22,400,000 | $ 22,400,000 | ||||||||||
Fair value of debt | 23,300,000 | 20.6 | ||||||||||
Number of loans | Loan | 14 | |||||||||||
Non-convertible Capital Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt | 8 years | |||||||||||
Non-convertible Capital Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt | 10 years | |||||||||||
Non-convertible Capital Loans | Finland's Ministry of Finance | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis Spread to be reduced (as a percent) | 1.00% | |||||||||||
Non-convertible Capital Loans | Finland's Ministry of Finance | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate on liability component (as a percent) | 3.00% | 3.00% | ||||||||||
Convertible Capital Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 5,700,000 | $ 5,700,000 | ||||||||||
Initial conversion price of convertible notes into common stock (in dollars per share) | € / shares | € 1.8688 | |||||||||||
Effective interest rate on liability component (as a percent) | 10.00% | 10.00% | ||||||||||
Fair value of debt | $ 6,000,000 | € 5.3 | ||||||||||
Common shares issued by conversion of loan | item | 828,000 | |||||||||||
Number of shares with conversion rate of 1.8688 | shares | 540,000 | |||||||||||
Conversion rate for 288,000 shares | € / shares | $ 2.3359 | |||||||||||
Number of shares with conversion rate of 2.3359 | shares | 288,000 |
Debt - Summary of Outstanding N
Debt - Summary of Outstanding Note Balances (Details) - Notes - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 17, 2014 |
Debt Instrument [Line Items] | |||
Principal | $ 345,000 | $ 345,000 | $ 345,000 |
Less: debt discount and debt issuance costs , net | (45,605) | (54,580) | |
Net carrying amount | 299,395 | 290,420 | |
Equity component | $ 61,195 | $ 61,195 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to the Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 15 | $ 27 | |
Total interest expense | $ 16,527 | 15,472 | $ 9,288 |
Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 6,038 | 6,038 | |
Amortization of debt issuance costs | 830 | 792 | |
Amortization of debt discount | 8,145 | 7,770 | |
Total interest expense | $ 15,013 | $ 14,600 |
Accrued Expenses and Other Cu62
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Product allowance accruals | $ 26,995 | $ 18,325 |
Research and development expense accruals | 21,151 | 10,447 |
Bonus payable | 15,962 | 12,324 |
Accrued inventory | 14,629 | 6,497 |
Royalties payable | 2,977 | 2,838 |
Vacation accrual | 2,825 | 2,270 |
Commercial and marketing expense accruals | 2,040 | 3,054 |
Sales force commissions and incentive payments payable | 1,933 | 1,978 |
Administrative expenses | 1,805 | 1,133 |
Medical affairs expenses | 1,004 | 1,498 |
Other accrued expenses | 13,569 | 5,769 |
Total | $ 104,890 | $ 66,133 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Minimum Significant Contractual Obligations (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating leases | |
Total | $ 35,904 |
Less than 1 year | 7,268 |
1-3 years | 14,297 |
4-5 years | 14,339 |
Inventory purchase commitments | |
Total | 30,791 |
Less than 1 year | 30,791 |
Total | |
Total | 469,910 |
Less than 1 year | 51,120 |
1-3 years | 27,506 |
4-5 years | 391,284 |
Convertible Senior Notes | |
Long term debt | |
Net carrying amount | 371,557 |
Less than 1 year | 6,038 |
1-3 years | 12,075 |
4-5 years | 353,444 |
Convertible Notes Payable | |
Long term debt | |
Net carrying amount | 767 |
Less than 1 year | 767 |
Capital Loans | |
Long term debt | |
Net carrying amount | 28,056 |
Less than 1 year | 5,689 |
4-5 years | 22,367 |
Research and development loans | |
Long term debt | |
Net carrying amount | 2,835 |
Less than 1 year | 567 |
1-3 years | 1,134 |
4-5 years | $ 1,134 |
Commitments and Contingencies64
Commitments and Contingencies - Summary of Minimum Significant Contractual Obligations (Parenthetical) (Details) - 12 months ended Dec. 31, 2016 | USD ($) | EUR (€) |
Commitment And Contingencies [Line Items] | ||
Liability for uncertain tax position | $ 6,900,000 | |
Biotie Therapies Corp. | Maximum | ||
Commitment And Contingencies [Line Items] | ||
Required amount to be paid to UCB for Termination and Transition Agreement | $ 4,100,000 | € 3,900,000 |
Alkermes | Ampyra | ||
Commitment And Contingencies [Line Items] | ||
Monthly written forecasts (in months) | 18 months | 18 months |
Annual written forecasts (in years) | 5 years | 5 years |
Period for obligation to purchase quantity specified in forecasts (in months) | 3 months | 3 months |
Minimum agreed percentage of annual requirements for purchase | 75.00% | 75.00% |
Alkermes | Zanaflex | ||
Commitment And Contingencies [Line Items] | ||
Annual written forecasts (in years) | 2 years | 2 years |
Period for obligation to purchase quantity specified in forecasts (in months) | 5 months | 5 months |
Commitments and Contingencies65
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016USD ($)ft² | Jun. 30, 2011 | Dec. 31, 2016USD ($)ft²item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)ft² | |
Commitment And Contingencies [Line Items] | |||||
Lease Term | 15 years | ||||
Area of facility including office and laboratory space | ft² | 138,000 | ||||
Number of additional periods | item | 3 | ||||
Lease options duration | 5 years | ||||
Termination option period | 10 years | ||||
Additional lease option rights (in square feet) | ft² | 120,000 | ||||
Additional Lease Option Rights Exercised (In Square Feet) | ft² | 25,405 | ||||
Base rent | $ 4,400,000 | ||||
Annual rent increase percentage | 2.50% | ||||
Rent expense under operating leases | $ 6,000,000 | $ 4,800,000 | $ 3,500,000 | ||
Ampyra license agreement | |||||
Commitment And Contingencies [Line Items] | |||||
Purchase commitments | 30,800,000 | ||||
Maximum | |||||
Commitment And Contingencies [Line Items] | |||||
Maximum milestone payments | 129,000,000 | ||||
Alkermes License Agreement | Maximum | |||||
Commitment And Contingencies [Line Items] | |||||
Maximum milestone payments | $ 15,000,000 | ||||
Lease for office space in Waltham, MA | |||||
Commitment And Contingencies [Line Items] | |||||
Lease Term | 10 years | ||||
Area of facility including office and laboratory space | ft² | 26,000 | ||||
Base rent | $ 1,000,000 | ||||
Civitas Therapeutics | |||||
Commitment And Contingencies [Line Items] | |||||
Area of facility including office and laboratory space | ft² | 90,000 | ||||
Number of additional periods | item | 2 | ||||
Lease options duration | 5 years | ||||
Base rent | $ 1,000,000 | ||||
Biotie Therapies Corp. | Lease In South San Francisco | |||||
Commitment And Contingencies [Line Items] | |||||
Base rent | 600,000 | ||||
Biotie Therapies Corp. | Lease For Headquarters In Turku Finland | |||||
Commitment And Contingencies [Line Items] | |||||
Amount of rent remaining under extended lease | $ 100,000 |
Commitments and Contingencies66
Commitments and Contingencies - Schedule of Future Minimum Commitments under all Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases | |
2,017 | $ 7,268 |
Total | 35,904 |
Biotie Therapies Corp. | |
Operating Leases | |
2,017 | 7,268 |
2,018 | 7,396 |
2,019 | 6,901 |
2,020 | 7,078 |
2,021 | 7,261 |
Later years | 18,342 |
Total | $ 54,246 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets Carried at Fair Value: | ||
Short-term investments | $ 200,101 | |
Liabilities Carried at Fair Value: | ||
Acquired contingent consideration | $ 72,100 | 63,500 |
Level 1 | Recurring basis | ||
Assets Carried at Fair Value: | ||
Cash equivalents | 18,514 | 70,504 |
Level 2 | Recurring basis | ||
Assets Carried at Fair Value: | ||
Cash equivalents | 13,009 | |
Short-term investments | 200,101 | |
Level 3 | Recurring basis | ||
Liabilities Carried at Fair Value: | ||
Acquired contingent consideration | $ 72,100 | $ 63,500 |
Fair Value Measurements - Sch68
Fair Value Measurements - Schedule of Contingent Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets and liabilities measured at fair value on a recurring basis utilizing Level 3 inputs | ||
Balance, beginning of period | $ 63,500 | $ 52,600 |
Fair value change to contingent consideration (unrealized) included in the statement of operations | 8,600 | 10,900 |
Balance, end of period | $ 72,100 | $ 63,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Contingent liability | Dec. 31, 2016USD ($) |
Assets and liabilities measured at fair value on a recurring basis utilizing Level 3 inputs | |
Milestone payment, minimum (as a percent) | 43.90% |
Milestone payment, maximum (as a percent) | 70.00% |
Milestone payment, minimum | $ 0 |
Milestone payment, maximum | $ 54,000,000 |
License, Research and Collabo70
License, Research and Collaboration Agreements - Alkermes License - Additional Information (Details) - Alkermes License Agreement | Dec. 31, 2003 | Dec. 31, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
License termination period | 15 years | |
Percentage of products under supply agreement | 100.00% |
License, Research and Collabo71
License, Research and Collaboration Agreements - Convertible Note - Additional Information (Details) | Dec. 31, 2003USD ($)item | Dec. 31, 2003USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 17, 2014USD ($) |
Convertible Note | |||||
Convertible notes outstanding | $ 765,000 | $ 1,144,000 | |||
Notes | |||||
Convertible Note | |||||
Aggregate loan | 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||
Interest rate (as a percent) | 1.75% | ||||
Notes | Alkermes License Agreement | |||||
Convertible Note | |||||
Aggregate loan | $ 7,500,000 | $ 7,500,000 | |||
Number of convertible promissory notes | item | 2 | ||||
Convertible promissory note 1 | Alkermes License Agreement | |||||
Convertible Note | |||||
Aggregate loan | $ 7,500,000 | $ 7,500,000 | |||
Number of convertible promissory notes | item | 2 | ||||
Convertible Notes Payable | $ 5,000,000 | $ 5,000,000 | $ 800,000 | ||
Interest rate (as a percent) | 3.00% | 3.00% | 3.00% | ||
Convertible notes outstanding | $ 800,000 | ||||
Convertible notes outstanding, payable date | 2017-01 | ||||
Convertible promissory note 2 | Alkermes License Agreement | |||||
Convertible Note | |||||
Convertible Notes Payable | $ 2,500,000 | $ 2,500,000 | $ 0 |
License, Research and Collabo72
License, Research and Collaboration Agreements - Supply Agreement - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Ampyra | Alkermes | |
Supply Agreement | |
Minimum agreed percentage of annual requirements for purchase | 75.00% |
Supply agreement | Maximum | Patheon Inc Second Manufacturing agreement | |
Supply Agreement | |
Purchase requirements threshold percentage | 25.00% |
Supply agreement | Alkermes License Agreement | Ampyra | Alkermes | |
Supply Agreement | |
Minimum agreed percentage of annual requirements for purchase | 75.00% |
Supply agreement | Alkermes License Agreement | Maximum | |
Supply Agreement | |
Purchase requirements threshold percentage | 100.00% |
License, Research and Collabo73
License, Research and Collaboration Agreements - Rush Agreement - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Rush Agreement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Amount or royalty payments made or accrued | $ 48.1 | $ 37.4 | $ 27.8 |
License, Research and Collabo74
License, Research and Collaboration Agreements - Biogen Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Aug. 31, 2011 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2009 | Jun. 30, 2009 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Royalty revenues | $ 17,186,000 | $ 17,492,000 | $ 19,131,000 | |||||||||||
Revenue recognized | $ 140,627,000 | $ 135,613,000 | $ 127,458,000 | $ 115,904,000 | $ 130,903,000 | $ 148,199,000 | $ 113,707,000 | $ 99,851,000 | 493,358,000 | 466,111,000 | 373,292,000 | |||
Cost of sales | 107,475,000 | 92,297,000 | 79,981,000 | |||||||||||
Biogen | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Additional payments based on the successful achievement of future regulatory or sales milestones | $ 25,000,000 | |||||||||||||
Deferred Revenue | $ 110,000,000 | $ 110,000,000 | ||||||||||||
Amount of significant and incremental discount related to the supply agreement | 0 | |||||||||||||
Identified non-contingent deliverables value on standalone basis, if sold separately | 0 | |||||||||||||
Amortized license revenue | 9,100,000 | 9,100,000 | 9,100,000 | |||||||||||
Alkermes License Agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Cost of license payable | $ 7,700,000 | 7,700,000 | $ 7,700,000 | |||||||||||
Cost of license | 600,000 | 600,000 | $ 600,000 | |||||||||||
Actavis/Watson | Zanaflex Capsules | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Royalty revenues | 3,900,000 | 7,000,000 | ||||||||||||
Revenue recognized | 2,700,000 | 3,800,000 | ||||||||||||
Cost of sales | $ 2,700,000 | $ 3,800,000 |
License, Research and Collabo75
License, Research and Collaboration Agreements - Roche License Agreement - Additional Information (Details) - Roche Licensing Agreement | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Schedule Of Collaborative Arrangements And Noncollaborative Arrangement Transactions [Table] | |
License agreement term, description | The Roche Entities may terminate the Roche license agreement either on a program-by-program basis for certain programs or in its entirety, for any reason or no reason upon 90 days’ written notice. In the event of the Roche Entities’ unilateral termination of the Roche license agreement without cause, all licenses and other rights granted by the Roche Entities to Biotie will remain in full force and effect in accordance with their respective terms. Biotie may also terminate the Roche license agreement either on a program-by-program basis for certain of the programs or in its entirety, for any reason or no reason upon 90 days’ written notice. In the event of Biotie’s unilateral termination without cause, all licenses granted to Biotie with respect to the compounds and products in the terminated program (or, in the case of termination of the entire agreement, all compounds and products) will terminate. Either party may terminate the Roche license agreement for cause in the event of a breach by the other party of any material provision of the agreement if such breach has continued for 60 days after notice was provided (or a reasonably longer time if a party is diligently pursuing cure of a breach that was not susceptible of cure within the 60 day notice period). |
Biotie Therapies Corp. | |
Schedule Of Collaborative Arrangements And Noncollaborative Arrangement Transactions [Table] | |
License termination period | 10 years |
Biotie Therapies Corp. | Maximum | Tier 1 Products | |
Schedule Of Collaborative Arrangements And Noncollaborative Arrangement Transactions [Table] | |
Regulatory and commercial milestone payment | $ 37,000,000 |
Biotie Therapies Corp. | Maximum | Tier 2 Products | |
Schedule Of Collaborative Arrangements And Noncollaborative Arrangement Transactions [Table] | |
Regulatory and commercial milestone payment | $ 29,000,000 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | |||
(Loss) income before taxes | $ (42,268) | $ 19,369 | $ 28,009 |
Domestic | |||
Income Tax [Line Items] | |||
(Loss) income before taxes | (36,454) | 16,284 | 25,679 |
Foreign | |||
Income Tax [Line Items] | |||
(Loss) income before taxes | $ (5,814) | $ 3,085 | $ 2,330 |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit from (Provision for) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (852) | $ (603) | $ (1,105) |
State | (4,517) | (2,773) | (1,819) |
Foreign | 781 | (960) | (732) |
Total | (4,588) | (4,336) | (3,656) |
Deferred: | |||
Federal | 9,465 | (2,960) | (6,085) |
State | 1,788 | (1,015) | (596) |
Total | 11,253 | (3,975) | (6,681) |
Total benefit from (provision for) income taxes | $ 6,665 | $ (8,311) | $ (10,337) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||
Tax benefit associated with the exercise of stock options | $ 34,600,000 | |
Deferred tax asset | 4,400,000 | $ 2,128,000 |
Alternative minimum tax credit carry-forwards | $ 4,700,000 | 3,800,000 |
Limitation on use of carryforwards, cumulative change of control ownership interests, threshold percentage | 50.00% | |
Limitation on use of carryforwards, cumulative change of control ownership interests, measurement period | 3 years | |
Unused federal net operating loss carryforwards | $ 15,600,000 | |
Unused federal net operating loss carryforwards expiring | 5,100,000 | |
Valuation allowance | 63,225,000 | 5,277,000 |
Valuation allowance recorded through purchase accounting | $ 48,100,000 | |
Minimum | ||
Recent Accounting Pronouncements | ||
Expiration term for statute of limitations | 3 years | |
Maximum | ||
Recent Accounting Pronouncements | ||
Expiration term for statute of limitations | 5 years | |
Research and development and orphan drug | ||
Income Tax [Line Items] | ||
Tax credit carry-forwards | $ 33,300,000 | 20,300,000 |
Accounting Standards Update 2016-09 | ||
Income Tax [Line Items] | ||
Deferred tax asset | 12,100,000 | |
Federal | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 252,600,000 | 195,000,000 |
State | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 170,900,000 | $ 97,100,000 |
Outside US | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 63,700 | |
Federal and Foreign | Biotie Therapies Corp. | ||
Income Tax [Line Items] | ||
Valuation allowance | $ 57,900,000 | |
Foreign Jurisdictions | Minimum | ||
Recent Accounting Pronouncements | ||
Expiration term for statute of limitations | 4 years | |
Foreign Jurisdictions | Maximum | ||
Recent Accounting Pronouncements | ||
Expiration term for statute of limitations | 5 years |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory U.S. Federal Income Tax Rate to the Entity's Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of statutory federal income tax rate to effective income tax rate | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State and local income taxes | (3.80%) | 13.30% | 3.70% |
Non-deductible payment to prior shareholders | 15.80% | ||
Foreign income tax | 1.20% | 3.20% | 1.80% |
Stock option compensation | (3.80%) | 10.40% | 4.80% |
Stock option shortfall | (6.50%) | ||
Research and development and orphan drug credits | 28.90% | (42.90%) | (15.50%) |
Increase to Uncertain Tax Positions | (4.80%) | 7.10% | 2.30% |
Other nondeductible and permanent differences | (1.10%) | 1.90% | 2.60% |
Valuation allowance | (31.60%) | (0.90%) | 2.20% |
Transaction Cost | (5.90%) | ||
Gain or Loss on Hedging | 8.20% | ||
Effective income tax rate | 15.80% | 42.90% | 36.90% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss and other carryforwards | $ 97,391 | $ 60,889 |
Tax credits | 35,489 | 20,778 |
Deferred revenue | 11,672 | 13,949 |
Stock based compensation | 34,700 | 27,142 |
Contingent consideration | 26,543 | 23,298 |
Employee compensation | 6,116 | 5,603 |
Legal reserve | 2,707 | |
Rebate and returns reserve | 7,582 | 4,994 |
Capitalized R&D | 10,025 | |
Other | 4,096 | 3,126 |
Total deferred tax assets | 236,321 | 159,779 |
Valuation allowance | (63,225) | (5,277) |
Total deferred tax assets net of valuation allowance | 173,096 | 154,502 |
Deferred tax liabilities: | ||
Intangible assets | (245,500) | (145,433) |
Convertible debt | (16,003) | (19,087) |
Total deferred tax liabilities | (261,503) | (164,520) |
Net deferred tax liability | $ (88,407) | $ (10,018) |
Income Taxes - Schedule of Re81
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of unrecognized tax benefits | |||
Beginning of period balance | $ 4,835 | $ 3,295 | $ 2,244 |
Increases for tax positions taken during a prior period | 570 | 308 | 451 |
Decreases for tax positions taken during a prior period | (200) | ||
Increases for tax positions taken during the current period | 1,451 | 1,232 | 800 |
Ending period balance | $ 6,856 | $ 4,835 | $ 3,295 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and diluted | |||||||||||
Net (loss) income from continuing operations attributable to Acorda, Reported | $ (3,094) | $ (13,032) | $ (18,957) | $ (520) | $ 9,205 | $ 3,941 | $ 997 | $ (3,085) | $ (34,618) | $ 11,058 | $ 17,672 |
Weighted average common shares outstanding used in computing net (loss) income per share—basic | 45,259 | 42,230 | 41,150 | ||||||||
Plus: net effect of dilutive stock options and unvested restricted common shares | 1,391 | 1,394 | |||||||||
Weighted average common shares outstanding used in computing net (loss) income per share—diluted | 45,259 | 43,621 | 42,544 | ||||||||
Net (loss) income per share—basic | $ (0.07) | $ (0.28) | $ (0.40) | $ (0.01) | $ 0.22 | $ 0.09 | $ 0.02 | $ (0.07) | $ (0.76) | $ 0.26 | $ 0.43 |
Net (loss) income per share—diluted | $ (0.07) | $ (0.28) | $ (0.40) | $ (0.01) | $ 0.21 | $ 0.09 | $ 0.02 | $ (0.07) | $ (0.76) | $ 0.25 | $ 0.42 |
Earnings Per Share - Schedule83
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Net Income Per Diluted Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options and restricted common shares | |||
Antidilutive Securities | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 7,749 | 4,179 | 4,078 |
Convertible note | |||
Antidilutive Securities | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 10 | 19 | 29 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - 401(k) plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plan | |||
Percentage of employee earnings eligible for additional company contribution | 6.00% | ||
Additional company contribution for each dollar of employee contribution (as a percent) | 50.00% | ||
Company expense related to the defined contribution plan | $ 2.6 | $ 2.4 | $ 1.9 |
Quarterly Consolidated Financ85
Quarterly Consolidated Financial Data (unaudited) - Schedule of Quarterly Consolidated Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total net revenues | $ 140,627 | $ 135,613 | $ 127,458 | $ 115,904 | $ 130,903 | $ 148,199 | $ 113,707 | $ 99,851 | $ 493,358 | $ 466,111 | $ 373,292 |
Gross profit | 110,258 | 107,810 | 100,864 | 92,559 | 104,343 | 123,299 | 90,840 | 81,247 | |||
Net (loss) income—basic and diluted | (3,094) | (13,032) | (18,957) | (520) | $ 9,205 | $ 3,941 | $ 997 | $ (3,085) | $ (34,618) | $ 11,058 | $ 17,672 |
Net loss attributable to Acorda Therapeutics, Inc. —basic and diluted | $ (3,094) | $ (12,725) | $ (18,279) | $ (520) | |||||||
Net (loss) income per share—basic | $ (0.07) | $ (0.28) | $ (0.40) | $ (0.01) | $ 0.22 | $ 0.09 | $ 0.02 | $ (0.07) | $ (0.76) | $ 0.26 | $ 0.43 |
Net (loss) income per share—diluted | $ (0.07) | $ (0.28) | $ (0.40) | $ (0.01) | $ 0.21 | $ 0.09 | $ 0.02 | $ (0.07) | $ (0.76) | $ 0.25 | $ 0.42 |
Quarterly Consolidated Financ86
Quarterly Consolidated Financial Data (unaudited) - Schedule of Quarterly Consolidated Financial Data (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Net adjustment from previously deferred product sales | $ 22,200 |
Neuronex Acquisition | |
Additional payment pursuant to the amendment of the merger agreement | $ 8,750 |