Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'THERAVANCE INC | ' |
Entity Central Index Key | '0001080014 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
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 | ' | 115,014,166 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $208,052 | $143,510 |
Restricted cash | 14,232 | 0 |
Short-term investments | 126,424 | 321,615 |
Accounts receivable, net of allowances of $89 at December 31, 2013 | 0 | 199 |
Receivables from collaborative arrangements (including amounts from a related party of $3,473 and $2,247 at June 30, 2014 and December 31, 2013) | 3,473 | 3,181 |
Prepaid expenses and other current assets | 982 | 4,287 |
Inventories | 0 | 10,406 |
Total current assets | 353,163 | 483,198 |
Marketable securities | 34,349 | 55,374 |
Restricted cash | 833 | 833 |
Property and equipment, net | 0 | 10,238 |
Intangible assets, net | 194,880 | 124,257 |
Other assets | 22,385 | 7,355 |
Total assets | 605,610 | 681,255 |
Current liabilities: | ' | ' |
Accounts payable | 1,799 | 7,583 |
Payable to a related party | 15,000 | 40,000 |
Payable to Theravance Biopharma, Inc. | 15,243 | 0 |
Accrued personnel-related expenses | 1,023 | 10,881 |
Accrued clinical and development expenses | 0 | 9,714 |
Accrued interest payable | 11,013 | 2,800 |
Other accrued liabilities | 4,834 | 4,137 |
Deferred revenue | 1,082 | 9,289 |
Total current liabilities | 49,994 | 84,404 |
Convertible subordinated notes | 287,500 | 287,500 |
Non-recourse notes payable, due 2029 | 450,000 | 0 |
Deferred rent | 13 | 4,774 |
Other long-term liabilities | 1,300 | 0 |
Deferred revenue | 4,329 | 5,455 |
Commitments and contingencies (Notes 3, 7 and 9) | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Common stock, $0.01 par value; authorized: 200,000 shares; outstanding: 113,285 and 111,516 at June 30, 2014 and December 31, 2013 | 1,133 | 1,115 |
Additional paid-in capital | 1,444,105 | 1,803,048 |
Accumulated other comprehensive income | 3,706 | 162 |
Accumulated deficit | -1,636,470 | -1,505,203 |
Total stockholders' equity (deficit) | -187,526 | 299,122 |
Total liabilities and stockholders' equity (deficit) | $605,610 | $681,255 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Account receivable, allowance | ' | $89 |
Receivable from related party | $3,473 | $2,247 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized shares | 200,000 | 200,000 |
Common stock, outstanding shares | 113,285 | 111,516 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Revenue: | ' | ' | ' | ' | ||||
Royalty revenue from a related party, net of intangible assets amortization: three months-2014-$2,598; 2013-$0; six months-2014-$4,378; 2013-$0 (Note 3) | $663 | [1] | $0 | [1] | ($387) | [1] | $0 | [1] |
Net revenue from collaborative arrangements from a related party | 271 | 1,322 | 541 | 2,644 | ||||
Total net revenue | 934 | 1,322 | 154 | 2,644 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Research and development | 2,125 | 2,412 | 4,812 | 4,451 | ||||
General and administrative | 8,603 | 5,808 | 19,859 | 11,864 | ||||
Total operating expenses | 10,728 | 8,220 | 24,671 | 16,315 | ||||
Loss from operations | -9,794 | -6,898 | -24,517 | -13,671 | ||||
Other income (expense), net | 83 | 8,192 | 80 | 6,770 | ||||
Interest income | 165 | 190 | 353 | 375 | ||||
Interest expense | -10,327 | -3,025 | -11,971 | -5,761 | ||||
Loss from continuing operations before income taxes | -19,873 | -1,541 | -36,055 | -12,287 | ||||
Income tax expense | -278 | 0 | -278 | 0 | ||||
Loss from continuing operations, net of tax | -20,151 | -1,541 | -36,333 | -12,287 | ||||
Loss from discontinued operations (Notes 11 and 12): | -43,413 | -34,888 | -94,934 | -61,502 | ||||
Net loss | -63,564 | -36,429 | -131,267 | -73,789 | ||||
Basic and diluted net loss per share: | ' | ' | ' | ' | ||||
Continuing operations, net of tax (in dollars per share) | ($0.18) | ($0.02) | ($0.33) | ($0.13) | ||||
Discontinued operations (in dollars per share) | ($0.39) | ($0.35) | ($0.86) | ($0.63) | ||||
Basic and diluted net loss per share (in dollars per share) | ($0.57) | ($0.37) | ($1.19) | ($0.76) | ||||
Shares used to compute basic and diluted net loss per share (in shares) | 110,974 | 97,603 | 110,419 | 96,964 | ||||
Gross royalty revenue from related party | $3,261 | $0 | $3,991 | $0 | ||||
[1] | Gross royalty revenue from a related party for the three and six months ended June 30, 2014 is $3,261 and $3,991, respectively. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Amortization of intangible assets | $2,598 | $0 | $4,378 | $0 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ' | ' | ' | ' |
Net loss | ($63,564) | ($36,429) | ($131,267) | ($73,789) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Net unrealized gain (loss) on available-for-sale securities | 3,535 | -107 | 3,544 | -114 |
Comprehensive loss | ($60,029) | ($36,536) | ($127,723) | ($73,903) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($131,267) | ($73,789) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 6,190 | 2,036 |
Stock-based compensation | 21,281 | 13,257 |
Amortization on premium of short-term investments | 1,412 | 1,854 |
Change in fair value of capped-call derivative assets | 0 | 1,422 |
Other non-cash items | -2 | -3 |
Changes in operating assets and liabilities: | ' | ' |
Account receivables | 74 | 0 |
Receivables from collaborative arrangements | -294 | -1,169 |
Prepaid expenses and other current assets | -177 | 357 |
Inventories | -1,908 | -2,533 |
Other assets | -411 | 0 |
Accounts payable | -5,832 | 1,026 |
Payable to Theravance Biopharma, Inc., net | -1,738 | 0 |
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities | 1,874 | 2,941 |
Accrued interest payable | 8,213 | 2,540 |
Deferred rent | 183 | -376 |
Deferred revenue | -2,640 | 4,120 |
Net cash used in operating activities | -105,042 | -48,317 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -556 | -1,431 |
Purchases of available-for-sale securities | -142,861 | -211,797 |
Maturities of available-for-sale securities | 241,173 | 106,983 |
Sales of available-for-sale securities | 5,000 | 17,600 |
Increase in intangible assets | -100,000 | -30,000 |
Payments received on notes receivable | 140 | 100 |
Net cash provided by (used in) investing activities | 2,896 | -118,545 |
Cash flows from financing activities | ' | ' |
Cash and cash equivalents contributed to Theravance Biopharma, Inc. | -277,541 | 0 |
Proceeds from issuances of common stock, net | 23,786 | 26,433 |
Purchase of capped-call options | 0 | -36,800 |
Change in restricted cash | -14,234 | 0 |
Proceeds from issuances of notes payable, net of debt issuance costs | 434,677 | 281,623 |
Net cash provided by financing activities | 166,688 | 271,256 |
Net increase in cash and cash equivalents | 64,542 | 104,394 |
Cash and cash equivalents at beginning of period | 143,510 | 94,849 |
Cash and cash equivalents at end of period | 208,052 | 199,243 |
Supplemental disclosures of noncash information | ' | ' |
Contribution of net assets, excluding cash and cash equivalents to Theravance Biopharma, Inc. | 125,337 | 0 |
Guarantee issued in connection with the Spin-Off (Note 9) | $1,300 | $0 |
Description_of_Operations_and_
Description of Operations and Summary of Significant Accounting Policies | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Description of Operations and Summary of Significant Accounting Policies | ' | |||||||
Description of Operations and Summary of Significant Accounting Policies | ' | |||||||
1. Description of Operations and Summary of Significant Accounting Policies | ||||||||
Description of Operations | ||||||||
Theravance, Inc. (Theravance, the Company, or we and other similar pronouns) is a royalty management company focused on maximizing the potential value of the respiratory assets partnered with Glaxo Group Limited (GSK), including RELVAR®/BREO® ELLIPTA® (fluticasone furoate/ vilanterol, “FF/VI”) and ANORO® ELLIPTA® (umeclidinium bromide/ vilanterol, “UMEC/VI”), with the intention of providing capital returns to stockholders. Under the Long-Acting Beta2 Agonist (LABA) Collaboration Agreement and the Strategic Alliance Agreement with GSK (referred to herein as the GSK Agreements), Theravance is eligible to receive the associated royalty revenues from RELVAR®/BREO® ELLIPTA® , ANORO® ELLIPTA® and if approved and commercialized, VI monotherapy. Theravance is also entitled to a 15% economic interest in any future payments made by GSK under its agreements originally entered into with us, and since assigned to Theravance Respiratory Company, LLC (“TRC”), relating to the combination of UMEC/VI/FF and the Bifunctional Muscarinic Antagonist-Beta2 Agonist (MABA) program, as monotherapy and in combination with other therapeutically active components, such as an inhaled corticosteroid, and any other product or combination of products that may be discovered and developed in the future under the LABA Collaboration Agreement (“LABA Collaboration”) with us, which has been assigned to TRC other than with respect to RELVAR®/BREO®ELLIPTA®, ANORO® ELLIPTA® and VI monotherapy. | ||||||||
Basis of Presentation | ||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of our financial position, results of operations, comprehensive loss and cash flows. The interim results are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2014 or any other period. | ||||||||
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (“SEC”) on March 3, 2014. | ||||||||
Business Separation | ||||||||
On June 1, 2014, we separated our late-stage partnered respiratory assets from our biopharmaceutical research and drug development operations (“Spin-Off”) by transferring our research and drug development operations into a wholly-owned subsidiary. We contributed $393.0 million of cash, cash equivalents and marketable securities to Theravance Biopharma, Inc. (“Theravance Biopharma”) and all outstanding shares of Theravance Biopharma were then distributed to our stockholders as a pro-rata dividend distribution on June 2, 2014 by issuing one ordinary share of Theravance Biopharma for every 3.5 shares held of Theravance common stock to stockholders of record on May 15, 2014. The separation resulted in Theravance Biopharma operating as an independent, publicly traded company. | ||||||||
The results of operations for our former research and drug development operations conducted by us and by Theravance Biopharma until June 1, 2014 are included as part of this report as discontinued operations. Refer to Notes 11 and 12, “Spin-Off of Theravance Biopharma, Inc.,”and “Discontinued Operations” for further information. | ||||||||
Pursuant to a three-way master agreement entered into by and among us, Theravance Biopharma and GSK in connection with the Spin-Off, we agreed to sell that number of Theravance Biopharma shares withheld from a taxable dividend of Theravance Biopharma shares to GSK. After such Theravance Biopharma shares were sent to the transfer agent, we agreed to purchase the Theravance Biopharma shares from the transfer agent, rather than have them sold on the open market, in order to satisfy tax withholdings. GSK had an option to purchase these shares of Theravance Biopharma from us, but this option expired unexercised. Accordingly, at June 30, 2014, we owned 436,802 ordinary shares of Theravance Biopharma, which are accounted for as available-for-sale securities in the condensed consolidated balance sheets. These equity securities are discussed further in Note 4, “Available-for-Sale Securities”. | ||||||||
Inventories | ||||||||
All inventories were related to our former research and drug development operations and, thus, were contributed to Theravance Biopharma in connection with the Spin-Off. Accordingly, we have no inventories as of June 30, 2014. | ||||||||
Prior to the Spin-Off of Theravance Biopharma, our inventories consisted of raw materials, work-in-process and finished goods related to the production of VIBATIV® (telavancin). Raw materials include VIBATIV® active pharmaceutical ingredient (API) and other raw materials. Work-in-process and finished goods included third party manufacturing costs and labor and indirect costs incurred in the production process. Included in inventories were raw materials and work-in-process that may be used as clinical products, which were charged to research and development expense when consumed. In addition, under certain commercialization agreements, we could sell VIBATIV® packaged in unlabeled vials that are recorded in work-in-process. Inventories were stated at the lower of cost or market value. We determined the cost of inventory using the average-cost method for validation batches. We analyzed our inventory levels quarterly and wrote down any inventory that was expected to become obsolete, that had a cost basis in excess of its expected net realizable value or for inventory quantities in excess of expected requirements. | ||||||||
Inventories were as follows: | ||||||||
June 30, | December 31, | |||||||
(In thousands) | 2014 | 2013 | ||||||
Raw materials | $ | — | $ | 5,138 | ||||
Work-in-process | — | 360 | ||||||
Finished goods | — | 4,908 | ||||||
Total inventories | $ | — | $ | 10,406 | ||||
Revenue Recognition | ||||||||
Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria are met. | ||||||||
Collaborative Arrangements and Multiple-Element Arrangements | ||||||||
Revenue from nonrefundable, up-front license or technology access payments under license and collaborative arrangements that are not dependent on any future performance by us is recognized when such amounts are earned. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation. | ||||||||
We account for multiple element arrangements, such as license and development agreements in which a customer may purchase several deliverables, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-25, “Multiple Element Arrangements.” For new or materially amended multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, we determine the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price, if it exists, or third-party evidence (“TPE”) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, we use the best estimated selling price for that deliverable. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. | ||||||||
For multiple-element arrangements entered into prior to January 1, 2011, we determined the delivered items under our collaborative arrangements did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, we recognized revenue from non-refundable, upfront fees and development contingent payments in the same manner as the final deliverable, which is ratably over the expected term of our performance of research and development services under the agreements. These upfront or contingent payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets and recognized over the estimated period of performance. We periodically review the estimated performance periods of our contracts based on the progress of our programs. | ||||||||
Where a portion of non-refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue or as an accrued liability and recognized as a reduction of research and development expenses ratably over the term of our estimated performance period under the agreement. We determine the estimated performance periods, and they are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period and, therefore revenue recognized, would occur on a prospective basis in the period that the change was made. | ||||||||
Under certain collaborative arrangements, we have been reimbursed for a portion of our research and development expenses. These reimbursements have been reflected as a reduction of research and development expense in our consolidated statements of operations, as we do not consider performing research and development services to be a part of our ongoing and central operations. Therefore, the reimbursement of research and developmental services and any amounts allocated to our research and development services are recorded as a reduction of research and development expense. | ||||||||
Amounts deferred under a collaborative arrangement in which the performance obligations are terminated will result in an immediate recognition of any remaining deferred revenue and accrued liability in the period that termination occurred, provided that there are no remaining performance obligations. | ||||||||
We account for contingent payments in accordance with FASB Subtopic ASC 605-28 “Revenue Recognition—Milestone Method.” We recognize revenue from milestone payments when (i) the milestone event is substantive and its achievability was not reasonably assured at the inception of the agreement and (ii) we do not have ongoing performance obligations related to the achievement of the milestone. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment (a) is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from our performance to achieve the milestone, (b) relates solely to past performance, and (c) is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. | ||||||||
Under our collaborative arrangements with GSK, and in accordance with FASB Subtopic ASC 808-10, “Collaborative Arrangements,” royalty revenue earned is reduced by amortization expense resulting from the fees paid to GSK, which were capitalized as finite-lived intangible assets. When amortization expense exceeds amounts recognized for royalty revenues from GSK, negative revenue would be reported in our consolidated statements of operations. | ||||||||
Royalties | ||||||||
We recognize royalty revenue on licensee net sales of products with respect to which we have contractual royalty rights in the period in which the royalties are earned and reported to us and collectability is reasonably assured. Royalties are recognized net of amortization of intangible assets associated with any approval and launch milestone payments made to GSK. | ||||||||
Product Revenues | ||||||||
We currently have no product revenues following the spin-off of Theravance Biopharma. | ||||||||
Prior to the Spin-Off of Theravance Biopharma, we sold VIBATIV® in the U.S. through a limited number of distributors, and title and risk of loss transferred upon receipt of the product by these distributors. Healthcare providers ordered VIBATIV® through these distributors. Commencing in the first quarter of 2014, revenue on the sale of VIBATIV® was recorded on a sell-through basis, once the distributors sold the product to healthcare providers. As VIBATIV® is a product that is sold by Theravance Biopharma, the revenue from product sales are included within discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2014. There was no revenue from product sales for any period in 2013. | ||||||||
Product sales were recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. We reflected such reductions in revenue either as an allowance to the related account receivable from the distributor, or as an accrued liability, depending on the nature of the sales deduction. Sales deductions were based on management’s estimates that considered payer mix in target markets, industry benchmarks and experience to date. We monitored inventory levels in the distribution channel, as well as sales of VIBATIV® by distributors to healthcare providers, using product-specific data provided by the distributors. Product return allowances were based on amounts owed or to be claimed on related sales. These estimates took into consideration the terms of our agreements with customers, historical product returns of VIBATIV® experienced by our former collaborative partner, Astellas Pharma, Inc. (“Astellas”), rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product, and specific known market events, such as competitive pricing and new product introductions. | ||||||||
Sales Discounts: We offered cash discounts to our customers, generally 2% of the sales price, as an incentive for prompt payment. We expected our customers to comply with the prompt payment terms to earn the cash discount. We accounted for cash discounts by reducing accounts receivable by the full amount and recognizing the discount as a reduction of revenue in the same period the related revenue is recognized. | ||||||||
Chargebacks and Government Rebates: For VIBATIV® sales in the U.S., we estimated reductions to product sales for qualifying federal and state government programs including discounted pricing offered to Public Health Service (PHS) as well as government-managed Medicaid programs. Our reduction for PHS was based on actual chargebacks that distributors have claimed for reduced pricing offered to such health care providers. Our accrual for Medicaid was based upon statutorily-defined discounts, estimated payer mix, expected sales to qualified healthcare providers, and our expectation about future utilization. The Medicaid accrual and government rebates that were invoiced directly to us were recorded in other accrued liabilities on the consolidated balance sheet. For qualified programs that purchased our products through distributors at a lower contractual government price, the distributors charged back to us the difference between their acquisition cost and the lower contractual government price, which we recorded as an allowance against accounts receivable. | ||||||||
Distribution Fees and Product Returns: We had written contracts with our distributors that include terms for distribution-related fees. We recorded distribution-related fees based on a percentage of the product sales price. We offered our distributors a right to return product purchased directly from us, which was principally based upon the product’s expiration date. Additionally, we had granted more expansive return rights to our distributors following our product launch of VIBATIV®. Our policy was to accept returns for expired product during the six months prior to and twelve months after the product expiration date on product that had been sold to our distributors. We developed estimates for VIBATIV® product returns based upon historical VIBATIV® sales from our former collaborative partner, Astellas. We recorded distribution fees and product returns as an allowance against accounts receivable. | ||||||||
Allowance for Doubtful Accounts: We maintained a policy to record allowances for potentially doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. As of June 30, 2014 and December 31, 2013, there were no allowances for doubtful accounts as we have not had any write-offs historically. | ||||||||
Variable Interest Entities | ||||||||
We analyze any potential variable interest or special-purpose entities in accordance with the guidance of FASB Subtopic ASC 810-10, Consolidation of Variable Interest and Special-Purpose Entities. The party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity that is determined to be a variable interest entity (VIE). We have determined TRC to be a VIE. We have the power to direct the economically significant activities of TRC and the obligation to absorb losses of, or the right to receive benefits from TRC. Therefore, we consolidate the financial results of TRC. The financial position and results of operations of TRC are not material as of and for the three and six months ended June 30, 2014. | ||||||||
Intangible Assets | ||||||||
We capitalize fees paid to licensors related to agreements for approved products or commercialized products. We capitalize these fees as finite-lived intangible assets and amortize these intangible assets on a straight-line basis over their estimated useful lives upon the commercial launch of the product, which is expected to be shortly after regulatory approval of such product. The estimated useful lives of these intangible assets are based on a country-by-country and product-by-product basis, as the later of the expiration or termination of the last patent right covering the compound in such product in such country and 15 years from first commercial sale of such product in such country, unless the agreement is terminated earlier. Consistent with our policy for classification of costs under the research and development collaborative arrangements, the amortization of these intangible assets will be recognized as a reduction of royalty revenue. We review our intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of finite-lived intangible assets is measured by comparing the asset’s carrying amount to the expected undiscounted future cash flows that the asset is expected to generate. The determination of recoverability typically requires various estimates and assumptions, including estimating the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. We derive the required cash flow estimates from near-term forecasted product sales and long-term projected sales in the corresponding market. | ||||||||
Recently Issued Accounting Pronouncements Not Yet Adopted | ||||||||
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2014. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements. | ||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which converges the FASB and the International Accounting Standards Board standards on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This guidance is effective for the fiscal years and interim reporting periods beginning after December 15, 2016, at which time we may adopt the new standard under the full retrospective method or the modified retrospective method. Early adoption is not permitted. We are currently evaluating the impact of adopting ASU 2014-09 on our consolidated financial statements and related disclosures. | ||||||||
Net_Loss_per_Share
Net Loss per Share | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Net Loss per Share | ' | |||||||||||||
Net Loss per Share | ' | |||||||||||||
2. Net Loss per Share | ||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, less restricted stock awards (“RSAs”) subject to forfeiture. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, less RSAs subject to forfeiture, plus all additional common shares that would have been outstanding, assuming dilutive potential common shares had been issued for other dilutive securities. | ||||||||||||||
For the three months and six months ended June 30, 2014 and 2013, diluted and basic net loss per share were identical since potential common shares were excluded from the calculation, as their effect was anti-dilutive. | ||||||||||||||
The computations for basic and diluted net loss per share were as follows: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands, except for per share amounts) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Numerator: | ||||||||||||||
Loss from continuing operations, net of tax | $ | (20,151 | ) | $ | (1,541 | ) | $ | (36,333 | ) | $ | (12,287 | ) | ||
Loss from discontinued operations | (43,413 | ) | (34,888 | ) | (94,934 | ) | (61,502 | ) | ||||||
Net loss | $ | (63,564 | ) | $ | (36,429 | ) | $ | (131,267 | ) | $ | (73,789 | ) | ||
Denominator: | ||||||||||||||
Weighted-average number of shares outstanding | 113,163 | 100,316 | 112,608 | 99,677 | ||||||||||
Less: unvested RSAs | (2,189 | ) | (2,713 | ) | (2,189 | ) | (2,713 | ) | ||||||
Weighted-average number of shares used to compute basic and diluted net loss per share | 110,974 | 97,603 | 110,419 | 96,964 | ||||||||||
Basic and diluted net loss per share: | ||||||||||||||
Continuing operations, net of tax | $ | (0.18 | ) | $ | (0.02 | ) | $ | (0.33 | ) | $ | (0.13 | ) | ||
Discontinued operations | (0.39 | ) | (0.35 | ) | (0.86 | ) | (0.63 | ) | ||||||
Basic and diluted net loss per share | $ | (0.57 | ) | $ | (0.37 | ) | $ | (1.19 | ) | $ | (0.76 | ) | ||
Anti-Dilutive Securities | ||||||||||||||
The following common equivalent shares were not included in the computation of diluted net loss per share because their effect was anti-dilutive: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Shares issuable under equity incentive plans and ESPP | 6,136 | 3,848 | 5,942 | 4,519 | ||||||||||
Shares issuable upon the conversion of convertible subordinated notes | 17,869 | 17,015 | 17,869 | 15,643 | ||||||||||
Total anti-dilutive securities | 24,005 | 20,863 | 23,811 | 20,162 | ||||||||||
Collaborative_Arrangements
Collaborative Arrangements | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Collaborative Arrangements | ' | |||||||||||||
Collaborative Arrangements | ' | |||||||||||||
3. Collaborative Arrangements | ||||||||||||||
Net Revenue from Collaborative Arrangements | ||||||||||||||
Net revenue from collaborative arrangements from continuing operations relates to our arrangement with GSK. Net revenue from other collaborative arrangements was reflected as discontinued operations in the consolidated statements of operations. Refer to Notes 1, 11 and 12, “Description of Operations and Summary of Significant Accounting Policies,” “Spin-Off of Theravance Biopharma, Inc.” and “Discontinued Operations” for further information. | ||||||||||||||
Net Royalty Revenue from GSK | ||||||||||||||
Net revenue recognized under our GSK Agreements was as follows: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Royalty revenue | $ | 3,261 | $ | — | $ | 3,991 | $ | — | ||||||
Amortization of intangible assets | (2,598 | ) | — | (4,378 | ) | — | ||||||||
Net royalty revenue | 663 | — | (387 | ) | — | |||||||||
LABA collaboration | — | 907 | — | 1,814 | ||||||||||
Strategic alliance—MABA program license | 271 | 415 | 541 | 830 | ||||||||||
Total revenue | $ | 934 | $ | 1,322 | $ | 154 | $ | 2,644 | ||||||
Amortization expense for intangible assets, which is a reduction to royalty revenue, exceeded amounts recognized for royalty revenue under the LABA Collaboration with GSK, resulting in negative net royalty revenue in the first six months of 2014. | ||||||||||||||
LABA Collaboration | ||||||||||||||
In November 2002, we entered into our Long-Acting Beta2 Agonist (LABA) collaboration with GSK to develop and commercialize once-daily LABA products for the treatment of chronic obstructive pulmonary disease (COPD) and asthma. For the treatment of COPD, the collaboration has developed two combination products: (1) RELVAR®/BREO® ELLIPTA® (FF/VI), a once-daily combination medicine consisting of a LABA, vilanterol (VI), and an inhaled corticosteroid (ICS), fluticasone furoate (FF) and (2) ANORO® ELLIPTA® (UMEC/VI), a once-daily medicine combining a long-acting muscarinic antagonist (LAMA), umeclidinium bromide (UMEC), with a LABA, VI. For the treatment of asthma, RELVAR® ELLIPTA® is approved in multiple regions outside of North America and the collaboration is further developing FF/VI for the U.S. | ||||||||||||||
In the event that a product containing VI is successfully developed and commercialized, we are obligated to make milestone payments to GSK, which could total as much as $220.0 million if both a single-agent and a combination product or two different combination products are launched in multiple regions of the world. As of June 30, 2014, we have paid a total of $185.0 million of these milestones and have an accrued a liability of $15.0 million. In July 2014, we recorded an additional $10.0 million accrued liability. These milestone fees paid or owed to GSK were capitalized as finite-lived intangible assets, which are being amortized over their estimated useful lives commencing upon the commercial launch of the product. We estimate the remaining potential milestone payments of $10.0 million could become payable by the end of 2014. | ||||||||||||||
Total milestone fees paid of $185.0 million and accrued as a liability of $15.0 million at June 30, 2014 resulted from the following: | ||||||||||||||
· In May 2013, the U.S. Food and Drug Administration (FDA) approved BREO® ELLIPTA® as an inhaled long-term, once-daily maintenance treatment of airflow obstruction in patients with COPD, including chronic bronchitis and/or emphysema. It is also indicated to reduce exacerbations of COPD in patients with a history of exacerbations. | ||||||||||||||
· In September 2013, the Japanese Ministry of Health, Labour and Welfare (MHLW) approved RELVAR® ELLIPTA® for the treatment of bronchial asthma in cases where concurrent use of inhaled corticosteroid and long-acting inhaled beta2 agonist is required. | ||||||||||||||
· In October 2013, BREO® ELLIPTA® was launched in the U.S. for the treatment of COPD. | ||||||||||||||
· In November 2013, the European Commission granted marketing authorization for RELVAR® ELLIPTA® for the regular treatment of asthma and the systematic treatment of COPD. | ||||||||||||||
· In December 2013, RELVAR® ELLIPTA® was launched in Japan for the treatment of bronchial asthma. | ||||||||||||||
· In December 2013, the FDA approved ANORO® ELLIPTA® as a combination anticholinergic/long-acting beta2-adrenergic agonist (LABA) indicated for the long-term, once-daily, maintenance treatment of airflow obstruction in patients with COPD, including chronic bronchitis and/or emphysema. | ||||||||||||||
· In January 2014, RELVAR® ELLIPTA® was launched in the European Union. | ||||||||||||||
· In April 2014, ANORO® ELLIPTA® was made available in the U.S. for the treatment of COPD. | ||||||||||||||
· In May 2014, the European Commission granted marketing authorization for ANORO(R) (umeclidinium/vilanterol) as a once-daily, maintenance bronchodilator treatment to relieve symptoms in adult patients with COPD. | ||||||||||||||
· In June 2014, ANORO® ELLIPTA® was made available in the European Union. | ||||||||||||||
Total milestone fees recorded of $10.0 million in July 2014 resulted from the following: | ||||||||||||||
· In July 2014, the Japanese MHLW approved ANORO® ELLIPTA® for the relief of various symptoms due to airway obstruction with COPD in cases where concurrent use of long-acting inhaled muscarinic antagonist and long-acting inhaled beta2 agonist is required. | ||||||||||||||
We are entitled to receive annual royalties from GSK on sales of RELVAR®/BREO® ELLIPTA® as follows: 15% on the first $3.0 billion of annual global net sales and 5% for all annual global net sales above $3.0 billion. Sales of single-agent LABA medicines and combination medicines would be combined for the purposes of this royalty calculation. For other products combined with a LABA from the LABA Collaboration, such as ANORO® ELLIPTA®, royalties are upward tiering and range from 6.5% to 10%. | ||||||||||||||
Amortization expense resulting from the milestone fees paid to GSK, which are capitalized as finite-lived intangible assets, is a reduction to royalty revenue. When amortization expense exceeds amounts recognized for royalty revenue, negative revenue would be reported in our consolidated statements of operations. | ||||||||||||||
2004 Strategic Alliance | ||||||||||||||
In March 2004, we entered into our strategic alliance with GSK (the Strategic Alliance Agreement and the LABA Collaboration Agreement are together referred to herein as the GSK Agreements). Under this alliance, GSK received an option to license exclusive development and commercialization rights to product candidates from certain of our discovery programs on pre-determined terms and on an exclusive, worldwide basis. Upon GSK’s decision to license a program, GSK is responsible for funding all future development, manufacturing and commercialization activities for product candidates in that program. In addition, GSK is obligated to use diligent efforts to develop and commercialize product candidates from any program that it licenses. If the program is successfully advanced through development by GSK, we are entitled to receive clinical, regulatory and commercial milestone payments and royalties on any sales of medicines developed from the program. If GSK chooses not to license a program, we retain all rights to the program and may continue the program alone or with a third party. GSK has no further option rights on any of our research or development programs under the strategic alliance. | ||||||||||||||
In 2005, GSK licensed our bifunctional muscarinic antagonist-beta2 agonist (MABA) program for the treatment of COPD, and in October 2011, we and GSK expanded the MABA program by adding six additional Theravance-discovered preclinical MABA compounds (the “Additional MABAs”). GSK’s development, commercialization, milestone and royalty obligations under the strategic alliance remain the same with respect to GSK961081 (‘081), the lead compound in the MABA program. GSK is obligated to use diligent efforts to develop and commercialize at least one MABA within the MABA program, but may terminate progression of any or all Additional MABAs at any time and return them to us, at which point we may develop and commercialize such Additional MABAs alone or with a third party. Both GSK and we have agreed not to conduct any MABA clinical studies outside of the strategic alliance so long as GSK is in possession of the Additional MABAs. If a single-agent MABA medicine containing ‘081 is successfully developed and commercialized, we are entitled to receive royalties from GSK of between 10% and 20% of annual global net sales up to $3.5 billion, and 7.5% for all annual global net sales above $3.5 billion. If a MABA medicine containing ‘081 is commercialized as a combination product, such as ‘081/FF, the royalty rate is 70% of the rate applicable to sales of the single-agent MABA medicine. For single-agent MABA medicines containing an Additional MABA, we are entitled to receive royalties from GSK of between 10% and 15% of annual global net sales up to $3.5 billion, and 10% for all annual global net sales above $3.5 billion. For combination products containing an Additional MABA, such as a MABA/ICS combination, the royalty rate is 50% of the rate applicable to sales of the single-agent MABA medicine. If a MABA medicine containing ‘081 is successfully developed and commercialized in multiple regions of the world, we could earn total contingent payments of up to $125.0 million for a single-agent medicine and up to $250.0 million for both a single-agent and a combination medicine. If a MABA medicine containing an Additional MABA is successfully developed and commercialized in multiple regions of the world, we could earn total contingent payments of up to $129.0 million. | ||||||||||||||
Agreements Entered into with GSK in Connection with the Spin-Off | ||||||||||||||
On March 3, 2014, in contemplation of the Spin-Off, we, Theravance Biopharma and GSK entered into a series of agreements clarifying how the companies would implement the Spin-Off and operate following the Spin-Off. We, Theravance Biopharma and GSK entered into a three-way master agreement providing for GSK’s consent to the Spin-Off provided certain conditions were met. In addition, we and GSK also entered into amendments of our GSK Agreements, and Theravance Biopharma and GSK entered into a governance agreement, a registration rights agreement and an extension agreement. The three-way master agreement was effective on June 1, 2014 when we transferred our research and drug development operations to Theravance Biopharma. Pursuant to a three-way master agreement entered into by and among us, Theravance Biopharma and GSK in connection with the Spin-Off, we agreed to sell that number of Theravance Biopharma shares withheld from a taxable dividend of Theravance Biopharma shares to GSK. After such Theravance Biopharma shares were sent to the transfer agent, we agreed to purchase the Theravance Biopharma shares from the transfer agent, rather than have them sold on the open market, in order to satisfy tax withholdings. GSK had an option to purchase these shares of Theravance Biopharma from us, but this option expired unexercised. Accordingly, at June 30, 2014, we owned 436,802 ordinary shares of Theravance Biopharma, which are accounted for as available-for-sale securities in the condensed consolidated balance sheets. | ||||||||||||||
The amendments to the GSK Agreements do not change the economics or royalty rates under the GSK Agreements, though the assignment of the Strategic Alliance Agreement and portions of the LABA Collaboration to TRC do change how the economics are allocated between Theravance Biopharma and us. The amendments to the GSK Agreements do provide that GSK’s diligent efforts obligations regarding commercialization matters under both agreements will change upon regulatory approval in either the United States or the European Union of UMEC/VI/FF or a MABA in combination with FF. Upon such regulatory approval, GSK’s diligent efforts obligations as to commercialization matters under the GSK Agreements will have the objective of focusing on the best interests of patients and maximizing the net value of the overall portfolio of products under the GSK Agreements. Since GSK’s commercialization efforts following such regulatory approval will be guided by a portfolio approach across products in which we will retain our full interests upon the Spin-Off and also products in which we will have retained only a portion of our interests upon the planned Spin-Off transaction, GSK’s commercialization efforts may have the effect of reducing the overall value of our remaining interests in the GSK Agreements after the Spin-Off. | ||||||||||||||
Purchases of Common Stock under the Company’s Governance Agreement and Common Stock Purchase Agreements with GSK | ||||||||||||||
During the first six months of 2014, GSK purchased 659,999 shares of our common stock pursuant to its periodic “top-up” rights under our Amended and Restated Governance Agreement, dated as of June 4, 2004, as amended, among us, GSK and certain GSK affiliates, for an aggregate purchase price of approximately $21.4 million. | ||||||||||||||
GSK Contingent Payments and Revenue | ||||||||||||||
The potential future contingent payments receivable related to the MABA program of $363.0 million are not deemed substantive milestones due to the fact that the achievement of the event underlying the payment predominantly relates to GSK’s performance of future development, manufacturing and commercialization activities for product candidates after licensing the program. | ||||||||||||||
Reimbursement of Research and Development Costs | ||||||||||||||
Reimbursement of research and development costs from continuing operations is solely related to GSK. Under the GSK Agreements, we are entitled to reimbursement of certain research and development costs. For the three months and six months ended June 30, 2014 and the three and six months ended June 30, 2013, research and development costs reimbursed from GSK was $19,000, $62,000, $0.2 million, and $0.3 million. Reimbursement of research and development costs from other collaborative arrangements has been reflected as discontinued operations in the condensed consolidated statements of operations. Refer to Notes 1, 11 and 12, “Description of Operations and Summary of Significant Accounting Policies,” “Spin-Off of Theravance Biopharma, Inc.” and “Discontinued Operations” for further information. | ||||||||||||||
AvailableforSale_Securities
Available-for-Sale Securities | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Available-for-Sale Securities | ' | |||||||||||||
Available-for-Sale Securities | ' | |||||||||||||
4. Available-for-Sale Securities | ||||||||||||||
The classification of available-for-sale securities in the consolidated balance sheets is as follows: | ||||||||||||||
(In thousands) | June 30, 2014 | December 31, 2013 | ||||||||||||
Cash and cash equivalents | $ | 184,994 | $ | 125,009 | ||||||||||
Short-term investments | 126,424 | 321,615 | ||||||||||||
Marketable securities | 34,349 | 55,374 | ||||||||||||
Restricted cash | 833 | 833 | ||||||||||||
Total | $ | 346,600 | $ | 502,831 | ||||||||||
The estimated fair value of available-for-sales securities is based on quoted market prices for these or similar investments that were based on prices obtained from a commercial pricing service. Available-for-sale securities are summarized below: | ||||||||||||||
June 30, 2014 | ||||||||||||||
(In thousands) | Amortized | Gross | Gross | Estimated | ||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gains | Losses | |||||||||||||
U.S. government securities | $ | 23,509 | $ | 44 | $ | — | $ | 23,553 | ||||||
U.S. government agencies | 54,712 | 15 | (5 | ) | 54,722 | |||||||||
U.S. corporate notes | 33,632 | 7 | (11 | ) | 33,628 | |||||||||
U.S. commercial paper | 34,942 | — | — | 34,942 | ||||||||||
Equity securities | 10,269 | 3,656 | — | 13,925 | ||||||||||
Money market funds | 185,830 | — | — | 185,830 | ||||||||||
Total | $ | 342,894 | $ | 3,722 | $ | (16 | ) | $ | 346,600 | |||||
Equity securities consist of ordinary shares of Theravance Biopharma owned by us as of June 30, 2014. These equity securities are restricted securities and can only be resold pursuant to a registration statement or an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). We expect to be able to sell these shares pursuant to Rule 144 promulgated under the Securities Act after the satisfaction of a six-month holding period and, therefore, have classified them as available-for-sale marketable securities. | ||||||||||||||
December 31, 2013 | ||||||||||||||
(In thousands) | Amortized | Gross | Gross | Estimated | ||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gains | Losses | |||||||||||||
U.S. government securities | $ | 42,104 | $ | 55 | $ | (1 | ) | $ | 42,158 | |||||
U.S. government agencies | 141,278 | 61 | (8 | ) | 141,331 | |||||||||
U.S. corporate notes | 94,923 | 54 | — | 94,977 | ||||||||||
U.S. commercial paper | 102,021 | 2 | (1 | ) | 102,022 | |||||||||
Money market funds | 122,343 | — | — | 122,343 | ||||||||||
Total | $ | 502,669 | $ | 172 | $ | (10 | ) | $ | 502,831 | |||||
At June 30, 2014, all of the available-for-sale debt securities had contractual maturities within two years and the average duration of marketable securities was approximately seven months. We do not intend to sell the investments that are in an unrealized loss position, and it is unlikely that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. We have determined that the gross unrealized losses on our marketable securities at June 30, 2104 were temporary in nature. All marketable securities with unrealized losses at June 30, 2014 have been in a loss position for less than twelve months. | ||||||||||||||
During the six months ended June 30, 2014 and 2013, we sold available-for-sale securities totaling $5.0 million and $17.6 million, and the related realized gains and losses were not significant in any of these periods. | ||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
5. Fair Value Measurements | ||||||||||||||
We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | ||||||||||||||
Our valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. We classify these inputs into the following hierarchy: | ||||||||||||||
Level 1—Quoted prices for identical instruments in active markets. | ||||||||||||||
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | ||||||||||||||
Level 3—Unobservable inputs and little, if any, market activity for the assets. | ||||||||||||||
Our available-for-sale securities are measured at fair value on a recurring basis and our debt is carried at the amortized cost basis. The estimated fair values were as follows: | ||||||||||||||
Estimated Fair Value Measurements at Reporting Date Using: | ||||||||||||||
Types of Instruments | Quoted Prices | Significant | Significant | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | |||||||||||||
Assets | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets at June 30, 2014: | ||||||||||||||
U.S. government securities | $ | 23,553 | $ | — | $ | — | $ | 23,553 | ||||||
U.S. government agency securities | — | 54,722 | — | 54,722 | ||||||||||
U.S. corporate notes | — | 33,628 | — | 33,628 | ||||||||||
U.S. commercial paper | — | 34,942 | — | 34,942 | ||||||||||
Equity securities | 13,925 | — | — | 13,925 | ||||||||||
Money market funds | 185,830 | — | — | 185,830 | ||||||||||
Total assets measured at estimated fair value | $ | 223,308 | $ | 123,292 | $ | — | $ | 346,600 | ||||||
Liabilities at June 30, 2014: | ||||||||||||||
Convertible subordinated notes due 2023 | $ | — | $ | 417,148 | $ | — | $ | 417,148 | ||||||
Non-recourse notes due 2029 | — | 454,500 | — | 454,500 | ||||||||||
Total fair value of liabilities | $ | — | $ | 871,648 | $ | — | $ | 871,648 | ||||||
Estimated Fair Value Measurements at Reporting Date Using | ||||||||||||||
Types of Instruments | Quoted Prices | Significant | Significant | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | |||||||||||||
Assets | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets at December 31, 2013: | ||||||||||||||
U.S. government securities | $ | 42,158 | $ | — | $ | — | $ | 42,158 | ||||||
U.S. government agency securities | 98,236 | 43,095 | — | 141,331 | ||||||||||
U.S. corporate notes | 61,591 | 33,386 | — | 94,977 | ||||||||||
U.S. commercial paper | 3,499 | 98,523 | — | 102,022 | ||||||||||
Money market funds | 122,343 | — | — | 122,343 | ||||||||||
Total assets measured at estimated fair value | $ | 327,827 | $ | 175,004 | $ | — | $ | 502,831 | ||||||
Liabilities at December 31, 2013: | ||||||||||||||
Convertible subordinated notes due 2023 | $ | — | $ | 408,250 | $ | — | $ | 408,250 | ||||||
At June 30, 2014, securities with a total fair value of $5.4 million were measured using Level 2 inputs in comparison to December 31, 2013, at which time the securities had a fair value of $5.4 million and were measured using Level 1 inputs. | ||||||||||||||
Due to their short-term maturities, we believe that the fair value of our bank deposits, receivables from collaborative arrangements, accounts payable and accrued expenses approximate their carrying value. | ||||||||||||||
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Intangible Assets | ' | ||||||||||||
Intangible Assets | ' | ||||||||||||
6. Intangible Assets | |||||||||||||
Intangible assets, which consist of registrational and launch-related milestone fees paid or owed to GSK, were as follows: | |||||||||||||
June 30, 2014 | |||||||||||||
(In thousands) | Weighted | Gross | Accumulated | Net Carrying | |||||||||
Average | Carrying | Amortization | Value | ||||||||||
Remaining | Value | ||||||||||||
Amortization | |||||||||||||
Period | |||||||||||||
(Years) | |||||||||||||
FDA approval and launch of BREO® ELLIPTA® in the U.S. | 15.2 | $ | 60,000 | $ | (2,526 | ) | $ | 57,474 | |||||
MHLW approval and launch of RELVAR® ELLIPTA® in Japan | 14.4 | 20,000 | (778 | ) | 19,222 | ||||||||
European Commission approval and launch of RELVAR® ELLIPTA® | 14.5 | 30,000 | (1,000 | ) | 29,000 | ||||||||
FDA approval and launch of ANORO® ELLIPTA® in the U.S. | 15.2 | 60,000 | (652 | ) | 59,348 | ||||||||
European Commission approval and launch of ANORO® ELLIPTA® | 15.2 | 30,000 | (164 | ) | 29,836 | ||||||||
Total intangible assets | $ | 200,000 | $ | (5,120 | ) | $ | 194,880 | ||||||
December 31, 2013 | |||||||||||||
(In thousands) | Weighted | Gross | Accumulated | Net Carrying | |||||||||
Average | Carrying | Amortization | Value | ||||||||||
Remaining | Value | ||||||||||||
Amortization | |||||||||||||
Period | |||||||||||||
(Years) | |||||||||||||
FDA approval and launch of BREO® ELLIPTA® in the U.S. | 15.7 | $ | 60,000 | $ | (632 | ) | $ | 59,368 | |||||
MHLW approval and launch of RELVAR® ELLIPTA® in Japan | 14.9 | 20,000 | (111 | ) | 19,889 | ||||||||
European Commission approval of RELVAR® ELLIPTA® | 15 | 15,000 | — | 15,000 | |||||||||
FDA approval of ANORO® ELLIPTA® in the U.S. | 15.3 | 30,000 | — | 30,000 | |||||||||
Total intangible assets | $ | 125,000 | $ | (743 | ) | $ | 124,257 | ||||||
Additional information regarding these milestone fees is included in Note 3 “Collaborative Arrangements.” Amortization expense for the BREO® ELLIPTA® intangible asset for the U.S. region and the RELVAR® ELLIPTA® intangible asset for the Japan region began in the fourth quarter of 2013, the RELVAR® ELLIPTA® intangible asset for the European Union region began in the first quarter of 2014 and the ANORO® ELLIPTA® intangible assets for the U.S. and European Union regions began in the second quarter of 2014. Amortization expense is recorded as a reduction in revenue from collaborative arrangements. Amortization expense for the three months and six months ended June 30, 2014 was $2.6 million and $4.4 million. The amortization expense for the same periods in 2013 is zero. Estimated annual amortization expense of intangible assets is $10.9 million for 2014, $13.0 million for each of the years from 2015 to 2018 and $136.4 million thereafter. | |||||||||||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
7. Stock-Based Compensation | ||||||||||||||
Equity Incentive Plan | ||||||||||||||
The 2012 Equity Incentive Plan (“2012 Plan”) provides for the grant of stock options, time-based and performance-contingent restricted stock units (RSUs), time-based and performance-contingent RSAs, and stock appreciation rights to employees, non-employee directors and consultants. As of June 30, 2014, total shares remaining available for issuance under the 2012 Plan were 2,533,778. | ||||||||||||||
Performance-Contingent RSAs | ||||||||||||||
Over the past three years, the Compensation Committee of our Board of Directors (the “Compensation Committee”) has approved grants of performance-contingent RSAs to senior management and a non-executive officer. Generally, these awards have dual triggers of vesting based upon the achievement of certain performance goals by a pre-specified date, as well as a requirement for continued employment. When the performance goals are probable of achievement for these types of awards, time-based vesting and, as a result, recognition of stock-based compensation expense commence. Included in these performance-contingent RSAs is the grant of 1,290,000 special long-term retention and incentive performance-contingent RSAs to senior management in 2011. The awards have dual triggers of vesting based upon the achievement of certain performance conditions over a six-year timeframe from 2011 through December 31, 2016 and require continued employment. | ||||||||||||||
As of March 31, 2014, we determined that the achievement of the requisite performance conditions for vesting of the first tranche of these awards was probable and, as a result, $6.8 million of the total stock-based compensation expense was recognized in the first quarter of 2014. The total stock-based compensation expense of $7.0 million for the first tranche was recognized through May 2014. | ||||||||||||||
In May 2014, our Compensation Committee approved the modification of the remaining tranches related to these awards contingent upon the Spin-Off as the performance conditions associated with these awards were unlikely to be consistent with the new strategies of each company following the separation. The modification acknowledged the Spin-Off and permitted recognition of achievement of the original performance conditions that were met prior to the Spin-Off, triggering service-based vesting for a portion of the equity awards. The remaining tranches of the equity awards remain subject to performance and service conditions. The remaining potential stock-based compensation expense associated with these awards after the modification is $24.5 million, of which $10.7 million is expected to be recognized by either us or Theravance Biopharma, based on which company employs the individuals who hold these awards during the twelve-month service period commencing in June 2014. | ||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||
The allocation of stock-based compensation expense included in the condensed consolidated statements of operations was as follows: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Research and development | $ | 514 | $ | 198 | $ | 1,232 | $ | 307 | ||||||
General and administrative | 3,081 | 1,970 | 8,420 | 3,595 | ||||||||||
Stock-based compensation expense from continuing operations | 3,595 | 2,168 | 9,652 | 3,902 | ||||||||||
Stock-based compensation from discontinued operations | 4,152 | 4,994 | 11,629 | 9,355 | ||||||||||
Total stock-based compensation expense | $ | 7,747 | $ | 7,162 | $ | 21,281 | $ | 13,257 | ||||||
Total stock-based compensation expense capitalized to inventory was $78,000 and $95,000 for the three and six months ended June 30, 2014. Total stock-based compensation expense capitalized to inventory was $28,000 and $170,000 for the three and six months ended June 30, 2013. Inventories were contributed to Theravance Biopharma in connection with the Spin-Off. | ||||||||||||||
As of June 30, 2014, unrecognized compensation expense, net of expected forfeitures, was as follows: $2.2 million related to unvested stock options; $1.8 million related to unvested RSUs; and $19.5 million related to unvested RSAs (excludes performance-contingent RSAs). | ||||||||||||||
Valuation Assumptions | ||||||||||||||
The range of weighted-average assumptions used to estimate the fair value of stock options granted was as follows: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Employee stock options | ||||||||||||||
Risk-free interest rate | 1.6%-2.1 | % | 0.8%-1.3 | % | 1.6%-2.1 | % | 0.8%-1.3 | % | ||||||
Expected term (in years) | 6-May | 6-May | 6-May | 6-May | ||||||||||
Volatility | 52%-60 | % | 59%-60 | % | 52%-60 | % | 58%-60 | % | ||||||
Dividend yield | 0%-0.4 | % | — | % | 0%-0.4 | % | — | % | ||||||
Weighted-average estimated fair value of stock options granted | $ | 15.72 | $ | 17.64 | $ | 17.43 | $ | 15.43 | ||||||
In connection with the Spin-Off of Theravance Biopharma, all outstanding shares of Theravance Biopharma were distributed to our stockholders as a pro-rata dividend distribution on June 2, 2014 by issuing one share of Theravance Biopharma common stock for every 3.5 shares held of Theravance common stock to stockholders of record on May 15, 2014. Outstanding stock options and RSUs that were not eligible for the dividend distribution were adjusted for the Spin-Off of Theravance Biopharma. The number of shares and exercise price for all outstanding stock options were adjusted and the number of shares for all outstanding RSUs was adjusted. All other terms of these grants remain the same; provided, however, that the vesting and expiration of these grants are based on the holder’s continuing employment or service with us or Theravance Biopharma, as applicable. | ||||||||||||||
Although the anti-dilution adjustments were required pursuant to the terms of each stock plan, the anti-dilution adjustments were calculated using a volume-weighted average stock price, rather than the stock price as of the date of the dividend distribution, which resulted in incremental compensation expense. The accounting impact of the adjustment to the outstanding stock options and RSUs that occurred in connection with the Spin-Off of Theravance Biopharma was measured by comparing of the fair values of the modified stock options and RSUs to our employees and directors immediately before and after the adjustment. As a result, we recognized incremental stock-based compensation expense of $1.2 million in the second quarter of 2014, of which $0.9 million is included in discontinued operations. All remaining unrecognized stock-based compensation expense associated with this adjustment will be recognized by Theravance Biopharma as it pertains to stock options and RSUs held by individuals now employed by Theravance Biopharma or one if its affiliates. | ||||||||||||||
Stockholders’ Equity | ||||||||||||||
For the six months ended June 30, 2014, options to purchase 79,000 shares of our common stock were exercised at a weighted-average exercise price of $12.89 per share, for total cash proceeds of approximately $1.0 million. | ||||||||||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
8. Income Taxes | |
As a part of the overall Spin-Off transaction, certain assets that were transferred by us to Theravance Biopharma resulted in taxable transfers pursuant to Section 367 of the Internal Revenue Code of 1986, as amended (the “Code”), or other applicable provisions of the Code and Treasury Regulations. The taxable gain attributable to the transfer of the certain assets to Theravance Biopharma was the excess of the fair market value of each asset transferred over our adjusted tax basis in such asset. The U.S. federal income tax gain on transfer of the assets to Theravance Biopharma was approximately $0.4 billion. This taxable income is expected to be substantially offset by current year losses and our net operating loss carryforwards from prior years resulting in an income tax expense of approximately $0.3 million. | |
As a result of the Spin-Off, we reversed approximately $0.1 billion of our valuation allowance on certain deferred tax assets, primarily federal and state net operating losses, as of June 30, 2014. Our ability to utilize net operating losses is dependent upon the change in control provisions in Section 382 of the Code. We have not prepared a study of the potential limitation under Section 382 since December 31, 2013. While a formal update of the study has not been completed, we believe that we will not have limitations on the use of our net operating losses under Section 382 for the purposes of computing our income tax payable for the year ended December 31, 2014. As a result of our history of prior year losses and lack of available evidence supporting future taxable income, we believe that a valuation allowance on our remaining deferred tax assets as of June 30, 2014 remains appropriate. In addition, we also transferred gross deferred tax assets of approximately $9 million with the corresponding full valuation allowance to Theravance Biopharma, Inc. as a result of the Spin-Off because the underlying tax benefits have been transferred to Theravance Biopharma, Inc. | |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
9. Commitments and Contingencies | |
Lease Guarantee | |
Due to the Spin-Off of Theravance Biopharma, the leases for the facilities in South San Francisco, California, which formerly served as our headquarters, were assigned to Theravance Biopharma. We would be held liable by the landlord if Theravance Biopharma defaults under its lease obligations, and thus, we have in substance guaranteed the payments under the lease agreements for these facilities. As of June 30, 2014, the total lease payments for the duration of the lease, which runs through May 2020, were $35.8 million. We would be responsible for lease related payments including utilities, property taxes, and common area maintenance, which may be as much as the actual lease payments. We recorded a non-current liability of $1.3 million in our condensed consolidated balance sheet as of June 30, 2014 related to the estimated fair value of this lease guarantee. We prepared a discounted, probability-weighted cash flow analysis to calculate the estimated fair value of the lease guarantee as of Spin-Off. We were required to make assumptions regarding the probability of Theravance Biopharma’s default on the lease payments, the likelihood of a sublease being executed, and the times at which these events could occur. The fair value of this lease guarantee was charged to additional paid in capital upon the Spin-Off, and any future adjustments to the carrying value of the obligation will be recorded to the condensed consolidated statement of operations. | |
Special Long-Term Retention and Incentive Cash Awards Program | |
In 2011, we granted special long-term retention and incentive cash bonus awards to certain employees. The awards have dual triggers of vesting based upon the achievement of certain performance conditions over a six-year timeframe from 2011 through December 31, 2016 and continued employment. | |
As of March 31, 2014, we determined that the achievement of the requisite performance conditions for the first tranche of these awards was probable and, as a result, $9.1 million of cash bonus expense was recognized in the first quarter of 2014, the majority of which is included in discontinued operations. In May 2014, the total cash bonus of $9.5 million for the first tranche was paid. | |
In May 2014, the Compensation Committee approved the modification of the remaining tranches related to these awards contingent upon the Spin-Off as the performance conditions associated with these awards were unlikely to be consistent with the new strategies of each company following the separation. The modification acknowledged the Spin-Off and permitted recognition of achievement of the original performance conditions that were met prior to the Spin-Off, triggering service-based vesting for a portion of the cash awards. The remaining tranches of the cash awards were forfeited. The maximum remaining potential cash bonus expense associated with these cash bonus awards after the modification is $11.2 million, the majority of which is expected to be recognized by Theravance Biopharma over a twelve-month service period commencing in June 2014. | |
Notes_Payable
Notes Payable | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes Payable | ' | ||||
Notes Payable | ' | ||||
10. Notes Payable | |||||
Convertible Subordinated Notes Due 2023 | |||||
In January 2013, we completed an underwritten public offering of $287.5 million aggregate principal amount of unsecured convertible subordinated notes, which will mature on January 15, 2023 (the “2023 Notes”). The financing raised proceeds, net of issuance costs, of approximately $281.2 million, less $36.8 million to purchase two privately-negotiated capped call option transactions in connection with the issuance of the notes. The 2023 Notes bear interest at the rate of 2.125% per year, that is payable semi-annually in arrears, in cash on January 15 and July 15 of each year, beginning on July 15, 2013. | |||||
The 2023 Notes are convertible, at the option of the holder, into shares of our common stock at an initial conversion rate of 35.9903 shares per $1,000 principal amount of the 2023 Notes, subject to adjustment in certain circumstances, which represents an initial conversion price of approximately $27.79 per share. Holders of the notes will be able to require us to repurchase some or all of their notes upon the occurrence of a fundamental change at 100% of the principal amount of the notes being repurchased plus accrued and unpaid interest. We may not redeem the notes prior to their stated maturity date. | |||||
In connection with the offering of the 2023 Notes, we entered into two privately-negotiated capped call option transactions with a single counterparty. The capped call option transaction is an integrated instrument consisting of a call option on our common stock purchased by us with a strike price equal to the conversion price of $27.79 per share for the underlying number of shares and a cap price of $38.00 per share. The cap component is economically equivalent to a call option sold by us for the underlying number of shares with a strike price of $38.00 per share. As an integrated instrument, the settlement of the capped call coincides with the due date of the convertible debt. At settlement, we would receive from our hedge counterparty a number of shares of our common shares that would range from zero, if the stock price was below $27.79 per share, to a maximum of 2,779,659 shares, if the stock price is above $38.00 per share. However, if the market price of our common stock, as measured under the terms of the capped call transactions, exceeds $38.00 per share, there is no incremental anti-dilutive benefit from the capped call. The aggregate cost of the capped call options was $36.8 million. | |||||
In accordance with the agreement for the 2023 Notes, the conversion rate was adjusted as a result of the completion of the Spin-Off of Theravance Biopharma. The conversion rate was adjusted based on the conversion rate immediately prior to the record date for the Spin-Off and the average of the stock dividend distributed to our common stockholders and our stock prices. This resulted in an adjusted conversion rate of 46.9087 shares per $1,000 principal amount of the 2023 Notes, which represents an adjusted conversion price of approximately $21.32 per share. As a result of the conversion rate adjustment, the capped call strike price and cap price were also adjusted accordingly as $21.32 and $29.16. | |||||
Private Placement of $450 Million of 9% Non-Recourse Notes | |||||
In April 2014, we entered into certain note purchase agreements relating to the private placement of $450.0 million aggregate principal amount of non-recourse 9% fixed rate term notes due 2029 (the “2029 Notes”) issued by our wholly-owned subsidiary. | |||||
The 2029 Notes are secured by a security interest in a segregated bank account established to receive 40% of royalties due to us under the LABA Collaboration with GSK commencing on April 1, 2014 and ending upon the earlier of full repayment of principal or May 15, 2029. At June 30, 2014, the balance of the segregated bank account was $0.2 million, which is classified as current restricted cash on our condensed consolidated balance sheet as these funds can only be used to make principal and interest payments on the 2029 Notes. | |||||
The 2029 Notes bear an annual interest rate of 9%, with interest and principal paid quarterly beginning November 15, 2014. The 2029 Notes may be redeemed at any time prior to maturity, in whole or in part, at specified redemption premiums. Prior to May 15, 2016, in the event that the specified portion of royalties received in a quarter is less than the interest accrued for the quarter, the principal amount of the 2029 Notes will increase by the interest shortfall amount for that period. Since the principal and interest payments on the 2029 Notes are based on royalties from product sales, which will vary from quarter to quarter, the 2029 Notes may be repaid prior to the final maturity date in 2029. | |||||
From the net proceeds of the offering of approximately $434.7 million, we established a $32.0 million milestone payment reserve account to fund 40% of any future milestone payments that could become payable under the LABA Collaboration with GSK. This milestone reserve account is a segregated bank account and at June 30, 2014, the balance of this account is $14.0 million. The milestone reserve account and collection account is classified as current restricted cash on our condensed consolidated balance sheet. | |||||
As part of this sale, we incurred approximately $15.3 million in transaction costs, which will be amortized to interest expense over the estimated life of the 2029 Notes. | |||||
As of June 30, 2014, the future minimum principal payments under the 2029 Notes (1) were as follows: | |||||
Years Ending December 31: | Amount | ||||
Six months remaining in 2014 | $ | — | |||
2015 | — | ||||
2016 | 10,831 | ||||
2017 | 52,935 | ||||
2018 | 101,779 | ||||
Thereafter | 337,964 | ||||
Total payments | $ | 503,509 | |||
(1) Repayment of the 2029 Notes is based on anticipated future royalties to be received from GSK and the anticipated final payment date in November 2020. | |||||
SpinOff_of_Theravance_Biopharm
Spin-Off of Theravance Biopharma, Inc. | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Spin-Off of Theravance Biopharma, Inc. | ' | ||||
Spin-Off of Theravance Biopharma, Inc. | ' | ||||
11. Spin-Off of Theravance Biopharma, Inc. | |||||
On June 1, 2014, we separated our late-stage partnered respiratory assets from our biopharmaceutical research and drug development operations. We contributed the assets and certain liabilities from the research and drug development operations and $393.0 million of cash, cash equivalents and marketable securities to Theravance Biopharma. All outstanding shares of Theravance Biopharma were then distributed to our stockholders of record on May 15, 2014 as a pro-rata dividend distribution of one ordinary share of Theravance Biopharma for every 3.5 shares held of our common stock. | |||||
On June 1, 2014, we entered into a Separation and Distribution Agreement with Theravance Biopharma that set forth the terms and conditions of the separation of Theravance Biopharma from us. The Separation and Distribution Agreement sets forth a framework for the relationship between us and Theravance Biopharma following the separation regarding principal transactions necessary to separate Theravance Biopharma from us. This agreement also sets forth other provisions that govern certain aspects of our relationship with Theravance Biopharma after the completion of the separation from us and provides for the allocation of assets, liabilities and obligations between Theravance Biopharma and us in connection with the Spin-Off. | |||||
In addition, we entered into other definitive agreements in connection with the Spin-Off, including (1) a Transition Services Agreement pursuant to which Theravance Biopharma and we will provide each other with a variety of administrative services, including financial, tax, accounting, information technology, legal and human resources services, for a period of time of up to 12 months following the Spin-Off, (2) a Tax Matters Agreement that generally governs the parties’ respective rights, responsibilities and obligations after the separation with respect to taxes, (3) a Sublease Agreement that provides for the sublease from Theravance Biopharma to us for certain office space to be utilized in our operations and (4) an Employee Matters Agreement that allocates liabilities and responsibilities relating to employee compensation, benefit plans, programs and other related matters in connection with the separation, including the treatment of outstanding incentive awards and certain retirement and welfare benefit obligations. These arrangements contain the provisions related to the Spin-Off of Theravance Biopharma and the distribution of Theravance Biopharma’s ordinary shares to our stockholders. | |||||
The total amount of the Theravance Biopharma share dividend of $402.9 million was based on the net book value of the net assets that were contributed to Theravance Biopharma in connection with the Spin-Off, as follows: | |||||
June 30, | |||||
(In thousands) | 2014 | ||||
Cash and cash equivalents | $ | 277,541 | |||
Marketable investment securities | 115,129 | ||||
Accounts receivable | 125 | ||||
Reimbursement of certain liabilities | 16,983 | ||||
Prepaid and other current assets | 3,172 | ||||
Inventories | 14,328 | ||||
Fixed assets, net | 9,580 | ||||
Accrued liabilities | (22,342 | ) | |||
Deferred revenue | (6,694 | ) | |||
Other liabilities | (4,944 | ) | |||
Net book value of assets contributed | $ | 402,878 | |||
Theravance Biopharma’s historical results of operations have been presented as discontinued operations in our condensed consolidated statement of operations for the three and six months ended June 30, 2014 and 2013. See Note 12, “Discontinued Operations,” for further information. | |||||
Discontinued_Operations
Discontinued Operations | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Discontinued Operations | ' | |||||||||||||
Discontinued Operations | ' | |||||||||||||
12. Discontinued Operations | ||||||||||||||
On June 1, 2014, we separated our research and drug development businesses from our late-stage partnered respiratory assets. For further information on the Spin-Off, refer to Notes 1 and 11, “Description of Operations and Summary of Significant Accounting Policies” and “Spin-Off of Theravance Biopharma, Inc.”. The significant components of the research and drug development operations, which are presented as discontinued operations on the condensed consolidated statements of operations, were as follows: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Net revenues (1) | $ | 2,184 | $ | 5 | $ | 3,129 | $ | 27 | ||||||
Loss from discontinued operations (2) | $ | (43,413 | ) | $ | (34,888 | ) | $ | (94,934 | ) | $ | (61,502 | ) | ||
-1 | Net revenues primarily consist of revenue from collaborative arrangements and product sales. Revenue from collaborative arrangements was recognized from our agreement with R-Pharm CJSC, which was transferred to Theravance Biopharma as a part of the Spin-Off. Products sales were generated from sales of VIBATIV® in the U.S. through a limited number of distributors, and title and risk of loss transfer upon receipt by these distributors. Healthcare providers ordered VIBATIV® through these distributors. Commencing in the first quarter of 2014, revenue on the sale of VIBATIV® was recorded on a sell-through basis, once the distributors sold the product to healthcare providers. Product sales were recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. | |||||||||||||
-2 | Loss from discontinued operations before income taxes includes the reimbursement of research and development costs from our former collaborative arrangements, excluding GSK, which we accounted for as reductions to research and development expense. Reimbursement of research and development costs from discontinued operations from our collaborative arrangements was $22,000 and $2.1 million for the three months ended June 30, 2014 and 2013, and $0.1 million and $3.9 million for the six months ended June 30, 2014 and 2013. | |||||||||||||
In addition, the loss from discontinued operations before income taxes for the six months ended June 30, 2014 includes the special long-term retention and incentive cash awards program. In 2011, we granted special long-term retention and incentive cash bonus awards to certain employees. The awards have dual triggers of vesting based upon the achievement of certain performance conditions over a six-year timeframe from 2011 through December 31, 2016 and continued employment. | ||||||||||||||
As of March 31, 2014, we determined that the achievement of the requisite performance conditions for the first tranche of these awards was probable and, as a result, $9.1 million of cash bonus expense was recognized in the first quarter of 2014, the majority of which is included in discontinued operations. In May 2014, the total cash bonus of $9.5 million for the first tranche was paid. | ||||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
13. Subsequent Events | |
Declaration of Cash Dividends | |
On July 25, 2014, Theravance’s Board of Directors declared a $0.25 per share dividend for the third quarter of 2014. The dividend will be paid on September 18, 2014 to all stockholders of record as of the close of business on August 28, 2014. The dividend was publicly announced by Theravance on August 6, 2014. | |
Conversion of 2023 Notes | |
On July 15, 2014, certain holders of the 2023 Notes converted their notes into 1,519,367 shares of our common stock at the conversion price of $21.32 per share. In connection with the partial conversion of the 2023 Notes, we will receive 149,645 shares of our common stock from our hedge counterparty. | |
Description_of_Operations_and_1
Description of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Description of Operations and Summary of Significant Accounting Policies | ' | |||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of our financial position, results of operations, comprehensive loss and cash flows. The interim results are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2014 or any other period. | ||||||||
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (“SEC”) on March 3, 2014. | ||||||||
Business Separation | ' | |||||||
Business Separation | ||||||||
On June 1, 2014, we separated our late-stage partnered respiratory assets from our biopharmaceutical research and drug development operations (“Spin-Off”) by transferring our research and drug development operations into a wholly-owned subsidiary. We contributed $393.0 million of cash, cash equivalents and marketable securities to Theravance Biopharma, Inc. (“Theravance Biopharma”) and all outstanding shares of Theravance Biopharma were then distributed to our stockholders as a pro-rata dividend distribution on June 2, 2014 by issuing one ordinary share of Theravance Biopharma for every 3.5 shares held of Theravance common stock to stockholders of record on May 15, 2014. The separation resulted in Theravance Biopharma operating as an independent, publicly traded company. | ||||||||
The results of operations for our former research and drug development operations conducted by us and by Theravance Biopharma until June 1, 2014 are included as part of this report as discontinued operations. Refer to Notes 11 and 12, “Spin-Off of Theravance Biopharma, Inc.,”and “Discontinued Operations” for further information. | ||||||||
Pursuant to a three-way master agreement entered into by and among us, Theravance Biopharma and GSK in connection with the Spin-Off, we agreed to sell that number of Theravance Biopharma shares withheld from a taxable dividend of Theravance Biopharma shares to GSK. After such Theravance Biopharma shares were sent to the transfer agent, we agreed to purchase the Theravance Biopharma shares from the transfer agent, rather than have them sold on the open market, in order to satisfy tax withholdings. GSK had an option to purchase these shares of Theravance Biopharma from us, but this option expired unexercised. Accordingly, at June 30, 2014, we owned 436,802 ordinary shares of Theravance Biopharma, which are accounted for as available-for-sale securities in the condensed consolidated balance sheets. These equity securities are discussed further in Note 4, “Available-for-Sale Securities”. | ||||||||
Inventories | ' | |||||||
Inventories | ||||||||
All inventories were related to our former research and drug development operations and, thus, were contributed to Theravance Biopharma in connection with the Spin-Off. Accordingly, we have no inventories as of June 30, 2014. | ||||||||
Prior to the Spin-Off of Theravance Biopharma, our inventories consisted of raw materials, work-in-process and finished goods related to the production of VIBATIV® (telavancin). Raw materials include VIBATIV® active pharmaceutical ingredient (API) and other raw materials. Work-in-process and finished goods included third party manufacturing costs and labor and indirect costs incurred in the production process. Included in inventories were raw materials and work-in-process that may be used as clinical products, which were charged to research and development expense when consumed. In addition, under certain commercialization agreements, we could sell VIBATIV® packaged in unlabeled vials that are recorded in work-in-process. Inventories were stated at the lower of cost or market value. We determined the cost of inventory using the average-cost method for validation batches. We analyzed our inventory levels quarterly and wrote down any inventory that was expected to become obsolete, that had a cost basis in excess of its expected net realizable value or for inventory quantities in excess of expected requirements. | ||||||||
Inventories were as follows: | ||||||||
June 30, | December 31, | |||||||
(In thousands) | 2014 | 2013 | ||||||
Raw materials | $ | — | $ | 5,138 | ||||
Work-in-process | — | 360 | ||||||
Finished goods | — | 4,908 | ||||||
Total inventories | $ | — | $ | 10,406 | ||||
Collaborative Arrangements and Multiple-Element Arrangements | ' | |||||||
Collaborative Arrangements and Multiple-Element Arrangements | ||||||||
Revenue from nonrefundable, up-front license or technology access payments under license and collaborative arrangements that are not dependent on any future performance by us is recognized when such amounts are earned. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation. | ||||||||
We account for multiple element arrangements, such as license and development agreements in which a customer may purchase several deliverables, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-25, “Multiple Element Arrangements.” For new or materially amended multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, we determine the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price, if it exists, or third-party evidence (“TPE”) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, we use the best estimated selling price for that deliverable. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. | ||||||||
For multiple-element arrangements entered into prior to January 1, 2011, we determined the delivered items under our collaborative arrangements did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, we recognized revenue from non-refundable, upfront fees and development contingent payments in the same manner as the final deliverable, which is ratably over the expected term of our performance of research and development services under the agreements. These upfront or contingent payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets and recognized over the estimated period of performance. We periodically review the estimated performance periods of our contracts based on the progress of our programs. | ||||||||
Where a portion of non-refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue or as an accrued liability and recognized as a reduction of research and development expenses ratably over the term of our estimated performance period under the agreement. We determine the estimated performance periods, and they are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period and, therefore revenue recognized, would occur on a prospective basis in the period that the change was made. | ||||||||
Under certain collaborative arrangements, we have been reimbursed for a portion of our research and development expenses. These reimbursements have been reflected as a reduction of research and development expense in our consolidated statements of operations, as we do not consider performing research and development services to be a part of our ongoing and central operations. Therefore, the reimbursement of research and developmental services and any amounts allocated to our research and development services are recorded as a reduction of research and development expense. | ||||||||
Amounts deferred under a collaborative arrangement in which the performance obligations are terminated will result in an immediate recognition of any remaining deferred revenue and accrued liability in the period that termination occurred, provided that there are no remaining performance obligations. | ||||||||
We account for contingent payments in accordance with FASB Subtopic ASC 605-28 “Revenue Recognition—Milestone Method.” We recognize revenue from milestone payments when (i) the milestone event is substantive and its achievability was not reasonably assured at the inception of the agreement and (ii) we do not have ongoing performance obligations related to the achievement of the milestone. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment (a) is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from our performance to achieve the milestone, (b) relates solely to past performance, and (c) is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. | ||||||||
Under our collaborative arrangements with GSK, and in accordance with FASB Subtopic ASC 808-10, “Collaborative Arrangements,” royalty revenue earned is reduced by amortization expense resulting from the fees paid to GSK, which were capitalized as finite-lived intangible assets. When amortization expense exceeds amounts recognized for royalty revenues from GSK, negative revenue would be reported in our consolidated statements of operations. | ||||||||
Royalties | ' | |||||||
Royalties | ||||||||
We recognize royalty revenue on licensee net sales of products with respect to which we have contractual royalty rights in the period in which the royalties are earned and reported to us and collectability is reasonably assured. Royalties are recognized net of amortization of intangible assets associated with any approval and launch milestone payments made to GSK. | ||||||||
Product Revenues | ' | |||||||
Product Revenues | ||||||||
We currently have no product revenues following the spin-off of Theravance Biopharma. | ||||||||
Prior to the Spin-Off of Theravance Biopharma, we sold VIBATIV® in the U.S. through a limited number of distributors, and title and risk of loss transferred upon receipt of the product by these distributors. Healthcare providers ordered VIBATIV® through these distributors. Commencing in the first quarter of 2014, revenue on the sale of VIBATIV® was recorded on a sell-through basis, once the distributors sold the product to healthcare providers. As VIBATIV® is a product that is sold by Theravance Biopharma, the revenue from product sales are included within discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2014. There was no revenue from product sales for any period in 2013. | ||||||||
Product sales were recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. We reflected such reductions in revenue either as an allowance to the related account receivable from the distributor, or as an accrued liability, depending on the nature of the sales deduction. Sales deductions were based on management’s estimates that considered payer mix in target markets, industry benchmarks and experience to date. We monitored inventory levels in the distribution channel, as well as sales of VIBATIV® by distributors to healthcare providers, using product-specific data provided by the distributors. Product return allowances were based on amounts owed or to be claimed on related sales. These estimates took into consideration the terms of our agreements with customers, historical product returns of VIBATIV® experienced by our former collaborative partner, Astellas Pharma, Inc. (“Astellas”), rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product, and specific known market events, such as competitive pricing and new product introductions. | ||||||||
Sales Discounts: We offered cash discounts to our customers, generally 2% of the sales price, as an incentive for prompt payment. We expected our customers to comply with the prompt payment terms to earn the cash discount. We accounted for cash discounts by reducing accounts receivable by the full amount and recognizing the discount as a reduction of revenue in the same period the related revenue is recognized. | ||||||||
Chargebacks and Government Rebates: For VIBATIV® sales in the U.S., we estimated reductions to product sales for qualifying federal and state government programs including discounted pricing offered to Public Health Service (PHS) as well as government-managed Medicaid programs. Our reduction for PHS was based on actual chargebacks that distributors have claimed for reduced pricing offered to such health care providers. Our accrual for Medicaid was based upon statutorily-defined discounts, estimated payer mix, expected sales to qualified healthcare providers, and our expectation about future utilization. The Medicaid accrual and government rebates that were invoiced directly to us were recorded in other accrued liabilities on the consolidated balance sheet. For qualified programs that purchased our products through distributors at a lower contractual government price, the distributors charged back to us the difference between their acquisition cost and the lower contractual government price, which we recorded as an allowance against accounts receivable. | ||||||||
Distribution Fees and Product Returns: We had written contracts with our distributors that include terms for distribution-related fees. We recorded distribution-related fees based on a percentage of the product sales price. We offered our distributors a right to return product purchased directly from us, which was principally based upon the product’s expiration date. Additionally, we had granted more expansive return rights to our distributors following our product launch of VIBATIV®. Our policy was to accept returns for expired product during the six months prior to and twelve months after the product expiration date on product that had been sold to our distributors. We developed estimates for VIBATIV® product returns based upon historical VIBATIV® sales from our former collaborative partner, Astellas. We recorded distribution fees and product returns as an allowance against accounts receivable. | ||||||||
Allowance for Doubtful Accounts: We maintained a policy to record allowances for potentially doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. As of June 30, 2014 and December 31, 2013, there were no allowances for doubtful accounts as we have not had any write-offs historically. | ||||||||
Variable Interest Entities | ' | |||||||
Variable Interest Entities | ||||||||
We analyze any potential variable interest or special-purpose entities in accordance with the guidance of FASB Subtopic ASC 810-10, Consolidation of Variable Interest and Special-Purpose Entities. The party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity that is determined to be a variable interest entity (VIE). We have determined TRC to be a VIE. We have the power to direct the economically significant activities of TRC and the obligation to absorb losses of, or the right to receive benefits from TRC. Therefore, we consolidate the financial results of TRC. The financial position and results of operations of TRC are not material as of and for the three and six months ended June 30, 2014. | ||||||||
Intangible Assets | ' | |||||||
Intangible Assets | ||||||||
We capitalize fees paid to licensors related to agreements for approved products or commercialized products. We capitalize these fees as finite-lived intangible assets and amortize these intangible assets on a straight-line basis over their estimated useful lives upon the commercial launch of the product, which is expected to be shortly after regulatory approval of such product. The estimated useful lives of these intangible assets are based on a country-by-country and product-by-product basis, as the later of the expiration or termination of the last patent right covering the compound in such product in such country and 15 years from first commercial sale of such product in such country, unless the agreement is terminated earlier. Consistent with our policy for classification of costs under the research and development collaborative arrangements, the amortization of these intangible assets will be recognized as a reduction of royalty revenue. We review our intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of finite-lived intangible assets is measured by comparing the asset’s carrying amount to the expected undiscounted future cash flows that the asset is expected to generate. The determination of recoverability typically requires various estimates and assumptions, including estimating the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. We derive the required cash flow estimates from near-term forecasted product sales and long-term projected sales in the corresponding market. | ||||||||
Recently Issued Accounting Pronouncements Not Yet Adopted | ' | |||||||
Recently Issued Accounting Pronouncements Not Yet Adopted | ||||||||
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2014. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements. | ||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which converges the FASB and the International Accounting Standards Board standards on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This guidance is effective for the fiscal years and interim reporting periods beginning after December 15, 2016, at which time we may adopt the new standard under the full retrospective method or the modified retrospective method. Early adoption is not permitted. We are currently evaluating the impact of adopting ASU 2014-09 on our consolidated financial statements and related disclosures. | ||||||||
Description_of_Operations_and_2
Description of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Description of Operations and Summary of Significant Accounting Policies | ' | |||||||
Schedule of Inventories | ' | |||||||
June 30, | December 31, | |||||||
(In thousands) | 2014 | 2013 | ||||||
Raw materials | $ | — | $ | 5,138 | ||||
Work-in-process | — | 360 | ||||||
Finished goods | — | 4,908 | ||||||
Total inventories | $ | — | $ | 10,406 | ||||
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Net Loss per Share | ' | |||||||||||||
Computations for basic and diluted net loss per share | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands, except for per share amounts) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Numerator: | ||||||||||||||
Loss from continuing operations, net of tax | $ | (20,151 | ) | $ | (1,541 | ) | $ | (36,333 | ) | $ | (12,287 | ) | ||
Loss from discontinued operations | (43,413 | ) | (34,888 | ) | (94,934 | ) | (61,502 | ) | ||||||
Net loss | $ | (63,564 | ) | $ | (36,429 | ) | $ | (131,267 | ) | $ | (73,789 | ) | ||
Denominator: | ||||||||||||||
Weighted-average number of shares outstanding | 113,163 | 100,316 | 112,608 | 99,677 | ||||||||||
Less: unvested RSAs | (2,189 | ) | (2,713 | ) | (2,189 | ) | (2,713 | ) | ||||||
Weighted-average number of shares used to compute basic and diluted net loss per share | 110,974 | 97,603 | 110,419 | 96,964 | ||||||||||
Basic and diluted net loss per share: | ||||||||||||||
Continuing operations, net of tax | $ | (0.18 | ) | $ | (0.02 | ) | $ | (0.33 | ) | $ | (0.13 | ) | ||
Discontinued operations | (0.39 | ) | (0.35 | ) | (0.86 | ) | (0.63 | ) | ||||||
Basic and diluted net loss per share | $ | (0.57 | ) | $ | (0.37 | ) | $ | (1.19 | ) | $ | (0.76 | ) | ||
Schedule of anti-dilutive securities | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Shares issuable under equity incentive plans and ESPP | 6,136 | 3,848 | 5,942 | 4,519 | ||||||||||
Shares issuable upon the conversion of convertible subordinated notes | 17,869 | 17,015 | 17,869 | 15,643 | ||||||||||
Total anti-dilutive securities | 24,005 | 20,863 | 23,811 | 20,162 | ||||||||||
Collaborative_Arrangements_Tab
Collaborative Arrangements (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Collaborative Arrangements | ' | |||||||||||||
Schedule of net revenue recognized under our GSK Agreements | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Royalty revenue | $ | 3,261 | $ | — | $ | 3,991 | $ | — | ||||||
Amortization of intangible assets | (2,598 | ) | — | (4,378 | ) | — | ||||||||
Net royalty revenue | 663 | — | (387 | ) | — | |||||||||
LABA collaboration | — | 907 | — | 1,814 | ||||||||||
Strategic alliance—MABA program license | 271 | 415 | 541 | 830 | ||||||||||
Total revenue | $ | 934 | $ | 1,322 | $ | 154 | $ | 2,644 | ||||||
AvailableforSale_Securities_Ta
Available-for-Sale Securities (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Available-for-Sale Securities | ' | |||||||||||||
Schedule of available-for-sale securities | ' | |||||||||||||
(In thousands) | June 30, 2014 | December 31, 2013 | ||||||||||||
Cash and cash equivalents | $ | 184,994 | $ | 125,009 | ||||||||||
Short-term investments | 126,424 | 321,615 | ||||||||||||
Marketable securities | 34,349 | 55,374 | ||||||||||||
Restricted cash | 833 | 833 | ||||||||||||
Total | $ | 346,600 | $ | 502,831 | ||||||||||
Schedule of amortized cost and estimated fair values for available-for-sale securities | ' | |||||||||||||
June 30, 2014 | ||||||||||||||
(In thousands) | Amortized | Gross | Gross | Estimated | ||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gains | Losses | |||||||||||||
U.S. government securities | $ | 23,509 | $ | 44 | $ | — | $ | 23,553 | ||||||
U.S. government agencies | 54,712 | 15 | (5 | ) | 54,722 | |||||||||
U.S. corporate notes | 33,632 | 7 | (11 | ) | 33,628 | |||||||||
U.S. commercial paper | 34,942 | — | — | 34,942 | ||||||||||
Equity securities | 10,269 | 3,656 | — | 13,925 | ||||||||||
Money market funds | 185,830 | — | — | 185,830 | ||||||||||
Total | $ | 342,894 | $ | 3,722 | $ | (16 | ) | $ | 346,600 | |||||
December 31, 2013 | ||||||||||||||
(In thousands) | Amortized | Gross | Gross | Estimated | ||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gains | Losses | |||||||||||||
U.S. government securities | $ | 42,104 | $ | 55 | $ | (1 | ) | $ | 42,158 | |||||
U.S. government agencies | 141,278 | 61 | (8 | ) | 141,331 | |||||||||
U.S. corporate notes | 94,923 | 54 | — | 94,977 | ||||||||||
U.S. commercial paper | 102,021 | 2 | (1 | ) | 102,022 | |||||||||
Money market funds | 122,343 | — | — | 122,343 | ||||||||||
Total | $ | 502,669 | $ | 172 | $ | (10 | ) | $ | 502,831 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of estimated fair values | ' | |||||||||||||
Estimated Fair Value Measurements at Reporting Date Using: | ||||||||||||||
Types of Instruments | Quoted Prices | Significant | Significant | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | |||||||||||||
Assets | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets at June 30, 2014: | ||||||||||||||
U.S. government securities | $ | 23,553 | $ | — | $ | — | $ | 23,553 | ||||||
U.S. government agency securities | — | 54,722 | — | 54,722 | ||||||||||
U.S. corporate notes | — | 33,628 | — | 33,628 | ||||||||||
U.S. commercial paper | — | 34,942 | — | 34,942 | ||||||||||
Equity securities | 13,925 | — | — | 13,925 | ||||||||||
Money market funds | 185,830 | — | — | 185,830 | ||||||||||
Total assets measured at estimated fair value | $ | 223,308 | $ | 123,292 | $ | — | $ | 346,600 | ||||||
Liabilities at June 30, 2014: | ||||||||||||||
Convertible subordinated notes due 2023 | $ | — | $ | 417,148 | $ | — | $ | 417,148 | ||||||
Non-recourse notes due 2029 | — | 454,500 | — | 454,500 | ||||||||||
Total fair value of liabilities | $ | — | $ | 871,648 | $ | — | $ | 871,648 | ||||||
Estimated Fair Value Measurements at Reporting Date Using | ||||||||||||||
Types of Instruments | Quoted Prices | Significant | Significant | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | |||||||||||||
Assets | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets at December 31, 2013: | ||||||||||||||
U.S. government securities | $ | 42,158 | $ | — | $ | — | $ | 42,158 | ||||||
U.S. government agency securities | 98,236 | 43,095 | — | 141,331 | ||||||||||
U.S. corporate notes | 61,591 | 33,386 | — | 94,977 | ||||||||||
U.S. commercial paper | 3,499 | 98,523 | — | 102,022 | ||||||||||
Money market funds | 122,343 | — | — | 122,343 | ||||||||||
Total assets measured at estimated fair value | $ | 327,827 | $ | 175,004 | $ | — | $ | 502,831 | ||||||
Liabilities at December 31, 2013: | ||||||||||||||
Convertible subordinated notes due 2023 | $ | — | $ | 408,250 | $ | — | $ | 408,250 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Intangible Assets | ' | ||||||||||||
Schedule of intangible assets | ' | ||||||||||||
June 30, 2014 | |||||||||||||
(In thousands) | Weighted | Gross | Accumulated | Net Carrying | |||||||||
Average | Carrying | Amortization | Value | ||||||||||
Remaining | Value | ||||||||||||
Amortization | |||||||||||||
Period | |||||||||||||
(Years) | |||||||||||||
FDA approval and launch of BREO® ELLIPTA® in the U.S. | 15.2 | $ | 60,000 | $ | (2,526 | ) | $ | 57,474 | |||||
MHLW approval and launch of RELVAR® ELLIPTA® in Japan | 14.4 | 20,000 | (778 | ) | 19,222 | ||||||||
European Commission approval and launch of RELVAR® ELLIPTA® | 14.5 | 30,000 | (1,000 | ) | 29,000 | ||||||||
FDA approval and launch of ANORO® ELLIPTA® in the U.S. | 15.2 | 60,000 | (652 | ) | 59,348 | ||||||||
European Commission approval and launch of ANORO® ELLIPTA® | 15.2 | 30,000 | (164 | ) | 29,836 | ||||||||
Total intangible assets | $ | 200,000 | $ | (5,120 | ) | $ | 194,880 | ||||||
December 31, 2013 | |||||||||||||
(In thousands) | Weighted | Gross | Accumulated | Net Carrying | |||||||||
Average | Carrying | Amortization | Value | ||||||||||
Remaining | Value | ||||||||||||
Amortization | |||||||||||||
Period | |||||||||||||
(Years) | |||||||||||||
FDA approval and launch of BREO® ELLIPTA® in the U.S. | 15.7 | $ | 60,000 | $ | (632 | ) | $ | 59,368 | |||||
MHLW approval and launch of RELVAR® ELLIPTA® in Japan | 14.9 | 20,000 | (111 | ) | 19,889 | ||||||||
European Commission approval of RELVAR® ELLIPTA® | 15 | 15,000 | — | 15,000 | |||||||||
FDA approval of ANORO® ELLIPTA® in the U.S. | 15.3 | 30,000 | — | 30,000 | |||||||||
Total intangible assets | $ | 125,000 | $ | (743 | ) | $ | 124,257 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Schedule of allocation of stock-based compensation expense included in the consolidated statements of operations | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Research and development | $ | 514 | $ | 198 | $ | 1,232 | $ | 307 | ||||||
General and administrative | 3,081 | 1,970 | 8,420 | 3,595 | ||||||||||
Stock-based compensation expense from continuing operations | 3,595 | 2,168 | 9,652 | 3,902 | ||||||||||
Stock-based compensation from discontinued operations | 4,152 | 4,994 | 11,629 | 9,355 | ||||||||||
Total stock-based compensation expense | $ | 7,747 | $ | 7,162 | $ | 21,281 | $ | 13,257 | ||||||
Schedule of weighted-average assumptions used to estimate the fair value of stock options granted | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Employee stock options | ||||||||||||||
Risk-free interest rate | 1.6%-2.1 | % | 0.8%-1.3 | % | 1.6%-2.1 | % | 0.8%-1.3 | % | ||||||
Expected term (in years) | 6-May | 6-May | 6-May | 6-May | ||||||||||
Volatility | 52%-60 | % | 59%-60 | % | 52%-60 | % | 58%-60 | % | ||||||
Dividend yield | 0%-0.4 | % | — | % | 0%-0.4 | % | — | % | ||||||
Weighted-average estimated fair value of stock options granted | $ | 15.72 | $ | 17.64 | $ | 17.43 | $ | 15.43 | ||||||
Notes_Payable_Tables
Notes Payable (Tables) (2029 Notes) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
2029 Notes | ' | ||||
Debt disclosures | ' | ||||
Schedule of future minimum principal payments | ' | ||||
Years Ending December 31: | Amount | ||||
Six months remaining in 2014 | $ | — | |||
2015 | — | ||||
2016 | 10,831 | ||||
2017 | 52,935 | ||||
2018 | 101,779 | ||||
Thereafter | 337,964 | ||||
Total payments | $ | 503,509 | |||
(1) Repayment of the 2029 Notes is based on anticipated future royalties to be received from GSK and the anticipated final payment date in November 2020. | |||||
SpinOff_of_Theravance_Biopharm1
Spin-Off of Theravance Biopharma, Inc. (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Spin-Off of Theravance Biopharma, Inc. | ' | ||||
Schedule of net book value of assets that were contributed in connection with the Spin-Off | ' | ||||
June 30, | |||||
(In thousands) | 2014 | ||||
Cash and cash equivalents | $ | 277,541 | |||
Marketable investment securities | 115,129 | ||||
Accounts receivable | 125 | ||||
Reimbursement of certain liabilities | 16,983 | ||||
Prepaid and other current assets | 3,172 | ||||
Inventories | 14,328 | ||||
Fixed assets, net | 9,580 | ||||
Accrued liabilities | (22,342 | ) | |||
Deferred revenue | (6,694 | ) | |||
Other liabilities | (4,944 | ) | |||
Net book value of assets contributed | $ | 402,878 | |||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Discontinued Operations | ' | |||||||||||||
Schedule of discontinued operations presented on condensed consolidated statements of operations | ' | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||
Net revenues (1) | $ | 2,184 | $ | 5 | $ | 3,129 | $ | 27 | ||||||
Loss from discontinued operations (2) | $ | (43,413 | ) | $ | (34,888 | ) | $ | (94,934 | ) | $ | (61,502 | ) | ||
-1 | Net revenues primarily consist of revenue from collaborative arrangements and product sales. Revenue from collaborative arrangements was recognized from our agreement with R-Pharm CJSC, which was transferred to Theravance Biopharma as a part of the Spin-Off. Products sales were generated from sales of VIBATIV® in the U.S. through a limited number of distributors, and title and risk of loss transfer upon receipt by these distributors. Healthcare providers ordered VIBATIV® through these distributors. Commencing in the first quarter of 2014, revenue on the sale of VIBATIV® was recorded on a sell-through basis, once the distributors sold the product to healthcare providers. Product sales were recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. | |||||||||||||
-2 | Loss from discontinued operations before income taxes includes the reimbursement of research and development costs from our former collaborative arrangements, excluding GSK, which we accounted for as reductions to research and development expense. Reimbursement of research and development costs from discontinued operations from our collaborative arrangements was $22,000 and $2.1 million for the three months ended June 30, 2014 and 2013, and $0.1 million and $3.9 million for the six months ended June 30, 2014 and 2013. | |||||||||||||
In addition, the loss from discontinued operations before income taxes for the six months ended June 30, 2014 includes the special long-term retention and incentive cash awards program. In 2011, we granted special long-term retention and incentive cash bonus awards to certain employees. The awards have dual triggers of vesting based upon the achievement of certain performance conditions over a six-year timeframe from 2011 through December 31, 2016 and continued employment. | ||||||||||||||
As of March 31, 2014, we determined that the achievement of the requisite performance conditions for the first tranche of these awards was probable and, as a result, $9.1 million of cash bonus expense was recognized in the first quarter of 2014, the majority of which is included in discontinued operations. In May 2014, the total cash bonus of $9.5 million for the first tranche was paid. | ||||||||||||||
Description_of_Operations_and_3
Description of Operations and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||||
Jun. 02, 2014 | Jun. 01, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Theravance Biopharma | GSK | |||||
Common stock | LABA collaboration and Strategic Alliance agreements | |||||
Description of operations | ' | ' | ' | ' | ' | ' |
Percentage of economic interest in any future payments made under the agreements | ' | ' | ' | ' | ' | 15.00% |
Business Separation | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and marketable securities contributed to Theravance Biopharma | ' | $393,000,000 | ' | ' | ' | ' |
Number of ordinary shares of Theravance Biopharma issued for every share of Theravance | 0.286 | ' | ' | ' | ' | ' |
Number of ordinary shares owned as available-for-sale securities | ' | ' | ' | ' | 436,802 | ' |
Inventories | ' | ' | ' | ' | ' | ' |
Raw materials | ' | ' | 0 | 5,138,000 | ' | ' |
Work-in-process | ' | ' | 0 | 360,000 | ' | ' |
Finished goods | ' | ' | 0 | 4,908,000 | ' | ' |
Total inventories | ' | ' | $0 | $10,406,000 | ' | ' |
Description_of_Operations_and_4
Description of Operations and Summary of Significant Accounting Policies (Details 2) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts | ' | ' |
Allowance for doubtful accounts | $0 | $0 |
Intangible Assets | ' | ' |
Estimated useful life | '15 years | ' |
VIBATIV | ' | ' |
Product Revenues | ' | ' |
Revenue from product sales | $0 | $0 |
Cash discounts (as a percent) | 2.00% | ' |
Expired product return acceptance period prior to product expiration date | '6 months | ' |
Expired product return acceptance period after product expiration date | '12 months | ' |
Net_Loss_per_Share_Details
Net Loss per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Loss from continuing operations, net of tax | ($20,151) | ($1,541) | ($36,333) | ($12,287) |
Loss from discontinued operations | -43,413 | -34,888 | -94,934 | -61,502 |
Net loss | ($63,564) | ($36,429) | ($131,267) | ($73,789) |
Denominator: | ' | ' | ' | ' |
Weighted-average number of shares outstanding | 113,163 | 100,316 | 112,608 | 99,677 |
Less: unvested RSAs (in shares) | -2,189 | -2,713 | -2,189 | -2,713 |
Weighted-average number of shares used to compute basic and diluted net loss per share | 110,974 | 97,603 | 110,419 | 96,964 |
Basic and diluted net loss per share (in dollars per share) | ' | ' | ' | ' |
Continuing operations, net of tax (in dollars per share) | ($0.18) | ($0.02) | ($0.33) | ($0.13) |
Discontinued operations (in dollars per share) | ($0.39) | ($0.35) | ($0.86) | ($0.63) |
Basic and diluted net loss per share (in dollars per share) | ($0.57) | ($0.37) | ($1.19) | ($0.76) |
Securities that could potentially dilute basic EPS in the future | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | 24,005 | 20,863 | 23,811 | 20,162 |
Equity incentive plans and ESPP | ' | ' | ' | ' |
Securities that could potentially dilute basic EPS in the future | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | 6,136 | 3,848 | 5,942 | 4,519 |
Convertible subordinated notes | ' | ' | ' | ' |
Securities that could potentially dilute basic EPS in the future | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | 17,869 | 17,015 | 17,869 | 15,643 |
Collaborative_Arrangements_Det
Collaborative Arrangements (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |||||
Common Stock | GSK | GSK | GSK | GSK | GSK | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | Long-acting beta agonist (LABA) collaboration | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | 2004 Strategic alliance | Governance agreement | |||||||||
Theravance Biopharma | MABA | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | |||||||||||||
Item | Subsequent event | Minimum | Maximum | MABA | MABA | MABA | MABA | MABA | MABA containing '081 | MABA containing '081 - single-agent | MABA containing '081 - single-agent | MABA containing '081 - single-agent | MABA containing '081 - combination product | MABA containing additional MABA | MABA containing additional MABA - single-agent | MABA containing additional MABA - single-agent | MABA containing additional MABA - single-agent | Common Stock | ||||||||||||||||||
Item | Item | Maximum | Minimum | Maximum | Maximum | Minimum | Maximum | |||||||||||||||||||||||||||||
Information related to collaborative arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Royalty revenue | ' | ' | ' | ' | ' | $3,261,000 | $0 | $3,991,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Amortization of intangible assets | -2,598,000 | 0 | -4,378,000 | 0 | ' | -2,598,000 | 0 | -4,378,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net royalty revenue | 663,000 | [1] | 0 | [1] | -387,000 | [1] | 0 | [1] | ' | 663,000 | 0 | -387,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | 271,000 | 1,322,000 | 541,000 | 2,644,000 | ' | 934,000 | 1,322,000 | 154,000 | 2,644,000 | ' | 0 | 907,000 | 0 | 1,814,000 | ' | ' | ' | ' | 271,000 | 415,000 | 541,000 | 830,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Obligation for milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000,000 | ' | 220,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of combination products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Milestone fees paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Amount of liability accrued for milestone fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Milestone fees owed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Portion of potential milestone payments that could become payable by the end of 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Royalty rate for first level of annual global net sales (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 20.00% | ' | ' | ' | 10.00% | 15.00% | ' | ||||
Annual global sales level used to determine royalty rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000,000 | ' | ' | ' | ' | 3,500,000,000 | ' | ' | ' | ||||
Number of products which the Company is obligated to use diligent efforts to discover after license of a program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of preclinical MABA compounds discovered | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Royalty rate for sales above first level of annual global net sales (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | 10.00% | ' | ' | ' | ||||
Royalty rate for combination products (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Royalty rate for combination products as a percentage of the rate applied to single products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | ' | 50.00% | ' | ' | ' | ||||
Potential contingent payments that the Company could receive | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | ||||
Potential contingent payments that the Company could receive in respect to single-agent and combination medicines | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Potential future contingent payments receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 363,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,000,000 | ' | ' | ' | ' | ||||
Number of ordinary shares owned as available-for-sale securities | ' | ' | ' | ' | 436,802 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Company's stock purchased by related party (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 659,999 | ||||
Company's stock purchased by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21,400,000 | ||||
[1] | Gross royalty revenue from a related party for the three and six months ended June 30, 2014 is $3,261 and $3,991, respectively. |
Collaborative_Arrangements_Det1
Collaborative Arrangements (Details 2) (GSK, USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
GSK | ' | ' | ' | ' |
Information related to collaborative arrangements | ' | ' | ' | ' |
Reimbursement of certain research and development costs to the entity | $19,000 | $200,000 | $62,000 | $300,000 |
AvailableforSale_Securities_De
Available-for-Sale Securities (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | $342,894 | ' | $502,669 |
Gross Unrealized Gains | 3,722 | ' | 172 |
Gross Unrealized Losses | -16 | ' | -10 |
Estimated Fair Value | 346,600 | ' | 502,831 |
Maturity period for marketable securities | ' | ' | ' |
Maximum contractual maturity period | '2 years | ' | ' |
Average contractual maturity period | '7 months | ' | ' |
Amount of available-for-sale securities sold | 5,000 | 17,600 | ' |
Cash and cash equivalents | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Estimated Fair Value | 184,994 | ' | 125,009 |
Short-term investments | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Estimated Fair Value | 126,424 | ' | 321,615 |
Marketable securities | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Estimated Fair Value | 34,349 | ' | 55,374 |
Restricted cash | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Estimated Fair Value | 833 | ' | 833 |
U.S. government securities | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 23,509 | ' | 42,104 |
Gross Unrealized Gains | 44 | ' | 55 |
Gross Unrealized Losses | 0 | ' | -1 |
Estimated Fair Value | 23,553 | ' | 42,158 |
U.S. government agencies | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 54,712 | ' | 141,278 |
Gross Unrealized Gains | 15 | ' | 61 |
Gross Unrealized Losses | -5 | ' | -8 |
Estimated Fair Value | 54,722 | ' | 141,331 |
U.S. corporate notes | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 33,632 | ' | 94,923 |
Gross Unrealized Gains | 7 | ' | 54 |
Gross Unrealized Losses | -11 | ' | 0 |
Estimated Fair Value | 33,628 | ' | 94,977 |
U.S. commercial paper | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 34,942 | ' | 102,021 |
Gross Unrealized Gains | 0 | ' | 2 |
Gross Unrealized Losses | 0 | ' | -1 |
Estimated Fair Value | 34,942 | ' | 102,022 |
Equity securities | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 10,269 | ' | ' |
Gross Unrealized Gains | 3,656 | ' | ' |
Gross Unrealized Losses | 0 | ' | ' |
Estimated Fair Value | 13,925 | ' | 0 |
Holding period for equity securities | '6 months | ' | ' |
Money market funds | ' | ' | ' |
Available-for-sale securities | ' | ' | ' |
Amortized Cost | 185,830 | ' | 122,343 |
Gross Unrealized Gains | 0 | ' | 0 |
Gross Unrealized Losses | 0 | ' | 0 |
Estimated Fair Value | $185,830 | ' | $122,343 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | $346,600,000 | $502,831,000 |
U.S. government securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 23,553,000 | 42,158,000 |
U.S. government agency securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 54,722,000 | 141,331,000 |
U.S. corporate notes | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 33,628,000 | 94,977,000 |
U.S. commercial paper | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 34,942,000 | 102,022,000 |
Equity securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 13,925,000 | 0 |
Money market funds | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 185,830,000 | 122,343,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 223,308,000 | 327,827,000 |
Total fair value of liabilities | 0 | 0 |
Fair value measured transfer to Level 2 From Level 1 | ' | 5,400,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | U.S. government securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 23,553,000 | 42,158,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | U.S. government agency securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 98,236,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | U.S. corporate notes | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 61,591,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | U.S. commercial paper | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 3,499,000 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | Equity securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 13,925,000 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | Money market funds | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 185,830,000 | 122,343,000 |
Recurring basis | Significant Other Observable Inputs, Level 2 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 123,292,000 | 175,004,000 |
Fair value measured transfer to Level 2 From Level 1 | 5,400,000 | ' |
Recurring basis | Significant Other Observable Inputs, Level 2 | U.S. government securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Other Observable Inputs, Level 2 | U.S. government agency securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 54,722,000 | 43,095,000 |
Recurring basis | Significant Other Observable Inputs, Level 2 | U.S. corporate notes | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 33,628,000 | 33,386,000 |
Recurring basis | Significant Other Observable Inputs, Level 2 | U.S. commercial paper | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 34,942,000 | 98,523,000 |
Recurring basis | Significant Other Observable Inputs, Level 2 | Equity securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Other Observable Inputs, Level 2 | Money market funds | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Total fair value of liabilities | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | U.S. government securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | U.S. government agency securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | U.S. corporate notes | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | U.S. commercial paper | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | Equity securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Significant Unobservable Inputs, Level 3 | Money market funds | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 0 | 0 |
Recurring basis | Total | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 346,600,000 | 502,831,000 |
Recurring basis | Total | U.S. government securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 23,553,000 | 42,158,000 |
Recurring basis | Total | U.S. government agency securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 54,722,000 | 141,331,000 |
Recurring basis | Total | U.S. corporate notes | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 33,628,000 | 94,977,000 |
Recurring basis | Total | U.S. commercial paper | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 34,942,000 | 102,022,000 |
Recurring basis | Total | Equity securities | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 13,925,000 | ' |
Recurring basis | Total | Money market funds | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Total assets measured at fair value | 185,830,000 | 122,343,000 |
Nonrecurring basis | Quoted Prices in Active Markets for Identical Assets, Level 1 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Convertible subordinated notes due 2023 | 0 | 0 |
Non-recourse notes due 2029 | 0 | ' |
Nonrecurring basis | Significant Other Observable Inputs, Level 2 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Convertible subordinated notes due 2023 | 417,148,000 | 408,250,000 |
Non-recourse notes due 2029 | 454,500,000 | ' |
Total fair value of liabilities | 871,648,000 | ' |
Nonrecurring basis | Significant Unobservable Inputs, Level 3 | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Convertible subordinated notes due 2023 | 0 | 0 |
Non-recourse notes due 2029 | 0 | ' |
Nonrecurring basis | Total | ' | ' |
Estimated fair values of entity's financial assets and liabilities | ' | ' |
Convertible subordinated notes due 2023 | 417,148,000 | 408,250,000 |
Non-recourse notes due 2029 | 454,500,000 | ' |
Total fair value of liabilities | $871,648,000 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | GSK | ||||||
BREO ELLIPTA | BREO ELLIPTA | RELVAR ELLIPTA Japan | RELVAR ELLIPTA Japan | RELVAR ELLIPTA Europe | RELVAR ELLIPTA Europe | ANORO ELLIPTA | ANORO ELLIPTA | ANORO ELLIPTA Europe | |||||||||||
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years 2 months 12 days | '15 years 8 months 12 days | '14 years 4 months 24 days | '14 years 10 months 24 days | '14 years 6 months | '15 years | '15 years 2 months 12 days | '15 years 3 months 18 days | '15 years 2 months 12 days |
Gross Carrying Value | ' | ' | ' | ' | ' | $200,000,000 | ' | $200,000,000 | ' | $125,000,000 | $60,000,000 | $60,000,000 | $20,000,000 | $20,000,000 | $30,000,000 | $15,000,000 | $60,000,000 | $30,000,000 | $30,000,000 |
Accumulated Amortization | ' | ' | ' | ' | ' | -5,120,000 | ' | -5,120,000 | ' | -743,000 | -2,526,000 | -632,000 | -778,000 | -111,000 | -1,000,000 | 0 | -652,000 | 0 | -164,000 |
Net Carrying Value | 194,880,000 | ' | 194,880,000 | ' | 124,257,000 | 194,880,000 | ' | 194,880,000 | ' | 124,257,000 | 57,474,000 | 59,368,000 | 19,222,000 | 19,889,000 | 29,000,000 | 15,000,000 | 59,348,000 | 30,000,000 | 29,836,000 |
Amortization expense | 2,598,000 | 0 | 4,378,000 | 0 | ' | 2,598,000 | 0 | 4,378,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for the year 2014 | 10,900,000 | ' | 10,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for the year 2015 | 13,000,000 | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for the year 2016 | 13,000,000 | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for the year 2017 | 13,000,000 | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for the year 2018 | 13,000,000 | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense after the year 2018 | $136,400,000 | ' | $136,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-14 | Mar. 31, 2014 | 31-May-14 | Dec. 31, 2011 | Jun. 30, 2014 | |
RSAs | RSAs | RSAs | RSAs | RSAs | RSAs | 2012 Equity Incentive Plan | |||||
Performance-contingent | Performance-contingent | Performance-contingent | Performance-contingent | Performance-contingent | |||||||
2011 Restricted Stock Awards | 2011 Restricted Stock Awards | 2011 Restricted Stock Awards | 2011 Restricted Stock Awards | ||||||||
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares remaining available for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,533,778 |
Period for which compensation committee has approved grants | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Shares of common stock approved and authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,290,000 | ' |
Timeframe for achievement of performance conditions | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' |
Maximum potential expense, net of forfeiture | ' | ' | ' | ' | $19,500,000 | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 7,747,000 | 7,162,000 | 21,281,000 | 13,257,000 | ' | ' | ' | 6,800,000 | 7,000,000 | ' | ' |
Total stock-based compensation that will be recognized in the year | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' |
Remaining potential stock-based compensation expense after modification | ' | ' | ' | ' | ' | 24,500,000 | ' | ' | ' | ' | ' |
Stock-based compensation expenses expected to be recognized by either reporting entity or Theravance Biopharma | ' | ' | ' | ' | ' | ' | $10,700,000 | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation | ' | ' | ' | ' |
Stock-based compensation expense | $7,747,000 | $7,162,000 | $21,281,000 | $13,257,000 |
Total stock-based compensation expense capitalized to inventory | 78,000 | 28,000 | 95,000 | 170,000 |
Stock options | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Total unrecognized compensation cost related to unvested stock-based compensation | 2,200,000 | ' | 2,200,000 | ' |
RSUs | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Total unrecognized compensation cost related to unvested stock-based compensation | 1,800,000 | ' | 1,800,000 | ' |
RSAs | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Total unrecognized compensation cost related to unvested stock-based compensation | 19,500,000 | ' | 19,500,000 | ' |
Continuing operations | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Stock-based compensation expense | 3,595,000 | 2,168,000 | 9,652,000 | 3,902,000 |
Discontinued operation | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Stock-based compensation expense | 4,152,000 | 4,994,000 | 11,629,000 | 9,355,000 |
Research and development | Continuing operations | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Stock-based compensation expense | 514,000 | 198,000 | 1,232,000 | 307,000 |
General and administrative | Continuing operations | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Stock-based compensation expense | $3,081,000 | $1,970,000 | $8,420,000 | $3,595,000 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 3) (Stock options, USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Weighted-average assumptions | ' | ' | ' | ' |
Risk-free interest rate, minimum (as a percent) | 1.60% | 0.80% | 1.60% | 0.80% |
Risk-free interest rate, maximum (as a percent) | 2.10% | 1.30% | 2.10% | 1.30% |
Volatility, minimum (as a percent) | 52.00% | 59.00% | 52.00% | 58.00% |
Volatility, maximum (as a percent) | 60.00% | 60.00% | 60.00% | 60.00% |
Weighted-average estimated fair value of awards granted (in dollars per share) | $15.72 | $17.64 | $17.43 | $15.43 |
Minimum | ' | ' | ' | ' |
Weighted-average assumptions | ' | ' | ' | ' |
Expected life | '5 years | '5 years | '5 years | '5 years |
Dividend yield (as a percent) | 0.00% | ' | 0.00% | ' |
Maximum | ' | ' | ' | ' |
Weighted-average assumptions | ' | ' | ' | ' |
Expected life | '6 years | '6 years | '6 years | '6 years |
Dividend yield (as a percent) | 0.40% | ' | 0.40% | ' |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 4) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended |
In Millions, except Share data, unless otherwise specified | Jun. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Stock-based compensation | ' | ' | ' |
Number of shares of Theravance Biopharma issued for every share of Theravance | 0.286 | ' | ' |
Incremental stock-based compensation expense arising out of spin-off | ' | $1.20 | ' |
Stockholders' Equity | ' | ' | ' |
Awards exercised (in shares) | ' | ' | 79,000 |
Weighted-average exercise price of awards exercised (in dollars per share) | ' | ' | $12.89 |
Total cash proceed | ' | ' | 1 |
Discontinued operation | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Incremental stock-based compensation expense arising out of spin-off | ' | $0.90 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes | ' | ' | ' | ' |
U.S. federal income tax gain on distribution of the assets | ' | ' | $400,000,000 | ' |
Income tax expense | 278,000 | 0 | 278,000 | 0 |
Amount of valuation allowance reversed | ' | ' | 100,000,000 | ' |
Gross deferred tax assets transferred as a result of spin-off | ' | ' | $9,000,000 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Lease payments guarantee, Theravance Biopharma, USD $) | Jun. 30, 2014 |
In Millions, unless otherwise specified | |
Lease payments guarantee | Theravance Biopharma | ' |
Operating Leases | ' |
Total lease payments | $35.80 |
Other long-term liabilities | $1.30 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details 2) (Special Long-Term Retention and Incentive Cash Awards Program, USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2011 | 31-May-14 | 31-May-14 | Mar. 31, 2014 |
Cash bonus expense | Cash bonus expense | Cash bonus expense | ||
Special Long-Term Retention and Incentive Cash Awards Program | ' | ' | ' | ' |
Timeframe for achievement of performance conditions | '6 years | ' | ' | ' |
Compensation expenses related to cash bonus recognized in current year given sufficient performance conditions achieved | ' | ' | ' | $9.10 |
Total cash bonus paid | ' | 9.5 | ' | ' |
Maximum remaining potential cash bonus expense associated with these cash bonus awards after the modification | ' | ' | $11.20 | ' |
Vesting period | ' | ' | '12 months | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jan. 31, 2013 | Jun. 30, 2014 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Jun. 30, 2014 |
Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | Convertible Subordinated Notes Due 2023 | 9% fixed rate term notes due 2029 | 9% fixed rate term notes due 2029 | 9% fixed rate term notes due 2029 | |||
Privately-negotiated capped call option | Privately-negotiated capped call option | Stock prices below $27.79 per share | Stock prices below $27.79 per share | Stock prices above $38.00 per share | GSK | GSK | ||||||
Item | Maximum | Minimum | ||||||||||
Debt disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan amount | ' | ' | ' | $287,500,000 | ' | ' | ' | ' | ' | ' | $450,000,000 | ' |
Proceeds from issuance of debt, net of issuance costs | ' | ' | ' | 281,200,000 | ' | ' | ' | ' | ' | ' | 434,700,000 | ' |
Payments on capped call option transactions | ' | ' | ' | ' | ' | 36,800,000 | ' | ' | ' | ' | ' | ' |
Number of derivative instruments purchased | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | 2.13% | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' |
conversion rate of shares | ' | ' | 0.0469087 | 0.0359903 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price of convertible notes into common stock (in dollars per share) | ' | ' | $21.32 | $27.79 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount at which the entity may be forced to redeem some or all notes as a result of a fundamental change (as defined) | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price for the underlying number of shares (in dollars per share) | ' | ' | ' | ' | $21.32 | $27.79 | ' | ' | ' | ' | ' | ' |
Cap price for the underlying number of shares (in dollars per share) | ' | ' | ' | ' | $29.16 | $38 | ' | ' | ' | ' | ' | ' |
Net shares settlement payable to the entity | ' | ' | ' | ' | ' | ' | 2,779,659 | 0 | ' | ' | ' | ' |
Incremental anti-dilutive benefit (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Percentage of royalties from global net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' |
Balance of segregated bank account classified as current restricted cash | 14,232,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Reserve account established to cover a portion of the remaining milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000,000 | 14,000,000 |
Reserve account for covering remaining milestone payments as a percentage of future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,300,000 | ' |
Future minimum principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Six months remaining in 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,831,000 | ' | ' |
2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,935,000 | ' | ' |
2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101,779,000 | ' | ' |
Thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,964,000 | ' | ' |
Total payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | $503,509,000 | ' | ' |
SpinOff_of_Theravance_Biopharm2
Spin-Off of Theravance Biopharma, Inc. (Details) (USD $) | 0 Months Ended | |||||
Jun. 02, 2014 | Jun. 01, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | |
Spin-Off of Theravance Biopharma, Inc. | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and marketable securities | ' | $393,000,000 | ' | ' | ' | ' |
Number of shares of Theravance Biopharma issued for every share of Theravance | 0.286 | ' | ' | ' | ' | ' |
Allocation of net book value of assets transferred pursuant to spin-off | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 208,052,000 | 143,510,000 | 199,243,000 | 94,849,000 |
Marketable investment securities | ' | ' | 34,349,000 | 55,374,000 | ' | ' |
Accounts receivable | ' | ' | 0 | 199,000 | ' | ' |
Prepaid and other current assets | ' | ' | 982,000 | 4,287,000 | ' | ' |
Inventories | ' | ' | 0 | 10,406,000 | ' | ' |
Fixed assets, net | ' | ' | 0 | 10,238,000 | ' | ' |
Deferred revenue | ' | ' | -1,082,000 | -9,289,000 | ' | ' |
Other liabilities | ' | ' | -4,834,000 | -4,137,000 | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' |
Spin-Off of Theravance Biopharma, Inc. | ' | ' | ' | ' | ' | ' |
Expected period within which most of various services will be provided under agreement following the spin-off | ' | '12 months | ' | ' | ' | ' |
Theravance Biopharma, Inc. | ' | ' | ' | ' | ' | ' |
Allocation of net book value of assets transferred pursuant to spin-off | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 277,541,000 | ' | ' | ' |
Marketable investment securities | ' | ' | 115,129,000 | ' | ' | ' |
Accounts receivable | ' | ' | 125,000 | ' | ' | ' |
Reimbursement of certain liabilities | ' | ' | 16,983,000 | ' | ' | ' |
Prepaid and other current assets | ' | ' | 3,172,000 | ' | ' | ' |
Inventories | ' | ' | 14,328,000 | ' | ' | ' |
Fixed assets, net | ' | ' | 9,580,000 | ' | ' | ' |
Accrued liabilities | ' | ' | -22,342,000 | ' | ' | ' |
Deferred revenue | ' | ' | -6,694,000 | ' | ' | ' |
Other liabilities | ' | ' | -4,944,000 | ' | ' | ' |
Net book value of assets contributed | ' | ' | $402,878,000 | ' | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 31-May-14 | Mar. 31, 2014 | Dec. 31, 2011 | |
Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | |||||
Special Long-Term Retention and Incentive Cash Awards Program | Special Long-Term Retention and Incentive Cash Awards Program | Special Long-Term Retention and Incentive Cash Awards Program | |||||||||
Components of research and drug development operations presented on condensed consolidated statements of operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | $2,184,000 | $5,000 | $3,129,000 | $27,000 | ' | ' | ' | ' | ' | ' | ' |
Loss from discontinued operations | -43,413,000 | -34,888,000 | -94,934,000 | -61,502,000 | ' | ' | ' | ' | ' | ' | ' |
Reimbursement of research and development costs from discontinued operations from collaborative arrangements | ' | ' | ' | ' | 22,000 | 2,100,000 | 100,000 | 3,900,000 | ' | ' | ' |
Timeframe for achievement of performance conditions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years |
Stock-based compensation expense | 7,747,000 | 7,162,000 | 21,281,000 | 13,257,000 | 4,152,000 | 4,994,000 | 11,629,000 | 9,355,000 | ' | ' | ' |
Compensation expenses related to cash bonus recognized in current year given sufficient performance conditions achieved | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,100,000 | ' |
Total cash bonus paid | ' | ' | ' | ' | ' | ' | ' | ' | $9,500,000 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jul. 25, 2014 | Jun. 30, 2014 | Jan. 31, 2013 | Jul. 15, 2014 | Jul. 15, 2014 |
Subsequent event | Conversion of 2023 Notes | Conversion of 2023 Notes | Conversion of 2023 Notes | Conversion of 2023 Notes | |
Common stock | Subsequent event | Subsequent event | |||
Common stock | |||||
Subsequent events | ' | ' | ' | ' | ' |
Dividend declared (in dollars per share) | $0.25 | ' | ' | ' | ' |
Number of common shares issued upon debt conversion | ' | ' | ' | ' | 1,519,367 |
Conversion price (in dollars per share) | ' | $21.32 | $27.79 | ' | $21.32 |
Number of common shares received upon partial debt conversion | ' | ' | ' | 149,645 | ' |