Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'MEDICINES CO /DE | ' |
Entity Central Index Key | '0001113481 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 63,920,971 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $462,360 | $519,446 |
Available for sale securities | 0 | 50,875 |
Accrued interest receivable | 0 | 348 |
Accounts receivable, net of allowances of approximately $29.1 million and $17.7 million at September 30, 2013 and December 31, 2012, respectively | 103,757 | 85,893 |
Inventory | 91,499 | 76,355 |
Deferred tax assets | 13,889 | 13,881 |
Prepaid expenses and other current assets | 12,165 | 9,577 |
Total current assets | 683,670 | 756,375 |
Fixed assets, net | 33,926 | 16,100 |
Intangible assets, net | 622,274 | 119,576 |
Goodwill | 186,821 | 14,671 |
Restricted cash | 1,577 | 1,571 |
Deferred tax assets, net | 0 | 46,625 |
Other assets | 17,296 | 17,264 |
Total assets | 1,545,564 | 972,182 |
Current liabilities: | ' | ' |
Accounts payable | 32,766 | 25,378 |
Accrued expenses | 133,600 | 107,453 |
Deferred revenue | 3,980 | 2,375 |
Total current liabilities | 170,346 | 135,206 |
Contingent purchase price | 188,554 | 18,971 |
Deferred tax liabilities | 78,369 | 0 |
Convertible senior notes (due 2017) | 233,544 | 226,109 |
Other liabilities | 5,863 | 5,674 |
Total liabilities | 676,676 | 385,960 |
Stockholders' equity: | ' | ' |
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value per share, 125,000,000 shares authorized; 65,886,509 issued and 63,693,527 outstanding at September 30, 2013 and 56,153,140 issued and 53,960,158 outstanding at December 31, 2012, respectively | 66 | 56 |
Additional paid-in capital | 968,067 | 697,427 |
Treasury stock, at cost; 2,192,982 shares at September 30, 2013 and December 31, 2012, respectively | -50,000 | -50,000 |
Accumulated deficit | -46,097 | -60,411 |
Accumulated other comprehensive loss | -2,923 | -766 |
Total The Medicines Company stockholders' equity | 869,113 | 586,306 |
Non-controlling interest in joint venture | -225 | -84 |
Total stockholders' equity | 868,888 | 586,222 |
Total liabilities and stockholders' equity | $1,545,564 | $972,182 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Allowances for accounts receivable | $29.10 | $17.70 |
Stockholders' equity: | ' | ' |
Preferred stock, par value (USD per share) | $1 | $1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $0.00 | $0.00 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 65,886,509 | 56,153,140 |
Common stock, shares outstanding | 63,693,527 | 53,960,158 |
Treasury stock, shares | 2,192,982 | 2,192,982 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net revenue | $174,282 | $136,786 | $502,861 | $399,098 |
Operating expenses: | ' | ' | ' | ' |
Cost of revenue | 65,794 | 43,767 | 186,446 | 125,111 |
Research and development | 23,187 | 34,536 | 108,408 | 100,276 |
Selling, general and administrative | 62,528 | 43,396 | 178,954 | 127,049 |
Total operating expenses | 151,509 | 121,699 | 473,808 | 352,436 |
Income from operations | 22,773 | 15,087 | 29,053 | 46,662 |
Co-promotion income | 4,423 | 3,750 | 12,241 | 6,250 |
Interest expense | -3,765 | -3,605 | -11,143 | -4,389 |
Other income | 383 | 204 | 1,186 | 963 |
Income before income taxes | 23,814 | 15,436 | 31,337 | 49,486 |
Provision for income taxes | -16,068 | -6,172 | -17,163 | -18,897 |
Net income | 7,746 | 9,264 | 14,174 | 30,589 |
Net loss attributable to non-controlling interest | 47 | 1 | 140 | 2 |
Net income attributable to The Medicines Company | $7,793 | $9,265 | $14,314 | $30,591 |
Basic earnings per common share attributable to The Medicines Company (USD per share) | $0.13 | $0.18 | $0.25 | $0.57 |
Diluted earnings per common share attributable to The Medicines Company (USD per share) | $0.12 | $0.17 | $0.24 | $0.55 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic (shares) | 59,231 | 52,896 | 56,296 | 53,653 |
Diluted (shares) | 63,173 | 55,145 | 60,510 | 55,455 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $7,746 | $9,264 | $14,174 | $30,589 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized (loss) gain on available for sale securities | -5 | 55 | -10 | 32 |
Foreign currency translation adjustment | -1,234 | 453 | -2,147 | -181 |
Other comprehensive (loss) income | -1,239 | 508 | -2,157 | -149 |
Comprehensive income | $6,507 | $9,772 | $12,017 | $30,440 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $14,174 | $30,589 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 19,968 | 5,401 |
Amortization of net premiums and discounts on available for sale securities | 209 | 513 |
Amortization of long term debt financing costs | 872 | 326 |
Amortization of debt discount | 7,434 | 2,908 |
Unrealized foreign currency transaction loss (gain), net | 124 | -498 |
Non-cash stock compensation expense | 15,910 | 11,132 |
Loss on disposal of fixed assets | 32 | 46 |
Deferred tax provision | -3,390 | 8,233 |
Excess tax benefit from share-based compensation arrangements | -5,971 | -1,052 |
Adjustment to contingent purchase price | -168 | 2,202 |
Changes in operating assets and liabilities: | ' | ' |
Accrued interest receivable | 347 | -40 |
Accounts receivable | -17,806 | -8,852 |
Inventory | -15,098 | -17,189 |
Prepaid expenses and other current assets | -2,205 | -1,334 |
Accounts payable | 5,970 | -38 |
Accrued expenses | 27,409 | -12,955 |
Deferred revenue | 1,594 | 1,164 |
Other liabilities | 181 | 137 |
Net cash (used in) provided by operating activities | 49,586 | 20,693 |
Cash flows from investing activities: | ' | ' |
Purchases of available for sale securities | 0 | -65,354 |
Proceeds from maturities and sales of available for sale securities | 50,656 | 25,036 |
Purchases of fixed assets | -7,688 | -695 |
Acquisitions, net of cash acquired | -402,579 | 0 |
Acquisition of intangible assets | 0 | -36,678 |
Other investments | -875 | -500 |
Decrease in restricted cash | 2 | 3,148 |
Net cash used in investing activities | -360,484 | -75,043 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuances of common stock for employee benefit plan | 59,169 | 21,606 |
Proceeds from equity offering, net | 189,600 | 0 |
Purchase of treasury stock | 0 | -50,000 |
Proceeds from issuance of convertible senior notes | 0 | 275,000 |
Proceeds from issuance of warrants | 0 | 38,425 |
Purchase of convertible note hedge | 0 | -58,223 |
Debt issuance costs | 0 | -8,774 |
Excess tax benefit from stock-based compensation arrangements | 5,971 | 1,052 |
Net cash provided by financing activities | 254,740 | 219,086 |
Effect of exchange rate changes on cash | -928 | 271 |
(Decrease) increase in cash and cash equivalents | -57,086 | 165,007 |
Cash and cash equivalents at beginning of period | 519,446 | 315,382 |
Cash and cash equivalents at end of period | 462,360 | 480,389 |
Supplemental disclosure of cash flow information: | ' | ' |
Interest paid | 1,891 | 0 |
Taxes paid | $2,500 | $1,155 |
Nature_of_Business
Nature of Business | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Business | ' |
Nature of Business | |
The Medicines Company (the Company) is a global biopharmaceutical company focused on saving lives, alleviating suffering and improving the economic efficiency of the world's leading hospitals. The Company markets Angiomax® (bivalirudin), Recothrom® Thrombin, topical (Recombinant) and Cleviprex® (clevidipine) injectable emulsion. The Company also has a pipeline of acute and intensive care hospital products in development, including four late-stage development product candidates, cangrelor, oritavancin, IONSYSTM (fentanyl iontophoretic transdermal system) and Fibrocaps™ and early stage development product candidates MDCO-216 and ALN-PCS02 and ALN-PCSsc of its ALN-PCS program. The Company believes that these marketed products and products in development possess favorable attributes that competitive products do not provide, can satisfy unmet medical needs in the acute and intensive care hospital product market and offer, or, in the case of its products in development, have the potential to offer, improved performance to hospital businesses. | |
In addition to these products and product candidates, the Company sells a ready-to-use formulation of Argatroban and has a portfolio of ten generic drugs, which the Company refers to as its acute care generic products, that the Company has the non-exclusive right to market in the United States. The Company began selling three of its acute care generic products, midazolam, ondansetron and rocuronium, in the first quarter of 2013. The Company also co-promotes the oral tablet antiplatelet medicine BRILINTA® (ticagrelor) in the United States, as part of its global collaboration agreement with AstraZeneca LP (AstraZeneca). |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Significant Accounting Policies | |
The Company's significant accounting policies are described in note 2 of the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (SEC). | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries or significant investments accounted for under the equity method. | |
The Company's results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or the fourth quarter of the fiscal year ending December 31, 2013. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2012 as filed with the SEC. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Intangible Assets | |
Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |
In-Process Research and Development | |
The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method," which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. IPR&D intangible assets which are determined to have had a drop in their fair value are adjusted downward and an expense recognized on the statement of income. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. | |
Goodwill | |
Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. | |
Contingent Purchase Price from Business Combinations | |
Subsequent to the acquisition date, the Company measures contingent consideration arrangements at fair value for each period with changes in fair value recognized in operating earnings. Changes in fair values reflect new information about the likelihood of the payment of the contingent consideration and the passage of time. In the absence of new information, changes in fair value reflect only the passage of time as development work towards the achievement of the milestones progresses. | |
Impairment of Long-Lived Assets | |
Long-lived assets, such as property, plant and equipment and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. | |
Research and Development | |
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | |
Other Comprehensive Income | |
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities and recorded and presented net of income tax and foreign currency translation. | |
Recent Accounting Pronouncements | |
In February 2013, the FASB amended its guidance to require an entity to present the effect of certain significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. The new accounting guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance is effective prospectively for fiscal years beginning after December 15, 2012. The Company adopted these new provisions for the quarter beginning January 1, 2013. As the guidance requires additional presentation only, there was no impact to the Company's consolidated results of operations or financial position. | |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company recorded approximately $5.4 million and $15.9 million of stock-based compensation expense for the three and nine months ended September 30, 2013, respectively. The Company recorded approximately $3.8 million and $11.1 million of stock-based compensation expense for the three and nine months ended September 30, 2012, respectively. As of September 30, 2013, there was approximately $26.2 million of total unrecognized compensation costs related to non-vested stock-based employee compensation arrangements granted under the Company's equity compensation plans. The Company expects to recognize those costs over a weighted average period of 1.40 years. | |
During the nine months ended September 30, 2013, the Company issued a total of 9,733,369 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the Company's 2010 employee stock purchase plan (2010 ESPP). During the nine months ended September 30, 2012, the Company issued a total of 1,660,194 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the 2010 ESPP. Cash received from the exercise of stock options and purchases through the 2010 ESPP during the nine months ended September 30, 2013 and September 30, 2012 was approximately $59.2 million and $20.1 million, respectively, and is included within the financing activities section of the consolidated statements of cash flows. |
Earnings_per_Share
Earnings per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
Earnings per Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted | ||||||||||||||||
Net income attributable to The Medicines Company | $ | 7,793 | $ | 9,265 | $ | 14,314 | $ | 30,591 | ||||||||
Weighted average common shares outstanding, basic | 59,231 | 52,896 | 56,296 | 53,653 | ||||||||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes | 3,942 | 2,249 | 4,214 | 1,802 | ||||||||||||
Weighted average common shares outstanding, diluted | 63,173 | 55,145 | 60,510 | 55,455 | ||||||||||||
Earnings per share attributable to The Medicines Company, basic | $ | 0.13 | $ | 0.18 | $ | 0.25 | $ | 0.57 | ||||||||
Earnings per share attributable to The Medicines Company, diluted | $ | 0.12 | $ | 0.17 | $ | 0.24 | $ | 0.55 | ||||||||
Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period, reduced where applicable for outstanding yet unvested shares of restricted common stock. The number of dilutive common stock equivalents was calculated using the treasury stock method. For the three months ended September 30, 2013 and 2012, options to purchase 2,344,929 shares and 2,750,027 shares, respectively, of common stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. For the nine months ended September 30, 2013 and 2012, options to purchase 2,585,993 shares and 3,156,309 shares, respectively, of common stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | ||||||||||||||||
For the three and nine months ended September 30, 2013, there were no shares of unvested restricted stock excluded from the calculation of diluted earnings per common share. For the three and nine months ended September 30, 2012, 7,500 and 100,480 shares, respectively, of unvested restricted stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per common share as their effect would have been anti-dilutive. | ||||||||||||||||
In June 2012, the Company issued, at par value, $275.0 million aggregate principal amount of 1.375% convertible senior notes due June 1, 2017 (the Notes) (see note 10 "Convertible Senior Notes”). In connection with the issuance of the Notes, the Company entered into note hedge transactions with respect to its common stock (the Note Hedges) with several of the initial purchasers of the Notes, their affiliates and other financial institutions (the Hedge Counterparties). The Note Hedges are not considered for purposes of calculating the total shares outstanding under the basic and diluted net income per share, as their effect would be anti-dilutive. The Note Hedges are expected generally to reduce the potential dilution with respect to shares of the Company's common stock upon any conversion of the Notes in the event that the market price per share of the Company's common stock, as measured under the terms of the Note Hedges, is greater than the strike price of the Note Hedges, which initially corresponded to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. The shares of common stock issuable upon conversion of the Notes included in diluted shares for the three and nine months ended September 30, 2013 were 1,212,973 shares and 1,238,841 shares, respectively. | ||||||||||||||||
In addition, in connection with the Note Hedges, the Company entered into warrant transactions with the Hedge Counterparties, pursuant to which the Company sold warrants (the Warrants) to the Hedge Counterparties to purchase, subject to customary anti-dilution adjustments, up to 9.8 million shares of the Company's common stock at a strike price of $34.20 per share. For the three and nine months ended September 30, 2013, the warrants did not have a dilutive effect on earnings per share because the average market price during the periods presented was below the strike price. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three months ended September 30, 2013 and 2012, the Company recorded a $16.1 million and a $6.2 million provision for income taxes, respectively, based upon its estimated federal, state and foreign tax liability for the year. The worldwide effective income tax rates for the Company for the three months ended September 30, 2013 and 2012 were 67.5% and 40.0%, respectively. This increase in effective tax rate was driven primarily by the August 2013 acquisition of ProFibrix B.V. (ProFibrix) as the Company was unable to realize a tax benefit from foreign jurisdictions for expenditures since acquisition. The effective income tax rates for the three months ended September 30, 2013 also included a non-cash tax expense for future contingent payments related to the Company's acquisitions of Targanta Therapeutics Corporation (Targanta), Incline Therapeutics, Inc. (Incline) and ProFibrix. The effective tax rate for the three months ended September 30, 2012 included the non-cash tax expense for future contingent payments related to Targanta. | |
For the nine months ended September 30, 2013 and 2012, the Company recorded a $17.2 million and an $18.9 million provision for income taxes, respectively, based upon its estimated federal, state and foreign tax liability for the year. The worldwide effective income tax rates for the Company for the nine months ended September 30, 2013 and 2012 were 54.8% and 38.2%, respectively. This increase in effective tax rate was driven primarily by the August 2013 acquisition of ProFibrix as the Company was unable to realize a tax benefit from foreign jurisdictions for expenditures since acquisition. The effective income tax rates for the nine months ended September 30, 2013 also included a non-cash tax expense arising from purchase accounting for future contingent payments related to the Company's acquisitions of Targanta, Incline and ProFibrix. The effective income tax rate for the nine months ended September 30, 2013 also reflects the effect of a one-time $2.4 million income tax benefit arising from the retroactive reinstatement of the research and development tax credit included in The American Tax Relief Act of 2012 which was signed into law on January 2, 2013. The effective tax rate for the nine months ended September 30, 2012 included the non-cash tax expense for future contingent payments related to Targanta. | |
The Company continues to evaluate its ability to realize its deferred tax assets on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company's income taxes. |
Cash_Cash_Equivalents_and_Avai
Cash, Cash Equivalents and Available for Sale Securities | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | ' | |||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Available for Sale Securities | ' | |||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Available for Sale Securities | ||||||||||||||||||||||||||||||||
The Company considers all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents included cash of $416.3 million and $504.7 million at September 30, 2013 and December 31, 2012, respectively. Cash and cash equivalents at September 30, 2013 and December 31, 2012 also included investments of $46.0 million and $14.7 million, respectively, in money market funds and commercial paper with original maturities of less than three months. | ||||||||||||||||||||||||||||||||
At September 30, 2013, the Company did not hold any available for sale securities. At December 31, 2012, the Company held available for sale securities with a fair value totaling $50.9 million. These available for sale securities included corporate debt securities and various U.S. government agency notes and corporate debt securities at December 31, 2012. At December 31, 2012, all of the available for sale securities were due within one year. The Company evaluates securities with unrealized losses to determine whether such losses are other than temporary. | ||||||||||||||||||||||||||||||||
Available for sale securities, including carrying value and estimated fair values, are summarized as follows: | ||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Cost | Fair Value | Carrying | Unrealized | Cost | Fair Value | Carrying | Unrealized | |||||||||||||||||||||||||
Value | Gain | Value | Gain | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
U.S. government agency notes | $ | — | $ | — | $ | — | $ | — | $ | 7,093 | $ | 7,097 | $ | 7,097 | $ | 4 | ||||||||||||||||
Corporate debt securities | — | — | — | — | 43,772 | 43,778 | 43,778 | 6 | ||||||||||||||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 50,865 | $ | 50,875 | $ | 50,875 | $ | 10 | ||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||||||||
The Company had restricted cash of $1.6 million at September 30, 2013 and December 31, 2012, which consisted of $1.0 million collateral for outstanding letters of credit associated with the Company's lease for the office space in Parsippany, New Jersey. The funds are invested in certificates of deposit. The letter of credit permits draws by the landlord to cure defaults by the Company. In addition, as a result of the acquisition of Targanta in 2009, the Company had restricted cash of $0.3 million at September 30, 2013 and December 31, 2012, respectively, in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had restricted cash of $0.3 million at September 30, 2013 and December 31, 2012, respectively, related to certain foreign tender requirements. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||||||||||||
FASB ASC 820-10 “Fair Value Measurements and Disclosures” (ASC 820-10) provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines 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. ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | ||||||||||||||||||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets and liabilities consist of money market investments and U.S. treasury notes. | |||||||||||||||||||||||||||||||
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company's Level 2 assets and liabilities consist of U.S. government agency notes and corporate debt securities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. | |||||||||||||||||||||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's Level 3 assets and liabilities consist of the contingent purchase prices associated with the Company's acquisitions of Targanta, Incline and ProFibrix. The fair value of the contingent purchase prices was determined utilizing a probability weighted discounted financial model based on management's assessment of the likelihood of achievement of certain development, regulatory and sales milestones. | |||||||||||||||||||||||||||||||
The following table sets forth the Company's assets and liabilities that were measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012 by level within the fair value hierarchy. As required by ASC 820-10, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability: | ||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of September 30, 2013 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2012 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 46,019 | $ | — | $ | — | $ | 46,019 | $ | 14,751 | $ | — | $ | — | $ | 14,751 | ||||||||||||||||
U.S. government agency notes | — | — | — | — | — | 7,097 | — | 7,097 | ||||||||||||||||||||||||
Corporate debt securities | — | — | — | — | — | 43,778 | — | 43,778 | ||||||||||||||||||||||||
Total assets at fair value | $ | 46,019 | $ | — | $ | — | $ | 46,019 | $ | 14,751 | $ | 50,875 | $ | — | $ | 65,626 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 188,554 | $ | 188,554 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 188,554 | $ | 188,554 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | ||||||||||||||||
The Company measures contingent purchase price at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of contingent purchase price uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of contingent purchase price related to updated assumptions and estimates are recognized within selling, general and administrative expenses on the consolidated statements of income. | ||||||||||||||||||||||||||||||||
Contingent purchase price may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. | ||||||||||||||||||||||||||||||||
Level 3 Disclosures | ||||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
September 30, 2013 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,424 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 99,900 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 80% (75%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | |||||||||||||||||||||||||||||||
Discount Rate | 22% | |||||||||||||||||||||||||||||||
ProFibrix: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 83,230 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | |||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 4.9% - 17.5% | |||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
December 31, 2012 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 18,971 | Probability-adjusted discounted cash flow | Probabilities of success | 20% - 60% (49%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013 - 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
The fair value of the contingent purchase price represents the fair value of the Company's liability for all potential payments under the Company's agreements with Targanta, Incline and ProFibrix. The significant unobservable inputs used in the fair value measurement of the Company's contingent purchase prices are the probabilities of successful achievement of development, regulatory and sales milestones, which would trigger payments under the Targanta, Incline and ProFibrix agreements, probabilities as to the periods in which the milestones are expected to be achieved and discount rates. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement. | ||||||||||||||||||||||||||||||||
The changes in fair value of the Company's Level 3 contingent purchase price during the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 100,524 | $ | 21,568 | $ | 18,971 | $ | 20,431 | ||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Incline as of January 4, 2013 | — | — | 87,200 | — | ||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to ProFibrix as of August 5, 2013 | 82,550 | 82,550 | ||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net income | 5,480 | 1,065 | (167 | ) | 2,202 | |||||||||||||||||||||||||||
Balance at end of period | $ | 188,554 | $ | 22,633 | $ | 188,554 | $ | 22,633 | ||||||||||||||||||||||||
For the three and nine months ended September 30, 2013, the changes in the carrying value of the contingent purchase price obligations resulted from the Company's purchase of Incline and ProFibrix and the initial estimate of the fair value of the contingent consideration and subsequent changes in the fair value of the contingent consideration due to either the passage of time or changes in probabilities of success. | ||||||||||||||||||||||||||||||||
No other changes in valuation techniques or inputs occurred during the three and nine months ended September 30, 2013. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three and nine months ended September 30, 2013. |
Inventory
Inventory | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 45,024 | $ | 40,244 | |||||
Work-in-progress | 25,546 | 26,594 | |||||||
Finished goods | 20,929 | 9,517 | |||||||
Total | $ | 91,499 | $ | 76,355 | |||||
The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected volume. If annual volume is less than expected, the Company may be required to make additional allowances for excess or obsolete inventory in the future. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets and Goodwill | ' | |||||||||||||||||||||||||
Intangible Assets and Goodwill | ||||||||||||||||||||||||||
The following information details the carrying amounts and accumulated amortization of the Company's intangible assets subject to amortization: | ||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Customer relationships | 8 years | $ | 7,457 | $ | (5,250 | ) | $ | 2,207 | $ | 7,457 | $ | (4,106 | ) | $ | 3,351 | |||||||||||
Selling rights agreements | 5.7 years | 9,125 | (5,270 | ) | 3,855 | 9,125 | (3,469 | ) | 5,656 | |||||||||||||||||
Trademarks | 8 years | 3,024 | (2,129 | ) | 895 | 3,024 | (1,665 | ) | 1,359 | |||||||||||||||||
Product licenses | 5.7 years | 71,000 | (14,999 | ) | 56,001 | 39,000 | (1,129 | ) | 37,871 | |||||||||||||||||
Cleviprex milestones | 13 years | 2,000 | (184 | ) | 1,816 | 2,000 | (161 | ) | 1,839 | |||||||||||||||||
Total | 6.1 years | $ | 92,606 | $ | (27,832 | ) | $ | 64,774 | $ | 60,606 | $ | (10,530 | ) | $ | 50,076 | |||||||||||
In February 2013, pursuant to a master transaction agreement with Bristol-Myers Squibb Company (BMS), the Company acquired the right to sell, distribute and market Recothrom on a global basis for a two-year period (the collaboration term) and BMS transferred to the Company certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. The Company valued the intangible assets obtained from BMS in the United States at $32.0 million and classified such assets as product license intangibles. The Company is amortizing the assets using a two year expected useful life (see note 13 “Acquisitions”). | ||||||||||||||||||||||||||
The Company expects amortization expense related to its intangible assets to be $6.2 million for the three months ending December 31, 2013. The Company expects annual amortization expense related to its intangible assets to be $26.0 million, $5.9 million, $4.5 million, $4.6 million and $4.6 million for the years ending December 31, 2014, 2015, 2016, 2017 and 2018, respectively, with the balance of $13.0 million being amortized thereafter. The Company records amortization of customer relationships, selling rights agreements and trademarks in selling, general and administrative expense on the consolidated statements of income. The Company records amortization of Cleviprex milestones and product licenses in cost of revenue on the consolidated statements of income. | ||||||||||||||||||||||||||
The following information details the carrying amounts of the Company's intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 495,500 | — | $ | 495,500 | $ | 69,500 | — | $ | 69,500 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | — | — | — | ||||||||||||||||||||
Total | $ | 557,500 | — | $ | 557,500 | $ | 69,500 | — | $ | 69,500 | ||||||||||||||||
The Company capitalized IPR&D of $250.0 million related to the Incline acquisition and $176.0 million related to the ProFibrix acquisition and capitalized the option value of $62.0 million related to the master transaction agreement with BMS during the nine months ended September 30, 2013. The allocation of the preliminary purchase price to intangible assets is detailed in note 13 “Acquisitions” for each of the above noted transactions. | ||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013: | ||||||||||||||||||||||||||
30-Sep-13 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance at January 1, 2013 | $ | 14,671 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | 99,956 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | 21,000 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | 51,311 | |||||||||||||||||||||||||
Translation adjustments | (117 | ) | ||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 186,821 | ||||||||||||||||||||||||
Convertible_Senior_Notes
Convertible Senior Notes | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Convertible Senior Notes | ' | |||||||||||||||
Convertible Senior Notes | ||||||||||||||||
In June 2012, the Company issued, at par value, $275.0 million aggregate principal amount of the Notes. The Notes bear cash interest at a rate of 1.375% per year, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2012. The Notes will mature on June 1, 2017. The net proceeds to the Company from the offering were $266.2 million after deducting the initial purchasers' discounts and commissions and the offering expenses payable by the Company. | ||||||||||||||||
The Notes are governed by an indenture dated as of June 11, 2012 (the Indenture), between the Company, as issuer, and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee). The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the incurrence of other indebtedness, or the issuance or repurchase of securities by the Company. | ||||||||||||||||
The Notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company's future indebtedness, if any, that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness and are structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company's subsidiaries. | ||||||||||||||||
Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2017 only under the following circumstances: | ||||||||||||||||
• | during any calendar quarter commencing on or after September 1, 2012 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price (described below) on each applicable trading day; | |||||||||||||||
• | during the five business day period after any five consecutive trading day period (the Measurement Period) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or | |||||||||||||||
• | upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company's assets. | |||||||||||||||
On or after March 1, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and deliver shares of the Company's common stock in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted, subject to a daily share cap, as described in the Indenture. Holders of Notes will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Instead, accrued but unpaid interest will be deemed to be paid by the cash and shares, if any, of the Company's common stock, together with any cash payment for any fractional share, paid or delivered, as the case may be, upon conversion of a Note. | ||||||||||||||||
The conversion rate for the Notes was initially, and remains, 35.8038 shares of the Company's common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $27.93 per share of the Company's common stock. The conversion rate and the conversion price are subject to customary adjustments for certain events, including, but not limited to, the issuance of certain stock dividends on the Company's common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers, as described in the Indenture. | ||||||||||||||||
The Company may not redeem the Notes prior to maturity and is not required to redeem or retire the Notes periodically. However, upon the occurrence of a "fundamental change" (as defined in the Indenture), subject to certain conditions, in lieu of converting their Notes, holders may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holder who elects to convert the Notes in connection with such change of control in certain circumstances. | ||||||||||||||||
The Indenture contains customary events of default with respect to the Notes, including that upon certain events of default (including the Company's failure to make any payment of principal or interest on the Notes when due and payable) occurring and continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders (subject to the provisions of the Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. In case of an event of default involving certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. | ||||||||||||||||
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the five-year term of the Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. | ||||||||||||||||
In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total costs incurred to the liability and equity components of the Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. | ||||||||||||||||
The Notes consisted of the following: | ||||||||||||||||
Liability component | September 30, | December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||||||
Less: Debt discount, net(1) | (41,456 | ) | (48,891 | ) | ||||||||||||
Net carrying amount | $ | 233,544 | $ | 226,109 | ||||||||||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method. | ||||||||||||||||
The fair value of the Notes was approximately $249.6 million as of September 30, 2013. The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities (Level 2). As of September 30, 2013, the remaining contractual life of the Notes is approximately 3.7 years. | ||||||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
Contractual interest expense | $ | 945 | $ | 949 | $ | 2,836 | $ | 1,156 | ||||||||
Amortization of debt issuance costs | 301 | 268 | 872 | 326 | ||||||||||||
Amortization of debt discount | 2,519 | 2,389 | 7,434 | 2,908 | ||||||||||||
Total | $ | 3,765 | $ | 3,606 | $ | 11,142 | $ | 4,390 | ||||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | 6.02 | % | ||||||||
Note Hedges. In June 2012, the Company paid an aggregate amount of $58.2 million for the Note Hedges, which was recorded as a reduction of additional paid-in-capital in stockholders' equity. The Note Hedges cover approximately 9.8 million shares of the Company’s common stock, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, have a strike price that corresponds to the initial conversion price of the Notes and are exercisable upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are expected generally to reduce the potential dilution with respect to shares of the Company's common stock upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the Note Hedges, at the time of exercise is greater than the strike price of the Note Hedges. The Note Hedges are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the Notes or the Warrants. Holders of the Notes and Warrants will not have any rights with respect to the Note Hedges. As of September 30, 2013, the fair value of the Note Hedges was $96.1 million. The Company estimates the fair value of its Note Hedges using Monte Carlo simulations model of its stock price (Level 2). | ||||||||||||||||
Warrants. The Company received aggregate proceeds of $38.4 million from the sale to the Hedge Counterparties of the Warrants to purchase up to 9.8 million shares of the Company's common stock, subject to customary anti-dilution adjustments, at a strike price of $34.20 per share, which the Company recorded as additional paid-in-capital in stockholders' equity. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. The Warrants were anti-dilutive for the three and nine months ended September 30, 2013. The Warrants are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the Notes or Note Hedges. Holders of the Notes and Note Hedges will not have any rights with respect to the Warrants. The Warrants also meet the definition of a derivative under current accounting principles. Because the Warrants are indexed to the Company's common stock and are recorded in equity in the Company's consolidated balance sheets, the Warrants are exempt from the scope and fair value provisions of accounting principles related to accounting for derivative instruments. |
Treasury_Stock
Treasury Stock | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Treasury Stock | ' |
Treasury Stock | |
On June 5, 2012, the Company's Board of Directors authorized the Company to use a portion of the net proceeds of the Notes offering to repurchase up to an aggregate of $50.0 million of its common stock. The Company repurchased 2,192,982 shares of its common stock in the second quarter of 2012 for an aggregate cost of $50.0 million. | |
As of September 30, 2013, there were 2,192,982 shares of the Company's common stock held in treasury. |
Restructuring_Costs_and_Other_
Restructuring Costs and Other, Net | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Restructuring Costs and Other, Net | ' | |||||||||||||||||||
Restructuring Costs and Other, Net | ||||||||||||||||||||
On February 27, 2013, the Company commenced a workforce reduction plan intended to improve efficiency and better align its costs and employment structure with its strategic plans. As a result of the workforce reduction, the Company reduced its personnel by 66 employees. Upon signing release agreements, affected employees received severance payments and fully paid health care coverage and outplacement services for specified periods. The Company completed this workforce reduction in March 2013. | ||||||||||||||||||||
The Company recorded, in the aggregate, one-time charges of $6.4 million associated with the workforce reduction. The Company recorded these charges in cost of revenue, research and development expense and selling general and administrative expense based on the responsibilities of the affected employees. Of the charges related to the 2013 workforce reduction, $0.3 million were non-cash charges, the Company paid $5.6 million during the nine months ended September 30, 2013 and the Company expects to pay out $0.4 million during the remainder of 2013. | ||||||||||||||||||||
In September 2011, the Company commenced the closure of its drug discovery research and development facility and operations in Leipzig, Germany and terminated ten employees at its Leipzig facility. The Company transferred active pre-clinical projects from Leipzig to its research and development facility in Montreal, Canada and the MDCO-2010 back-up compound to the clinical team in Parsippany, New Jersey. Upon signing release agreements, the terminated employees received severance and other benefits. The Company recorded, in the aggregate, charges of $2.2 million in 2011 associated with the 2011 Leipzig closure. These charges were recorded in research and development expenses in the Company's consolidated statements of income. Of these charges, $0.3 million related to asset write-offs were noncash charges. The Company paid $0.3 million during 2011 and $0.8 million during 2012. During 2012, the Company recorded additional charges of $0.2 million relating to the 2011 Leipzig closure due to the Saxony government in Leipzig recalling subsidies higher than originally estimated that were received by the Company during past three years. In the second quarter of 2013, the Company received notification from the Saxony government that no additional liabilities were due for these subsidies. | ||||||||||||||||||||
Details of the activities described above and the movement in the accrual during the nine-month period ended September 30, 2013 are as follows: | ||||||||||||||||||||
Balance as of December 31, 2012 | Expenses, Net | Cash | Noncash | Balance as of September 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
2011 Leipzig closure other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2013 workforce reduction | — | 6,358 | (5,647 | ) | (289 | ) | 422 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,647 | ) | $ | (1,298 | ) | $ | 422 | ||||||||
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
Acquisitions | |||||||||||||||||
Incline Therapeutics, Inc. | |||||||||||||||||
In January 2013, the Company acquired Incline, a company focused on the development of IONSYS, a compact, disposable, needleless patient-controlled system for the short-term management of acute postoperative pain in the hospital setting. | |||||||||||||||||
Under the terms of the Company's agreement with Incline, the Company paid to the holders of Incline's capital stock and the holders of options to purchase shares of Incline's capital stock (collectively, the Incline equityholders) an aggregate of approximately $155.2 million in cash, which was subject to a post-closing purchase price adjustment process. In addition, the Company also paid approximately $13 million to Cadence Pharmaceuticals, Inc. (Cadence) to terminate Cadence's option to acquire Incline pursuant to an agreement between Cadence and Incline and deposited $18.5 million in cash into an escrow fund for the purposes of securing the indemnification obligations of the Incline equityholders to the Company for any and all losses for which the Company is entitled to indemnification pursuant to the merger agreement and to provide the source of recovery for any amounts payable to the Company as a result of the post-closing purchase price adjustment process. | |||||||||||||||||
The Company also agreed to pay up to $205 million in cash in the aggregate, less certain transaction expenses and taxes, upon its entering into a license agreement in Japan and achieving certain regulatory approval and certain sales milestones with respect to IONSYS. | |||||||||||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Incline transaction to the underlying assets acquired and liabilities assumed by the Company, based primarily upon estimated fair values of those assets and liabilities at the date of acquisition and will classify the fair value of acquired IPR&D as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. | |||||||||||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed by the Company. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||||||||||
The Company accounted for the transaction as a business combination and is in the process of finalizing the valuation of intangible assets and fair value of the contingent purchase price. As a result, the preliminary measurements of intangible assets, certain tangible assets, goodwill and deferred income tax assets described below are subject to change. The results of Incline's operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||||||||||
Acquisition related costs during the nine months ending September 30, 2013 of approximately $2.2 million for advisory, legal and regulatory costs incurred in connection with the Incline acquisition have been expensed in selling, general and administrative expenses. | |||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Upfront cash consideration | $ | 186,699 | |||||||||||||||
Fair value of contingent purchase price | 87,200 | ||||||||||||||||
Total preliminary estimated purchase price | $ | 273,899 | |||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 1,563 | |||||||||||||||
Prepaid expenses and other current assets | 624 | ||||||||||||||||
Fixed assets, net | 12,577 | ||||||||||||||||
In-process research and development | 250,000 | ||||||||||||||||
Goodwill | 99,956 | ||||||||||||||||
Other assets | 34 | ||||||||||||||||
Total Assets | $ | 364,754 | |||||||||||||||
Liabilities Assumed: | |||||||||||||||||
Accrued expenses | $ | 1,413 | |||||||||||||||
Contingent purchase price | 87,200 | ||||||||||||||||
Deferred tax liabilities | 89,442 | ||||||||||||||||
Total Liabilities | $ | 178,055 | |||||||||||||||
Total cash price paid upon acquisition | $ | 186,699 | |||||||||||||||
Recothrom | |||||||||||||||||
In February 2013, pursuant to a master transaction agreement with BMS, the Company acquired the right to sell, distribute and market Recothrom on a global basis for the collaboration term and BMS transferred to the Company certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. BMS also granted to the Company, under the master transaction agreement, an option to purchase from BMS and its affiliates, following the expiration or earlier termination of the collaboration term, certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom. | |||||||||||||||||
Under the master transaction agreement, the Company paid to BMS a one-time collaboration fee equal to $105 million and a one-time option fee equal to $10 million. The Company did not assume, and if the Company exercises the option, it will not assume, any pre-existing liabilities related to the Recothrom business, contingent or otherwise, arising prior to the collaboration period, and the Company did not acquire, and if the Company exercises the option, it will not acquire, any significant tangible assets related to the Recothrom business. Under the master transaction agreement, the Company agreed to pay to BMS quarterly tiered royalty payments during the collaboration term equal to a percentage of worldwide net sales of Recothrom. | |||||||||||||||||
If the Company exercises the option, it would, at the closing of the purchase of the option assets, acquire such assets and assume certain liabilities of BMS and its affiliates related to the assets and to pay to BMS a purchase price equal to the net book value of inventory included in the acquired assets, plus either: | |||||||||||||||||
• | a multiple of average net sales over each of the two 12-month periods preceding the closing of the purchase (unless the purchase closing occurs less than 24 months after February 8, 2013, in which case the measurement period would be the 12-month period preceding the purchase closing); or | ||||||||||||||||
• | if BMS has delivered a valid notice terminating the collaboration term early as a result of a material breach by the Company under the master transaction agreement, the amount described above plus an amount intended to give BMS the economic benefit of having received royalty fees for a 24-month collaboration term. | ||||||||||||||||
In connection with the master transaction agreement, the Company also entered into a supply agreement with BMS. Under the supply agreement, BMS or one or more of its affiliates will manufacture Recothrom and serve as the exclusive supplier of Recothrom to the Company during the collaboration term at specified purchase prices. | |||||||||||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Recothrom transaction to the underlying assets acquired by the Company based primarily upon the estimated fair values of those assets at the date of acquisition. | |||||||||||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of purchase price over the fair value amounts assigned to the assets acquired by the Company. The goodwill recorded as part of the acquisition is primarily related to cost synergies and the acquired assembled workforce. The Company expects this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||||||||||
The Company accounted for the transaction as a business combination since it acquired the biologics license application for Recothrom and certain related regulatory assets, employees and an option to acquire certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom (inputs), including the infrastructure to the sell the product (processes) and net sales of Recothrom (outputs). In addition, the Company has control over sales and marketing of the product during the collaboration period. The Company is finalizing the valuation of intangible assets. As a result, the preliminary measurements of intangible assets, goodwill and product rights are subject to change. | |||||||||||||||||
Acquisition related costs during the nine months ending September 30, 2013 of approximately $1.6 million for advisory, legal and regulatory costs incurred in connection with the Recothrom acquisition have been expensed in selling, general and administrative expenses. | |||||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Product license | $ | 32,000 | |||||||||||||||
Option | 62,000 | ||||||||||||||||
Goodwill | 21,000 | ||||||||||||||||
Total Assets | $ | 115,000 | |||||||||||||||
Total cash price paid upon acquisition | $ | 115,000 | |||||||||||||||
ProFibrix B.V. | |||||||||||||||||
In June 2013, the Company entered into a share purchase agreement (Purchase Agreement) with ProFibrix, the equityholders of ProFibrix, certain members of the management team of ProFibrix in their capacities as warrantors of certain information in the Purchase Agreement, and the holders of options to acquire equity interests in ProFibrix and Stichting ProFibrix Sellers Representative, solely in its capacity as representative. In connection with the signing of the Purchase Agreement, the Company paid ProFibrix a $10.0 million option payment for the right to acquire ProFibrix in the event that the Company was satisfied with the results of the then pending FINISH-3 Phase 3 clinical trial of Fibrocaps, a dry powder topical formulation of fibrogen and thrombin being developed for use as an aid to stop bleeding during surgery. On July 20, 2013, ProFibrix delivered to the Company the results of the Phase 3 trial. Following the Company’s review of the Phase 3 trial results, on August 2, 2013, the Company notified ProFibrix that it wished to proceed with the closing of its acquisition of ProFibrix. On August 5 2013, the Company completed its acquisition of ProFibrix, and ProFibrix became a wholly owned subsidiary of the Company. | |||||||||||||||||
Upon the closing of the transactions contemplated by the Purchase Agreement, the Company paid an aggregate purchase price of $90.9 million in cash in connection with its acquisition of all the outstanding equity of ProFibrix. The Company deposited $9.0 million of the purchase price into an escrow fund for the purpose of (i) securing the indemnification obligations of the ProFibrix equityholders and optionholders to the Company for any and all losses for which the Company is entitled to indemnification under the Purchase Agreement, and (ii) providing the source of recovery for any amounts payable to the Company as a result of the post-closing purchase price adjustment process. | |||||||||||||||||
Under the terms of the Purchase Agreement, the Company is also obligated to pay up to an aggregate of $140.0 million in cash to the ProFibrix equityholders and optionholders upon the achievement of certain U.S. and European regulatory approvals prior to January 1, 2016 and certain U.S. and European sales milestones during the 24 month period that follows the initial commercial sale of Fibrocaps. As a result of the Company's acquisition of ProFibrix, the Company acquired a portfolio of patents and patent applications, including patents licensed from Quadrant Drug Delivery Limited (Quadrant), which included the U.S. patent directed to the composition of matter of Fibrocaps. Under the terms of a license agreement between ProFibrix and Quadrant, the Company is required to pay low single digit percentage royalties based on annual worldwide net sales of licensed products, including Fibrocaps, by the Company or its affiliates and sublicensees. The royalties are subject to reduction in specified circumstances. | |||||||||||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the ProFibrix transaction to the underlying assets acquired and liabilities assumed by the Company, based primarily upon estimated fair values of those assets and liabilities at the date of acquisition and will classify the fair value of acquired IPR&D as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. | |||||||||||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed by the Company. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||||||||||
The Company accounted for the transaction as a business combination and is in the process of finalizing the valuation of intangible assets and fair value of the contingent purchase price. As a result, the preliminary measurements of intangible assets, certain tangible assets, goodwill and deferred income tax assets described below are subject to change. The results of ProFibrix's operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||||||||||
Acquisition related costs during the nine months ending September 30, 2013 of approximately $3.1 million for advisory, legal and regulatory costs incurred in connection with the ProFibrix acquisition have been expensed in selling, general and administrative expenses. | |||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Upfront cash consideration | $ | 100,879 | |||||||||||||||
Fair value of contingent purchase price | 82,550 | ||||||||||||||||
Total preliminary estimated purchase price | $ | 183,429 | |||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Fixed assets, net | $ | 124 | |||||||||||||||
In-process research and development | 176,000 | ||||||||||||||||
Goodwill | 51,311 | ||||||||||||||||
Total Assets | $ | 227,435 | |||||||||||||||
Liabilities Assumed: | |||||||||||||||||
Contingent purchase price | $ | 82,550 | |||||||||||||||
Deferred tax liabilities | 44,006 | ||||||||||||||||
Total Liabilities | $ | 126,556 | |||||||||||||||
Total cash price paid upon acquisition | $ | 100,879 | |||||||||||||||
The following unaudited pro forma financial information reflects the consolidated statement of income of the Company as if the acquisition of Incline and ProFibrix, and licensing for Recothrom had occurred as of January 1, 2012. The pro forma information includes adjustments for the amortization of intangible assets. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net revenue | $ | 174,282 | $ | 153,398 | $ | 509,214 | $ | 448,934 | |||||||||
Net (loss) income | $ | 4,739 | $ | (403 | ) | $ | 5,569 | $ | (73,131 | ) | |||||||
Basic earnings (loss) per common share | $ | 0.08 | $ | (0.01 | ) | $ | 0.1 | $ | (1.36 | ) | |||||||
Diluted earnings (loss) per common share | $ | 0.08 | $ | (0.01 | ) | $ | 0.09 | $ | (1.36 | ) | |||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
The changes in accumulated other comprehensive loss are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized gain on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive (loss) income before reclassifications | (2,147 | ) | (10 | ) | (2,157 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (2,147 | ) | (10 | ) | (2,157 | ) | |||||||
Balance at September 30, 2013 | $ | (2,972 | ) | $ | 49 | $ | (2,923 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||
Segment and Geographic Information | ' | |||||||||||||||||||||
Segment and Geographic Information | ||||||||||||||||||||||
The Company manages its business and operations as one segment and is focused on advancing the treatment of acute and intensive care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. Revenues reported to date are derived primarily from the sales of Angiomax in the United States. | ||||||||||||||||||||||
The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||
Net revenue: | ||||||||||||||||||||||
United States | $ | 159,193 | 91.30% | $ | 126,829 | 92.80% | $ | 462,979 | 92.10% | $ | 366,582 | 91.90% | ||||||||||
Europe | 12,134 | 7.00% | 7,974 | 5.80% | 33,217 | 6.60% | 26,785 | 6.70% | ||||||||||||||
Rest of world | 2,955 | 1.70% | 1,983 | 1.40% | 6,665 | 1.30% | 5,731 | 1.40% | ||||||||||||||
Total net revenue | $ | 174,282 | 100.00% | $ | 136,786 | 100.00% | $ | 502,861 | 100.00% | $ | 399,098 | 100.00% | ||||||||||
September 30, | December 31, | |||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Long-lived assets: | ||||||||||||||||||||||
United States | $ | 855,222 | 99.4 | % | $ | 161,909 | 99.4 | % | ||||||||||||||
Europe | 1,122 | 0.1 | % | 743 | 0.5 | % | ||||||||||||||||
Rest of world | 3,972 | 0.5 | % | 148 | 0.1 | % | ||||||||||||||||
Total long-lived assets | $ | 860,316 | 100 | % | $ | 162,800 | 100 | % | ||||||||||||||
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies at the earliest date at which the Company deems that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. | |
The Company is party to the legal proceedings described in Part II, Item 1, Legal Proceedings, of this quarterly report, which are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of the matters described in Part II, Item 1, Legal Proceedings, of this quarterly report, the Company believes that, the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to the Company's consolidated results of operations in any one accounting period. |
Collaboration_Agreements_Notes
Collaboration Agreements (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Collaboration Agreements [Abstract] | ' |
Collaboration Agreements | ' |
Collaboration Agreements | |
AstraZeneca | |
In April 2012, the Company entered into an agreement with AstraZeneca pursuant to which the Company and AstraZeneca agreed to collaborate globally to develop and commercialize certain acute ischemic heart disease compounds. Under the terms of the collaboration agreement, a joint development and research committee and a joint commercialization committee have been established to prepare and deliver a global development plan and a country-by-country collaboration and commercialization plan, respectively, related to BRILINTA and Angiomax and cangrelor. Implementation of these plans is subject to agreement between both parties. | |
The first joint activity agreed upon by the parties under the collaboration agreement was a four-year co-promotion arrangement for BRILINTA in the United States. The Company and AstraZeneca have not agreed as to any development and commercialization activities to be performed with respect to Angiomax and cangrelor or as to any terms under which such activities would be performed. | |
Pursuant to the co-promotion arrangement, the Company's sales force began supporting promotion activities for BRILINTA in May 2012. Under the terms of the collaboration agreement, AstraZeneca agreed to pay the Company base consideration fees for conducting BRILINTA co-promotion activities during the specified periods, plus additional consideration fees for the same periods, if specified performance targets are achieved with respect to the number of new prescriptions written during the specified periods. The Company recognizes as co-promotion revenue both the base consideration fee and the additional consideration related to new prescriptions of BRILINTA as performance requirements are met. The base consideration fee for a specified time period is recognized ratably as our sales force activities meet the required performance target. The additional consideration fee for a specified time period related to the number of new prescriptions of BRILINTA written during the time period is recognized when the number of new prescriptions of BRILINTA exceeds the required performance target for such period. As of September 30, 2013, the Company has recognized total co-promotion revenue of approximately $21.3 million from AstraZeneca under the global collaboration agreement. | |
At the end of the second year of the agreement, AstraZeneca may terminate the agreement if performance targets for the second year are not achieved. Conversely, the Company may terminate the agreement at such time if the performance targets for the second year are achieved. Either party may terminate the agreement at the end of the third year of the agreement. If AstraZeneca elects to terminate the agreement at the end of the third year and the performance targets for the third year have been achieved, AstraZeneca must pay the Company a termination fee of $5 million. | |
Alnylam Pharmaceuticals, Inc. | |
In February 2013, the Company entered into a license and collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam) to develop, manufacture and commercialize therapeutic products targeting the proprotein convertase subtilisin/kexin type 9 (PCSK9) gene, based on certain of Alnylam's RNA interference (RNAi) technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam's technology to develop, manufacture and commercialize PCSK-9 products for the treatment, palliation and/or prevention of all human diseases. Alnylam is responsible for the development costs of the products, subject to an agreed upon limit, until the completion of Phase 1 clinical studies. The Company is responsible for completing and funding the development costs of the products through commercialization, if successful. The Company paid Alnylam $25 million in an initial license payment, which the Company recorded as research and development expense. The Company has also agreed to pay up to an aggregate of $180 million in success-based development and commercialization milestones. In addition, the Company has agreed to pay specified royalties on net sales of these products. Royalties to Alnylam are payable by the Company on a product-by-product and country-by-country basis until the last to occur of the expiration of patent rights in the applicable country that cover the applicable product, the expiration of non-patent regulatory exclusivities for such product in such country, and the twelfth anniversary of the first commercial sale of the product in such country, subject to reduction in specified circumstances. The Company is also responsible for paying royalties, and in some cases, milestone payments, owed by Alnylam to its licensors with respect to intellectual property covering these products. As of September 30, 2013, other than the initial $25 million license payment, the Company has not made any payments to Alnylam under the agreement. |
Arbitration_Award_Notes
Arbitration Award (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Arbitration Award | ' |
Arbitration Award | |
The Company received a Demand for Arbitration filed by Eagle Pharmaceuticals, Inc. (Eagle) dated October 25, 2011. In the Demand for Arbitration, Eagle claimed that the Company had failed to meet its obligations under the license and development agreement between the Company, Eagle and certain other parties relating to the development of a new formulation of Angiomax, and to the Company's efforts to seek and obtain regulatory approval, market and sell that new formulation. As a result, Eagle alleged that it was damaged in an amount it believed exceeded $306.0 million. In January 2013, an arbitration hearing took place before a three person panel. On July 19, 2013, the Company received the final award determination from the three person arbitration panel deciding the matter, which directed that the Company pay Eagle $5.0 million and denied the remainder of Eagle's claims for $306.0 million in damages. The Company paid the $5.0 million award in the three months ended September 30, 2013, which was expensed in the second quarter 2013. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries or significant investments accounted for under the equity method. | |
The Company's results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or the fourth quarter of the fiscal year ending December 31, 2013. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2012 as filed with the SEC. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | ' |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Intangible Assets | ' |
Intangible Assets | |
Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |
In Process Research and Development | ' |
In-Process Research and Development | |
The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method," which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. IPR&D intangible assets which are determined to have had a drop in their fair value are adjusted downward and an expense recognized on the statement of income. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. | |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. | |
Contingent Purchase Price from Business Combinations | ' |
Contingent Purchase Price from Business Combinations | |
Subsequent to the acquisition date, the Company measures contingent consideration arrangements at fair value for each period with changes in fair value recognized in operating earnings. Changes in fair values reflect new information about the likelihood of the payment of the contingent consideration and the passage of time. In the absence of new information, changes in fair value reflect only the passage of time as development work towards the achievement of the milestones progresses. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Long-lived assets, such as property, plant and equipment and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. | |
Research and Development | ' |
Research and Development | |
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | |
Other Comprehensive Income | ' |
Other Comprehensive Income | |
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities and recorded and presented net of income tax and foreign currency translation. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In February 2013, the FASB amended its guidance to require an entity to present the effect of certain significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. The new accounting guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance is effective prospectively for fiscal years beginning after December 15, 2012. The Company adopted these new provisions for the quarter beginning January 1, 2013. As the guidance requires additional presentation only, there was no impact to the Company's consolidated results of operations or financial position. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted | ||||||||||||||||
Net income attributable to The Medicines Company | $ | 7,793 | $ | 9,265 | $ | 14,314 | $ | 30,591 | ||||||||
Weighted average common shares outstanding, basic | 59,231 | 52,896 | 56,296 | 53,653 | ||||||||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes | 3,942 | 2,249 | 4,214 | 1,802 | ||||||||||||
Weighted average common shares outstanding, diluted | 63,173 | 55,145 | 60,510 | 55,455 | ||||||||||||
Earnings per share attributable to The Medicines Company, basic | $ | 0.13 | $ | 0.18 | $ | 0.25 | $ | 0.57 | ||||||||
Earnings per share attributable to The Medicines Company, diluted | $ | 0.12 | $ | 0.17 | $ | 0.24 | $ | 0.55 | ||||||||
Cash_Cash_Equivalents_and_Avai1
Cash, Cash Equivalents and Available for Sale Securities (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | ' | |||||||||||||||||||||||||||||||
Available-for-sale Securities | ' | |||||||||||||||||||||||||||||||
Available for sale securities, including carrying value and estimated fair values, are summarized as follows: | ||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Cost | Fair Value | Carrying | Unrealized | Cost | Fair Value | Carrying | Unrealized | |||||||||||||||||||||||||
Value | Gain | Value | Gain | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
U.S. government agency notes | $ | — | $ | — | $ | — | $ | — | $ | 7,093 | $ | 7,097 | $ | 7,097 | $ | 4 | ||||||||||||||||
Corporate debt securities | — | — | — | — | 43,772 | 43,778 | 43,778 | 6 | ||||||||||||||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 50,865 | $ | 50,875 | $ | 50,875 | $ | 10 | ||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value, Measurement Inputs | ' | |||||||||||||||||||||||||||||||
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability: | ||||||||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of September 30, 2013 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2012 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 46,019 | $ | — | $ | — | $ | 46,019 | $ | 14,751 | $ | — | $ | — | $ | 14,751 | ||||||||||||||||
U.S. government agency notes | — | — | — | — | — | 7,097 | — | 7,097 | ||||||||||||||||||||||||
Corporate debt securities | — | — | — | — | — | 43,778 | — | 43,778 | ||||||||||||||||||||||||
Total assets at fair value | $ | 46,019 | $ | — | $ | — | $ | 46,019 | $ | 14,751 | $ | 50,875 | $ | — | $ | 65,626 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 188,554 | $ | 188,554 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 188,554 | $ | 188,554 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | ||||||||||||||||
Fair Value Inputs, Quantitative Information | ' | |||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
September 30, 2013 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,424 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 99,900 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 80% (75%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | |||||||||||||||||||||||||||||||
Discount Rate | 22% | |||||||||||||||||||||||||||||||
ProFibrix: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 83,230 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | |||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 4.9% - 17.5% | |||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
December 31, 2012 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 18,971 | Probability-adjusted discounted cash flow | Probabilities of success | 20% - 60% (49%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013 - 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||||||||||||||||||
The changes in fair value of the Company's Level 3 contingent purchase price during the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 100,524 | $ | 21,568 | $ | 18,971 | $ | 20,431 | ||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Incline as of January 4, 2013 | — | — | 87,200 | — | ||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to ProFibrix as of August 5, 2013 | 82,550 | 82,550 | ||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net income | 5,480 | 1,065 | (167 | ) | 2,202 | |||||||||||||||||||||||||||
Balance at end of period | $ | 188,554 | $ | 22,633 | $ | 188,554 | $ | 22,633 | ||||||||||||||||||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 45,024 | $ | 40,244 | |||||
Work-in-progress | 25,546 | 26,594 | |||||||
Finished goods | 20,929 | 9,517 | |||||||
Total | $ | 91,499 | $ | 76,355 | |||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | ' | |||||||||||||||||||||||||
The following information details the carrying amounts and accumulated amortization of the Company's intangible assets subject to amortization: | ||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Customer relationships | 8 years | $ | 7,457 | $ | (5,250 | ) | $ | 2,207 | $ | 7,457 | $ | (4,106 | ) | $ | 3,351 | |||||||||||
Selling rights agreements | 5.7 years | 9,125 | (5,270 | ) | 3,855 | 9,125 | (3,469 | ) | 5,656 | |||||||||||||||||
Trademarks | 8 years | 3,024 | (2,129 | ) | 895 | 3,024 | (1,665 | ) | 1,359 | |||||||||||||||||
Product licenses | 5.7 years | 71,000 | (14,999 | ) | 56,001 | 39,000 | (1,129 | ) | 37,871 | |||||||||||||||||
Cleviprex milestones | 13 years | 2,000 | (184 | ) | 1,816 | 2,000 | (161 | ) | 1,839 | |||||||||||||||||
Total | 6.1 years | $ | 92,606 | $ | (27,832 | ) | $ | 64,774 | $ | 60,606 | $ | (10,530 | ) | $ | 50,076 | |||||||||||
Schedule of Indefinite-lived Intangible Assets by Major Class | ' | |||||||||||||||||||||||||
The following information details the carrying amounts of the Company's intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 495,500 | — | $ | 495,500 | $ | 69,500 | — | $ | 69,500 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | — | — | — | ||||||||||||||||||||
Total | $ | 557,500 | — | $ | 557,500 | $ | 69,500 | — | $ | 69,500 | ||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013: | ||||||||||||||||||||||||||
30-Sep-13 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance at January 1, 2013 | $ | 14,671 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | 99,956 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | 21,000 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | 51,311 | |||||||||||||||||||||||||
Translation adjustments | (117 | ) | ||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 186,821 | ||||||||||||||||||||||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Debt Liability Component | ' | |||||||||||||||
The Notes consisted of the following: | ||||||||||||||||
Liability component | September 30, | December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||||||
Less: Debt discount, net(1) | (41,456 | ) | (48,891 | ) | ||||||||||||
Net carrying amount | $ | 233,544 | $ | 226,109 | ||||||||||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method. | ||||||||||||||||
Schedule of Debt Interest Expense | ' | |||||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
Contractual interest expense | $ | 945 | $ | 949 | $ | 2,836 | $ | 1,156 | ||||||||
Amortization of debt issuance costs | 301 | 268 | 872 | 326 | ||||||||||||
Amortization of debt discount | 2,519 | 2,389 | 7,434 | 2,908 | ||||||||||||
Total | $ | 3,765 | $ | 3,606 | $ | 11,142 | $ | 4,390 | ||||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | 6.02 | % | ||||||||
Restructuring_Costs_and_Other_1
Restructuring Costs and Other, Net (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Schedule of Restructuring and Related Costs | ' | |||||||||||||||||||
Details of the activities described above and the movement in the accrual during the nine-month period ended September 30, 2013 are as follows: | ||||||||||||||||||||
Balance as of December 31, 2012 | Expenses, Net | Cash | Noncash | Balance as of September 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
2011 Leipzig closure other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2013 workforce reduction | — | 6,358 | (5,647 | ) | (289 | ) | 422 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,647 | ) | $ | (1,298 | ) | $ | 422 | ||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Incline Therapeutics, Inc. [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Estimated Purchase Price | ' | ||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Upfront cash consideration | $ | 186,699 | |||||||||||||||
Fair value of contingent purchase price | 87,200 | ||||||||||||||||
Total preliminary estimated purchase price | $ | 273,899 | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 1,563 | |||||||||||||||
Prepaid expenses and other current assets | 624 | ||||||||||||||||
Fixed assets, net | 12,577 | ||||||||||||||||
In-process research and development | 250,000 | ||||||||||||||||
Goodwill | 99,956 | ||||||||||||||||
Other assets | 34 | ||||||||||||||||
Total Assets | $ | 364,754 | |||||||||||||||
Liabilities Assumed: | |||||||||||||||||
Accrued expenses | $ | 1,413 | |||||||||||||||
Contingent purchase price | 87,200 | ||||||||||||||||
Deferred tax liabilities | 89,442 | ||||||||||||||||
Total Liabilities | $ | 178,055 | |||||||||||||||
Total cash price paid upon acquisition | $ | 186,699 | |||||||||||||||
Bristol-Myers Squibb [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Product license | $ | 32,000 | |||||||||||||||
Option | 62,000 | ||||||||||||||||
Goodwill | 21,000 | ||||||||||||||||
Total Assets | $ | 115,000 | |||||||||||||||
Total cash price paid upon acquisition | $ | 115,000 | |||||||||||||||
ProFibrix [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Estimated Purchase Price | ' | ||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Upfront cash consideration | $ | 100,879 | |||||||||||||||
Fair value of contingent purchase price | 82,550 | ||||||||||||||||
Total preliminary estimated purchase price | $ | 183,429 | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (in thousands) | ||||||||||||||||
Fixed assets, net | $ | 124 | |||||||||||||||
In-process research and development | 176,000 | ||||||||||||||||
Goodwill | 51,311 | ||||||||||||||||
Total Assets | $ | 227,435 | |||||||||||||||
Liabilities Assumed: | |||||||||||||||||
Contingent purchase price | $ | 82,550 | |||||||||||||||
Deferred tax liabilities | 44,006 | ||||||||||||||||
Total Liabilities | $ | 126,556 | |||||||||||||||
Total cash price paid upon acquisition | $ | 100,879 | |||||||||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||||||||||
The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net revenue | $ | 174,282 | $ | 153,398 | $ | 509,214 | $ | 448,934 | |||||||||
Net (loss) income | $ | 4,739 | $ | (403 | ) | $ | 5,569 | $ | (73,131 | ) | |||||||
Basic earnings (loss) per common share | $ | 0.08 | $ | (0.01 | ) | $ | 0.1 | $ | (1.36 | ) | |||||||
Diluted earnings (loss) per common share | $ | 0.08 | $ | (0.01 | ) | $ | 0.09 | $ | (1.36 | ) | |||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Accumulated Other Comprehensive Loss | ' | ||||||||||||
The changes in accumulated other comprehensive loss are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized gain on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive (loss) income before reclassifications | (2,147 | ) | (10 | ) | (2,157 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (2,147 | ) | (10 | ) | (2,157 | ) | |||||||
Balance at September 30, 2013 | $ | (2,972 | ) | $ | 49 | $ | (2,923 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||
Reconciliation of Revenue from Segments to Consolidated | ' | |||||||||||||||||||||
The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||
Net revenue: | ||||||||||||||||||||||
United States | $ | 159,193 | 91.30% | $ | 126,829 | 92.80% | $ | 462,979 | 92.10% | $ | 366,582 | 91.90% | ||||||||||
Europe | 12,134 | 7.00% | 7,974 | 5.80% | 33,217 | 6.60% | 26,785 | 6.70% | ||||||||||||||
Rest of world | 2,955 | 1.70% | 1,983 | 1.40% | 6,665 | 1.30% | 5,731 | 1.40% | ||||||||||||||
Total net revenue | $ | 174,282 | 100.00% | $ | 136,786 | 100.00% | $ | 502,861 | 100.00% | $ | 399,098 | 100.00% | ||||||||||
Reconciliation of Assets from Segment to Consolidated | ' | |||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Long-lived assets: | ||||||||||||||||||||||
United States | $ | 855,222 | 99.4 | % | $ | 161,909 | 99.4 | % | ||||||||||||||
Europe | 1,122 | 0.1 | % | 743 | 0.5 | % | ||||||||||||||||
Rest of world | 3,972 | 0.5 | % | 148 | 0.1 | % | ||||||||||||||||
Total long-lived assets | $ | 860,316 | 100 | % | $ | 162,800 | 100 | % | ||||||||||||||
Nature_of_Business_Details
Nature of Business (Details) | 9 Months Ended |
Sep. 30, 2013 | |
product | |
drugs | |
productcandidate | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of late stage development product Candidates | 4 |
Number of generic drugs | 10 |
Number of generic products sold | 3 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Recorded stock-based compensation expense | $5.40 | $3.80 | $15.90 | $11.10 |
Total unrecognized compensation costs related to non-vested share-based compensation. | 26.2 | ' | 26.2 | ' |
Weighted average period over which costs will be recognized | ' | ' | '1 year 4 months 24 days | ' |
Common stock shares issued during period to award payment (shares) | ' | ' | 9,733,369 | 1,660,194 |
Cash received from exercise of stock options and purchases | ' | ' | $59.20 | $20.10 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Option [Member] | Option [Member] | Option [Member] | Option [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to The Medicines Company | $7,793,000 | $9,265,000 | $14,314,000 | $30,591,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding, basic (shares) | 59,231,000 | 52,896,000 | 56,296,000 | 53,653,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes (shares) | 3,942,000 | 2,249,000 | 4,214,000 | 1,802,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding, diluted (shares) | 63,173,000 | 55,145,000 | 60,510,000 | 55,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings per common share attributable to The Medicines Company, basic (USD per share) | $0.13 | $0.18 | $0.25 | $0.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings per common share attributable to The Medicines Company, diluted (USD per share) | $0.12 | $0.17 | $0.24 | $0.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive common stock shares excluded from computation of earnings per share | ' | ' | ' | ' | ' | 1,212,973 | 1,238,841 | ' | 2,344,929 | 2,750,027 | 2,585,993 | 3,156,309 | 0 | 7,500 | 0 | 100,480 |
Convertible senior notes (due 2017) | $233,544,000 | ' | $233,544,000 | ' | $226,109,000 | ' | ' | $275,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | 1.38% | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exercisable upon conversion | 9,800,000 | ' | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price (USD per share) | $34.20 | ' | $34.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Provision for (benefit from) income taxes | $16,068,000 | $6,172,000 | $17,163,000 | $18,897,000 |
Effective income tax rate | 67.50% | 40.00% | 54.80% | 38.20% |
Income tax benefit from reinstatement | ' | ' | $2,400,000 | ' |
Cash_Cash_Equivalents_and_Avai2
Cash, Cash Equivalents and Available for Sale Securities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Cash | $416,300,000 | $504,700,000 |
Investments in cash equivalents | 46,000,000 | 14,700,000 |
Cost | 0 | 50,865,000 |
Available for sale securities (Fair value/Carrying value) | 0 | 50,875,000 |
Unrealized Gain | 0 | 10,000 |
Restricted cash | 1,577,000 | 1,571,000 |
Restricted cash outstanding, letters of credit used for collateral | 1,000,000 | 1,000,000 |
Restricted cash guaranteed, investment certificate for collateral | 300,000 | 300,000 |
Restricted cash and cash equivalents, foreign tender | 300,000 | 300,000 |
U.S. government agencies notes [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Cost | 0 | 7,093,000 |
Available for sale securities (Fair value/Carrying value) | 0 | 7,097,000 |
Unrealized Gain | 0 | 4,000 |
Corporate debt securities [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Cost | 0 | 43,772,000 |
Available for sale securities (Fair value/Carrying value) | 0 | 43,778,000 |
Unrealized Gain | $0 | $6,000 |
Fair_Value_Measurements_Measur
Fair Value Measurements (Measurement Inputs) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||||
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | $188,554 | ' | $18,971 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 46,019 | ' | 14,751 | ' | ' | ' |
U.S. government agency notes | 0 | ' | 0 | ' | ' | ' |
Corporate debt securities | 0 | ' | 0 | ' | ' | ' |
Total assets at fair value | 46,019 | ' | 14,751 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 0 | ' | 0 | ' | ' | ' |
Total liabilities at fair value | 0 | ' | 0 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 0 | ' | 0 | ' | ' | ' |
U.S. government agency notes | 0 | ' | 7,097 | ' | ' | ' |
Corporate debt securities | 0 | ' | 43,778 | ' | ' | ' |
Total assets at fair value | 0 | ' | 50,875 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 0 | ' | 0 | ' | ' | ' |
Total liabilities at fair value | 0 | ' | 0 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 0 | ' | 0 | ' | ' | ' |
U.S. government agency notes | 0 | ' | 0 | ' | ' | ' |
Corporate debt securities | 0 | ' | 0 | ' | ' | ' |
Total assets at fair value | 0 | ' | 0 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 188,554 | 100,524 | 18,971 | 22,633 | 21,568 | 20,431 |
Total liabilities at fair value | 188,554 | ' | 18,971 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 46,019 | ' | 14,751 | ' | ' | ' |
U.S. government agency notes | 0 | ' | 7,097 | ' | ' | ' |
Corporate debt securities | 0 | ' | 43,778 | ' | ' | ' |
Total assets at fair value | 46,019 | ' | 65,626 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 188,554 | ' | 18,971 | ' | ' | ' |
Total liabilities at fair value | $188,554 | ' | $18,971 | ' | ' | ' |
Fair_Value_Measurements_Quanti
Fair Value Measurements (Quantitative Information for Level 3 Transfers) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 188,554 | 18,971 |
Targanta [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 5,424 | 18,971 |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 20.00% | 49.00% |
Discount rate | 11.00% | 11.00% |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | ' | 20.00% |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | Maximum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | ' | 60.00% |
Incline Therapeutics, Inc. [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 99,900 | ' |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 75.00% | ' |
Discount rate | 22.00% | ' |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 60.00% | ' |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | Maximum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 80.00% | ' |
ProFibrix [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 83,230 | ' |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 91.00% | ' |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 5.00% | ' |
Discount rate | 4.90% | ' |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | Maximum [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 95.00% | ' |
Discount rate | 17.50% | ' |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | ProFibrix [Member] | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Measurment, Contingent Purchase Price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | $188,554 | $18,971 | $100,524 | $21,568 | $18,971 | $20,431 | ' | ' | ' | ' | ' | ' |
Fair value of contingent purchase price with respect to Incline as of January 4, 2013 | ' | ' | ' | ' | ' | ' | 0 | 0 | 87,200 | 0 | 82,550 | 82,550 |
Fair value adjustment to contingent purchase price included in net income | ' | ' | 5,480 | 1,065 | -167 | 2,202 | ' | ' | ' | ' | ' | ' |
Balance at end of period | $188,554 | $18,971 | $188,554 | $22,633 | $188,554 | $22,633 | ' | ' | ' | ' | ' | ' |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $45,024 | $40,244 |
Work-in-progress | 25,546 | 26,594 |
Finished goods | 20,929 | 9,517 |
Total | $91,499 | $76,355 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 05, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 |
Bristol-Myers Squibb [Member] | Bristol-Myers Squibb [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | Recothrom Option [Member] | Recothrom Option [Member] | Customer relationships [Member] | Customer relationships [Member] | Selling rights agreement [Member] | Selling rights agreement [Member] | Trademarks [Member] | Trademarks [Member] | Product licenses [Member] | Product licenses [Member] | Product licenses [Member] | Cleviprex milstones [Member] | Cleviprex milstones [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | |||
Bristol-Myers Squibb [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | |||||||||||||||||||||
Intangible Assets and Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Useful Life | '6 years 1 month 6 days | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | '8 years | ' | '5 years 8 months 12 days | ' | '8 years | ' | '5 years 8 months 12 days | ' | ' | '13 years | ' | ' | ' | ' |
Gross Carrying Amount | $92,606 | $60,606 | ' | ' | ' | ' | ' | ' | ' | ' | $7,457 | $7,457 | $9,125 | $9,125 | $3,024 | $3,024 | $71,000 | $39,000 | ' | $2,000 | $2,000 | ' | ' | ' |
Accumulated Amortization | -27,832 | -10,530 | ' | ' | ' | ' | ' | ' | ' | ' | -5,250 | -4,106 | -5,270 | -3,469 | -2,129 | -1,665 | -14,999 | -1,129 | ' | -184 | -161 | ' | ' | ' |
Net Carrying Amount | 64,774 | 50,076 | ' | ' | ' | ' | ' | ' | ' | ' | 2,207 | 3,351 | 3,855 | 5,656 | 895 | 1,359 | 56,001 | 37,871 | ' | 1,816 | 1,839 | ' | ' | ' |
Collaboration term | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | ' | ' | 176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | ' | 250,000 | 250,000 | 176,000 |
Option | ' | ' | 62,000 | ' | 62,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indefinite-lived Intangible Assets | $557,500 | $69,500 | ' | ' | ' | ' | $495,500 | $69,500 | $62,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Future Amortization Expense) (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Future Amortization Expense, Remainder of Fiscal Year | $6.20 |
Future Amortization Expense, 2014 | 26 |
Future Amortization Expense, 2015 | 5.9 |
Future Amortization Expense, 2016 | 4.5 |
Future Amortization Expense, 2017 | 4.6 |
Future Amortization Expense, 2018 | 4.6 |
Future Amortization Expense, after Year 2018 | $13 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Goodwill) (Details) (USD $) | 9 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 05, 2013 |
Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Recothrom [Member] | ProFibrix [Member] | ProFibrix [Member] | ||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' |
Goodwill beginning balance | $14,671 | ' | $99,956 | ' | ' | $51,311 |
Goodwill acquired | ' | 99,956 | ' | 21,000 | 51,311 | ' |
Translation adjustments | -117 | ' | ' | ' | ' | ' |
Goodwill ending balance | $186,821 | ' | $99,956 | ' | ' | $51,311 |
Convertible_Senior_Notes_Narra
Convertible Senior Notes Narrative (Details) (USD $) | 9 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | |
day | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' |
Senior notes | $233,544,000 | $226,109,000 | $275,000,000 |
Interest rate | ' | ' | 1.38% |
Proceeds from offering | ' | ' | 266,200,000 |
Trading period | 20 | ' | ' |
Consecutive trading period | '30 days | ' | ' |
Percent of conversion price | 130.00% | ' | ' |
Measurement period | '5 days | ' | ' |
Principal amount in covenant | $1,000 | ' | ' |
Percent of trading price | 98.00% | ' | ' |
Conversion ratio | 0.358038 | ' | ' |
Conversion price | $27.93 | ' | ' |
Percent of principal amount plus accrued and unpaid interest | 100.00% | ' | ' |
Percent of principal amount | 25.00% | ' | ' |
Percent of principal amount, plus accrued and unpaid interest, due and payable | 100.00% | ' | ' |
Percent of principal amount, plus accrued and unpaid interest, due and payable if bankruptcy, insolvency or reorganization occurs | 100.00% | ' | ' |
Initial discount amortization period | '5 years | ' | ' |
Convertible_Senior_Notes_Liabi
Convertible Senior Notes (Liability Component) (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | |||
Debt Disclosure [Abstract] | ' | ' | ||
Principal | $275,000,000 | $275,000,000 | ||
Less: Debt discount, net | -41,456,000 | [1] | -48,891,000 | [1] |
Net carrying amount | 233,544,000 | 226,109,000 | ||
Fair value of Notes | $249,600,000 | ' | ||
Remaining contractual life | '3 years 8 months 12 days | ' | ||
[1] | Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method. |
Convertible_Senior_Notes_Inter
Convertible Senior Notes (Interest Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Contractual interest expense | $945 | $949 | $2,836 | $1,156 |
Amortization of debt issuance costs | 301 | 268 | 872 | 326 |
Amortization of debt discount | 2,519 | 2,389 | 7,434 | 2,908 |
Total interest expense | $3,765 | $3,606 | $11,142 | $4,390 |
Effective interest rate of the liability component | 6.02% | 6.02% | 6.02% | 6.02% |
Convertible_Senior_Notes_Note_
Convertible Senior Notes (Note Hedges) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Aggregate amount of hedge | ' | $58.20 |
Shares exercisable upon conversion | 9,800,000 | ' |
Fair value of Note Hedge | $96.10 | ' |
Convertible_Senior_Notes_Warra
Convertible Senior Notes (Warrants) (Details) (USD $) | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 |
Debt Disclosure [Abstract] | ' |
Proceeds from sale of warrants | $38.40 |
Shares exercisable upon conversion | 9,800,000 |
Strike price (USD per share) | $34.20 |
Treasury_Stock_Details
Treasury Stock (Details) (USD $) | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 05, 2012 | Sep. 30, 2013 |
Stockholders' Equity Note [Abstract] | ' | ' |
Authorized repurchase amount | $50 | ' |
Number of shares held in treasury | ' | 2,192,982 |
Restructuring_Costs_and_Other_2
Restructuring Costs and Other, Net (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
employees | ||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Number of employees reduced | 66 | ' | ' | ' |
Restructuring charges | ' | $6,358,000 | ' | ' |
Payments for restructuring | ' | 5,647,000 | 800,000 | 300,000 |
Employee serverance and other personnel benefits: | ' | ' | ' | ' |
Restructuring Reserve, Beginning of Period | ' | 1,009,000 | ' | ' |
Expenses, Net | ' | 6,358,000 | ' | ' |
Cash | ' | -5,647,000 | -800,000 | -300,000 |
Noncash | ' | -1,298,000 | -300,000 | ' |
Restructuring Reserve, End of Period | ' | 422,000 | 1,009,000 | ' |
Leipzig Closure and Other Associated Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring charges | ' | 0 | ' | ' |
Payments for restructuring | ' | 0 | ' | ' |
Employee serverance and other personnel benefits: | ' | ' | ' | ' |
Restructuring Reserve, Beginning of Period | ' | 1,009,000 | ' | ' |
Expenses, Net | ' | 0 | ' | ' |
Cash | ' | 0 | ' | ' |
Noncash | ' | -1,009,000 | ' | ' |
Restructuring Reserve, End of Period | ' | 0 | ' | ' |
Leipzig Closure 2011 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring charges | ' | ' | 200,000 | 2,200,000 |
Employee serverance and other personnel benefits: | ' | ' | ' | ' |
Expenses, Net | ' | ' | 200,000 | 2,200,000 |
2013 workforce reduction [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring charges | ' | 6,358,000 | ' | ' |
Expected restructuring payments during remainder of 2013 | ' | 400,000 | ' | ' |
Payments for restructuring | ' | 5,647,000 | ' | ' |
Employee serverance and other personnel benefits: | ' | ' | ' | ' |
Restructuring Reserve, Beginning of Period | ' | 0 | ' | ' |
Expenses, Net | ' | 6,358,000 | ' | ' |
Cash | ' | -5,647,000 | ' | ' |
Noncash | ' | -289,000 | ' | ' |
Restructuring Reserve, End of Period | ' | $422,000 | ' | ' |
Acquisitions_Incline_Therapeut
Acquisitions (Incline Therapeutics, Inc.) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Jan. 31, 2013 |
Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | Maximum [Member] | |||
Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses | ' | ' | $155,200,000 | ' | ' | ' | $205,000,000 |
Additional payment | ' | ' | 13,000,000 | ' | ' | ' | ' |
Escrow deposit | ' | ' | 18,500,000 | ' | ' | ' | ' |
Acquisition related costs | ' | ' | ' | 2,200,000 | ' | ' | ' |
Estimated Purchase Price | ' | ' | ' | ' | ' | ' | ' |
Upfront cash consideration | ' | ' | 186,699,000 | ' | ' | ' | ' |
Fair value of contingent purchase price | ' | ' | 87,200,000 | ' | ' | ' | ' |
Total preliminary estimated purchase price | ' | ' | 273,899,000 | ' | ' | ' | ' |
Assets Acquired: | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 1,563,000 | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | 624,000 | ' | ' | ' | ' |
Fixed assets, net | ' | ' | 12,577,000 | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | ' | 250,000,000 | 250,000,000 | ' |
Goodwill | 186,821,000 | 14,671,000 | 99,956,000 | ' | ' | ' | ' |
Other assets | ' | ' | 34,000 | ' | ' | ' | ' |
Total Assets | ' | ' | 364,754,000 | ' | ' | ' | ' |
Liabilities Assumed: | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | 1,413,000 | ' | ' | ' | ' |
Contingent purchase price | ' | ' | 87,200,000 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | 89,442,000 | ' | ' | ' | ' |
Total Liabilities | ' | ' | 178,055,000 | ' | ' | ' | ' |
Total cash price paid upon acquisition | ' | ' | $186,699,000 | ' | ' | ' | ' |
Acquisitions_Recothrom_Details
Acquisitions (Recothrom) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 |
Bristol-Myers Squibb [Member] | Bristol-Myers Squibb [Member] | Product License [Member] | |||
period | Bristol-Myers Squibb [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Option fee | ' | ' | $105,000,000 | ' | ' |
Assets acquired and liabilities assumed | ' | ' | 10,000,000 | ' | ' |
Number of periods preceding closing of purchase | ' | ' | 2 | ' | ' |
Period preceding closing of purchase | ' | ' | '12 months | ' | ' |
Period of collaboration term | ' | ' | '24 months | ' | ' |
Acquisition related costs | ' | ' | ' | 1,600,000 | ' |
Assets Acquired: | ' | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | ' | 32,000,000 |
Option | ' | ' | 62,000,000 | ' | ' |
Goodwill | 186,821,000 | 14,671,000 | 21,000,000 | ' | ' |
Total Assets | ' | ' | 115,000,000 | ' | ' |
Total cash price paid upon acquisition | ' | ' | $115,000,000 | ' | ' |
Acquisitions_ProFibrix_BV_Deta
Acquisitions (ProFibrix BV) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 05, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 05, 2013 | Jun. 30, 2013 | Aug. 05, 2013 | |
ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | License Agreement Terms [Member] | |||||||
ProFibrix [Member] | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option payment | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' |
Agreement payments to acquire intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,900,000 |
Escrow deposit | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | ' | ' | 140,000,000 | ' | ' |
Acquisition related costs | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' |
Estimated Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront cash consideration | ' | ' | ' | ' | ' | ' | ' | 100,879,000 | ' | ' |
Fair value of contingent purchase price | ' | ' | ' | ' | ' | ' | ' | 82,550,000 | ' | ' |
Total preliminary estimated purchase price | ' | ' | ' | ' | ' | ' | ' | 183,429,000 | ' | ' |
Assets Acquired: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed assets, net | ' | ' | ' | ' | ' | ' | ' | 124,000 | ' | ' |
Intangible asset | ' | ' | ' | ' | ' | ' | ' | 176,000,000 | ' | ' |
Goodwill | 186,821,000 | ' | 186,821,000 | ' | ' | 14,671,000 | ' | 51,311,000 | ' | ' |
Total Assets | ' | ' | ' | ' | ' | ' | ' | 227,435,000 | ' | ' |
Total cash price paid upon acquisition | ' | ' | ' | ' | ' | ' | ' | 100,879,000 | ' | ' |
Liabilities Assumed: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | 44,006,000 | ' | ' |
Contingent purchase price | ' | ' | ' | ' | ' | ' | ' | 82,550,000 | ' | ' |
Total Liabilities | ' | ' | ' | ' | ' | ' | ' | 126,556,000 | ' | ' |
Pro Forma Information: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | 174,282,000 | 153,398,000 | 509,214,000 | 448,934,000 | ' | ' | ' | ' | ' | ' |
Net (loss) income | $4,739,000 | ($403,000) | $5,569,000 | ($73,131,000) | ' | ' | ' | ' | ' | ' |
Basic earnings (loss) per common share (USD per share) | $0.08 | ($0.01) | $0.10 | ($1.36) | ' | ' | ' | ' | ' | ' |
Diluted earnings (loss) per common share (USD per share) | $0.08 | ($0.01) | $0.09 | ($1.36) | ' | ' | ' | ' | ' | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | ($766) | |
Other comprehensive (loss) income before reclassifications | -2,157 | |
Amounts reclassified from accumulated other comprehensive income | 0 | [1] |
Total other comprehensive (loss) income | -2,157 | |
Ending balance | -2,923 | |
Foreign Currency Translation Adjustment [Member] | ' | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | -825 | |
Other comprehensive (loss) income before reclassifications | -2,147 | |
Amounts reclassified from accumulated other comprehensive income | 0 | [1] |
Total other comprehensive (loss) income | -2,147 | |
Ending balance | -2,972 | |
Unrealized Gain on Available for Sale Securities [Member] | ' | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | 59 | |
Other comprehensive (loss) income before reclassifications | -10 | |
Amounts reclassified from accumulated other comprehensive income | 0 | [1] |
Total other comprehensive (loss) income | -10 | |
Ending balance | $49 | |
[1] | Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 1 | ' | ' |
Net revenue | $174,282 | $136,786 | $502,861 | $399,098 | ' |
Percentage of revenue by geographic segments | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Long-lived assets | 860,316 | ' | 860,316 | ' | 162,800 |
Percentage of long-lived assets by geographic segments | 100.00% | ' | 100.00% | ' | 100.00% |
United States [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 159,193 | 126,829 | 462,979 | 366,582 | ' |
Percentage of revenue by geographic segments | 91.30% | 92.80% | 92.10% | 91.90% | ' |
Long-lived assets | 855,222 | ' | 855,222 | ' | 161,909 |
Percentage of long-lived assets by geographic segments | 99.40% | ' | 99.40% | ' | 99.40% |
Europe [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 12,134 | 7,974 | 33,217 | 26,785 | ' |
Percentage of revenue by geographic segments | 7.00% | 5.80% | 6.60% | 6.70% | ' |
Long-lived assets | 1,122 | ' | 1,122 | ' | 743 |
Percentage of long-lived assets by geographic segments | 0.10% | ' | 0.10% | ' | 0.50% |
Rest of world [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 2,955 | 1,983 | 6,665 | 5,731 | ' |
Percentage of revenue by geographic segments | 1.70% | 1.40% | 1.30% | 1.40% | ' |
Long-lived assets | $3,972 | ' | $3,972 | ' | $148 |
Percentage of long-lived assets by geographic segments | 0.50% | ' | 0.50% | ' | 0.10% |
Collaboration_Agreements_Detai
Collaboration Agreements (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Co-promotion income | $4,423,000 | $3,750,000 | $12,241,000 | $6,250,000 |
AstraZeneca [Member] | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Term for co-promotion | ' | ' | '4 years | ' |
Co-promotion income | ' | ' | 21,300,000 | ' |
Termination fee | ' | ' | 5,000,000 | ' |
Alnylam Pharmaceuticals, Inc. [Member] | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Initial payment | 25,000,000 | ' | 25,000,000 | ' |
Maximum payment for success-based development and commercialization milestones | ' | ' | $180,000,000 | ' |
Arbitration_Award_Details
Arbitration Award (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Jul. 19, 2013 | Sep. 30, 2013 | Oct. 25, 2011 |
people | Minimum [Member] | ||
Loss Contingencies [Line Items] | ' | ' | ' |
Loss contingencies related to litigation matters | ' | ' | $306 |
Number of people in panel | 3 | ' | ' |
Payment | ' | $5 | ' |