Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 27, 2014 | Jun. 28, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'MEDICINES CO /DE | ' | ' |
Entity Central Index Key | '0001113481 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1,727,306,514 |
Entity Common Stock, Shares Outstanding | ' | 64,675,662 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $376,727 | $519,446 |
Available for sale securities | 0 | 50,875 |
Accrued interest receivable | 2 | 348 |
Accounts receivable, net of allowances of approximately $28.6 million and $17.7 million at December 31, 2013 and 2012 | 101,585 | 85,893 |
Inventory | 87,105 | 76,355 |
Deferred tax assets | 13,431 | 13,881 |
Prepaid expenses and other current assets | 12,591 | 9,577 |
Total current assets | 591,441 | 756,375 |
Fixed assets, net | 39,268 | 16,100 |
Intangible assets, net | 836,273 | 119,576 |
Goodwill | 257,694 | 14,671 |
Restricted cash | 1,574 | 1,571 |
Deferred tax assets | 0 | 46,625 |
Other assets | 15,032 | 17,264 |
Total assets | 1,741,282 | 972,182 |
Current liabilities: | ' | ' |
Accounts payable | 26,911 | 25,378 |
Accrued expenses | 142,290 | 107,453 |
Deferred revenue | 5,052 | 2,375 |
Total current liabilities | 174,253 | 135,206 |
Contingent purchase price | 302,363 | 18,971 |
Convertible senior notes (due 2017) | 236,088 | 226,109 |
Deferred tax liability | 128,677 | 0 |
Other liabilities | 7,740 | 5,674 |
Total liabilities | 849,121 | 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, $.001 par value per share, 125,000,000 shares authorized; 66,590,875 issued and 64,397,893 outstanding at December 31, 2013 and 56,153,140 issued and 53,960,158 outstanding at December 31, 2012 | 66 | 56 |
Additional paid-in capital | 991,982 | 697,427 |
Treasury stock, at cost; 2,192,982 at December 31, 2013 and December 31, 2012 | -50,000 | -50,000 |
Accumulated deficit | -44,899 | -60,411 |
Accumulated other comprehensive (loss) | -4,652 | -766 |
Total The Medicines Company stockholders’ equity | 892,497 | 586,306 |
Non-controlling interest in joint venture | -336 | -84 |
Total stockholders’ equity | 892,161 | 586,222 |
Total liabilities and stockholders’ equity | $1,741,282 | $972,182 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowances for accounts receivable | $28,600 | $17,700 |
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, share issued | 66,590,875 | 56,153,140 |
Common stock, shares outstanding | 64,397,893 | 53,960,158 |
Treasury stock | 2,192,982 | 2,192,982 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net revenue | $687,864 | $558,588 | $484,732 |
Operating expenses: | ' | ' | ' |
Cost of revenue | 262,785 | 177,339 | 156,866 |
Research and development | 146,930 | 126,423 | 110,180 |
Selling, general and administrative | 264,958 | 171,753 | 159,617 |
Total operating expenses | 674,673 | 475,515 | 426,663 |
Income from operations | 13,191 | 83,073 | 58,069 |
Legal settlement | 0 | 0 | 17,984 |
Co-promotion and profit share income | 17,383 | 10,000 | 0 |
Interest expense | -15,531 | -8,005 | 0 |
Other income | 1,577 | 1,140 | 1,790 |
Income before income taxes | 16,620 | 86,208 | 77,843 |
(Provision) benefit for income taxes | -1,360 | -35,038 | 50,034 |
Net income | 15,260 | 51,170 | 127,877 |
Net loss attributable to non-controlling interest | 252 | 84 | 0 |
Net income attributable to The Medicines Company | $15,512 | $51,254 | $127,877 |
Earnings per common share attributable to The Medicines Company: | ' | ' | ' |
Basic (USD per share) | $0.27 | $0.96 | $2.39 |
Diluted (USD per share) | $0.25 | $0.93 | $2.35 |
Weighted average number of common shares outstanding: | ' | ' | ' |
Basic (shares) | 58,096 | 53,545 | 53,496 |
Diluted (shares) | 62,652 | 55,346 | 54,407 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net loss | $15,260 | $51,170 | $127,877 |
Unrealized gain (loss) on available for sale securities | -10 | 6 | 0 |
Foreign currency translation adjustment | -3,876 | -224 | -968 |
Other comprehensive (loss) income | -3,886 | -218 | -968 |
Comprehensive income | $11,374 | $50,952 | $126,909 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest in JV [Member] |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2010 | $357,598 | $53 | ' | $596,667 | ($239,542) | $420 | ' |
Balance, shares at Dec. 31, 2010 | ' | 53,464,000 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchases | 6,725 | 1 | ' | 6,724 | ' | ' | ' |
Employee stock purchase, shares | 609,386 | 609,000 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards | 0 | 0 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards, shares | 239,576 | 239,000 | ' | ' | ' | ' | ' |
Non-cash stock compensation | 11,017 | ' | ' | 11,017 | ' | ' | ' |
Excess tax benefit from share-based compensation arrangements | 9,393 | ' | ' | 9,393 | ' | ' | ' |
Net income | 127,877 | ' | ' | ' | 127,877 | ' | ' |
Currency translation adjustment | -968 | ' | ' | ' | ' | -968 | ' |
Unrealized gain (loss) on available for sale securities | 0 | ' | ' | ' | ' | 0 | ' |
Balance at Dec. 31, 2011 | 511,642 | 54 | 0 | 623,801 | -111,665 | -548 | 0 |
Balance, shares at Dec. 31, 2011 | ' | 54,312,000 | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchases | 22,932 | 2 | ' | 22,930 | ' | ' | ' |
Employee stock purchase, shares | 1,487,642 | 1,488,000 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards | 0 | 0 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards, shares | 352,391 | 352,000 | ' | ' | ' | ' | ' |
Non-cash stock compensation | 14,981 | ' | ' | 14,981 | ' | ' | ' |
Excess tax benefit from share-based compensation arrangements | 1,558 | ' | ' | 1,558 | ' | ' | ' |
Equity component of the convertible notes, issuance, net | 55,685 | ' | ' | 55,685 | ' | ' | ' |
Purchase of convertible note hedges | -58,223 | ' | ' | -58,223 | ' | ' | ' |
Sale of warrants | 38,425 | ' | ' | 38,425 | ' | ' | ' |
Purchase of treasury stock | -50,000 | ' | -50,000 | ' | ' | ' | ' |
Purchase of treasury stock, shares | ' | ' | -2,193,000 | ' | ' | ' | ' |
Debt issuance costs | -1,730 | ' | ' | -1,730 | ' | ' | ' |
Net income | 51,170 | ' | ' | ' | 51,254 | ' | -84 |
Currency translation adjustment | -224 | ' | ' | ' | ' | -224 | ' |
Unrealized gain (loss) on available for sale securities | 6 | ' | ' | ' | ' | 6 | ' |
Balance at Dec. 31, 2012 | 586,222 | 56 | 50,000 | 697,427 | -60,411 | -766 | -84 |
Balance, shares at Dec. 31, 2012 | ' | 56,152,000 | 2,193,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchases | 74,213 | 4 | ' | 74,209 | ' | ' | ' |
Employee stock purchase, shares | 3,547,431 | 3,547,000 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards | 0 | 0 | ' | ' | ' | ' | ' |
Issuance of restricted stock awards, shares | 237,413 | 237,000 | ' | ' | ' | ' | ' |
Issuance of common stock | 189,599 | 6 | ' | 189,593 | ' | ' | ' |
Issuance of common stock, shares | ' | 6,653,000 | ' | ' | ' | ' | ' |
Non-cash stock compensation | 23,078 | ' | ' | 23,078 | ' | ' | ' |
Excess tax benefit from share-based compensation arrangements | 7,675 | ' | ' | 7,675 | ' | ' | ' |
Net income | 15,260 | ' | ' | ' | 15,512 | ' | -252 |
Currency translation adjustment | -3,876 | ' | ' | ' | ' | -3,876 | ' |
Unrealized gain (loss) on available for sale securities | -10 | ' | ' | ' | ' | -10 | ' |
Balance at Dec. 31, 2013 | $892,161 | $66 | $50,000 | $991,982 | ($44,899) | ($4,652) | ($336) |
Balance, shares at Dec. 31, 2013 | ' | 66,589,000 | 2,193,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $15,260 | $51,170 | $127,877 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 32,238 | 7,270 | 6,231 |
Amortization of net premiums and discounts on available for sale securities | 209 | 734 | 2,021 |
Amortization of long term debt financing costs | 1,179 | 598 | 0 |
Amortization of debt discount | 9,978 | 5,306 | 0 |
Unrealized foreign currency transaction (gains) losses, net | 143 | -573 | 562 |
Non-cash stock compensation expense | 23,078 | 14,981 | 11,017 |
Loss on disposal of fixed assets | 39 | 69 | 299 |
Deferred tax provision (benefit) | -10,272 | 30,376 | -53,246 |
Excess tax benefit from share-based compensation arrangements | -7,675 | -1,558 | -9,393 |
Change in contingent consideration obligation | 16,942 | -1,460 | -4,956 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accrued interest receivable | 347 | 26 | 905 |
Accounts receivable | -15,017 | -11,120 | -28,086 |
Inventory | -10,130 | -31,152 | -19,794 |
Prepaid expenses and other current assets | 39 | 1,516 | -6,763 |
Accounts payable | -1,319 | 18,903 | -2,203 |
Accrued expenses | 31,192 | -40,160 | 71,608 |
Deferred revenue | 3,854 | 1,685 | 125 |
Other liabilities | 1,335 | -265 | 171 |
Net cash provided by operating activities | 91,420 | 46,346 | 96,375 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of available for sale securities | 0 | -65,354 | -33,583 |
Proceeds from maturities and sales of available for sale securities | 50,656 | 38,881 | 126,713 |
Purchases of fixed assets | -13,574 | -1,005 | -1,269 |
Acquisition of intangible assets | 0 | -36,678 | -7,000 |
Other investments | 1,125 | -2,500 | -7,500 |
Acquisition of businesses, net of cash acquired | 542,579 | 0 | 0 |
Decrease in restricted cash | 11 | 3,148 | 1,049 |
Other investing activities | 0 | 0 | 0 |
Net cash (used in) provided by investing activities | -504,361 | -63,508 | 78,410 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuances of common stock | 74,212 | 22,935 | 6,725 |
Proceeds from equity offering, net | 189,600 | 0 | ' |
Purchase of treasury stock | ' | -50,000 | 0 |
Proceeds from the issuance of convertible senior notes | ' | 275,000 | 0 |
Proceeds from issuance of warrants | ' | 38,425 | 0 |
Purchase of convertible note hedge | ' | -58,223 | 0 |
Debt issuance costs | 0 | -8,774 | 0 |
Excess tax benefit from share-based compensation arrangements | 7,675 | 1,558 | 9,393 |
Net cash provided by financing activities | 271,487 | 220,921 | 16,118 |
Effect of exchange rate changes on cash | -1,265 | 305 | -1,885 |
(Decrease) increase in cash and cash equivalents | -142,719 | 204,064 | 189,018 |
Cash and cash equivalents at beginning of period | 519,446 | 315,382 | 126,364 |
Cash and cash equivalents at end of period | 376,727 | 519,446 | 315,382 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Taxes paid | 9,137 | 1,709 | 6,850 |
Interest paid | $4,374 | $1,786 | $0 |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 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 contributing to the economics of healthcare by focusing on 3,000 leading acute/intensive care hospitals worldwide. The Company markets Angiomax® (bivalirudin), Recothrom® Thrombin, topical (Recombinant), Cleviprex® (clevidipine) injectable emulsion and Minocin® IV (Minocycline for Injection). The Company also has a pipeline of acute and intensive care hospital products in development, including five product candidates for which it has submitted applications for regulatory approval or plans to submit applications for regulatory approval in 2014, which the Company refers to as its registration stage product candidates, cangrelor, oritavancin, IONSYSTM (fentanyl iontophoretic transdermal system), Fibrocaps™ and RPX-602, and three research and development product candidates, MDCO-216, CarbavanceTM and ALN-PCSsc. The Company believes that its 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 it refers to as its acute care generic products that the Company has the non-exclusive right to market in the United States. The Company is currently selling three of its acute care generic products, midazolam, ondansetron and rocuronium. 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 and the Boston Scientific Promus PREMIER™ Everolimus-Eluting Platinum Chromium Coronary Stent System (Promus PREMIER Stent System) in the United States under the Company's co-promotion agreement with Boston Scientific Corporation (BSX). |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Significant Accounting Policies | ' | |||||||||||||||||||
Significant Accounting Policies | ||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. | ||||||||||||||||||||
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 income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | ||||||||||||||||||||
Loss Attributable to Noncontrolling Interest | ||||||||||||||||||||
In 2010, the Company and Windlas Healthcare Private Limited entered into a joint venture in India. Given the Company's majority ownership interest of approximately 74.0% as of December 31, 2013 of the joint venture company, the Medicines Company (India) Private Limited, the accounts of the Medicines Company (India) Private Limited have been consolidated with the Company's accounts, and a noncontrolling interest has been recorded for the noncontrolling investors' interests in the equity and operations of the Medicines Company (India) Private Limited. For the year ended December 31, 2013, the loss attributable to the noncontrolling interest in the Medicines Company (India) Private Limited was approximately $0.3 million. | ||||||||||||||||||||
Available for Sale Securities | ||||||||||||||||||||
The Company considers securities with original maturities of greater than three months to be available for sale securities. Securities under this classification are recorded at fair market value and unrealized gains and losses are recorded as a separate component of stockholders’ equity. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses are other than temporary. | ||||||||||||||||||||
Investments | ||||||||||||||||||||
The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method in accordance with the FASB Accounting Standards Codification (ASC) 325-20, “Cost Method Investments” (ASC 325-20). Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired based on criteria outlined in ASC 325-20. These non-marketable securities have been classified as investments and included in other assets on the consolidated balance sheets. | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax and Cleviprex bulk substance is classified as raw materials and its costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. | ||||||||||||||||||||
Fixed Assets | ||||||||||||||||||||
Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. | ||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||
Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. | ||||||||||||||||||||
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 is 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. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Recoverability of Long-Lived Assets | ||||||||||||||||||||
The Company reviews the carrying value of goodwill and indefinite lived intangible assets annually and whenever indicators of impairment are present. 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. A reporting unit is defined as an operating segment or one level below an operating segment. Long-lived assets used in operations and amortizing intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and the fair value. Based on the Company’s analysis, there was no impairment of goodwill and indefinite lived intangible assets in connection with the annual impairment tests that were performed during 2013. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Risks and Uncertainties | ||||||||||||||||||||
The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. | ||||||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents, available for sale securities and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments in high-quality financial instruments with high quality institutions. At December 31, 2013 and 2012, approximately $45.9 million and $14.7 million, respectively, of the Company’s cash and cash equivalents was invested in a single fund, the Dreyfus Cash Management Money Market Fund, a no-load money market fund with Capital Advisors Group. | ||||||||||||||||||||
The Company currently sells Angiomax, Cleviprex, Recothrom, the acute care generic products the Company markets and ready-to-use Argatroban in the United States to a sole source distributor, Integrated Commercialization Solutions, Inc. (ICS). ICS accounted for 89%, 90% and 96% of the Company’s net revenue for 2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, amounts due from ICS represented approximately $120.9 million and $92.3 million, or 92% and 89%, of gross accounts receivable, respectively. At December 31, 2013 and 2012, the Company did not maintain an allowance for doubtful accounts for its ICS accounts receivable. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
Product Sales. The Company distributes Angiomax, Recothrom, Cleviprex, the acute care generic products it markets and its ready-to-use Argatroban (collectively, the products) in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). Under this model, the Company records revenue upon shipment of Angiomax and Recothrom to ICS. ICS then sells the products to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States and, in certain cases, directly to hospitals. The Company’s agreement with ICS, which it initially entered into in February 2007, provides that ICS will be the Company’s exclusive distributor of the products in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of the products, to maintain an appropriate level of inventory based on the Company's customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company's standard return policy and has sole responsibility for determining the prices at which it sells the products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2015 but will automatically renew for additional one-year periods unless either party gives notice at least 90 days prior to the automatic extension. | ||||||||||||||||||||
Either party may terminate the agreement at any time and for any reason upon 180 days prior written notice to the other party. In addition, either party may terminate the agreement upon an uncured default of a material obligation by the other party and other specified conditions. In May 2013, the Company entered into an amendment to its agreement with ICS to include Recothrom and the acute care generic products under the agreement. The Company expects to enter into an amendment to its agreement with ICS in the first quarter of 2014 to include Minocin IV under the agreement. | ||||||||||||||||||||
In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox, with a sales force that is experienced in selling to hospital customers. As of December 31, 2013, the Company markets and sells Angiomax in Australia and New Zealand. The Company also markets and sells Angiomax outside the United States through distributors. The Company only sells Cleviprex outside the United States in Switzerland. | ||||||||||||||||||||
The Company had deferred revenue of $0.8 million as of December 31, 2013 and December 31, 2012 associated with sales of Angiomax to wholesalers outside of the United States. The Company recognizes revenue from such sales when hospitals purchase the product. | ||||||||||||||||||||
The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. | ||||||||||||||||||||
The Company recognizes sales from Cleviprex, ready-to-use Argatroban and acute care generic products under a deferred revenue model. Under its deferred revenue model, the Company does not recognize revenue upon product shipment to ICS. Instead, upon product shipment, the Company invoices ICS, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. | ||||||||||||||||||||
The Company had deferred revenue of $3.0 million as of December 31, 2013 and $1.6 million as of December 31, 2012 associated with sales of Cleviprex, ready-to-use Argatroban and the acute care generic products in the United States. When such estimates can be reasonably estimable, the Company expects to recognize revenue from these products upon shipment to ICS in the same manner as the Company recognizes Angiomax and Recothrom revenue. The Company recognized $16.0 million, $10.4 million and $0.8 million of revenue associated with Cleviprex, the acute care generic products and ready-to-use Argatroban during 2013, 2012 and 2011, respectively, related to purchases by hospitals. | ||||||||||||||||||||
The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. | ||||||||||||||||||||
The nature of the Company’s allowances and accruals require critical estimates, and the specific considerations the Company uses in estimating its amounts are as follows. | ||||||||||||||||||||
• | Product returns. The Company’s customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. | |||||||||||||||||||
In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. | ||||||||||||||||||||
In the fourth quarter of 2011, Eagle, the licensor of ready-to-use Argatroban, announced a voluntary recall of four lots of ready-to-use Argatroban, which caused the Company to increase its product returns reserve to $3.4 million. | ||||||||||||||||||||
At December 31, 2013 and December 31, 2012, the Company’s accrual for product returns was $2.4 million and $1.1 million, respectively. | ||||||||||||||||||||
• | Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. | |||||||||||||||||||
Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’s acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. | ||||||||||||||||||||
As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. | ||||||||||||||||||||
The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which detail historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. | ||||||||||||||||||||
The Company’s allowance for chargebacks was $25.0 million and $14.8 million at December 31, 2013 and December 31, 2012, respectively. The Company did not have any significant allowance for rebates at December 31, 2013 and at December 31, 2012. | ||||||||||||||||||||
• | Fees-for-service. The Company offers discounts to certain wholesalers and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled with the wholesalers or ICS within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $3.1 million and $3.6 million at December 31, 2013 and December 31, 2012, respectively. | |||||||||||||||||||
The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. | ||||||||||||||||||||
The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2013, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||
Cash | Returns | Chargebacks | Rebates | Fees-for- | ||||||||||||||||
Discounts | Service | |||||||||||||||||||
Balance at January 1, 2011 | $ | 1,119 | $ | 627 | $ | 13,863 | $ | 11 | $ | 2,634 | ||||||||||
Allowances for sales during 2011 | 10,911 | 3,807 | 60,318 | 1,159 | 9,136 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,119 | ) | (556 | ) | (8,481 | ) | — | (2,294 | ) | |||||||||||
Actual credits issued for sales during 2011 | (9,062 | ) | (7 | ) | (50,060 | ) | — | (6,207 | ) | |||||||||||
Balance at December 31, 2011 | 1,849 | 3,871 | 15,640 | 1,170 | 3,269 | |||||||||||||||
Allowances for sales during 2012 | 12,240 | 854 | 68,179 | — | 9,914 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,849 | ) | (3,612 | ) | (9,673 | ) | (1,170 | ) | (2,885 | ) | ||||||||||
Actual credits issued for sales during 2012 | (10,230 | ) | — | (59,303 | ) | — | (6,721 | ) | ||||||||||||
Balance at December 31, 2012 | 2,010 | 1,113 | 14,843 | — | 3,577 | |||||||||||||||
Allowances for sales during 2013 | 15,943 | 2,524 | 130,374 | — | 12,059 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,871 | ) | (1,204 | ) | (10,244 | ) | (3,049 | ) | ||||||||||||
Actual credits issued for sales during 2013 | (13,420 | ) | — | (109,933 | ) | — | (9,460 | ) | ||||||||||||
Balance at December 31, 2013 | $ | 2,662 | $ | 2,433 | $ | 25,040 | $ | — | $ | 3,127 | ||||||||||
International Distributors. Under the Company’s agreements with its primary international distributors, the Company sells Angiomax to these distributors at a fixed price. The established price is typically determined once per year, prior to the first shipment of Angiomax to the distributor each year. The minimum selling price used in determining the price is 50% of the average net unit selling price. | ||||||||||||||||||||
Revenue associated with sales to the Company’s international distributors during 2013, 2012 and 2011 was $5.1 million, $5.5 million and $6.0 million, respectively. | ||||||||||||||||||||
Cost of Revenue | ||||||||||||||||||||
Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex and ready-to-use Argatroban sold, royalty expenses under the Company's agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Recothrom, Cleviprex and ready-to-use Argatroban, including distribution, storage and handling costs. Cost of revenue also includes expenses related to the Company's license agreement with BMS for Recothrom and expenses related to the Company's supply agreement for Recothrom with BMS including product cost and logistics as well as royalties and amortization related to Recothrom. | ||||||||||||||||||||
Advertising Costs | ||||||||||||||||||||
The Company expenses advertising costs as incurred. Advertising costs were approximately $0.4 million, $0.2 million and $0.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Share-Based Compensation | ||||||||||||||||||||
The Company accounts for share-based compensation in accordance with ASC 718-10 (ASC 718-10), and recognizes expense using the accelerated expense attribution method. ASC 718-10 requires companies to recognize compensation expense in an amount equal to the fair value of all share-based awards granted to employees. The Company estimates the fair value of its options on the date of grant using the Black-Scholes closed-form option-pricing model. | ||||||||||||||||||||
Expected volatilities are based principally on historic volatility of the Company’s common stock as well as implied volatilities of peer companies in the life science industry over a range of periods from 12 to 60 months and other factors. The Company uses historical data to estimate forfeiture rate. The expected term of options represents the period of time that options granted are expected to be outstanding. The Company has made a determination of expected term by analyzing employees’ historical exercise experience and has made estimates of future exercises of unexercised options based on the midpoint between the vesting date and end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. | ||||||||||||||||||||
Foreign Currencies | ||||||||||||||||||||
The functional currencies of the Company’s foreign subsidiaries are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. | ||||||||||||||||||||
Income Taxes | ||||||||||||||||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. | ||||||||||||||||||||
The Company's annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. | ||||||||||||||||||||
In accordance with ASC 740, the Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company's tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company's liability for uncertain tax positions is reflected as a reduction to its deferred tax assets in its consolidated balance sheet. | ||||||||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||||||||
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities, which are 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. | ||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11). ASU 2013-11 requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 is effective prospectively for fiscal years and interim periods within those years, beginning after December 15, 2013 for public entities. The Company is still assessing the impact of the adoption of this guidance on the Company's consolidated financial statements. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | 2013 | 2012 | |||||||
(In thousands) | |||||||||
Raw materials | $ | 42,402 | $ | 40,244 | |||||
Work-in-progress | 27,911 | 26,594 | |||||||
Finished goods | 16,792 | 9,517 | |||||||
Total | $ | 87,105 | $ | 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. |
Fixed_Assets
Fixed Assets | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Fixed Assets | ' | |||||||||
Fixed Assets | ||||||||||
Fixed assets consist of the following: | ||||||||||
Estimated | December 31, | |||||||||
Life (Years) | 2013 | 2012 | ||||||||
(In thousands) | ||||||||||
Furniture, fixtures and equipment | 7-Mar | $ | 23,267 | $ | 10,437 | |||||
Computer software | 3 | 2,237 | 2,685 | |||||||
Computer hardware | 3 | 3,469 | 2,130 | |||||||
Leasehold improvements | 15-May | 31,735 | 19,160 | |||||||
60,708 | 34,412 | |||||||||
Less: Accumulated depreciation | (21,440 | ) | (18,312 | ) | ||||||
$ | 39,268 | $ | 16,100 | |||||||
Depreciation expense was approximately $3.9 million, $2.9 million and $3.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Cash_Cash_Equivalents_Availabl
Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | ' | |||||||||||||||||||||||||||||||
Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash | ' | |||||||||||||||||||||||||||||||
5 | Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash | |||||||||||||||||||||||||||||||
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 $330.8 million and $504.7 million at December 31, 2013 and December 31, 2012, respectively. Cash and cash equivalents at December 31, 2013 and December 31, 2012 included investments of $45.9 million and $14.7 million, respectively, in money market funds and commercial paper with original maturities of less than three months. These investments are carried at cost, which approximates fair value. The Company measures all original maturities from the date the investment was originally purchased by the Company. | ||||||||||||||||||||||||||||||||
At December 31, 2013 the Company did not hold any available for sale securities. The Company held available for sale securities with a fair value totaling $50.9 million at December 31, 2012. These available for sale securities included various United States government agency notes, United States treasury notes and corporate debt securities. At December 31, 2012, all of the available for sale securities were due within one year. | ||||||||||||||||||||||||||||||||
Available for sale securities, including carrying value and estimated fair values, are summarized as follows: | ||||||||||||||||||||||||||||||||
As of December 31, 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 | ||||||||||||||||
U.S. treasury notes | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
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 December 31, 2013 and at December 31, 2012, which is included in restricted cash on the consolidated balance sheets. Restricted cash of $1.0 million at December 31, 2013 and December 31, 2012 collateralizes outstanding letters of credit associated with the lease of its corporate 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 Therapeutics Corporation (Targanta) in 2009, the Company had at December 31, 2013 and December 31, 2012 restricted cash of $0.2 million and $0.3 million, respectively, in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had at December 31, 2013 and December 31, 2012 restricted cash of $0.4 million and $0.3 million, respectively, related to certain foreign tender requirements. |
Investment
Investment | 12 Months Ended | |
Dec. 31, 2013 | ||
Investment [Abstract] | ' | |
Investment | ' | |
Investment | ||
In December 2012, the Company made a non-controlling equity investment in GeNO, LLC (GeNO), an advanced, development-stage privately held technology company that has created unique nitric oxide generation and delivery technology. In addition to the equity stake, this investment provides the Company with an exclusive option to license GeNO technologies in the acute and intensive care hospital setting in certain geographies. The Company classified the investment as a cost method investment and included it in other assets on the Company's consolidated balance sheets. The Company holds less than 10% of the issued and outstanding shares of GeNO and does not have significant influence over the company. At December 31, 2013 and 2012 the Company had a $7.5 million and $9.5 million investment in GeNO, respectively. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||
Dec. 31, 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. In addition, the Company also paid approximately $13.0 million to Cadence Pharmaceuticals, Inc. (Cadence) to terminate Cadence's option to acquire Incline pursuant to an agreement between Cadence and Incline and deposited an additional $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 upon estimated fair values of those assets and liabilities at the date of acquisition and classified the fair value of acquired IPR&D as an indefinite-lived asset 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. The results of Incline's operations have been included in the consolidated statements of income from the date of acquisition. | ||||||||
Acquisition related costs during 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 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 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 | 102,613 | |||||||
Other assets | 34 | |||||||
Total Assets | $ | 367,411 | ||||||
Liabilities Assumed: | ||||||||
Accrued expenses | $ | 1,413 | ||||||
Contingent purchase price | 87,200 | |||||||
Deferred tax liabilities | 92,099 | |||||||
Total Liabilities | $ | 180,712 | ||||||
Total cash price paid upon acquisition | $ | 186,699 | ||||||
Recothrom | ||||||||
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 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 $105.0 million and a one-time option fee equal to $10.0 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. | ||||||||
Acquisition related costs during 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 purchase price 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 B.V., 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 mild to moderate 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 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 the results of ProFibrix's operations have been included in the consolidated statements of income from the date of acquisition. | ||||||||
Acquisition related costs during 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 purchase price is summarized as follows: | ||||||||
(in thousands) | ||||||||
Upfront cash consideration | $ | 105,395 | ||||||
Fair value of contingent purchase price | 82,550 | |||||||
Total estimated purchase price | $ | 187,945 | ||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (in thousands) | |||||||
Cash | $ | 7,880 | ||||||
Prepaid assets | 528 | |||||||
Fixed assets, net | 124 | |||||||
In-process research and development | 176,000 | |||||||
Goodwill | 52,037 | |||||||
Total Assets | $ | 236,569 | ||||||
Liabilities Assumed: | ||||||||
Accounts payable | $ | 1,074 | ||||||
Accrued expenses | 3,544 | |||||||
Contingent purchase price | 82,550 | |||||||
Deferred tax liabilities | 44,006 | |||||||
Total Liabilities | $ | 131,174 | ||||||
Total cash price paid upon acquisition | $ | 105,395 | ||||||
Rempex Pharmaceuticals, Inc. | ||||||||
In December 2013, the Company acquired Rempex Pharmaceuticals, Inc. (Rempex), a company focused on the discovery and development of new antibacterial drugs to meet the growing clinical need created by multi-drug resistant gram-negative bacterial pathogens. As a result of the transaction, the Company acquired Rempex's marketed product, Minocin IV, a broad-spectrum tetracycline antibiotic, and Rempex’s portfolio of product candidates, including RPX-602, a proprietary reformulation of Minocin IV, Carbavance, an investigational agent that combines RPX-7009, a proprietary, novel beta-lactamase inhibitor, with a marketed carbapenem antibiotic, and Rempex’s other product candidates. | ||||||||
At the closing, the Company paid to the holders of Rempex’s capital stock, the holders of options to purchase shares of Rempex’s capital stock and the holders of certain phantom stock units (collectively, the Rempex equityholders) an aggregate of approximately $140.0 million in cash, and an additional $0.3 million in purchase price adjustments. The amount paid to the Rempex equityholders at the closing is subject to a post-closing purchase price adjustment process with respect to the net amount of cash, unpaid transaction expenses and other debt and liabilities of Rempex as of the date of the closing. | ||||||||
In addition, the Company has agreed to pay to the Rempex equityholders milestone payments subsequent to the closing, if the Company achieves certain development and regulatory approval milestones and commercial sales milestones with respect to Rempex’s Minocin IV product, Rempex’s RPX-602 product candidate, a proprietary reformulation of Minocin IV, Rempex’s Carbavance product candidate, an investigational agent that is a combination of a novel beta-lactamase inhibitor with a marketed carbapenem antibiotic, and certain of Rempex’s other product candidates, at the times and on the conditions set forth in the Merger Agreement. In the event that all of the milestones set forth in the Merger Agreement are achieved in accordance with the terms of the Merger Agreement, the Company will pay the Rempex equityholders an additional $214.0 million in cash in the aggregate for achieving development and regulatory milestones and an additional $120.0 million in cash in the aggregate for achieving commercial milestones, in each case, less certain transaction expenses and employer taxes owing because of the milestone payments. In the event that any milestone payments become due within eighteen months following the Closing, the Company will enter into an escrow agreement (the Escrow Agreement) in a customary form with the Representative and an escrow agent mutually acceptable to the Company and the Representative, and will deposit the first $14.0 million of the aggregate milestone payments into an escrow fund for the purposes of securing the indemnification rights of the Company for any and all losses for which it is entitled to indemnification pursuant to the Merger Agreement or the Escrow Agreement and to provide the source of recovery for any amounts payable to the Company as a result of a post-closing purchase price adjustment process. To the extent that any amounts remain in the escrow fund after June 3, 2015 and not subject to claims by the Company, such amounts will be released to the Rempex Equityholders, subject to certain conditions set forth in the Merger Agreement. | ||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Rempex transaction to the underlying assets acquired and liabilities assumed by the Company, based 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 results of Rempex operations have been included in the consolidated statements of income from the date of acquisition. | ||||||||
Acquisition related costs during 2013 of approximately $2.6 million for advisory, legal and regulatory costs incurred in connection with the Rempex acquisition have been expensed in selling, general and administrative expenses. | ||||||||
Total estimated purchase price is summarized as follows: | ||||||||
(in thousands) | ||||||||
Estimated upfront cash consideration | $ | 140,251 | ||||||
Estimated fair value of contingent cash payment | 96,700 | |||||||
Total preliminary estimated purchase price | $ | 236,951 | ||||||
Below is a summary which details the preliminary allocation of assets acquired based on a preliminary estimate of the fair value of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Cash and cash equivalents | $ | 4,218 | ||||||
Accounts receivable, net | 399 | |||||||
Inventory | 566 | |||||||
Prepaid expenses and other current assets | 2,465 | |||||||
Fixed assets, net | 331 | |||||||
Intangible assets | 530 | |||||||
In-process research and development | 224,680 | |||||||
Goodwill | 68,570 | |||||||
Total Assets | 301,759 | |||||||
Liabilities Assumed: | ||||||||
Accounts payable | 1,413 | |||||||
Accrued expenses | 5,805 | |||||||
Deferred tax liabilities | 57,590 | |||||||
Total Liabilities | 64,808 | |||||||
Total preliminary estimated purchase price | $ | 236,951 | ||||||
The following unaudited pro forma financial information reflects the consolidated statement of income of the Company as if the acquisition of Incline, ProFibrix and Rempex, and licensing for Recothrom had occurred as of January 1, 2012. The pro forma information includes adjustments for the amortization of intangible assets and the tax effect for the acquisitions, however does not include accretion of contingent purchase price. 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. | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands, except per share amounts) | ||||||||
Net revenue | $ | 695,131 | $ | 626,194 | ||||
Net loss | $ | (24,512 | ) | $ | (94,857 | ) | ||
Basic loss per common share | $ | (0.42 | ) | $ | (1.77 | ) | ||
Diluted loss per common share | $ | (0.42 | ) | $ | (1.77 | ) |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 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 December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Average | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amount | Amount | Amount | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||||
Customer relationships(1) | 8 years | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | $ | 7,457 | $ | (4,106 | ) | $ | 3,351 | |||||||||||
Selling rights agreements(1) | 5.7 years | 9,125 | (5,870 | ) | 3,255 | 9,125 | (3,469 | ) | 5,656 | |||||||||||||||||
Trademarks(1) | 8 years | 3,024 | (2,284 | ) | 740 | 3,024 | (1,665 | ) | 1,359 | |||||||||||||||||
Product licenses(2) | 5.7 years | 71,530 | (25,067 | ) | 46,463 | 39,000 | (1,129 | ) | 37,871 | |||||||||||||||||
Cleviprex milestones(3) | 13 years | 2,000 | (191 | ) | 1,809 | 2,000 | (161 | ) | 1,839 | |||||||||||||||||
Total | 6.1 years | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | $ | 60,606 | $ | (10,530 | ) | $ | 50,076 | |||||||||||
_______________________________________ | ||||||||||||||||||||||||||
-1 | The Company amortizes intangible assets related to Angiox through the end of its patent life. | |||||||||||||||||||||||||
-2 | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | |||||||||||||||||||||||||
-3 | The Company amortizes intangible assets related to the Cleviprex approval over the remaining life of the patent. | |||||||||||||||||||||||||
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 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 million and classified such assets as product license intangibles. The Company is amortizing the assets using a two year expected useful life (see note 7 “Acquisitions”). | ||||||||||||||||||||||||||
Amortization expense was approximately $28.5 million, $4.4 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company expects annual amortization expense related to these intangible assets to be $26.5 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 $7.9 million being amortized thereafter. Amortization of customer relationships, distribution agreements and trademarks are recorded in selling, general and administrative expense on the consolidated statements of income. Amortization of product licenses and Cleviprex milestones are recorded 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 December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Adjustments | Net | Gross | Adjustments | Net | |||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | |||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 720,180 | $ | — | $ | 720,180 | 69,500 | $ | — | $ | 69,500 | |||||||||||||||
Recothrom option | 62,000 | — | 62,000 | — | — | — | ||||||||||||||||||||
Total | $ | 782,180 | $ | — | $ | 782,180 | $ | 69,500 | $ | — | $ | 69,500 | ||||||||||||||
The Company capitalized IPR&D of $250.0 million related to the Incline acquisition, $176.0 million related to the ProFibrix acquisition and $224.7 million related to the Rempex acquisition and the Company also capitalized the option value of $62 million related to the master transaction agreement with BMS during the year ended December 31, 2013. The allocation of the purchase price of intangible assets related to Incline, ProFibrix and master transaction agreement with BMS and preliminary purchase price of Rempex is detailed in Note 7 " Acquisitions" for each of the above noted transactions. | ||||||||||||||||||||||||||
The changes in in the carrying amount of goodwill for the years ended December 31, 2013 and December 31, 2012 are as follows: | ||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Balance at beginning of period | $ | 14,671 | $ | 14,671 | ||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | 102,613 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | 21,000 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | 52,037 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Rempex | 68,570 | — | ||||||||||||||||||||||||
Translation adjustments | (1,197 | ) | — | |||||||||||||||||||||||
Balance at end of period | $ | 257,694 | $ | 14,671 | ||||||||||||||||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Liabilities [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ||||||||
Accrued expenses consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Royalties | $ | 44,260 | $ | 39,169 | ||||
Research and development services | 14,846 | 16,728 | ||||||
Compensation related | 35,492 | 23,773 | ||||||
Product returns, rebates and other fees | 5,699 | 4,367 | ||||||
Legal, accounting and other | 14,487 | 8,501 | ||||||
Manufacturing, logistics and related fees | 23,722 | 12,529 | ||||||
Sales and marketing | 3,469 | 2,071 | ||||||
Interest | 315 | 315 | ||||||
$ | 142,290 | $ | 107,453 | |||||
Convertible_Senior_Notes
Convertible Senior Notes | 12 Months Ended | |||||||||||
Dec. 31, 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 1.375% convertible senior notes due June 1, 2017 (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 a 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. Additionally, the Company initially recorded a deferred tax asset of $1.5 million in connection with the Notes. | ||||||||||||
The Notes consisted of the following: | ||||||||||||
Liability component | December 31, | December 31, | ||||||||||
2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||
Less: Debt discount, net(1) | (38,912 | ) | (48,891 | ) | ||||||||
Net carrying amount | $ | 236,088 | $ | 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 $258.6 million as of December 31, 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 December 31, 2013, the remaining contractual life of the Notes is approximately 3.4 years. | ||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Contractual interest expense | $ | 3,781 | $ | 2,101 | — | |||||||
Amortization of debt issuance costs | 1,179 | 598 | — | |||||||||
Amortization of debt discount | 9,978 | 5,306 | — | |||||||||
$ | 14,938 | $ | 8,005 | $ | — | |||||||
Effective interest rate of the liability component | 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 December 31, 2013, the fair value of the Note Hedges was $149.6 million. The Company estimates the fair value of its Note Hedges using Monte Carlo simulation models 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 shares of common stock issuable upon the exercise of the warrants included in diluted shares for the year ended December 31, 2013, were 107,263 shares. 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. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity | |
Preferred Stock | |
The Company has 5,000,000 shares of preferred stock (Preferred Stock) authorized, none of which are issued. | |
Common Stock | |
Common stockholders are entitled to one vote per share and dividends when declared by the Company’s Board of Directors, subject to the preferential rights of any outstanding shares of Preferred Stock. | |
Employees and directors of the Company purchased 3,547,431 shares, 1,487,642 shares, and 609,386 shares of common stock during the years ended December 31, 2013, 2012 and 2011, respectively, pursuant to option exercises and the Company’s employee stock purchase plan. The aggregate net proceeds to the Company resulting from these purchases were approximately $74.2 million, $22.9 million, and $6.7 million during the years ended December 31, 2013, 2012 and 2011, respectively, and are included within the financing activities section of the consolidated statements of cash flows. The Company issued 237,413 shares, 352,391 shares and 239,576 shares under restricted stock awards during the years ended December 31, 2013, 2012 and 2011, respectively. | |
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 fiscal 2012 for an aggregate cost of $50.0 million. | |
As of December 31, 2013, there were 2,192,982 shares of the Company's common stock held in treasury. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Share-Based Compensation | |||||||||||||
Stock Plans | |||||||||||||
The Company has adopted the following stock incentive plans: | |||||||||||||
• | the 2013 Stock Incentive Plan (the 2013 Plan), | ||||||||||||
• | the 2009 Equity Inducement Plan (the 2009 Plan), | ||||||||||||
• | the 2007 Equity Inducement Plan (the 2007 Plan), | ||||||||||||
• | the 2004 Stock Incentive Plan (the 2004 Plan), | ||||||||||||
• | the 2001 Non-Officer, Non-Director Stock Incentive Plan (the 2001 Plan), | ||||||||||||
• | the 2000 Outside Director Stock Option Plan (the 2000 Director Plan), and | ||||||||||||
• | the 1998 Stock Incentive Plan (the 1998 Plan). | ||||||||||||
Each of these plans provides for the grant of stock options and other stock- based awards to employees, officers, directors, consultants and advisors of the Company and its subsidiaries. Stock option grants have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and generally have a 10-year term. The fair value of stock option grants is recognized, net of an estimated forfeiture rate, using an accelerated method over the vesting period of the options, which is generally four years. | |||||||||||||
2013 Plan | |||||||||||||
In April 2013, the Board of Directors adopted, subject to stockholder approval, the 2013 Plan, which provides for the grant of stock options, restricted stock awards, restricted stock units, stock appreciation rights, other share-based awards and cash-based awards to the Company’s employees, officers, directors, consultants and advisors, including any individuals who have accepted an offer of employment. The Company’s stockholders approved the 2013 Plan on May 30, 2013. | |||||||||||||
The Company may issue up to 13,166,879 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2013 Plan. The total number of shares of the Company's common stock available for issuance under the 2013 Plan is equal to 3,700,000 shares plus the remaining number of shares of the Company's common stock available for issuance under the 2004 Plan as of May 30, 2013 (the date the plan was approved by the Company's stockholders), plus the number of shares of the Company's common stock subject to awards granted under the 2004 Plan which may expire, terminate or be surrendered, canceled, forfeited or repurchased by the Company. Shares issued under the 2013 Plan may be authorized but unissued shares or treasury shares, or may be issued from shares that are returned to the 2013 Plan (provided that open-market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants). The 2013 Plan uses a “fungible share” concept under which the awards of options and stock appreciation rights cause one share per share subject to such award to be removed from the available share pool, while the award of restricted stock, restricted stock units, or other share-based awards where the purchase price for the award is less than 100% of the fair market value of the Company's common stock on the date of grant will be counted against the pool as 1.7 shares for each share subject to such award. Shares subject to awards under the 2013 Plan and the 2004 Plan that are forfeited, canceled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, will become available for issuance pursuant to a new award under the 2013 Plan and will be credited back to the pool at the same rates at which they left the plan. Shares are subtracted for exercises of stock appreciation rights using the proportion of the total stock appreciation rights that is exercised, rather than the number of shares actually issued. The Board of Directors has delegated its authority under the 2013 Plan to the Compensation Committee of the Board of Directors (the Compensation Committee), consisting of independent directors, which administers the 2013 Plan, including granting options and other awards under the 2013 Plan. In addition, pursuant to the terms of the 2013 Plan, the Board of Directors has delegated to the Company’s executive officers limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 2013 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. | |||||||||||||
The Board of Directors has adopted a program under the 2013 Plan providing for automatic grants of options to the Company’s non-employee directors. Each non-employee director is granted non-statutory stock options under the 2013 Plan to purchase: | |||||||||||||
• | $320 thousand value of options on the date of his or her initial election to the Board of Directors (the Initial Options); and | ||||||||||||
• | $215 thousand equity value split equally between stock options and restricted shares on the date of each annual meeting of the Company’s stockholders (the Annual Options), except if such non-employee director was initially elected to the Board of Directors at such annual meeting. The lead director will be granted an additional option to purchase 5,000 shares of the common stock on the date of each annual meeting of the Company’s stockholders. | ||||||||||||
These options have an exercise price equal to the closing price of the common stock on the NASDAQ Global Select Market on the date of grant and have a 10-year term. The Initial Options vest in 36 equal monthly installments beginning on the date one month after the grant date. The Annual Options vest in one installment 12 months after the date of grant. All vested options are exercisable at any time prior to the first anniversary of the date the director ceases to be a director. The restricted stock awards vest on the first anniversary date after the grant date | |||||||||||||
As of December 31, 2013, the Company had granted an aggregate of 1,215,396 shares as restricted stock or subject to issuance upon exercise of stock options under the 2013 Plan, of which 1,178,979 shares remained subject to outstanding options. | |||||||||||||
2009 Plan | |||||||||||||
In February 2009, the Board of Directors adopted the 2009 Plan, which provided for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to any person who (a) was not previously an employee or director of the Company or (b) was commencing employment with the Company following a bona fide period of non-employment by the Company, as an inducement material to the individual entering into employment with the Company. The purpose of the 2009 Plan was to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who were expected to make important contributions to the Company and providing such persons with equity ownership opportunities that were intended to better align their interests with those of the Company’s stockholders. The 2009 Plan was administered by the Compensation Committee, which had the authority to grant awards under the 2009 Plan. Under the 2009 Plan, the Company was authorized to issue up to 1,500,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2009 Plan. Options granted under the 2009 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The 2009 Plan terminated on May 31, 2010. As of December 31, 2013, an aggregate of 75,255 options had been issued and remained outstanding under the 2009 Plan. | |||||||||||||
2007 Plan | |||||||||||||
In December 2007, the Board of Directors adopted the 2007 Plan, which provided for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to any person who (a) was not previously an employee or director of the Company or (b) was commencing employment with the Company following a bona fide period of non-employment by the Company, as an inducement material to the individual entering into employment with the Company. The purpose of the 2007 Plan was to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who were expected to make important contributions to the Company and providing such persons with equity ownership opportunities that were intended to better align their interests with those of the Company’s stockholders. The 2007 Plan was administered by the Compensation Committee, which had the authority to grant awards under the 2007 Plan. Under the 2007 Plan, the Company was authorized to issue up to 1,700,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2007 Plan. Options granted under the 2007 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The 2007 Plan terminated on May 29, 2008. As of December 31, 2013, an aggregate of 42,500 options had been issued and remained outstanding under the 2007 Plan. | |||||||||||||
2004 Plan | |||||||||||||
In April 2004, the Board of Directors adopted, subject to stockholder approval, the 2004 Plan, which provides for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to the Company’s employees, officers, directors, consultants and advisors, including any individuals who have accepted an offer of employment. The Company’s stockholders approved the 2004 Plan in May 2004. The 2004 Plan has been amended three times to increase the number of shares issuable under the 2004 Plan and to replace the existing sublimit on certain types of awards that may be granted under the 2004 Plan with a fungible share pool. | |||||||||||||
The Company may issue up to 13,900,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2004 Plan. Shares awarded under the 2004 Plan that are subsequently cancelled are available to be granted again under the 2004 Plan. The Board of Directors has delegated its authority under the 2004 Plan to the Compensation Committee, consisting of independent directors, which administers the 2004 Plan, including granting options and other awards under the 2004 Plan. In addition, pursuant to the terms of the 2004 Plan, the Board of Directors has delegated to the Company’s executive officers limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 2004 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The Company ceased making grants under the 2004 Plan following adoption of an amendment to the 2013 Plan at its annual stockholders’ meeting in May 2013. | |||||||||||||
As of December 31, 2013, the Company had granted an aggregate of 12,574,479 shares as restricted stock or subject to issuance upon exercise of stock options under the 2004 Plan, of which 6,250,180 shares remained subject to outstanding options. | |||||||||||||
2001 Plan | |||||||||||||
In May 2001, the Board of Directors approved the 2001 Plan, which provides for the grant of non-statutory stock options to employees, consultants and advisors of the Company and its subsidiaries, including individuals who have accepted an offer of employment, other than those employees who are officers or directors of the Company. The 2001 Plan provided for the issuance of up to 1,250,000 shares of common stock. Shares awarded under the 2001 Plan that were subsequently canceled were available to be granted again under the 2001 Plan. The Board of Directors delegated its authority under the 2001 Plan to the Compensation Committee, which administers the 2001 Plan, including granting options under the 2001 Plan. In addition, pursuant to the terms of the 2001 Plan, the Board of Directors delegated to the Company’s chief executive officer limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. The Company ceased making grants under the 2001 Plan following adoption of an amendment to the 2004 Plan at the Company’s annual stockholders’ meeting on May 25, 2006. | |||||||||||||
As of December 31, 2013, an aggregate of 1,101,241 shares had been issued under the 2001 Plan and options to purchase an aggregate of 13,500 shares remained outstanding. | |||||||||||||
2000 Director Plan | |||||||||||||
Prior to the adoption of the 2004 Plan, the Company granted non-statutory stock options to the Company’s non-employee directors pursuant to the 2000 Director Plan. The Company ceased making grants under the 2000 Director Plan following adoption of the 2004 Plan. | |||||||||||||
As of December 31, 2013, an aggregate of 177,086 shares had been issued under the 2000 Directors Plan and no shares remained outstanding. | |||||||||||||
1998 Plan | |||||||||||||
In April 1998, the Company adopted the 1998 Plan, which provided for the grant of stock options, restricted stock and other share-based awards to employees, officers, directors, consultants, and advisors of the Company and its subsidiaries, including any individuals who have accepted an offer of employment. The 1998 Plan terminated in April 2008. Under the 1998 Plan, the Board of Directors had authority to determine the term of each option, the option price, the number of shares for which each option is granted and the rate at which each option becomes exercisable. The 1998 Plan provided that 6,118,259 shares of common stock could be issued pursuant to awards under the 1998 Plan. Shares awarded under the 1998 Plan that were subsequently canceled were available to be granted again under the 1998 Plan. During 1999, the Board of Directors amended all then-outstanding options to allow holders to exercise the options prior to vesting, provided that the shares of common stock issued upon exercise of the option would be subject to transfer restrictions and vesting provisions that allowed the Company to repurchase unvested shares at the exercise price. The Board of Directors delegated its authority under the 1998 Plan to the Compensation Committee, which administered the 1998 Plan, including granting options and other awards under the 1998 Plan. In addition, pursuant to the terms of the 1998 Plan, the Board of Directors delegated to the Company’s chief executive officer limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 1998 Plan generally vest in increments over four years and have a ten-year term. The Company ceased making grants under the 1998 Plan following adoption of an amendment to the 2004 Plan at its annual stockholders’ meeting on May 25, 2006. | |||||||||||||
As of December 31, 2013, an aggregate of 5,064,910 shares had been issued under the 1998 Plan and options to purchase an aggregate of 55,990 shares remained outstanding. | |||||||||||||
Stock Option Activity | |||||||||||||
The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2013: | |||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||
Exercise Price | Average | Intrinsic Value | |||||||||||
Per Share | Remaining | ||||||||||||
Contractual | |||||||||||||
Term | |||||||||||||
Outstanding, January 1, 2011 | 8,025,411 | 19.63 | |||||||||||
Granted | 2,108,510 | 9.01 | |||||||||||
Exercised | (451,600 | ) | 5.77 | ||||||||||
Forfeited and expired | (545,644 | ) | 20.31 | ||||||||||
Outstanding, December 31, 2011 | 9,136,677 | 18.51 | |||||||||||
Granted | 1,619,702 | 17.04 | |||||||||||
Exercised | (1,342,739 | ) | 11.04 | ||||||||||
Forfeited and expired | (301,608 | ) | 17.3 | ||||||||||
Outstanding, December 31, 2012 | 9,112,032 | $ | 18.61 | ||||||||||
Granted | 2,263,649 | 32.2 | |||||||||||
Exercised | (3,425,586 | ) | 20.79 | ||||||||||
Forfeited and expired | (333,691 | ) | 23.29 | ||||||||||
Outstanding, December 31, 2013 | 7,616,404 | $ | 22.83 | 6.72 | $ | 120,239,781 | |||||||
Vested and expected to vest, December 31, 2013 | 7,351,832 | $ | 22.59 | 6.64 | $ | 117,845,281 | |||||||
Exercisable, December 31, 2013 | 4,280,447 | $ | 19.26 | 5.18 | $ | 82,884,158 | |||||||
Available for future grant at December 31, 2013 | 3,432,083 | ||||||||||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s common stock exceeded the exercise price of the options at December 31, 2013, for those options for which the quoted market price was in excess of the exercise price. The weighted-average grant date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 was $13.76, $8.95, and $7.38, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $43.5 million, $10.4 million, and $3.0 million, respectively. | |||||||||||||
In accordance with ASC 718-10, the Company recorded approximately $23.0 million, $15.0 million and $11.0 million of share-based compensation expense related to the options, restricted stock and ESPP for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, there was approximately $27.6 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company’s equity compensation plans. This cost is expected to be recognized over a weighted average period of 1.38 years. | |||||||||||||
The Company recorded approximately $15.9 million, $9.6 million, and $7.5 million in compensation expense related to options in the years ended December 31, 2013, 2012 and 2011. | |||||||||||||
For purposes of performing the valuation, employees were separated into two groups according to patterns of historical exercise behavior; the weighted average assumptions below include assumptions from the two groups of employees exhibiting different behavior. | |||||||||||||
The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 48.3 | % | 46.5 | % | 49 | % | |||||||
Risk-free interest rate | 1.079 | % | 0.825 | % | 1.73 | % | |||||||
Expected option term (years) | 5.07 | 4.95 | 4.75 | ||||||||||
The fair value of each option element of the Company’s 2000 Employee Stock Purchase Plan and 2010 Employee Stock Purchase Plan (the 2000 ESPP and the 2010 ESPP) is estimated on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Expected volatilities are based on historical volatility of the Company’s common stock. Expected term represents the six-month offering period for the 2000 ESPP and 2010 ESPP. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 32.46 | % | 32.65 | % | 38 | % | |||||||
Risk-free interest rate | 0.09 | % | 0.14 | % | 0.1 | % | |||||||
Expected option term (years) | 0.5 | 0.5 | 0.5 | ||||||||||
The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2013: | |||||||||||||
Number of | Weighted Average | ||||||||||||
Shares | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding, January 1, 2011 | 378,128 | $ | 12.18 | ||||||||||
Awarded | 250,224 | 17.59 | |||||||||||
Vested | (168,443 | ) | 13.43 | ||||||||||
Forfeited | (10,648 | ) | 13.42 | ||||||||||
Outstanding, December 31, 2011 | 449,261 | 14.7 | |||||||||||
Awarded | 369,158 | 21.89 | |||||||||||
Vested | (188,541 | ) | 15.03 | ||||||||||
Forfeited | (16,767 | ) | 14.49 | ||||||||||
Outstanding, December 31, 2012 | 613,111 | 18.93 | |||||||||||
Awarded | 266,388 | 31.8 | |||||||||||
Vested | (247,945 | ) | 17.61 | ||||||||||
Forfeited | (28,975 | ) | 22.88 | ||||||||||
Outstanding, December 31, 2013 | 602,579 | $ | 24.97 | ||||||||||
The Company grants restricted stock awards under the 2004 Plan. The restricted stock granted to employees generally vests in equal increments of 25% per year on an annual basis commencing twelve months after grant date. The restricted stock granted to non-employee directors generally vests on the first anniversary date after the grant date. Expense of approximately $6.1 million, $4.7 million and $2.9 million was recognized related to restricted stock awards in the years ended December 31, 2013, 2012 and 2011, respectively. The remaining expense of approximately $5.6 million will be recognized over a period of 1.18 years. The total fair value of the restricted stock that vested during the years ended December 31, 2013, 2012 and 2011 was $7.5 million, $4.0 million and $3.0 million, respectively. | |||||||||||||
2000 ESPP | |||||||||||||
In May 2000, the Board of Directors and the Company’s stockholders approved the 2000 ESPP. The 2000 ESPP provided for the issuance of up to 805,500 shares of common stock. The 2000 ESPP permitted eligible employees to purchase shares of common stock at the lower of 85% of the fair market value of the common stock at the beginning or at the end of each offering period. Employees who owned 5% or more of the common stock were not eligible to participate in the 2000 ESPP. Participation was voluntary. | |||||||||||||
As of December 31, 2013, the Company had issued 805,437 shares over the life of the 2000 ESPP. The Company canceled the 2000 ESPP upon approval of the 2010 ESPP. | |||||||||||||
2010 ESPP | |||||||||||||
In June 2010, the Board of Directors and the Company’s stockholders approved the 2010 ESPP, which provides for the issuance of up to 1,000,000 shares of common stock. The 2010 ESPP permits eligible employees to purchase shares of common stock at the lower of 85% of the fair market value of the common stock at the beginning or at the end of each offering period. Employees who own 5% or more of the common stock are not eligible to participate in the 2010 ESPP. Participation in the 2010 ESPP is voluntary. | |||||||||||||
The Company issued 121,845 shares, and 144,903 shares under the 2010 ESPP during the year ended December 31, 2013 and 2012, and currently has 544,207 shares in reserve for future issuance under the 2010 ESPP. The Company recorded approximately $1.0 million, and $0.7 million in compensation expense related to the 2010 ESPP in the year ended December 31, 2013 and 2012. | |||||||||||||
Common Stock Reserved for Future Issuance | |||||||||||||
At December 31, 2013, there were 544,207 shares of common stock available for grant under the 2010 ESPP and 3,432,083 shares of common stock available for grant under the 2013 Plan. |
Earnings_per_Share
Earnings per Share | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2013, 2012 and 2011. | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic and diluted | ||||||||||||
Net income attributable to The Medicines Company | $ | 15,512 | $ | 51,254 | $ | 127,877 | ||||||
Net weighted average common shares outstanding, basic | 58,096 | 53,545 | 53,496 | |||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | 4,556 | 1,801 | 911 | |||||||||
Weighted average common shares outstanding, diluted | 62,652 | 55,346 | 54,407 | |||||||||
Income per common share attributable to The Medicines Company, basic | $ | 0.27 | $ | 0.96 | $ | 2.39 | ||||||
Income per common share attributable to The Medicines Company, diluted | $ | 0.25 | $ | 0.93 | $ | 2.35 | ||||||
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 years ended December 31, 2013, 2012 and 2011, options to purchase 1,335,570 shares, 3,171,163 shares, and 6,970,991 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 year ended December 31, 2013, there were no shares of unvested restricted stock excluded from the calculation of diluted earnings per common share. For the years ended December 2012 and December 2011, 77,235 shares, and 62,473 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. As the Company is required to pay cash for the principal amount of the notes upon conversion, there is no impact to earnings per share. 1,468,006 shares for the excess premium calculation on these notes is included in the diluted shares at December 31, 2013. | ||||||||||||
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. | ||||||||||||
In addition, in connection with the Note Hedges, the Company entered into warrant transactions with the Hedge Counterparties, pursuant to which the Company sold 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. The shares of common stock issuable upon the exercise of the warrants included in diluted shares for the year ended December 31, 2013, were 107,263 shares. . 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 | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The benefit from (provision for) income taxes in 2013, 2012 and 2011 consists of current and deferred federal, state and foreign taxes based on income and state taxes based on net worth as follows: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | (8,889 | ) | $ | (2,492 | ) | $ | (1,299 | ) | |||
State | (287 | ) | (1,309 | ) | (1,677 | ) | ||||||
Foreign | (2,456 | ) | (863 | ) | (226 | ) | ||||||
(11,632 | ) | (4,664 | ) | (3,202 | ) | |||||||
Deferred: | ||||||||||||
Federal | (10,726 | ) | (26,388 | ) | 48,384 | |||||||
State | 20,999 | (3,920 | ) | 5,077 | ||||||||
Foreign | (1 | ) | (66 | ) | (225 | ) | ||||||
10,272 | (30,374 | ) | 53,236 | |||||||||
Total benefit from (provision for) income taxes | $ | (1,360 | ) | $ | (35,038 | ) | $ | 50,034 | ||||
The components of income before income taxes consisted of: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Domestic | $ | 17,516 | $ | 92,998 | $ | 84,390 | ||||||
International | (644 | ) | (6,790 | ) | (6,547 | ) | ||||||
Total | $ | 16,872 | $ | 86,208 | $ | 77,843 | ||||||
The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2013, 2012, and 2011 to income before income taxes is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Statutory rate applied to pre-tax income | $ | 5,905 | $ | 30,202 | $ | 27,245 | ||||||
Add (deduct): | ||||||||||||
State income taxes, net of federal benefit | (13,463 | ) | 3,399 | (2,210 | ) | |||||||
Foreign | 1,854 | 2,136 | (1,263 | ) | ||||||||
Tax exempt portion of WilmerHale settlement | — | — | (4,344 | ) | ||||||||
Revaluation of contingent purchase price | 5,930 | (511 | ) | (1,735 | ) | |||||||
Tax credits | (6,052 | ) | (1,712 | ) | (1,000 | ) | ||||||
Lobbying costs | — | 171 | — | |||||||||
Acquisition costs | 3,024 | — | — | |||||||||
Meals and entertainment | 468 | 386 | 349 | |||||||||
Uncertain tax positions | 2,574 | 542 | — | |||||||||
Other | 1,120 | 425 | (567 | ) | ||||||||
(Decrease) to valuation allowances | — | (66,509 | ) | |||||||||
Income tax provision (benefit) | $ | 1,360 | $ | 35,038 | $ | (50,034 | ) | |||||
The significant components of the Company’s deferred tax assets are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 49,451 | $ | 23,501 | ||||||||
Tax credits | 13,279 | 13,581 | ||||||||||
Intangible assets | 29,370 | 17,760 | ||||||||||
Stock based compensation | 16,371 | 16,994 | ||||||||||
Other | 16,174 | 10,386 | ||||||||||
Total deferred tax assets | 124,645 | 82,222 | ||||||||||
Valuation allowance | (4,186 | ) | (2,425 | ) | ||||||||
Total deferred tax assets net of valuation allowance | 120,459 | 79,797 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Fixed assets | $ | (4,044 | ) | $ | (1,192 | ) | ||||||
Indefinite lived intangible assets | (231,662 | ) | (18,099 | ) | ||||||||
Total deferred tax liabilities | (235,706 | ) | (19,291 | ) | ||||||||
Net deferred tax assets | $ | (115,247 | ) | $ | 60,506 | |||||||
At December 31, 2013 and 2012, the Company's current net deferred tax asset was $13.5 million and $13.9 million, respectively, and its non-current net deferred tax asset/(liability) was $(128.7) million and $46.6 million, respectively. | ||||||||||||
At December 31, 2013 and 2012, none of the deferred tax asset valuation allowance related to net operating loss carryforwards was associated with anticipated tax benefits from exercises of non-qualified stock options. | ||||||||||||
At December 31, 2013 and 2012, the Company recorded a valuation allowance of $4.2 million and $2.4 million, respectively, principally against net operating loss carryforwards in foreign jurisdictions. The Company recorded corresponding deferred income tax benefits in the related quarter and full-year income tax provisions. The Company considered positive and negative evidence including its level of past and future operating income, the utilization of carryforwards, the status of litigation with respect to the Angiomax patents and other factors in arriving at its decision to recognize the deferred tax assets. | ||||||||||||
The Company continues to evaluate the realizability of its deferred tax assets and liabilities 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, the regulatory approval of products currently under development and the extension of the patent rights relating to Angiomax. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company's income taxes. | ||||||||||||
The Company has significant federal and state net operating loss carryforwards and federal and state tax credit carryforwards. To the extent then available, these can be used to offset taxable income and tax liabilities in future years. The Company's net operating loss carryforwards will begin expiring in 2018 for federal purposes if it has not used them prior to that time, and the Company's federal tax credits will begin expiring in 2029 unless previously used. The Company's Federal Alternative Minimum Tax credits and its California research and development credits carry forward indefinitely. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards and tax credit carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. | ||||||||||||
In 1998 and 2002, the Company experienced a change in ownership as defined in Section 382 of the Internal Revenue Code. However, based on the market value of the Company at such dates, the Company believes that these ownership changes will not significantly impact its ability to use net operating losses or tax credits in the future to offset taxable income. On February 26, 2009 the Company acquired 100% of the stock of Targanta and became a successor to certain of its net operating loss and tax credit carryforwards. During 2013 the Company acquired the stock of Incline and Rempex and became the successor of certain net operating losses and tax credit carryforwards. These tax attributes are also subject to a limitation under Internal Revenue Code Section 382 and the amounts combined with those of the Company in the table below have been reduced for such limitation. In addition, utilization of these net operating loss and tax credit carryforwards is dependent upon the Company achieving profitable results. To the extent the Company's use of net operating loss and tax credit carryforwards is further limited by Section 382 as a result of the issuance of common stock in future transactions or by other future events, the Company's income would be subject to cash payments of income tax earlier than it would if the Company was able to fully use its net operating loss and tax credit carryforwards in the U.S. The Company is also subject to alternative minimum tax. | ||||||||||||
At December 31, 2013, the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: | ||||||||||||
Federal Net | Federal Research | |||||||||||
Operating Loss | and Development | |||||||||||
Tax Credit | ||||||||||||
Year of Expiration | Carryforwards | Carryforwards | ||||||||||
(In thousands) | ||||||||||||
2018-2024 | $ | 10,246 | $ | — | ||||||||
2027 | 38,954 | — | ||||||||||
2028 | 4,755 | — | ||||||||||
2029 | 1,225 | 111 | ||||||||||
2030 | 5,716 | 353 | ||||||||||
2031 | 33,617 | 493 | ||||||||||
2032 | 36,020 | 1,974 | ||||||||||
2033 | — | |||||||||||
$ | 130,533 | $ | 2,931 | |||||||||
At December 31, 2013 the Company has the following additional carryforwards: Alternative Minimum Tax Credits of $9.8 million with no expiration date and foreign net operating losses of approximately $16.0 million expiring between 2014 and 2032. | ||||||||||||
The Company reduced its deferred tax asset attributable to certain tax credits by approximately $5.6 million in 2013 to appropriately measure the amount of such deferred tax asset to be realized. The recognition of these tax benefits will impact the Company’s effective income tax rate when recognized. The Company does not anticipate a significant change in its unrecognized tax benefits in the next twelve months. The Company is no longer subject to federal, state or foreign income tax audits for tax years prior to 2010. However applicable taxing authorities can review and adjust net operating loss or tax credit carryforwards originating in a closed tax year if utilized in an open tax year . A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||||
Gross | ||||||||||||
Unrecognized | ||||||||||||
Tax Benefits | ||||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2012 | $ | 1,891 | ||||||||||
Additions related to current year tax positions | — | |||||||||||
Additions for prior year tax positions | 542 | |||||||||||
Reductions for prior year tax positions | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2012 | 2,433 | |||||||||||
Additions related to current year tax positions | 600 | |||||||||||
Additions for prior year tax positions | 5,090 | |||||||||||
Reductions for prior year tax positions | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2013 | $ | 8,123 | ||||||||||
The Company classifies interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not accrued any interest or penalties as of December 31, 2013. The Company has increased its ASC 740-10 liability for prior year tax positions due to the acquisitions of Incline, ProFibrix and Rempex. | ||||||||||||
The Company provides income taxes on the earnings of foreign subsidiaries to the extent those earnings are taxable or are expected to be remitted. As of December 31, 2013, the Company's accumulated foreign unremitted earnings are approximately $0.9 million. The Company's policy is to leave its unremitted foreign earnings invested indefinitely outside the United States. | ||||||||||||
On September 13, 2013, Treasury and the Internal Revenue Service issued final regulations regarding the deduction and capitalization of expenditures related to tangible property. The final regulations under Internal Revenue Code Sections 162, 167 and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. The Company has evaluated these regulations and determined it will not have a material impact on its consolidated results of operations, cash flows or financial position. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||||||
FASB 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 price associated with the Company's business combinations. The fair value of the certain development or regulatory milestone based contingent purchase prices were determined in a discounted cash flow framework by probability weighting the future contractual payment with management's assessment of the likelihood of achieving these milestones and present valuing them using a risk adjusted discount rate. Certain sales milestone based payments were determined in a discounted cash flow framework where risk-adjusted revenue scenarios were estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk adjusted discount rate. | ||||||||||||||||||||||||||||||||
The following table sets forth the Company’s assets and liabilities that were measured at fair value on a recurring basis at December 31, 2013 and 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 December 31, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Balance at | Quoted Prices in | Significant | Significant | Balance at | ||||||||||||||||||||||||||
Active Markets for | Other | Unobservable | December 31, | Active Markets for | Other | Unobservable | December 31, | ||||||||||||||||||||||||||
Identical Assets | Observable | Inputs | Identical Assets | Observable | Inputs | ||||||||||||||||||||||||||||
Inputs | Inputs | ||||||||||||||||||||||||||||||||
Assets and Liabilities | (Level 1) | (Level 2) | (Level 3) | 2013 | (Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
Money market | $ | — | $ | — | $ | — | $ | 14,751 | $ | — | $ | — | $ | 14,751 | |||||||||||||||||||
U.S. treasury notes | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
U.S. government agency | — | — | — | — | — | 7,097 | — | 7,097 | |||||||||||||||||||||||||
Corporate debt securities | — | — | — | — | — | 43,778 | — | 43,778 | |||||||||||||||||||||||||
Total assets at fair value | $ | — | $ | — | $ | — | $ | — | $ | 14,751 | $ | 50,875 | $ | — | $ | 65,626 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 302,363 | $ | 302,363 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | |||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 302,363 | $ | 302,363 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | |||||||||||||||||
Level 3 Disclosures | |||||||||||||||||||||||||||||||||
The Company measures its 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 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. | |||||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | |||||||||||||||||||||||||||||||||
Fair Value as of | |||||||||||||||||||||||||||||||||
December 31, 2013 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,573 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11.30% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 115,890 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 85% (79%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 84,000 | 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% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 87,900 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2014 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,000 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (18%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | ||||||||||||||||||||||||||||||||
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 agreement with Targanta, Incline, ProFibrix and Rempex. The significant unobservable inputs used in the fair value measurement of the Company's contingent purchase price are the probabilities of successful achievement of development, regulatory and sales milestones, which would trigger payments under the Targanta, Incline, ProFibrix and Rempex agreement, probabilities as to the periods in which the milestones are expected to be achieved and a discount rate. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. 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, respectively. | |||||||||||||||||||||||||||||||||
The changes in fair value of the Company’s Level 3 contingent purchase price during the year ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 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 | ||||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Rempex as of December 3, 2013 | 96,700 | ||||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase price included in net income | 16,942 | (1,460 | ) | ||||||||||||||||||||||||||||||
Balance at end of period | $ | 302,363 | $ | 18,971 | |||||||||||||||||||||||||||||
For the year ended December 31, 2013, the changes in the carrying value of the contingent purchase price obligations resulted from the Company's purchase of Incline, ProFibrix, Rempex 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 year ended December 31, 2013. | |||||||||||||||||||||||||||||||||
No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the year ended December 31, 2013. |
Restructuring_Costs_and_Other_
Restructuring Costs and Other, Net | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Restructuring Costs and Other, Net | ' | |||||||||||||||||||
Restructuring Costs and Other, Net | ||||||||||||||||||||
In February 2013, the Company commenced a workforce reduction 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 $5.7 million during 2013 and the Company expects to pay out $0.4 million during the first quarter of 2014. | ||||||||||||||||||||
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 2012 associated with the 2011 Leipzig closure. These charges were recorded in research and development expenses in the Company's consolidated statement 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. | ||||||||||||||||||||
The following table sets forth details regarding the activities described above during the year ended December 31, 2013 and 2012 are as follows: | ||||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure and other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
2013 workforce reduction | — | 6,358 | (5,699 | ) | (289 | ) | 370 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,699 | ) | $ | (1,298 | ) | $ | 370 | ||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2012 | 2012 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure | $ | 697 | $ | — | $ | (697 | ) | $ | — | $ | — | |||||||||
Other associated costs | 918 | 229 | (138 | ) | 1,009 | |||||||||||||||
Total | $ | 1,615 | $ | 229 | $ | (835 | ) | $ | — | $ | 1,009 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||
The Company’s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. These include commitments related to purchases of inventory of the Company’s products, research and development service agreements, operating leases and selling, general and administrative obligations, increases to the Company’s restricted cash in connection with its new principal office space in Parsippany, New Jersey, and royalties, milestone payments and other contingent payments due under the Company's licensing and acquisition agreements. | |||||||||||||||||||||||||||||
Future estimated contractual obligations as of December 31, 2013 are: | |||||||||||||||||||||||||||||
Contractual Obligations (1) | 2014 | 2015 | 2016 | 2017 | 2018 | Later Years | Total | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||
Inventory related commitments | $ | 47,096 | $ | 20,958 | $ | 870 | $ | 130 | $ | 130 | $ | 130 | $ | 69,314 | |||||||||||||||
Long-term debt obligations | 3,781 | 3,781 | 3,781 | 276,891 | — | — | 288,234 | ||||||||||||||||||||||
Research and development | 33,382 | 882 | 117 | 53 | 3 | — | 34,437 | ||||||||||||||||||||||
Operating leases | 7,729 | 6,787 | 6,092 | 5,386 | 4,459 | 24,382 | 54,835 | ||||||||||||||||||||||
Selling, general and administrative | 1,934 | 832 | 128 | 74 | — | — | 2,968 | ||||||||||||||||||||||
Total contractual obligations | $ | 93,922 | $ | 33,240 | $ | 10,988 | $ | 282,534 | $ | 4,592 | $ | 24,512 | $ | 449,788 | |||||||||||||||
-1 | This table does not include any milestone and royalty payments which may become payable to third-parties for which the timing and likelihood of such payments are not known, as discussed below. | ||||||||||||||||||||||||||||
All of the inventory related commitments included above are non-cancellable. Included within the inventory related commitments above are purchase commitments totaling $26.6 million for 2014 and $20.1 million for 2015 for Angiomax bulk drug substance. Of the total estimated contractual obligations for research and development and selling, general and administrative activities, $13.8 million is non-cancellable. | |||||||||||||||||||||||||||||
The Company's long-term debt obligations reflect its obligations under the Notes to pay interest on the $275.0 million aggregate principal amount of the Notes and to make principal payments on the Notes at maturity or upon conversion. | |||||||||||||||||||||||||||||
The Company leases its principal offices in Parsippany, New Jersey. The lease covers 173,146 square feet and expires January 2024. | |||||||||||||||||||||||||||||
Approximately 85% of the total operating lease commitments above relate to the Company’s principal office building in Parsippany, New Jersey. Also included in total property lease commitments are automobile leases, computer leases and other property leases that the Company entered into while expanding the its global infrastructure. | |||||||||||||||||||||||||||||
Aggregate rent expense under the Company’s property leases was approximately $7.3 million in 2013, $5.8 million in 2012 and $7.3 million in 2011. | |||||||||||||||||||||||||||||
In addition to the amounts shown in the above table, the Company is contractually obligated to make potential future success-based development, regulatory and commercial milestone payments and royalty payments in conjunction with collaborative agreements or acquisitions it has entered into with third-parties. These contingent payments include royalty payments with respect to Angiomax under the Company’s license agreements with Biogen and HRI, royalty and milestone payments with respect to Cleviprex, and contingent payments with respect to cangrelor, oritavancin , MDCO-216, IONSYS, Fibrocaps and Carbavance and profit sharing with respect to the Company's sales of ready-to-use Argatroban. In addition, the Company will require cash to make payments under the license agreements and other acquisition agreements to which it is a party, including potentially a payment to BMS if the Company exercises the option granted to it, of a purchase price equal to the net book value of inventory included in the acquired assets, plus an additional amount to be determined in accordance with the terms of the master transaction agreement. | |||||||||||||||||||||||||||||
Additionally, the Company may have to make these significant contingent cash payments in connection with its acquisition and licensing activities upon the achievement of specified regulatory, sales and other milestones as follows: | |||||||||||||||||||||||||||||
• | $49.4 million due to the former shareholders of Targanta and up to $40.0 million in additional payments to other third parties; | ||||||||||||||||||||||||||||
• | up to $205.0 million due to the former shareholders of Incline and up to $115.5 million in additional payments to other third parties; | ||||||||||||||||||||||||||||
• | up to $140.0 million due to the former shareholders of ProFibrix; | ||||||||||||||||||||||||||||
•up to $334.0 million due to the former shareholders of Rempex; | |||||||||||||||||||||||||||||
• up to $180.0 million due to the Alnylam license and collaboration agreement; | |||||||||||||||||||||||||||||
• up to $422.0 million due to the Company's license agreement with Pfizer Inc. related to MDCO-216; and | |||||||||||||||||||||||||||||
•up to $54.5 million due to the Company's license agreement with AstraZeneca related to cangrelor. | |||||||||||||||||||||||||||||
Given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Accordingly, these contingent payments have not been included in the table above as the timing of any future payment is not reasonable estimable. | |||||||||||||||||||||||||||||
In 2013, 2012 and 2011, the Company incurred aggregate royalties to Biogen and HRI of $140.7 million, $122.2 million and $108.2 million, respectively, and royalties to AstraZeneca with respect to Cleviprex of $1.0 million, $1.0 million and $0.8 million, and royalties to BMS with respect to Recothrom of $7.4 million, respectively. | |||||||||||||||||||||||||||||
Teva API, Inc. | |||||||||||||||||||||||||||||
Contemporaneously with entering into the settlement and license agreements with Teva Pharmaceuticals USA, Inc. and its affiliates on September 30, 2011, the Company and Teva API entered into a supply agreement under which the Company agrees to purchase from Teva API certain minimum quantities of the active pharmaceutical ingredient bivalirudin for the Company's commercial supply at agreed upon specified prices. The initial term of the supply agreement ends December 31, 2015 and will automatically be renewed for up to two successive three-year periods unless terminated by the Company with at least six-month written notice or by Teva API with at least 24-months written notice prior to the expiration of the initial term or either renewal term. The Company has the right to terminate the supply agreement, effectively immediately, if a generic form of bivalirudin is launched after January 1, 2013. The Company and Teva API may terminate the supply agreement in the event of a material breach by the other party, unless the material breach is cured within 30 days of a written notice, and the Company may terminate the supply agreement upon breach of the settlement agreement and certain breaches of the license agreement. During 2013, the Company purchased Teva API(active pharmaceutical ingredient), bivalirudin, in the amount of $8.5 million. | |||||||||||||||||||||||||||||
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 when information available indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. | |||||||||||||||||||||||||||||
The Company is currently party to the other legal proceedings described in Part I, Item 3 of this annual report on Form 10-K, 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 I, Item 3, Legal Proceedings, of this annual report on Form 10-K, 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. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
Employee Benefit Plan | |
The Company has an employee savings and retirement plan which is qualified under Section 401(k) of the Internal Revenue Code. The Company’s employees may elect to reduce their current compensation up to the statutorily prescribed limit and have the amount of such reduction contributed to the 401(k) plan. Effective March 2010, the Company agreed to make matching contributions of 50% of employee’s contributions up to a maximum of 6% of an employee’s eligible earnings. The Company made matching contributions in December 31, 2013 and 2012 of $1.6 million and $1.2 million, respectively. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 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. | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Net revenue: | |||||||||||||||||||||
United States | $ | 629,459 | 91.5 | % | $ | 512,044 | 91.7 | % | $ | 453,163 | 93.5 | % | |||||||||
Europe | 50,419 | 7.3 | % | 38,517 | 6.9 | % | 25,532 | 5.3 | % | ||||||||||||
Other | 7,986 | 1.2 | % | 8,027 | 1.4 | % | 6,037 | 1.2 | % | ||||||||||||
Total net revenue | $ | 687,864 | $ | 558,588 | $ | 484,732 | |||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
United States | $ | 1,139,210 | 99.2 | % | $ | 166,129 | 99.1 | % | |||||||||||||
Europe | 1,989 | 0.2 | % | 1,243 | 0.7 | % | |||||||||||||||
Other | 7,068 | 0.6 | % | 239 | 0.1 | % | |||||||||||||||
Total long-lived assets | $ | 1,148,267 | $ | 167,611 | |||||||||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Selected Quarterly Financial Data | ' | |||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||||||||||||||||||
The following table presents selected quarterly financial data for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | |||||||||||||||||||||||||
-1 | -2 | |||||||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue | $ | 155,753 | $ | 172,826 | $ | 174,282 | $ | 185,003 | $ | 126,610 | $ | 135,702 | $ | 136,786 | $ | 159,490 | ||||||||||||||||
Cost of revenue | 56,714 | 63,938 | 65,794 | 76,339 | 38,663 | 42,681 | 43,767 | 52,228 | ||||||||||||||||||||||||
Total operating expenses | 178,392 | 143,907 | 151,509 | 200,865 | 75,964 | 73,429 | 77,932 | 70,851 | ||||||||||||||||||||||||
Net income (loss) attributable to The Medicines Company | (11,573 | ) | 18,094 | 7,793 | 1,198 | 7,571 | 13,755 | 9,265 | 20,663 | |||||||||||||||||||||||
Basic net income per common share attributable to The Medicines Company | $ | (0.21 | ) | $ | 0.33 | $ | 0.13 | $ | 0.02 | $ | 0.14 | $ | 0.25 | $ | 0.18 | $ | 0.39 | |||||||||||||||
Diluted net income per common share attributable to The Medicines Company | $ | (0.21 | ) | $ | 0.3 | $ | 0.12 | $ | 0.02 | $ | 0.14 | $ | 0.25 | $ | 0.17 | $ | 0.38 | |||||||||||||||
-1 | Net loss for the first quarter of 2013 includes licensing costs of $25 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. | |||||||||||||||||||||||||||||||
-2 | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. |
Collaboration_Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Collaboration Agreements [Abstract] | ' |
Collaboration Agreements | ' |
Collaboration Agreements | |
AstraZeneca LP | |
In April 2012, the Company entered into an agreement with AstraZeneca LP pursuant to which the Company and AstraZeneca LP 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 LP 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 LP 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 the Company's 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 December 31, 2013, the Company has recognized total co-promotion revenue of approximately $25.0 million from AstraZeneca LP under the global collaboration agreement. | |
At the end of the second year of the agreement, AstraZeneca LP 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 LP elects to terminate the agreement at the end of the third year and the performance targets for the third year have been achieved, AstraZeneca LP 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 December 31, 2013, other than the initial $25 million license payment, the Company has not made any payments to Alnylam under the agreement. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
The changes in accumulated other comprehensive losses are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized (gain) loss on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | (601 | ) | $ | 53 | $ | (548 | ) | |||||
Other comprehensive (loss) income before reclassifications | (224 | ) | 6 | (218 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (224 | ) | 6 | (218 | ) | ||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive loss before reclassifications | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive loss | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Balance at December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
BARDA Agreement | |
In February 2014, the Company's subsidiary Rempex entered into an agreement with the Biomedical Advanced Research and Development Authority (BARDA) of the U.S. Department of Health and Human Services, under which Rempex has the potential to receive up to $89.8 million in funding to support the development of Carbavance. The BARDA agreement is a cost-sharing arrangement that consists of an initial base period and seven option periods that BARDA may exercise in its sole discretion. The BARDA agreement provides for an initial commitment by BARDA of an aggregate of $19.8 million for the initial base period and the first option period, and up to an additional $70.0 million if the remaining six option periods are exercised by BARDA. Under the cost-sharing arrangement, Rempex will be responsible for a designated portion of the costs associated with each period of work. If all option periods are exercised by BARDA, the estimated period of performance would continue until approximately July 31, 2019. BARDA is entitled to terminate the agreement, including the projects under the agreement, for convenience, in whole or in part, at any time and is not obligated to provide continued funding beyond current year amounts from Congressionally approved annual appropriations. The Company expects to use the award under the BARDA agreement to support non-clinical development activities, clinical studies, manufacturing and associated regulatory activities designed to obtain marketing approval of Carbavance in the U.S. for treatment of serious gram-negative infections. The BARDA agreement also covers initial non-clinical studies to assess the potential usefulness of Carbavance for treatment of certain gram-negative bioterrorism agents. | |
Class Action Lawsuit | |
On February 21, 2014, a class action lawsuit was filed against the Company and certain of its current and former officers in the United States District Court for the District of New Jersey by David Serr on behalf of stockholders who purchased or otherwise acquired the Company's common stock between February 20, 2013 through February 12, 2014, which the Company refers to as the class period. The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, including allegations that the Company's stock was artificially inflated during the class period because the Company and certain of its current and former officers allegedly made misrepresentations or did not make proper disclosures regarding the results of clinical trials, which tested the efficacy and safety of cangrelor. Specifically, the lawsuit alleges that statements made throughout the class period about the trials were misleading because they failed to disclose that cangrelor did not show superiority to the drug clopidogrel and that the clinical trials were unethically and inappropriately administered. The complaint seeks, among other relief, class certification of the lawsuit, unspecified damages, interest, attorneys’ fees, expert fees and other costs. The Company believes it has valid defenses to the claims in the lawsuit, will deny liability and intend to defend itself vigorously. There can be no assurance, however, that the Company will be successful. An adverse resolution of the lawsuit could have a material adverse effect on the Company's business, financial condition or results of operations. The Company is presently unable to predict the outcome of the lawsuit or to reasonably estimate a range of potential losses, if any, related to the lawsuit. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. | ||
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 income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | ||
Available-for-sale Securities | ' | |
Available for Sale Securities | ||
The Company considers securities with original maturities of greater than three months to be available for sale securities. Securities under this classification are recorded at fair market value and unrealized gains and losses are recorded as a separate component of stockholders’ equity. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses are other than temporary. | ||
Investments | ' | |
Investments | ||
The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method in accordance with the FASB Accounting Standards Codification (ASC) 325-20, “Cost Method Investments” (ASC 325-20). Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired based on criteria outlined in ASC 325-20. These non-marketable securities have been classified as investments and included in other assets on the consolidated balance sheets. | ||
Inventory | ' | |
Inventory | ||
The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax and Cleviprex bulk substance is classified as raw materials and its costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. | ||
Fixed Assets | ' | |
Fixed Assets | ||
Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. | ||
Treasury Stock | ' | |
Treasury Stock | ||
Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. | ||
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 is 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. | ||
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. | ||
Recoverability of Long-Lived Assets | ' | |
Recoverability of Long-Lived Assets | ||
The Company reviews the carrying value of goodwill and indefinite lived intangible assets annually and whenever indicators of impairment are present. 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. A reporting unit is defined as an operating segment or one level below an operating segment. Long-lived assets used in operations and amortizing intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and the fair value. Based on the Company’s analysis, there was no impairment of goodwill and indefinite lived intangible assets in connection with the annual impairment tests that were performed during 2013. | ||
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. | ||
Risks and Uncertainties | ' | |
Risks and Uncertainties | ||
The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. | ||
Concentrations of Credit Risk | ' | |
Concentrations of Credit Risk | ||
Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents, available for sale securities and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments in high-quality financial instruments with high quality institutions. | ||
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. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
Product Sales. The Company distributes Angiomax, Recothrom, Cleviprex, the acute care generic products it markets and its ready-to-use Argatroban (collectively, the products) in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). Under this model, the Company records revenue upon shipment of Angiomax and Recothrom to ICS. ICS then sells the products to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States and, in certain cases, directly to hospitals. The Company’s agreement with ICS, which it initially entered into in February 2007, provides that ICS will be the Company’s exclusive distributor of the products in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of the products, to maintain an appropriate level of inventory based on the Company's customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company's standard return policy and has sole responsibility for determining the prices at which it sells the products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2015 but will automatically renew for additional one-year periods unless either party gives notice at least 90 days prior to the automatic extension. | ||
Either party may terminate the agreement at any time and for any reason upon 180 days prior written notice to the other party. In addition, either party may terminate the agreement upon an uncured default of a material obligation by the other party and other specified conditions. In May 2013, the Company entered into an amendment to its agreement with ICS to include Recothrom and the acute care generic products under the agreement. The Company expects to enter into an amendment to its agreement with ICS in the first quarter of 2014 to include Minocin IV under the agreement. | ||
In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox, with a sales force that is experienced in selling to hospital customers. As of December 31, 2013, the Company markets and sells Angiomax in Australia and New Zealand. The Company also markets and sells Angiomax outside the United States through distributors. The Company only sells Cleviprex outside the United States in Switzerland. | ||
The Company had deferred revenue of $0.8 million as of December 31, 2013 and December 31, 2012 associated with sales of Angiomax to wholesalers outside of the United States. The Company recognizes revenue from such sales when hospitals purchase the product. | ||
The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. | ||
The Company recognizes sales from Cleviprex, ready-to-use Argatroban and acute care generic products under a deferred revenue model. Under its deferred revenue model, the Company does not recognize revenue upon product shipment to ICS. Instead, upon product shipment, the Company invoices ICS, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. | ||
The Company had deferred revenue of $3.0 million as of December 31, 2013 and $1.6 million as of December 31, 2012 associated with sales of Cleviprex, ready-to-use Argatroban and the acute care generic products in the United States. When such estimates can be reasonably estimable, the Company expects to recognize revenue from these products upon shipment to ICS in the same manner as the Company recognizes Angiomax and Recothrom revenue. The Company recognized $16.0 million, $10.4 million and $0.8 million of revenue associated with Cleviprex, the acute care generic products and ready-to-use Argatroban during 2013, 2012 and 2011, respectively, related to purchases by hospitals. | ||
The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. | ||
The nature of the Company’s allowances and accruals require critical estimates, and the specific considerations the Company uses in estimating its amounts are as follows. | ||
• | Product returns. The Company’s customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. | |
In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. | ||
In the fourth quarter of 2011, Eagle, the licensor of ready-to-use Argatroban, announced a voluntary recall of four lots of ready-to-use Argatroban, which caused the Company to increase its product returns reserve to $3.4 million. | ||
At December 31, 2013 and December 31, 2012, the Company’s accrual for product returns was $2.4 million and $1.1 million, respectively. | ||
• | Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. | |
Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’s acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. | ||
As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. | ||
The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which detail historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. | ||
The Company’s allowance for chargebacks was $25.0 million and $14.8 million at December 31, 2013 and December 31, 2012, respectively. The Company did not have any significant allowance for rebates at December 31, 2013 and at December 31, 2012. | ||
• | Fees-for-service. The Company offers discounts to certain wholesalers and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled with the wholesalers or ICS within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $3.1 million and $3.6 million at December 31, 2013 and December 31, 2012, respectively. | |
The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. | ||
Cost of Revenue | ' | |
Cost of Revenue | ||
Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex and ready-to-use Argatroban sold, royalty expenses under the Company's agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Recothrom, Cleviprex and ready-to-use Argatroban, including distribution, storage and handling costs. | ||
Advertising Costs | ' | |
Advertising Costs | ||
The Company expenses advertising costs as incurred. | ||
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. | ||
Share-Based Compensation | ' | |
Share-Based Compensation | ||
The Company accounts for share-based compensation in accordance with ASC 718-10 (ASC 718-10), and recognizes expense using the accelerated expense attribution method. ASC 718-10 requires companies to recognize compensation expense in an amount equal to the fair value of all share-based awards granted to employees. The Company estimates the fair value of its options on the date of grant using the Black-Scholes closed-form option-pricing model. | ||
Expected volatilities are based principally on historic volatility of the Company’s common stock as well as implied volatilities of peer companies in the life science industry over a range of periods from 12 to 60 months and other factors. The Company uses historical data to estimate forfeiture rate. The expected term of options represents the period of time that options granted are expected to be outstanding. The Company has made a determination of expected term by analyzing employees’ historical exercise experience and has made estimates of future exercises of unexercised options based on the midpoint between the vesting date and end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. | ||
Foreign Currencies | ' | |
Foreign Currencies | ||
The functional currencies of the Company’s foreign subsidiaries are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. | ||
The Company's annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. | ||
In accordance with ASC 740, the Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company's tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company's liability for uncertain tax positions is reflected as a reduction to its deferred tax assets in its consolidated balance sheet. | ||
Comprehensive Income (Loss) | ' | |
Comprehensive Income (Loss) | ||
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities, which are 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. | ||
In July 2013, the FASB issued Accounting Standards Update "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11). ASU 2013-11 requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 is effective prospectively for fiscal years and interim periods within those years, beginning after December 15, 2013 for public entities. The Company is still assessing the impact of the adoption of this guidance on the Company's consolidated financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Schedule of Sales Allowances and Accruals | ' | |||||||||||||||||||
The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2013, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||
Cash | Returns | Chargebacks | Rebates | Fees-for- | ||||||||||||||||
Discounts | Service | |||||||||||||||||||
Balance at January 1, 2011 | $ | 1,119 | $ | 627 | $ | 13,863 | $ | 11 | $ | 2,634 | ||||||||||
Allowances for sales during 2011 | 10,911 | 3,807 | 60,318 | 1,159 | 9,136 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,119 | ) | (556 | ) | (8,481 | ) | — | (2,294 | ) | |||||||||||
Actual credits issued for sales during 2011 | (9,062 | ) | (7 | ) | (50,060 | ) | — | (6,207 | ) | |||||||||||
Balance at December 31, 2011 | 1,849 | 3,871 | 15,640 | 1,170 | 3,269 | |||||||||||||||
Allowances for sales during 2012 | 12,240 | 854 | 68,179 | — | 9,914 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,849 | ) | (3,612 | ) | (9,673 | ) | (1,170 | ) | (2,885 | ) | ||||||||||
Actual credits issued for sales during 2012 | (10,230 | ) | — | (59,303 | ) | — | (6,721 | ) | ||||||||||||
Balance at December 31, 2012 | 2,010 | 1,113 | 14,843 | — | 3,577 | |||||||||||||||
Allowances for sales during 2013 | 15,943 | 2,524 | 130,374 | — | 12,059 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,871 | ) | (1,204 | ) | (10,244 | ) | (3,049 | ) | ||||||||||||
Actual credits issued for sales during 2013 | (13,420 | ) | — | (109,933 | ) | — | (9,460 | ) | ||||||||||||
Balance at December 31, 2013 | $ | 2,662 | $ | 2,433 | $ | 25,040 | $ | — | $ | 3,127 | ||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | 2013 | 2012 | |||||||
(In thousands) | |||||||||
Raw materials | $ | 42,402 | $ | 40,244 | |||||
Work-in-progress | 27,911 | 26,594 | |||||||
Finished goods | 16,792 | 9,517 | |||||||
Total | $ | 87,105 | $ | 76,355 | |||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Schedule of Fixed Assets | ' | |||||||||
Fixed assets consist of the following: | ||||||||||
Estimated | December 31, | |||||||||
Life (Years) | 2013 | 2012 | ||||||||
(In thousands) | ||||||||||
Furniture, fixtures and equipment | 7-Mar | $ | 23,267 | $ | 10,437 | |||||
Computer software | 3 | 2,237 | 2,685 | |||||||
Computer hardware | 3 | 3,469 | 2,130 | |||||||
Leasehold improvements | 15-May | 31,735 | 19,160 | |||||||
60,708 | 34,412 | |||||||||
Less: Accumulated depreciation | (21,440 | ) | (18,312 | ) | ||||||
$ | 39,268 | $ | 16,100 | |||||||
Cash_Cash_Equivalents_Availabl1
Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 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 December 31, 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 | ||||||||||||||||
U.S. treasury notes | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Corporate debt securities | — | — | — | — | 43,772 | 43,778 | 43,778 | 6 | ||||||||||||||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 50,865 | $ | 50,875 | $ | 50,875 | $ | 10 | ||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
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. | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands, except per share amounts) | ||||||||
Net revenue | $ | 695,131 | $ | 626,194 | ||||
Net loss | $ | (24,512 | ) | $ | (94,857 | ) | ||
Basic loss per common share | $ | (0.42 | ) | $ | (1.77 | ) | ||
Diluted loss per common share | $ | (0.42 | ) | $ | (1.77 | ) | ||
Incline Therapeutics, Inc. [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
Total 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 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 | 102,613 | |||||||
Other assets | 34 | |||||||
Total Assets | $ | 367,411 | ||||||
Liabilities Assumed: | ||||||||
Accrued expenses | $ | 1,413 | ||||||
Contingent purchase price | 87,200 | |||||||
Deferred tax liabilities | 92,099 | |||||||
Total Liabilities | $ | 180,712 | ||||||
Total cash price paid upon acquisition | $ | 186,699 | ||||||
BMS [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||
Below is a summary which details the purchase price 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 Business Acquisitions, by Acquisition | ' | |||||||
Total purchase price is summarized as follows: | ||||||||
(in thousands) | ||||||||
Upfront cash consideration | $ | 105,395 | ||||||
Fair value of contingent purchase price | 82,550 | |||||||
Total estimated purchase price | $ | 187,945 | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (in thousands) | |||||||
Cash | $ | 7,880 | ||||||
Prepaid assets | 528 | |||||||
Fixed assets, net | 124 | |||||||
In-process research and development | 176,000 | |||||||
Goodwill | 52,037 | |||||||
Total Assets | $ | 236,569 | ||||||
Liabilities Assumed: | ||||||||
Accounts payable | $ | 1,074 | ||||||
Accrued expenses | 3,544 | |||||||
Contingent purchase price | 82,550 | |||||||
Deferred tax liabilities | 44,006 | |||||||
Total Liabilities | $ | 131,174 | ||||||
Total cash price paid upon acquisition | $ | 105,395 | ||||||
Rempex [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
Total estimated purchase price is summarized as follows: | ||||||||
(in thousands) | ||||||||
Estimated upfront cash consideration | $ | 140,251 | ||||||
Estimated fair value of contingent cash payment | 96,700 | |||||||
Total preliminary estimated purchase price | $ | 236,951 | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||
Below is a summary which details the preliminary allocation of assets acquired based on a preliminary estimate of the fair value of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Cash and cash equivalents | $ | 4,218 | ||||||
Accounts receivable, net | 399 | |||||||
Inventory | 566 | |||||||
Prepaid expenses and other current assets | 2,465 | |||||||
Fixed assets, net | 331 | |||||||
Intangible assets | 530 | |||||||
In-process research and development | 224,680 | |||||||
Goodwill | 68,570 | |||||||
Total Assets | 301,759 | |||||||
Liabilities Assumed: | ||||||||
Accounts payable | 1,413 | |||||||
Accrued expenses | 5,805 | |||||||
Deferred tax liabilities | 57,590 | |||||||
Total Liabilities | 64,808 | |||||||
Total preliminary estimated purchase price | $ | 236,951 | ||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | ' | |||||||||||||||||||||||||
The following information details the carrying amounts and accumulated amortization of the Company’s intangible assets subject to amortization: | ||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Average | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amount | Amount | Amount | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||||||||
Customer relationships(1) | 8 years | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | $ | 7,457 | $ | (4,106 | ) | $ | 3,351 | |||||||||||
Selling rights agreements(1) | 5.7 years | 9,125 | (5,870 | ) | 3,255 | 9,125 | (3,469 | ) | 5,656 | |||||||||||||||||
Trademarks(1) | 8 years | 3,024 | (2,284 | ) | 740 | 3,024 | (1,665 | ) | 1,359 | |||||||||||||||||
Product licenses(2) | 5.7 years | 71,530 | (25,067 | ) | 46,463 | 39,000 | (1,129 | ) | 37,871 | |||||||||||||||||
Cleviprex milestones(3) | 13 years | 2,000 | (191 | ) | 1,809 | 2,000 | (161 | ) | 1,839 | |||||||||||||||||
Total | 6.1 years | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | $ | 60,606 | $ | (10,530 | ) | $ | 50,076 | |||||||||||
_______________________________________ | ||||||||||||||||||||||||||
-1 | The Company amortizes intangible assets related to Angiox through the end of its patent life. | |||||||||||||||||||||||||
-2 | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | |||||||||||||||||||||||||
-3 | The Company amortizes intangible assets related to the Cleviprex approval over the remaining life of the patent. | |||||||||||||||||||||||||
Schedule of Indefinite-lived Intangible Assets | ' | |||||||||||||||||||||||||
The following information details the carrying amounts of the Company’s intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Gross | Adjustments | Net | Gross | Adjustments | Net | |||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | |||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 720,180 | $ | — | $ | 720,180 | 69,500 | $ | — | $ | 69,500 | |||||||||||||||
Recothrom option | 62,000 | — | 62,000 | — | — | — | ||||||||||||||||||||
Total | $ | 782,180 | $ | — | $ | 782,180 | $ | 69,500 | $ | — | $ | 69,500 | ||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||||||||||||
The changes in in the carrying amount of goodwill for the years ended December 31, 2013 and December 31, 2012 are as follows: | ||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Balance at beginning of period | $ | 14,671 | $ | 14,671 | ||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | 102,613 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | 21,000 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | 52,037 | — | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Rempex | 68,570 | — | ||||||||||||||||||||||||
Translation adjustments | (1,197 | ) | — | |||||||||||||||||||||||
Balance at end of period | $ | 257,694 | $ | 14,671 | ||||||||||||||||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Liabilities [Abstract] | ' | |||||||
Schedule of Accrued Expenses | ' | |||||||
Accrued expenses consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Royalties | $ | 44,260 | $ | 39,169 | ||||
Research and development services | 14,846 | 16,728 | ||||||
Compensation related | 35,492 | 23,773 | ||||||
Product returns, rebates and other fees | 5,699 | 4,367 | ||||||
Legal, accounting and other | 14,487 | 8,501 | ||||||
Manufacturing, logistics and related fees | 23,722 | 12,529 | ||||||
Sales and marketing | 3,469 | 2,071 | ||||||
Interest | 315 | 315 | ||||||
$ | 142,290 | $ | 107,453 | |||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Schedule of Debt Liability Component | ' | |||||||||||
The Notes consisted of the following: | ||||||||||||
Liability component | December 31, | December 31, | ||||||||||
2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||
Less: Debt discount, net(1) | (38,912 | ) | (48,891 | ) | ||||||||
Net carrying amount | $ | 236,088 | $ | 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: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Contractual interest expense | $ | 3,781 | $ | 2,101 | — | |||||||
Amortization of debt issuance costs | 1,179 | 598 | — | |||||||||
Amortization of debt discount | 9,978 | 5,306 | — | |||||||||
$ | 14,938 | $ | 8,005 | $ | — | |||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | — | % | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||
The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2013: | |||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||
Exercise Price | Average | Intrinsic Value | |||||||||||
Per Share | Remaining | ||||||||||||
Contractual | |||||||||||||
Term | |||||||||||||
Outstanding, January 1, 2011 | 8,025,411 | 19.63 | |||||||||||
Granted | 2,108,510 | 9.01 | |||||||||||
Exercised | (451,600 | ) | 5.77 | ||||||||||
Forfeited and expired | (545,644 | ) | 20.31 | ||||||||||
Outstanding, December 31, 2011 | 9,136,677 | 18.51 | |||||||||||
Granted | 1,619,702 | 17.04 | |||||||||||
Exercised | (1,342,739 | ) | 11.04 | ||||||||||
Forfeited and expired | (301,608 | ) | 17.3 | ||||||||||
Outstanding, December 31, 2012 | 9,112,032 | $ | 18.61 | ||||||||||
Granted | 2,263,649 | 32.2 | |||||||||||
Exercised | (3,425,586 | ) | 20.79 | ||||||||||
Forfeited and expired | (333,691 | ) | 23.29 | ||||||||||
Outstanding, December 31, 2013 | 7,616,404 | $ | 22.83 | 6.72 | $ | 120,239,781 | |||||||
Vested and expected to vest, December 31, 2013 | 7,351,832 | $ | 22.59 | 6.64 | $ | 117,845,281 | |||||||
Exercisable, December 31, 2013 | 4,280,447 | $ | 19.26 | 5.18 | $ | 82,884,158 | |||||||
Available for future grant at December 31, 2013 | 3,432,083 | ||||||||||||
Schedule of Valuation Assumptions | ' | ||||||||||||
The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 48.3 | % | 46.5 | % | 49 | % | |||||||
Risk-free interest rate | 1.079 | % | 0.825 | % | 1.73 | % | |||||||
Expected option term (years) | 5.07 | 4.95 | 4.75 | ||||||||||
Schedule of Restricted Stock and Restricted Stock Units Activity | ' | ||||||||||||
The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2013: | |||||||||||||
Number of | Weighted Average | ||||||||||||
Shares | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding, January 1, 2011 | 378,128 | $ | 12.18 | ||||||||||
Awarded | 250,224 | 17.59 | |||||||||||
Vested | (168,443 | ) | 13.43 | ||||||||||
Forfeited | (10,648 | ) | 13.42 | ||||||||||
Outstanding, December 31, 2011 | 449,261 | 14.7 | |||||||||||
Awarded | 369,158 | 21.89 | |||||||||||
Vested | (188,541 | ) | 15.03 | ||||||||||
Forfeited | (16,767 | ) | 14.49 | ||||||||||
Outstanding, December 31, 2012 | 613,111 | 18.93 | |||||||||||
Awarded | 266,388 | 31.8 | |||||||||||
Vested | (247,945 | ) | 17.61 | ||||||||||
Forfeited | (28,975 | ) | 22.88 | ||||||||||
Outstanding, December 31, 2013 | 602,579 | $ | 24.97 | ||||||||||
Restricted Stock and ESPP [Member] | ' | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||
Schedule of Valuation Assumptions | ' | ||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 32.46 | % | 32.65 | % | 38 | % | |||||||
Risk-free interest rate | 0.09 | % | 0.14 | % | 0.1 | % | |||||||
Expected option term (years) | 0.5 | 0.5 | 0.5 | ||||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2013, 2012 and 2011. | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic and diluted | ||||||||||||
Net income attributable to The Medicines Company | $ | 15,512 | $ | 51,254 | $ | 127,877 | ||||||
Net weighted average common shares outstanding, basic | 58,096 | 53,545 | 53,496 | |||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | 4,556 | 1,801 | 911 | |||||||||
Weighted average common shares outstanding, diluted | 62,652 | 55,346 | 54,407 | |||||||||
Income per common share attributable to The Medicines Company, basic | $ | 0.27 | $ | 0.96 | $ | 2.39 | ||||||
Income per common share attributable to The Medicines Company, diluted | $ | 0.25 | $ | 0.93 | $ | 2.35 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | |||||||||||
The benefit from (provision for) income taxes in 2013, 2012 and 2011 consists of current and deferred federal, state and foreign taxes based on income and state taxes based on net worth as follows: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | (8,889 | ) | $ | (2,492 | ) | $ | (1,299 | ) | |||
State | (287 | ) | (1,309 | ) | (1,677 | ) | ||||||
Foreign | (2,456 | ) | (863 | ) | (226 | ) | ||||||
(11,632 | ) | (4,664 | ) | (3,202 | ) | |||||||
Deferred: | ||||||||||||
Federal | (10,726 | ) | (26,388 | ) | 48,384 | |||||||
State | 20,999 | (3,920 | ) | 5,077 | ||||||||
Foreign | (1 | ) | (66 | ) | (225 | ) | ||||||
10,272 | (30,374 | ) | 53,236 | |||||||||
Total benefit from (provision for) income taxes | $ | (1,360 | ) | $ | (35,038 | ) | $ | 50,034 | ||||
Schedule of Income before Income Tax, Domestic and Foreign | ' | |||||||||||
The components of income before income taxes consisted of: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Domestic | $ | 17,516 | $ | 92,998 | $ | 84,390 | ||||||
International | (644 | ) | (6,790 | ) | (6,547 | ) | ||||||
Total | $ | 16,872 | $ | 86,208 | $ | 77,843 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2013, 2012, and 2011 to income before income taxes is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Statutory rate applied to pre-tax income | $ | 5,905 | $ | 30,202 | $ | 27,245 | ||||||
Add (deduct): | ||||||||||||
State income taxes, net of federal benefit | (13,463 | ) | 3,399 | (2,210 | ) | |||||||
Foreign | 1,854 | 2,136 | (1,263 | ) | ||||||||
Tax exempt portion of WilmerHale settlement | — | — | (4,344 | ) | ||||||||
Revaluation of contingent purchase price | 5,930 | (511 | ) | (1,735 | ) | |||||||
Tax credits | (6,052 | ) | (1,712 | ) | (1,000 | ) | ||||||
Lobbying costs | — | 171 | — | |||||||||
Acquisition costs | 3,024 | — | — | |||||||||
Meals and entertainment | 468 | 386 | 349 | |||||||||
Uncertain tax positions | 2,574 | 542 | — | |||||||||
Other | 1,120 | 425 | (567 | ) | ||||||||
(Decrease) to valuation allowances | — | (66,509 | ) | |||||||||
Income tax provision (benefit) | $ | 1,360 | $ | 35,038 | $ | (50,034 | ) | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||||||
The significant components of the Company’s deferred tax assets are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 49,451 | $ | 23,501 | ||||||||
Tax credits | 13,279 | 13,581 | ||||||||||
Intangible assets | 29,370 | 17,760 | ||||||||||
Stock based compensation | 16,371 | 16,994 | ||||||||||
Other | 16,174 | 10,386 | ||||||||||
Total deferred tax assets | 124,645 | 82,222 | ||||||||||
Valuation allowance | (4,186 | ) | (2,425 | ) | ||||||||
Total deferred tax assets net of valuation allowance | 120,459 | 79,797 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Fixed assets | $ | (4,044 | ) | $ | (1,192 | ) | ||||||
Indefinite lived intangible assets | (231,662 | ) | (18,099 | ) | ||||||||
Total deferred tax liabilities | (235,706 | ) | (19,291 | ) | ||||||||
Net deferred tax assets | $ | (115,247 | ) | $ | 60,506 | |||||||
Summary of Tax Credit Carryforwards | ' | |||||||||||
At December 31, 2013, the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: | ||||||||||||
Federal Net | Federal Research | |||||||||||
Operating Loss | and Development | |||||||||||
Tax Credit | ||||||||||||
Year of Expiration | Carryforwards | Carryforwards | ||||||||||
(In thousands) | ||||||||||||
2018-2024 | $ | 10,246 | $ | — | ||||||||
2027 | 38,954 | — | ||||||||||
2028 | 4,755 | — | ||||||||||
2029 | 1,225 | 111 | ||||||||||
2030 | 5,716 | 353 | ||||||||||
2031 | 33,617 | 493 | ||||||||||
2032 | 36,020 | 1,974 | ||||||||||
2033 | — | |||||||||||
$ | 130,533 | $ | 2,931 | |||||||||
Summary of Unrecognized Tax Benefits | ' | |||||||||||
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||||
Gross | ||||||||||||
Unrecognized | ||||||||||||
Tax Benefits | ||||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2012 | $ | 1,891 | ||||||||||
Additions related to current year tax positions | — | |||||||||||
Additions for prior year tax positions | 542 | |||||||||||
Reductions for prior year tax positions | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2012 | 2,433 | |||||||||||
Additions related to current year tax positions | 600 | |||||||||||
Additions for prior year tax positions | 5,090 | |||||||||||
Reductions for prior year tax positions | — | |||||||||||
Settlements | — | |||||||||||
Balance at December 31, 2013 | $ | 8,123 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Balance at | Quoted Prices in | Significant | Significant | Balance at | ||||||||||||||||||||||||||
Active Markets for | Other | Unobservable | December 31, | Active Markets for | Other | Unobservable | December 31, | ||||||||||||||||||||||||||
Identical Assets | Observable | Inputs | Identical Assets | Observable | Inputs | ||||||||||||||||||||||||||||
Inputs | Inputs | ||||||||||||||||||||||||||||||||
Assets and Liabilities | (Level 1) | (Level 2) | (Level 3) | 2013 | (Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
Money market | $ | — | $ | — | $ | — | $ | 14,751 | $ | — | $ | — | $ | 14,751 | |||||||||||||||||||
U.S. treasury notes | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
U.S. government agency | — | — | — | — | — | 7,097 | — | 7,097 | |||||||||||||||||||||||||
Corporate debt securities | — | — | — | — | — | 43,778 | — | 43,778 | |||||||||||||||||||||||||
Total assets at fair value | $ | — | $ | — | $ | — | $ | — | $ | 14,751 | $ | 50,875 | $ | — | $ | 65,626 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 302,363 | $ | 302,363 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | |||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 302,363 | $ | 302,363 | $ | — | $ | — | $ | 18,971 | $ | 18,971 | |||||||||||||||||
Fair Value Inputs, Assets, 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 | |||||||||||||||||||||||||||||||||
December 31, 2013 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,573 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11.30% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 115,890 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 85% (79%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 84,000 | 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% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 87,900 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2014 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,000 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (18%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | ||||||||||||||||||||||||||||||||
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 year ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 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 | ||||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Rempex as of December 3, 2013 | 96,700 | ||||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase price included in net income | 16,942 | (1,460 | ) | ||||||||||||||||||||||||||||||
Balance at end of period | $ | 302,363 | $ | 18,971 | |||||||||||||||||||||||||||||
Restructuring_Costs_and_Other_1
Restructuring Costs and Other, Net (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Schedule of Restructuring and Related Costs [Table Text Block] | ' | |||||||||||||||||||
The following table sets forth details regarding the activities described above during the year ended December 31, 2013 and 2012 are as follows: | ||||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure and other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
2013 workforce reduction | — | 6,358 | (5,699 | ) | (289 | ) | 370 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,699 | ) | $ | (1,298 | ) | $ | 370 | ||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2012 | 2012 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure | $ | 697 | $ | — | $ | (697 | ) | $ | — | $ | — | |||||||||
Other associated costs | 918 | 229 | (138 | ) | 1,009 | |||||||||||||||
Total | $ | 1,615 | $ | 229 | $ | (835 | ) | $ | — | $ | 1,009 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Recorded Unconditional Purchase Obligations | ' | ||||||||||||||||||||||||||||
Future estimated contractual obligations as of December 31, 2013 are: | |||||||||||||||||||||||||||||
Contractual Obligations (1) | 2014 | 2015 | 2016 | 2017 | 2018 | Later Years | Total | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||
Inventory related commitments | $ | 47,096 | $ | 20,958 | $ | 870 | $ | 130 | $ | 130 | $ | 130 | $ | 69,314 | |||||||||||||||
Long-term debt obligations | 3,781 | 3,781 | 3,781 | 276,891 | — | — | 288,234 | ||||||||||||||||||||||
Research and development | 33,382 | 882 | 117 | 53 | 3 | — | 34,437 | ||||||||||||||||||||||
Operating leases | 7,729 | 6,787 | 6,092 | 5,386 | 4,459 | 24,382 | 54,835 | ||||||||||||||||||||||
Selling, general and administrative | 1,934 | 832 | 128 | 74 | — | — | 2,968 | ||||||||||||||||||||||
Total contractual obligations | $ | 93,922 | $ | 33,240 | $ | 10,988 | $ | 282,534 | $ | 4,592 | $ | 24,512 | $ | 449,788 | |||||||||||||||
-1 | This table does not include any milestone and royalty payments which may become payable to third-parties for which the timing and likelihood of such payments are not known, as discussed below. |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 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. | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Net revenue: | |||||||||||||||||||||
United States | $ | 629,459 | 91.5 | % | $ | 512,044 | 91.7 | % | $ | 453,163 | 93.5 | % | |||||||||
Europe | 50,419 | 7.3 | % | 38,517 | 6.9 | % | 25,532 | 5.3 | % | ||||||||||||
Other | 7,986 | 1.2 | % | 8,027 | 1.4 | % | 6,037 | 1.2 | % | ||||||||||||
Total net revenue | $ | 687,864 | $ | 558,588 | $ | 484,732 | |||||||||||||||
Reconciliation of Assets from Segment to Consolidated | ' | ||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
United States | $ | 1,139,210 | 99.2 | % | $ | 166,129 | 99.1 | % | |||||||||||||
Europe | 1,989 | 0.2 | % | 1,243 | 0.7 | % | |||||||||||||||
Other | 7,068 | 0.6 | % | 239 | 0.1 | % | |||||||||||||||
Total long-lived assets | $ | 1,148,267 | $ | 167,611 | |||||||||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||||||||||||||||||||||
The following table presents selected quarterly financial data for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | |||||||||||||||||||||||||
-1 | -2 | |||||||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue | $ | 155,753 | $ | 172,826 | $ | 174,282 | $ | 185,003 | $ | 126,610 | $ | 135,702 | $ | 136,786 | $ | 159,490 | ||||||||||||||||
Cost of revenue | 56,714 | 63,938 | 65,794 | 76,339 | 38,663 | 42,681 | 43,767 | 52,228 | ||||||||||||||||||||||||
Total operating expenses | 178,392 | 143,907 | 151,509 | 200,865 | 75,964 | 73,429 | 77,932 | 70,851 | ||||||||||||||||||||||||
Net income (loss) attributable to The Medicines Company | (11,573 | ) | 18,094 | 7,793 | 1,198 | 7,571 | 13,755 | 9,265 | 20,663 | |||||||||||||||||||||||
Basic net income per common share attributable to The Medicines Company | $ | (0.21 | ) | $ | 0.33 | $ | 0.13 | $ | 0.02 | $ | 0.14 | $ | 0.25 | $ | 0.18 | $ | 0.39 | |||||||||||||||
Diluted net income per common share attributable to The Medicines Company | $ | (0.21 | ) | $ | 0.3 | $ | 0.12 | $ | 0.02 | $ | 0.14 | $ | 0.25 | $ | 0.17 | $ | 0.38 | |||||||||||||||
-1 | Net loss for the first quarter of 2013 includes licensing costs of $25 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. | |||||||||||||||||||||||||||||||
-2 | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Accumulated Other Comprehensive Loss | ' | ||||||||||||
The changes in accumulated other comprehensive losses are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized (gain) loss on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2011 | $ | (601 | ) | $ | 53 | $ | (548 | ) | |||||
Other comprehensive (loss) income before reclassifications | (224 | ) | 6 | (218 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (224 | ) | 6 | (218 | ) | ||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive loss before reclassifications | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive loss | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Balance at December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Nature_of_Business_Details
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2013 | |
drugs | |
product | |
hospital | |
productcandidate | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of Hospitals | 3,000 |
Late Stage Development Product Candidates | 5 |
Number of Generic Drugs | 10 |
Number of Generic Products Sold | 3 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Loss Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage | ' | ' | ' | ' | 74.00% |
Net loss attributable to non-controlling interest | ' | ($252,000) | ($84,000) | $0 | ' |
Concentrations of Credit Risk | ' | ' | ' | ' | ' |
Concentration of risk, cash and cash equivalents | ' | 45,900,000 | 14,700,000 | ' | ' |
Revenue Recognition | ' | ' | ' | ' | ' |
Revenues | ' | 5,100,000 | 5,500,000 | 6,000,000 | ' |
Reserve for sales returns | 3,400,000 | ' | ' | ' | ' |
Accrual for product returns | ' | 2,400,000 | 1,100,000 | ' | ' |
Allowance for chargebacks | ' | 25,000,000 | 14,800,000 | ' | ' |
Fee-for-service accurals and allowances | ' | 3,100,000 | 3,600,000 | ' | ' |
Advertising Costs | ' | ' | ' | ' | ' |
Advertising expense | ' | 400,000 | 200,000 | 600,000 | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation | ' | ' | ' | ' | ' |
Historic volatility period | ' | 12 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation | ' | ' | ' | ' | ' |
Historic volatility period | ' | 60 | ' | ' | ' |
Angiomax [Member] | ' | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' | ' |
Deferred revenue | ' | 800,000 | ' | ' | ' |
Cleviprex [Member] | ' | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' | ' |
Deferred revenue | ' | 3,000,000 | 1,600,000 | ' | ' |
Revenues | ' | 16,000,000 | 10,400,000 | 800,000 | ' |
Integrated Commercialization Solutions, Inc [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' | ' |
Concentrations of Credit Risk | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | 89.00% | 90.00% | 96.00% | ' |
Integrated Commercialization Solutions, Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' | ' |
Concentrations of Credit Risk | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | 92.00% | 89.00% | ' | ' |
Accounts receivable, gross | ' | $120,900,000 | $92,300,000 | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies Sales Allowances and Accruals (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash Discounts [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Sales Allowances and Accurals, Beginning of Period | $2,010 | $1,849 | $1,119 |
Allowance for Sales, Current Period | 15,943 | 12,240 | 10,911 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -1,871 | -1,849 | -1,119 |
Actual Sales Credits, Current Period | -13,420 | -10,230 | -9,062 |
Sales Allowances and Accurals, End of Period | 2,662 | 2,010 | 1,849 |
Returns [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Sales Allowances and Accurals, Beginning of Period | 1,113 | 3,871 | 627 |
Allowance for Sales, Current Period | 2,524 | 854 | 3,807 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -1,204 | -3,612 | -556 |
Actual Sales Credits, Current Period | 0 | 0 | -7 |
Sales Allowances and Accurals, End of Period | 2,433 | 1,113 | 3,871 |
Chargebacks [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Sales Allowances and Accurals, Beginning of Period | 14,843 | 15,640 | 13,863 |
Allowance for Sales, Current Period | 130,374 | 68,179 | 60,318 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -10,244 | -9,673 | -8,481 |
Actual Sales Credits, Current Period | -109,933 | -59,303 | -50,060 |
Sales Allowances and Accurals, End of Period | 25,040 | 14,843 | 15,640 |
Rebates [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Sales Allowances and Accurals, Beginning of Period | 0 | 1,170 | 11 |
Allowance for Sales, Current Period | 0 | 0 | 1,159 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | ' | -1,170 | 0 |
Actual Sales Credits, Current Period | 0 | 0 | 0 |
Sales Allowances and Accurals, End of Period | 0 | 0 | 1,170 |
Fees-for-Service [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Sales Allowances and Accurals, Beginning of Period | 3,577 | 3,269 | 2,634 |
Allowance for Sales, Current Period | 12,059 | 9,914 | 9,136 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -3,049 | -2,885 | -2,294 |
Actual Sales Credits, Current Period | -9,460 | -6,721 | -6,207 |
Sales Allowances and Accurals, End of Period | $3,127 | $3,577 | $3,269 |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $42,402 | $40,244 |
Work-in-progress | 27,911 | 26,594 |
Finished goods | 16,792 | 9,517 |
Total | $87,105 | $76,355 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | $60,708,000 | $34,412,000 | ' |
Less: Accumulated depreciation | -21,440,000 | -18,312,000 | ' |
Fixed assets, net | 39,268,000 | 16,100,000 | ' |
Depreciation expense | 3,900,000 | 2,900,000 | 3,600,000 |
Furniture, fixtures and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | 23,267,000 | 10,437,000 | ' |
Computer software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '3 years | ' | ' |
Fixed assets, gross | 2,237,000 | 2,685,000 | ' |
Computer hardware [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '3 years | ' | ' |
Fixed assets, gross | 3,469,000 | 2,130,000 | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | $31,735,000 | $19,160,000 | ' |
Minimum [Member] | Furniture, fixtures and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '3 years | ' | ' |
Minimum [Member] | Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '5 years | ' | ' |
Maximum [Member] | Furniture, fixtures and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '7 years | ' | ' |
Maximum [Member] | Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated life | '15 years | ' | ' |
Cash_Cash_Equivalents_Availabl2
Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | ' | ' |
Cash aggregated in cash and cash equivalents | $330,800,000 | $504,700,000 |
Other cash equivalents | 45,900,000 | 14,700,000 |
Available for sale securities | 0 | 50,875,000 |
Restricted Cash | ' | ' |
Restricted cash | 1,574,000 | 1,571,000 |
Restricted cash outstanding letters of credit used for collateral | 1,000,000 | ' |
Restricted cash guaranteed investment certificate used for collateral | 200,000 | 300,000 |
Restricted cash and cash equivalents, foreign tender | $400,000 | $300,000 |
Cash_Cash_Equivalents_Availabl3
Cash, Cash Equivalents, Available for Sale Securities and Restricted Cash (Available for Sale Securities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | $0 | $50,865 |
Available for sale securities | 0 | 50,875 |
Unrealized Gain | 0 | 10 |
US Government Agency Notes [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 0 | 7,093 |
Available for sale securities | 0 | 7,097 |
Unrealized Gain | 0 | 4 |
US Treasury Notes [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 0 | 0 |
Available for sale securities | 0 | 0 |
Unrealized Gain | 0 | 0 |
Corporate Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 0 | 43,772 |
Available for sale securities | 0 | 43,778 |
Unrealized Gain | $0 | $6 |
Investment_Details
Investment (Details) (GeNO, LLC [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
GeNO, LLC [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Non-controlling equity investment | $7.50 | $9.50 |
Acquisitions_Incline_Therapeut
Acquisitions (Incline Therapeutics, Inc.) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 |
Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | ||||
Maximum [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire business | ' | ' | ' | $155,200,000 | ' | $205,000,000 | ' | ' |
Payments to Cadence | ' | ' | ' | 13,000,000 | ' | ' | ' | ' |
Escrow fund | ' | ' | ' | 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 | ' | ' | ' | ' |
In-process research and development | ' | ' | ' | ' | ' | ' | 250,000,000 | 250,000,000 |
Goodwill | 257,694,000 | 14,671,000 | 14,671,000 | 102,613,000 | ' | ' | ' | ' |
Other assets | ' | ' | ' | 34,000 | ' | ' | ' | ' |
Total Assets | ' | ' | ' | 367,411,000 | ' | ' | ' | ' |
Liabilities Assumed: | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | ' | 1,413,000 | ' | ' | ' | ' |
Contingent purchase price | ' | ' | ' | 87,200,000 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | 92,099,000 | ' | ' | ' | ' |
Total Liabilities | ' | ' | ' | 180,712,000 | ' | ' | ' | ' |
Total cash price paid upon acquisition | ' | ' | ' | $186,699,000 | ' | ' | ' | ' |
Acquisitions_Recothrom_Details
Acquisitions (Recothrom) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 |
BMS [Member] | BMS [Member] | BMS [Member] | ||||
period | Product License [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 and Liabilities Assumed | ' | ' | ' | ' | ' | ' |
Product license | ' | ' | ' | ' | ' | 32,000,000 |
Option | ' | ' | ' | 62,000,000 | ' | ' |
Goodwill | 257,694,000 | 14,671,000 | 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 B.V.) (Details) (USD $) | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Aug. 05, 2013 | Jun. 30, 2013 | Aug. 05, 2013 |
ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | |||||
License Agreement Terms [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Option payments | ' | ' | ' | ' | ' | ' | $10,000,000 | ' |
Agreed 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 | ' | ' | ' | ' | ' | 105,395,000 | ' | ' |
Fair value of contingent purchase price | ' | ' | ' | ' | ' | 82,550,000 | ' | ' |
Total preliminary estimated purchase price | ' | ' | ' | ' | ' | 187,945,000 | ' | ' |
Assets Acquired: | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | 7,880,000 | ' | ' |
Prepaid assets | ' | ' | ' | ' | ' | 528,000 | ' | ' |
Fixed assets, net | ' | ' | ' | ' | ' | 124,000 | ' | ' |
In-process research and development | ' | ' | ' | ' | ' | 176,000,000 | ' | ' |
Goodwill | 257,694,000 | ' | 14,671,000 | 14,671,000 | ' | 52,037,000 | ' | ' |
Total Assets | ' | ' | ' | ' | ' | 236,569,000 | ' | ' |
Liabilities Assumed: | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | 1,074,000 | ' | ' |
Accrued expenses | ' | ' | ' | ' | ' | 3,544,000 | ' | ' |
Contingent purchase price | ' | ' | ' | ' | ' | 82,550,000 | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | 44,006,000 | ' | ' |
Total Liabilities | ' | ' | ' | ' | ' | 131,174,000 | ' | ' |
Total cash price paid upon acquisition | ' | ' | ' | ' | ' | $105,395,000 | ' | ' |
Acquisitions_Rempex_Pharmaceut
Acquisitions (Rempex Pharmaceuticals, Inc.) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Rempex [Member] | In Process Research and Development [Member] | Development and Regulatory Milestones [Member] | Commercial Milestones [Member] | ||||
Rempex [Member] | Rempex [Member] | Rempex [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire business | ' | ' | ' | $140,000,000 | ' | ' | ' |
Purchase price adjustments | ' | ' | ' | 300,000 | ' | ' | ' |
Contingent consideration | ' | ' | ' | 334,000,000 | ' | 214,000,000 | 120,000,000 |
Escrow fund | ' | ' | ' | 14,000,000 | ' | ' | ' |
Acquisition related costs | ' | ' | ' | 2,600,000 | ' | ' | ' |
Estimated Purchase Price | ' | ' | ' | ' | ' | ' | ' |
Estimated upfront cash consideration | ' | ' | ' | 140,251,000 | ' | ' | ' |
Estimated fair value of contingent cash payment | ' | ' | ' | 96,700,000 | ' | ' | ' |
Total preliminary estimated purchase price | ' | ' | ' | 236,951,000 | ' | ' | ' |
Assets Acquired and Liabilities Assumed | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | 4,218,000 | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | 399,000 | ' | ' | ' |
Inventory | ' | ' | ' | 566,000 | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | 2,465,000 | ' | ' | ' |
Fixed assets, net | ' | ' | ' | 331,000 | ' | ' | ' |
In-process research and development | ' | ' | ' | 530,000 | 224,680,000 | ' | ' |
Goodwill | 257,694,000 | 14,671,000 | 14,671,000 | 68,570,000 | ' | ' | ' |
Total Assets | ' | ' | ' | 301,759,000 | ' | ' | ' |
Accounts payable | ' | ' | ' | 1,413,000 | ' | ' | ' |
Accrued expenses | ' | ' | ' | 5,805,000 | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | 57,590,000 | ' | ' | ' |
Total Liabilities | ' | ' | ' | 64,808,000 | ' | ' | ' |
Total cash price paid upon acquisition | ' | ' | ' | $236,951,000 | ' | ' | ' |
Acquisitions_Pro_Forma_Details
Acquisitions (Pro Forma) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | ' | ' |
Net revenue | $695,131 | $626,194 |
Net loss | ($24,512) | ($94,857) |
Basic loss per common share (USD per share) | ($0.42) | ($1.77) |
Diluted loss per common share (USD per share) | ($0.42) | ($1.77) |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | |||||||||||
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 agreements [Member] | Selling rights agreements [Member] | Trademarks [Member] | Trademarks [Member] | Product License [Member] | Product License [Member] | Cleviprex milstones [Member] | Cleviprex milstones [Member] | BMS [Member] | BMS [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | ProFibrix [Member] | ||||||||||||||
Product License [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | In Process Research and Development [Member] | |||||||||||||||||||||||||||||||
Intangible Assets and Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Intangible Assets, Weighted-Average Useful Life (in years) | '6 years 1 month 6 days | ' | ' | ' | ' | ' | ' | '8 years | ' | '5 years 8 months 12 days | ' | '8 years | ' | '5 years 8 months 12 days | ' | '13 years | ' | ' | '2 years | ' | ' | ' | ' | ' | ||||||||||
Gross Carrying Amount | $93,136,000 | $60,606,000 | ' | ' | ' | ' | ' | $7,457,000 | [1] | $7,457,000 | [1] | $9,125,000 | [1] | $9,125,000 | [1] | $3,024,000 | [1] | $3,024,000 | [1] | $71,530,000 | [2] | $39,000,000 | [2] | $2,000,000 | [3] | $2,000,000 | [3] | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | -39,043,000 | -10,530,000 | ' | ' | ' | ' | ' | -5,631,000 | [1] | -4,106,000 | [1] | -5,870,000 | [1] | -3,469,000 | [1] | -2,284,000 | [1] | -1,665,000 | [1] | -25,067,000 | [2] | -1,129,000 | [2] | -191,000 | [3] | -161,000 | [3] | ' | ' | ' | ' | ' | ' | ' |
Net Carrying Amount | 54,093,000 | 50,076,000 | ' | ' | ' | ' | ' | 1,826,000 | [1] | 3,351,000 | [1] | 3,255,000 | [1] | 5,656,000 | [1] | 740,000 | [1] | 1,359,000 | [1] | 46,463,000 | [2] | 37,871,000 | [2] | 1,809,000 | [3] | 1,839,000 | [3] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Intangible Assets, Amortization Expense | 28,500,000 | 4,400,000 | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, 2014 | 26,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, 2015 | 5,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, 2016 | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, 2017 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, 2018 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Future Amortization Expense, thereafter | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
In-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000,000 | ' | 250,000,000 | 250,000,000 | 176,000,000 | 176,000,000 | ||||||||||
Indefinite-lived Intangible Assets | 782,180,000 | 69,500,000 | ' | 720,180,000 | 69,500,000 | 62,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||
Option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $62,000,000 | ' | $224,700,000 | ' | ' | ' | ' | ||||||||||
[1] | The Company amortizes intangible assets related to Angiox through the end of its patent life. | |||||||||||||||||||||||||||||||||
[2] | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | |||||||||||||||||||||||||||||||||
[3] | The Company amortizes intangible assets related to the Cleviprex approval over the remaining life of the patent. |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill Goodwill (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Recothrom [Member] | Recothrom [Member] | ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | Rempex [Member] | Rempex [Member] | |||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | $14,671 | $14,671 | ' | ' | $102,613 | ' | ' | ' | ' | $52,037 | ' | ' |
Goodwill resulting from acquisition | ' | ' | 102,613 | 0 | ' | 21,000 | 0 | 52,037 | 0 | ' | 68,570 | 0 |
Translation adjustments | -1,197 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period | $257,694 | $14,671 | ' | ' | $102,613 | ' | ' | ' | ' | $52,037 | $68,570 | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Liabilities [Abstract] | ' | ' |
Royalties | $44,260 | $39,169 |
Research and development services | 14,846 | 16,728 |
Compensation related | 35,492 | 23,773 |
Product returns, rebates and other fees | 5,699 | 4,367 |
Legal, accounting and other | 14,487 | 8,501 |
Manufacturing, logistics and related fees | 23,722 | 12,529 |
Sales and marketing | 3,469 | 2,071 |
Interest | 315 | 315 |
Accrued expenses | $142,290 | $107,453 |
Convertible_Senior_Notes_Detai
Convertible Senior Notes (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 29, 2012 | |
Convertible Debt [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Senior notes | $236,088,000 | $226,109,000 | ' | $275,000,000 |
Interest rate | ' | ' | ' | 1.38% |
Proceeds from offering | ' | ' | 266,200,000 | ' |
Trading period | '20 days | ' | ' | ' |
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 | 35.8038 | ' | ' | ' |
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 | ' | ' | ' |
Deferred tax asset | $1,500,000 | ' | ' | ' |
Convertible_Senior_Notes_Liabi
Convertible Senior Notes (Liability Component) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Principal | $275,000,000 | $275,000,000 |
Less: Debt discount, net | -38,912,000 | -48,891,000 |
Net carrying amount | 236,088,000 | 226,109,000 |
Fair value of Notes | $258,600,000 | ' |
Remaining contractual life | '3 years 4 months 24 days | ' |
Convertible_Senior_Notes_Inter
Convertible Senior Notes (Interest Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt Disclosure [Abstract] | ' | ' | ' |
Contractual interest expense | $3,781 | $2,101 | $0 |
Amortization of debt issuance costs | 1,179 | 598 | 0 |
Amortization of debt discount | 9,978 | 5,306 | 0 |
Total interest expense | $14,938 | $8,005 | $0 |
Effective interest rate of the liability component | 6.02% | 6.02% | 0.00% |
Convertible_Senior_Notes_Note_
Convertible Senior Notes (Note Hedges) (Details) (USD $) | Dec. 31, 2013 |
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 | $149.60 |
Convertible_Senior_Notes_Warra
Convertible Senior Notes (Warrants) (Details) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' |
Proceeds from sale of warrants | $38.40 |
Shares exercisable upon conversion | 9,800,000 |
Strike price | $34.20 |
Dilutive effect of warrants | 107,263 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' | ' | ' |
Preferred stock authorized, shares | 5,000,000 | 5,000,000 | ' |
Employee stock purchase, shares | 3,547,431 | 1,487,642 | 609,386 |
Employee stock purchases | $74,213,000 | $22,932,000 | $6,725,000 |
Issuance of restricted stock awards, shares | 237,413 | 352,391 | 239,576 |
Stock repurchase program, authorized amount | $50,000,000 | ' | ' |
Number of shares held in treasury | 2,192,982 | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 28, 2009 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2004 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-01 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Jun. 30, 2010 | 31-May-00 | Dec. 31, 2013 | Apr. 30, 1998 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 |
Plan 2009 [Member] | Plan 2009 [Member] | Plan 2007 [Member] | Plan 2007 [Member] | Plan 2004 [Member] | Plan 2004 [Member] | Plan 2004 [Member] | Plan 2004 [Member] | Plan 2004 Initial Options [Member] | Plan 2001 [Member] | Plan 2001 [Member] | ESPP 2010 [Member] | ESPP 2010 [Member] | ESPP 2010 [Member] | ESPP 2010 [Member] | ESPP 2000 [Member] | ESPP 2000 [Member] | Plan 1998 [Member] | Plan 1998 [Member] | Director Plan 2000 [Member] | Restricted Stock and ESPP [Member] | Restricted Stock and ESPP [Member] | Restricted Stock and ESPP [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | ||||
installment | Plan 2013 [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option term | ' | ' | ' | '10 years | ' | '10 years | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' |
Options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,263,649 | 1,619,702 | 2,108,510 | ' | 1,215,396 |
Options outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,500 | ' | ' | ' | ' | ' | ' | ' | ' | 55,990 | 0 | ' | ' | ' | 7,616,404 | 9,112,032 | 9,136,677 | 8,025,411 | 1,178,979 |
Number of shares authorized | ' | ' | ' | ' | 1,500,000 | ' | 1,700,000 | 13,166,879 | ' | ' | 13,900,000 | ' | ' | 1,250,000 | ' | ' | ' | 1,000,000 | 805,500 | ' | 6,118,259 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock available for issuance | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares in pool | ' | ' | ' | ' | ' | ' | ' | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting rights percentage | ' | ' | ' | 25.00% | ' | 25.00% | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | '1 year | ' | '1 year | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic period for vesting term | ' | ' | ' | '3 years | ' | '3 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' |
Stock issued | ' | ' | ' | 75,255 | ' | 42,500 | ' | ' | ' | ' | ' | ' | 1,101,241 | ' | 121,845 | 144,903 | ' | ' | ' | 805,437 | ' | 5,064,910 | 177,086 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial grants to each director | ' | ' | ' | ' | ' | ' | ' | 320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants on date of annual meeting | ' | ' | ' | ' | ' | ' | ' | 215,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants to lead director | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of vesting installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair aalue | $13.76 | $8.95 | $7.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value, exercised in period | $43.50 | $10.40 | $3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recorded stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | 6.1 | 4.7 | 2.9 | ' | ' | ' | ' | 1 | 0.7 | ' | ' | ' | ' | ' | ' | ' | 23 | 15 | 11 | 15.9 | 9.6 | 7.5 | ' | ' |
Total unrecognized compensation costs related to non-vested share-based compensation. | 27.6 | ' | ' | ' | ' | ' | ' | 5.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period over which costs will be recognized | '1 year 4 months 17 days | ' | ' | ' | ' | ' | ' | '1 year 2 months 4 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares vested in period, fair value | ' | ' | ' | ' | ' | ' | ' | $7.50 | $4 | $3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage discount from offering date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum employee subscription rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for future grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 544,207 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,432,083 | ' | ' | ' | ' |
Awarded | ' | ' | ' | ' | ' | ' | ' | 12,574,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | ' | ' | ' | ' | ' | ' | ' | 6,250,180 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity) (Details) (Stock Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options [Member] | ' | ' | ' |
Number of Shares | ' | ' | ' |
Beginning balance | 9,112,032 | 9,136,677 | 8,025,411 |
Granted | 2,263,649 | 1,619,702 | 2,108,510 |
Exercised | -3,425,586 | -1,342,739 | -451,600 |
Forfeited and expired | -333,691 | -301,608 | -545,644 |
Ending balance | 7,616,404 | 9,112,032 | 9,136,677 |
Vested and expected to vest | 7,351,832 | ' | ' |
Exercisable | 4,280,447 | ' | ' |
Available for future grant | 3,432,083 | ' | ' |
Weighted-Average Exercise Price Per Share | ' | ' | ' |
Beginning balance (USD per share) | $18.61 | $18.51 | $19.63 |
Granted (USD per share) | $32.20 | $17.04 | $9.01 |
Exercised (USD per share) | $20.79 | $11.04 | $5.77 |
Forfeited and expired (USD per share) | $23.29 | $17.30 | $20.31 |
Ending balance (USD per share) | $22.83 | $18.61 | $18.51 |
Vested and expected to vest (USD per share) | $22.59 | ' | ' |
Exercisable (USD per share) | $19.26 | ' | ' |
Weighted- Average Remaining Contractual Term | ' | ' | ' |
Outstanding | '6 years 8 months 19 days | ' | ' |
Vested and expected to vest | '6 years 7 months 20 days | ' | ' |
Exercisable | '5 years 2 months 4 days | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Outstanding | $120,239,781 | ' | ' |
Vested and expected to vest | 117,845,281 | ' | ' |
Exercisable | $82,884,158 | ' | ' |
StockBased_Compensation_Weight
Stock-Based Compensation (Weighted Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 48.30% | 46.50% | 49.00% |
Risk-free interest rate | 1.08% | 0.83% | 1.73% |
Expected option term | '5 years 0 months 25 days | '4 years 11 months 12 days | '4 years 9 months |
Restricted Stock and ESPP [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 32.46% | 32.65% | 38.00% |
Risk-free interest rate | 0.09% | 0.14% | 0.10% |
Expected option term | '6 months | '6 months | '6 months |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock Awards) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted Stock [Member] | ' | ' | ' |
Number of Shares | ' | ' | ' |
Beginning balance | 613,111 | 449,261 | 378,128 |
Awarded | 266,388 | 369,158 | 250,224 |
Vested | -28,975 | -16,767 | -10,648 |
Forfeited | -247,945 | -188,541 | -168,443 |
Ending balance | 602,579 | 613,111 | 449,261 |
Weighted Average Grant-Date Fair Value | ' | ' | ' |
Beginning balance (USD per share) | $18.93 | $14.70 | $12.18 |
Awarded (USD per share) | $31.80 | $21.89 | $17.59 |
Vested (USD per share) | $22.88 | $14.49 | $13.42 |
Forfeited (USD per share) | $17.61 | $15.03 | $13.43 |
Ending balance (USD per share) | $24.97 | $18.93 | $14.70 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 29, 2012 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Convertible Debt [Member] | |||||||||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income attributable to The Medicines Company | ' | ' | ' | ' | ' | ' | ' | ' | $15,512 | $51,254 | $127,877 | ' | ' | ' | ' | ' | ' | |
Net weighted average common shares outstanding, basic | ' | ' | ' | ' | ' | ' | ' | ' | 58,096,000 | 53,545,000 | 53,496,000 | ' | ' | ' | ' | ' | ' | |
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | ' | ' | ' | ' | ' | ' | ' | ' | 4,556,000 | 1,801,000 | 911,000 | ' | ' | ' | ' | ' | ' | |
Weighted average common shares outstanding, diluted | ' | ' | ' | ' | ' | ' | ' | ' | 62,652,000 | 55,346,000 | 54,407,000 | ' | ' | ' | ' | ' | ' | |
Income per common share attributable to The Medicines Company, basic (USD per share) | $0.02 | [1] | $0.13 | $0.33 | ($0.21) | $0.39 | $0.18 | $0.25 | $0.14 | $0.27 | $0.96 | $2.39 | ' | ' | ' | ' | ' | ' |
Income per common share attributable to The Medicines Company, diluted (USD per share) | $0.02 | [1] | $0.12 | $0.30 | ($0.21) | $0.38 | $0.17 | $0.25 | $0.14 | $0.25 | $0.93 | $2.35 | ' | ' | ' | ' | ' | ' |
Antidilutive shares excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,335,570 | 3,171,163 | 6,970,991 | 77,235 | 62,473 | ' | |
Convertible senior notes (due 2017) | $236,088 | ' | ' | ' | $226,109 | ' | ' | ' | $236,088 | $226,109 | ' | ' | ' | ' | ' | ' | $275,000 | |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.38% | |
Dilutive effect of conversion of the Notes | ' | ' | ' | ' | ' | ' | ' | ' | 1,468,006 | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares exercisable upon conversion | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Strike price | $34.20 | ' | ' | ' | ' | ' | ' | ' | $34.20 | ' | ' | ' | ' | ' | ' | ' | ' | |
Dilutive effect of warrants | ' | ' | ' | ' | ' | ' | ' | ' | 107,263 | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | (2)Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2009 | |
Alternative Minimum Tax Credit [Member] | Foreign Net Operating Losses [Member] | Targanta [Member] | |||||
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Statutory federal income tax rate | ' | 35.00% | 35.00% | 35.00% | ' | ' | ' |
Deferred tax assets | $13,500,000 | $13,500,000 | $13,900,000 | ' | ' | ' | ' |
Deferred tax assets | -128,700,000 | -128,700,000 | 46,600,000 | ' | ' | ' | ' |
Deferred tax asset valuation allowance | 4,186,000 | 4,186,000 | 2,425,000 | ' | ' | ' | ' |
Percentage of voting interests acquired | ' | ' | ' | ' | ' | ' | 100.00% |
Tax carryforwards | ' | ' | ' | ' | 9,800,000 | 16,000,000 | ' |
Eliminated deferred tax assets | 5,600,000 | ' | ' | ' | ' | ' | ' |
Undistributed earnings of foreign aubsidiaries | $900,000 | $900,000 | ' | ' | ' | ' | ' |
Income_Taxes_Benefit_From_Prov
Income Taxes (Benefit From (Provision) Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | ($8,889) | ($2,492) | ($1,299) |
State | -287 | -1,309 | -1,677 |
Foreign | -2,456 | -863 | -226 |
Total current | -11,632 | -4,664 | -3,202 |
Deferred: | ' | ' | ' |
Federal | -10,726 | -26,388 | 48,384 |
State | 20,999 | -3,920 | 5,077 |
Foreign | -1 | -66 | -225 |
Total deferred | 10,272 | -30,374 | 53,236 |
Income tax provision (benefit) | ($1,360) | ($35,038) | $50,034 |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | $17,516 | $92,998 | $84,390 |
International | -644 | -6,790 | -6,547 |
Total | $16,872 | $86,208 | $77,843 |
Income_Taxes_Effective_Income_
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Statutory rate applied to pre-tax income | $5,905 | $30,202 | $27,245 |
State income taxes, net of federal benefit | -13,463 | 3,399 | -2,210 |
Foreign | 1,854 | 2,136 | -1,263 |
Tax exempt portion of WilmerHale settlement | 0 | 0 | -4,344 |
Revaluation of contingent purchase price | 5,930 | -511 | -1,735 |
Tax credits | -6,052 | -1,712 | -1,000 |
Lobbying costs | 0 | 171 | 0 |
Acquisition costs | 3,024 | 0 | 0 |
Meals and entertainment | 468 | 386 | 349 |
Uncertain tax positions | 2,574 | 542 | 0 |
Other | 1,120 | 425 | -567 |
(Decrease) to valuation allowances | ' | 0 | -66,509 |
Income tax provision (benefit) | $1,360 | $35,038 | ($50,034) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $49,451 | $23,501 |
Tax credits | 13,279 | 13,581 |
Intangible assets | 29,370 | 17,760 |
Stock based compensation | 16,371 | 16,994 |
Other | 16,174 | 10,386 |
Total deferred tax assets | 124,645 | 82,222 |
Valuation allowance | -4,186 | -2,425 |
Total deferred tax assets net of valuation allowance | 120,459 | 79,797 |
Deferred tax liabilities: | ' | ' |
Fixed assets | -4,044 | -1,192 |
Indefinite lived intangible assets | -231,662 | -18,099 |
Total deferred tax liabilities | -235,706 | -19,291 |
Net deferred tax assets | ($115,247) | $60,506 |
Income_Taxes_Tax_Expiration_De
Income Taxes (Tax Expiration) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | $130,533 |
Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 2,931 |
Year of Expiration 2018-2024 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 10,246 |
Year of Expiration 2018-2024 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 0 |
Year of Expiration 2027 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 38,954 |
Year of Expiration 2027 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 0 |
Year of Expiration 2028 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 4,755 |
Year of Expiration 2028 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 0 |
Year of Expiration 2029 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 1,225 |
Year of Expiration 2029 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 111 |
Year of Expiration 2030 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 5,716 |
Year of Expiration 2030 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 353 |
Year of Expiration 2031 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 33,617 |
Year of Expiration 2031 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 493 |
Year of Expiration 2032 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 36,020 |
Year of Expiration 2032 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 1,974 |
Year of Expiration 2033 [Member] | General Business Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | 0 |
Year of Expiration 2033 [Member] | Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward [Line Items] | ' |
Tax carryforwards | ' |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Beginning of period | $2,433 | $1,891 |
Additions related to current year tax positions | 600 | 0 |
Additions for prior year tax positions | 5,090 | 542 |
Reductions for prior year tax positions | 0 | 0 |
Settlements | 0 | 0 |
Ending of period | $8,123 | $2,433 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Liabilities: | ' | ' | ' |
Contingent purchase price | $302,363 | $18,971 | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Money market | ' | 14,751 | ' |
US treasury notes | 0 | 0 | ' |
U.S. government agency notes | 0 | 0 | ' |
Corporate debt securities | 0 | 0 | ' |
Total assets at fair value | 0 | 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 | ' |
US treasury notes | 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 | ' |
US treasury notes | 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 | 302,363 | 18,971 | 20,431 |
Total liabilities at fair value | 302,363 | 18,971 | ' |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Money market | 0 | 14,751 | ' |
US treasury notes | 0 | 0 | ' |
U.S. government agency notes | 0 | 7,097 | ' |
Corporate debt securities | 0 | 43,778 | ' |
Total assets at fair value | 0 | 65,626 | ' |
Liabilities: | ' | ' | ' |
Contingent purchase price | 302,363 | 18,971 | ' |
Total liabilities at fair value | $302,363 | $18,971 | ' |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Inputs) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Targanta [Member] | Targanta [Member] | Targanta [Member] | Targanta [Member] | Targanta [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | ProFibrix [Member] | Commercial Milestones [Member] | Commercial Milestones [Member] | Commercial Milestones [Member] | Commercial Milestones [Member] | Sales Milestone [Member] | Sales Milestone [Member] | Sales Milestone [Member] | Sales Milestone [Member] | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | Maximum [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | Rempex [Member] | ||||||
Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Minimum [Member] | Maximum [Member] | Risk Adjusted Revenue Simulation [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||
Adjusted Discounted Cash Flow [Member] | Adjusted Discounted Cash Flow [Member] | Risk Adjusted Revenue Simulation [Member] | Risk Adjusted Revenue Simulation [Member] | |||||||||||||||||||||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent purchase price | $302,363 | $18,971 | $302,363 | $18,971 | $20,431 | $5,573 | ' | ' | ' | ' | $115,890 | ' | ' | ' | $84,000 | ' | ' | ' | $87,900 | ' | ' | ' | $9,000 | ' | ' | ' |
Probabilities of success | ' | ' | ' | ' | ' | ' | 20.00% | 49.00% | 20.00% | 60.00% | ' | 79.00% | 60.00% | 85.00% | ' | 91.00% | 5.00% | 95.00% | ' | 63.00% | 11.00% | 95.00% | ' | 18.00% | 0.90% | 49.00% |
Discount rate | ' | ' | ' | ' | ' | ' | 11.30% | 11.00% | ' | ' | ' | 18.00% | ' | ' | ' | ' | 4.90% | 17.50% | ' | ' | 0.15% | 4.38% | ' | ' | 0.20% | 5.40% |
Fair_Value_Measurements_Level_1
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Ending balance | $302,363,000 | $18,971,000 |
Transfers from Level 1 to Level 2 | 0 | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Beginning balance | 18,971,000 | 20,431,000 |
Fair value adjustment to contingent purchase price included in net income | 16,942,000 | -1,460,000 |
Ending balance | 302,363,000 | 18,971,000 |
Incline Therapeutics, Inc. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of contingent purchase price | 87,200,000 | ' |
ProFibrix [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of contingent purchase price | 82,550,000 | ' |
Rempex [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of contingent purchase price | $96,700,000 | ' |
Restructuring_Costs_and_Other_2
Restructuring Costs and Other, Net (Details) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | |
employees | 2011 Leipzig Closure and Other Associated Costs [Member] | 2013 Workforce Reductions [Member] | 2011 Leipzig Closure [Member] | 2011 Leipzig Closure [Member] | Other Associated Costs [Member] | ||||
employees | |||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | $2,200,000 | ' |
Restructuring Costs | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' |
Expected costs | ' | ' | ' | ' | ' | 370,000 | ' | ' | ' |
Number of positions eliminated due to restructuring | 66 | ' | ' | ' | ' | ' | 10 | ' | ' |
Additional restructuring charges | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Employee serverance and other personnel benefits: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve, Beginning of Period | ' | 1,009,000 | 1,615,000 | ' | 1,009,000 | ' | ' | 697,000 | 918,000 |
Expenses, Net | ' | 6,358,000 | 229,000 | ' | 0 | 6,358,000 | ' | 0 | 229,000 |
Noncash | ' | -1,298,000 | 0 | ' | -1,009,000 | -289,000 | ' | 0 | ' |
Cash | ' | -5,699,000 | -835,000 | -300,000 | 0 | -5,699,000 | ' | -697,000 | -138,000 |
Restructuring Reserve, End of Period | ' | $370,000 | $1,009,000 | $1,615,000 | $0 | ' | ' | $0 | $1,009,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 29, 2012 | |||||||
sqft | Inventories [Member] | Long-term Debt [Member] | Research and Development Arrangement [Member] | Operating Leases [Member] | Selling, General and Administrative [Member] | Research and Development and Selling, General Administrative [Member] | Biogen Idec and HRI [Member] | Biogen Idec and HRI [Member] | Biogen Idec and HRI [Member] | Cleviprex [Member] | Cleviprex [Member] | Cleviprex [Member] | Recothrom [Member] | Recothrom [Member] | Recothrom [Member] | Plantex [Member] | Lonza Braine [Member] | Targanta [Member] | Incline Therapeutics, Inc. [Member] | ProFibrix [Member] | Alnylam Pharmaceuticals, Inc. [Member] | Pfizer [Member] | AstraZeneca [Member] | Convertible Debt [Member] | |||||||||
Inventories [Member] | |||||||||||||||||||||||||||||||||
Future Estimated Contract Obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
2014 | $93,922,000 | [1] | ' | ' | $47,096,000 | [1] | $3,781,000 | [1] | $33,382,000 | [1] | $7,729,000 | [1] | $1,934,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,600,000 | ' | ' | ' | ' | ' | ' | ' |
2015 | 33,240,000 | [1] | ' | ' | 20,958,000 | [1] | 3,781,000 | [1] | 882,000 | [1] | 6,787,000 | [1] | 832,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,100,000 | ' | ' | ' | ' | ' | ' | ' |
2016 | 10,988,000 | [1] | ' | ' | 870,000 | [1] | 3,781,000 | [1] | 117,000 | [1] | 6,092,000 | [1] | 128,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 282,534,000 | [1] | ' | ' | 130,000 | [1] | 276,891,000 | [1] | 53,000 | [1] | 5,386,000 | [1] | 74,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 4,592,000 | [1] | ' | ' | 130,000 | [1] | 0 | [1] | 3,000 | [1] | 4,459,000 | [1] | 0 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Later Years | 24,512,000 | [1] | ' | ' | 130,000 | [1] | 0 | [1] | 0 | [1] | 24,382,000 | [1] | 0 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | 449,788,000 | [1] | ' | ' | 69,314,000 | [1] | 288,234,000 | [1] | 34,437,000 | [1] | 54,835,000 | [1] | 2,968,000 | [1] | 13,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes (due 2017) | 236,088,000 | 226,109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,000,000 | ||||||
Square footage of real estate property | 173,146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Operating leases, percent | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Aggregate rent expense under property leases | 7,300,000 | 5,800,000 | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Payment for milestone met | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,400,000 | 205,000,000 | 140,000,000 | 180,000,000 | 422,000,000 | 54,500,000 | ' | ||||||
Additional payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | 115,500,000 | ' | ' | ' | ' | ' | ||||||
Royalties | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,700,000 | 122,200,000 | 108,200,000 | 1,000,000 | 1,000,000 | 800,000 | 7,400,000 | 7,400,000 | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Costs related to production | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | This table does not include any milestone and royalty payments which may become payable to third-parties for which the timing and likelihood of such payments are not known, as discussed below. |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' |
Employer matching contribution | 50.00% | ' | ' |
Maximum contribution of an employee's eligible earnings | 6.00% | ' | ' |
Defined Benefit Plan, Contributions by Employer | ' | $1.60 | $1.20 |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
segment | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of operating segment | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | |
Net revenue | $185,003 | [1] | $174,282 | $172,826 | $155,753 | $159,490 | $136,786 | $135,702 | $126,610 | $687,864 | $558,588 | $484,732 |
Long-lived assets | 1,148,267 | ' | ' | ' | 167,611 | ' | ' | ' | 1,148,267 | 167,611 | ' | |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 629,459 | 512,044 | 453,163 | |
Percentage of revenue by geographic segments | ' | ' | ' | ' | ' | ' | ' | ' | 91.50% | 91.70% | 93.50% | |
Long-lived assets | 1,139,210 | ' | ' | ' | 166,129 | ' | ' | ' | 1,139,210 | 166,129 | ' | |
Percentage of long-lived assets by geographic segments | 99.20% | ' | ' | ' | 99.10% | ' | ' | ' | 99.20% | 99.10% | ' | |
Europe [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 50,419 | 38,517 | 25,532 | |
Percentage of revenue by geographic segments | ' | ' | ' | ' | ' | ' | ' | ' | 7.30% | 6.90% | 5.30% | |
Long-lived assets | 1,989 | ' | ' | ' | 1,243 | ' | ' | ' | 1,989 | 1,243 | ' | |
Percentage of long-lived assets by geographic segments | 0.20% | ' | ' | ' | 0.70% | ' | ' | ' | 0.20% | 0.70% | ' | |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net revenue | ' | ' | ' | ' | ' | ' | ' | ' | 7,986 | 8,027 | 6,037 | |
Percentage of revenue by geographic segments | ' | ' | ' | ' | ' | ' | ' | ' | 1.20% | 1.40% | 1.20% | |
Long-lived assets | $7,068 | ' | ' | ' | $239 | ' | ' | ' | $7,068 | $239 | ' | |
Percentage of long-lived assets by geographic segments | 0.60% | ' | ' | ' | 0.10% | ' | ' | ' | 0.60% | 0.10% | ' | |
[1] | (2)Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net revenue | $185,003,000 | [1] | $174,282,000 | $172,826,000 | $155,753,000 | $159,490,000 | $136,786,000 | $135,702,000 | $126,610,000 | $687,864,000 | $558,588,000 | $484,732,000 |
Cost of revenue | 76,339,000 | [1] | 65,794,000 | 63,938,000 | 56,714,000 | 52,228,000 | 43,767,000 | 42,681,000 | 38,663,000 | 262,785,000 | 177,339,000 | 156,866,000 |
Total operating expenses | 200,865,000 | [1] | 151,509,000 | 143,907,000 | 178,392,000 | 70,851,000 | 77,932,000 | 73,429,000 | 75,964,000 | 674,673,000 | 475,515,000 | 426,663,000 |
Net income | 1,198,000 | [1] | 7,793,000 | 18,094,000 | -11,573,000 | 20,663,000 | 9,265,000 | 13,755,000 | 7,571,000 | 15,260,000 | 51,170,000 | 127,877,000 |
Basic (USD per share) | $0.02 | [1] | $0.13 | $0.33 | ($0.21) | $0.39 | $0.18 | $0.25 | $0.14 | $0.27 | $0.96 | $2.39 |
Diluted (USD per share) | $0.02 | [1] | $0.12 | $0.30 | ($0.21) | $0.38 | $0.17 | $0.25 | $0.14 | $0.25 | $0.93 | $2.35 |
Legal settlement | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 17,984,000 | |
Incline Therapeutics, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase in contingent consideration | 10,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Decrease in deferred lax liability | 13,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Alnylam Pharmaceuticals, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Initial payment | $25,000,000 | ' | ' | $25,000,000 | ' | ' | ' | ' | $25,000,000 | ' | ' | |
[1] | (2)Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. |
Collaboration_Agreements_Detai
Collaboration Agreements (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | |
AstraZeneca [Member] | Alnylam Pharmaceuticals, Inc. [Member] | Alnylam Pharmaceuticals, Inc. [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' |
Term for co-promotion | ' | ' | ' | '4 years | ' | ' |
Co-promotion and profit share income | $17,383,000 | $10,000,000 | $0 | $25,000,000 | ' | ' |
Termination fee | ' | ' | ' | 5,000,000 | ' | ' |
Initial payment | ' | ' | ' | ' | 25,000,000 | 25,000,000 |
Maximum payment for success-based development and commercialization milestones | ' | ' | ' | $54,500,000 | $180,000,000 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ' | ' | ||
Beginning balance | ($766) | ($548) | ||
Other comprehensive (loss) income before reclassifications | -3,886 | -218 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | -3,886 | -218 | ||
Ending balance | -4,652 | -766 | ||
Foreign Currency Translation Adjustment [Member] | ' | ' | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ' | ' | ||
Beginning balance | -825 | -601 | ||
Other comprehensive (loss) income before reclassifications | -3,876 | -224 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | -3,876 | -224 | ||
Ending balance | -4,701 | -825 | ||
Unrealized (Gain) Loss on Available for Sale Securities [Member] | ' | ' | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ' | ' | ||
Beginning balance | 59 | 53 | ||
Other comprehensive (loss) income before reclassifications | -10 | 6 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | -10 | 6 | ||
Ending balance | $49 | $59 | ||
[1] | Amounts reclassified affect other income in the consolidated statements of income. |
Subsequent_Events_Details
Subsequent Events (Details) (Carbavance [Member], Rempex [Member], Subsequent Event [Member], USD $) | 1 Months Ended |
Feb. 28, 2014 | |
period | |
Carbavance [Member] | Rempex [Member] | Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Potential funding support | $89,800,000 |
Number of option periods | 7 |
Initial commitment | 19,800,000 |
Additional commitment | $70,000,000 |