Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ACORDA THERAPEUTICS INC | |
Entity Central Index Key | 1,008,848 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,659,426 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ACOR |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 133,619 | $ 158,537 |
Restricted cash | 61 | 79 |
Trade accounts receivable, net of allowances of $938 and $964, as of March 31, 2017 and December 31, 2016, respectively | 50,238 | 52,239 |
Prepaid expenses | 13,615 | 12,907 |
Finished goods inventory | 46,054 | 43,135 |
Other current assets | 4,565 | 5,760 |
Total current assets | 248,152 | 272,657 |
Property and equipment, net of accumulated depreciation | 37,132 | 34,310 |
Goodwill | 278,069 | 280,599 |
Deferred tax asset | 4,400 | 4,400 |
Intangible assets, net of accumulated amortization | 740,838 | 742,242 |
Non-current portion of deferred cost of license revenue | 2,113 | 2,272 |
Other assets | 9,138 | 5,855 |
Total assets | 1,319,842 | 1,342,335 |
Current liabilities: | ||
Accounts payable | 21,378 | 26,933 |
Accrued expenses and other current liabilities | 88,146 | 104,890 |
Current portion of deferred license revenue | 9,057 | 9,057 |
Current portion of loans payable | 754 | 6,256 |
Current portion of convertible notes payable | 765 | |
Total current liabilities | 119,335 | 147,901 |
Convertible senior notes (due 2021) | 301,706 | 299,395 |
Acquired contingent consideration | 82,900 | 72,100 |
Non-current portion of deferred license revenue | 30,191 | 32,456 |
Non-current portion of loans payable | 24,660 | 24,635 |
Deferred tax liability | 76,130 | 92,807 |
Other non-current liabilities | 8,793 | 8,830 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value. Authorized 80,000,000 shares at March 31, 2017 and December 31, 2016; issued 46,770,661 and 46,182,738 shares, including those held in treasury, as of March 31, 2017 and December 31, 2016, respectively | 47 | 46 |
Treasury stock at cost (12,420 shares at March 31, 2017 and December 31, 2016) | (329) | (329) |
Additional paid-in capital | 937,665 | 921,365 |
Accumulated deficit | (250,757) | (243,970) |
Accumulated other comprehensive loss | (10,499) | (12,901) |
Total stockholders’ equity | 676,127 | 664,211 |
Total liabilities and stockholders’ equity | $ 1,319,842 | $ 1,342,335 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowances (in dollars) | $ 938 | $ 964 |
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 | 46,770,661 | 46,182,738 |
Treasury stock, shares | 12,420 | 12,420 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Net product revenues | $ 112,593 | $ 110,148 |
Royalty revenues | 4,528 | 3,492 |
License revenue | 2,265 | 2,264 |
Total net revenues | 119,386 | 115,904 |
Costs and expenses: | ||
Cost of sales | 25,183 | 23,186 |
Cost of license revenue | 159 | 159 |
Research and development | 46,493 | 44,570 |
Selling, general and administrative | 52,024 | 58,980 |
Changes in fair value of acquired contingent consideration | 10,800 | 6,200 |
Total operating expenses | 134,659 | 133,095 |
Operating loss | (15,273) | (17,191) |
Other (expense) income, (net): | ||
Interest and amortization of debt discount expense | (4,143) | (3,723) |
Interest income | 38 | 215 |
Realized loss on foreign currency transactions | (444) | |
Other income | 10,442 | |
Total other (expense) income, (net) | (4,549) | 6,934 |
Loss before taxes | (19,822) | (10,257) |
Benefit from income taxes | 918 | 9,737 |
Net loss | $ (18,904) | $ (520) |
Net loss per share—basic | $ (0.41) | $ (0.01) |
Net loss per share—diluted | $ (0.41) | $ (0.01) |
Weighted average common shares outstanding used in computing net loss per share—basic | 45,808 | 44,815 |
Weighted average common shares outstanding used in computing net loss per share—diluted | 45,808 | 44,815 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (18,904) | $ (520) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustment | 2,402 | |
Reclassification of net losses to net income | 119 | |
Other comprehensive income, net of tax | 2,402 | 119 |
Comprehensive loss | $ (16,502) | $ (401) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (18,904) | $ (520) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Share-based compensation expense | 7,872 | 8,159 |
Amortization of net premiums and discounts on investments | 495 | |
Amortization of debt discount and debt issuance costs | 2,580 | 2,204 |
Depreciation and amortization expense | 5,647 | 3,949 |
Changes in fair value of acquired contingent consideration | 10,800 | 6,200 |
Unrealized foreign currency transaction loss (gain) | 247 | (10,289) |
Deferred tax benefit | (4,673) | (10,172) |
Changes in assets and liabilities: | ||
Decrease (Increase) in accounts receivable | 2,011 | (10,156) |
Decrease in prepaid expenses and other current assets | 497 | 4,308 |
Increase in inventory | (2,918) | (3,191) |
Decrease in non-current portion of deferred cost of license revenue | 159 | 159 |
Increase in other assets | (3,415) | |
(Decrease) increase in accounts payable, accrued expenses, other current liabilities | (23,093) | 11,969 |
Decrease in non-current portion of deferred license revenue | (2,264) | (2,264) |
Increase in other non-current liabilities | 35 | 4 |
Decrease in restricted cash | 18 | 5,842 |
Net cash (used in) provided by operating activities | (25,401) | 6,697 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,773) | (1,037) |
Purchases of intangible assets | (76) | (406) |
Purchases of investments | (40,214) | |
Proceeds from maturities of investments | 239,966 | |
Net cash (used in) provided by investing activities | (5,849) | 198,309 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and option exercises | 5,474 | 73,229 |
Refund of deposit for purchase of noncontrolling interest | 2,722 | |
Repayments of revenue interest liability | (25) | |
Repayment of loans payable | (2,225) | |
Net cash provided by financing activities | 5,971 | 73,204 |
Effect of exchange rate changes on cash and cash equivalents | 361 | |
Net (decrease) increase in cash and cash equivalents | (24,918) | 278,210 |
Cash and cash equivalents at beginning of period | 158,537 | 153,204 |
Cash and cash equivalents at end of period | 133,619 | 431,414 |
Supplemental disclosure: | ||
Cash paid for interest | 29 | 21 |
Cash paid for taxes | $ 1,915 | $ 157 |
Organization and Business Activ
Organization and Business Activities | 3 Months Ended |
Mar. 31, 2017 | |
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 accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, Accounting Standards Codification (ASC) Topic 270-10 and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included in the interim periods presented and all adjustments are of a normal recurring nature. The Company has evaluated subsequent events through the date of this filing. Operating results for the three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. When used in these notes, the terms “Acorda” or “the Company” mean Acorda Therapeutics, Inc. The December 31, 2016 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. You should read these unaudited interim condensed consolidated financial statements in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2016. Effective January 1, 2017, the Company adopted ASU 2016-09, “Compensation – Stock Compensation” (Topic 718) and ASU 2015-11, “Inventory” (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). Other than the adoption of the new accounting guidance, our critical accounting policies have not changed materially from December 31, 2016. 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 with respect 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. Intangible Assets The Company has finite lived intangible assets related to Ampyra. 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. On March 31, 2017, the United States District Court for the District of Delaware upheld U.S. Patent No. 5,540,938 (the ‘938 patent), which is set to expire in July 2018. The claims of the ‘938 patent relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. The District Court invalidated U.S. Patent Nos. 8,663,685 , 8,007,826, 8,440,703, and 8,354,437, which pertain to Ampyra. The Company intends to appeal the ruling on these patents. As a result of the District Court’s decision, the Company performed an interim impairment test for the intangible assets related to Ampyra in connection with the preparation of the unaudited interim condensed consolidated financial statements for the first quarter of 2017. Based on the impairment test performed, the Company determined that these intangible assets were not impaired. Accordingly, the Company did not record an impairment loss during the three-month period ended March 31, 2017. In accordance with the Company’s policy, the estimated remaining useful lives of the Ampyra intangible assets were reviewed to determine if there was a change in the estimated useful lives of these assets. Based on the review, the Company determined that there was a change in the estimated useful lives of these assets that would require an acceleration of the amortization expense. The Company estimates that the estimated useful lives of these intangible assets will coincide with the expiration of the ‘938 patent. The Company will account for this change prospectively as a change in an accounting estimate following the period ended March 31, 2017. The change in the estimated remaining useful lives of these intangible assets did not have a material impact on the Company’s statement of operations for the three-month period ended March 31, 2017. 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 these financial statements. In April 2017, the Company implemented a corporate restructuring to reduce its cost structure and focus its resources on its two late stage Parkinson’s disease programs, INBRIJA and tozadenant, as well as on maximizing Ampyra value and ensuring continued patient access to Ampyra in litigation with certain generic drug manufacturers u pholding our Ampyra Orange Book-listed patent set to expire on July 30, 2018, but invalidating our four other Orange Book-listed patents pertaining to Ampyra that were set to expire between 2025 and 2027. Under this decision, we expect to maintain patent exclusivity with respect to Ampyra at least through July 30, 2018, although the other parties to the lawsuit may appeal the District Court’s decision upholding the patent that expires in July 2018 . 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. On May 4, 2017, the Company voluntarily terminated the Credit Agreement because it no longer served the Company’s needs. The Company did not incur any early termination penalties in connection with the termination. Prior to its termination, the Credit Agreement provided the Company with a three-year senior secured revolving credit facility in the maximum amount of $60 million. The restrictive covenants, as well as the lenders' security interests in collateral, under the Credit Agreement and the related loan documents terminate in connection with the termination of the facility. As of March 31, 2017, there was approximately $1.1 million of debt issuance costs recorded on the consolidated balance sheets associated with the Credit Agreement that will be written off in May 2017. Recently Issued / Adopted Accounting Pronouncements 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 adopted this guidance effective January 1, 2017 on a prospective basis. The new guidance requires that excess tax benefits or deficiencies that arise upon the vesting or exercise of share-based payments be recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded as additional paid-in-capital. The new guidance also permits the accounting for forfeitures based on either an estimate of the number of shares expected to vest (current GAAP) or on the actual forfeitures as they occur. The Company elected to continue estimating forfeitures for determining compensation costs The Company did not have any excess tax benefits in the three-month period ended March 31, 2017. 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 adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements. 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. The Company adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements. 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 on January 1, 2018. 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 January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other” (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 allows for prospective application and is effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
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. 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 Finnish arbitral tribunal administering redemption proceedings for the shares not tendered to the Company. Accordingly, the Company owned 100% of the fully diluted capital stock of Biotie as of September 30, 2016. In the three-month period ended March 31, 2017, the Company received a refund of the cash security deposit of approximately $2.7 million following the final determination and payment of the redemption price for the shares subject to the redemption proceedings. 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 from the acquisition date through March 31, 2017. During the three-month period ended March 31, 2017, the Company recorded measurement period adjustments of $3.8 million to its preliminary purchase price allocation related to the repurchase of Biotie convertible capital loans as the Company was able to determine the fair market value of these loans, and which reduced current liabilities with a corresponding decrease to goodwill. 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. 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 March 31, 2017: (In thousands) Preliminary Allocation, as adjusted through December 31, 2016 Measurement Period Adjustments Preliminary Allocation, as adjusted through March 31, 2017 Cash and cash equivalents $ 73,854 $ — $ 73,854 Other current assets 1,878 — 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 (18,572 ) 3,837 (14,735 ) Deferred taxes (89,908 ) — (89,908 ) Other long-term liabilities (25,690 ) — (25,690 ) Fair value of assets and liabilities acquired 272,024 3,837 275,861 Goodwill 103,876 (3,837 ) 100,039 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 $18.6 million in acquisition related expenses to date. For the three-month period ended March 31, 2017, the Company incurred approximately $0.6 million in acquisition related expenses, all of which were expensed and included in selling, general and administrative expenses in the consolidated statements 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 indefinite lived intangible assets 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 indefinite lived intangible 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 indefinite lived 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. Goodwill Changes in the carrying amount of goodwill were as follows: (In thousands) Balance at December 31, 2016 $ 280,599 Decrease to goodwill for measurement period adjustments (3,837 ) Foreign currency translation adjustment 1,307 Balance at March 31, 2017 $ 278,069 Pro-Forma Financial Information Associated with the Biotie Acquisition (Unaudited) The following table summarizes certain supplemental pro forma financial information for the three-month periods ended March 31, 2017 and 2016 as if the Acquisition had occurred as of January 1, 2016. The unaudited pro forma financial information for the three-month period ended March 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 gain 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. Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 (In thousands) Reported Pro Forma Reported Pro Forma Net revenues $ 119,386 $ 119,386 $ 115,904 $ 116,744 Net loss from continuing operations $ (18,904 ) $ (18,904 ) $ (520 ) $ (12,377 ) |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | (4) Share-based Compensation During the three‑month periods ended March 31, 2017 and 2016, the Company recognized share-based compensation expense of $7.8 million and $8.1 million, respectively. Activity in options and restricted stock during the three-month period ended March 31, 2017 and related balances outstanding as of that date are reflected below. The weighted average fair value per share of options granted to employees for the three-month periods ended March 31, 2017 and 2016 were approximately $13.02 and $15.28, respectively. The following table summarizes share-based compensation expense included within the consolidated statements of operations: For the three-month period ended March 31, (In millions) 2017 2016 Research and development $ 2.5 $ 2.1 Selling, general and administrative 5.3 6.0 Total $ 7.8 $ 8.1 A summary of share-based compensation activity for the three-month period ended March 31, 2017 is presented below: Stock Option Activity Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In Balance at January 1, 2017 9,072 $ 31.11 Granted 607 27.03 Cancelled (73 ) 31.80 Exercised (250 ) 21.91 Balance at March 31, 2017 9,356 $ 31.08 6.0 $ 655 Vested and expected to vest at March 31, 2017 9,257 $ 31.10 6.0 $ 649 Vested and exercisable at March 31, 2017 6,215 $ 30.56 5.0 $ 549 Restricted Stock and Performance Stock Unit Activity (In thousands) Restricted Stock Number of Shares Nonvested at January 1, 2017 625 Granted 541 Vested (5 ) Forfeited (5 ) Nonvested at March 31, 2017 1,156 Unrecognized compensation cost for unvested stock options, restricted stock awards and performance stock units as of March 31, 2017 totaled $65.7 million and is expected to be recognized over a weighted average period of approximately 2.4 years. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | (5) Loss Per Share The following table sets forth the computation of basic and diluted loss per share for the three-month periods ended March 31, 2017 and 2016: (In thousands, except per share data) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Basic and diluted Net loss $ (18,904 ) $ (520 ) Weighted average common shares outstanding used in computing net loss per share—basic 45,808 44,815 Plus: net effect of dilutive stock options and restricted common shares — — Weighted average common shares outstanding used in computing net loss per share—diluted 45,808 44,815 Net loss per share—basic $ (0.41 ) $ (0.01 ) Net loss per share—diluted $ (0.41 ) $ (0.01 ) 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) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Denominator Stock options and restricted common shares 8,258 4,393 Convertible note – Saints Capital — 10 Additionally, the impact of the convertible debt and the impact of the convertible capital loan assumed from Biotie were determined to be anti-dilutive and excluded from the calculation of net loss per diluted share for the three-month periods ended March 31, 2017 and 2016. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (6) Income Taxes The Company’s effective income tax rate differs from the U.S. statutory rate principally due to state taxes, Federal research and development tax credits, jurisdictions with pretax losses for which no tax benefit can be recognized and certain other permanent tax items. The annual rate depends on a number of factors, including the jurisdiction in which operating profit is earned and the timing and nature of discrete items. For the three-month periods ended March 31, 2017 and 2016, the Company recorded a $0.9 million and $9.7 million benefit from income taxes, respectively. The benefit from income taxes is based on federal, state and foreign income taxes, net of any tax credits and valuation allowance. The effective income tax rates for the Company for the three-month periods ended March 31, 2017 and 2016 were 5% and 95%, respectively. The variance in the effective tax rates for the three-month period ended March 31, 2017 as compared to the three-month period ended March 31, 2016 was due primarily to the valuation allowance recorded on jurisdictions with Biotie pretax losses for which no tax benefit can be recognized, the tax implications of costs related to the Biotie transaction, the absence of orphan drug development in 2017 and a reduction in foreign tax expense. The Company continues to evaluate the realizability of its deferred tax assets and liabilities on a quarterly basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets and liabilities in the future would impact the Company's income taxes. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, exchange rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability. The Company’s Level 1 assets consist of time deposits, money market funds and investments in a Treasury money market fund and the Company’s Level 2 assets consist of high-quality government bonds that are valued using observable market prices. The Company’s Level 3 liabilities represent acquired contingent consideration related to the acquisition of Civitas and are valued using a probability weighted discounted cash flow valuation approach. No changes in valuation techniques occurred during the three-month period ended March 31, 2017. The estimated fair values of all of our financial instruments approximate their carrying values at March 31, 2017, except for the fair value of the Company’s convertible senior notes, which was approximately $293.3 million as of March 31, 2017. The Company estimates the fair value of its notes utilizing market quotations for the debt (Level 2). (In thousands) Level 1 Level 2 Level 3 March 31, 2017 Assets Carried at Fair Value: Cash equivalents $ 19,862 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 82,900 December 31, 2016 Assets Carried at Fair Value: Cash equivalents $ 18,514 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 72,100 The following table presents additional information about 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) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Acquired contingent consideration: Balance, beginning of period $ 72,100 $ 63,500 Fair value change to contingent consideration (unrealized) included in the statement of operations 10,800 6,200 Balance, end of period $ 82,900 $ 69,700 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 INBRIJA (CVT-301) INBRIJA INBRIJA The acquired contingent consideration is 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 INBRIJA |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Available For Sale Securities Current [Abstract] | |
Investments | (8) Investments Short-term investments with maturities of three months or less from date of purchase have been classified as cash equivalents, and amounted to $19.9 million and $18.5 million as of March 31, 2017 and December 31, 2016, 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 March 31, 2017 and 2016. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | (9) Debt Obligations Saints Capital Notes Effective January 2017, the Company paid approximately $0.8 million in full payment of these notes. 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. On May 4, 2017, the Company voluntarily terminated the Credit Agreement because it no longer served the Company’s needs. The Company did not incur any early termination penalties in connection with the termination. Prior to its termination, the Credit Agreement provided the Company with a three-year senior secured revolving credit facility in the maximum amount of $60 million. The restrictive covenants, as well as the lenders' security interests in collateral, under the Credit Agreement and the related loan documents terminate in connection with the termination of the facility. As of March 31, 2017, there was approximately $1.1 million of debt issuance costs recorded on the consolidated balance sheets associated with the Credit Agreement that will be written off in May 2016. Convertible Capital Loans Convertible capital loans acquired from Biotie and issued to certain shareholders and venture capital organizations had a fair value of $0.5 million (€0.5 million) and a carrying value of $0.2 million as of March 31, 2017. In the three-month period ended March 31, 2017, the Company extended an offer to each of the convertible capital loan holders to repurchase the outstanding principal amount of each convertible capital loan. As of March 31, 2017, all but one of the loan holders agreed to the terms of the Company’s offer and agreed to accept payment of the principal amount as payment in full for their respective outstanding loans. The Company paid approximately $1.7 million (€1.5 million) in March 2017 to repurchase the outstanding principal amount of these loans. In April 2017, the final loan holder agreed to accept the Company’s repurchase offer and the Company paid approximately $0.2 million (€0.2 million) to repurchase the outstanding principal amount of this loan. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) Commitments and Contingencies A summary of the Company’s commitments and contingencies was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The Company’s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. The Company is currently 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. Litigation expenses are expensed as incurred. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
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 with respect 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. |
Intangible Assets | Intangible Assets The Company has finite lived intangible assets related to Ampyra. 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. On March 31, 2017, the United States District Court for the District of Delaware upheld U.S. Patent No. 5,540,938 (the ‘938 patent), which is set to expire in July 2018. The claims of the ‘938 patent relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. The District Court invalidated U.S. Patent Nos. 8,663,685 , 8,007,826, 8,440,703, and 8,354,437, which pertain to Ampyra. The Company intends to appeal the ruling on these patents. As a result of the District Court’s decision, the Company performed an interim impairment test for the intangible assets related to Ampyra in connection with the preparation of the unaudited interim condensed consolidated financial statements for the first quarter of 2017. Based on the impairment test performed, the Company determined that these intangible assets were not impaired. Accordingly, the Company did not record an impairment loss during the three-month period ended March 31, 2017. In accordance with the Company’s policy, the estimated remaining useful lives of the Ampyra intangible assets were reviewed to determine if there was a change in the estimated useful lives of these assets. Based on the review, the Company determined that there was a change in the estimated useful lives of these assets that would require an acceleration of the amortization expense. The Company estimates that the estimated useful lives of these intangible assets will coincide with the expiration of the ‘938 patent. The Company will account for this change prospectively as a change in an accounting estimate following the period ended March 31, 2017. The change in the estimated remaining useful lives of these intangible assets did not have a material impact on the Company’s statement of operations for the three-month period ended March 31, 2017. |
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 these financial statements. In April 2017, the Company implemented a corporate restructuring to reduce its cost structure and focus its resources on its two late stage Parkinson’s disease programs, INBRIJA and tozadenant, as well as on maximizing Ampyra value and ensuring continued patient access to Ampyra in litigation with certain generic drug manufacturers u pholding our Ampyra Orange Book-listed patent set to expire on July 30, 2018, but invalidating our four other Orange Book-listed patents pertaining to Ampyra that were set to expire between 2025 and 2027. Under this decision, we expect to maintain patent exclusivity with respect to Ampyra at least through July 30, 2018, although the other parties to the lawsuit may appeal the District Court’s decision upholding the patent that expires in July 2018 . 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. On May 4, 2017, the Company voluntarily terminated the Credit Agreement because it no longer served the Company’s needs. The Company did not incur any early termination penalties in connection with the termination. Prior to its termination, the Credit Agreement provided the Company with a three-year senior secured revolving credit facility in the maximum amount of $60 million. The restrictive covenants, as well as the lenders' security interests in collateral, under the Credit Agreement and the related loan documents terminate in connection with the termination of the facility. As of March 31, 2017, there was approximately $1.1 million of debt issuance costs recorded on the consolidated balance sheets associated with the Credit Agreement that will be written off in May 2017. |
Recently Issued / Adopted Accounting Pronouncements | Recently Issued / Adopted Accounting Pronouncements 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 adopted this guidance effective January 1, 2017 on a prospective basis. The new guidance requires that excess tax benefits or deficiencies that arise upon the vesting or exercise of share-based payments be recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded as additional paid-in-capital. The new guidance also permits the accounting for forfeitures based on either an estimate of the number of shares expected to vest (current GAAP) or on the actual forfeitures as they occur. The Company elected to continue estimating forfeitures for determining compensation costs The Company did not have any excess tax benefits in the three-month period ended March 31, 2017. 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 adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements. 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. The Company adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements. 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 on January 1, 2018. 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 January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other” (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 allows for prospective application and is effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating whether it will adopt this guidance early and the impact it may have on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 adjusted through December 31, 2016 Measurement Period Adjustments Preliminary Allocation, as adjusted through March 31, 2017 Cash and cash equivalents $ 73,854 $ — $ 73,854 Other current assets 1,878 — 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 (18,572 ) 3,837 (14,735 ) Deferred taxes (89,908 ) — (89,908 ) Other long-term liabilities (25,690 ) — (25,690 ) Fair value of assets and liabilities acquired 272,024 3,837 275,861 Goodwill 103,876 (3,837 ) 100,039 Total purchase price 375,900 — 375,900 Less: Noncontrolling interests (25,736 ) — (25,736 ) Purchase consideration on date of acquisition $ 350,164 $ — $ 350,164 |
Schedule of Changes in Carrying Amount of Goodwill | (In thousands) Balance at December 31, 2016 $ 280,599 Decrease to goodwill for measurement period adjustments (3,837 ) Foreign currency translation adjustment 1,307 Balance at March 31, 2017 $ 278,069 |
Summary of Supplemental Pro Forma Financial Information | Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 (In thousands) Reported Pro Forma Reported Pro Forma Net revenues $ 119,386 $ 119,386 $ 115,904 $ 116,744 Net loss from continuing operations $ (18,904 ) $ (18,904 ) $ (520 ) $ (12,377 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense included within the consolidated statements of operations: For the three-month period ended March 31, (In millions) 2017 2016 Research and development $ 2.5 $ 2.1 Selling, general and administrative 5.3 6.0 Total $ 7.8 $ 8.1 |
Schedule of Stock Option Activity | Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In Balance at January 1, 2017 9,072 $ 31.11 Granted 607 27.03 Cancelled (73 ) 31.80 Exercised (250 ) 21.91 Balance at March 31, 2017 9,356 $ 31.08 6.0 $ 655 Vested and expected to vest at March 31, 2017 9,257 $ 31.10 6.0 $ 649 Vested and exercisable at March 31, 2017 6,215 $ 30.56 5.0 $ 549 |
Restricted Stock and Performance Stock Unit | |
Schedule of Restricted Stock and Performance Stock Unit Activity | (In thousands) Restricted Stock Number of Shares Nonvested at January 1, 2017 625 Granted 541 Vested (5 ) Forfeited (5 ) Nonvested at March 31, 2017 1,156 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted loss per share | (In thousands, except per share data) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Basic and diluted Net loss $ (18,904 ) $ (520 ) Weighted average common shares outstanding used in computing net loss per share—basic 45,808 44,815 Plus: net effect of dilutive stock options and restricted common shares — — Weighted average common shares outstanding used in computing net loss per share—diluted 45,808 44,815 Net loss per share—basic $ (0.41 ) $ (0.01 ) Net loss per share—diluted $ (0.41 ) $ (0.01 ) |
Schedule of antidilutive securities excluded from calculation of net income per diluted share | (In thousands) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Denominator Stock options and restricted common shares 8,258 4,393 Convertible note – Saints Capital — 10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | (In thousands) Level 1 Level 2 Level 3 March 31, 2017 Assets Carried at Fair Value: Cash equivalents $ 19,862 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 82,900 December 31, 2016 Assets Carried at Fair Value: Cash equivalents $ 18,514 $ — $ — Liabilities Carried at Fair Value: Acquired contingent consideration — — 72,100 |
Contingent consideration liability | |
Schedule of Contingent Liabilities | (In thousands) Three-month period ended March 31, 2017 Three-month period ended March 31, 2016 Acquired contingent consideration: Balance, beginning of period $ 72,100 $ 63,500 Fair value change to contingent consideration (unrealized) included in the statement of operations 10,800 6,200 Balance, end of period $ 82,900 $ 69,700 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Additional Information (Details) | Jun. 01, 2016USD ($) | Apr. 30, 2017 | Mar. 31, 2017USD ($)segment |
Segment and Geographic Information | |||
Number of operating segments | segment | 1 | ||
Number of reportable operating segments | segment | 1 | ||
Accounting Standards Update 2016-09 | |||
Segment and Geographic Information | |||
Adjustment to accumulated deficit | $ 12,100,000 | ||
Excess tax benefit from share-based compensation, operating activities | $ 0 | ||
JPMorgan Chase Bank, N.A. | Senior secured revolving credit facility | |||
Segment and Geographic Information | |||
Term of debt | 3 years | ||
Maximum borrowing capacity | $ 60,000,000 | ||
Line of credit facility termination date | May 4, 2017 | ||
Debt issuance costs | $ 1,100,000 | ||
Subsequent Event | |||
Segment and Geographic Information | |||
Approximate percentage of headcount reduction | 20.00% | ||
Ampyra | |||
Segment and Geographic Information | |||
Impairment loss | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | May 04, 2016 | Sep. 30, 2016 | Apr. 18, 2016 | Mar. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2016 |
Acquisitions | ||||||
Proceeds from refund of cash security deposit | $ 2,722 | |||||
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 | |||||
Proceeds from refund of cash security deposit | 2,700 | |||||
Acquisition-related expenses | 600 | $ 18,600 | ||||
Goodwill deductible for tax purposes | $ 0 | |||||
Biotie Therapies Corp. | Measurement Period Adjustments | Convertible Capital Loans | ||||||
Acquisitions | ||||||
Measurement period adjustments | $ 3,800 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Preliminary allocation of purchase price to estimated fair values of assets acquired and liabilities assumed | ||
Goodwill | $ 278,069 | $ 280,599 |
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 | 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 | (14,735) | (18,572) |
Deferred taxes | (89,908) | (89,908) |
Other long-term liabilities | (25,690) | (25,690) |
Fair value of assets and liabilities acquired | 275,861 | 272,024 |
Goodwill | 100,039 | 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 |
Biotie Therapies Corp. | Measurement Period Adjustments | ||
Preliminary allocation of purchase price to estimated fair values of assets acquired and liabilities assumed | ||
Current liabilities | 3,837 | |
Fair value of assets and liabilities acquired | 3,837 | |
Goodwill | $ (3,837) |
Acquisitions - Schedule of Chan
Acquisitions - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Changes in carrying amount of goodwill | |
Beginning balance | $ 280,599 |
Decrease to goodwill for measurement period adjustments | (3,837) |
Foreign currency translation adjustment | 1,307 |
Ending balance | $ 278,069 |
Acquisitions - Summary of Suppl
Acquisitions - Summary of Supplemental Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Acquisitions | ||
Net revenues | $ 119,386 | $ 115,904 |
Net loss | (18,904) | (520) |
Biotie Therapies Corp. | ||
Acquisitions | ||
Net revenues | 119,386 | 116,744 |
Net loss from continuing operations | (18,904) | (12,377) |
Net revenues | 119,386 | 115,904 |
Net loss | $ (18,904) | $ (520) |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Share-based compensation expense recognized | $ 7.8 | $ 8.1 |
Weighted average fair value of options granted (in dollars per share) | $ 13.02 | $ 15.28 |
Share based compensation, other disclosures | ||
Total unrecognized compensation costs related to unvested stock options and restricted stock awards that the company expects to recognize | $ 65.7 | |
Weighted average period | 2 years 4 months 24 days |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 7.8 | $ 8.1 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 2.5 | 2.1 |
Selling, general, and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 5.3 | $ 6 |
Share-based Compensation - Sc29
Share-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Stock Option Activity | |
Beginning balance (in shares) | shares | 9,072 |
Granted (in shares) | shares | 607 |
Cancelled (in shares) | shares | (73) |
Exercised (in shares) | shares | (250) |
Ending balance (in shares) | shares | 9,356 |
Vested and expected to vest at the end of the period | shares | 9,257 |
Vested and exercisable at the end of the period | shares | 6,215 |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 31.11 |
Granted (in dollars per share) | $ / shares | 27.03 |
Cancelled (in dollars per share) | $ / shares | 31.80 |
Exercised (in dollars per share) | $ / shares | 21.91 |
Balance at the end of the period (in dollars per share) | $ / shares | 31.08 |
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares | 31.10 |
Vested and exercisable at the end of the period (in dollars per share) | $ / shares | $ 30.56 |
Weighted Average Remaining Contractual Term | |
Balance at the end of the period | 6 years |
Vested and expected to vest at the end of the period | 6 years |
Vested and exercisable at the end of the period | 5 years |
Intrinsic Value | |
Balance at the end of the period | $ | $ 655 |
Vested and expected to vest at the end of the period | $ | 649 |
Vested and exercisable at the end of the period | $ | $ 549 |
Share-based Compensation - Sc30
Share-based Compensation - Schedule of Restricted Stock and Performance Stock Unit Activity (Details) - Restricted Stock and Performance Stock Unit shares in Thousands | 3 Months Ended |
Mar. 31, 2017shares | |
Restricted Stock and Performance Stock Unit Activity | |
Nonvested at the beginning of the period (in shares) | 625 |
Granted (in shares) | 541 |
Vested (in shares) | (5) |
Forfeited (in shares) | (5) |
Nonvested at the end of the period (in shares) | 1,156 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic and diluted | ||
Net loss | $ (18,904) | $ (520) |
Weighted average common shares outstanding used in computing net loss per share—basic | 45,808 | 44,815 |
Weighted average common shares outstanding used in computing net loss per share—diluted | 45,808 | 44,815 |
Net loss per share—basic | $ (0.41) | $ (0.01) |
Net loss per share—diluted | $ (0.41) | $ (0.01) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Net Income Per Diluted Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock options and restricted common shares | ||
Antidilutive Securities | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 8,258 | 4,393 |
Convertible note - Saints Capital | ||
Antidilutive Securities | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 10 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reconciliation of statutory federal income tax rate to effective income tax rate | ||
Benefit from income taxes | $ 918 | $ 9,737 |
Effective income tax rate (as a percent) | 5.00% | 95.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2017USD ($) |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Milestone payment, minimum (as a percent) | 26.30% |
Milestone payment, maximum (as a percent) | 85.00% |
Milestone payment, minimum | $ 0 |
Milestone payment, maximum | 58,000,000 |
Level 2 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Convertible senior notes | $ 293,300,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities Carried at Fair Value: | ||
Acquired contingent consideration | $ 82,900 | $ 72,100 |
Level 1 | Recurring basis | ||
Assets Carried at Fair Value: | ||
Cash equivalents | 19,862 | 18,514 |
Level 3 | Recurring basis | ||
Liabilities Carried at Fair Value: | ||
Acquired contingent consideration | $ 82,900 | $ 72,100 |
Fair Value Measurements - Sch36
Fair Value Measurements - Schedule of Contingent Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Assets and liabilities measured at fair value on a recurring basis utilizing Level 3 inputs | ||
Balance, beginning of period | $ 72,100 | $ 63,500 |
Fair value change to contingent consideration (unrealized) included in the statement of operations | 10,800 | 6,200 |
Balance, end of period | $ 82,900 | $ 69,700 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Available For Sale Securities Current [Abstract] | |||
Long-term Investments | $ 0 | $ 0 | |
Short-term investments classified as cash equivalents | $ 19,900 | $ 18,500 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) € in Millions | Jun. 01, 2016USD ($) | Jan. 31, 2017USD ($) | Apr. 30, 2017USD ($) | Apr. 30, 2017EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) |
Biotie Therapies Corp. | Convertible Capital Loans | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt | $ 500,000 | € 0.5 | ||||
Principal | 200,000 | |||||
Repurchased outstanding principal amount | 1,700,000 | € 1.5 | ||||
Biotie Therapies Corp. | Convertible Capital Loans | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Repurchased outstanding principal amount | $ 200,000 | € 0.2 | ||||
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 | |||||
Debt issuance costs | $ 1,100,000 | |||||
Saints Capital Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes paid | $ 800,000 |