Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 24, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | MEDICINES CO /DE | ||
Entity Central Index Key | 1113481 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $1,864,691,625 | ||
Entity Common Stock, Shares Outstanding | 65,645,458 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $370,741 | $376,727 |
Accounts receivable, net of allowances of approximately $47.0 million and $28.6 million at December 31, 2014 and 2013 | 155,691 | 101,587 |
Inventory | 81,450 | 87,105 |
Deferred tax assets | 33,080 | 13,431 |
Prepaid expenses and other current assets | 16,012 | 12,591 |
Total current assets | 656,974 | 591,441 |
Fixed assets, net | 40,060 | 39,268 |
Intangible assets, net | 892,659 | 836,273 |
Goodwill | 286,532 | 257,694 |
Restricted cash | 1,446 | 1,574 |
Other assets | 8,034 | 15,032 |
Total assets | 1,885,705 | 1,741,282 |
Current liabilities: | ||
Accounts payable | 19,799 | 26,911 |
Accrued expenses | 159,252 | 142,290 |
Current portion of contingent purchase price | 210,422 | 0 |
Deferred revenue | 14,350 | 5,052 |
Total current liabilities | 403,823 | 174,253 |
Contingent purchase price | 140,712 | 302,363 |
Convertible senior notes (due 2017) | 246,676 | 236,088 |
Deferred tax liability | 164,459 | 128,677 |
Other liabilities | 9,944 | 7,740 |
Total liabilities | 965,614 | 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, $.001 par value per share, 125,000,000 shares authorized; 67,667,468 issued and 65,474,486 outstanding at December 31, 2014 and 66,590,875 issued and 64,397,893 outstanding at December 31, 2013 | 68 | 66 |
Additional paid-in capital | 1,045,078 | 991,982 |
Treasury stock, at cost; 2,192,982 at December 31, 2014 and December 31, 2013 | -50,000 | -50,000 |
Accumulated deficit | -77,109 | -44,899 |
Accumulated other comprehensive income (loss) | 2,528 | -4,652 |
Total The Medicines Company stockholders’ equity | 920,565 | 892,497 |
Non-controlling interest in joint venture | -474 | -336 |
Total stockholders’ equity | 920,091 | 892,161 |
Total liabilities and stockholders’ equity | $1,885,705 | $1,741,282 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowances for accounts receivable | $47,000 | $28,600 |
Preferred stock, par value (USD per share) | $1 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value (USD per share) | $0.00 | |
Common stock, shares authorized | 125,000,000 | |
Common stock, share issued | 67,667,468 | 66,590,875 |
Common stock, shares outstanding | 65,474,486 | 64,397,893 |
Treasury stock | 2,192,982 | 2,192,982 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net revenue | $724,408 | $687,864 | $558,588 |
Operating expenses: | |||
Cost of revenue | 287,630 | 262,785 | 177,339 |
Research and development | 159,181 | 146,930 | 126,423 |
Selling, general and administrative | 342,164 | 264,958 | 171,753 |
Total operating expenses | 788,975 | 674,673 | 475,515 |
(Loss) income from operations | -64,567 | 13,191 | 83,073 |
Settlement | 25,736 | 0 | 0 |
Co-promotion and profit share income | 24,236 | 17,383 | 10,000 |
Loss in equity investment | -1,711 | 0 | 0 |
Interest expense | -15,701 | -15,531 | -8,005 |
Investment impairment | -7,500 | 0 | 0 |
Other income | 322 | 1,577 | 1,140 |
(Loss) income before income taxes | -39,185 | 16,620 | 86,208 |
Benefit (provision) for income taxes | 6,837 | -1,360 | -35,038 |
(Loss) net income | -32,348 | 15,260 | 51,170 |
Net loss attributable to non-controlling interest | 138 | 252 | 84 |
Net (loss) income attributable to The Medicines Company | ($32,210) | $15,512 | $51,254 |
Earnings per common share attributable to The Medicines Company: | |||
Basic (USD per share) | ($0.50) | $0.27 | $0.96 |
Diluted (USD per share) | ($0.50) | $0.25 | $0.93 |
Weighted average number of common shares outstanding: | |||
Basic (shares) | 64,473 | 58,096 | 53,545 |
Diluted (shares) | 64,473 | 62,652 | 55,346 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net (loss) income | ($32,348) | $15,260 | $51,170 |
Unrealized (loss) gain on available for sale securities | -10 | 6 | |
Foreign currency translation adjustment | 7,180 | -3,876 | -224 |
Other comprehensive income (loss) | 7,180 | -3,886 | -218 |
Comprehensive (loss) income | ($25,168) | $11,374 | $50,952 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest in JV [Member] |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $511,642 | $54 | $0 | $623,801 | ($111,665) | ($548) | $0 |
Balance, shares at Dec. 31, 2011 | 54,312,000 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchases | 22,932 | 2 | 22,930 | ||||
Employee stock purchase, shares | 1,487,642 | 1,488,000 | |||||
Issuance of restricted stock awards | 0 | 0 | |||||
Issuance of restricted stock awards, shares | 352,391 | 352,000 | |||||
Non-cash stock compensation | 14,981 | 14,981 | |||||
Excess tax benefit from share-based compensation arrangements | 1,558 | 1,558 | |||||
Equity component of the convertible notes, issuance, net | 55,685 | 55,685 | |||||
Purchase of convertible note hedges | -58,223 | -58,223 | |||||
Sale of warrants | 38,425 | 38,425 | |||||
Purchase of treasury stock | -50,000 | -50,000 | |||||
Purchase of treasury stock, shares | -2,193,000 | ||||||
Debt issuance costs | -1,730 | -1,730 | |||||
(Loss) net income | 51,170 | 51,254 | -84 | ||||
Currency translation adjustment | -224 | -224 | |||||
Unrealized (loss) gain on available for sale securities | 6 | 6 | |||||
Balance at Dec. 31, 2012 | 586,222 | 56 | -50,000 | 697,427 | -60,411 | -766 | -84 |
Balance, shares at Dec. 31, 2012 | 56,152,000 | -2,193,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchases | 74,213 | 4 | 74,209 | ||||
Employee stock purchase, shares | 3,547,431 | 3,547,000 | |||||
Issuance of restricted stock awards | 0 | 0 | |||||
Issuance of restricted stock awards, shares | 237,413 | 237,000 | |||||
Issuance of common stock | 189,599 | 6 | 189,593 | ||||
Issuance of common stock, shares | 6,653,000 | ||||||
Non-cash stock compensation | 23,078 | 23,078 | |||||
Excess tax benefit from share-based compensation arrangements | 7,675 | 7,675 | |||||
(Loss) net income | 15,260 | 15,512 | -252 | ||||
Currency translation adjustment | -3,876 | -3,876 | |||||
Unrealized (loss) gain on available for sale securities | -10 | -10 | |||||
Balance at Dec. 31, 2013 | 892,161 | 66 | -50,000 | 991,982 | -44,899 | -4,652 | -336 |
Balance, shares at Dec. 31, 2013 | 66,589,000 | -2,193,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchases | 17,343 | 1 | 17,342 | ||||
Employee stock purchase, shares | 864,457 | 864,000 | |||||
Issuance of restricted stock awards | 1 | 1 | |||||
Issuance of restricted stock awards, shares | 212,136 | 214,000 | |||||
Non-cash stock compensation | 34,311 | 34,311 | |||||
Excess tax benefit from share-based compensation arrangements | 1,443 | 1,443 | |||||
(Loss) net income | -32,348 | -32,210 | -138 | ||||
Currency translation adjustment | 7,180 | 7,180 | |||||
Unrealized (loss) gain on available for sale securities | |||||||
Balance at Dec. 31, 2014 | $920,091 | $68 | ($50,000) | $1,045,078 | ($77,109) | $2,528 | ($474) |
Balance, shares at Dec. 31, 2014 | 67,667,000 | -2,193,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
(Loss) net income | ($32,348) | $15,260 | $51,170 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 34,398 | 32,238 | 7,270 |
Impairment charges | 31,133 | 0 | 0 |
Amortization of net premiums and discounts on available for sale securities | 0 | 209 | 734 |
Amortization of long term debt financing costs | 1,332 | 1,179 | 598 |
Amortization of debt discount | 10,588 | 9,978 | 5,306 |
Unrealized foreign currency transaction (gains) losses, net | -833 | 143 | -573 |
Non-cash stock compensation expense | 34,311 | 23,078 | 14,981 |
Loss on disposal of fixed assets | 35 | 39 | 69 |
Deferred tax provision (benefit) | -5,565 | -10,272 | 30,376 |
Excess tax benefit from share-based compensation arrangements | -1,443 | -7,675 | -1,558 |
Change in contingent consideration obligation | 20,823 | 16,942 | -1,460 |
Loss in equity method investment | 1,711 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accrued interest receivable | 1 | 347 | 26 |
Accounts receivable | -54,739 | -15,017 | -11,120 |
Inventory | 5,627 | -10,130 | -31,152 |
Prepaid expenses and other current assets | -3,560 | 39 | 1,516 |
Accounts payable | -6,866 | -1,319 | 18,903 |
Accrued expenses | 24,058 | 31,192 | -40,160 |
Deferred revenue | 5,257 | 3,854 | 1,685 |
Other liabilities | 3,394 | 1,335 | -265 |
Net cash provided by operating activities | 67,314 | 91,420 | 46,346 |
Cash flows from investing activities: | |||
Purchases of available for sale securities | 0 | 0 | -65,354 |
Proceeds from maturities and sales of available for sale securities | 0 | 50,656 | 38,881 |
Purchases of fixed assets | -7,289 | -13,574 | -1,005 |
Payments for intangible assets | -15,000 | 0 | -36,678 |
Other investments | -3,625 | 1,125 | -2,500 |
Cash used for acquisitions, net | -58,934 | -542,579 | 0 |
Decrease in restricted cash | 92 | 11 | 3,148 |
Net cash used in investing activities | -84,756 | -504,361 | -63,508 |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock | 17,343 | 74,212 | 22,935 |
Proceeds from equity offering, net | 0 | 189,600 | 0 |
Milestone payments to Rempex shareholders | -9,953 | 0 | 0 |
Purchase of treasury stock | 0 | 0 | -50,000 |
Proceeds from the issuance of convertible senior notes | 0 | 0 | 275,000 |
Proceeds from issuance of warrants | 0 | 0 | 38,425 |
Purchase of convertible note hedge | 0 | 0 | -58,223 |
Debt issuance costs | 0 | 0 | -8,774 |
Excess tax benefit from share-based compensation arrangements | 1,443 | 7,675 | 1,558 |
Net cash provided by financing activities | 8,833 | 271,487 | 220,921 |
Effect of exchange rate changes on cash | 2,623 | -1,265 | 305 |
(Decrease) increase in cash and cash equivalents | -5,986 | -142,719 | 204,064 |
Cash and cash equivalents at beginning of period | 376,727 | 519,446 | 315,382 |
Cash and cash equivalents at end of period | 370,741 | 376,727 | 519,446 |
Supplemental disclosure of cash flow information: | |||
Taxes paid | 1,371 | 9,137 | 1,709 |
Interest paid | $3,782 | $4,374 | $1,786 |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 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 leading acute/intensive care hospitals worldwide. The Company markets Angiomax® (bivalirudin), Cleviprex® (clevidipine) injectable emulsion, Minocin® (minocycline) for injection, Orbactiv® (oritavancin), PreveLeakTM and Recothrom® Thrombin topical (Recombinant). The Company also has a pipeline of acute and intensive care hospital products in development, including four registration stage product candidates for which it has submitted applications for regulatory approval in the United States, cangrelor, IONSYS® (fentanyl iontophoretic transdermal system), RaplixaTM, formerly referred to as FibrocapsTM, and RPX-602, and four research and development product candidates, ABP-700, ALN-PCSsc, CarbavanceTM and MDCO-216. The Company refers to its registration stage product candidates and its research and development product candidates as its products in development. The Company has the right to develop, manufacture and commercialize ALN-PCSsc under its collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam). The Company believes that these marketed products and products in development possess favorable attributes that competitive products do not provide, can satisfy unmet medical needs in the acute and intensive care hospital product market and offer, or, in the case of our products in development, have the potential to offer, improved performance to hospital businesses. | |
In addition to these products and products in development, 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. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||
Significant Accounting Policies | Significant Accounting Policies | |||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. | ||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | ||||||||||||||||||||
Loss Attributable to Noncontrolling Interest | ||||||||||||||||||||
In 2010, the Company and Windlas Healthcare Private Limited entered into a joint venture in India. Given the Company's majority ownership interest of approximately 74.0% as of December 31, 2014 of the joint venture company, the Medicines Company (India) Private Limited, the accounts of the Medicines Company (India) Private Limited have been consolidated with the Company's accounts, and a noncontrolling interest has been recorded for the noncontrolling investors' interests in the equity and operations of the Medicines Company (India) Private Limited. For the year ended December 31, 2014, the loss attributable to the noncontrolling interest in the Medicines Company (India) Private Limited was approximately $0.1 million. | ||||||||||||||||||||
Investments | ||||||||||||||||||||
The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method in accordance with the FASB Accounting Standards Codification (ASC) 325-20, “Cost Method Investments” (ASC 325-20). Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired based on criteria outlined in ASC 325-20. Investments in which the Company has at least a 20%, but not more than a 50%, interest are generally accounted for under the equity method. These non-marketable securities have been classified as investments and included in other assets on the consolidated balance sheets. The Company's proportionate share of the operating results is recorded as loss in equity investment in the Company's consolidated statement of income. | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax, Orbactiv, Minocin IV and Cleviprex bulk substance is classified as raw materials and its costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. | ||||||||||||||||||||
Fixed Assets | ||||||||||||||||||||
Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. Repairs and maintenance costs are expensed as incurred. | ||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||
Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. | ||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | ||||||||||||||||||||
In-Process Research and Development | ||||||||||||||||||||
The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise it is expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method," which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. | ||||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||||
Long-lived assets, such as property, plant and equipment, goodwill, indefinite lived intangible assets and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. Long-lived assets used in operations and amortizing intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Based on the Company’s analysis, there was no impairment of goodwill and indefinite lived intangible assets in connection with the annual impairment tests that were performed during 2014. | ||||||||||||||||||||
Contingent Purchase Price from Business Combinations | ||||||||||||||||||||
Subsequent to the acquisition date, the Company measures the fair value of the acquisition-related contingent consideration at each reporting period, with changes in fair value recorded in the consolidated statements of (loss) income. Changes in the fair value of the acquisition-related contingent consideration obligations result from several factors including changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving specified milestone criteria. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting | ||||||||||||||||||||
Risks and Uncertainties | ||||||||||||||||||||
The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. | ||||||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments with high quality institutions. At December 31, 2014 and 2013, approximately $6.0 million and $45.9 million, respectively, of the Company’s cash and cash equivalents was invested in a single fund, the Dreyfus Cash Management Money Market Fund, a no-load money market fund with Capital Advisors Group. | ||||||||||||||||||||
The Company currently sells Angiomax, Cleviprex, Minocin IV, Orbactiv, Recothrom, the acute care generic products and ready-to-use Argatroban in the United States to a sole source distributor, Integrated Commercialization Solutions, Inc. (ICS). ICS accounted for 95%, 89% and 90% of the Company’s net revenue for 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013, amounts due from ICS represented approximately $193.4 million and $120.9 million, or 95% and 92%, of gross accounts receivable, respectively. At December 31, 2014 and 2013, the Company did not maintain an allowance for doubtful accounts for its ICS accounts receivable. | ||||||||||||||||||||
Contingencies | ||||||||||||||||||||
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | ||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
Product Sales. The Company distributes Angiomax, Recothrom, Cleviprex, Orbactiv, Minocin IV, the acute care generic products it markets and its ready-to-use Argatroban in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). Under this model, the Company records revenue upon shipment of Angiomax, Recothrom, Cleviprex, Minocin IV and ready-to-use Argatroban to ICS. ICS then sells these products to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States and, in certain cases, directly to hospitals. | ||||||||||||||||||||
The Company’s agreement with ICS, which it initially entered into in February 2007, provides that ICS will be the Company’s exclusive distributor of Angiomax, Recothrom, Cleviprex, Orbactiv, Minocin IV, the acute care generic products we market and ready-to-use Argatroban in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of Angiomax, Recothrom, Cleviprex, Minocin IV, the acute care generic products we market and ready-to-use Argatroban, to maintain an appropriate level of inventory based on the Company's customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company's standard return policy and has sole responsibility for determining the prices at which it sells these products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2019 and will automatically renew for additional one-year periods unless either party gives notice at least 90 days prior to the automatic extension. | ||||||||||||||||||||
Either party may terminate the agreement at any time and for any reason upon 180 days prior written notice to the other party. In addition, either party may terminate the agreement upon an uncured default of a material obligation by the other party and other specified conditions. In connection with a reduction in marketing, sales and distribution fees payable to ICS, in October 2010, the Company amended its agreement with ICS to extend ICS' payment terms under our distribution agreement with them from 30 days to 45 days, which can be further extended to 49 days if ICS pays by wire transfer. | ||||||||||||||||||||
In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox, with a sales force that is experienced in selling to hospital customers. As of December 31, 2014, the Company markets and sells Angiomax in India, Australia and New Zealand. The Company sells Cleviprex outside the United States in Australia and in certain European countries. The Company only sells PreveLeak in Europe. | ||||||||||||||||||||
The Company had deferred revenue of $0.6 million and $0.8 million as of December 31, 2014 and December 31, 2013, respectively, associated with sales of Angiomax, Cleviprex and PreveLeak to wholesalers outside of the United States. The Company recognizes revenue from such sales when hospitals purchase the product. | ||||||||||||||||||||
The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. | ||||||||||||||||||||
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 increase 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. 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. | ||||||||||||||||||||
In August 2014, the U.S Food and Drug Administration (FDA) approved Orbactiv. In October 2014, the Company commercially launched Orbactiv in the United States. The Company recognizes sales from Orbactiv and the acute care generic products it markets under a deferred revenue model. Under its deferred revenue model, the Company does not recognize revenue upon product shipment to ICS. Instead, upon product shipment, the Company invoices ICS, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. | ||||||||||||||||||||
The Company had deferred revenue of $5.8 million as of December 31, 2014 associated with sales of Orbactiv in the United States. When estimates of the expected returns and other adjustments can be reasonably estimated, the Company expects to recognize revenue from Orbactiv upon shipment to ICS in the same manner as the Company recognizes Angiomax, Recothrom, Cleviprex, Minocin IV and ready-to-use Argatroban revenue. The Company recognized $0.8 million of revenue associated with Orbactiv during 2014, related to purchases by hospitals. | ||||||||||||||||||||
The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. | ||||||||||||||||||||
The nature of the Company’s allowances and accruals require critical estimates, and the specific considerations the Company uses in estimating its amounts are as follows. | ||||||||||||||||||||
• | Product returns. The Company’s customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. | |||||||||||||||||||
In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. | ||||||||||||||||||||
At December 31, 2014 and December 31, 2013, the Company’s accrual for product returns was $3.3 million and $2.4 million, respectively. | ||||||||||||||||||||
• | Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. | |||||||||||||||||||
Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’s acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. | ||||||||||||||||||||
The Company also participates in the 340B Drug Pricing Program under the Public Health Services Act. Under the 340B Drug Pricing Program, the Company offers qualifying entities a discount off the commercial price of Angiomax for patients undergoing percutaneous coronary intervention, or PCI, on an outpatient basis. | ||||||||||||||||||||
As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. | ||||||||||||||||||||
The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which detail historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. | ||||||||||||||||||||
The Company’s allowance for chargebacks was $44.4 million and $25.0 million at December 31, 2014 and December 31, 2013, respectively. The Company did not have any significant allowance for rebates at December 31, 2014 and at December 31, 2013. | ||||||||||||||||||||
• | Fees-for-service. The Company offers discounts to certain wholesalers and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled with the wholesalers or ICS within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $0.9 million and $3.1 million at December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||
The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. | ||||||||||||||||||||
The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2014, 2013 and 2012 (amounts in thousands): | ||||||||||||||||||||
Cash | Returns | Chargebacks | Rebates | Fees-for- | ||||||||||||||||
Discounts | Service | |||||||||||||||||||
Balance at January 1, 2012 | $ | 1,849 | $ | 3,871 | $ | 15,640 | $ | 1,170 | $ | 3,269 | ||||||||||
Allowances for sales during 2012 | 12,240 | 854 | 68,179 | — | 9,914 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,849 | ) | (3,612 | ) | (9,673 | ) | (1,170 | ) | (2,885 | ) | ||||||||||
Actual credits issued for sales during 2012 | (10,230 | ) | — | (59,303 | ) | — | (6,721 | ) | ||||||||||||
Balance at December 31, 2012 | 2,010 | 1,113 | 14,843 | — | 3,577 | |||||||||||||||
Allowances for sales during 2013 | 15,943 | 2,524 | 130,374 | — | 12,059 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,871 | ) | (1,204 | ) | (10,244 | ) | — | (3,049 | ) | |||||||||||
Actual credits issued for sales during 2013 | (13,420 | ) | — | (109,933 | ) | — | (9,460 | ) | ||||||||||||
Balance at December 31, 2013 | 2,662 | 2,433 | 25,040 | — | 3,127 | |||||||||||||||
Allowances for sales during 2014 | 18,299 | 5,836 | 175,001 | — | 12,453 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (2,411 | ) | (1,724 | ) | (25,888 | ) | (3,246 | ) | ||||||||||||
Actual credits issued for sales during 2014 | (14,408 | ) | (3,196 | ) | (129,754 | ) | — | (11,410 | ) | |||||||||||
Balance at December 31, 2014 | $ | 4,142 | $ | 3,349 | $ | 44,399 | $ | — | $ | 924 | ||||||||||
International Distributors. Under the Company’s agreements with its primary international distributors, the Company sells Angiomax to these distributors at a fixed price. The established price is typically determined once per year, prior to the first shipment of Angiomax to the distributor each year. The minimum selling price used in determining the price is 50% of the average net unit selling price. | ||||||||||||||||||||
Revenue associated with sales to the Company’s international distributors during 2014, 2013 and 2012 was $1.3 million, $5.1 million and $5.5 million, respectively. | ||||||||||||||||||||
Cost of Revenue | ||||||||||||||||||||
Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv and Minocin IV, royalty expenses under the Company's agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex, with Eli Lilly (Lilly) related to Orbactiv and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Recothrom, Cleviprex, ready-to-use Argatroban, Orbactiv and Minocin IV including distribution, storage and handling costs. Cost of revenue also includes expenses related to the Company's license agreement with Bristol-Myers Squibb Company (BMS) for Recothrom and expenses related to the Company's supply agreement for Recothrom with BMS including product cost and logistics as well as royalties and amortization related to Recothrom. | ||||||||||||||||||||
Advertising Costs | ||||||||||||||||||||
The Company expenses advertising costs as incurred. Advertising costs were approximately $1.1 million, $0.4 million and $0.2 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||||||||
Research and Development | ||||||||||||||||||||
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | ||||||||||||||||||||
The Company performs research and development for US 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. The Company recorded approximately $9.5 million of reimbursements by the government as a reduction of research and development expenses for the year ended December 31, 2014. | ||||||||||||||||||||
Share-Based Compensation | ||||||||||||||||||||
The Company accounts for share-based compensation in accordance with ASC 718-10 (ASC 718-10), and recognizes expense using the accelerated expense attribution method. ASC 718-10 requires companies to recognize compensation expense in an amount equal to the fair value of all share-based awards granted to employees. The Company estimates the fair value of its options on the date of grant using the Black-Scholes closed-form option-pricing model. | ||||||||||||||||||||
Expected volatilities are based principally on historic volatility of the Company’s common stock. 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. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. | ||||||||||||||||||||
Foreign Currencies | ||||||||||||||||||||
The functional currencies of the Company’s foreign subsidiaries are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. | ||||||||||||||||||||
Income Taxes | ||||||||||||||||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. | ||||||||||||||||||||
The Company's annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. | ||||||||||||||||||||
In accordance with ASC 740, the Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company's tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company's liability for uncertain tax positions is reflected as a reduction to its deferred tax assets in its consolidated balance sheet. | ||||||||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||||||||
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities (if any), which are recorded and presented net of income tax, and foreign currency translation. | ||||||||||||||||||||
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. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory | Inventory | ||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | 2014 | 2013 | |||||||
(In thousands) | |||||||||
Raw materials | $ | 40,533 | $ | 42,402 | |||||
Work-in-progress | 34,095 | 27,911 | |||||||
Finished goods | 6,822 | 16,792 | |||||||
Total | $ | 81,450 | $ | 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. |
Fixed_Assets
Fixed Assets | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Fixed Assets | Fixed Assets | |||||||||
Fixed assets consist of the following: | ||||||||||
Estimated | December 31, | |||||||||
Life (Years) | 2014 | 2013 | ||||||||
(In thousands) | ||||||||||
Furniture, fixtures and equipment | 7-Mar | $ | 26,895 | $ | 23,267 | |||||
Computer software | 3 | 3,777 | 2,237 | |||||||
Computer hardware | 3 | 4,798 | 3,469 | |||||||
Leasehold improvements | 15-May | 31,426 | 31,735 | |||||||
66,896 | 60,708 | |||||||||
Less: Accumulated depreciation | (26,836 | ) | (21,440 | ) | ||||||
$ | 40,060 | $ | 39,268 | |||||||
Depreciation expense was approximately $5.7 million, $3.9 million and $2.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Cash_Cash_Equivalents_and_Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2014 | |
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash |
The Company considers all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents included cash of $364.7 million and $330.8 million at December 31, 2014 and December 31, 2013, respectively. Cash and cash equivalents at December 31, 2014 and December 31, 2013 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. These investments are carried at cost, which approximates fair value. The Company measures all original maturities from the date the investment was originally purchased by the Company. | |
At December 31, 2014 and December 31, 2013 the Company did not hold any available for sale securities. | |
Restricted Cash | |
The Company had restricted cash of $1.4 million and $1.6 million at December 31, 2014 and at December 31, 2013, which is included in restricted cash on the consolidated balance sheets. Restricted cash of $1.0 million at December 31, 2014 and December 31, 2013 collateralizes outstanding letters of credit associated with the lease of its corporate office space in Parsippany, New Jersey. The funds are invested in certificates of deposit. The letter of credit permits draws by the landlord to cure defaults by the Company. In addition, as a result of the acquisition of Targanta Therapeutics Corporation (Targanta) in 2009, the Company had at December 31, 2014 and December 31, 2013 restricted cash of $0.1 million and $0.3 million, respectively, in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had at December 31, 2014 and December 31, 2013 restricted cash of $0.3 million, respectively, related to certain foreign tender requirements. |
Non_Marketable_Investments
Non Marketable Investments | 12 Months Ended |
Dec. 31, 2014 | |
Investment [Abstract] | |
Non Marketable Investments | Non Marketable Investments |
In December 2012, the Company made a non-controlling equity investment in GeNO, LLC (GeNO), an advanced, development-stage privately held technology company that has created unique nitric oxide generation and delivery technology. The Company classified the investment as a cost method investment and included it in other assets on the Company's consolidated balance sheets. The Company held less than 10% of the issued and outstanding shares of GeNO and does not have significant influence over the company. During the three month period ended September 30, 2014 the Company's investment in the common stock of GeNO, LLC became diluted, resulting in the determination by the Company that the investment's fair value was zero. As a result the Company recorded an investment impairment charge of $7.5 million representing an other-than-temporary decline in the value of the Company's investment in common stock of GeNO, LLC. | |
In the third quarter 2014, the Company acquired additional ownership interests in Annovation, increasing the Company's equity ownership interest in Annovation to 36%. The Company has determined that its current ownership provides it with the ability to exercise significant influence, but not control, over Annovation's operating activities and, as a result, has accounted for its investment under the equity method. The investment is included in other assets on the consolidated balance sheet. The Company's proportionate share of the operating results of its equity investment is recorded as a loss in equity investment in the Company's consolidated statement of income. The retroactive application of the equity method resulted in an immaterial adjustment to the Company's financial statements for the year ended December 31, 2014. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | Acquisitions | ||||||||
Incline Therapeutics, Inc. | |||||||||
In January 2013, the Company acquired Incline, a company focused on the development of IONSYS, a compact, disposable, needleless patient-controlled system for the short-term management of acute postoperative pain in the hospital setting. | |||||||||
Under the terms of the Company's agreement with Incline, the Company paid to the holders of Incline's capital stock and the holders of options to purchase shares of Incline's capital stock (collectively, the Incline equityholders) an aggregate of approximately $155.2 million in cash. In addition, the Company also paid approximately $13.0 million to Cadence Pharmaceuticals, Inc. (Cadence) to terminate Cadence's option to acquire Incline pursuant to an agreement between Cadence and Incline and deposited an additional $18.5 million in cash into an escrow fund for the purposes of securing the indemnification obligations of the Incline equityholders to the Company for any and all losses for which the Company is entitled to indemnification pursuant to the merger agreement and to provide the source of recovery for any amounts payable to the Company as a result of the post-closing purchase price adjustment process. | |||||||||
The Company also agreed to pay up to $205 million in cash in the aggregate, less certain transaction expenses and taxes, upon its entering into a license agreement in Japan and achieving certain regulatory approval and certain sales milestones with respect to IONSYS. | |||||||||
The Company accounted for the transaction as a business combination. The results of Incline's operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Incline transaction to the underlying assets acquired and liabilities assumed by the Company, based upon estimated fair values of those assets and liabilities at the date of acquisition and classified the fair value of acquired IPR&D as an indefinite-lived asset until the successful completion or abandonment of the associated research and development efforts. | |||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed by the Company. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||
Acquisition related costs during 2013 of approximately $2.2 million for advisory, legal and regulatory costs incurred in connection with the Incline acquisition have been expensed in selling, general and administrative expenses. | |||||||||
Total purchase price is summarized as follows: | |||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 186,699 | |||||||
Fair value of contingent purchase price | 87,200 | ||||||||
Total purchase price | $ | 273,899 | |||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||
Assets Acquired: | (in thousands) | ||||||||
Cash and cash equivalents | $ | 1,563 | |||||||
Prepaid expenses and other current assets | 624 | ||||||||
Fixed assets, net | 12,577 | ||||||||
In-process research and development | 250,000 | ||||||||
Goodwill | 102,613 | ||||||||
Other assets | 34 | ||||||||
Total Assets | $ | 367,411 | |||||||
Liabilities Assumed: | |||||||||
Accrued expenses | $ | 1,413 | |||||||
Contingent purchase price | 87,200 | ||||||||
Deferred tax liabilities | 92,099 | ||||||||
Total Liabilities | $ | 180,712 | |||||||
Total cash price paid upon acquisition | $ | 186,699 | |||||||
Recothrom | |||||||||
In February 2013, pursuant to a master transaction agreement with Bristol-Myers Squibb Company (BMS), the Company acquired the right to sell, distribute and market Recothrom on a global basis for the collaboration term and BMS transferred to the Company certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. BMS also granted to the Company, under the master transaction agreement, an option to purchase from BMS and its affiliates, following the expiration or earlier termination of the collaboration term, certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom. | |||||||||
Under the master transaction agreement, the Company paid to BMS a one-time collaboration fee equal to $105.0 million and a one-time option fee equal to $10.0 million. | |||||||||
The Company did not assume any pre-existing liabilities related to the Recothrom business, contingent or otherwise, arising prior to the collaboration period, and the Company did not acquire any significant tangible assets related to the Recothrom business. Under the master transaction agreement, the Company paid BMS quarterly tiered royalty payments during the collaboration term equal to a percentage of worldwide net sales of Recothrom. | |||||||||
Under the terms of the agreement, if the Company exercises the option, it would, at the closing of the purchase of the option assets, acquire such assets and assume certain liabilities of BMS and its affiliates related to the assets and to pay to BMS a purchase price equal to the net book value of inventory included in the acquired assets, plus either: | |||||||||
• | a multiple of average net sales over each of the two 12-month periods preceding the closing of the purchase (unless the purchase closing occurs less than 24 months after February 8, 2013, in which case the measurement period would be the 12-month period preceding the purchase closing); or | ||||||||
• | if BMS has delivered a valid notice terminating the collaboration term early as a result of a material breach by the Company under the master transaction agreement, the amount described above plus an amount intended to give BMS the economic benefit of having received royalty fees for a 24-month collaboration term. | ||||||||
On February 6, 2015, the Company completed the acquisition of Recothrom assets from Bristol-Myers Squibb Company, or BMS. Please refer to Note 22 Subsequent Events. | |||||||||
In connection with the master transaction agreement, the Company also entered into a supply agreement with BMS. Under the supply agreement, BMS or one or more of its affiliates will manufacture Recothrom and serve as the exclusive supplier of Recothrom to the Company during the collaboration term at specified purchase prices. | |||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Recothrom transaction to the underlying assets acquired by the Company based primarily upon the estimated fair values of those assets at the date of acquisition. | |||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of purchase price over the fair value amounts assigned to the assets acquired by the Company. The goodwill recorded as part of the acquisition is primarily related to cost synergies and the acquired assembled workforce. The Company expects this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||
The Company accounted for the transaction as a business combination since it acquired the biologics license application for Recothrom and certain related regulatory assets, employees and an option to acquire certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom (inputs), including the infrastructure to the sell the product (processes) and net sales of Recothrom (outputs). In addition, the Company has control over sales and marketing of the product during the collaboration period. | |||||||||
Acquisition related costs during 2013 of approximately $1.6 million for advisory, legal and regulatory costs incurred in connection with the Recothrom acquisition have been expensed in selling, general and administrative expenses. | |||||||||
Below is a summary which details the purchase price allocation of assets acquired as a result of this acquisition: | |||||||||
Assets Acquired: | (in thousands) | ||||||||
Product license | $ | 32,000 | |||||||
Option | 62,000 | ||||||||
Goodwill | 21,000 | ||||||||
Total Assets | $ | 115,000 | |||||||
Total cash price paid upon acquisition | $ | 115,000 | |||||||
ProFibrix B.V. | |||||||||
In June 2013, the Company entered into a share purchase agreement (Purchase Agreement) with ProFibrix B.V., the equityholders of ProFibrix, certain members of the management team of ProFibrix in their capacities as warrantors of certain information in the Purchase Agreement, and the holders of options to acquire equity interests in ProFibrix and Stichting ProFibrix Sellers Representative, solely in its capacity as representative. In connection with the signing of the Purchase Agreement, the Company paid ProFibrix a $10.0 million option payment for the right to acquire ProFibrix in the event that the Company was satisfied with the results of the then pending FINISH-3 Phase 3 clinical trial of Raplixa, a dry powder topical formulation of fibrogen and thrombin being developed for use as an aid to stop mild to moderate bleeding during surgery. On July 20, 2013, ProFibrix delivered to the Company the results of the Phase 3 trial. Following the Company’s review of the Phase 3 trial results, on August 2, 2013, the Company notified ProFibrix that it wished to proceed with the closing of its acquisition of ProFibrix. On August 5 2013, the Company completed its acquisition of ProFibrix, and ProFibrix became a wholly owned subsidiary of the Company. | |||||||||
Upon the closing of the transactions contemplated by the Purchase Agreement, the Company paid an aggregate purchase price of $90.9 million in cash in connection with its acquisition of all the outstanding equity of ProFibrix. The Company deposited $9.0 million of the purchase price into an escrow fund for the purpose of (i) securing the indemnification obligations of the ProFibrix equityholders and optionholders to the Company for any and all losses for which the Company is entitled to indemnification under the Purchase Agreement, and (ii) providing the source of recovery for any amounts payable to the Company as a result of the post-closing purchase price adjustment process. | |||||||||
Under the terms of the Purchase Agreement, the Company is also obligated to pay up to an aggregate of $140.0 million in cash to the ProFibrix equityholders and optionholders upon the achievement of certain U.S. and European regulatory approvals prior to January 1, 2016 and certain U.S. and European sales milestones during the 24 month period that follows the initial commercial sale of Raplixa. As a result of the Company's acquisition of ProFibrix, the Company acquired a portfolio of patents and patent applications, including patents licensed from Quadrant Drug Delivery Limited (Quadrant), which included the U.S. patent directed to the composition of matter of Raplixa. Under the terms of a license agreement between ProFibrix and Quadrant, the Company is required to pay low single digit percentage royalties based on annual worldwide net sales of licensed products, including Raplixa, by the Company or its affiliates and sublicensees. The royalties are subject to reduction in specified circumstances. | |||||||||
The Company accounted for the transaction as a business combination and the results of ProFibrix's operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the ProFibrix transaction to the underlying assets acquired and liabilities assumed by the Company, based upon estimated fair values of those assets and liabilities at the date of acquisition and will classify the fair value of acquired IPR&D as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. | |||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed by the Company. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||
Acquisition related costs during 2013 of approximately $3.1 million for advisory, legal and regulatory costs incurred in connection with the ProFibrix acquisition have been expensed in selling, general and administrative expenses. | |||||||||
Total purchase price is summarized as follows: | |||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 105,395 | |||||||
Fair value of contingent purchase price | 82,550 | ||||||||
Total purchase price | $ | 187,945 | |||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||
Assets Acquired: | (in thousands) | ||||||||
Cash | $ | 7,880 | |||||||
Prepaid assets | 528 | ||||||||
Fixed assets, net | 124 | ||||||||
In-process research and development | 176,000 | ||||||||
Goodwill | 52,037 | ||||||||
Total Assets | $ | 236,569 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 1,074 | |||||||
Accrued expenses | 3,544 | ||||||||
Contingent purchase price | 82,550 | ||||||||
Deferred tax liabilities | 44,006 | ||||||||
Total Liabilities | $ | 131,174 | |||||||
Total cash price paid upon acquisition | $ | 105,395 | |||||||
Rempex Pharmaceuticals, Inc. | |||||||||
In December 2013, the Company acquired Rempex Pharmaceuticals, Inc. (Rempex), a company focused on the discovery and development of new antibacterial drugs to meet the growing clinical need created by multi-drug resistant gram-negative bacterial pathogens. As a result of the transaction, the Company acquired Rempex's marketed product, Minocin IV, a broad-spectrum tetracycline antibiotic, and Rempex’s portfolio of product candidates, including RPX-602, a proprietary reformulation of Minocin IV, Carbavance, an investigational agent that combines RPX-7009, a proprietary, novel beta-lactamase inhibitor, with a marketed carbapenem antibiotic, and Rempex’s other product candidates. | |||||||||
At the closing, the Company paid to the holders of Rempex’s capital stock, the holders of options to purchase shares of Rempex’s capital stock and the holders of certain phantom stock units (collectively, the Rempex equityholders) an aggregate of approximately $140.0 million in cash, and an additional $0.3 million in purchase price adjustments. The amount paid to the Rempex equityholders at the closing was subject to a post-closing purchase price adjustment process with respect to the net amount of cash, unpaid transaction expenses and other debt and liabilities of Rempex as of the date of the closing. | |||||||||
In addition, the Company agreed to pay to the Rempex equityholders milestone payments subsequent to the closing, if the Company achieves certain development and regulatory approval milestones and commercial sales milestones with respect to Rempex’s Minocin IV product, Rempex’s RPX-602 product candidate, a proprietary reformulation of Minocin IV, Rempex’s Carbavance product candidate, an investigational agent that is a combination of a novel beta-lactamase inhibitor with a marketed carbapenem antibiotic, and certain of Rempex’s other product candidates, at the times and on the conditions set forth in the Merger Agreement. In the event that all of the milestones set forth in the Merger Agreement are achieved in accordance with the terms of the Merger Agreement, the Company will pay the Rempex equityholders an additional $214.0 million in cash in the aggregate for achieving development and regulatory milestones and an additional $120.0 million in cash in the aggregate for achieving commercial milestones, in each case, less certain transaction expenses and employer taxes owing because of the milestone payments. In the event that any milestone payments become due within eighteen months following the Closing, the Company will enter into an escrow agreement (the Escrow Agreement) and will deposit the first $14.0 million of the aggregate milestone payments into an escrow fund for the purposes of securing the indemnification rights of the Company for any and all losses for which it is entitled to indemnification pursuant to the Merger Agreement or the Escrow Agreement and to provide the source of recovery for any amounts payable to the Company as a result of a post-closing purchase price adjustment process. To the extent that any amounts remain in the escrow fund after June 3, 2015 and not subject to claims by the Company, such amounts will be released to the Rempex Equityholders, subject to certain conditions set forth in the Merger Agreement. | |||||||||
The Company accounted for the transaction as a business combination and the results of Rempex operations have been included in the consolidated statements of income from the date of acquisition. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Rempex transaction to the underlying assets acquired and liabilities assumed by the Company, based upon estimated fair values of those assets and liabilities at the date of acquisition and will classify the fair value of acquired IPR&D as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. | |||||||||
The Company recognized as goodwill from the transaction an amount equal to the excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed by the Company. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | |||||||||
Acquisition related costs during 2013 of approximately $2.6 million for advisory, legal and regulatory costs incurred in connection with the Rempex acquisition have been expensed in selling, general and administrative expenses. | |||||||||
Total purchase price is summarized as follows: | |||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 140,251 | |||||||
Fair value of contingent cash payment | 96,700 | ||||||||
Total purchase price | $ | 236,951 | |||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||
Assets Acquired: | (In thousands) | ||||||||
Cash and cash equivalents | $ | 4,218 | |||||||
Accounts receivable, net | 399 | ||||||||
Inventory | 566 | ||||||||
Prepaid expenses and other current assets | 2,465 | ||||||||
Fixed assets, net | 331 | ||||||||
Intangible assets | 530 | ||||||||
In-process research and development | 224,680 | ||||||||
Goodwill | 68,632 | ||||||||
Total Assets | 301,821 | ||||||||
Liabilities Assumed: | |||||||||
Accounts payable | 1,413 | ||||||||
Accrued expenses | 5,867 | ||||||||
Deferred tax liabilities | 57,590 | ||||||||
Total Liabilities | 64,870 | ||||||||
Total purchase price | $ | 236,951 | |||||||
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. | |||||||||
Tenaxis’s sole product, PreveLeak, is a vascular and surgical sealant that mechanically seals both human tissue and artificial grafts. In the United States, PreveLeak received premarket approval from the U.S. Food and Drug Administration in March 2013 for use as a vascular sealant, however PreveLeak has not yet been commercialized in the United States. In the European Union, the product is approved for sale with a European CE Mark as a surgical sealant indicated for vascular, cardiac and soft tissue reconstructions to achieve hemostasis by mechanically sealing areas of leakage. Pursuant to this approval, PreveLeak has been sold in the European Union 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. 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 PreveLeak, 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 million in cash in the aggregate. | |||||||||
The Company accounted for the transaction as a business combination. During the third quarter of 2014, the purchase price adjustment process was finalized and resulted in an insignificant adjustment to the purchase price. The results of Tenaxis operations have been included in the consolidated statements of income from the date of acquisition. | |||||||||
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 developed product rights as an intangible asset with the amortization recorded through the life of the products patents. | |||||||||
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. | |||||||||
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 purchase price is summarized as follows: | |||||||||
(In thousands) | |||||||||
Upfront cash consideration | $ | 58,871 | |||||||
Fair value of contingent purchase price | 37,900 | ||||||||
Total purchase price | $ | 96,771 | |||||||
Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||||||
Assets Acquired: | (In thousands) | ||||||||
Cash and cash equivalents | $ | 914 | |||||||
Inventory | 307 | ||||||||
Developed product rights | 93,900 | ||||||||
Goodwill | 25,063 | ||||||||
Other assets | 131 | ||||||||
Total assets | $ | 120,315 | |||||||
Liabilities assumed: | |||||||||
Accounts payable | 161 | ||||||||
Contingent purchase price | 37,900 | ||||||||
Deferred tax liability | 23,160 | ||||||||
Other liabilities | 223 | ||||||||
Total liabilities | $ | 61,444 | |||||||
Total cash price paid upon acquisition | $ | 58,871 | |||||||
The following unaudited pro forma financial information reflects the consolidated statements of income of the Company for the years ended December 31, 2014 as if the acquisition of Tenaxis had occurred as of January 1, 2013, and as if the 2013 acquisitions had occurred as of January 1, 2012. | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands, except per share amounts) | |||||||||
Net revenue | $ | 724,599 | $ | 695,473 | |||||
Net loss | $ | (35,023 | ) | $ | (32,743 | ) | |||
Basic loss per common share | $ | (0.54 | ) | $ | (0.56 | ) | |||
Diluted loss per common share | $ | (0.54 | ) | $ | (0.56 | ) |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||
Average Remaining | Carrying | Amortization and other charges | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||||
Useful Life | Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Amortizable intangible assets | |||||||||||||||||||||||||||
Customer relationships(1) | — | $ | 7,457 | $ | (7,457 | ) | $ | — | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | ||||||||||||
Selling rights agreements(1) | 0.1 | 9,125 | (8,961 | ) | 164 | 9,125 | (5,870 | ) | 3,255 | ||||||||||||||||||
Trademarks(1) | — | 3,024 | (3,024 | ) | — | 3,024 | (2,284 | ) | 740 | ||||||||||||||||||
Product licenses(2) | 0.5 | 71,000 | (65,602 | ) | 5,398 | 71,530 | (25,067 | ) | 46,463 | ||||||||||||||||||
Developed product rights (3) | 11.9 | 180,930 | (6,513 | ) | 174,417 | 2,000 | (191 | ) | 1,809 | ||||||||||||||||||
Total | 12.5 | $ | 271,536 | $ | (91,557 | ) | $ | 179,979 | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | ||||||||||||
_______________________________________ | |||||||||||||||||||||||||||
-1 | The Company amortizes intangible assets related to Angiox through the end of its patent life. | ||||||||||||||||||||||||||
-2 | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | ||||||||||||||||||||||||||
-3 | The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. | ||||||||||||||||||||||||||
In the third quarter of 2014, the Company paid to third parties $15.0 million upon regulatory approval of Orbactiv. In addition, in the second quarter of 2014 the Company completed its acquisition of Tenaxis and Tenaxis became a wholly owned subsidiary of the Company. The Company classified the $15.0 million payment to third parties and the intangible assets obtained from Tenaxis as developed products rights. In the fourth quarter of 2014, the Company reclassified in-process research and development of $69.5 million related to Orbactiv, to developed product rights and commenced amortizing. | |||||||||||||||||||||||||||
Amortization expense was $52.5 million, $28.5 million and $4.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company expects annual amortization expense related to these intangible assets to be $14.6 million, $13.2 million, $13.3 million, $13.3 million and $12.9 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively, with the balance of $112.6 million being amortized thereafter. Amortization of customer relationships, distribution agreements and trademarks are recorded in selling, general and administrative expense on the consolidated statements of income. Amortization of developed product and product licenses are recorded in cost of revenue on the consolidated statements of income. | |||||||||||||||||||||||||||
The following information details the carrying amounts of the Company’s intangible assets not subject to amortization: | |||||||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||
Gross | Adjustments | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | ||||||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||||||||
In-process research and development | $ | 650,680 | $ | — | $ | 650,680 | 720,180 | $ | — | $ | 720,180 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | 62,000 | — | 62,000 | |||||||||||||||||||||
Total | $ | 712,680 | $ | — | $ | 712,680 | $ | 782,180 | $ | — | $ | 782,180 | |||||||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows: | |||||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 257,694 | $ | 14,671 | |||||||||||||||||||||||
Goodwill resulting from the acquisition of Tenaxis | 25,063 | — | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | — | 102,613 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | — | 21,000 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | — | 52,037 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Rempex | — | 68,632 | |||||||||||||||||||||||||
Translation adjustments | 3,775 | (1,259 | ) | ||||||||||||||||||||||||
Balance at end of period | $ | 286,532 | $ | 257,694 | |||||||||||||||||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities [Abstract] | ||||||||
Accrued Expenses | Accrued Expenses | |||||||
Accrued expenses consisted of the following at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Royalties | $ | 26,821 | $ | 44,260 | ||||
Research and development services | 29,726 | 14,846 | ||||||
Compensation related | 43,992 | 35,492 | ||||||
Product returns, rebates and other fees | 6,495 | 5,699 | ||||||
Legal, accounting and other | 14,045 | 14,487 | ||||||
Manufacturing, logistics and related fees | 30,919 | 23,722 | ||||||
Sales and marketing | 6,939 | 3,469 | ||||||
Interest | 315 | 315 | ||||||
$ | 159,252 | $ | 142,290 | |||||
Convertible_Senior_Notes
Convertible Senior Notes | 12 Months Ended | |||||||||||
Dec. 31, 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 2017 notes). The 2017 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 2017 notes will mature on June 1, 2017. The net proceeds to the Company from the offering were $266.2 million after deducting the initial purchasers' discounts and commissions and the offering expenses payable by the Company. | ||||||||||||
The 2017 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 2017 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 2017 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 2017 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 the 2017 notes will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, upon conversion of a 2017 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 2017 note. | ||||||||||||
The conversion rate for the 2017 notes was initially, and remains, 35.8038 shares of the Company's common stock per $1,000 principal amount of 2017 notes, which is equivalent to a conversion price of $27.93 per share of the Company's common stock. The conversion rate and the conversion price are subject to customary adjustments for certain events, including, but not limited to, the issuance of certain stock dividends on the Company's common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers, as described in the Indenture. | ||||||||||||
The Company may not redeem the 2017 notes prior to maturity and is not required to redeem or retire the 2017 notes periodically. However, upon the occurrence of a "fundamental change" (as defined in the Indenture), subject to certain conditions, in lieu of converting their 2017 notes, holders may require the Company to repurchase for cash all or part of their 2017 notes at a repurchase price equal to 100% of the principal amount of the 2017 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 2017 notes in connection with such change of control in certain circumstances. | ||||||||||||
The Indenture contains customary events of default with respect to the 2017 notes, including that upon certain events of default (including the Company's failure to make any payment of principal or interest on the 2017 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 2017 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 2017 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 2017 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 2017 notes, the Company separated the 2017 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 2017 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 2017 notes, the Company allocated the total costs incurred to the liability and equity components of the 2017 notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. Additionally, the Company initially recorded a deferred tax asset of $1.5 million in connection with the 2017 notes. | ||||||||||||
The Notes consisted of the following: | ||||||||||||
Liability component | December 31, | December 31, | ||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||
Less: Debt discount, net(1) | (28,324 | ) | (38,912 | ) | ||||||||
Net carrying amount | $ | 246,676 | $ | 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 $262.0 million as of December 31, 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 December 31, 2014, the remaining contractual life of the Notes is approximately 2.4 years. | ||||||||||||
The following table sets forth total interest expense recognized related to the Notes: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Contractual interest expense | $ | 3,781 | $ | 3,781 | $ | 2,101 | ||||||
Amortization of debt issuance costs | 1,332 | 1,179 | 598 | |||||||||
Amortization of debt discount | 10,588 | 9,978 | 5,306 | |||||||||
$ | 15,701 | $ | 14,938 | $ | 8,005 | |||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | ||||||
Note Hedges. In June 2012, the Company paid an aggregate amount of $58.2 million for the 2017 Note Hedges, which was recorded as a reduction of additional paid-in-capital in stockholders' equity. The 2017 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 2017 notes, have a strike price that corresponds to the initial conversion price of the 2017 notes and are exercisable upon conversion of the 2017 notes. The 2017 Note Hedges will expire upon the maturity of the 2017 notes. The 2017 Note Hedges are expected generally to reduce the potential dilution with respect to shares of the Company's common stock upon conversion of the 2017 notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the 2017 Note Hedges, at the time of exercise is greater than the strike price of the 2017 Note Hedges. The 2017 Note Hedges are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the 2017 notes or the Warrants. Holders of the 2017 notes and Warrants will not have any rights with respect to the 2017 Note Hedges. As of December 31, 2014, the fair value of the 2017 Note Hedges was $58.1 million. The Company estimates the fair value of its 2017 Note Hedges using Monte Carlo simulation models of its stock price (Level 2). | ||||||||||||
Warrants. The Company received aggregate proceeds of $38.4 million from the sale to the Hedge Counterparties of the Warrants to purchase up to 9.8 million shares of the Company's common stock, subject to customary anti-dilution adjustments, at a strike price of $34.20 per share, which the Company recorded as additional paid-in-capital in stockholders' equity. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. The Warrants are separate transactions entered into by the Company with the Hedge Counterparties and are not part of the terms of the 2017 notes or 2017 Note Hedges. Holders of the 2017 notes and 2017 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. | ||||||||||||
The Warrants were anti-dilutive for the years ended December 31, 2014 and 2013. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity |
Preferred Stock | |
The Company has 5,000,000 shares of preferred stock (Preferred Stock) authorized, none of which are issued. | |
Common Stock | |
Common stockholders are entitled to one vote per share and dividends when declared by the Company’s Board of Directors, subject to the preferential rights of any outstanding shares of Preferred Stock. | |
Employees and directors of the Company purchased 864,457 shares, 3,547,431 shares, and 1,487,642 shares of common stock during the years ended December 31, 2014, 2013 and 2012, respectively, pursuant to option exercises and the Company’s employee stock purchase plan. The aggregate net proceeds to the Company resulting from these purchases were approximately $17.3 million, $74.2 million, and $22.9 million during the years ended December 31, 2014, 2013 and 2012, respectively, and are included within the financing activities section of the consolidated statements of cash flows. The Company issued 212,136 shares, 237,413 shares and 352,391 shares under restricted stock awards during the years ended December 31, 2014, 2013 and 2012, respectively. | |
Treasury Stock | |
On June 5, 2012, the Company's Board of Directors authorized the Company to use a portion of the net proceeds of the 2017 notes offering to repurchase up to an aggregate of $50.0 million of its common stock. The Company repurchased 2,192,982 shares of its common stock in the second quarter of fiscal 2013 for an aggregate cost of $50.0 million. | |
As of December 31, 2014, there were 2,192,982 shares of the Company's common stock held in treasury. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | Share-Based Compensation | ||||||||||||
Stock Plans | |||||||||||||
The Company has adopted the following stock incentive plans: | |||||||||||||
• | the 2013 Stock Incentive Plan (the 2013 Plan), | ||||||||||||
• | the 2009 Equity Inducement Plan (the 2009 Plan), | ||||||||||||
• | the 2007 Equity Inducement Plan (the 2007 Plan), | ||||||||||||
• | the 2004 Stock Incentive Plan (the 2004 Plan), | ||||||||||||
• | the 2001 Non-Officer, Non-Director Stock Incentive Plan (the 2001 Plan), | ||||||||||||
• | the 2000 Outside Director Stock Option Plan (the 2000 Director Plan), and | ||||||||||||
• | the 1998 Stock Incentive Plan (the 1998 Plan). | ||||||||||||
Each of these plans provides for the grant of stock options and other stock- based awards to employees, officers, directors, consultants and advisors of the Company and its subsidiaries. Stock option grants have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and generally have a 10-year term. The fair value of stock option grants is recognized, net of an estimated forfeiture rate, using an accelerated method over the vesting period of the options, which is generally four years. | |||||||||||||
2013 Plan | |||||||||||||
In April 2013, the Board of Directors adopted, subject to stockholder approval, the 2013 Plan, which provides for the grant of stock options, restricted stock awards, restricted stock units, stock appreciation rights, other share-based awards and cash-based awards to the Company’s employees, officers, directors, consultants and advisors, including any individuals who have accepted an offer of employment. The Company’s stockholders approved the 2013 Plan on May 30, 2013. | |||||||||||||
The Company may issue up to 13,166,879 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2013 Plan. The total number of shares of the Company's common stock available for issuance under the 2013 Plan is equal to 3,700,000 shares plus the remaining number of shares of the Company's common stock available for issuance under the 2004 Plan as of May 30, 2013 (the date the plan was approved by the Company's stockholders), plus the number of shares of the Company's common stock subject to awards granted under the 2004 Plan which may expire, terminate or be surrendered, canceled, forfeited or repurchased by the Company. Shares issued under the 2013 Plan may be authorized but unissued shares or treasury shares, or may be issued from shares that are returned to the 2013 Plan (provided that open-market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants). The 2013 Plan uses a “fungible share” concept under which the awards of options and stock appreciation rights cause one share per share subject to such award to be removed from the available share pool, while the award of restricted stock, restricted stock units, or other share-based awards where the purchase price for the award is less than 100% of the fair market value of the Company's common stock on the date of grant will be counted against the pool as 1.7 shares, which was changed to 1.98 shares, effective May 2014, for each share subject to such award. Shares subject to awards under the 2013 Plan and the 2004 Plan that are forfeited, canceled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, will become available for issuance pursuant to a new award under the 2013 Plan and will be credited back to the pool at the same rates at which they left the plan. Shares are subtracted for exercises of stock appreciation rights using the proportion of the total stock appreciation rights that is exercised, rather than the number of shares actually issued. The Board of Directors has delegated its authority under the 2013 Plan to the Compensation Committee of the Board of Directors (the Compensation Committee), consisting of independent directors, which administers the 2013 Plan, including granting options and other awards under the 2013 Plan. In addition, pursuant to the terms of the 2013 Plan, the Board of Directors has delegated to the Company’s executive officers limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 2013 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. | |||||||||||||
The Board of Directors has adopted a program under the 2013 Plan providing for automatic grants of options to the Company’s non-employee directors. Each non-employee director is granted non-statutory stock options under the 2013 Plan to purchase: | |||||||||||||
• | $320 thousand value of options on the date of his or her initial election to the Board of Directors (the Initial Options); and | ||||||||||||
• | $215 thousand equity value split equally between stock options and restricted shares on the date of each annual meeting of the Company’s stockholders (the Annual Options), except if such non-employee director was initially elected to the Board of Directors at such annual meeting. The lead director will be granted an additional option to purchase 5,000 shares of the common stock on the date of each annual meeting of the Company’s stockholders. | ||||||||||||
These options have an exercise price equal to the closing price of the common stock on the NASDAQ Global Select Market on the date of grant and have a 10-year term. The Initial Options vest in 36 equal monthly installments beginning on the date one month after the grant date. The Annual Options vest in one installment 12 months after the date of grant. All vested options are exercisable at any time prior to the first anniversary of the date the director ceases to be a director. The restricted stock awards vest on the first anniversary date after the grant date. | |||||||||||||
As of December 31, 2014, the Company had granted an aggregate of 3,902,596 shares as restricted stock or subject to issuance upon exercise of stock options under the 2013 Plan, of which 3,560,018 shares remained subject to outstanding options. | |||||||||||||
2009 Plan | |||||||||||||
In February 2009, the Board of Directors adopted the 2009 Plan, which provided for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to any person who (a) was not previously an employee or director of the Company or (b) was commencing employment with the Company following a bona fide period of non-employment by the Company, as an inducement material to the individual entering into employment with the Company. The purpose of the 2009 Plan was to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who were expected to make important contributions to the Company and providing such persons with equity ownership opportunities that were intended to better align their interests with those of the Company’s stockholders. The 2009 Plan was administered by the Compensation Committee, which had the authority to grant awards under the 2009 Plan. Under the 2009 Plan, the Company was authorized to issue up to 1,500,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2009 Plan. Options granted under the 2009 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The 2009 Plan terminated on May 31, 2010. As of December 31, 2014, an aggregate of 69,671 options had been issued and remained outstanding under the 2009 Plan. | |||||||||||||
2007 Plan | |||||||||||||
In December 2007, the Board of Directors adopted the 2007 Plan, which provided for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to any person who (a) was not previously an employee or director of the Company or (b) was commencing employment with the Company following a bona fide period of non-employment by the Company, as an inducement material to the individual entering into employment with the Company. The purpose of the 2007 Plan was to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who were expected to make important contributions to the Company and providing such persons with equity ownership opportunities that were intended to better align their interests with those of the Company’s stockholders. The 2007 Plan was administered by the Compensation Committee, which had the authority to grant awards under the 2007 Plan. Under the 2007 Plan, the Company was authorized to issue up to 1,700,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2007 Plan. Options granted under the 2007 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The 2007 Plan terminated on May 29, 2008. As of December 31, 2014, an aggregate of 24,700 options had been issued and remained outstanding under the 2007 Plan. | |||||||||||||
2004 Plan | |||||||||||||
In April 2004, the Board of Directors adopted, subject to stockholder approval, the 2004 Plan, which provides for the grant of stock options, restricted stock awards, stock appreciation rights and other share-based awards to the Company’s employees, officers, directors, consultants and advisors, including any individuals who have accepted an offer of employment. The Company’s stockholders approved the 2004 Plan in May 2004. The 2004 Plan has been amended three times to increase the number of shares issuable under the 2004 Plan and to replace the existing sub limit on certain types of awards that may be granted under the 2004 Plan with a fungible share pool. | |||||||||||||
The Company may issue up to 13,900,000 shares of common stock, subject to adjustment in the event of stock splits and other similar events, pursuant to awards granted under the 2004 Plan. Shares awarded under the 2004 Plan that are subsequently canceled are available to be granted again under the 2004 Plan. The Board of Directors has delegated its authority under the 2004 Plan to the Compensation Committee, consisting of independent directors, which administers the 2004 Plan, including granting options and other awards under the 2004 Plan. In addition, pursuant to the terms of the 2004 Plan, the Board of Directors has delegated to the Company’s executive officers limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 2004 Plan generally have a 10-year term and vest 25% one year after grant and thereafter in equal monthly installments over a three-year period. The Company ceased making grants under the 2004 Plan following adoption of an amendment to the 2013 Plan at its annual stockholders’ meeting in May 2013. | |||||||||||||
As of December 31, 2014, the Company had granted an aggregate of 12,290,910 shares as restricted stock or subject to issuance upon exercise of stock options under the 2004 Plan, of which 5,294,384 shares remained subject to outstanding options. | |||||||||||||
2001 Plan | |||||||||||||
In May 2001, the Board of Directors approved the 2001 Plan, which provides for the grant of non-statutory stock options to employees, consultants and advisors of the Company and its subsidiaries, including individuals who have accepted an offer of employment, other than those employees who are officers or directors of the Company. The 2001 Plan provided for the issuance of up to 1,250,000 shares of common stock. Shares awarded under the 2001 Plan that were subsequently canceled were available to be granted again under the 2001 Plan. The Board of Directors delegated its authority under the 2001 Plan to the Compensation Committee, which administers the 2001 Plan, including granting options under the 2001 Plan. In addition, pursuant to the terms of the 2001 Plan, the Board of Directors delegated to the Company’s chief executive officer limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. The Company ceased making grants under the 2001 Plan following adoption of an amendment to the 2004 Plan at the Company’s annual stockholders’ meeting on May 25, 2006. | |||||||||||||
As of December 31, 2014, an aggregate of 1,099,241 shares had been issued under the 2001 Plan and options to purchase an aggregate of 11,500 shares remained outstanding. | |||||||||||||
2000 Director Plan | |||||||||||||
Prior to the adoption of the 2004 Plan, the Company granted non-statutory stock options to the Company’s non-employee directors pursuant to the 2000 Director Plan. The Company ceased making grants under the 2000 Director Plan following adoption of the 2004 Plan. | |||||||||||||
As of December 31, 2014, an aggregate of 177,086 shares had been issued under the 2000 Directors Plan and no shares remained outstanding. | |||||||||||||
1998 Plan | |||||||||||||
In April 1998, the Company adopted the 1998 Plan, which provided for the grant of stock options, restricted stock and other share-based awards to employees, officers, directors, consultants, and advisors of the Company and its subsidiaries, including any individuals who have accepted an offer of employment. The 1998 Plan terminated in April 2008. Under the 1998 Plan, the Board of Directors had authority to determine the term of each option, the option price, the number of shares for which each option is granted and the rate at which each option becomes exercisable. The 1998 Plan provided that 6,118,259 shares of common stock could be issued pursuant to awards under the 1998 Plan. Shares awarded under the 1998 Plan that were subsequently canceled were available to be granted again under the 1998 Plan. During 1999, the Board of Directors amended all then-outstanding options to allow holders to exercise the options prior to vesting, provided that the shares of common stock issued upon exercise of the option would be subject to transfer restrictions and vesting provisions that allowed the Company to repurchase unvested shares at the exercise price. The Board of Directors delegated its authority under the 1998 Plan to the Compensation Committee, which administered the 1998 Plan, including granting options and other awards under the 1998 Plan. In addition, pursuant to the terms of the 1998 Plan, the Board of Directors delegated to the Company’s chief executive officer limited authority to grant stock options to employees without further action by the Board of Directors or the Compensation Committee. Options granted under the 1998 Plan generally vest in increments over four years and have a ten-year term. The Company ceased making grants under the 1998 Plan following adoption of an amendment to the 2004 Plan at its annual stockholders’ meeting on May 25, 2006. | |||||||||||||
As of December 31, 2014, an aggregate of 5,046,587 shares had been issued under the 1998 Plan and options to purchase an aggregate of 24,490 shares remained outstanding. | |||||||||||||
Stock Option Activity | |||||||||||||
The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2014: | |||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||
Exercise Price | Average | Intrinsic Value | |||||||||||
Per Share | Remaining | ||||||||||||
Contractual | |||||||||||||
Term | |||||||||||||
Outstanding, January 1, 2012 | 9,136,677 | 18.51 | |||||||||||
Granted | 1,619,702 | 17.04 | |||||||||||
Exercised | (1,342,739 | ) | 11.04 | ||||||||||
Forfeited and expired | (301,608 | ) | 17.3 | ||||||||||
Outstanding, December 31, 2012 | 9,112,032 | 18.61 | |||||||||||
Granted | 2,263,649 | 32.2 | |||||||||||
Exercised | (3,425,586 | ) | 20.79 | ||||||||||
Forfeited and expired | (333,691 | ) | 23.29 | ||||||||||
Outstanding, December 31, 2013 | 7,616,404 | $ | 22.83 | ||||||||||
Granted | 2,825,451 | 27.8 | |||||||||||
Exercised | (708,590 | ) | 19.25 | ||||||||||
Forfeited and expired | (748,502 | ) | 30.12 | ||||||||||
Outstanding, December 31, 2014 | 8,984,763 | $ | 24.07 | 6.48 | $ | 45,251,635 | |||||||
Vested and expected to vest, December 31, 2014 | 8,670,134 | $ | 23.92 | 6.39 | $ | 44,766,760 | |||||||
Exercisable, December 31, 2014 | 5,207,526 | $ | 21.15 | 4.84 | $ | 38,634,832 | |||||||
Available for future grant at December 31, 2014 | 2,656,366 | ||||||||||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s common stock exceeded the exercise price of the options at December 31, 2014, for those options for which the quoted market price was in excess of the exercise price. The weighted-average grant date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $12.34, $13.76, and $8.95, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $8.2 million, $43.5 million, and $10.4 million, respectively. | |||||||||||||
In accordance with ASC 718-10, the Company recorded approximately $34.3 million, $23.0 million and $15.0 million of share-based compensation expense related to the options, restricted stock and ESPP for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, there was approximately $33.6 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company’s equity compensation plans. This cost is expected to be recognized over a weighted average period of 1.45 years. | |||||||||||||
The Company recorded approximately $32.8 million, $15.9 million, and $9.6 million in compensation expense related to options in the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
For purposes of performing the valuation, employees were separated into two groups according to patterns of historical exercise behavior; the weighted average assumptions below include assumptions from the two groups of employees exhibiting different behavior. | |||||||||||||
The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 50.25 | % | 48.3 | % | 46.5 | % | |||||||
Risk-free interest rate | 1.543 | % | 1.079 | % | 0.825 | % | |||||||
Expected option term (years) | 4.96 | 5.07 | 4.95 | ||||||||||
The fair value of each option element of the Company’s 2000 Employee Stock Purchase Plan and 2010 Employee Stock Purchase Plan (the 2000 ESPP and the 2010 ESPP) is estimated on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Expected volatilities are based on historical volatility of the Company’s common stock. Expected term represents the six-month offering period for the 2000 ESPP and 2010 ESPP. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 38.97 | % | 32.46 | % | 36.25 | % | |||||||
Risk-free interest rate | 0.07 | % | 0.09 | % | 14 | % | |||||||
Expected option term (years) | 0.5 | 0.5 | 0.5 | ||||||||||
The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2014: | |||||||||||||
Number of | Weighted Average | ||||||||||||
Shares | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding, January 1, 2012 | 449,261 | $ | 14.7 | ||||||||||
Awarded | 369,158 | 21.89 | |||||||||||
Vested | (188,541 | ) | 15.03 | ||||||||||
Forfeited | (16,767 | ) | 14.49 | ||||||||||
Outstanding, December 31, 2012 | 613,111 | 18.93 | |||||||||||
Awarded | 266,388 | 31.8 | |||||||||||
Vested | (247,945 | ) | 17.61 | ||||||||||
Forfeited | (28,975 | ) | 22.88 | ||||||||||
Outstanding, December 31, 2013 | 602,579 | 24.97 | |||||||||||
Awarded | 306,161 | 29.84 | |||||||||||
Vested | (238,028 | ) | 23.69 | ||||||||||
Forfeited | (94,025 | ) | 28.59 | ||||||||||
Outstanding, December 31, 2014 | 576,687 | $ | 27.5 | ||||||||||
The Company grants restricted stock awards under the 2004 Plan. The restricted stock granted to employees generally vests in equal increments of 25% per year on an annual basis commencing twelve months after grant date. The restricted stock granted to non-employee directors generally vests on the first anniversary date after the grant date. Expense of approximately $0.3 million, $6.1 million and $4.7 million was recognized related to restricted stock awards in the years ended December 31, 2014, 2013 and 2012, respectively. The remaining expense of approximately $6.4 million will be recognized over a period of 1.13 years. The total fair value of the restricted stock that vested during the years ended December 31, 2014, 2013 and 2012 was $7.1 million, $7.5 million and $4.0 million, respectively. | |||||||||||||
2000 ESPP | |||||||||||||
In May 2000, the Board of Directors and the Company’s stockholders approved the 2000 ESPP. The 2000 ESPP provided for the issuance of up to 805,500 shares of common stock. The 2000 ESPP permitted eligible employees to purchase shares of common stock at the lower of 85% of the fair market value of the common stock at the beginning or at the end of each offering period. Employees who owned 5% or more of the common stock were not eligible to participate in the 2000 ESPP. Participation was voluntary. | |||||||||||||
As of December 31, 2014, the Company had issued 805,437 shares over the life of the 2000 ESPP. The Company canceled the 2000 ESPP upon approval of the 2010 ESPP. | |||||||||||||
2010 ESPP | |||||||||||||
In June 2010, the Board of Directors and the Company’s stockholders approved the 2010 ESPP, which provides for the issuance of up to 1,000,000 shares of common stock. The 2010 ESPP permits eligible employees to purchase shares of common stock at the lower of 85% of the fair market value of the common stock at the beginning or at the end of each offering period. Employees who own 5% or more of the common stock are not eligible to participate in the 2010 ESPP. Participation in the 2010 ESPP is voluntary. | |||||||||||||
The Company issued 155,867 shares, and 121,845 shares under the 2010 ESPP during the year ended December 31, 2014 and 2013, and currently has 388,340 shares in reserve for future issuance under the 2010 ESPP. The Company recorded approximately $1.2 million, and $1.0 million in compensation expense related to the 2010 ESPP in the year ended December 31, 2014 and 2013. | |||||||||||||
Common Stock Reserved for Future Issuance | |||||||||||||
At December 31, 2014, there were 388,340 shares of common stock available for grant under the 2010 ESPP and 2,656,366 shares of common stock available for grant under the 2013 Plan. |
Earnings_per_Share
Earnings per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings per Share | Earnings per Share | |||||||||||
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic and diluted | ||||||||||||
Net income attributable to The Medicines Company | $ | (32,210 | ) | $ | 15,512 | $ | 51,254 | |||||
Net weighted average common shares outstanding, basic | 64,473 | 58,096 | 53,545 | |||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | — | 4,556 | 1,801 | |||||||||
Weighted average common shares outstanding, diluted | 64,473 | 62,652 | 55,346 | |||||||||
Income per common share attributable to The Medicines Company, basic | $ | (0.50 | ) | $ | 0.27 | $ | 0.96 | |||||
Income per common share attributable to The Medicines Company, diluted | $ | (0.50 | ) | $ | 0.25 | $ | 0.93 | |||||
Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period, reduced where applicable for outstanding yet unvested shares of restricted common stock. The number of dilutive common stock equivalents was calculated using the treasury stock method. For the years ended December 31, 2014, 2013 and 2012, options to purchase 3,910,115 shares, 1,335,570 shares, and 3,171,163 shares, respectively, of common stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | ||||||||||||
For the year ended December 31, 2014, there were 5,791 shares of unvested restricted stock excluded from the calculation of diluted earnings per common share as their effect would have been anti-dilutive. For the years ended December 2013 no shares of unvested restricted stock were excluded from the calculation of diluted earnings per common share. For the years ended December 2012, 77,235 shares, of unvested restricted stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per common share as their effect would have been anti-dilutive. | ||||||||||||
In June 2012, the Company issued the 2017 notes. As the Company is required to pay cash for the principal amount of the 2017 notes upon conversion, there is no impact to earnings per share. At December 31, 2014, 383,844 shares for the excess premium calculation on these notes were not included in the diluted shares for the purposes of calculating the total shares outstanding under the basic and diluted net loss per share as the effect would be anti-dilutive as the Company recorded a loss during for the year ended December 31, 2014. | ||||||||||||
In connection with the issuance of the 2017 notes, the Company entered into the 2017 Note Hedges with several of the initial purchasers of the Notes, their affiliates and other financial institutions (the Hedge Counterparties). The 2017 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 2017 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 2017 notes in the event that the market price per share of the Company's common stock, as measured under the terms of the 2017 Note Hedges, is greater than the strike price of the 2017 Note Hedges, which initially corresponded to the conversion price of the 2017 notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2017 notes. | ||||||||||||
In addition, in connection with the 2017 Note Hedges, the Company entered into warrant transactions with the Hedge Counterparties, pursuant to which the Company sold the Warrants to the Hedge Counterparties to purchase, subject to customary anti-dilution adjustments, up to 9.8 million shares of the Company's common stock at a strike price of $34.20 per share. For the year ended December 31, 2014 and December 31, 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 shares of common stock issuable upon the exercise of the warrants included in diluted shares for the December 2013, were 107,263 shares. The Warrants will have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrants, exceeds the applicable strike price of the Warrants. However, subject to certain conditions, the Company may elect to settle all of the Warrants in cash. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The benefit from (provision for) income taxes in 2014, 2013 and 2012 consists of current and deferred federal, state and foreign taxes based on income as follows: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | 1,388 | $ | (8,889 | ) | $ | (2,492 | ) | ||||
State | (160 | ) | (287 | ) | (1,309 | ) | ||||||
Foreign | 44 | (2,456 | ) | (863 | ) | |||||||
1,272 | (11,632 | ) | (4,664 | ) | ||||||||
Deferred: | ||||||||||||
Federal | 5,357 | (10,726 | ) | (26,388 | ) | |||||||
State | 208 | 20,999 | (3,920 | ) | ||||||||
Foreign | — | (1 | ) | (66 | ) | |||||||
5,565 | 10,272 | (30,374 | ) | |||||||||
Total benefit from (provision for) income taxes | $ | 6,837 | $ | (1,360 | ) | $ | (35,038 | ) | ||||
The components of (loss) income before income taxes consisted of: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Domestic | $ | (19,730 | ) | $ | 17,516 | $ | 92,998 | |||||
International | (19,318 | ) | (644 | ) | (6,790 | ) | ||||||
Total | $ | (39,048 | ) | $ | 16,872 | $ | 86,208 | |||||
The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2014, 2013, and 2012 to income before income taxes is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Statutory rate applied to pre-tax income | $ | (13,667 | ) | $ | 5,905 | $ | 30,202 | |||||
Add (deduct): | ||||||||||||
State income taxes, net of federal benefit | (31 | ) | (13,463 | ) | 3,399 | |||||||
Foreign | 6,946 | 1,854 | 2,136 | |||||||||
Revaluation of contingent purchase price | 3,742 | 5,930 | (511 | ) | ||||||||
Tax credits | (2,598 | ) | (6,052 | ) | (1,712 | ) | ||||||
Lobbying costs | 60 | — | 171 | |||||||||
Acquisition costs | 198 | 3,024 | — | |||||||||
Meals and entertainment | 502 | 468 | 386 | |||||||||
Uncertain tax positions | (101 | ) | 2,574 | 542 | ||||||||
Other | 1,461 | 1,120 | 425 | |||||||||
Deferred Tax Asset Adjustment | (3,349 | ) | — | — | ||||||||
Income tax provision (benefit) | $ | (6,837 | ) | $ | 1,360 | $ | 35,038 | |||||
The significant components of the Company’s deferred tax assets are as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 81,603 | $ | 49,451 | ||||||||
Tax credits | 17,451 | 13,279 | ||||||||||
Intangible assets | 7,828 | 29,370 | ||||||||||
Stock based compensation | 22,427 | 16,371 | ||||||||||
Other | 20,103 | 16,174 | ||||||||||
Total deferred tax assets | 149,412 | 124,645 | ||||||||||
Valuation allowance | (43,874 | ) | (4,186 | ) | ||||||||
Total deferred tax assets net of valuation allowance | 105,538 | 120,459 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Fixed assets | $ | (5,099 | ) | $ | (4,044 | ) | ||||||
Indefinite lived intangible assets | (231,818 | ) | (231,662 | ) | ||||||||
Total deferred tax liabilities | (236,917 | ) | (235,706 | ) | ||||||||
Net deferred tax liabilities | $ | (131,379 | ) | $ | (115,247 | ) | ||||||
At December 31, 2014 and 2013, the Company’s current net deferred tax asset was $33.1 million and $13.5 million respectively, and its non-current deferred tax liability was $164.5 million and $128.7 million, respectively. | ||||||||||||
During 2014 the Company recorded a net increase to its valuation allowance of $39.7 million. At December 31, 2014 and 2013, the Company recorded a valuation allowance of $43.9 million and $4.2 million respectively, principally against net operating loss carryforwards in foreign jurisdictions. The Company considered positive and negative evidence including its level of past and future operating income, the utilization of carryforwards, the status of litigation with respect to the Angiomax patents and other factors in arriving at its decision to recognize its deferred tax assets. The Company continues to evaluate the realizability of its deferred tax assets and liabilities on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits, the regulatory approval of products currently under development and the extension of patent rights relating to Angiomax. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company’s effective tax rate. | ||||||||||||
In 1998 and 2002, the Company experienced a change in ownership as defined in Section 382 of the Internal Revenue Code. However, based on the market value of the Company at such dates, the Company believes that these ownership changes will not significantly impact its ability to use net operating losses or tax credits in the future to offset taxable income. On February 26, 2009 the Company acquired 100% of the stock of Targanta and became a successor to certain of its net operating loss and tax credit carryforwards. During 2013 the Company acquired the stock of Incline and Rempex and became the successor of certain net operating losses and tax credit carryforwards. These tax attributes are also subject to a limitation under Internal Revenue Code Section 382 and these amounts combined with those of the Company in the table below have been reduced appropriately for such utilization limitations. In addition, utilization of these net operating loss and tax credit carryforwards is dependent upon the Company achieving profitable results. To the extent the Company's use of net operating loss and tax credit carryforwards is further limited by Section 382 as a result of any future ownership changes, the Company's income would be subject to cash payments of income tax earlier than it would if the Company was able to fully use its net operating loss and tax credit carryforwards in the U.S. The Company is also subject to US alternative minimum tax. | ||||||||||||
At December 31, 2014, the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: | ||||||||||||
Federal Net | Federal Research | |||||||||||
Operating Loss | and Development | |||||||||||
Tax Credit | ||||||||||||
Year of Expiration | Carryforwards | Carryforwards | ||||||||||
(In thousands) | ||||||||||||
2018-2024 | $ | — | $ | — | ||||||||
2027 | 6,256 | 840 | ||||||||||
2028 | 40,193 | 2,108 | ||||||||||
2029 | 9,742 | 1,148 | ||||||||||
2030 | 5,281 | 1,162 | ||||||||||
2031 | 3,292 | 3,097 | ||||||||||
2032 | 2,917 | 3,622 | ||||||||||
2033 | 38,155 | 3,239 | ||||||||||
2034 | 4,449 | 3,000 | ||||||||||
$ | 110,285 | $ | 18,216 | |||||||||
At December 31, 2014 the Company has the following additional carryforwards: Alternative Minimum Tax Credits of $4.9 million with no expiration date and foreign net operating losses of approximately $169.8 million expiring between 2014 and 2032. | ||||||||||||
The recognition of these tax benefits will impact the Company’s effective income tax rate when recognized. The Company does not anticipate a significant change in its unrecognized tax benefits in the next twelve months. The Company is no longer subject to federal, state or foreign income tax audits for tax years prior to 2011. However applicable taxing authorities can review and adjust net operating loss or tax credit carryforwards originating in a closed tax year if utilized in an open tax year . The Company's 2011 corporate return is currently under examination by the Internal Revenue Service and the Italian Agency of Revenue. While tax examinations are often complex, as tax authorities may disagree with the treatment of items reported requiring several years to resolve, the Company believes that it has adequately provided for all uncertain tax provisions for open tax years by tax jurisdiction. The Company classifies interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not accrued any interest or penalties as of December 31, 2014. The Company has increased its ASC 740-10 liability for prior year tax positions due to the acquisitions of Incline, ProFibrix, Rempex and Tenaxis. The total amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate was $8.1 million and $8.8 million as of December 31, 2013 and December 31, 2014, respectively. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||||
Gross | ||||||||||||
Unrecognized | ||||||||||||
Tax Benefits | ||||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2013 | $ | 2,433 | ||||||||||
Additions related to current year tax positions | 600 | |||||||||||
Additions for prior year tax positions | 5,090 | |||||||||||
Balance at December 31, 2013 | 8,123 | |||||||||||
Additions related to current year tax positions | 519 | |||||||||||
Additions for prior year tax positions | 818 | |||||||||||
Reductions for prior year tax positions | (621 | ) | ||||||||||
Balance at December 31, 2014 | $ | 8,839 | ||||||||||
The Company provides income taxes on the earnings of foreign subsidiaries to the extent those earnings are taxable or are expected to be remitted. As of December 31, 2014, the Company's accumulated foreign unremitted earnings have been immaterial. The Company's policy is to invest indefinitely its unremitted foreign earnings outside the United States. | ||||||||||||
On September 13, 2013, Treasury and the Internal Revenue Service issued final regulations regarding the deduction and capitalization of expenditures related to tangible property. The final regulations under Internal Revenue Code Sections 162, 167 and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. The Company has adopted these regulations and determined they do not have a material impact on its consolidated results of operations, cash flows or financial position. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||||||||||||||||||
FASB ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||||||||||||||||||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets and liabilities consist of money market investments and U.S. treasury notes. | ||||||||||||||||||||||||||||||||
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities consist of U.S. government agency notes and corporate debt securities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. | ||||||||||||||||||||||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s Level 3 assets and liabilities consist of the contingent purchase price associated with the Company's business combinations. The fair value of the certain development or regulatory milestone based contingent purchase prices were determined in a discounted cash flow framework by probability weighting the future contractual payment with management's assessment of the likelihood of achieving these milestones and present valuing them using a risk adjusted discount rate. Certain sales milestone based payments were determined in a discounted cash flow framework where risk-adjusted revenue scenarios were estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk adjusted discount rate. | ||||||||||||||||||||||||||||||||
The following table sets forth the Company’s assets and liabilities that were measured at fair value on a recurring basis at December 31, 2014 and 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 December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Balance at | Quoted Prices in | Significant | Significant | Balance at | ||||||||||||||||||||||||||
Active Markets for | Other | Unobservable | December 31, | Active Markets for | Other | Unobservable | December 31, | ||||||||||||||||||||||||||
Identical Assets | Observable | Inputs | Identical Assets | Observable | Inputs | ||||||||||||||||||||||||||||
Inputs | Inputs | ||||||||||||||||||||||||||||||||
Assets and Liabilities | (Level 1) | (Level 2) | (Level 3) | 2014 | (Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||||||||||||||
(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 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | |||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 351,134 | $ | 351,134 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | |||||||||||||||||
Level 3 Disclosures | |||||||||||||||||||||||||||||||||
The Company measures its contingent purchase price at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of contingent purchase price uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of contingent purchase price related to updated assumptions and estimates are recognized within the consolidated statements of income. | |||||||||||||||||||||||||||||||||
Contingent purchase price may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. | |||||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | |||||||||||||||||||||||||||||||||
Fair Value as of | |||||||||||||||||||||||||||||||||
December 31, 2014 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 6,334 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 123,800 | Probability-adjusted discounted cash flow | Probabilities of success | 64% - 100% (83%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015-2018 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 88,600 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (92%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | ||||||||||||||||||||||||||||||||
Discount rate | 2.5% - 24.1% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 80,800 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 3.7% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 10,900 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (17%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.5% | ||||||||||||||||||||||||||||||||
Tenaxis: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 40,700 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (84%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2026 | ||||||||||||||||||||||||||||||||
Discount rate | 1% - 20% | ||||||||||||||||||||||||||||||||
Fair Value as of | |||||||||||||||||||||||||||||||||
December 31, 2013 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,573 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 115,890 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 85% (79%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 84,000 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | ||||||||||||||||||||||||||||||||
Discount rate | 4.9% - 17.5% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 87,900 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2014 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,000 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (18%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | ||||||||||||||||||||||||||||||||
The fair value of the contingent purchase price represents the fair value of the Company's liability for all potential payments under the Company's agreement with Targanta, Incline, ProFibrix, Rempex and Tenaxis. The significant unobservable inputs used in the fair value measurement of the Company's contingent purchase price are the probabilities of successful achievement of development, regulatory and sales milestones, which would trigger payments under the Targanta, Incline, ProFibrix, Rempex and Tenaxis agreements, probabilities as to the periods in which the milestones are expected to be achieved and a discount rate. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement, respectively. | |||||||||||||||||||||||||||||||||
The changes in fair value of the Company’s Level 3 contingent purchase price during the year ended December 31, 2014 and 2013 were as follows: | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 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 ProFibrix as of August 5, 2013 | — | 82,550 | |||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Rempex as of December 3, 2013 | — | 96,700 | |||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Tenaxis as of May1, 2014 | 37,900 | — | |||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase price included in net income (loss) | 10,871 | 16,942 | |||||||||||||||||||||||||||||||
Balance at end of period | $ | 351,134 | $ | 302,363 | |||||||||||||||||||||||||||||
For the year ended December 31, 2014, the changes in the carrying value of the contingent purchase price obligations resulted from the initial estimate of the fair value of the contingent consideration related to the Company's purchase of Tenaxis and subsequent changes in the fair value of the contingent consideration due to either the passage of time, changes in discount rates or changes in probabilities of success, milestones payments and a settlement and amendment to the merger agreement relating to Incline. In December 2014, the Incline merger agreement was amended to revise to certain milestone triggers, reduce the total potential milestone payments and release the escrow fund to the Company. | |||||||||||||||||||||||||||||||||
No other changes in valuation techniques or inputs occurred during the year ended December 31, 2014. | |||||||||||||||||||||||||||||||||
No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the year ended December 31, 2014. |
Restructuring_Costs_and_Other_
Restructuring Costs and Other, Net | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Restructuring Costs and Other, Net | Restructuring Costs and Other, Net | |||||||||||||||||||
On October 22, 2014, the Company commenced implementation of a reorganization of its European operations intended to improve efficiency and better align the Company's costs and employment structure with its strategic plans. The reorganization includes a workforce reduction and the consolidation of European sites into a single location in Zurich, Switzerland. As a result of the workforce reduction, the Company reduced its personnel by 46 employees. Upon signing release agreements, impacted employees were eligible to receive severance payments in specified amounts, and general benefits and outplacement services for specified periods in accordance with our policies and local requirements. The Company completed its reorganization of its European operations in December 2014. | ||||||||||||||||||||
In the year ended December 31, 2014, the Company recorded, in the aggregate, a one-time charge of approximately $9.0 million associated with this reorganization of its European operations. Of the approximately $9.0 million of charges related to the 2014 European reorganization, $0.5 million were non-cash charges. Lease charges were recorded in selling, general and administrative expenses.The Company recorded $8.7 million associated with the workforce reduction. The Company recorded these charges in research and development expense and selling general and administrative expense based on responsibilities of the impacted employees. Of the charges related to the 2014 workforce reduction, $0.3 million were non-cash charges. The Company paid $0.6 million during the 2014 fourth quarter and the Company expects to pay the remainder during 2015. | ||||||||||||||||||||
In February 2013, the Company commenced a workforce reduction to improve efficiency and better align its costs and employment structure with its strategic plans. As a result of the workforce reduction, the Company reduced its personnel by 66 employees. Upon signing release agreements, impacted employees received severance payments and fully paid health care coverage and outplacement services for specified periods. The Company completed this workforce reduction in March 2013. | ||||||||||||||||||||
The Company recorded, in the aggregate, one-time charges of $6.4 million associated with the workforce reduction. The Company recorded these charges in cost of revenue, research and development expense and selling general and administrative expense based on the responsibilities of the impacted employees. | ||||||||||||||||||||
In September 2011, the Company commenced the closure of its drug discovery research and development facility and operations in Leipzig, Germany and terminated ten employees at its Leipzig facility. Upon signing release agreements, the terminated employees received severance and other benefits. The Company recorded, in the aggregate, charges of $2.2 million in 2012 associated with the 2011 Leipzig closure. These charges were recorded in research and development expenses in the Company's consolidated statement of income. Of these charges, $0.3 million related to asset write-offs were non-cash charges. The Company paid $0.3 million during 2011 and $0.8 million during 2012. During 2012, the Company recorded additional charges of $0.2 million relating to the 2011 Leipzig closure due to the Saxony government in Leipzig recalling subsidies higher than originally estimated that were received by the Company during past three years. In the second quarter of 2013, the Company received notification from the Saxony government that no additional liabilities were due for these subsidies. | ||||||||||||||||||||
The following table sets forth details regarding the activities described above during the year ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2014 European workforce reduction | $ | — | $ | 8,660 | $ | (632 | ) | $ | (334 | ) | $ | 7,694 | ||||||||
2013 workforce reduction | 370 | — | — | (370 | ) | — | ||||||||||||||
2014 European leases and equipment write-off | — | 347 | — | (147 | ) | 200 | ||||||||||||||
Total | $ | 370 | $ | 9,007 | $ | (632 | ) | $ | (851 | ) | $ | 7,894 | ||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure and other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
2013 workforce reduction | — | 6,358 | (5,699 | ) | (289 | ) | 370 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,699 | ) | $ | (1,298 | ) | $ | 370 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | ||||||||||||||||||||||||||||
The Company's long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. These obligations include commitments related to purchases of inventory of our products, research and development service agreements, income tax contingencies, operating leases, selling, general and administrative obligations, leased office space for our principal office in Parsippany, New Jersey and additional leased office space in San Diego, California, royalties, milestone payments and other contingent payments due under the Company's license and acquisition agreements. | |||||||||||||||||||||||||||||
Future estimated contractual obligations as of December 31, 2014 are: | |||||||||||||||||||||||||||||
Contractual Obligations (1) (2) | 2015 | 2016 | 2017 | 2018 | 2019 | Later Years | Total | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||
Inventory related commitments | $ | 52,174 | $ | 783 | $ | 130 | $ | 130 | $ | 130 | $ | — | $ | 53,347 | |||||||||||||||
Long-term debt obligations | 3,781 | 3,781 | 276,576 | — | — | — | 284,138 | ||||||||||||||||||||||
Research and development | 72,617 | 1,952 | 3,210 | 44 | 10 | — | 77,833 | ||||||||||||||||||||||
Operating leases | 8,221 | 7,556 | 8,235 | 7,230 | 7,277 | 48,540 | 87,059 | ||||||||||||||||||||||
Selling, general and administrative | 2,589 | 1,167 | 74 | — | — | — | 3,830 | ||||||||||||||||||||||
Total contractual obligations | $ | 139,382 | $ | 15,239 | $ | 288,225 | $ | 7,404 | $ | 7,417 | $ | 48,540 | $ | 506,207 | |||||||||||||||
-1 | This table does not include any milestone and royalty payments which may become payable to third parties for which the timing and likelihood of such payments are not known, as discussed below. | ||||||||||||||||||||||||||||
-2 | This table does not include $400.0 million aggregate principal amount of the convertible senior notes due 2022 issued by us in January 2015 (see Footnote No. 22). | ||||||||||||||||||||||||||||
All of the inventory related commitments included above are non-cancellable. Included within the inventory related commitments above are purchase commitments for 2015 totaling $20.1 million, $23.8 million and $4.5 million for Angiomax, Orbactiv and Recothrom bulk drug substances, respectively. Of the total estimated contractual obligations for research and development and selling, general and administrative activities, $9.6 million are non-cancellable. | |||||||||||||||||||||||||||||
The Company's long-term debt obligations reflect its obligations under the 2017 Notes to pay interest on the $275.0 million aggregate principal amount of the 2017 Notes and to make principal payments on the 2017 Notes at maturity or upon conversion. | |||||||||||||||||||||||||||||
The Company leases its principal offices in Parsippany, New Jersey. The lease covers 173,146 square feet and expires January 2024. On October 1, 2014, the Company entered into an agreement to lease 63,000 square feet of office space with ARE-SD Region No. 35, LLC, or ARE, for new office and laboratory space in San Diego. This lease has a term of 144 months from the first day of the first full month after the commencement date, which is currently expect to be on or about September 2016. | |||||||||||||||||||||||||||||
The agreement is for the build out of the space with a targeted commencement date in September of 2016. The lease will qualify for operating lease treatment with recorded annual rent expense from commencement date to expiration of $2.9 million, with adjustments for customary triple-net lease operating expenses. The Company's expected total obligation for this space is $35.3 million. | |||||||||||||||||||||||||||||
Approximately 88.8% of the total operating lease commitments above relate to the Company’s principal office building in Parsippany, New Jersey and the Company's office in San Diego, California. Also included in total property lease commitments are automobile leases, computer leases and other property leases that the Company entered into while expanding its global infrastructure. | |||||||||||||||||||||||||||||
Aggregate rent expense under the Company’s property leases was approximately $8.5 million in 2014, $7.3 million in 2013 and $5.8 million in 2012. | |||||||||||||||||||||||||||||
In addition to the amounts shown in the above table, the Company is contractually obligated to make potential future success-based development, regulatory and commercial milestone payments and royalty payments in conjunction with collaborative agreements or acquisitions it has entered into with third-parties. These contingent payments include royalty payments with respect to Angiomax under the Company’s license agreements with Biogen and HRI, royalty and/or milestone payments with respect to Cleviprex, cangrelor, Orbactiv, MDCO-216, IONSYS, Raplixa, PreveLeak and Carbavance and profit sharing with respect to the Company's sales of ready-to-use Argatroban. The Company made payments in February 2015 of $28.4 million to the equityholders of Annovation and $127.7 million to BMS when the Company exercised the options granted to it (see Footnote No. 22). The Company may be obligated to pay Annovation's equityholders up to an additional $26.3 million upon achievement of certain clinical and regulatory milestones and up to $6.5 million in additional payments to other third parties. | |||||||||||||||||||||||||||||
The Company may have to make these significant contingent cash payments in connection with its acquisition and licensing activities upon the achievement of specified regulatory, sales and other milestones as follows: | |||||||||||||||||||||||||||||
• | $49.4 million due to the former shareholders of Targanta and up to $25.0 million in additional payments to other third parties; | ||||||||||||||||||||||||||||
• | up to $189.3 million due to the former shareholders of Incline and up to $113.0 million in additional payments to other third parties; | ||||||||||||||||||||||||||||
• | up to $140.0 million due to the former shareholders of ProFibrix; | ||||||||||||||||||||||||||||
• | up to $315.7 million due to the former shareholders of Rempex; | ||||||||||||||||||||||||||||
• | up to $112.0 million due to the former shareholders of Tenaxis; | ||||||||||||||||||||||||||||
• | up to $170.0 million due to the Alnylam license and collaboration agreement; | ||||||||||||||||||||||||||||
• | up to $422.0 million due to the Company's license agreement with Pfizer Inc. related to MDCO-216; and | ||||||||||||||||||||||||||||
• | up to $54.5 million due to the Company's license agreement with AstraZeneca related to cangrelor. | ||||||||||||||||||||||||||||
Given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Accordingly, these contingent payments have not been included in the table above as the timing of any future payment is not reasonable estimable. | |||||||||||||||||||||||||||||
In 2014, 2013 and 2012, the Company incurred aggregate royalties to Biogen and HRI of $131.3 million, $140.7 million and $122.2 million, respectively, and royalties to AstraZeneca with respect to Cleviprex of $0.8 million, $1.0 million and $1.0 million, and royalties to BMS with respect to Recothrom of $7.5 million and $7.4 million, respectively. | |||||||||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||||||||
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when information available indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. | |||||||||||||||||||||||||||||
The Company is currently party to the other legal proceedings described in Part I, Item 3. Legal Proceedings of this Annual Report on Form 10-K, which are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of the matters described in Part I, Item 3. Legal Proceedings, of this Annual Report on Form 10-K, the Company believes that the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to the it's consolidated results of operations in any one accounting period. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan |
The Company has an employee savings and retirement plan which is qualified under Section 401(k) of the Internal Revenue Code. The Company’s employees may elect to reduce their current compensation up to the statutorily prescribed limit and have the amount of such reduction contributed to the 401(k) plan. Effective March 2010, the Company agreed to make matching contributions of 50% of employee’s contributions up to a maximum of 6% of an employee’s eligible earnings. The Company made matching contributions in December 31, 2014, 2013 and 2012 of $1.9 million , $1.6 million and 1.2 million, respectively. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 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. | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Net revenue: | |||||||||||||||||||||
United States | $ | 687,830 | 95 | % | $ | 629,459 | 91.5 | % | $ | 512,044 | 91.7 | % | |||||||||
Europe | 32,859 | 4.5 | % | 50,419 | 7.3 | % | 38,517 | 6.9 | % | ||||||||||||
Other | 3,719 | 0.5 | % | 7,986 | 1.2 | % | 8,027 | 1.4 | % | ||||||||||||
Total net revenue | $ | 724,408 | $ | 687,864 | $ | 558,588 | |||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
United States | $ | 1,218,370 | 99.3 | % | $ | 1,139,210 | 99.2 | % | |||||||||||||
Europe | 8,899 | 0.7 | % | 9,035 | 0.8 | % | |||||||||||||||
Other | 15 | — | % | 22 | — | % | |||||||||||||||
Total long-lived assets | $ | 1,227,284 | $ | 1,148,267 | |||||||||||||||||
Collaboration_Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Collaboration Agreements |
AstraZeneca LP | |
In April 2012, the Company entered into an agreement with AstraZeneca LP pursuant to which the Company and AstraZeneca LP agreed to collaborate globally to develop and commercialize certain acute ischemic heart disease compounds. Under the terms of the collaboration agreement, a joint development and research committee and a joint commercialization committee have been established to prepare and deliver a global development plan and a country-by-country collaboration and commercialization plan, respectively, related to BRILINTA and Angiomax and cangrelor. Since inception, the Company has recognized $41.0 million in co-promotion income. The agreement was terminated effective December 31, 2014. | |
Alnylam Pharmaceuticals, Inc. | |
In February 2013, the Company entered into a license and collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam) to develop, manufacture and commercialize therapeutic products targeting the proprotein convertase subtilisin/kexin type 9 (PCSK9) gene, based on certain of Alnylam's RNA interference (RNAi) technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam's technology to develop, manufacture and commercialize PCSK-9 products for the treatment, palliation and/or prevention of all human diseases. Alnylam is responsible for the development costs of the products, subject to an agreed upon limit, until the completion of Phase 1 clinical studies. The Company is responsible for completing and funding the development costs of the products through commercialization, if successful. The Company paid Alnylam $25 million in an initial license payment, which the Company recorded as research and development expense. The Company has also agreed to pay up to an aggregate of $180 million in success-based development and commercialization milestones. In addition, the Company has agreed to pay specified royalties on net sales of these products. Royalties to Alnylam are payable by the Company on a product-by-product and country-by-country basis until the last to occur of the expiration of patent rights in the applicable country that cover the applicable product, the expiration of non-patent regulatory exclusivities for such product in such country, and the twelfth anniversary of the first commercial sale of the product in such country, subject to reduction in specified circumstances. The Company is also responsible for paying royalties, and in some cases, milestone payments, owed by Alnylam to its licensors with respect to intellectual property covering these products. In December 2014, under the terms of the license and collaboration agreement with Alnylam, Alnylam initiated a Phase 1 clinical trial of ALN-PCSsc in the UK. Upon initiation of the Phase I clinical trial, the Company incurred a $10.0 million milestone. | |
Boston Scientific Corporation | |
In December 2013, the Company entered into a co-promotion agreement with BSX for the Promus PREMIER Stent System, where the Company and BSX agreed to collaborate to provide promotional support for the Promus PREMIER Stent System in hospitals in the United States. Under the terms of the co-promotion agreement, the Company's sales force began collaborating with the BSX Interventional Cardiology sales force in January 2014. Since inception, the Company has recognized $5.0 million in co-promotion income. The agreement was terminated effective December 31, 2014. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | ||||||||||||
The changes in accumulated other comprehensive losses are as follows: | |||||||||||||
Foreign currency translation adjustment | Unrealized (gain) loss on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive (loss) income before reclassifications | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Balance at December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
Other comprehensive loss before reclassifications | 7,180 | — | 7,180 | ||||||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive loss | 7,180 | — | 7,180 | ||||||||||
Balance at December 31, 2014 | $ | 2,479 | $ | 49 | $ | 2,528 | |||||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Convertible Senior Notes Due 2022 | |
On January 13, 2015, the Company completed its private offering of $400.0 million aggregate principal amount of its 2.50% convertible senior notes due 2022 (the 2022 notes) and entered into an indenture (the Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee), governing the 2022 notes. The aggregate principal amount of 2022 notes sold reflects the exercise in full by the initial purchasers of the 2022 notes of their option to purchase up to an additional $50.0 million in aggregate principal amount of the 2022 notes. The net proceeds to the Company from the offering were $387.1 million after deducting the initial purchasers' discounts and commissions and the offering expenses payable by the Company. The Company has not completed its accounting analysis, but expects to account for the 2022 notes as a liability and equity component where the carrying value of the liability component will be valued based on a similar instrument. | |
The 2022 notes will bear cash interest at a rate of 2.50% per year, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2015. The 2022 notes will mature on January 15, 2022. | |
Holders may convert their 2022 notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2021 only under the following circumstances: (1) during any calendar quarter commencing on or after March 31, 2015 (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 on each applicable trading day; (2) 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 governing the 2022 notes) per $1,000 principal amount of 2022 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; (3) during any period after the Company has issued notice of redemption until the close of business on the scheduled trading day immediately preceding the relevant redemption date; or (4) upon the occurrence of specified corporate events. On or after October 15, 2021, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2022 notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2022 notes to be converted and deliver shares of its common stock in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of 2022 notes being converted, subject to a daily share cap. | |
The conversion rate for the 2022 notes will initially be 29.8806 shares of the Company’s common stock per $1,000 principal amount of the 2022 notes, which is equivalent to an initial conversion price of approximately $33.47 per share of the Company’s common stock. The initial conversion price of the 2022 notes represents a premium of approximately 35.0% to the last reported sale price per share of the Company’s common stock of $24.79 per share on January 7, 2015, the date that the Company priced the private offering of the 2022 notes. | |
The Company may not redeem the 2022 notes prior to January 15, 2019. The Company may redeem for cash all or any portion of the 2022 notes, at its option, on or after January 15, 2019 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at least 19 other trading days (whether or not consecutive) during, any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2022 notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2022 notes, which means that the Company is not required to redeem or retire the 2022 notes periodically. | |
If the Company undergoes a fundamental change (as defined in the Indenture governing the 2022 notes), subject to certain conditions, holders of the 2022 notes may require the Company to repurchase for cash all or part of their 2022 notes at a repurchase price equal to 100% of the principal amount of the 2022 notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. | |
The 2022 notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company’s subsidiaries. | |
The Indenture governing the 2022 notes contains customary events of default with respect to the 2022 notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2022 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 2022 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 2022 notes to be due and payable. In case of 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 2022 notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. | |
Annovation. On February 2, 2015, the Company completed the acquisition of Annovation BioPharma, Inc. (Annovation), and Annovation became the Company's wholly owned subsidiary. As a result of the acquisition of Annovation, the Company acquired ABP-700, a novel intravenous anesthetic. Under the terms of the terms of the acquisition agreement, the Company paid to the holders of Annovation’s capital stock and the holders of options to purchase shares of Annovation’s capital stock, which the Company refers to collectively as the Annovation equityholders, an aggregate of approximately $28.4 million in cash. In addition, the Company may be obligated to pay Annovation's equityholders up to an additional $26.3 million in milestone payments subsequent to the closing if the Company achieves certain development and regulatory approval milestones at the times and on the conditions set forth in the acquisition agreement. The Company has also agreed to pay Annovation equityholders a low single digit percentage of worldwide net sales, if any, of certain Annovation products, including ABP-700, during a specified earnout period. In addition, as a result of the Company's acquisition of Annovation, it, through its subsidiary Annovation, is a party to a license agreement with The General Hospital Corporation. Under the agreement, the Company will be obligated to pay General Hospital Corporation up to an aggregate of $6.5 million upon achievement of specified development, regulatory and sales milestones. The Company will also be obligated to pay General Hospital Corporation low single-digit percentage royalties on a product-by-product and country-by-country basis based on net sales of ABP-700 products until the later of the duration of the licensed patent rights which are necessary to manufacture, use or sell ABP-700 products in a country and the date ten years from the Company first commercial sale of ABP-700 products in such country. | |
Recothrom. On February 6, 2015, the Company completed the acquisition of Recothrom assets from BMS. In February 2013, pursuant to a master transaction agreement with BMS, the Company acquired the right to sell, distribute and market Recothrom on a global basis for a two-year period, which is referred to as the collaboration term, and certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. BMS also granted to the Company, under the master transaction agreement, an option to purchase from BMS and its affiliates, following the expiration or earlier termination of the collaboration term, certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom. Pursuant to the agreement, the Company exercised the option and on February 6, 2015 completed the acquisition of the remaining assets held by BMS which are exclusively related to Recothrom. | |
Under the master transaction agreement, in February 2013 the Company paid to BMS a one-time collaboration fee equal to $105.0 million and a one-time option fee equal to $10.0 million. Upon closing the exercise of the option in February 2015, the Company paid BMS approximately $127.7 million in the aggregate, including approximately $39.3 million for inventory. In addition, the Company has agreed to pay BMS up to an additional $4.9 million upon the delivery of certain additional inventory following the closing, subject to specified terms and conditions. The Company did not assume any pre-existing liabilities related to the Recothrom business, contingent or otherwise, arising prior to the collaboration period, and the Company did not acquire any significant tangible assets related to the Recothrom business, other than inventory. Under the master transaction agreement, the Company paid BMS quarterly tiered royalty payments during the two-year collaboration term equal to a percentage of worldwide net sales of Recothrom. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data | Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||
The following table presents selected quarterly financial data for the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||
-4 | (3) (4) | -1 | -2 | |||||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue | $ | 177,235 | $ | 183,774 | $ | 172,401 | $ | 190,998 | $ | 155,753 | $ | 172,826 | $ | 174,282 | $ | 185,003 | ||||||||||||||||
Cost of revenue | 66,867 | 85,687 | 69,076 | 66,000 | 56,714 | 63,938 | 65,794 | 76,339 | ||||||||||||||||||||||||
Total operating expenses | 162,484 | 215,660 | 185,052 | 225,779 | 178,392 | 143,907 | 151,509 | 200,865 | ||||||||||||||||||||||||
Net income (loss) attributable to The Medicines Company | (4,996 | ) | (5,157 | ) | (16,736 | ) | (5,323 | ) | (11,573 | ) | 18,094 | 7,793 | 1,198 | |||||||||||||||||||
Basic net income per common share attributable to The Medicines Company | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.33 | $ | 0.13 | $ | 0.02 | |||||||||||
Diluted net income per common share attributable to The Medicines Company | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.3 | $ | 0.12 | $ | 0.02 | |||||||||||
-1 | Net loss for the first quarter of 2013 includes licensing costs of $25.0 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. | |||||||||||||||||||||||||||||||
-2 | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. | |||||||||||||||||||||||||||||||
-3 | In December 2014, the Company entered into a settlement and amendment to the merger agreement with Incline Therapeutics, Inc., which resulted in revisions to certain milestone triggers, a reduction in total milestone payments and the release of the escrow funds to the Company. As a result, net loss for the fourth quarter of 2014 includes $25.7 million in one-time income in connection with the settlement with the former equityholders of Incline related to the representations and warranties included in the merger agreement. | |||||||||||||||||||||||||||||||
-4 | Net loss for the second and fourth quarters of 2014 includes impairment charges on product licenses in the amount of $15.1 million and $6.4 million, respectively to cost of sales, as a result of reductions in estimated future cash flows expected to be generated by the acute care generic products as determined by an updated discount |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. | ||
Use of Estimates | Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | ||
Investments | Investments | |
The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method in accordance with the FASB Accounting Standards Codification (ASC) 325-20, “Cost Method Investments” (ASC 325-20). Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired based on criteria outlined in ASC 325-20. Investments in which the Company has at least a 20%, but not more than a 50%, interest are generally accounted for under the equity method. These non-marketable securities have been classified as investments and included in other assets on the consolidated balance sheets. The Company's proportionate share of the operating results is recorded as loss in equity investment in the Company's consolidated statement of income. | ||
Inventory | Inventory | |
The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax, Orbactiv, Minocin IV and Cleviprex bulk substance is classified as raw materials and its costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. | ||
Fixed Assets | Fixed Assets | |
Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. Repairs and maintenance costs are expensed as incurred. | ||
Treasury Stock | Treasury Stock | |
Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. | ||
Intangible Assets | Intangible Assets | |
Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | ||
In-Process Research and Development | In-Process Research and Development | |
The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise it is expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the "income method," which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. | ||
Goodwill | Goodwill | |
Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |
Long-lived assets, such as property, plant and equipment, goodwill, indefinite lived intangible assets and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. Long-lived assets used in operations and amortizing intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Based on the Company’s analysis, there was no impairment of goodwill and indefinite lived intangible assets in connection with the annual impairment tests that were performed during 2014. | ||
Contingent Purchase Price from Business Combinations | Contingent Purchase Price from Business Combinations | |
Subsequent to the acquisition date, the Company measures the fair value of the acquisition-related contingent consideration at each reporting period, with changes in fair value recorded in the consolidated statements of (loss) income. Changes in the fair value of the acquisition-related contingent consideration obligations result from several factors including changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving specified milestone criteria. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting | ||
Risks and Uncertainties | Risks and Uncertainties | |
The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. | ||
Concentrations of Credit Risk | Concentrations of Credit Risk | |
Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments with high quality institutions. At December 31, 2014 and 2013, approximately $6.0 million and $45.9 million, respectively, of the Company’s cash and cash equivalents was invested in a single fund, the Dreyfus Cash Management Money Market Fund, a no-load money market fund with Capital Advisors Group. | ||
The Company currently sells Angiomax, Cleviprex, Minocin IV, Orbactiv, Recothrom, the acute care generic products and ready-to-use Argatroban in the United States to a sole source distributor, Integrated Commercialization Solutions, Inc. (ICS). ICS accounted for 95%, 89% and 90% of the Company’s net revenue for 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013, amounts due from ICS represented approximately $193.4 million and $120.9 million, or 95% and 92%, of gross accounts receivable, respectively. At December 31, 2014 and 2013, the Company did not maintain an allowance for doubtful accounts for its ICS accounts receivable. | ||
Contingencies | Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | ||
Revenue Recognition | Revenue Recognition | |
Product Sales. The Company distributes Angiomax, Recothrom, Cleviprex, Orbactiv, Minocin IV, the acute care generic products it markets and its ready-to-use Argatroban in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). Under this model, the Company records revenue upon shipment of Angiomax, Recothrom, Cleviprex, Minocin IV and ready-to-use Argatroban to ICS. ICS then sells these products to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States and, in certain cases, directly to hospitals. | ||
The Company’s agreement with ICS, which it initially entered into in February 2007, provides that ICS will be the Company’s exclusive distributor of Angiomax, Recothrom, Cleviprex, Orbactiv, Minocin IV, the acute care generic products we market and ready-to-use Argatroban in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of Angiomax, Recothrom, Cleviprex, Minocin IV, the acute care generic products we market and ready-to-use Argatroban, to maintain an appropriate level of inventory based on the Company's customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company's standard return policy and has sole responsibility for determining the prices at which it sells these products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2019 and will automatically renew for additional one-year periods unless either party gives notice at least 90 days prior to the automatic extension. | ||
Either party may terminate the agreement at any time and for any reason upon 180 days prior written notice to the other party. In addition, either party may terminate the agreement upon an uncured default of a material obligation by the other party and other specified conditions. In connection with a reduction in marketing, sales and distribution fees payable to ICS, in October 2010, the Company amended its agreement with ICS to extend ICS' payment terms under our distribution agreement with them from 30 days to 45 days, which can be further extended to 49 days if ICS pays by wire transfer. | ||
In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox, with a sales force that is experienced in selling to hospital customers. As of December 31, 2014, the Company markets and sells Angiomax in India, Australia and New Zealand. The Company sells Cleviprex outside the United States in Australia and in certain European countries. The Company only sells PreveLeak in Europe. | ||
The Company had deferred revenue of $0.6 million and $0.8 million as of December 31, 2014 and December 31, 2013, respectively, associated with sales of Angiomax, Cleviprex and PreveLeak to wholesalers outside of the United States. The Company recognizes revenue from such sales when hospitals purchase the product. | ||
The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. | ||
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 increase 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. 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. | ||
In August 2014, the U.S Food and Drug Administration (FDA) approved Orbactiv. In October 2014, the Company commercially launched Orbactiv in the United States. The Company recognizes sales from Orbactiv and the acute care generic products it markets under a deferred revenue model. Under its deferred revenue model, the Company does not recognize revenue upon product shipment to ICS. Instead, upon product shipment, the Company invoices ICS, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. | ||
The Company had deferred revenue of $5.8 million as of December 31, 2014 associated with sales of Orbactiv in the United States. When estimates of the expected returns and other adjustments can be reasonably estimated, the Company expects to recognize revenue from Orbactiv upon shipment to ICS in the same manner as the Company recognizes Angiomax, Recothrom, Cleviprex, Minocin IV and ready-to-use Argatroban revenue. The Company recognized $0.8 million of revenue associated with Orbactiv during 2014, related to purchases by hospitals. | ||
The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. | ||
The nature of the Company’s allowances and accruals require critical estimates, and the specific considerations the Company uses in estimating its amounts are as follows. | ||
• | Product returns. The Company’s customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. | |
In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. | ||
At December 31, 2014 and December 31, 2013, the Company’s accrual for product returns was $3.3 million and $2.4 million, respectively. | ||
• | Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. | |
Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’s acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. | ||
The Company also participates in the 340B Drug Pricing Program under the Public Health Services Act. Under the 340B Drug Pricing Program, the Company offers qualifying entities a discount off the commercial price of Angiomax for patients undergoing percutaneous coronary intervention, or PCI, on an outpatient basis. | ||
As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. | ||
The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which detail historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. | ||
The Company’s allowance for chargebacks was $44.4 million and $25.0 million at December 31, 2014 and December 31, 2013, respectively. The Company did not have any significant allowance for rebates at December 31, 2014 and at December 31, 2013. | ||
• | Fees-for-service. The Company offers discounts to certain wholesalers and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled with the wholesalers or ICS within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $0.9 million and $3.1 million at December 31, 2014 and December 31, 2013, respectively. | |
The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. | ||
Cost of Revenue | Cost of Revenue | |
Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv and Minocin IV, royalty expenses under the Company's agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex, with Eli Lilly (Lilly) related to Orbactiv and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Recothrom, Cleviprex, ready-to-use Argatroban, Orbactiv and Minocin IV including distribution, storage and handling costs. Cost of revenue also includes expenses related to the Company's license agreement with Bristol-Myers Squibb Company (BMS) for Recothrom and expenses related to the Company's supply agreement for Recothrom with BMS including product cost and logistics as well as royalties and amortization related to Recothrom. | ||
Advertising Costs | Advertising Costs | |
The Company expenses advertising costs as incurred. | ||
Research and Development | Research and Development | |
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | ||
The Company performs research and development for US 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 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. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. | ||
Foreign Currencies | Foreign Currencies | |
The functional currencies of the Company’s foreign subsidiaries are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. | ||
The Company's annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. | ||
In accordance with ASC 740, the Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company's tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company's liability for uncertain tax positions is reflected as a reduction to its deferred tax assets in its consolidated balance sheet. | ||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |
The Company's accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities (if any), which are recorded and presented net of income tax, and foreign currency translation. | ||
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. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||
Schedule of Sales Allowances and Accruals | The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2014, 2013 and 2012 (amounts in thousands): | |||||||||||||||||||
Cash | Returns | Chargebacks | Rebates | Fees-for- | ||||||||||||||||
Discounts | Service | |||||||||||||||||||
Balance at January 1, 2012 | $ | 1,849 | $ | 3,871 | $ | 15,640 | $ | 1,170 | $ | 3,269 | ||||||||||
Allowances for sales during 2012 | 12,240 | 854 | 68,179 | — | 9,914 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,849 | ) | (3,612 | ) | (9,673 | ) | (1,170 | ) | (2,885 | ) | ||||||||||
Actual credits issued for sales during 2012 | (10,230 | ) | — | (59,303 | ) | — | (6,721 | ) | ||||||||||||
Balance at December 31, 2012 | 2,010 | 1,113 | 14,843 | — | 3,577 | |||||||||||||||
Allowances for sales during 2013 | 15,943 | 2,524 | 130,374 | — | 12,059 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (1,871 | ) | (1,204 | ) | (10,244 | ) | — | (3,049 | ) | |||||||||||
Actual credits issued for sales during 2013 | (13,420 | ) | — | (109,933 | ) | — | (9,460 | ) | ||||||||||||
Balance at December 31, 2013 | 2,662 | 2,433 | 25,040 | — | 3,127 | |||||||||||||||
Allowances for sales during 2014 | 18,299 | 5,836 | 175,001 | — | 12,453 | |||||||||||||||
Allowances for prior year sales | — | — | — | — | — | |||||||||||||||
Actual credits issued for prior year’s sales | (2,411 | ) | (1,724 | ) | (25,888 | ) | (3,246 | ) | ||||||||||||
Actual credits issued for sales during 2014 | (14,408 | ) | (3,196 | ) | (129,754 | ) | — | (11,410 | ) | |||||||||||
Balance at December 31, 2014 | $ | 4,142 | $ | 3,349 | $ | 44,399 | $ | — | $ | 924 | ||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory | The major classes of inventory were as follows: | ||||||||
Inventory | 2014 | 2013 | |||||||
(In thousands) | |||||||||
Raw materials | $ | 40,533 | $ | 42,402 | |||||
Work-in-progress | 34,095 | 27,911 | |||||||
Finished goods | 6,822 | 16,792 | |||||||
Total | $ | 81,450 | $ | 87,105 | |||||
Fixed_Assets_Fixed_Assets_Tabl
Fixed Assets Fixed Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Schedule of Fixed Assets | Fixed assets consist of the following: | |||||||||
Estimated | December 31, | |||||||||
Life (Years) | 2014 | 2013 | ||||||||
(In thousands) | ||||||||||
Furniture, fixtures and equipment | 7-Mar | $ | 26,895 | $ | 23,267 | |||||
Computer software | 3 | 3,777 | 2,237 | |||||||
Computer hardware | 3 | 4,798 | 3,469 | |||||||
Leasehold improvements | 15-May | 31,426 | 31,735 | |||||||
66,896 | 60,708 | |||||||||
Less: Accumulated depreciation | (26,836 | ) | (21,440 | ) | ||||||
$ | 40,060 | $ | 39,268 | |||||||
Acquisitions_Acquisitions_Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information reflects the consolidated statements of income of the Company for the years ended December 31, 2014 as if the acquisition of Tenaxis had occurred as of January 1, 2013, and as if the 2013 acquisitions had occurred as of January 1, 2012. | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands, except per share amounts) | |||||||||
Net revenue | $ | 724,599 | $ | 695,473 | |||||
Net loss | $ | (35,023 | ) | $ | (32,743 | ) | |||
Basic loss per common share | $ | (0.54 | ) | $ | (0.56 | ) | |||
Diluted loss per common share | $ | (0.54 | ) | $ | (0.56 | ) | |||
Incline Therapeutics, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition | Total purchase price is summarized as follows: | ||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 186,699 | |||||||
Fair value of contingent purchase price | 87,200 | ||||||||
Total purchase price | $ | 273,899 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (in thousands) | ||||||||
Cash and cash equivalents | $ | 1,563 | |||||||
Prepaid expenses and other current assets | 624 | ||||||||
Fixed assets, net | 12,577 | ||||||||
In-process research and development | 250,000 | ||||||||
Goodwill | 102,613 | ||||||||
Other assets | 34 | ||||||||
Total Assets | $ | 367,411 | |||||||
Liabilities Assumed: | |||||||||
Accrued expenses | $ | 1,413 | |||||||
Contingent purchase price | 87,200 | ||||||||
Deferred tax liabilities | 92,099 | ||||||||
Total Liabilities | $ | 180,712 | |||||||
Total cash price paid upon acquisition | $ | 186,699 | |||||||
BMS [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary which details the purchase price allocation of assets acquired as a result of this acquisition: | ||||||||
Assets Acquired: | (in thousands) | ||||||||
Product license | $ | 32,000 | |||||||
Option | 62,000 | ||||||||
Goodwill | 21,000 | ||||||||
Total Assets | $ | 115,000 | |||||||
Total cash price paid upon acquisition | $ | 115,000 | |||||||
ProFibrix [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition | Total purchase price is summarized as follows: | ||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 105,395 | |||||||
Fair value of contingent purchase price | 82,550 | ||||||||
Total purchase price | $ | 187,945 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (in thousands) | ||||||||
Cash | $ | 7,880 | |||||||
Prepaid assets | 528 | ||||||||
Fixed assets, net | 124 | ||||||||
In-process research and development | 176,000 | ||||||||
Goodwill | 52,037 | ||||||||
Total Assets | $ | 236,569 | |||||||
Liabilities Assumed: | |||||||||
Accounts payable | $ | 1,074 | |||||||
Accrued expenses | 3,544 | ||||||||
Contingent purchase price | 82,550 | ||||||||
Deferred tax liabilities | 44,006 | ||||||||
Total Liabilities | $ | 131,174 | |||||||
Total cash price paid upon acquisition | $ | 105,395 | |||||||
Rempex [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition | Total purchase price is summarized as follows: | ||||||||
(in thousands) | |||||||||
Upfront cash consideration | $ | 140,251 | |||||||
Fair value of contingent cash payment | 96,700 | ||||||||
Total purchase price | $ | 236,951 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (In thousands) | ||||||||
Cash and cash equivalents | $ | 4,218 | |||||||
Accounts receivable, net | 399 | ||||||||
Inventory | 566 | ||||||||
Prepaid expenses and other current assets | 2,465 | ||||||||
Fixed assets, net | 331 | ||||||||
Intangible assets | 530 | ||||||||
In-process research and development | 224,680 | ||||||||
Goodwill | 68,632 | ||||||||
Total Assets | 301,821 | ||||||||
Liabilities Assumed: | |||||||||
Accounts payable | 1,413 | ||||||||
Accrued expenses | 5,867 | ||||||||
Deferred tax liabilities | 57,590 | ||||||||
Total Liabilities | 64,870 | ||||||||
Total purchase price | $ | 236,951 | |||||||
Tenaxis Medical [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition | Total purchase price is summarized as follows: | ||||||||
(In thousands) | |||||||||
Upfront cash consideration | $ | 58,871 | |||||||
Fair value of contingent purchase price | 37,900 | ||||||||
Total purchase price | $ | 96,771 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Below is a summary which details the allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||||
Assets Acquired: | (In thousands) | ||||||||
Cash and cash equivalents | $ | 914 | |||||||
Inventory | 307 | ||||||||
Developed product rights | 93,900 | ||||||||
Goodwill | 25,063 | ||||||||
Other assets | 131 | ||||||||
Total assets | $ | 120,315 | |||||||
Liabilities assumed: | |||||||||
Accounts payable | 161 | ||||||||
Contingent purchase price | 37,900 | ||||||||
Deferred tax liability | 23,160 | ||||||||
Other liabilities | 223 | ||||||||
Total liabilities | $ | 61,444 | |||||||
Total cash price paid upon acquisition | $ | 58,871 | |||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | The following information details the carrying amounts and accumulated amortization of the Company’s intangible assets subject to amortization: | ||||||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||
Average Remaining | Carrying | Amortization and other charges | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||||
Useful Life | Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Amortizable intangible assets | |||||||||||||||||||||||||||
Customer relationships(1) | — | $ | 7,457 | $ | (7,457 | ) | $ | — | $ | 7,457 | $ | (5,631 | ) | $ | 1,826 | ||||||||||||
Selling rights agreements(1) | 0.1 | 9,125 | (8,961 | ) | 164 | 9,125 | (5,870 | ) | 3,255 | ||||||||||||||||||
Trademarks(1) | — | 3,024 | (3,024 | ) | — | 3,024 | (2,284 | ) | 740 | ||||||||||||||||||
Product licenses(2) | 0.5 | 71,000 | (65,602 | ) | 5,398 | 71,530 | (25,067 | ) | 46,463 | ||||||||||||||||||
Developed product rights (3) | 11.9 | 180,930 | (6,513 | ) | 174,417 | 2,000 | (191 | ) | 1,809 | ||||||||||||||||||
Total | 12.5 | $ | 271,536 | $ | (91,557 | ) | $ | 179,979 | $ | 93,136 | $ | (39,043 | ) | $ | 54,093 | ||||||||||||
_______________________________________ | |||||||||||||||||||||||||||
-1 | The Company amortizes intangible assets related to Angiox through the end of its patent life. | ||||||||||||||||||||||||||
-2 | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | ||||||||||||||||||||||||||
-3 | The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. | ||||||||||||||||||||||||||
Schedule of Indefinite-lived Intangible Assets | The following information details the carrying amounts of the Company’s intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||
Gross | Adjustments | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | ||||||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||||||||
In-process research and development | $ | 650,680 | $ | — | $ | 650,680 | 720,180 | $ | — | $ | 720,180 | ||||||||||||||||
Recothrom option | 62,000 | — | 62,000 | 62,000 | — | 62,000 | |||||||||||||||||||||
Total | $ | 712,680 | $ | — | $ | 712,680 | $ | 782,180 | $ | — | $ | 782,180 | |||||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows: | ||||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 257,694 | $ | 14,671 | |||||||||||||||||||||||
Goodwill resulting from the acquisition of Tenaxis | 25,063 | — | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Incline | — | 102,613 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Recothrom | — | 21,000 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of ProFibrix | — | 52,037 | |||||||||||||||||||||||||
Goodwill resulting from the acquisition of Rempex | — | 68,632 | |||||||||||||||||||||||||
Translation adjustments | 3,775 | (1,259 | ) | ||||||||||||||||||||||||
Balance at end of period | $ | 286,532 | $ | 257,694 | |||||||||||||||||||||||
Accrued_Expenses_Accrued_Expen
Accrued Expenses Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities [Abstract] | ||||||||
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2014 and 2013: | |||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Royalties | $ | 26,821 | $ | 44,260 | ||||
Research and development services | 29,726 | 14,846 | ||||||
Compensation related | 43,992 | 35,492 | ||||||
Product returns, rebates and other fees | 6,495 | 5,699 | ||||||
Legal, accounting and other | 14,045 | 14,487 | ||||||
Manufacturing, logistics and related fees | 30,919 | 23,722 | ||||||
Sales and marketing | 6,939 | 3,469 | ||||||
Interest | 315 | 315 | ||||||
$ | 159,252 | $ | 142,290 | |||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Debt Liability Component | The Notes consisted of the following: | |||||||||||
Liability component | December 31, | December 31, | ||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Principal | $ | 275,000 | $ | 275,000 | ||||||||
Less: Debt discount, net(1) | (28,324 | ) | (38,912 | ) | ||||||||
Net carrying amount | $ | 246,676 | $ | 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: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Contractual interest expense | $ | 3,781 | $ | 3,781 | $ | 2,101 | ||||||
Amortization of debt issuance costs | 1,332 | 1,179 | 598 | |||||||||
Amortization of debt discount | 10,588 | 9,978 | 5,306 | |||||||||
$ | 15,701 | $ | 14,938 | $ | 8,005 | |||||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | 6.02 | % | ||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Schedule of Stock Option Activity | The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2014: | ||||||||||||
Number of Shares | Weighted-Average | Weighted- | Aggregate | ||||||||||
Exercise Price | Average | Intrinsic Value | |||||||||||
Per Share | Remaining | ||||||||||||
Contractual | |||||||||||||
Term | |||||||||||||
Outstanding, January 1, 2012 | 9,136,677 | 18.51 | |||||||||||
Granted | 1,619,702 | 17.04 | |||||||||||
Exercised | (1,342,739 | ) | 11.04 | ||||||||||
Forfeited and expired | (301,608 | ) | 17.3 | ||||||||||
Outstanding, December 31, 2012 | 9,112,032 | 18.61 | |||||||||||
Granted | 2,263,649 | 32.2 | |||||||||||
Exercised | (3,425,586 | ) | 20.79 | ||||||||||
Forfeited and expired | (333,691 | ) | 23.29 | ||||||||||
Outstanding, December 31, 2013 | 7,616,404 | $ | 22.83 | ||||||||||
Granted | 2,825,451 | 27.8 | |||||||||||
Exercised | (708,590 | ) | 19.25 | ||||||||||
Forfeited and expired | (748,502 | ) | 30.12 | ||||||||||
Outstanding, December 31, 2014 | 8,984,763 | $ | 24.07 | 6.48 | $ | 45,251,635 | |||||||
Vested and expected to vest, December 31, 2014 | 8,670,134 | $ | 23.92 | 6.39 | $ | 44,766,760 | |||||||
Exercisable, December 31, 2014 | 5,207,526 | $ | 21.15 | 4.84 | $ | 38,634,832 | |||||||
Available for future grant at December 31, 2014 | 2,656,366 | ||||||||||||
Schedule of Valuation Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. | ||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 50.25 | % | 48.3 | % | 46.5 | % | |||||||
Risk-free interest rate | 1.543 | % | 1.079 | % | 0.825 | % | |||||||
Expected option term (years) | 4.96 | 5.07 | 4.95 | ||||||||||
Schedule of Restricted Stock and Restricted Stock Units Activity | The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2014: | ||||||||||||
Number of | Weighted Average | ||||||||||||
Shares | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding, January 1, 2012 | 449,261 | $ | 14.7 | ||||||||||
Awarded | 369,158 | 21.89 | |||||||||||
Vested | (188,541 | ) | 15.03 | ||||||||||
Forfeited | (16,767 | ) | 14.49 | ||||||||||
Outstanding, December 31, 2012 | 613,111 | 18.93 | |||||||||||
Awarded | 266,388 | 31.8 | |||||||||||
Vested | (247,945 | ) | 17.61 | ||||||||||
Forfeited | (28,975 | ) | 22.88 | ||||||||||
Outstanding, December 31, 2013 | 602,579 | 24.97 | |||||||||||
Awarded | 306,161 | 29.84 | |||||||||||
Vested | (238,028 | ) | 23.69 | ||||||||||
Forfeited | (94,025 | ) | 28.59 | ||||||||||
Outstanding, December 31, 2014 | 576,687 | $ | 27.5 | ||||||||||
Restricted Stock and ESPP [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Schedule of Valuation Assumptions | |||||||||||||
Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Expected stock price volatility | 38.97 | % | 32.46 | % | 36.25 | % | |||||||
Risk-free interest rate | 0.07 | % | 0.09 | % | 14 | % | |||||||
Expected option term (years) | 0.5 | 0.5 | 0.5 | ||||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012. | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic and diluted | ||||||||||||
Net income attributable to The Medicines Company | $ | (32,210 | ) | $ | 15,512 | $ | 51,254 | |||||
Net weighted average common shares outstanding, basic | 64,473 | 58,096 | 53,545 | |||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | — | 4,556 | 1,801 | |||||||||
Weighted average common shares outstanding, diluted | 64,473 | 62,652 | 55,346 | |||||||||
Income per common share attributable to The Medicines Company, basic | $ | (0.50 | ) | $ | 0.27 | $ | 0.96 | |||||
Income per common share attributable to The Medicines Company, diluted | $ | (0.50 | ) | $ | 0.25 | $ | 0.93 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The benefit from (provision for) income taxes in 2014, 2013 and 2012 consists of current and deferred federal, state and foreign taxes based on income as follows: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | 1,388 | $ | (8,889 | ) | $ | (2,492 | ) | ||||
State | (160 | ) | (287 | ) | (1,309 | ) | ||||||
Foreign | 44 | (2,456 | ) | (863 | ) | |||||||
1,272 | (11,632 | ) | (4,664 | ) | ||||||||
Deferred: | ||||||||||||
Federal | 5,357 | (10,726 | ) | (26,388 | ) | |||||||
State | 208 | 20,999 | (3,920 | ) | ||||||||
Foreign | — | (1 | ) | (66 | ) | |||||||
5,565 | 10,272 | (30,374 | ) | |||||||||
Total benefit from (provision for) income taxes | $ | 6,837 | $ | (1,360 | ) | $ | (35,038 | ) | ||||
Schedule of Income before Income Tax, Domestic and Foreign | The components of (loss) income before income taxes consisted of: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Domestic | $ | (19,730 | ) | $ | 17,516 | $ | 92,998 | |||||
International | (19,318 | ) | (644 | ) | (6,790 | ) | ||||||
Total | $ | (39,048 | ) | $ | 16,872 | $ | 86,208 | |||||
Schedule of Effective Income Tax Rate Reconciliation | The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2014, 2013, and 2012 to income before income taxes is as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(In thousands) | ||||||||||||
Statutory rate applied to pre-tax income | $ | (13,667 | ) | $ | 5,905 | $ | 30,202 | |||||
Add (deduct): | ||||||||||||
State income taxes, net of federal benefit | (31 | ) | (13,463 | ) | 3,399 | |||||||
Foreign | 6,946 | 1,854 | 2,136 | |||||||||
Revaluation of contingent purchase price | 3,742 | 5,930 | (511 | ) | ||||||||
Tax credits | (2,598 | ) | (6,052 | ) | (1,712 | ) | ||||||
Lobbying costs | 60 | — | 171 | |||||||||
Acquisition costs | 198 | 3,024 | — | |||||||||
Meals and entertainment | 502 | 468 | 386 | |||||||||
Uncertain tax positions | (101 | ) | 2,574 | 542 | ||||||||
Other | 1,461 | 1,120 | 425 | |||||||||
Deferred Tax Asset Adjustment | (3,349 | ) | — | — | ||||||||
Income tax provision (benefit) | $ | (6,837 | ) | $ | 1,360 | $ | 35,038 | |||||
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets are as follows: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 81,603 | $ | 49,451 | ||||||||
Tax credits | 17,451 | 13,279 | ||||||||||
Intangible assets | 7,828 | 29,370 | ||||||||||
Stock based compensation | 22,427 | 16,371 | ||||||||||
Other | 20,103 | 16,174 | ||||||||||
Total deferred tax assets | 149,412 | 124,645 | ||||||||||
Valuation allowance | (43,874 | ) | (4,186 | ) | ||||||||
Total deferred tax assets net of valuation allowance | 105,538 | 120,459 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Fixed assets | $ | (5,099 | ) | $ | (4,044 | ) | ||||||
Indefinite lived intangible assets | (231,818 | ) | (231,662 | ) | ||||||||
Total deferred tax liabilities | (236,917 | ) | (235,706 | ) | ||||||||
Net deferred tax liabilities | $ | (131,379 | ) | $ | (115,247 | ) | ||||||
Summary of Tax Credit Carryforwards | At December 31, 2014, the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: | |||||||||||
Federal Net | Federal Research | |||||||||||
Operating Loss | and Development | |||||||||||
Tax Credit | ||||||||||||
Year of Expiration | Carryforwards | Carryforwards | ||||||||||
(In thousands) | ||||||||||||
2018-2024 | $ | — | $ | — | ||||||||
2027 | 6,256 | 840 | ||||||||||
2028 | 40,193 | 2,108 | ||||||||||
2029 | 9,742 | 1,148 | ||||||||||
2030 | 5,281 | 1,162 | ||||||||||
2031 | 3,292 | 3,097 | ||||||||||
2032 | 2,917 | 3,622 | ||||||||||
2033 | 38,155 | 3,239 | ||||||||||
2034 | 4,449 | 3,000 | ||||||||||
$ | 110,285 | $ | 18,216 | |||||||||
Summary of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | |||||||||||
Gross | ||||||||||||
Unrecognized | ||||||||||||
Tax Benefits | ||||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2013 | $ | 2,433 | ||||||||||
Additions related to current year tax positions | 600 | |||||||||||
Additions for prior year tax positions | 5,090 | |||||||||||
Balance at December 31, 2013 | 8,123 | |||||||||||
Additions related to current year tax positions | 519 | |||||||||||
Additions for prior year tax positions | 818 | |||||||||||
Reductions for prior year tax positions | (621 | ) | ||||||||||
Balance at December 31, 2014 | $ | 8,839 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Balance at | Quoted Prices in | Significant | Significant | Balance at | ||||||||||||||||||||||||||
Active Markets for | Other | Unobservable | December 31, | Active Markets for | Other | Unobservable | December 31, | ||||||||||||||||||||||||||
Identical Assets | Observable | Inputs | Identical Assets | Observable | Inputs | ||||||||||||||||||||||||||||
Inputs | Inputs | ||||||||||||||||||||||||||||||||
Assets and Liabilities | (Level 1) | (Level 2) | (Level 3) | 2014 | (Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||||||||||||||
(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 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | |||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 351,134 | $ | 351,134 | $ | — | $ | — | $ | 302,363 | $ | 302,363 | |||||||||||||||||
Fair Value Inputs, Assets, Quantitative Information | The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | |||||||||||||||||||||||||||||||||
December 31, 2014 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 6,334 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 123,800 | Probability-adjusted discounted cash flow | Probabilities of success | 64% - 100% (83%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015-2018 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 88,600 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (92%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | ||||||||||||||||||||||||||||||||
Discount rate | 2.5% - 24.1% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 80,800 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 3.7% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 10,900 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (17%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.5% | ||||||||||||||||||||||||||||||||
Tenaxis: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 40,700 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (84%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2026 | ||||||||||||||||||||||||||||||||
Discount rate | 1% - 20% | ||||||||||||||||||||||||||||||||
Fair Value as of | |||||||||||||||||||||||||||||||||
December 31, 2013 | Valuation Technique | Unobservable Input | Range | ||||||||||||||||||||||||||||||
(Weighted Average) | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Targanta: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 5,573 | Probability-adjusted discounted cash flow | Probabilities of success | 20% | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 11% | ||||||||||||||||||||||||||||||||
Incline: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 115,890 | Probability-adjusted discounted cash flow | Probabilities of success | 60% - 85% (79%) | ||||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2013-2017 | ||||||||||||||||||||||||||||||||
Discount Rate | 18% | ||||||||||||||||||||||||||||||||
ProFibrix: | |||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 84,000 | Probability-adjusted discounted cash flow | Probability of success | 5% - 95% (91%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2015 - 2017 | ||||||||||||||||||||||||||||||||
Discount rate | 4.9% - 17.5% | ||||||||||||||||||||||||||||||||
Rempex: | |||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 87,900 | Probability-adjusted discounted cash flow | Probability of success | 11% -95% (63%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2014 - 2019 | ||||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.38% | ||||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 9,000 | Risk adjusted revenue simulation | Probability of success | 9% - 49% (18%) | ||||||||||||||||||||||||||||
Period in which milestones are expected to be achieved | 2016 - 2022 | ||||||||||||||||||||||||||||||||
Discount rate | 2% - 5.4% | ||||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in fair value of the Company’s Level 3 contingent purchase price during the year ended December 31, 2014 and 2013 were as follows: | ||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Balance at beginning of period | $ | 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 ProFibrix as of August 5, 2013 | — | 82,550 | |||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Rempex as of December 3, 2013 | — | 96,700 | |||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Tenaxis as of May1, 2014 | 37,900 | — | |||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase price included in net income (loss) | 10,871 | 16,942 | |||||||||||||||||||||||||||||||
Balance at end of period | $ | 351,134 | $ | 302,363 | |||||||||||||||||||||||||||||
Restructuring_Costs_and_Other_1
Restructuring Costs and Other, Net (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Schedule of Restructuring and Related Costs [Table Text Block] | The following table sets forth details regarding the activities described above during the year ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2014 European workforce reduction | $ | — | $ | 8,660 | $ | (632 | ) | $ | (334 | ) | $ | 7,694 | ||||||||
2013 workforce reduction | 370 | — | — | (370 | ) | — | ||||||||||||||
2014 European leases and equipment write-off | — | 347 | — | (147 | ) | 200 | ||||||||||||||
Total | $ | 370 | $ | 9,007 | $ | (632 | ) | $ | (851 | ) | $ | 7,894 | ||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | December 31, | ||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2011 Leipzig closure and other associated costs | $ | 1,009 | $ | — | $ | — | $ | (1,009 | ) | $ | — | |||||||||
2013 workforce reduction | — | 6,358 | (5,699 | ) | (289 | ) | 370 | |||||||||||||
Total | $ | 1,009 | $ | 6,358 | $ | (5,699 | ) | $ | (1,298 | ) | $ | 370 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Recorded Unconditional Purchase Obligations | Future estimated contractual obligations as of December 31, 2014 are: | ||||||||||||||||||||||||||||
Contractual Obligations (1) (2) | 2015 | 2016 | 2017 | 2018 | 2019 | Later Years | Total | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||
Inventory related commitments | $ | 52,174 | $ | 783 | $ | 130 | $ | 130 | $ | 130 | $ | — | $ | 53,347 | |||||||||||||||
Long-term debt obligations | 3,781 | 3,781 | 276,576 | — | — | — | 284,138 | ||||||||||||||||||||||
Research and development | 72,617 | 1,952 | 3,210 | 44 | 10 | — | 77,833 | ||||||||||||||||||||||
Operating leases | 8,221 | 7,556 | 8,235 | 7,230 | 7,277 | 48,540 | 87,059 | ||||||||||||||||||||||
Selling, general and administrative | 2,589 | 1,167 | 74 | — | — | — | 3,830 | ||||||||||||||||||||||
Total contractual obligations | $ | 139,382 | $ | 15,239 | $ | 288,225 | $ | 7,404 | $ | 7,417 | $ | 48,540 | $ | 506,207 | |||||||||||||||
-1 | This table does not include any milestone and royalty payments which may become payable to third parties for which the timing and likelihood of such payments are not known, as discussed below. | ||||||||||||||||||||||||||||
-2 | This table does not include $400.0 million aggregate principal amount of the convertible senior notes due 2022 issued by us in January 2015 (see Footnote No. 22). |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 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. | ||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Net revenue: | |||||||||||||||||||||
United States | $ | 687,830 | 95 | % | $ | 629,459 | 91.5 | % | $ | 512,044 | 91.7 | % | |||||||||
Europe | 32,859 | 4.5 | % | 50,419 | 7.3 | % | 38,517 | 6.9 | % | ||||||||||||
Other | 3,719 | 0.5 | % | 7,986 | 1.2 | % | 8,027 | 1.4 | % | ||||||||||||
Total net revenue | $ | 724,408 | $ | 687,864 | $ | 558,588 | |||||||||||||||
Reconciliation of Assets from Segment to Consolidated | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
United States | $ | 1,218,370 | 99.3 | % | $ | 1,139,210 | 99.2 | % | |||||||||||||
Europe | 8,899 | 0.7 | % | 9,035 | 0.8 | % | |||||||||||||||
Other | 15 | — | % | 22 | — | % | |||||||||||||||
Total long-lived assets | $ | 1,227,284 | $ | 1,148,267 | |||||||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive losses are as follows: | ||||||||||||
Foreign currency translation adjustment | Unrealized (gain) loss on available for sale securities | Total | |||||||||||
(in thousands) | |||||||||||||
Balance at December 31, 2012 | $ | (825 | ) | $ | 59 | $ | (766 | ) | |||||
Other comprehensive (loss) income before reclassifications | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive (loss) income | (3,876 | ) | (10 | ) | (3,886 | ) | |||||||
Balance at December 31, 2013 | $ | (4,701 | ) | $ | 49 | $ | (4,652 | ) | |||||
Other comprehensive loss before reclassifications | 7,180 | — | 7,180 | ||||||||||
Amounts reclassified from accumulated other comprehensive income* | — | — | — | ||||||||||
Total other comprehensive loss | 7,180 | — | 7,180 | ||||||||||
Balance at December 31, 2014 | $ | 2,479 | $ | 49 | $ | 2,528 | |||||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | The following table presents selected quarterly financial data for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||
-4 | (3) (4) | -1 | -2 | |||||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue | $ | 177,235 | $ | 183,774 | $ | 172,401 | $ | 190,998 | $ | 155,753 | $ | 172,826 | $ | 174,282 | $ | 185,003 | ||||||||||||||||
Cost of revenue | 66,867 | 85,687 | 69,076 | 66,000 | 56,714 | 63,938 | 65,794 | 76,339 | ||||||||||||||||||||||||
Total operating expenses | 162,484 | 215,660 | 185,052 | 225,779 | 178,392 | 143,907 | 151,509 | 200,865 | ||||||||||||||||||||||||
Net income (loss) attributable to The Medicines Company | (4,996 | ) | (5,157 | ) | (16,736 | ) | (5,323 | ) | (11,573 | ) | 18,094 | 7,793 | 1,198 | |||||||||||||||||||
Basic net income per common share attributable to The Medicines Company | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.33 | $ | 0.13 | $ | 0.02 | |||||||||||
Diluted net income per common share attributable to The Medicines Company | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.3 | $ | 0.12 | $ | 0.02 | |||||||||||
-1 | Net loss for the first quarter of 2013 includes licensing costs of $25.0 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. | |||||||||||||||||||||||||||||||
-2 | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. | |||||||||||||||||||||||||||||||
-3 | In December 2014, the Company entered into a settlement and amendment to the merger agreement with Incline Therapeutics, Inc., which resulted in revisions to certain milestone triggers, a reduction in total milestone payments and the release of the escrow funds to the Company. As a result, net loss for the fourth quarter of 2014 includes $25.7 million in one-time income in connection with the settlement with the former equityholders of Incline related to the representations and warranties included in the merger agreement. | |||||||||||||||||||||||||||||||
-4 | Net loss for the second and fourth quarters of 2014 includes impairment charges on product licenses in the amount of $15.1 million and $6.4 million, respectively to cost of sales, as a result of reductions in estimated future cash flows expected to be generated by the acute care generic products as determined by an updated discount |
Nature_of_Business_Details
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2014 | |
product | |
Drug | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of generic drugs | 10 |
Number of generic products sold | 3 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2010 | Feb. 28, 2007 | |
Loss Attributable to Noncontrolling Interest | |||||
Noncontrolling interest ownership percentage | 74.00% | ||||
Net loss attributable to non-controlling interest | $138,000 | $252,000 | $84,000 | ||
Concentrations of Credit Risk | |||||
Concentration of risk, cash and cash equivalents | 6,000,000 | 45,900,000 | |||
Revenue Recognition | |||||
Revenues | 1,300,000 | 5,100,000 | 5,500,000 | ||
Product return period | 18 months | ||||
Product return period prior to label expiration date | 6 months | ||||
Product return period after label expiration date | 12 months | ||||
Accrual for product returns | 3,300,000 | 2,400,000 | |||
Allowance for chargebacks | 44,400,000 | 25,000,000 | |||
Fees for service discount settlement period | 60 days | ||||
Fee-for-service accurals and allowances | 900,000 | 3,100,000 | |||
Advertising Costs | |||||
Advertising expense | 1,100,000 | 400,000 | 200,000 | ||
Research and Development [Abstract] | |||||
Reimbursement Revenue | 9,500,000 | ||||
Angiomax [Member] | |||||
Revenue Recognition | |||||
Deferred revenue | 600,000 | 800,000 | |||
Minimum selling price | 50.00% | ||||
Cleviprex [Member] | |||||
Revenue Recognition | |||||
Deferred revenue | 5,800,000 | ||||
Increase in net sales | 700,000 | ||||
Orbactiv [Member] | |||||
Revenue Recognition | |||||
Revenues | 800,000 | ||||
Argatroban [Member] | |||||
Revenue Recognition | |||||
Increase in net sales | 1,600,000 | ||||
Integrated Commercialization Solutions, Inc [Member] | |||||
Revenue Recognition | |||||
Revenue agreement additional renewal period | 1 year | ||||
Revenue agreement renewal notice period | 90 days | ||||
Revenue agreement termination notice period | 180 days | ||||
Distribution agreement payment period | 45 days | 30 days | |||
Distribution agreement payment period if pay by wire transfer | 49 days | ||||
Integrated Commercialization Solutions, Inc [Member] | Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentrations of Credit Risk | |||||
Concentration risk, percentage | 95.00% | 89.00% | 90.00% | ||
Integrated Commercialization Solutions, Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentrations of Credit Risk | |||||
Concentration risk, percentage | 95.00% | 92.00% | |||
Accounts receivable, gross | $193,400,000 | $120,900,000 |
Significant_Accounting_Policie4
Significant Accounting Policies Sales Allowances and Accruals (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Discounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Sales Allowances and Accurals, Beginning of Period | $2,662 | $2,010 | $1,849 |
Allowance for Sales, Current Period | 18,299 | 15,943 | 12,240 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -2,411 | -1,871 | -1,849 |
Actual Sales Credits, Current Period | -14,408 | -13,420 | -10,230 |
Sales Allowances and Accurals, End of Period | 4,142 | 2,662 | 2,010 |
Returns [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Sales Allowances and Accurals, Beginning of Period | 2,433 | 1,113 | 3,871 |
Allowance for Sales, Current Period | 5,836 | 2,524 | 854 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -1,724 | -1,204 | -3,612 |
Actual Sales Credits, Current Period | -3,196 | 0 | 0 |
Sales Allowances and Accurals, End of Period | 3,349 | 2,433 | 1,113 |
Chargebacks [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Sales Allowances and Accurals, Beginning of Period | 25,040 | 14,843 | 15,640 |
Allowance for Sales, Current Period | 175,001 | 130,374 | 68,179 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -25,888 | -10,244 | -9,673 |
Actual Sales Credits, Current Period | -129,754 | -109,933 | -59,303 |
Sales Allowances and Accurals, End of Period | 44,399 | 25,040 | 14,843 |
Rebates [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Sales Allowances and Accurals, Beginning of Period | 0 | 0 | 1,170 |
Allowance for Sales, Current Period | 0 | 0 | 0 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | 0 | -1,170 | |
Actual Sales Credits, Current Period | 0 | 0 | 0 |
Sales Allowances and Accurals, End of Period | 0 | 0 | 0 |
Fees-for-Service [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Sales Allowances and Accurals, Beginning of Period | 3,127 | 3,577 | 3,269 |
Allowance for Sales, Current Period | 12,453 | 12,059 | 9,914 |
Allowance for Sales, Prior Period | 0 | 0 | 0 |
Actual Sales Credits, Prior Period | -3,246 | -3,049 | -2,885 |
Actual Sales Credits, Current Period | -11,410 | -9,460 | -6,721 |
Sales Allowances and Accurals, End of Period | $924 | $3,127 | $3,577 |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $40,533 | $42,402 |
Work-in-progress | 34,095 | 27,911 |
Finished goods | 6,822 | 16,792 |
Total | $81,450 | $87,105 |
Fixed_Assets_Fixed_Assets_Deta
Fixed Assets Fixed Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $66,896,000 | $60,708,000 | |
Less: Accumulated depreciation | -26,836,000 | -21,440,000 | |
Fixed assets, net | 40,060,000 | 39,268,000 | |
Depreciation expense | 5,700,000 | 3,900,000 | 2,900,000 |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 26,895,000 | 23,267,000 | |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 3 years | ||
Fixed assets, gross | 3,777,000 | 2,237,000 | |
Computer hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 3 years | ||
Fixed assets, gross | 4,798,000 | 3,469,000 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $31,426,000 | $31,735,000 | |
Minimum [Member] | Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 3 years | ||
Minimum [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 5 years | ||
Maximum [Member] | Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 7 years | ||
Maximum [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 15 years |
Cash_Cash_Equivalents_and_Rest1
Cash, Cash Equivalents and Restricted Cash Cash, Cash Equivalents and Restricted Cash (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cash, Cash Equivalents and Available for Sale Securities [Abstract] | ||
Cash aggregated in cash and cash equivalents | $364,700,000 | $330,800,000 |
Other cash equivalents | 6,000,000 | 45,900,000 |
Available for sale securities | 0 | 0 |
Restricted Cash | ||
Restricted cash | 1,446,000 | 1,574,000 |
Restricted cash outstanding letters of credit used for collateral | 1,000,000 | 1,000,000 |
Restricted cash guaranteed investment certificate used for collateral | 100,000 | 300,000 |
Restricted cash and cash equivalents, foreign tender | $300,000 | $300,000 |
Non_Marketable_Investments_Non
Non Marketable Investments Non Marketable Investments (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2014 | |
GeNO, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Cost method investment ownership percentage (less than) | 10.00% | |
Non-controlling equity investment | $0 | |
Investment impairment charge | $7,500,000 | |
Annovation [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity ownership percentage | 36.00% |
Acquisitions_Incline_Therapeut
Acquisitions (Incline Therapeutics, Inc.) (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Assets Acquired: | ||||
Goodwill | $257,694,000 | $286,532,000 | $14,671,000 | |
Incline Therapeutics, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Upfront cash consideration | 155,200,000 | |||
Payments to Cadence | 13,000,000 | |||
Escrow fund | 18,500,000 | |||
Acquisition related costs | 2,200,000 | |||
Estimated Purchase Price | ||||
Upfront cash consideration | 186,699,000 | |||
Fair value of contingent purchase price | 87,200,000 | |||
Total purchase price | 273,899,000 | |||
Assets Acquired: | ||||
Cash and cash equivalents | 1,563,000 | |||
Prepaid expenses and other current assets | 624,000 | |||
Fixed assets, net | 12,577,000 | |||
Goodwill | 102,613,000 | |||
Other assets | 34,000 | |||
Total Assets | 367,411,000 | |||
Liabilities Assumed: | ||||
Accrued expenses | 1,413,000 | |||
Contingent purchase price | 87,200,000 | |||
Deferred tax liabilities | 92,099,000 | |||
Total Liabilities | 180,712,000 | |||
Total purchase price | 186,699,000 | |||
Incline Therapeutics, Inc. [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Upfront cash consideration | 205,000,000 | |||
Incline Therapeutics, Inc. [Member] | In Process Research and Development [Member] | ||||
Assets Acquired: | ||||
In-process research and development | $250,000,000 |
Acquisitions_Recothrom_Details
Acquisitions (Recothrom) (Details) (USD $) | 1 Months Ended | 9 Months Ended | |||
Feb. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
period | |||||
Assets Acquired and Liabilities Assumed | |||||
Goodwill | $286,532,000 | $257,694,000 | $14,671,000 | ||
BMS [Member] | |||||
Business Acquisition [Line Items] | |||||
Collaboration fee | 105,000,000 | ||||
Option fee | 10,000,000 | ||||
Number of periods preceding closing of purchase | 2 | ||||
Period preceding closing of purchase | 12 months | ||||
Period of collaboration term | 24 months | ||||
Acquisition related costs | 1,600,000 | ||||
Assets Acquired and Liabilities Assumed | |||||
Option | 62,000,000 | ||||
Goodwill | 21,000,000 | ||||
Total Assets | 115,000,000 | ||||
Total purchase price | 115,000,000 | ||||
BMS [Member] | Product License [Member] | |||||
Assets Acquired and Liabilities Assumed | |||||
Developed product rights | $32,000,000 | ||||
BMS [Member] | |||||
Business Acquisition [Line Items] | |||||
Master transaction agreement purchase closing period | 24 months | ||||
Master transaction agreement period preceding purchase closing period | 12 months |
Acquisitions_ProFibrix_BV_Deta
Acquisitions (ProFibrix B.V.) (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||
Sep. 30, 2013 | Aug. 05, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
Business Acquisition [Line Items] | ||||||
Escrow deposit | $9,000,000 | |||||
Assets Acquired: | ||||||
Goodwill | 286,532,000 | 257,694,000 | 14,671,000 | |||
ProFibrix [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Option payments | 10,000,000 | |||||
Contingent consideration | 140,000,000 | |||||
Acquisition related costs | 3,100,000 | |||||
Estimated Purchase Price | ||||||
Upfront cash consideration | 105,395,000 | |||||
Fair value of contingent purchase price | 82,550,000 | |||||
Total purchase price | 187,945,000 | |||||
Assets Acquired: | ||||||
Cash | 7,880,000 | |||||
Prepaid assets | 528,000 | |||||
Fixed assets, net | 124,000 | |||||
In-process research and development | 176,000,000 | |||||
Goodwill | 52,037,000 | |||||
Total Assets | 236,569,000 | |||||
Liabilities Assumed: | ||||||
Accounts payable | 1,074,000 | |||||
Accrued expenses | 3,544,000 | |||||
Contingent purchase price | 82,550,000 | |||||
Deferred tax liabilities | 44,006,000 | |||||
Total Liabilities | 131,174,000 | |||||
Total purchase price | 105,395,000 | |||||
ProFibrix [Member] | License Agreement Terms [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Agreed payments to acquire intangible assets | $90,900,000 |
Acquisitions_Rempex_Pharmaceut
Acquisitions (Rempex Pharmaceuticals, Inc.) (Details) (USD $) | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Estimated Purchase Price | |||
Goodwill | $257,694,000 | $286,532,000 | $14,671,000 |
Rempex [Member] | |||
Business Acquisition [Line Items] | |||
Upfront cash consideration | 140,000,000 | ||
Purchase price adjustments | 300,000 | ||
Contingent consideration | 315,700,000 | ||
Escrow fund | 14,000,000 | ||
Acquisition related costs | 2,600,000 | ||
Estimated Purchase Price | |||
Upfront cash consideration | 140,251,000 | ||
Fair value of contingent cash payment | 96,700,000 | ||
Total purchase price | 236,951,000 | ||
Cash and cash equivalents | 4,218,000 | ||
Accounts receivable, net | 399,000 | ||
Inventory | 566,000 | ||
Prepaid expenses and other current assets | 2,465,000 | ||
Fixed assets, net | 331,000 | ||
In-process research and development | 530,000 | ||
Goodwill | 68,632,000 | ||
Total Assets | 301,821,000 | ||
Accounts payable | 1,413,000 | ||
Accrued expenses | 5,867,000 | ||
Deferred tax liabilities | 57,590,000 | ||
Total Liabilities | 64,870,000 | ||
Total purchase price | 236,951,000 | ||
In Process Research and Development [Member] | Rempex [Member] | |||
Estimated Purchase Price | |||
In-process research and development | 224,680,000 | ||
Development and Regulatory Milestones [Member] | Rempex [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 214,000,000 | ||
Commercial Milestones [Member] | Rempex [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $120,000,000 |
Acquisitions_Tenaxis_Medical_I
Acquisitions (Tenaxis Medical, Inc) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
1-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Assets Acquired and Liabilities Assumed | |||||
Goodwill | $286,532,000 | $257,694,000 | $14,671,000 | ||
Tenaxis Medical [Member] | |||||
Business Acquisition [Line Items] | |||||
Escrow fund | 5,400,000 | ||||
Contingent consideration | 112,000,000 | ||||
Acquisition related costs | 600,000 | ||||
Estimated Purchase Price | |||||
Upfront cash consideration | 58,871,000 | ||||
Fair value of contingent purchase price | 37,900,000 | ||||
Total purchase price | 96,771,000 | ||||
Assets Acquired and Liabilities Assumed | |||||
Cash and cash equivalents | 914,000 | ||||
Inventory | 307,000 | ||||
Developed product rights | 93,900,000 | ||||
Goodwill | 25,063,000 | ||||
Other assets | 131,000 | ||||
Total Assets | 120,315,000 | ||||
Accounts payable | 161,000 | ||||
Contingent purchase price | 37,900,000 | ||||
Deferred tax liability | 23,160,000 | ||||
Other liabilities | 223,000 | ||||
Total Liabilities | 61,444,000 | ||||
Total purchase price | 58,871,000 | ||||
Commercial Milestones [Member] | Tenaxis Medical [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $112,000,000 |
Acquisitions_Pro_Forma_Details
Acquisitions (Pro Forma) (Details) (Tenaxis Medical [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Tenaxis Medical [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net revenue | $724,599 | $695,473 |
Net loss | ($35,023) | ($32,743) |
Basic loss per common share (USD per share) | ($0.54) | ($0.56) |
Diluted loss per common share (USD per share) | ($0.54) | ($0.56) |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | ||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Intangible Assets, Weighted-Average Useful Life (in years) | 12 years 6 months | |||||||
Gross Carrying Amount | $271,536,000 | $93,136,000 | $271,536,000 | |||||
Accumulated Amortization and other charges | -91,557,000 | -39,043,000 | -91,557,000 | |||||
Net Carrying Amount | 179,979,000 | 54,093,000 | 179,979,000 | |||||
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||||||||
Payments to Acquire Intangible Assets | 15,000,000 | 0 | 36,678,000 | |||||
Intangible Assets, Amortization Expense | 52,500,000 | 28,500,000 | 4,400,000 | |||||
Future Amortization Expense, 2015 | 14,600,000 | 14,600,000 | ||||||
Future Amortization Expense, 2016 | 13,200,000 | 13,200,000 | ||||||
Future Amortization Expense, 2017 | 13,300,000 | 13,300,000 | ||||||
Future Amortization Expense, 2018 | 13,300,000 | 13,300,000 | ||||||
Future Amortization Expense, 2019 | 12,900,000 | 12,900,000 | ||||||
Future Amortization Expense, thereafter | 112,600,000 | 112,600,000 | ||||||
Indefinite-lived Intangible Assets | 712,680,000 | 782,180,000 | 712,680,000 | |||||
In Process Research and Development [Member] | ||||||||
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||||||||
Indefinite-lived Intangible Assets | 650,680,000 | 720,180,000 | 650,680,000 | |||||
Recothrom Option [Member] | ||||||||
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||||||||
Indefinite-lived Intangible Assets | 62,000,000 | 62,000,000 | 62,000,000 | |||||
Customer relationships [Member] | ||||||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Gross Carrying Amount | 7,457,000 | [1] | 7,457,000 | [1] | 7,457,000 | [1] | ||
Accumulated Amortization and other charges | -7,457,000 | [1] | -5,631,000 | [1] | -7,457,000 | [1] | ||
Net Carrying Amount | 0 | [1] | 1,826,000 | [1] | 0 | [1] | ||
Selling rights agreements [Member] | ||||||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Intangible Assets, Weighted-Average Useful Life (in years) | 1 month 6 days | |||||||
Gross Carrying Amount | 9,125,000 | [1] | 9,125,000 | [1] | 9,125,000 | [1] | ||
Accumulated Amortization and other charges | -8,961,000 | [1] | -5,870,000 | [1] | -8,961,000 | [1] | ||
Net Carrying Amount | 164,000 | [1] | 3,255,000 | [1] | 164,000 | [1] | ||
Trademarks [Member] | ||||||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Gross Carrying Amount | 3,024,000 | [1] | 3,024,000 | [1] | 3,024,000 | [1] | ||
Accumulated Amortization and other charges | -3,024,000 | [1] | -2,284,000 | [1] | -3,024,000 | [1] | ||
Net Carrying Amount | 0 | [1] | 740,000 | [1] | 0 | [1] | ||
Product License [Member] | ||||||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Intangible Assets, Weighted-Average Useful Life (in years) | 6 months | |||||||
Gross Carrying Amount | 71,000,000 | [2] | 71,530,000 | [2] | 71,000,000 | [2] | ||
Accumulated Amortization and other charges | -65,602,000 | [2] | -25,067,000 | [2] | -65,602,000 | [2] | ||
Net Carrying Amount | 5,398,000 | [2] | 46,463,000 | [2] | 5,398,000 | [2] | ||
Developed Technology Rights [Member] | ||||||||
Intangible Assets and Goodwill [Line Items] | ||||||||
Intangible Assets, Weighted-Average Useful Life (in years) | 11 years 10 months 24 days | |||||||
Gross Carrying Amount | 180,930,000 | [3] | 2,000,000 | [3] | 180,930,000 | [3] | ||
Accumulated Amortization and other charges | -6,513,000 | [3] | -191,000 | [3] | -6,513,000 | [3] | ||
Net Carrying Amount | 174,417,000 | [3] | 1,809,000 | [3] | 174,417,000 | [3] | ||
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||||||||
Finite-Lived Intangible Assets, Transfers In | 69,500,000 | |||||||
Tenaxis Medical [Member] | ||||||||
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||||||||
Payments to Acquire Intangible Assets | $15,000,000 | |||||||
[1] | The Company amortizes intangible assets related to Angiox through the end of its patent life. | |||||||
[2] | The Company amortizes intangible assets related to the product licenses over their expected useful lives. | |||||||
[3] | The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill Goodwill (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jan. 31, 2013 | Aug. 05, 2013 |
Goodwill [Roll Forward] | |||||
Balance at beginning of period | $257,694 | $14,671 | |||
Translation adjustments | 3,775 | -1,259 | |||
Balance at end of period | 286,532 | 257,694 | |||
Tenaxis Medical [Member] | |||||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | 25,063 | ||||
Goodwill resulting from acquisition | 25,063 | 0 | |||
Balance at end of period | 25,063 | ||||
Incline Therapeutics, Inc. [Member] | |||||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | 102,613 | ||||
Goodwill resulting from acquisition | 0 | 102,613 | |||
Balance at end of period | 102,613 | ||||
Recothrom [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill resulting from acquisition | 0 | 21,000 | |||
ProFibrix [Member] | |||||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | 52,037 | ||||
Goodwill resulting from acquisition | 0 | 52,037 | |||
Balance at end of period | 52,037 | ||||
Rempex [Member] | |||||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | 68,632 | ||||
Goodwill resulting from acquisition | 0 | 68,632 | |||
Balance at end of period | $68,632 |
Accrued_Expenses_Accrued_Expen1
Accrued Expenses Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities [Abstract] | ||
Royalties | $26,821 | $44,260 |
Research and development services | 29,726 | 14,846 |
Compensation related | 43,992 | 35,492 |
Product returns, rebates and other fees | 6,495 | 5,699 |
Legal, accounting and other | 14,045 | 14,487 |
Manufacturing, logistics and related fees | 30,919 | 23,722 |
Sales and marketing | 6,939 | 3,469 |
Interest | 315 | 315 |
Accrued expenses | $159,252 | $142,290 |
Convertible_Senior_Notes_Detai
Convertible Senior Notes (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | Jun. 29, 2012 | |
D | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $246,676,000 | $236,088,000 | ||
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 (less than) | 98.00% | |||
Conversion ratio | 35.8038 | |||
Conversion price | $27.93 | |||
Percent of principal amount plus accrued and unpaid interest | 100.00% | |||
Percent of principal amount | 25.00% | |||
Percent of principal amount, plus accrued and unpaid interest, due and payable | 100.00% | |||
Percent of principal amount, plus accrued and unpaid interest, due and payable if bankruptcy, insolvency or reorganization occurs | 100.00% | |||
Initial discount amortization period | 5 years | |||
Deferred tax asset | 1,500,000 | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 275,000,000 | 275,000,000 | ||
Interest rate | 1.38% | |||
Proceeds from offering | $266,200,000 |
Convertible_Senior_Notes_Liabi
Convertible Senior Notes (Liability Component) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Debt Disclosure [Abstract] | ||||
Principal | $275,000,000 | $275,000,000 | ||
Less: Debt discount, net | -28,324,000 | [1] | -38,912,000 | [1] |
Net carrying amount | 246,676,000 | 236,088,000 | ||
Fair value of Notes | $262,000,000 | |||
Remaining contractual life | 2 years 4 months 24 days | |||
[1] | Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the Notes using the effective interest rate method |
Convertible_Senior_Notes_Inter
Convertible Senior Notes (Interest Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | |||
Contractual interest expense | $3,781 | $3,781 | $2,101 |
Amortization of debt issuance costs | 1,332 | 1,179 | 598 |
Amortization of debt discount | 10,588 | 9,978 | 5,306 |
Total interest expense | $15,701 | $14,938 | $8,005 |
Effective interest rate of the liability component | 6.02% | 6.02% |
Convertible_Senior_Notes_Note_
Convertible Senior Notes (Note Hedges) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2012 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Aggregate amount of hedge | $58.20 | |
Shares exercisable upon conversion | 9.8 | 9.8 |
Fair value of Note Hedge | $58.10 |
Convertible_Senior_Notes_Warra
Convertible Senior Notes (Warrants) (Details) (USD $) | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2012 |
Debt Disclosure [Abstract] | ||
Proceeds from sale of warrants | $38.40 | |
Shares exercisable upon conversion | 9.8 | 9.8 |
Strike price | $34.20 |
Stockholders_Equity_Stockholde
Stockholders' Equity Stockholders' Equity (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 05, 2012 | |
Stockholders' Equity Attributable to Parent [Abstract] | |||||
Preferred stock authorized, shares | 5,000,000 | 5,000,000 | |||
Employee stock purchase, shares | 864,457 | 3,547,431 | 1,487,642 | ||
Employee stock purchases | $17,343,000 | $74,213,000 | $22,932,000 | ||
Issuance of restricted stock awards, shares | 212,136 | 237,413 | 352,391 | ||
Stock repurchase program, authorized amount | $50,000,000 | $50,000,000 | |||
Number of shares held in treasury | 2,192,982 | 2,192,982 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 30-May-13 | 31-May-14 | 31-May-00 | Apr. 30, 1998 | Feb. 28, 2009 | Dec. 31, 2007 | Apr. 30, 2004 | 31-May-01 | Jun. 30, 2011 | Jun. 30, 2010 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Weighted average grant date fair aalue | $12.34 | $13.76 | $8.95 | |||||||||||
Intrinsic value, exercised in period | $8.20 | $43.50 | $10.40 | |||||||||||
Total unrecognized compensation costs related to non-vested share-based compensation. | 33.6 | |||||||||||||
Weighted average period over which costs will be recognized | 1 year 5 months 12 days | |||||||||||||
Plan 2013 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option term | 10 years | |||||||||||||
Periodic period for vesting term | 3 years | |||||||||||||
Number of shares authorized | 13,166,879 | |||||||||||||
Common stock available for issuance | 3,700,000 | |||||||||||||
Number of shares in pool | 1.7 | 1.98 | ||||||||||||
Vesting rights percentage | 25.00% | |||||||||||||
Vesting period | 1 year | |||||||||||||
Initial grants to each director | 320,000 | |||||||||||||
Grants on date of annual meeting | 215,000 | |||||||||||||
Grants to lead director | 5,000 | |||||||||||||
Number of vesting installments | 36 | |||||||||||||
Plan 2009 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option term | 10 years | |||||||||||||
Periodic period for vesting term | 3 years | |||||||||||||
Number of shares authorized | 1,500,000 | |||||||||||||
Vesting rights percentage | 25.00% | |||||||||||||
Vesting period | 1 year | |||||||||||||
Stock issued | 69,671 | |||||||||||||
Plan 2007 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option term | 10 years | |||||||||||||
Periodic period for vesting term | 3 years | |||||||||||||
Number of shares authorized | 1,700,000 | |||||||||||||
Vesting rights percentage | 25.00% | |||||||||||||
Vesting period | 1 year | |||||||||||||
Stock issued | 24,700 | |||||||||||||
Plan 2004 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 13,900,000 | |||||||||||||
Vesting rights percentage | 25.00% | |||||||||||||
Recorded stock-based compensation expense | 0.3 | 6.1 | 4.7 | |||||||||||
Total unrecognized compensation costs related to non-vested share-based compensation. | 6.4 | |||||||||||||
Weighted average period over which costs will be recognized | 1 year 1 month 17 days | |||||||||||||
Shares vested in period, fair value | 7.1 | 7.5 | 4 | |||||||||||
Awarded | 12,290,910 | |||||||||||||
Options outstanding | 5,294,384 | |||||||||||||
Plan 2001 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options outstanding | 11,500 | |||||||||||||
Number of shares authorized | 1,250,000 | |||||||||||||
Stock issued | 1,099,241 | |||||||||||||
ESPP 2010 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 1,000,000 | |||||||||||||
Stock issued | 155,867 | 121,845 | ||||||||||||
Recorded stock-based compensation expense | 1.2 | 1 | ||||||||||||
Percentage discount from offering date | 85.00% | |||||||||||||
Maximum employee subscription rate | 5.00% | |||||||||||||
Available for future grant | 388,340 | |||||||||||||
ESPP 2000 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 805,500 | |||||||||||||
Stock issued | 805,437 | |||||||||||||
Percentage discount from offering date | 85.00% | |||||||||||||
Maximum employee subscription rate | 5.00% | |||||||||||||
Plan 1998 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option term | 10 years | |||||||||||||
Periodic period for vesting term | 4 years | |||||||||||||
Options outstanding | 24,490 | |||||||||||||
Number of shares authorized | 6,118,259 | |||||||||||||
Stock issued | 5,046,587 | |||||||||||||
Director Plan 2000 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options outstanding | 0 | |||||||||||||
Stock issued | 177,086 | |||||||||||||
Restricted Stock and ESPP [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Recorded stock-based compensation expense | 34.3 | 23 | 15 | |||||||||||
Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option term | 10 years | |||||||||||||
Periodic period for vesting term | 4 years | |||||||||||||
Options granted | 2,825,451 | 2,263,649 | 1,619,702 | |||||||||||
Options outstanding | 8,984,763 | 7,616,404 | 9,112,032 | 9,136,677 | ||||||||||
Recorded stock-based compensation expense | $32.80 | $15.90 | $9.60 | |||||||||||
Available for future grant | 2,656,366 | |||||||||||||
Stock Options [Member] | Plan 2013 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options granted | 3,902,596 | |||||||||||||
Options outstanding | 3,560,018 |
ShareBased_Compensation_Stock_
Share-Based Compensation (Stock Option Activity) (Details) (Stock Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | |||
Number of Shares | |||
Beginning balance | 7,616,404 | 9,112,032 | 9,136,677 |
Granted | 2,825,451 | 2,263,649 | 1,619,702 |
Exercised | -708,590 | -3,425,586 | -1,342,739 |
Forfeited and expired | -748,502 | -333,691 | -301,608 |
Ending balance | 8,984,763 | 7,616,404 | 9,112,032 |
Vested and expected to vest | 8,670,134 | ||
Exercisable | 5,207,526 | ||
Available for future grant | 2,656,366 | ||
Weighted-Average Exercise Price Per Share | |||
Beginning balance (USD per share) | $22.83 | $18.61 | $18.51 |
Granted (USD per share) | $27.80 | $32.20 | $17.04 |
Exercised (USD per share) | $19.25 | $20.79 | $11.04 |
Forfeited and expired (USD per share) | $30.12 | $23.29 | $17.30 |
Ending balance (USD per share) | $24.07 | $22.83 | $18.61 |
Vested and expected to vest (USD per share) | $23.92 | ||
Exercisable (USD per share) | $21.15 | ||
Weighted- Average Remaining Contractual Term | |||
Outstanding | 6 years 5 months 23 days | ||
Vested and expected to vest | 6 years 4 months 21 days | ||
Exercisable | 4 years 10 months 2 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $45,251,635 | ||
Vested and expected to vest | 44,766,760 | ||
Exercisable | $38,634,832 |
ShareBased_Compensation_Weight
Share-Based Compensation (Weighted Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 50.25% | 48.30% | 46.50% |
Risk-free interest rate | 1.54% | 1.08% | 0.83% |
Expected option term | 4 years 11 months 16 days | 5 years 26 days | 4 years 11 months 12 days |
Restricted Stock and ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 38.97% | 32.46% | 36.25% |
Risk-free interest rate | 0.07% | 0.09% | 14.00% |
Expected option term | 6 months | 6 months | 6 months |
ShareBased_Compensation_Restri
Share-Based Compensation (Restricted Stock Awards) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | |||
Number of Shares | |||
Beginning balance | 602,579 | 613,111 | 449,261 |
Awarded | 306,161 | 266,388 | 369,158 |
Vested | -94,025 | -28,975 | -16,767 |
Forfeited | -238,028 | -247,945 | -188,541 |
Ending balance | 576,687 | 602,579 | 613,111 |
Weighted Average Grant-Date Fair Value | |||
Beginning balance (USD per share) | $24.97 | $18.93 | $14.70 |
Awarded (USD per share) | $29.84 | $31.80 | $21.89 |
Vested (USD per share) | $28.59 | $22.88 | $14.49 |
Forfeited (USD per share) | $23.69 | $17.61 | $15.03 |
Ending balance (USD per share) | $27.50 | $24.97 | $18.93 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Jun. 29, 2012 | ||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||||||||||||||
Net income attributable to The Medicines Company | ($32,210) | $15,512 | $51,254 | ||||||||||||||
Net weighted average common shares outstanding, basic | 64,473,000 | 58,096,000 | 53,545,000 | ||||||||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes | 0 | 4,556,000 | 1,801,000 | ||||||||||||||
Weighted average common shares outstanding, diluted | 64,473,000 | 62,652,000 | 55,346,000 | ||||||||||||||
Income per common share attributable to The Medicines Company, basic (USD per share) | ($0.08) | [1],[2] | ($0.26) | ($0.08) | [1] | ($0.08) | $0.02 | [3] | $0.13 | $0.33 | ($0.21) | [4] | ($0.50) | $0.27 | $0.96 | ||
Income per common share attributable to The Medicines Company, diluted (USD per share) | ($0.08) | [1],[2] | ($0.26) | ($0.08) | [1] | ($0.08) | $0.02 | [3] | $0.12 | $0.30 | ($0.21) | [4] | ($0.50) | $0.25 | $0.93 | ||
Convertible senior notes (due 2017) | 246,676 | 236,088 | 246,676 | 236,088 | |||||||||||||
Dilutive effect of conversion of the Notes | 383,844 | ||||||||||||||||
Shares exercisable upon conversion | 9,800,000 | 9,800,000 | 9,800,000 | ||||||||||||||
Strike price | $34.20 | $34.20 | |||||||||||||||
Dilutive effect of warrants | 107,263 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||||||||||||||
Antidilutive shares excluded from computation of earnings per share | 3,910,115 | 1,335,570 | 3,171,163 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||||||||||||||
Antidilutive shares excluded from computation of earnings per share | 5,791 | 0 | 77,235 | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||||||||||||||
Convertible senior notes (due 2017) | 275,000 | $275,000 | |||||||||||||||
Interest rate | 1.38% | ||||||||||||||||
[1] | Net loss for the second and fourth quarters of 2014 includes impairment charges on product licenses in the amount of $15.1 million and $6.4 million, respectively to cost of sales, as a result of reductions 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). | ||||||||||||||||
[2] | In December 2014, the Company entered into a settlement and amendment to the merger agreement with Incline Therapeutics, Inc., which resulted in revisions to certain milestone triggers, a reduction in total milestone payments and the release of the escrow funds to the Company. As a result, net loss for the fourth quarter of 2014 includes $25.7 million in one-time income in connection with the settlement with the former equityholders of Incline related to the representations and warranties included in the merger agreement. | ||||||||||||||||
[3] | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. | ||||||||||||||||
[4] | Net loss for the first quarter of 2013 includes licensing costs of $25.0 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 26, 2009 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | |
Deferred tax assets | $33,100,000 | $13,500,000 | ||
Deferred tax assets (liabilities), noncurrent | -164,500,000 | -128,700,000 | ||
Increase in valuation allowance | 39,700,000 | |||
Deferred tax asset valuation allowance | 43,874,000 | 4,186,000 | ||
Unrecognized tax benefit affect if recognized | 8,800,000 | 8,100,000 | ||
Alternative Minimum Tax Credit [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Tax carryforwards | 4,900,000 | |||
Foreign Net Operating Losses [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Tax carryforwards | $169,800,000 | |||
Targanta [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Percentage of voting interests acquired | 100.00% |
Income_Taxes_Benefit_From_Prov
Income Taxes (Benefit From (Provision) Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $1,388 | ($8,889) | ($2,492) |
State | -160 | -287 | -1,309 |
Foreign | 44 | -2,456 | -863 |
Total current | 1,272 | -11,632 | -4,664 |
Deferred: | |||
Federal | 5,357 | -10,726 | -26,388 |
State | 208 | 20,999 | -3,920 |
Foreign | 0 | -1 | -66 |
Total deferred | 5,565 | 10,272 | -30,374 |
Income tax provision (benefit) | $6,837 | ($1,360) | ($35,038) |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Domestic | ($19,730) | $17,516 | $92,998 |
International | -19,318 | -644 | -6,790 |
Total | ($39,048) | $16,872 | $86,208 |
Income_Taxes_Effective_Income_
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Statutory rate applied to pre-tax income | ($13,667) | $5,905 | $30,202 |
State income taxes, net of federal benefit | -31 | -13,463 | 3,399 |
Foreign | 6,946 | 1,854 | 2,136 |
Revaluation of contingent purchase price | 3,742 | 5,930 | -511 |
Tax credits | -2,598 | -6,052 | -1,712 |
Lobbying costs | 60 | 0 | 171 |
Acquisition costs | 198 | 3,024 | 0 |
Meals and entertainment | 502 | 468 | 386 |
Uncertain tax positions | -101 | 2,574 | 542 |
Other | 1,461 | 1,120 | 425 |
Deferred Tax Asset Adjustment | -3,349 | 0 | 0 |
Income tax provision (benefit) | ($6,837) | $1,360 | $35,038 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $81,603 | $49,451 |
Tax credits | 17,451 | 13,279 |
Intangible assets | 7,828 | 29,370 |
Stock based compensation | 22,427 | 16,371 |
Other | 20,103 | 16,174 |
Total deferred tax assets | 149,412 | 124,645 |
Valuation allowance | -43,874 | -4,186 |
Total deferred tax assets net of valuation allowance | 105,538 | 120,459 |
Deferred tax liabilities: | ||
Fixed assets | -5,099 | -4,044 |
Indefinite lived intangible assets | -231,818 | -231,662 |
Total deferred tax liabilities | 236,917 | 235,706 |
Net deferred tax liabilities | ($131,379) | ($115,247) |
Income_Taxes_Tax_Expiration_De
Income Taxes (Tax Expiration) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | $110,285 |
Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 18,216 |
Year of Expiration 2018 Through 2024 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 0 |
Year of Expiration 2018 Through 2024 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 0 |
Year of Expiration 2027 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 6,256 |
Year of Expiration 2027 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 840 |
Year of Expiration 2028 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 40,193 |
Year of Expiration 2028 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 2,108 |
Year of Expiration 2029 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 9,742 |
Year of Expiration 2029 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 1,148 |
Year of Expiration 2030 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 5,281 |
Year of Expiration 2030 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 1,162 |
Year of Expiration 2031 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 3,292 |
Year of Expiration 2031 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 3,097 |
Year of Expiration 2032 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 2,917 |
Year of Expiration 2032 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 3,622 |
Year of Expiration 2033 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 38,155 |
Year of Expiration 2033 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 3,239 |
Year of Expiration 2034 [Member] | General Business Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | 4,449 |
Year of Expiration 2034 [Member] | Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax carryforwards | $3,000 |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Beginning of period | $8,123 | $2,433 |
Additions related to current year tax positions | 519 | 600 |
Additions for prior year tax positions | 818 | 5,090 |
Reductions for prior year tax positions | -621 | |
Ending of period | $8,839 | $8,123 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Liabilities: | |||
Contingent purchase price | $140,712 | $302,363 | |
Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Money market | 6,030 | 45,950 | |
Total assets at fair value | 6,030 | 45,950 | |
Liabilities: | |||
Contingent purchase price | 351,134 | 302,363 | |
Total liabilities at fair value | 351,134 | 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 | 351,134 | 302,363 | 18,971 |
Total liabilities at fair value | 351,134 | 302,363 | |
Incline Therapeutics, Inc. [Member] | |||
Liabilities: | |||
Contingent purchase price | 123,800 | 115,890 | |
Targanta [Member] | |||
Liabilities: | |||
Contingent purchase price | 6,334 | 5,573 | |
ProFibrix [Member] | |||
Liabilities: | |||
Contingent purchase price | 88,600 | 84,000 | |
Commercial Milestones [Member] | Rempex [Member] | |||
Liabilities: | |||
Contingent purchase price | 80,800 | 87,900 | |
Sales Milestone [Member] | Rempex [Member] | |||
Liabilities: | |||
Contingent purchase price | $10,900 | $9,000 |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Inputs) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 140,712 | 302,363 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 351,134 | 302,363 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 351,134 | 302,363 | 18,971 |
Targanta [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 6,334 | 5,573 | |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 20.00% | 20.00% | |
Discount rate | 11.00% | 11.00% | |
Incline Therapeutics, Inc. [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 123,800 | 115,890 | |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 83.00% | ||
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] | |||
Probabilities of success | 64.00% | ||
Incline Therapeutics, Inc. [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 100.00% | ||
ProFibrix [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 88,600 | 84,000 | |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 92.00% | ||
ProFibrix [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 5.00% | ||
Discount rate | 2.50% | ||
ProFibrix [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 95.00% | ||
Discount rate | 24.10% | ||
Commercial Milestones [Member] | Rempex [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 80,800 | 87,900 | |
Commercial Milestones [Member] | Rempex [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 63.00% | 63.00% | |
Commercial Milestones [Member] | Rempex [Member] | Minimum [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 11.00% | 11.00% | |
Discount rate | 1.50% | 1.50% | |
Commercial Milestones [Member] | Rempex [Member] | Maximum [Member] | Adjusted Discounted Cash Flow [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 95.00% | 95.00% | |
Discount rate | 3.70% | 4.38% | |
Sales Milestone [Member] | Incline Therapeutics, Inc. [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 79.00% | ||
Sales Milestone [Member] | Incline Therapeutics, Inc. [Member] | Minimum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 60.00% | ||
Sales Milestone [Member] | Incline Therapeutics, Inc. [Member] | Maximum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 85.00% | ||
Sales Milestone [Member] | ProFibrix [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 91.00% | ||
Sales Milestone [Member] | ProFibrix [Member] | Minimum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 5.00% | ||
Discount rate | 4.90% | ||
Sales Milestone [Member] | ProFibrix [Member] | Maximum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 95.00% | ||
Discount rate | 17.50% | ||
Sales Milestone [Member] | Rempex [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 10,900 | 9,000 | |
Sales Milestone [Member] | Rempex [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 17.00% | 18.00% | |
Sales Milestone [Member] | Rempex [Member] | Minimum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 0.90% | 9.00% | |
Discount rate | 1.50% | 2.00% | |
Sales Milestone [Member] | Rempex [Member] | Maximum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 49.00% | 49.00% | |
Discount rate | 4.50% | 5.40% | |
Sales Milestone [Member] | Tenaxis Medical [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Contingent purchase price | 40,700 | ||
Sales Milestone [Member] | Tenaxis Medical [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 84.00% | ||
Sales Milestone [Member] | Tenaxis Medical [Member] | Minimum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 5.00% | ||
Discount rate | 1.00% | ||
Sales Milestone [Member] | Tenaxis Medical [Member] | Maximum [Member] | Risk Adjusted Revenue Simulation [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probabilities of success | 100.00% | ||
Discount rate | 20.00% |
Fair_Value_Measurements_Level_1
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Ending balance | $140,712,000 | $302,363,000 |
Transfers from Level 1 to Level 2 | 0 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Ending balance | 351,134,000 | 302,363,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 302,363,000 | 18,971,000 |
Fair value adjustment to contingent purchase price included in net income (loss) | 10,871,000 | 16,942,000 |
Ending balance | 351,134,000 | 302,363,000 |
Incline Therapeutics, Inc. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of contingent purchase price | 0 | 87,200,000 |
ProFibrix [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of contingent purchase price | 0 | 82,550,000 |
Rempex [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of contingent purchase price | 0 | 96,700,000 |
Tenaxis Medical [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of contingent purchase price | $37,900,000 | $0 |
Restructuring_Costs_and_Other_2
Restructuring Costs and Other, Net (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | |||
Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Oct. 22, 2014 | Dec. 31, 2014 | |
Employee | Employee | Employee | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Costs | $300,000 | |||||||
Number of positions eliminated due to restructuring | 66 | |||||||
Employee serverance and other personnel benefits: | ||||||||
Restructuring Reserve, Beginning of Period | 370,000 | 1,009,000 | ||||||
Expenses, Net | 9,007,000 | 6,358,000 | ||||||
Cash | -632,000 | -5,699,000 | -800,000 | -300,000 | ||||
Noncash | -851,000 | -1,298,000 | ||||||
Restructuring Reserve, End of Period | 7,894,000 | 370,000 | 1,009,000 | 7,894,000 | ||||
Employee Severance [Member] | ||||||||
Employee serverance and other personnel benefits: | ||||||||
Restructuring Reserve, Beginning of Period | 370,000 | 0 | ||||||
Expenses, Net | 0 | 6,358,000 | ||||||
Cash | 0 | -5,699,000 | ||||||
Noncash | -370,000 | -289,000 | ||||||
Restructuring Reserve, End of Period | 0 | 370,000 | 0 | |||||
2011 Leipzig Closure and Other Associated Costs [Member] | ||||||||
Employee serverance and other personnel benefits: | ||||||||
Restructuring Reserve, Beginning of Period | 1,009,000 | |||||||
Expenses, Net | 0 | |||||||
Cash | 0 | |||||||
Noncash | -1,009,000 | |||||||
Restructuring Reserve, End of Period | 0 | |||||||
European Leases and Equipment Write-Off [Member] | ||||||||
Employee serverance and other personnel benefits: | ||||||||
Restructuring Reserve, Beginning of Period | 0 | |||||||
Expenses, Net | 347,000 | |||||||
Cash | 0 | |||||||
Noncash | -147,000 | |||||||
Restructuring Reserve, End of Period | 200,000 | 200,000 | ||||||
Facility Closing [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of positions eliminated due to restructuring | 10 | |||||||
Restructuring Charges | 2,200,000 | |||||||
Additional restructuring charges | 200,000 | |||||||
European Workforce Reduction [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of positions eliminated due to restructuring | 46 | |||||||
Restructuring Charges | 9,000,000 | |||||||
Employee serverance and other personnel benefits: | ||||||||
Cash | -600,000 | |||||||
Noncash | -500,000 | |||||||
European Workforce Reduction [Member] | Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 8,700,000 | |||||||
Employee serverance and other personnel benefits: | ||||||||
Restructuring Reserve, Beginning of Period | 0 | |||||||
Expenses, Net | 8,660,000 | |||||||
Cash | -632,000 | |||||||
Noncash | -334,000 | |||||||
Restructuring Reserve, End of Period | $7,694,000 | $7,694,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | 1-May-14 | Feb. 28, 2015 | Feb. 02, 2015 | Jun. 30, 2012 | Jun. 29, 2012 | Jan. 13, 2015 | Oct. 01, 2014 | ||
sqft | sqft | ||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | $139,382,000 | [1],[2] | |||||||||||
2016 | 15,239,000 | [1],[2] | |||||||||||
2017 | 288,225,000 | [1],[2] | |||||||||||
2018 | 7,404,000 | [1],[2] | |||||||||||
2019 | 7,417,000 | [1],[2] | |||||||||||
Later Years | 48,540,000 | [1],[2] | |||||||||||
Total | 506,207,000 | [1],[2] | |||||||||||
Principal | 275,000,000 | 275,000,000 | 275,000,000 | ||||||||||
Convertible senior notes (due 2017) | 246,676,000 | 236,088,000 | 236,088,000 | ||||||||||
Square footage of real estate property | 173,146 | ||||||||||||
Operating leases, percent | 88.80% | ||||||||||||
Aggregate rent expense under property leases | 8,500,000 | 7,300,000 | 5,800,000 | ||||||||||
Inventories [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 52,174,000 | [1],[2] | |||||||||||
2016 | 783,000 | [1],[2] | |||||||||||
2017 | 130,000 | [1],[2] | |||||||||||
2018 | 130,000 | [1],[2] | |||||||||||
2019 | 130,000 | [1],[2] | |||||||||||
Later Years | 0 | [1],[2] | |||||||||||
Total | 53,347,000 | [1],[2] | |||||||||||
Long-term Debt [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 3,781,000 | [1],[2] | |||||||||||
2016 | 3,781,000 | [1],[2] | |||||||||||
2017 | 276,576,000 | [1],[2] | |||||||||||
2018 | 0 | [1],[2] | |||||||||||
2019 | 0 | [1],[2] | |||||||||||
Later Years | 0 | [1],[2] | |||||||||||
Total | 284,138,000 | [1],[2] | |||||||||||
Research and Development Arrangement [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 72,617,000 | [1],[2] | |||||||||||
2016 | 1,952,000 | [1],[2] | |||||||||||
2017 | 3,210,000 | [1],[2] | |||||||||||
2018 | 44,000 | [1],[2] | |||||||||||
2019 | 10,000 | [1],[2] | |||||||||||
Later Years | 0 | [1],[2] | |||||||||||
Total | 77,833,000 | [1],[2] | |||||||||||
Operating Leases [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 8,221,000 | [1],[2] | |||||||||||
2016 | 7,556,000 | [1],[2] | |||||||||||
2017 | 8,235,000 | [1],[2] | |||||||||||
2018 | 7,230,000 | [1],[2] | |||||||||||
2019 | 7,277,000 | [1],[2] | |||||||||||
Later Years | 48,540,000 | [1],[2] | |||||||||||
Total | 87,059,000 | [1],[2] | |||||||||||
Selling, General and Administrative [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 2,589,000 | [1],[2] | |||||||||||
2016 | 1,167,000 | [1],[2] | |||||||||||
2017 | 74,000 | [1],[2] | |||||||||||
2018 | 0 | [1],[2] | |||||||||||
2019 | 0 | [1],[2] | |||||||||||
Later Years | 0 | [1],[2] | |||||||||||
Total | 3,830,000 | [1],[2] | |||||||||||
Research and Development and Selling, General Administrative [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Total | 9,600,000 | ||||||||||||
Biogen Idec and HRI [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Royalties | 131,300,000 | 140,700,000 | 122,200,000 | ||||||||||
Cleviprex [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Royalties | 800,000 | 1,000,000 | 1,000,000 | ||||||||||
Recothrom [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Royalties | 7,500,000 | 7,400,000 | |||||||||||
Lonza Braine [Member] | Inventories [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 20,100,000 | ||||||||||||
Targanta [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 49,400,000 | ||||||||||||
Additional payments | 25,000,000 | ||||||||||||
Incline Therapeutics, Inc. [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 189,300,000 | ||||||||||||
Additional payments | 113,000,000 | ||||||||||||
ProFibrix [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 140,000,000 | ||||||||||||
Alnylam Pharmaceuticals, Inc. [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 170,000,000 | 180,000,000 | |||||||||||
Pfizer [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 422,000,000 | ||||||||||||
AstraZeneca [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment for milestone met | 54,500,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Convertible senior notes (due 2017) | 275,000,000 | 275,000,000 | |||||||||||
Rempex [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Upfront cash consideration | 140,000,000 | ||||||||||||
Contingent consideration | 315,700,000 | ||||||||||||
Tenaxis Medical [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Upfront cash consideration | 58,871,000 | ||||||||||||
Contingent consideration | 112,000,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment to acquire business | 6,500,000 | ||||||||||||
Subsequent Event [Member] | Annovation [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Upfront cash consideration | 28,400,000 | 28,400,000 | |||||||||||
Contingent consideration | 26,300,000 | ||||||||||||
Payment to acquire business | 26,300,000 | ||||||||||||
Subsequent Event [Member] | BMS [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Payment to acquire business | 127,700,000 | ||||||||||||
Convertible Senior Notes Due 2022 [Member] | Subsequent Event [Member] | Senior Notes [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Principal | 400,000,000 | ||||||||||||
Orbactiv [Member] | Inventories [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 23,800,000 | ||||||||||||
Recothrom [Member] | Inventories [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
2015 | 4,500,000 | ||||||||||||
Building [Member] | |||||||||||||
Future Estimated Contract Obligations | |||||||||||||
Square footage of real estate property | 63,000 | ||||||||||||
Lease term | 144 months | ||||||||||||
Annual rent expense | 2,900,000 | ||||||||||||
Expected total obligation for lease | $35,300,000 | ||||||||||||
[1] | This table does not include $400.0 million aggregate principal amount of the convertible senior notes due 2022 issued by us in January 2015 (see Footnote No. 22). | ||||||||||||
[2] | This table does not include any milestone and royalty payments which may become payable to third parties for which the timing and likelihood of such payments are not known, as discussed below. |
Employee_Benefit_Plan_Employee
Employee Benefit Plan Employee Benefit Plan (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | ||||
Employer matching contribution | 50.00% | |||
Maximum contribution of an employee's eligible earnings | 6.00% | |||
Defined Benefit Plan, Contributions by Employer | $1.90 | $1.60 | $1.20 |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
segment | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Number of operating segment | 1 | ||||||||||||||
Net revenue | $190,998 | [1],[2] | $172,401 | $183,774 | [1] | $177,235 | $185,003 | [3] | $174,282 | $172,826 | $155,753 | [4] | $724,408 | $687,864 | $558,588 |
Long-lived assets | 1,227,284 | 1,148,267 | 1,227,284 | 1,148,267 | |||||||||||
United States [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Net revenue | 687,830 | 629,459 | 512,044 | ||||||||||||
Percentage of revenue by geographic segments | 95.00% | 91.50% | 91.70% | ||||||||||||
Long-lived assets | 1,218,370 | 1,139,210 | 1,218,370 | 1,139,210 | |||||||||||
Percentage of long-lived assets by geographic segments | 99.30% | 99.20% | 99.30% | 99.20% | |||||||||||
Europe [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Net revenue | 32,859 | 50,419 | 38,517 | ||||||||||||
Percentage of revenue by geographic segments | 4.50% | 7.30% | 6.90% | ||||||||||||
Long-lived assets | 8,899 | 9,035 | 8,899 | 9,035 | |||||||||||
Percentage of long-lived assets by geographic segments | 0.70% | 0.80% | 0.70% | 0.80% | |||||||||||
Other [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Net revenue | 3,719 | 7,986 | 8,027 | ||||||||||||
Percentage of revenue by geographic segments | 0.50% | 1.20% | 1.40% | ||||||||||||
Long-lived assets | $15 | $22 | $15 | $22 | |||||||||||
Percentage of long-lived assets by geographic segments | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||
[1] | Net loss for the second and fourth quarters of 2014 includes impairment charges on product licenses in the amount of $15.1 million and $6.4 million, respectively to cost of sales, as a result of reductions 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). | ||||||||||||||
[2] | In December 2014, the Company entered into a settlement and amendment to the merger agreement with Incline Therapeutics, Inc., which resulted in revisions to certain milestone triggers, a reduction in total milestone payments and the release of the escrow funds to the Company. As a result, net loss for the fourth quarter of 2014 includes $25.7 million in one-time income in connection with the settlement with the former equityholders of Incline related to the representations and warranties included in the merger agreement. | ||||||||||||||
[3] | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. | ||||||||||||||
[4] | Net loss for the first quarter of 2013 includes licensing costs of $25.0 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. |
Collaboration_Agreements_Detai
Collaboration Agreements (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2014 | Mar. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Co-promotion and profit share income | $24,236,000 | $17,383,000 | $10,000,000 | |||
AstraZeneca [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Maximum payment for success-based development and commercialization milestones | 54,500,000 | |||||
Co-promotion and profit share income | 41,000,000 | |||||
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 | 170,000,000 | 180,000,000 | ||||
Alnylam Pharmaceuticals, Inc. [Member] | Collaborative Arrangement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Milestone payment | 10,000,000 | |||||
Boston Scientific Corporation [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Co-promotion and profit share income | $5,000,000 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | ($4,652) | ($766) | ||
Other comprehensive (loss) income before reclassifications | 7,180 | -3,886 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | 7,180 | -3,886 | ||
Ending balance | 2,528 | -4,652 | ||
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | -4,701 | -825 | ||
Other comprehensive (loss) income before reclassifications | 7,180 | -3,876 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | 7,180 | -3,876 | ||
Ending balance | 2,479 | -4,701 | ||
Unrealized (Gain) Loss on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | 49 | 59 | ||
Other comprehensive (loss) income before reclassifications | 0 | -10 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] |
Total other comprehensive loss | 0 | -10 | ||
Ending balance | $49 | $49 | ||
[1] | Amounts reclassified affect other income in the consolidated statements of income. |
Subsequent_Events_Convertible_
Subsequent Events Convertible Senior Notes (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Jan. 13, 2015 | Dec. 31, 2013 | Jan. 07, 2015 | |
D | D | |||
Debt Instrument [Line Items] | ||||
Convertible senior note amount | $275,000,000 | $275,000,000 | ||
Trading period | 20 | |||
Consecutive trading period | 30 days | |||
Measurement period | 5 days | |||
Percent of trading price (less than) | 98.00% | |||
Conversion ratio | 35.8038 | |||
Conversion price | $27.93 | |||
Subsequent Event [Member] | Convertible Senior Notes Due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible senior note amount | 400,000,000 | |||
Interest rate | 2.50% | |||
Additional purchase amount | 50,000,000 | |||
Proceeds from debt issuance | $387,100,000 | |||
Trading period | 20 | |||
Consecutive trading period | 30 days | |||
Stock price conversion percent threshold | 130.00% | |||
Measurement period | 5 years | |||
Consecutive measurement period | 5 days | |||
Percent of trading price (less than) | 98.00% | |||
Conversion ratio | 29.8806 | |||
Conversion price | $33.47 | |||
Conversion sales price premium percentage | 35.00% | |||
Redemption stock price conversion threshold | 130.00% | |||
Redemption trading period | 19 days | |||
Redemption consecutive trading period | 30 days | |||
Redemption price percentage | 100.00% | |||
Fundamental change repurchase price percentage | 100.00% | |||
Debt default principal amount percentage | 25.00% | |||
Debt default, declared principal amount percentage | 100.00% | |||
Bankruptcy, insolvency, or reorganization, principal amount percentage | 100.00% | |||
Common Stock [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Common stock share price | 24.79 |
Subsequent_Events_Annovation_D
Subsequent Events Annovation (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | |
Feb. 02, 2015 | Feb. 28, 2015 | Feb. 02, 2015 | |
Annovation [Member] | |||
Subsequent Event [Line Items] | |||
Upfront cash consideration | $28,400,000 | $28,400,000 | |
Milestone payments | 26,300,000 | 26,300,000 | |
The General Hospital Corporation [Member] | |||
Subsequent Event [Line Items] | |||
Milestone payments | $6,500,000 | $6,500,000 |
Subsequent_Events_Recothrom_De
Subsequent Events Recothrom (Details) (USD $) | 1 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2013 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payment to acquire business | $6,500,000 | |
BMS [Member] | ||
Subsequent Event [Line Items] | ||
Collaboration fee | 105,000,000 | |
Option fee | 10,000,000 | |
Collaboration term | 2 years | |
BMS [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payment to acquire business | 127,700,000 | |
Inventory | 39,300,000 | |
Maximum payment to acquire business | $4,900,000 | |
Collaboration term | 2 years |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | |||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Net revenue | $190,998,000 | [1],[2] | $172,401,000 | $183,774,000 | [1] | $177,235,000 | $185,003,000 | [3] | $174,282,000 | $172,826,000 | $155,753,000 | [4] | $724,408,000 | $687,864,000 | $558,588,000 | |
Cost of revenue | 66,000,000 | [1],[2] | 69,076,000 | 85,687,000 | [1] | 66,867,000 | 76,339,000 | [3] | 65,794,000 | 63,938,000 | 56,714,000 | [4] | 287,630,000 | 262,785,000 | 177,339,000 | |
Total operating expenses | 225,779,000 | [1],[2] | 185,052,000 | 215,660,000 | [1] | 162,484,000 | 200,865,000 | [3] | 151,509,000 | 143,907,000 | 178,392,000 | [4] | 788,975,000 | 674,673,000 | 475,515,000 | |
Net (loss) income | -5,323,000 | [1],[2] | -16,736,000 | -5,157,000 | [1] | -4,996,000 | 1,198,000 | [3] | 7,793,000 | 18,094,000 | -11,573,000 | [4] | -32,348,000 | 15,260,000 | 51,170,000 | |
Basic (USD per share) | ($0.08) | [1],[2] | ($0.26) | ($0.08) | [1] | ($0.08) | $0.02 | [3] | $0.13 | $0.33 | ($0.21) | [4] | ($0.50) | $0.27 | $0.96 | |
Diluted (USD per share) | ($0.08) | [1],[2] | ($0.26) | ($0.08) | [1] | ($0.08) | $0.02 | [3] | $0.12 | $0.30 | ($0.21) | [4] | ($0.50) | $0.25 | $0.93 | |
Business Acquisition [Line Items] | ||||||||||||||||
Settlement | 25,736,000 | 0 | 0 | |||||||||||||
Impairment charges | 6,400,000 | 15,100,000 | ||||||||||||||
Incline Therapeutics, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Increase in contingent consideration | 10,900,000 | |||||||||||||||
Decrease in deferred lax liability | 13,600,000 | |||||||||||||||
Settlement | 25,700,000 | |||||||||||||||
Alnylam Pharmaceuticals, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Initial payment | $25,000,000 | $25,000,000 | ||||||||||||||
[1] | Net loss for the second and fourth quarters of 2014 includes impairment charges on product licenses in the amount of $15.1 million and $6.4 million, respectively to cost of sales, as a result of reductions 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). | |||||||||||||||
[2] | In December 2014, the Company entered into a settlement and amendment to the merger agreement with Incline Therapeutics, Inc., which resulted in revisions to certain milestone triggers, a reduction in total milestone payments and the release of the escrow funds to the Company. As a result, net loss for the fourth quarter of 2014 includes $25.7 million in one-time income in connection with the settlement with the former equityholders of Incline related to the representations and warranties included in the merger agreement. | |||||||||||||||
[3] | Net income for the fourth quarter of 2013 includes a $10.9 million increase related to the progression in development work for IONSYS related to the Company’s Incline acquisition and a tax benefit of $13.6 million from reducing the Company’s deferred tax liabilities associated with the Incline acquisition. | |||||||||||||||
[4] | Net loss for the first quarter of 2013 includes licensing costs of $25.0 million for a transaction with Alnylam on the PCSK9 RNAi hypercholesterolemia program. |