Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'MEDICINES CO /DE | ' |
Entity Central Index Key | '0001113481 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 65,128,288 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $368,270 | $376,727 |
Accounts receivable, net of allowances of $37.0 million and $28.6 million at June 30, 2014 and December 31, 2013, respectively | 120,117 | 101,587 |
Inventory | 86,309 | 87,105 |
Deferred tax assets | 13,430 | 13,431 |
Prepaid expenses and other current assets | 14,967 | 12,591 |
Total current assets | 603,093 | 591,441 |
Fixed assets, net | 41,951 | 39,268 |
Intangible assets, net | 900,725 | 836,273 |
Goodwill | 284,822 | 257,694 |
Restricted cash | 1,496 | 1,574 |
Other assets | 15,023 | 15,032 |
Total assets | 1,847,110 | 1,741,282 |
Current liabilities: | ' | ' |
Accounts payable | 8,258 | 26,911 |
Accrued expenses | 167,229 | 142,290 |
Deferred revenue | 3,606 | 5,052 |
Total current liabilities | 179,093 | 174,253 |
Contingent purchase price | 360,780 | 302,363 |
Deferred tax liabilities | 149,250 | 128,677 |
Convertible senior notes (due 2017) | 241,304 | 236,088 |
Other liabilities | 6,421 | 7,740 |
Total liabilities | 936,848 | 849,121 |
Stockholders' equity: | ' | ' |
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value per share, 125,000,000 shares authorized; 67,316,487 issued and 65,123,505 outstanding at June 30, 2014 and 66,590,875 issued and 64,397,893 outstanding at December 31, 2013, respectively | 67 | 66 |
Additional paid-in capital | 1,019,477 | 991,982 |
Treasury stock, at cost; 2,192,982 shares at June 30, 2014 and December 31, 2013, respectively | -50,000 | -50,000 |
Accumulated deficit | -55,052 | -44,899 |
Accumulated other comprehensive loss | -3,867 | -4,652 |
Total The Medicines Company stockholders' equity | 910,625 | 892,497 |
Non-controlling interest in joint venture | -363 | -336 |
Total stockholders' equity | 910,262 | 892,161 |
Total liabilities and stockholders' equity | $1,847,110 | $1,741,282 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Allowances for accounts receivable | $37 | $28.60 |
Stockholders' equity: | ' | ' |
Preferred stock, par value (USD per share) | $1 | $1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $0.00 | $0.00 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 67,316,487 | 66,590,875 |
Common stock, shares outstanding | 65,123,505 | 64,397,893 |
Treasury stock, shares | 2,192,982 | 2,192,982 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net revenue | $183,774 | $172,826 | $361,009 | $328,579 |
Operating expenses: | ' | ' | ' | ' |
Cost of revenue | 85,687 | 63,938 | 152,554 | 120,653 |
Research and development | 41,228 | 27,025 | 72,324 | 85,221 |
Selling, general and administrative | 88,745 | 52,944 | 153,266 | 116,426 |
Total operating expenses | 215,660 | 143,907 | 378,144 | 322,300 |
(Loss) income from operations | -31,886 | 28,919 | -17,135 | 6,279 |
Co-promotion and profit share income | 7,326 | 4,068 | 13,346 | 7,818 |
Interest expense | -3,892 | -3,704 | -7,752 | -7,377 |
Other (expense) income | -150 | 605 | 29 | 803 |
(Loss) income before income taxes | -28,602 | 29,888 | -11,512 | 7,523 |
Benefit (provision) for income taxes | 23,428 | -11,854 | 1,333 | -1,095 |
(Loss) income | -5,174 | 18,034 | -10,179 | 6,428 |
Net loss attributable to non-controlling interest | 17 | 60 | 26 | 93 |
Net (loss) income attributable to The Medicines Company | ($5,157) | $18,094 | ($10,153) | $6,521 |
Basic (loss) income per common share attributable to The Medicines Company (USD per share) | ($0.08) | $0.33 | ($0.16) | $0.12 |
Diluted (loss) income per common share attributable to The Medicines Company (USD per share) | ($0.08) | $0.30 | ($0.16) | $0.11 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic (shares) | 64,400 | 55,553 | 64,277 | 54,804 |
Diluted (shares) | 64,400 | 60,261 | 64,277 | 59,154 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net (loss) income | ($5,174) | $18,034 | ($10,179) | $6,428 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized loss on available for sale securities | 0 | -10 | 0 | -5 |
Foreign currency translation adjustment | 914 | -672 | 785 | -913 |
Other comprehensive (loss) income | 914 | -682 | 785 | -918 |
Comprehensive (loss) income | ($4,260) | $17,352 | ($9,394) | $5,510 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($10,179) | $6,428 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 17,026 | 12,815 |
Intangible asset impairment charges | 15,100 | 0 |
Amortization of net premiums and discounts on available for sale securities | 0 | 203 |
Amortization of long term debt financing costs | 646 | 572 |
Amortization of debt discount | 5,216 | 4,915 |
Unrealized foreign currency transaction (gain) loss, net | -528 | 49 |
Non-cash stock compensation expense | 16,323 | 10,460 |
Loss on disposal of fixed assets | 12 | 26 |
Deferred tax provision | -532 | -2,631 |
Excess tax benefit from share-based compensation arrangements | -1,667 | -5,682 |
Adjustment to contingent purchase price | 19,617 | -5,648 |
Changes in operating assets and liabilities: | ' | ' |
Accrued interest receivable | ' | 273 |
Accounts receivable | -18,415 | -4,729 |
Inventory | 1,086 | -10,482 |
Prepaid expenses and other current assets | -411 | -739 |
Accounts payable | -19,448 | -20,185 |
Accrued expenses | 28,310 | 6,668 |
Deferred revenue | -2,696 | -29 |
Other liabilities | -4,917 | 133 |
Net cash provided (used in) by operating activities | 44,543 | -7,583 |
Cash flows from investing activities: | ' | ' |
Proceeds from maturities and sales of available for sale securities | 0 | 42,556 |
Purchases of fixed assets | -5,431 | -3,159 |
Cash used for acquisitions, net | -58,871 | -301,700 |
Acquisition of intangible assets | 0 | -10,000 |
Other investments | -625 | -875 |
Decrease in restricted cash | 75 | 7 |
Net cash used in investing activities | -64,852 | -273,171 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuances of common stock | 9,506 | 49,561 |
Excess tax benefit from share-based compensation arrangements | 1,667 | 5,682 |
Net cash provided by financing activities | 11,173 | 55,243 |
Effect of exchange rate changes on cash | 679 | -1,044 |
Decrease in cash and cash equivalents | -8,457 | -226,555 |
Cash and cash equivalents at beginning of period | 376,727 | 519,446 |
Cash and cash equivalents at end of period | 368,270 | 292,891 |
Supplemental disclosure of cash flow information: | ' | ' |
Interest paid | 1,890 | 1,891 |
Taxes paid | $1,200 | $1,100 |
Nature_of_Business
Nature of Business | 6 Months Ended |
Jun. 30, 2014 | |
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, Minocin® (minocycline) for injection and the Tenaxis surgical sealant, a vascular and surgical sealant acquired in the Company's acquisition of Tenaxis Medical, Inc. (Tenaxis). 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, IONSYSTM (fentanyl iontophoretic transdermal system), OrbactivTM (oritavancin), RaplixaTM, formerly referred to as FibrocapsTM, and RPX-602, and three research and development product candidates, MDCO-216, CarbavanceTM and ALN-PCSsc, which the Company has the right to develop, manufacture and commercialize under its collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam). 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 (AstraZeneca) and the Boston Scientific Promus PREMIERTM 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). In addition to the product candidates above, the Company also has an exclusive option to acquire worldwide rights for ABP700, an intravenous anesthetic program, which is under development with Annovation Biopharma Inc. |
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Significant Accounting Policies | |
The Company's significant accounting policies are described in note 2 of the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (SEC). | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries or significant investments accounted for under the equity method. | |
The Company's results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2014. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013 as filed with the SEC. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Revenue Recognition | |
The Company's revenue recognition accounting policy is described in note 2 of the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013 as filed with the SEC. Effective with the first quarter of 2014, the Company has modified its revenue recognition accounting policy with respect to product sales of Cleviprex and ready-to-use Argatroban as follows: | |
Product Sales of Cleviprex and Ready-to-Use Argatroban. Prior to January 1, 2014, product sales from Cleviprex and ready-to-use Argatroban were recorded under a deferred revenue model as the Company did not have sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. Under the deferred revenue model, the Company did not recognize revenue upon product shipment to Integrated Commercialization Solutions (ICS). Instead, upon product shipment, the Company invoiced ICS, recorded deferred revenue at gross invoice sales price, classified the cost basis of the product held by ICS as finished goods inventory held by others and included such cost basis amount within prepaid expenses and other current assets on the consolidated balance sheets. The Company recognized revenue when hospitals purchased the products. | |
Beginning in 2014, the Company is recognizing revenue for Cleviprex and ready-to-use Argatroban as product is sold to ICS in the same manner as it recognizes Angiomax and Recothrom revenue, as the Company believes there is now sufficient history to reasonably estimate expected returns and other adjustments to revenue. During 2014 the Company recognized one-time increases of $0.7 million in net sales of Cleviprex and $1.6 million in net sales of ready-to-use Argatroban, representing product sales previously deferred as of December 31, 2013, net of chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges. | |
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. | |
The Company performs research and development for U.S. government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. For the three months ended June 30, 2014 and six months ended June 30, 2014, the Company recorded approximately $3.4 million of reimbursements by the government as a reduction of research and development expenses. | |
Share-Based Compensation | |
The Company accounts for share-based compensation in accordance with FASB Accounting Standards Codification (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. 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. 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 option. | |
Recent Accounting Pronouncements | |
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 adoption of ASU 2013-11 did not have a significant impact on our consolidated financial statements. | |
In May 2014, the FASB issued a comprehensive new revenue recognition Accounting Standards Update "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09). ASU 2014-09 provides guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock-Based Compensation | ' |
Share-Based Compensation | |
The Company recorded approximately $8.9 million and $16.3 million of share-based compensation expense for the three and six months ended June 30, 2014, respectively. The Company recorded approximately $5.8 million and $10.5 million of share-based compensation expense for the three and six months ended June 30, 2013, respectively. As of June 30, 2014, there was approximately $38.9 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company's equity compensation plans. The Company expects to recognize those costs over a weighted average period of 1.43 years. | |
During the six months ended June 30, 2014, the Company issued a total of 725,612 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the Company's 2010 employee stock purchase plan (ESPP). During the six months ended June 30, 2013, the Company issued a total of 2,644,622 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the ESPP. Cash received from the exercise of stock options and purchases through the ESPP during the six months ended June 30, 2014 and June 30, 2013 was $9.5 million and $49.6 million, respectively, and is included within the financing activities section of the consolidated statements of cash flows. |
Loss_Earnings_per_Share
(Loss) Earnings per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
(Loss) Earnings per Share | ' | |||||||||||||||
(Loss) Earnings per Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted (loss) earnings per share for the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted | ||||||||||||||||
Net (loss) income attributable to The Medicines Company | $ | (5,157 | ) | $ | 18,094 | $ | (10,153 | ) | $ | 6,521 | ||||||
Weighted average common shares outstanding, basic | 64,400 | 55,553 | 64,277 | 54,804 | ||||||||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes | — | 4,708 | — | 4,350 | ||||||||||||
Weighted average common shares outstanding, diluted | 64,400 | 60,261 | 64,277 | 59,154 | ||||||||||||
(Loss) income per share attributable to The Medicines Company, basic | $ | (0.08 | ) | $ | 0.33 | $ | (0.16 | ) | $ | 0.12 | ||||||
(Loss) income per share attributable to The Medicines Company, diluted | $ | (0.08 | ) | $ | 0.3 | $ | (0.16 | ) | $ | 0.11 | ||||||
Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period, reduced where applicable for outstanding yet unvested shares of restricted common stock. The number of dilutive common stock equivalents was calculated using the treasury stock method. For the three months ended June 30, 2014 and 2013, options to purchase 1,426,987 shares and 2,707,156 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 six months ended June 30, 2014 and 2013, options to purchase 1,777,605 shares and 2,706,534 shares, respectively, of common stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | ||||||||||||||||
For the three and six months ended June 30, 2014, there were 233,761 and 303,829 shares, respectively, of unvested restricted stock excluded from the calculation of diluted earnings per common share. For the three and six months ended June 30, 2013 , there were no shares of unvested restricted stock excluded from the calculation of diluted earnings per common share. | ||||||||||||||||
In June 2012, the Company issued, at par value, $275.0 million aggregate principal amount of 1.375% convertible senior notes due June 1, 2017 (the Notes) (see note 10, Convertible Senior Notes). 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. | ||||||||||||||||
For the three months ended June 30, 2014, no shares for the excess premium calculation on the Notes were included in the diluted shares for purposes of calculating the total shares outstanding under the basic and diluted net loss per share because the average market price during the period was below the conversion price of the Notes. For the six months ended June 30, 2014, 767,688 shares, for the excess premium calculation on the Notes were not included in the diluted shares for purposes of calculating the total shares outstanding under the basic and diluted net loss per share as the effect would be anti-dilutive. For the three and six months ended June 30, 2013, respectively, 1,626,162 shares and 1,251,775 shares, for the excess premium calculation on the Notes were included in the diluted shares for purposes of calculating the total shares outstanding under the basic and diluted net income per share. | ||||||||||||||||
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 warrants (the Warrants) to the Hedge Counterparties to purchase, subject to customary anti-dilution adjustments, up to 9.8 million shares of the Company's common stock at a strike price of $34.20 per share. For the three and six months ended June 30, 2014 and June 30, 2013, the warrants did not have a dilutive effect on earnings per share because the average market price during the periods presented was below the strike price. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three months ended June 30, 2014 and 2013, the Company recorded a $23.4 million benefit and an $11.9 million provision for income taxes, respectively, based upon its estimated federal, state and foreign tax liability for the year. The worldwide effective income tax rates for the Company for the three months ended June 30, 2014 and 2013 were (81.9)% and 39.7%, respectively. This decrease in effective tax rate is primarily driven by a decrease in pre-tax income and a discrete tax benefit of $0.6 million related to the effective settlement of an Australian tax audit, offset by an increase in the non-cash tax impact arising from changes in the value of contingent consideration related to the Company's acquisitions of Targanta Therapeutics Corporation (Targanta), Incline Therapeutics, Inc. (Incline), ProFibrix B.V. (ProFibrix), Rempex Pharmaceuticals, Inc. (Rempex) and Tenaxis. The decrease in the effective tax rate also reflects higher tax losses in foreign jurisdictions, driven primarily by the acquisition of ProFibrix from which the Company is unable to record a benefit. | |
For the six months ended June 30, 2014 and 2013, the Company recorded a $1.3 million benefit and a $1.1 million provision for income taxes, respectively, based upon its estimated federal, state and foreign tax liability for the year. The worldwide effective income tax rates for the Company for the six months ended June 30, 2014 and 2013 were (11.6)% and 14.6%, respectively. This decrease in the effective tax rate is primarily due to a decrease in pre-tax income and the discrete tax benefit related to the effective settlement of an Australian tax audit. The decrease in the effective tax rate was offset by an increase in non-cash tax impact arising from changes in the value of contingent consideration related to the Company's acquisitions of Targanta, Incline, ProFibrix, Rempex and Tenaxis and higher tax losses in foreign jurisdictions from which the Company is unable to record a benefit, primarily due to the acquisition of ProFibrix from which the Company is unable to record a benefit. | |
The Company continues to evaluate its ability to realize its deferred tax assets on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company's income taxes. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2014 | |
Cash and Cash Equivalents [Abstract] | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
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 $362.2 million and $330.8 million at June 30, 2014 and December 31, 2013, respectively. Cash and cash equivalents at June 30, 2014 and December 31, 2013 also included investments of $6.0 million and $45.9 million, respectively, in money market funds and commercial paper with original maturities of less than three months. | |
The Company did not hold any available for sale securities at June 30, 2014 and December 31, 2013. | |
Restricted Cash | |
The Company had restricted cash of $1.5 million and $1.6 million at June 30, 2014 and December 31, 2013, respectively, which includes $1.0 million collateral for outstanding letters of credit associated with the Company's lease for the office space in Parsippany, New Jersey. The funds are invested in certificates of deposit. The letter of credit permits draws by the landlord to cure defaults by the Company. In addition, as a result of the acquisition of Targanta in 2009, the Company had restricted cash of $0.2 million at June 30, 2014 and December 31, 2013, respectively, in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had restricted cash of $0.3 million and $0.4 million at June 30, 2014 and December 31, 2013, respectively, related to certain foreign tender requirements. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||||||||||||
FASB ASC 820-10 “Fair Value Measurements and Disclosures” (ASC 820-10) provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | ||||||||||||||||||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets and liabilities consist of money market investments and U.S. treasury notes. | |||||||||||||||||||||||||||||||
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company's Level 2 assets and liabilities consist of U.S. government agency notes and corporate debt securities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. | |||||||||||||||||||||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's Level 3 assets and liabilities consist of the contingent purchase prices associated with the Company's business combinations. The fair value of certain development or regulatory milestone based contingent purchase prices was 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 June 30, 2014 and December 31, 2013 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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of June 30, 2014 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2013 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 6,030 | $ | — | $ | — | $ | 6,030 | $ | 45,950 | $ | — | $ | — | $ | 45,950 | ||||||||||||||||
Total assets at fair value | $ | 6,030 | $ | — | $ | — | $ | 6,030 | $ | 45,950 | $ | — | $ | — | $ | 45,950 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 360,780 | $ | 360,780 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 360,780 | $ | 360,780 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | ||||||||||||||||
The Company measures contingent purchase price at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of contingent purchase price uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of contingent purchase price related to updated assumptions and estimates are recognized within selling, general and administrative expenses on the consolidated statements of income. | ||||||||||||||||||||||||||||||||
Contingent purchase price may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. | ||||||||||||||||||||||||||||||||
Level 3 Disclosures | ||||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
June 30, 2014 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,885 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11.30% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 121,700 | Probability-adjusted discounted cash flow | Probabilities of success | 60% -90% (79%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount Rate | 18% | |||||||||||||||||||||||||||||||
ProFibrix: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 87,745 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 3.0% - 17.5% | |||||||||||||||||||||||||||||||
Rempex: | ||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 97,050 | Probability-adjusted discounted cash flow | Probability of success | 11% - 95% (69%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2014 - 2019 | |||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | |||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,100 | Risk-adjusted revenue simulation | Probability of success | 9% - 49% (18%) | |||||||||||||||||||||||||||
Periods in which milestone is expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | |||||||||||||||||||||||||||||||
Tenaxis: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 39,300 | Probability-adjusted discounted cash flow | Probability of success | 5% - 90% (83%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2014 - 2026 | |||||||||||||||||||||||||||||||
Discount rate | 1% - 11% | |||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Period in which milestone is 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | |||||||||||||||||||||||||||||||
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 acquisition agreements for Targanta, Incline, ProFibrix, Rempex and Tenaxis. The significant unobservable inputs used in the fair value measurement of the Company's contingent purchase prices are the probabilities of successful achievement of development, regulatory and sales milestones, which would trigger payments under the Targanta, Incline, ProFibrix, Rempex and Tenaxis agreements, probabilities as to the periods in which the milestones are expected to be achieved and discount rates. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement. | ||||||||||||||||||||||||||||||||
The changes in fair value of the Company's Level 3 contingent purchase price during the three and six months ended June 30, 2014 and 2013 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | 304,627 | 105,807 | 302,363 | 18,971 | ||||||||||||||||||||||||||||
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 Tenaxis as of May 1, 2014 | 38,800 | — | 38,800 | — | ||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net (loss) income. | 17,353 | (5,283 | ) | 19,617 | (5,647 | ) | ||||||||||||||||||||||||||
Balance at end of period | $ | 360,780 | $ | 100,524 | $ | 360,780 | $ | 100,524 | ||||||||||||||||||||||||
For the three and six months ended June 30, 2014, the changes in the carrying value of the contingent purchase price obligations resulted from the Company's purchase of Tenaxis 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 or discount rate. | ||||||||||||||||||||||||||||||||
No other changes in valuation techniques or inputs occurred during the three and six months ended June 30, 2014. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three and six months ended June 30, 2014. |
Inventory
Inventory | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | June 30, | December 31, | |||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 30,311 | $ | 42,402 | |||||
Work-in-progress | 39,755 | 27,911 | |||||||
Finished goods | 16,243 | 16,792 | |||||||
Total | $ | 86,309 | $ | 87,105 | |||||
The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected volume. If annual volume is less than expected, the Company may be required to make additional allowances for excess or obsolete inventory in the future. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization and other charges | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Customer relationships | 8 years | $ | 7,457 | $ | (6,544 | ) | $ | 913 | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | |||||||||||
Selling rights agreements | 5.7 years | 9,125 | (7,415 | ) | 1,710 | 9,125 | (5,870 | ) | 3,255 | |||||||||||||||||
Trademarks | 8 years | 3,024 | (2,654 | ) | 370 | 3,024 | (2,284 | ) | 740 | |||||||||||||||||
Product licenses | 6.2 years | 71,000 | (50,307 | ) | 20,693 | 71,530 | (25,067 | ) | 46,463 | |||||||||||||||||
Developed product rights | 14.5 years | 94,430 | (1,338 | ) | 93,092 | — | — | — | ||||||||||||||||||
Cleviprex milestones | 12.5 years | 2,000 | (233 | ) | 1,767 | 2,000 | (191 | ) | 1,809 | |||||||||||||||||
Total | 10.5 years | $ | 187,036 | $ | (68,491 | ) | $ | 118,545 | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | |||||||||||
In May 2014, the Company completed its acquisition of Tenaxis and Tenaxis became a wholly owned subsidiary of the Company. The Company valued the intangible assets obtained from the acquisition of Tenaxis and classified such assets as developed products rights. | ||||||||||||||||||||||||||
The Company recorded an impairment charge on product licenses of $15.1 million to cost of sales as a result of reduction in estimated future cash flows expected to be generated by the acute care generic products as determined by an updated discounted cash flow analysis (Level 3). The Company expects amortization expense related to its intangible assets to be $15.3 million for the remainder of the year ending December 31, 2014. The Company expects annual amortization expense related to its intangible assets to be $10.0 million, $8.6 million, $8.7 million, $8.7 million and $8.3 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively, with the balance of $58.9 million being amortized thereafter. The Company records amortization of customer relationships, selling rights agreements and trademarks in selling, general and administrative expense on the consolidated statements of income. The Company records amortization of Cleviprex milestones, product licenses and developed product rights 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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 720,180 | — | $ | 720,180 | $ | 720,180 | — | $ | 720,180 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | 62,000 | — | 62,000 | ||||||||||||||||||||
Total | $ | 782,180 | — | $ | 782,180 | $ | 782,180 | — | $ | 782,180 | ||||||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2014: | ||||||||||||||||||||||||||
30-Jun-14 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 257,694 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Tenaxis | 26,796 | |||||||||||||||||||||||||
Translation adjustments | 332 | |||||||||||||||||||||||||
Balance as of June 30, 2014 | $ | 284,822 | ||||||||||||||||||||||||
Convertible_Senior_Notes
Convertible Senior Notes | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 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 net proceeds to the Company from the offering were $266.2 million after deducting the initial purchasers' discounts and commissions and the offering expenses payable by the Company. | ||||||||||||||||
The Notes are governed by an indenture dated as of June 11, 2012 (the Indenture), between the Company, as issuer, and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee). The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the incurrence of other indebtedness, or the issuance or repurchase of securities by the Company. | ||||||||||||||||
The Notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company's future indebtedness, if any, that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness and are structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company's subsidiaries. | ||||||||||||||||
Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2017 only under the following circumstances: | ||||||||||||||||
• | during any calendar quarter commencing on or after September 1, 2012 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price (described below) on each applicable trading day; | |||||||||||||||
• | during the five business day period after any five consecutive trading day period (the Measurement Period) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or | |||||||||||||||
• | upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company's assets. | |||||||||||||||
On or after March 1, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and deliver shares of the Company's common stock in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted, subject to a daily share cap, as described in the Indenture. Holders of Notes will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Instead, accrued but unpaid interest will be deemed to be paid by the cash and shares, if any, of the Company's common stock, together with any cash payment for any fractional share, paid or delivered, as the case may be, upon conversion of a Note. | ||||||||||||||||
The conversion rate for the Notes was initially, and remains, 35.8038 shares of the Company's common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $27.93 per share of the Company's common stock. The conversion rate and the conversion price are subject to customary adjustments for certain events, including, but not limited to, the issuance of certain stock dividends on the Company's common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers, as described in the Indenture. | ||||||||||||||||
The Company may not redeem the Notes prior to maturity and is not required to redeem or retire the Notes periodically. However, upon the occurrence of a "fundamental change" (as defined in the Indenture), subject to certain conditions, in lieu of converting their Notes, holders may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holder who elects to convert the Notes in connection with such change of control in certain circumstances. | ||||||||||||||||
The Indenture contains customary events of default with respect to the Notes, including that upon certain events of default (including the Company's failure to make any payment of principal or interest on the Notes when due and payable) occurring and continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders (subject to the provisions of the Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. In case of an event of default involving certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. | ||||||||||||||||
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the five-year term of the Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. | ||||||||||||||||
In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total costs incurred to the liability and equity components of the Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. | ||||||||||||||||
The Notes consisted of the following: | ||||||||||||||||
Liability component | June 30, | December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||||||
Less: Debt discount, net(1) | (33,696 | ) | (38,912 | ) | ||||||||||||
Net carrying amount | $ | 241,304 | $ | 236,088 | ||||||||||||
(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 $265.3 million as of June 30, 2014. 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 June 30, 2014, the remaining contractual life of the Notes is approximately 2.92 years. | ||||||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Contractual interest expense | $ | 945 | $ | 945 | $ | 1,890 | $ | 1,891 | ||||||||
Amortization of debt issuance costs | 326 | 289 | 646 | 572 | ||||||||||||
Amortization of debt discount | 2,621 | 2,470 | 5,216 | 4,915 | ||||||||||||
Total | $ | 3,892 | $ | 3,704 | $ | 7,752 | $ | 7,378 | ||||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | 6.02 | % | ||||||||
Note Hedges. In June 2012, the Company paid an aggregate amount of $58.2 million for the Note Hedges, which was recorded as a reduction of additional paid-in-capital in stockholders' equity. The Note Hedges cover approximately 9.8 million shares of the Company’s common stock, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, have a strike price that corresponds to the initial conversion price of the Notes and are exercisable upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are expected generally to reduce the potential dilution with respect to shares of the Company's common stock upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the Note Hedges, at the time of exercise is greater than the strike price of the Note Hedges. The Note Hedges are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the Notes or the Warrants. Holders of the Notes and Warrants will not have any rights with respect to the Note Hedges. As of June 30, 2014, the fair value of the Note Hedges was $65.2 million. The Company estimates the fair value of its Note Hedges using Monte Carlo simulations model of its stock price (Level 2). | ||||||||||||||||
Warrants. The Company received aggregate proceeds of $38.4 million from the sale to the Hedge Counterparties of the Warrants to purchase up to 9.8 million shares of the Company's common stock, subject to customary anti-dilution adjustments, at a strike price of $34.20 per share, which the Company recorded as additional paid-in-capital in stockholders' equity. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. The Warrants were anti-dilutive for the three and six months ended June 30, 2014. The Warrants are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the Notes or Note Hedges. Holders of the Notes and Note Hedges will not have any rights with respect to the Warrants. The Warrants also meet the definition of a derivative under current accounting principles. Because the Warrants are indexed to the Company's common stock and are recorded in equity in the Company's consolidated balance sheets, the Warrants are exempt from the scope and fair value provisions of accounting principles related to accounting for derivative instruments. |
Treasury_Stock
Treasury Stock | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Treasury Stock | ' |
Treasury Stock | |
On June 5, 2012, the Company's Board of Directors authorized the Company to use a portion of the net proceeds of the Notes offering to repurchase up to an aggregate of $50.0 million of its common stock. The Company repurchased 2,192,982 shares of its common stock in the second quarter of 2012 for an aggregate cost of $50.0 million. | |
As of June 30, 2014, there were 2,192,982 shares of the Company's common stock held in treasury. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
Acquisitions | |||||||||||||||||
Tenaxis Medical, Inc. | |||||||||||||||||
On April 21, 2014, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Tenaxis, Napa Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative and agent of the stockholders and optionholders of Tenaxis (the Representative). On May 1, 2014, the Company completed its acquisition of Tenaxis and Tenaxis became a wholly owned subsidiary of the Company. | |||||||||||||||||
The Tenaxis surgical sealant, Tenaxis’s sole product, mechanically seals both human tissue and artificial grafts. In the United States, the Tenaxis surgical sealant received a premarket approval from the U.S. Food and Drug Administration in March 2013 for use as a vascular sealant, but has not yet been commercialized in the United States. In the European Union, the product is approved for sale as a surgical sealant applicable to cardiovascular, general, urological, and thoracic surgery with a European CE Mark and Tenaxis has been commercializing the product since September 2008. | |||||||||||||||||
Under the Merger Agreement, the Company paid to the holders of Tenaxis’s capital stock, the holders of options to purchase shares of Tenaxis’s capital stock (whether or not such capital stock or options were vested or unvested as of immediately prior to the closing) and the holders of certain warrants and side letters (collectively, the Tenaxis Equityholders) an aggregate of $58.9 million in cash, subject to customary adjustments at and after the closing. The amount paid to the Tenaxis 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 specified other debt and liabilities of Tenaxis at closing. At the closing, the Company deposited approximately $5.4 million in cash from the $58.9 million purchase price into an escrow fund for the purposes of securing the indemnification obligations of the Tenaxis 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. To the extent that any amounts remain in the escrow fund after October 1, 2015 and not subject to claims by the Company, such amounts will be released to the Tenaxis Equityholders, subject to certain conditions set forth in the merger agreement. | |||||||||||||||||
In addition, the Company has agreed to pay to the Tenaxis Equityholders milestone payments subsequent to the closing, if the Company achieves certain regulatory approval milestones and commercial net sales milestones with respect to Tenaxis’s surgical sealant product, 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 Tenaxis Equityholders up to an additional $112.0 million in cash in the aggregate. | |||||||||||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Tenaxis 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 plan to classify the fair value of acquired developed product right as an intangible asset with the amortization recorded through the life of the products patent. | |||||||||||||||||
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 developed product intangible asset which has no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||||||||||
The Company accounted for the transaction as a business combination and is in the process of finalizing the valuation of intangible assets and fair value of the contingent purchase price. As a result, the preliminary measurements of intangible assets, goodwill and deferred income tax liabilities described below are subject to change. The results of Tenaxis operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||||||||||
Acquisition related costs during 2014 of approximately $0.6 million for advisory, legal and regulatory costs incurred in connection with the Tenaxis acquisition have been expensed in selling, general and administrative expenses. | |||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Upfront cash consideration | $ | 58,871 | |||||||||||||||
Fair value of contingent purchase price | 38,800 | ||||||||||||||||
Total estimated purchase price | $ | 97,671 | |||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (In thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 837 | |||||||||||||||
Inventory | 307 | ||||||||||||||||
Developed product rights | 93,900 | ||||||||||||||||
Goodwill | 26,796 | ||||||||||||||||
Other assets | 131 | ||||||||||||||||
Total assets | $ | 121,971 | |||||||||||||||
Liabilities assumed: | |||||||||||||||||
Accounts payable | 917 | ||||||||||||||||
Contingent purchase price | 38,800 | ||||||||||||||||
Deferred tax liability | 23,160 | ||||||||||||||||
Other liabilities | 223 | ||||||||||||||||
Total liabilities | $ | 63,100 | |||||||||||||||
Total cash price paid upon acquisition | $ | 58,871 | |||||||||||||||
The following unaudited pro forma financial information reflects the consolidated statement of income of the Company as if the acquisition of Tenaxis had occurred as of January 1, 2013. The pro forma information includes adjustments for the amortization of intangible assets net of tax, 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. | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net revenue | $ | 183,822 | $ | 172,912 | $ | 361,200 | $ | 328,750 | |||||||||
Net (loss) income | $ | (5,860 | ) | $ | 16,037 | $ | (12,966 | ) | $ | 2,406 | |||||||
Basic (loss) income per common share | $ | (0.09 | ) | $ | 0.29 | $ | (0.20 | ) | $ | 0.04 | |||||||
Diluted (loss) income per common share | $ | (0.09 | ) | $ | 0.27 | $ | (0.20 | ) | $ | 0.04 | |||||||
Rempex Pharmaceuticals, Inc. | |||||||||||||||||
During the three months ended March 31, 2014, in connection with the Company’s December 2013 acquisition of Rempex, the Company finalized the 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 of the acquisition. The Company finalized its accounting for the acquisition of Rempex in the three months ended March 31, 2014. The post-closing purchase price adjustment process resulted in an insignificant adjustment to the purchase price for the acquisition. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
The changes in accumulated other comprehensive loss are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized gain on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance as of December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
Other comprehensive loss before reclassifications | 785 | — | 785 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)* | — | — | — | ||||||||||
Total other comprehensive loss | 785 | — | 785 | ||||||||||
Balance as of June 30, 2014 | $ | (3,916 | ) | $ | 49 | $ | (3,867 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Segment and Geographic Information | ' | |||||||||||||||||||||||
Segment and Geographic Information | ||||||||||||||||||||||||
The Company manages its business and operations as one segment and is focused on advancing the treatment of acute and intensive care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. Revenues reported to date are derived primarily from the sales of Angiomax in the United States. | ||||||||||||||||||||||||
The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Net revenue: | ||||||||||||||||||||||||
United States | $ | 172,898 | 94.1 | % | $ | 159,590 | 92.3 | % | $ | 340,377 | 94.30% | $ | 303,786 | 92.50% | ||||||||||
Europe | 9,790 | 5.3 | % | 10,698 | 6.2 | % | 18,509 | 5.10% | 21,083 | 6.40% | ||||||||||||||
Rest of world | 1,086 | 0.6 | % | 2,538 | 1.5 | % | 2,123 | 0.60% | 3,710 | 1.10% | ||||||||||||||
Total net revenue | $ | 183,774 | 100 | % | $ | 172,826 | 100 | % | $ | 361,009 | 100.00% | $ | 328,579 | 100.00% | ||||||||||
June 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Long-lived assets: | ||||||||||||||||||||||||
United States | $ | 1,231,663 | 99.1 | % | $ | 1,139,210 | 99.2 | % | ||||||||||||||||
Europe | 10,841 | 0.9 | % | 9,035 | 0.8 | % | ||||||||||||||||||
Rest of world | 17 | — | % | 22 | — | % | ||||||||||||||||||
Total long-lived assets | $ | 1,242,521 | 100 | % | $ | 1,148,267 | 100 | % | ||||||||||||||||
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information 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 legal proceedings described in Part II, Item 1, Legal Proceedings, of this quarterly report on Form 10-Q, which include both patent litigation matters and class action litigation. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of the matters described in Part II, Item 1, Legal Proceedings, of this quarterly report on Form 10-Q, the Company believes that, the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to the Company's consolidated results of operations in any one accounting period. |
Collaboration_Agreements
Collaboration Agreements | 6 Months Ended |
Jun. 30, 2014 | |
Collaboration Agreements [Abstract] | ' |
Collaboration Agreements | ' |
Collaboration Agreements | |
AstraZeneca | |
In April 2012, the Company entered into an agreement with AstraZeneca pursuant to which the Company and AstraZeneca agreed to collaborate globally to develop and commercialize certain acute ischemic heart disease compounds. Under the terms of the collaboration agreement, a joint development and research committee and a joint commercialization committee have been established to prepare and deliver a global development plan and a country-by-country collaboration and commercialization plan, respectively, related to BRILINTA and Angiomax and cangrelor. Implementation of these plans is subject to agreement between both parties. | |
The first joint activity agreed upon by the parties under the collaboration agreement was a four-year co-promotion arrangement for BRILINTA in the United States. The Company and AstraZeneca have not agreed as to any development and commercialization activities to be performed with respect to Angiomax and cangrelor or as to any terms under which such activities would be performed. | |
Pursuant to the co-promotion arrangement, the Company's sales force began supporting promotion activities for BRILINTA in May 2012. Under the terms of the collaboration agreement, AstraZeneca agreed to pay the Company base consideration fees for conducting BRILINTA co-promotion activities during the specified periods, plus additional consideration fees for the same periods, if specified performance targets are achieved with respect to the number of new prescriptions written during the specified periods. The Company recognizes as co-promotion revenue both the base consideration fee and the additional consideration related to new prescriptions of BRILINTA as performance requirements are met. The base consideration fee for a specified time period is recognized ratably as our sales force activities meet the required performance target. The additional consideration fee for a specified time period related to the number of new prescriptions of BRILINTA written during the time period is recognized when the number of new prescriptions of BRILINTA exceeds the required performance target for such period. As of June 30, 2014, the Company has recognized total co-promotion revenue of approximately $33.4 million from AstraZeneca under the global collaboration agreement. | |
At the end of the second year of the agreement, AstraZeneca may terminate the agreement if performance targets for the second year are not achieved. Conversely, the Company may terminate the agreement at such time if the performance targets for the second year are achieved. Either party may terminate the agreement at the end of the third year of the agreement. If AstraZeneca elects to terminate the agreement at the end of the third year and the performance targets for the third year have been achieved, AstraZeneca must pay the Company a termination fee of $5 million. | |
Alnylam Pharmaceuticals, Inc. | |
In February 2013, the Company entered into a license and collaboration agreement with Alnylam 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 June 30, 2014, other than the initial $25 million license payment, the Company has not made any payments to Alnylam under the agreement. | |
Boston Scientific Corporation | |
In December 2013, the Company entered into a co-promotion agreement with BSX for the Promus PREMIER Stent System. Pursuant to the co-promotion agreement, the Company's acute cardiovascular care sales force began a collaboration with the BSX Interventional Cardiology sales force to provide promotional support for the Promus PREMIER Stent System in U.S. hospitals in January 2014. The Promus PREMIER Stent System combines a platinum chromium alloy stent, everolimus drug (manufactured by Novartis) and polymer coating, and a stent delivery system. Under the terms of the collaboration agreement, BSX agreed to pay the Company base consideration fees for providing training to the sales force, plus additional consideration fees for specified periods, if specified performance sales targets of Promus PREMIER Stents System are achieved by BSX during the specified periods. The Company will recognize as co-promotion revenue for the base consideration, and for the additional consideration as performance requirements are met. As of June 30, 2014, the Company has recognized total co-promotion revenue of approximately $3.2 million from BSX under the co-promotion agreement. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries or significant investments accounted for under the equity method. | |
The Company's results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2014. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013 as filed with the SEC. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | ' |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company's revenue recognition accounting policy is described in note 2 of the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013 as filed with the SEC. Effective with the first quarter of 2014, the Company has modified its revenue recognition accounting policy with respect to product sales of Cleviprex and ready-to-use Argatroban as follows: | |
Product Sales of Cleviprex and Ready-to-Use Argatroban. Prior to January 1, 2014, product sales from Cleviprex and ready-to-use Argatroban were recorded under a deferred revenue model as the Company did not have sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. Under the deferred revenue model, the Company did not recognize revenue upon product shipment to Integrated Commercialization Solutions (ICS). Instead, upon product shipment, the Company invoiced ICS, recorded deferred revenue at gross invoice sales price, classified the cost basis of the product held by ICS as finished goods inventory held by others and included such cost basis amount within prepaid expenses and other current assets on the consolidated balance sheets. The Company recognized revenue when hospitals purchased the products. | |
Beginning in 2014, the Company is recognizing revenue for Cleviprex and ready-to-use Argatroban as product is sold to ICS in the same manner as it recognizes Angiomax and Recothrom revenue, as the Company believes there is now sufficient history to reasonably estimate expected returns and other adjustments to revenue. During 2014 the Company recognized one-time increases of $0.7 million in net sales of Cleviprex and $1.6 million in net sales of ready-to-use Argatroban, representing product sales previously deferred as of December 31, 2013, net of chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges. | |
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. | |
The Company performs research and development for U.S. government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. | |
Share-based Compensation | ' |
Share-Based Compensation | |
The Company accounts for share-based compensation in accordance with FASB Accounting Standards Codification (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. 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. 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 option. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
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 adoption of ASU 2013-11 did not have a significant impact on our consolidated financial statements. | |
In May 2014, the FASB issued a comprehensive new revenue recognition Accounting Standards Update "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09). ASU 2014-09 provides guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. |
Loss_Earnings_per_Share_Tables
(Loss) Earnings per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted (loss) earnings per share for the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted | ||||||||||||||||
Net (loss) income attributable to The Medicines Company | $ | (5,157 | ) | $ | 18,094 | $ | (10,153 | ) | $ | 6,521 | ||||||
Weighted average common shares outstanding, basic | 64,400 | 55,553 | 64,277 | 54,804 | ||||||||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes | — | 4,708 | — | 4,350 | ||||||||||||
Weighted average common shares outstanding, diluted | 64,400 | 60,261 | 64,277 | 59,154 | ||||||||||||
(Loss) income per share attributable to The Medicines Company, basic | $ | (0.08 | ) | $ | 0.33 | $ | (0.16 | ) | $ | 0.12 | ||||||
(Loss) income per share attributable to The Medicines Company, diluted | $ | (0.08 | ) | $ | 0.3 | $ | (0.16 | ) | $ | 0.11 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
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 June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of June 30, 2014 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2013 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 6,030 | $ | — | $ | — | $ | 6,030 | $ | 45,950 | $ | — | $ | — | $ | 45,950 | ||||||||||||||||
Total assets at fair value | $ | 6,030 | $ | — | $ | — | $ | 6,030 | $ | 45,950 | $ | — | $ | — | $ | 45,950 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 360,780 | $ | 360,780 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 360,780 | $ | 360,780 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | ||||||||||||||||
Fair Value Inputs, Quantitative Information | ' | |||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
June 30, 2014 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,885 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11.30% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 121,700 | Probability-adjusted discounted cash flow | Probabilities of success | 60% -90% (79%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount Rate | 18% | |||||||||||||||||||||||||||||||
ProFibrix: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 87,745 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 3.0% - 17.5% | |||||||||||||||||||||||||||||||
Rempex: | ||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 97,050 | Probability-adjusted discounted cash flow | Probability of success | 11% - 95% (69%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2014 - 2019 | |||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | |||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,100 | Risk-adjusted revenue simulation | Probability of success | 9% - 49% (18%) | |||||||||||||||||||||||||||
Periods in which milestone is expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | |||||||||||||||||||||||||||||||
Tenaxis: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 39,300 | Probability-adjusted discounted cash flow | Probability of success | 5% - 90% (83%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2014 - 2026 | |||||||||||||||||||||||||||||||
Discount rate | 1% - 11% | |||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Period in which milestone is 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | |||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||||||||||||||||||
The changes in fair value of the Company's Level 3 contingent purchase price during the three and six months ended June 30, 2014 and 2013 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | 304,627 | 105,807 | 302,363 | 18,971 | ||||||||||||||||||||||||||||
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 Tenaxis as of May 1, 2014 | 38,800 | — | 38,800 | — | ||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net (loss) income. | 17,353 | (5,283 | ) | 19,617 | (5,647 | ) | ||||||||||||||||||||||||||
Balance at end of period | $ | 360,780 | $ | 100,524 | $ | 360,780 | $ | 100,524 | ||||||||||||||||||||||||
Inventory_Tables
Inventory (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | June 30, | December 31, | |||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 30,311 | $ | 42,402 | |||||
Work-in-progress | 39,755 | 27,911 | |||||||
Finished goods | 16,243 | 16,792 | |||||||
Total | $ | 86,309 | $ | 87,105 | |||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | ' | |||||||||||||||||||||||||
The following information details the carrying amounts and accumulated amortization of the Company's intangible assets subject to amortization: | ||||||||||||||||||||||||||
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization and other charges | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Customer relationships | 8 years | $ | 7,457 | $ | (6,544 | ) | $ | 913 | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | |||||||||||
Selling rights agreements | 5.7 years | 9,125 | (7,415 | ) | 1,710 | 9,125 | (5,870 | ) | 3,255 | |||||||||||||||||
Trademarks | 8 years | 3,024 | (2,654 | ) | 370 | 3,024 | (2,284 | ) | 740 | |||||||||||||||||
Product licenses | 6.2 years | 71,000 | (50,307 | ) | 20,693 | 71,530 | (25,067 | ) | 46,463 | |||||||||||||||||
Developed product rights | 14.5 years | 94,430 | (1,338 | ) | 93,092 | — | — | — | ||||||||||||||||||
Cleviprex milestones | 12.5 years | 2,000 | (233 | ) | 1,767 | 2,000 | (191 | ) | 1,809 | |||||||||||||||||
Total | 10.5 years | $ | 187,036 | $ | (68,491 | ) | $ | 118,545 | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | |||||||||||
Schedule of Indefinite-lived Intangible Assets by Major Class | ' | |||||||||||||||||||||||||
The following information details the carrying amounts of the Company's intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of June 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 720,180 | — | $ | 720,180 | $ | 720,180 | — | $ | 720,180 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | 62,000 | — | 62,000 | ||||||||||||||||||||
Total | $ | 782,180 | — | $ | 782,180 | $ | 782,180 | — | $ | 782,180 | ||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2014: | ||||||||||||||||||||||||||
30-Jun-14 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 257,694 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Tenaxis | 26,796 | |||||||||||||||||||||||||
Translation adjustments | 332 | |||||||||||||||||||||||||
Balance as of June 30, 2014 | $ | 284,822 | ||||||||||||||||||||||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Debt Liability Component | ' | |||||||||||||||
The Notes consisted of the following: | ||||||||||||||||
Liability component | June 30, | December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||||||
Less: Debt discount, net(1) | (33,696 | ) | (38,912 | ) | ||||||||||||
Net carrying amount | $ | 241,304 | $ | 236,088 | ||||||||||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method. | ||||||||||||||||
Schedule of Debt Interest Expense | ' | |||||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Contractual interest expense | $ | 945 | $ | 945 | $ | 1,890 | $ | 1,891 | ||||||||
Amortization of debt issuance costs | 326 | 289 | 646 | 572 | ||||||||||||
Amortization of debt discount | 2,621 | 2,470 | 5,216 | 4,915 | ||||||||||||
Total | $ | 3,892 | $ | 3,704 | $ | 7,752 | $ | 7,378 | ||||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | 6.02 | % | ||||||||
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ' | ||||||||||||||||
Total estimated purchase price is summarized as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Upfront cash consideration | $ | 58,871 | |||||||||||||||
Fair value of contingent purchase price | 38,800 | ||||||||||||||||
Total estimated purchase price | $ | 97,671 | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||||||||||
Assets Acquired: | (In thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 837 | |||||||||||||||
Inventory | 307 | ||||||||||||||||
Developed product rights | 93,900 | ||||||||||||||||
Goodwill | 26,796 | ||||||||||||||||
Other assets | 131 | ||||||||||||||||
Total assets | $ | 121,971 | |||||||||||||||
Liabilities assumed: | |||||||||||||||||
Accounts payable | 917 | ||||||||||||||||
Contingent purchase price | 38,800 | ||||||||||||||||
Deferred tax liability | 23,160 | ||||||||||||||||
Other liabilities | 223 | ||||||||||||||||
Total liabilities | $ | 63,100 | |||||||||||||||
Total cash price paid upon acquisition | $ | 58,871 | |||||||||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||||||||||
The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date. | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net revenue | $ | 183,822 | $ | 172,912 | $ | 361,200 | $ | 328,750 | |||||||||
Net (loss) income | $ | (5,860 | ) | $ | 16,037 | $ | (12,966 | ) | $ | 2,406 | |||||||
Basic (loss) income per common share | $ | (0.09 | ) | $ | 0.29 | $ | (0.20 | ) | $ | 0.04 | |||||||
Diluted (loss) income per common share | $ | (0.09 | ) | $ | 0.27 | $ | (0.20 | ) | $ | 0.04 | |||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Accumulated Other Comprehensive Loss | ' | ||||||||||||
The changes in accumulated other comprehensive loss are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized gain on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance as of December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
Other comprehensive loss before reclassifications | 785 | — | 785 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)* | — | — | — | ||||||||||
Total other comprehensive loss | 785 | — | 785 | ||||||||||
Balance as of June 30, 2014 | $ | (3,916 | ) | $ | 49 | $ | (3,867 | ) | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Reconciliation of Revenue from Segments to Consolidated | ' | |||||||||||||||||||||||
The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Net revenue: | ||||||||||||||||||||||||
United States | $ | 172,898 | 94.1 | % | $ | 159,590 | 92.3 | % | $ | 340,377 | 94.30% | $ | 303,786 | 92.50% | ||||||||||
Europe | 9,790 | 5.3 | % | 10,698 | 6.2 | % | 18,509 | 5.10% | 21,083 | 6.40% | ||||||||||||||
Rest of world | 1,086 | 0.6 | % | 2,538 | 1.5 | % | 2,123 | 0.60% | 3,710 | 1.10% | ||||||||||||||
Total net revenue | $ | 183,774 | 100 | % | $ | 172,826 | 100 | % | $ | 361,009 | 100.00% | $ | 328,579 | 100.00% | ||||||||||
Reconciliation of Assets from Segment to Consolidated | ' | |||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Long-lived assets: | ||||||||||||||||||||||||
United States | $ | 1,231,663 | 99.1 | % | $ | 1,139,210 | 99.2 | % | ||||||||||||||||
Europe | 10,841 | 0.9 | % | 9,035 | 0.8 | % | ||||||||||||||||||
Rest of world | 17 | — | % | 22 | — | % | ||||||||||||||||||
Total long-lived assets | $ | 1,242,521 | 100 | % | $ | 1,148,267 | 100 | % | ||||||||||||||||
Nature_of_Business_Details
Nature of Business (Details) | 6 Months Ended |
Jun. 30, 2014 | |
drugs | |
product | |
hospital | |
candidate | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of hospitals | 3,000 |
Number of product candidates | 5 |
Number of research and development product candidates | 3 |
Number of generic drugs | 10 |
Number of generic products sold | 3 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Product Information [Line Items] | ' | ' |
Reimbursement by government | $3.40 | $3.40 |
Cleviprex [Member] | ' | ' |
Product Information [Line Items] | ' | ' |
Increase in net sales | ' | 0.7 |
Argatroban [Member] | ' | ' |
Product Information [Line Items] | ' | ' |
Increase in net sales | ' | $1.60 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Recorded stock-based compensation expense | $8.90 | $5.80 | $16.30 | $10.50 |
Total unrecognized compensation costs related to non-vested share-based compensation. | 38.9 | ' | 38.9 | ' |
Period for recognition | ' | ' | '1 year 5 months 5 days | ' |
Exercises in period | ' | ' | 725,612 | 2,644,622 |
Cash received from exercise of stock options | ' | ' | $9.50 | $49.60 |
Loss_Earnings_per_Share_Detail
(Loss) Earnings per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Option [Member] | Option [Member] | Option [Member] | Option [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to The Medicines Company | ($5,157,000) | $18,094,000 | ($10,153,000) | $6,521,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding, basic (shares) | 64,400,000 | 55,553,000 | 64,277,000 | 54,804,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes (shares) | 0 | 4,708,000 | 0 | 4,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding, diluted (shares) | 64,400,000 | 60,261,000 | 64,277,000 | 59,154,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) income per share attributable to The Medicines Company, basic (USD per share) | ($0.08) | $0.33 | ($0.16) | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) income per share attributable to The Medicines Company, diluted (USD per share) | ($0.08) | $0.30 | ($0.16) | $0.11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive common stock shares excluded from computation of earnings per share | ' | ' | ' | ' | ' | 1,626,162 | 767,688 | 1,251,775 | ' | 1,426,987 | 2,707,156 | 1,777,605 | 2,706,534 | 233,761 | 0 | 303,829 | 0 |
Convertible senior notes (due 2017) | $241,304,000 | ' | $241,304,000 | ' | $236,088,000 | ' | ' | ' | $275,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.38% | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exercisable upon conversion | 9,800,000 | ' | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price (USD per share) | $34.20 | ' | $34.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Provision for (benefit from) income taxes | ($23,428,000) | $11,854,000 | ($1,333,000) | $1,095,000 |
Effective income tax rate | 81.90% | -39.70% | -11.60% | 14.60% |
Other tax expense (benefit) | ' | ' | $600,000 | ' |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | ' | ' |
Cash | $362,200,000 | $330,800,000 |
Investments in cash equivalents | 6,000,000 | 45,900,000 |
Restricted cash | 1,496,000 | 1,574,000 |
Restricted cash outstanding, letters of credit used for collateral | 1,000,000 | ' |
Restricted cash guaranteed, investment certificate for collateral | 200,000 | 200,000 |
Restricted cash and cash equivalents, foreign tender | $300,000 | $400,000 |
Fair_Value_Measurements_Measur
Fair Value Measurements (Measurement Inputs) (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||||
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | $360,780 | ' | $302,363 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 6,030 | ' | 45,950 | ' | ' | ' |
Total assets at fair value | 6,030 | ' | 45,950 | ' | ' | ' |
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 | ' | ' | ' |
Total assets at fair value | 0 | ' | 0 | ' | ' | ' |
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 | ' | ' | ' |
Total assets at fair value | 0 | ' | 0 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 360,780 | 304,627 | 302,363 | 100,524 | 105,807 | 18,971 |
Total liabilities at fair value | 360,780 | ' | 302,363 | ' | ' | ' |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' |
Money market | 6,030 | ' | 45,950 | ' | ' | ' |
Total assets at fair value | 6,030 | ' | 45,950 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' |
Contingent purchase price | 360,780 | ' | 302,363 | ' | ' | ' |
Total liabilities at fair value | $360,780 | ' | $302,363 | ' | ' | ' |
Fair_Value_Measurements_Quanti
Fair Value Measurements (Quantitative Information for Level 3 Transfers) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 360,780 | 302,363 |
Targanta [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 5,885 | 5,573 |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 20.00% | 20.00% |
Discount rate | 11.30% | 11.30% |
Incline Therapeutics, Inc. [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 121,700 | 115,890 |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 79.00% | 79.00% |
Discount rate | 18.00% | 18.00% |
Incline Therapeutics, Inc. [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 60.00% | 60.00% |
Incline Therapeutics, Inc. [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 90.00% | 85.00% |
ProFibrix [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 87,745 | 84,000 |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 91.00% | 91.00% |
ProFibrix [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 5.00% | 5.00% |
Discount rate | 3.00% | 4.90% |
ProFibrix [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 95.00% | 95.00% |
Discount rate | 17.50% | 17.50% |
Tenaxis Medical [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 83.00% | ' |
Tenaxis Medical [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 5.00% | ' |
Discount rate | 1.00% | ' |
Tenaxis Medical [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 90.00% | ' |
Discount rate | 11.00% | ' |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 97,050 | 87,900 |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 69.00% | 63.00% |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 11.00% | 11.00% |
Discount rate | 1.50% | 1.50% |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 95.00% | 95.00% |
Discount rate | 4.38% | 4.38% |
Commercial Milestones [Member] | Tenaxis Medical [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 39,300 | ' |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Contingent purchase price | 9,100 | 9,000 |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 18.00% | 18.00% |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 9.00% | 9.00% |
Discount rate | 2.00% | 2.00% |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' |
Probability of success | 49.00% | 49.00% |
Discount rate | 5.40% | 5.40% |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Incline Therapeutics, Inc. [Member] | Tenaxis Medical [Member] | Tenaxis Medical [Member] | Tenaxis Medical [Member] | Tenaxis Medical [Member] | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Measurment, Contingent Purchase Price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | $360,780 | $302,363 | $304,627 | $105,807 | $302,363 | $18,971 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of contingent purchase price | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 87,200 | 38,800 | 0 | 38,800 | 0 |
Fair value adjustment to contingent purchase prices included in net (loss) income. | ' | ' | 17,353 | -5,283 | 19,617 | -5,647 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period | $360,780 | $302,363 | $360,780 | $100,524 | $360,780 | $100,524 | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory_Details
Inventory (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $30,311 | $42,402 |
Work-in-progress | 39,755 | 27,911 |
Finished goods | 16,243 | 16,792 |
Total | $86,309 | $87,105 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '10 years 6 months | ' | ' |
Gross Carrying Amount | $187,036 | ' | $93,136 |
Accumulated Amortization and other charges | -68,491 | ' | -39,043 |
Net Carrying Amount | 118,545 | ' | 54,093 |
Intangible assets not subject to amortization | 782,180 | ' | 782,180 |
Intangible asset impairment charges | 15,100 | 0 | ' |
In Process Research and Development [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Intangible assets not subject to amortization | 720,180 | ' | 720,180 |
Recothrom Option [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Intangible assets not subject to amortization | 62,000 | ' | 62,000 |
Customer relationships [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '8 years | ' | ' |
Gross Carrying Amount | 7,457 | ' | 7,457 |
Accumulated Amortization and other charges | -6,544 | ' | -5,631 |
Net Carrying Amount | 913 | ' | 1,826 |
Selling rights agreement [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '5 years 8 months 12 days | ' | ' |
Gross Carrying Amount | 9,125 | ' | 9,125 |
Accumulated Amortization and other charges | -7,415 | ' | -5,870 |
Net Carrying Amount | 1,710 | ' | 3,255 |
Trademarks [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '8 years | ' | ' |
Gross Carrying Amount | 3,024 | ' | 3,024 |
Accumulated Amortization and other charges | -2,654 | ' | -2,284 |
Net Carrying Amount | 370 | ' | 740 |
Product licenses [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '6 years 2 months 12 days | ' | ' |
Gross Carrying Amount | 71,000 | ' | 71,530 |
Accumulated Amortization and other charges | -50,307 | ' | -25,067 |
Net Carrying Amount | 20,693 | ' | 46,463 |
Intangible asset impairment charges | 15,100 | ' | ' |
Developed product rights [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '14 years 6 months | ' | ' |
Gross Carrying Amount | 94,430 | ' | 0 |
Accumulated Amortization and other charges | -1,338 | ' | 0 |
Net Carrying Amount | 93,092 | ' | 0 |
Cleviprex milstones [Member] | ' | ' | ' |
Intangible Assets and Goodwill [Line Items] | ' | ' | ' |
Weighted Average Useful Life | '12 years 6 months | ' | ' |
Gross Carrying Amount | 2,000 | ' | 2,000 |
Accumulated Amortization and other charges | -233 | ' | -191 |
Net Carrying Amount | $1,767 | ' | $1,809 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Future Amortization Expense) (Details) (USD $) | Jun. 30, 2014 |
In Millions, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Future amortization expense, remainder of fiscal year | $15.30 |
Future amortization expense, 2015 | 10 |
Future amortization expense, 2016 | 8.6 |
Future amortization expense, 2017 | 8.7 |
Future amortization expense, 2018 | 8.7 |
Future amortization expense, 2019 | 8.3 |
Future amortization expense, after Year 2020 | $58.90 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Goodwill) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill beginning balance | $257,694 |
Goodwill resulting from the acquisition of Tenaxis | 26,796 |
Translation adjustments | 332 |
Goodwill ending balance | $284,822 |
Convertible_Senior_Notes_Narra
Convertible Senior Notes Narrative (Details) (USD $) | 6 Months Ended | 1 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | |
D | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' |
Senior notes | $241,304,000 | $236,088,000 | $275,000,000 |
Interest rate | ' | ' | 1.38% |
Proceeds from offering | ' | ' | 266,200,000 |
Trading period | 20 | ' | ' |
Consecutive trading period | '30 days | ' | ' |
Percent of conversion price | 130.00% | ' | ' |
Measurement period | '5 days | ' | ' |
Principal amount in covenant | $1,000 | ' | ' |
Percent of trading price | 98.00% | ' | ' |
Conversion ratio | 0.358038 | ' | ' |
Conversion price | $27.93 | ' | ' |
Percent of principal amount plus accrued and unpaid interest | 100.00% | ' | ' |
Percent of principal amount | 25.00% | ' | ' |
Percent of principal amount, plus accrued and unpaid interest, due and payable | 100.00% | ' | ' |
Percent of principal amount, plus accrued and unpaid interest, due and payable if bankruptcy, insolvency or reorganization occurs | 100.00% | ' | ' |
Initial discount amortization period | '5 years | ' | ' |
Convertible_Senior_Notes_Liabi
Convertible Senior Notes (Liability Component) (Details) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | |||
Debt Disclosure [Abstract] | ' | ' | ||
Principal | $275,000,000 | $275,000,000 | ||
Less: Debt discount, net | -33,696,000 | [1] | -38,912,000 | [1] |
Net carrying amount | 241,304,000 | 236,088,000 | ||
Fair value of Notes | $265,300,000 | ' | ||
Remaining contractual life | '2 years 11 months 1 day | ' | ||
[1] | Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method. |
Convertible_Senior_Notes_Inter
Convertible Senior Notes (Interest Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Contractual interest expense | $945 | $945 | $1,890 | $1,891 |
Amortization of debt issuance costs | 326 | 289 | 646 | 572 |
Amortization of debt discount | 2,621 | 2,470 | 5,216 | 4,915 |
Total interest expense | $3,892 | $3,704 | $7,752 | $7,378 |
Effective interest rate of the liability component | 6.02% | 6.02% | 6.02% | 6.02% |
Convertible_Senior_Notes_Note_
Convertible Senior Notes (Note Hedges) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2012 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Aggregate amount of hedge | ' | $58.20 |
Shares exercisable upon conversion | 9.8 | ' |
Fair value of Note Hedge | $65.20 | ' |
Convertible_Senior_Notes_Warra
Convertible Senior Notes (Warrants) (Details) (USD $) | 6 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Proceeds from sale of warrants | $38.40 |
Shares exercisable upon conversion | 9.8 |
Strike price (USD per share) | $34.20 |
Treasury_Stock_Details
Treasury Stock (Details) (USD $) | Jun. 30, 2014 |
In Millions, except Share data, unless otherwise specified | |
Stockholders' Equity Note [Abstract] | ' |
Authorized repurchase amount | $50 |
Number of shares held in treasury | 2,192,982 |
Acquisitions_Tenaxis_Details
Acquisitions Tenaxis (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | $183,822,000 | $172,912,000 | $361,200,000 | $328,750,000 | ' |
Goodwill | 284,822,000 | ' | 284,822,000 | ' | 257,694,000 |
Business Acquisition, Pro Forma Net Income (Loss) | -5,860,000 | 16,037,000 | -12,966,000 | 2,406,000 | ' |
Business Acquisition, Pro Forma Earnings Per Share, Basic | ($0.09) | $0.29 | ($0.20) | $0.04 | ' |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | ($0.09) | $0.27 | ($0.20) | $0.04 | ' |
Tenaxis Medical [Member] | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Payments to acquire businesses | 58,871,000 | ' | ' | ' | ' |
Escrow deposit | 5,400,000 | ' | 5,400,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 837,000 | ' | 837,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 307,000 | ' | 307,000 | ' | ' |
Intangible asset | 93,900,000 | ' | 93,900,000 | ' | ' |
Goodwill | 26,796,000 | ' | 26,796,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 131,000 | ' | 131,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 121,971,000 | ' | 121,971,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 917,000 | ' | 917,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 38,800,000 | ' | 38,800,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 23,160,000 | ' | 23,160,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 223,000 | ' | 223,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 63,100,000 | ' | 63,100,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 58,871,000 | ' | 58,871,000 | ' | ' |
Business Combination, Acquisition Related Costs | ' | ' | 600,000 | ' | ' |
Business Combination, Contingent Consideration, Asset, Fair Value | 38,800,000 | ' | 38,800,000 | ' | ' |
Business Combination, Preliminary Estimated Purchase Price | 97,671,000 | ' | 97,671,000 | ' | ' |
Commercial Milestones [Member] | Tenaxis Medical [Member] | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | $112,000,000 | ' | $112,000,000 | ' | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | ($4,652) | |
Other comprehensive loss before reclassifications | 785 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | [1] |
Total other comprehensive loss | 785 | |
Ending balance | -3,867 | |
Accumulated Translation Adjustment [Member] | ' | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | -4,701 | |
Other comprehensive loss before reclassifications | 785 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | [1] |
Total other comprehensive loss | 785 | |
Ending balance | -3,916 | |
Accumulated Net Unrealized Investment Gain [Member] | ' | |
Accumulated Other Comprehensive Loss [Roll Forward] | ' | |
Beginning balance | 49 | |
Other comprehensive loss before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | [1] |
Total other comprehensive loss | 0 | |
Ending balance | $49 | |
[1] | Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 1 | ' | ' |
Net revenue | $183,774 | $172,826 | $361,009 | $328,579 | ' |
Percentage of revenue by geographic segments | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Long-lived assets | 1,242,521 | ' | 1,242,521 | ' | 1,148,267 |
Percentage of long-lived assets by geographic segments | 100.00% | ' | 100.00% | ' | 100.00% |
United States [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 172,898 | 159,590 | 340,377 | 303,786 | ' |
Percentage of revenue by geographic segments | 94.10% | 92.30% | 94.30% | 92.50% | ' |
Long-lived assets | 1,231,663 | ' | 1,231,663 | ' | 1,139,210 |
Percentage of long-lived assets by geographic segments | 99.10% | ' | 99.10% | ' | 99.20% |
Europe [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 9,790 | 10,698 | 18,509 | 21,083 | ' |
Percentage of revenue by geographic segments | 5.30% | 6.20% | 5.10% | 6.40% | ' |
Long-lived assets | 10,841 | ' | 10,841 | ' | 9,035 |
Percentage of long-lived assets by geographic segments | 0.90% | ' | 0.90% | ' | 0.80% |
Rest of world [Member] | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' |
Net revenue | 1,086 | 2,538 | 2,123 | 3,710 | ' |
Percentage of revenue by geographic segments | 0.60% | 1.50% | 0.60% | 1.10% | ' |
Long-lived assets | $17 | ' | $17 | ' | $22 |
Percentage of long-lived assets by geographic segments | 0.00% | ' | 0.00% | ' | 0.00% |
Collaboration_Agreements_Detai
Collaboration Agreements (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Co-promotion and profit share income | $7,326,000 | $4,068,000 | $13,346,000 | $7,818,000 |
AstraZeneca [Member] | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Term for co-promotion | ' | ' | '4 years | ' |
Co-promotion and profit share income | ' | ' | 33,400,000 | ' |
Termination fee | ' | ' | 5,000,000 | ' |
Alnylam Pharmaceuticals, Inc. [Member] | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Initial payment | 25,000,000 | ' | 25,000,000 | ' |
Maximum payment for success-based development and commercialization milestones | ' | ' | 180,000,000 | ' |
Boston Scientific Corporation [Member] | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' |
Co-promotion and profit share income | ' | ' | $3,200,000 | ' |