Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | MEDICINES CO /DE | |
Entity Central Index Key | 1113481 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,229,737 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $607,073 | $370,741 |
Accounts receivable, net of allowances of $49.0 million and $47.0 million at March 31, 2015 and December 31, 2014, respectively | 99,436 | 155,691 |
Inventory | 127,425 | 81,450 |
Deferred tax assets | 33,080 | 33,080 |
Prepaid expenses and other current assets | 14,729 | 16,012 |
Total current assets | 881,743 | 656,974 |
Fixed assets, net | 38,801 | 40,060 |
Intangible assets, net | 1,041,804 | 892,659 |
Goodwill | 314,070 | 286,532 |
Restricted cash | 1,444 | 1,446 |
Other assets | 14,112 | 8,034 |
Total assets | 2,291,974 | 1,885,705 |
Current liabilities: | ||
Accounts payable | 13,633 | 19,799 |
Accrued expenses | 111,896 | 159,252 |
Current portion of contingent purchase price | 215,346 | 210,422 |
Deferred revenue | 10,570 | 14,350 |
Total current liabilities | 351,445 | 403,823 |
Contingent purchase price | 154,206 | 140,712 |
Deferred tax liabilities | 215,133 | 164,459 |
Convertible senior notes (due 2017 and 2022) | 562,725 | 246,676 |
Other liabilities | 7,088 | 9,944 |
Total liabilities | 1,290,597 | 965,614 |
Stockholders' equity: | ||
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value per share,125,000,000 shares authorized; 68,394,935 issued and 66,201,953 outstanding at March 31, 2015 and 67,667,468 issued and 65,474,486 outstanding at December 31, 2014, respectively | 68 | 68 |
Additional paid-in capital | 1,118,654 | 1,045,078 |
Treasury stock, at cost; 2,192,982 shares at March 31, 2015 and December 31, 2014, respectively | -50,000 | -50,000 |
Accumulated deficit | -72,077 | -77,109 |
Accumulated other comprehensive loss | 5,234 | 2,528 |
Total The Medicines Company stockholders' equity | 1,001,879 | 920,565 |
Non-controlling interest in joint venture | -502 | -474 |
Total stockholders' equity | 1,001,377 | 920,091 |
Total liabilities and stockholders' equity | $2,291,974 | $1,885,705 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Share data, unless otherwise specified | ||
Current assets: | ||
Allowances for accounts receivable | $49 | $47 |
Stockholders' equity: | ||
Preferred stock, par value (USD per share) | $1 | $1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $0.00 | $0.00 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 68,394,935 | 67,667,468 |
Common stock, shares outstanding | 66,201,953 | 65,474,486 |
Treasury stock, shares | 2,192,982 | 2,192,982 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net revenue | $126,516 | $177,235 |
Operating expenses: | ||
Cost of revenue | 33,737 | 66,867 |
Research and development | 23,949 | 31,096 |
Selling, general and administrative | 80,534 | 64,521 |
Total operating expenses | 138,220 | 162,484 |
(Loss) income from operations | -11,704 | 14,751 |
Co-promotion and license income | 8,388 | 6,020 |
Gain on remeasurement of equity investment | 22,741 | 0 |
Loss in equity investment | -144 | 0 |
Interest expense | -8,607 | -3,860 |
Other income | 109 | 179 |
Income before income taxes | 10,783 | 17,090 |
Provision for income taxes | -5,777 | -22,095 |
Income (loss) | 5,006 | -5,005 |
Net loss attributable to non-controlling interest | 28 | 9 |
Net income (loss) attributable to The Medicines Company | $5,034 | ($4,996) |
Basic (loss) income per common share attributable to The Medicines Company (USD per share) | $0.08 | ($0.08) |
Diluted (loss) income per common share attributable to The Medicines Company (USD per share) | $0.08 | ($0.08) |
Weighted average number of common shares outstanding: | ||
Basic (shares) | 65,174 | 64,152 |
Diluted (shares) | 66,929 | 64,152 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $5,006 | ($5,005) |
Other comprehensive (loss) income: | ||
Unrealized gain (loss) on available for sale securities | 0 | 0 |
Foreign currency translation adjustment | 2,706 | -129 |
Other comprehensive loss | 2,706 | -129 |
Comprehensive income (loss) | $7,712 | ($5,134) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $5,006 | ($5,005) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,561 | 7,938 |
Amortization of long term debt financing costs | 562 | 320 |
Amortization of debt discount | 4,954 | 2,595 |
Unrealized foreign currency transaction (gain) loss, net | -151 | -113 |
Non-cash share-based compensation expense | 7,618 | 7,372 |
Undistributed loss on equity method investments | 144 | 0 |
Loss on disposal of fixed assets | 530 | 7 |
Deferred tax provision | -433 | 1,669 |
Excess tax benefit from share-based compensation arrangements | 282 | -1,670 |
Gain on remeasurement of equity investment | -22,741 | 0 |
Adjustment to contingent purchase price | 1,417 | 2,264 |
Changes in operating assets and liabilities: | ||
Accrued interest receivable | 1 | |
Accounts receivable | 56,032 | -2,768 |
Inventory | -46,006 | 1,120 |
Prepaid expenses and other current assets | 1,214 | -314 |
Accounts payable | -6,142 | -19,575 |
Accrued expenses | -44,230 | 7,740 |
Deferred revenue | -933 | -4,087 |
Other liabilities | -5,713 | -2,583 |
Net cash used in operating activities | -41,029 | -5,089 |
Cash flows from investing activities: | ||
Proceeds from sale of fixed assets | 250 | 0 |
Purchases of fixed assets | -632 | -3,393 |
Cash used for acquisitions, net | -28,397 | -63 |
Payments for intangible assets | -90,617 | 0 |
Decrease in restricted cash | 17 | 83 |
Net cash used in investing activities | -119,379 | -3,373 |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock | 11,975 | 8,582 |
Milestone payments | -1,000 | 0 |
Proceeds from issuance of convertible senior notes | 400,000 | 0 |
Debt issuance costs | -12,769 | 0 |
Excess tax benefit from share-based compensation arrangements | -282 | 1,670 |
Net cash provided by financing activities | 397,924 | 10,252 |
Effect of exchange rate changes on cash | -1,184 | -141 |
Increase in cash and cash equivalents | 236,332 | 1,649 |
Cash and cash equivalents at beginning of period | 370,741 | 376,727 |
Cash and cash equivalents at end of period | 607,073 | 378,376 |
Supplemental disclosure of cash flow information: | ||
Taxes paid | $45 | $1,180 |
Nature_of_Business
Nature of Business | 3 Months Ended |
Mar. 31, 2015 | |
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 received marketing approval in the United States for three of its product candidates during the second quarter of 2015: IONSYS® (fentanyl iontophoretic transdermal system), RaplixaTM, formerly referred to as FibrocapsTM, and RPX-602, a new formulation of Minocin IV. The Company also has a pipeline of acute and intensive care hospital products in development, including one registration stage product candidate for which it has submitted an application for regulatory approval in the United States, cangrelor, 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 its products and products in development possess favorable attributes that competitive products do not provide, can satisfy unmet medical needs in the acute and intensive care hospital product market and offer, or, in the case of its products in development, have the potential to offer, improved performance to hospital businesses. | |
In addition to these products and 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 | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies |
The Company's significant accounting policies are described in note 2 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission (SEC). | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. | |
The Company's results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2015. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Research and Development | |
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | |
The Company performs research and development for U.S. government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. The Company recorded approximately $3.2 million of reimbursements by the government as a reduction of research and development expenses for the three months ended March 31, 2015. | |
Recent Accounting Pronouncements | |
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. | |
In April 2015, the FASB issued final guidance to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. The guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is 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. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation |
The Company recorded approximately $7.6 million and $7.4 million of share-based compensation expense for the three months ended March 31, 2015 and March 31, 2014, respectively. As of March 31, 2015, there was approximately $40.9 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company's equity compensation plans. The Company expects to recognize those costs over a weighted average period of 1.54 years. | |
During the three months ended March 31, 2015, the Company issued a total of 727,467 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the Company's 2010 employee stock purchase plan (ESPP). During the three months ended March 31, 2014, the Company issued a total of 614,851 shares of its common stock upon the exercise of stock options, pursuant to restricted stock grants and pursuant to purchases under the ESPP. Cash received from the exercise of stock options and purchases through the ESPP during the three months ended March 31, 2015 and March 31, 2014 was $12.0 million and $8.6 million, respectively, and is included within the financing activities section of the consolidated statements of cash flows. |
Earnings_loss_per_Share
Earnings (loss) per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings (loss) per Share | Earnings (loss) per Share | |||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share for the threemonths ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands, except per share amounts) | ||||||||
Basic and diluted | ||||||||
Net income (loss) attributable to The Medicines Company | $ | 5,034 | $ | (4,996 | ) | |||
Weighted average common shares outstanding, basic | 65,174 | 64,152 | ||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of convertible senior notes due 2017 | 1,755 | — | ||||||
Weighted average common shares outstanding, diluted | 66,929 | 64,152 | ||||||
Income (loss) per share attributable to The Medicines Company, basic | $ | 0.08 | $ | (0.08 | ) | |||
Income (loss) per share attributable to The Medicines Company, diluted | $ | 0.08 | $ | (0.08 | ) | |||
Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period, reduced where applicable for outstanding yet unvested shares of restricted common stock. The number of dilutive common stock equivalents was calculated using the treasury stock method. For the three months ended March 31, 2015 and 2014, options to purchase 4,718,541 shares and 2,128,222 shares, respectively, of common stock that could potentially dilute basic earnings per share in the future were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | ||||||||
For the three months ended March 31, 2015, there were no shares of unvested restricted stock excluded from the calculation of diluted earnings per common share. For the three months ended March 31, 2014, there were 373,897 shares of unvested restricted stock excluded from the calculation of diluted loss per common share. | ||||||||
In January 2015, the Company issued, at par value, $400.0 million aggregate principal amount of 2.5% convertible senior notes due 2022 (the 2022 Notes). The conversion rate for the 2022 Notes was initially, and remains 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. For the three months ended March 31, 2015, there was no dilutive effect of the 2022 notes as the stock price did not exceed the conversion price. | ||||||||
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) (see note 10, Convertible Senior Notes). In connection with the issuance of the 2017 Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the 2017 Note Hedges) with several of the initial purchasers of the 2017 Notes, their affiliates and other financial institutions (the 2017 Hedge Counterparties). The options that are part of 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 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. The shares of common stock issuable upon conversion of the 2017 Notes included in diluted shares for the three months ended March 31, 2015 was 55,740 shares. | ||||||||
In addition, in connection with the 2017 Note Hedges, the Company entered into warrant transactions with the 2017 Hedge Counterparties, pursuant to which the Company sold warrants (the 2017 Warrants) to the Hedge Counterparties to purchase, subject to customary anti-dilution adjustments, up to 9.8 million shares of the Company's common stock at a strike price of $34.20 per share. For the three months ended March 31, 2015 and March 31, 2014, the 2017 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 2017 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 2017 Warrants, exceeds the applicable strike price of the 2017 Warrants. However, subject to certain conditions, the Company may elect to settle all of the 2017 Warrants in cash. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
For the three months ended March 31, 2015 and 2014, the Company recorded a $5.8 million and a $22.1 million provision for income taxes, respectively, based upon its estimated federal, state and foreign tax liability for the year. The worldwide effective income tax rates for the Company for the three months ended March 31, 2015 and 2014 were 53.6% and 129.3%, respectively. This decrease in effective tax rate was primarily driven by a decrease in foreign taxable income, offset by an increase in the non-cash tax impact arising from changes in the value of contingent consideration under the Company's agreements for the acquisitions of Targanta Therapeutics Corporation (Targanta), Incline Therapeutics, Inc. (Incline), ProFibrix B.V. (ProFibrix), Rempex Pharmaceuticals, Inc. (Rempex), Tenaxis Medical, Inc. (Tenaxis) and Annovation BioPharma, Inc. (Annovation). The decrease in the effective tax rate is offset by higher tax losses in foreign jurisdictions, driven primarily by the acquisition of ProFibrix from which the Company is unable to record a benefit. | |
The Company continues to evaluate its ability to realize its deferred tax assets on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company's income taxes. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents included cash of $601.0 million and $364.7 million at March 31, 2015 and December 31, 2014, respectively. Cash and cash equivalents at March 31, 2015 and December 31, 2014 also included investments of $6.0 million in money market funds and commercial paper with original maturities of less than three months. | |
The Company did not hold any available for sale securities at March 31, 2015 and December 31, 2014. | |
Restricted Cash | |
The Company had restricted cash of $1.4 million at March 31, 2015 and December 31, 2014, which includes $1.0 million collateral for outstanding letters of credit associated with the Company's lease for the office space in Parsippany, New Jersey. The funds are invested in certificates of deposit. The letter of credit permits draws by the landlord to cure defaults by the Company. In addition, as a result of the acquisition of Targanta in 2009, the Company had restricted cash of $0.1 million at March 31, 2015 and December 31, 2014, in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had restricted cash of $0.3 million at March 31, 2015 and December 31, 2014, related to certain foreign tender requirements. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||||||
FASB ASC 820-10 “Fair Value Measurements and Disclosures” (ASC 820-10) provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | ||||||||||||||||||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 asset consists of money market investments. The Company does not have Level 1 liabilities as of March 31, 2015 or December 31, 2014 | |||||||||||||||||||||||||||||||
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 does not have Level 2 assets or liabilities as of March 31, 2015 or December 31, 2014 | |||||||||||||||||||||||||||||||
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 liabilities consist of the contingent purchase prices associated with the Company's business combinations. The fair value of certain development or regulatory milestone based contingent purchase prices was determined in a discounted cash flow framework by probability weighting the future contractual payment with management's assessment of the likelihood of achieving these milestones and present valuing them using a risk-adjusted discount rate. Certain sales milestone based payments were determined in a discounted cash flow framework where risk-adjusted revenue scenarios were estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk-adjusted discount rate. | |||||||||||||||||||||||||||||||
The following table sets forth the Company's assets and liabilities that were measured at fair value on a recurring basis at March 31, 2015 and December 31, 2014 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 March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of March 31, 2015 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2014 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 6,031 | $ | — | $ | — | $ | 6,031 | $ | 6,030 | $ | — | $ | — | $ | 6,030 | ||||||||||||||||
Total assets at fair value | $ | 6,031 | $ | — | $ | — | $ | 6,031 | $ | 6,030 | $ | — | $ | — | $ | 6,030 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 369,552 | $ | 369,552 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 369,552 | $ | 369,552 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | ||||||||||||||||
The Company measures contingent purchase price at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of contingent purchase price uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of contingent purchase price related to updated assumptions and estimates are recognized within selling, general and administrative expenses on the consolidated statements of income. | ||||||||||||||||||||||||||||||||
Contingent purchase price may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. | ||||||||||||||||||||||||||||||||
Level 3 Disclosures | ||||||||||||||||||||||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | ||||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
March 31, 2015 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 6,502 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 128,650 | 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 | $ | 90,500 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (93%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 0.1% - 27.0% | |||||||||||||||||||||||||||||||
Rempex: | ||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 78,100 | Probability-adjusted discounted cash flow | Probability of success | 11% - 95% (63%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2020 | |||||||||||||||||||||||||||||||
Discount rate | 2.2% - 4.6% | |||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 10,600 | Risk-adjusted revenue simulation | Probability of success | 9% - 49% (22%) | |||||||||||||||||||||||||||
Periods in which milestone is expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.5% | |||||||||||||||||||||||||||||||
Tenaxis: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 37,200 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (84%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2026 | |||||||||||||||||||||||||||||||
Discount rate | 2.4% - 24% | |||||||||||||||||||||||||||||||
Annovation: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 18,000 | Probability-adjusted discounted cash flow | Probability of success | 8% - 50% (27%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2023 | |||||||||||||||||||||||||||||||
Discount rate | 2.2% - 5.4% | |||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Period in which milestone is 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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% | |||||||||||||||||||||||||||||||
The fair value of the contingent purchase price represents the fair value of the Company's liability for all potential payments under the Company's acquisition agreements for Targanta, Incline, ProFibrix, Rempex, Tenaxis and Annovation. The significant unobservable inputs used in the fair value measurement of the Company's contingent purchase prices are the probabilities of successful achievement of development, regulatory and sales milestones, which would trigger payments under the Targanta, Incline, ProFibrix, Rempex, Tenaxis and Annovation agreements, probabilities as to the periods in which the milestones are expected to be achieved and discount rates. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement. | ||||||||||||||||||||||||||||||||
The changes in fair value of the Company's Level 3 contingent purchase price during the three months ended March 31, 2015 and 2014 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | 351,134 | 302,363 | ||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 | 18,000 | — | ||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net income (loss). | 418 | 2,264 | ||||||||||||||||||||||||||||||
Balance at end of period | $ | 369,552 | $ | 304,627 | ||||||||||||||||||||||||||||
For the three months ended March 31, 2015, 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 acquisition of Annovation and subsequent changes in the fair value of the contingent consideration due to either the passage of time or changes in probabilities of success or discount rate. For the three months ended March 31, 2014, the changes in the carrying value of the contingent purchase price obligations resulted from subsequent changes in the fair value of the contingent consideration due to either the passage of time or changes in probabilities of success or discount rate. | ||||||||||||||||||||||||||||||||
No other changes in valuation techniques or inputs occurred during the three months ended March 31, 2015. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three months ended March 31, 2015. |
Inventory
Inventory | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory | Inventory | ||||||||
The major classes of inventory were as follows: | |||||||||
Inventory | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 41,994 | $ | 40,533 | |||||
Work-in-progress | 71,160 | 34,095 | |||||||
Finished goods | 14,271 | 6,822 | |||||||
Total | $ | 127,425 | $ | 81,450 | |||||
The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected volume. If annual volume is less than expected, the Company may be required to make additional allowances for excess or obsolete inventory in the future. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
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 March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization and Other Charges | Amount | Amount | Amortization and Other Charges | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Selling rights agreements | 0.1 years | $ | 9,125 | $ | (9,023 | ) | $ | 102 | $ | 9,125 | $ | (8,961 | ) | $ | 164 | |||||||||||
Product licenses | 0.2 years | 71,000 | (67,162 | ) | 3,838 | 71,000 | (65,602 | ) | 5,398 | |||||||||||||||||
Developed product rights | 13.9 years | 333,547 | (11,363 | ) | 322,184 | 180,930 | (6,513 | ) | 174,417 | |||||||||||||||||
Total | 14.1 years | $ | 413,672 | $ | (87,548 | ) | $ | 326,124 | $ | 261,055 | $ | (81,076 | ) | $ | 179,979 | |||||||||||
On February 6, 2015, the Company completed the acquisition of the remaining assets held by Bristol-Myers Squibb Company (BMS) which were exclusively related to Recothrom. The Company paid BMS approximately $132.4 million in the aggregate, including approximately $44.0 million for inventory. In the three months ended March 31, 2015, the Company reclassified the value of the purchase option related to Recothrom option and additional amounts paid to BMS to developed product rights and commenced amortizing. | ||||||||||||||||||||||||||
The Company recognized amortization expense of $6.5 million related to its intangible assets in the three months ended March 31, 2015. The Company expects amortization expense related to its intangible assets to be $18.0 million for the last three quarters of 2015. The Company expects annual amortization expense related to its intangible assets to be $24.0 million, $24.0 million, $24.1 million, $23.7 million and $23.1 million for the years ending December 31, 2016, 2017, 2018, 2019 and 2020, respectively, with the balance of $189.2 million being amortized thereafter. The Company records amortization of selling rights agreements in selling, general and administrative expense on the consolidated statements of income. The Company records amortization of product licenses and developed product rights in cost of revenue on the consolidated statements of income. | ||||||||||||||||||||||||||
The following information details the carrying amounts of the Company's intangible assets not subject to amortization: | ||||||||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 715,680 | — | $ | 715,680 | $ | 650,680 | — | $ | 650,680 | ||||||||||||||||
Recothrom option | — | — | — | 62,000 | — | 62,000 | ||||||||||||||||||||
Total | $ | 715,680 | — | $ | 715,680 | $ | 712,680 | — | $ | 712,680 | ||||||||||||||||
On February 4, 2015, the Company completed the acquisition of Annovation, and Annovation became the Company's wholly owned subsidiary. As a result of the acquisition of Annovation, the Company recorded $65.0 million of in-process research and development for the acquisition of ABP-700 a novel intravenous anesthetic. See Note 12 "Acquisitions" for further information regarding the Company's acquisition of Annovation. | ||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2015: | ||||||||||||||||||||||||||
31-Mar-15 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 286,532 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Annovation | 24,530 | |||||||||||||||||||||||||
Translation adjustments | 3,008 | |||||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 314,070 | ||||||||||||||||||||||||
Convertible_Senior_Notes
Convertible Senior Notes | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Senior Notes | Convertible Senior Notes | ||||||||
Convertible Senior Notes Due 2022 | |||||||||
In January 2015, the Company issued, at par value, $400.0 million aggregate principal amount of 2.5% convertible senior notes due 2022. The 2022 Notes bear cash interest at a rate of 2.5% 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. The net proceeds to the Company from the offering were $387.2 million after deducting the initial purchasers' discounts and commissions and the offering expenses payable by the Company. | |||||||||
The 2022 Notes are governed by an indenture (the 2022 Notes Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the 2022 Notes Trustee). | |||||||||
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. | |||||||||
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: | |||||||||
• | 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; | ||||||||
• | 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 2022 Notes Indenture) 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; | ||||||||
• | 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 | ||||||||
• | 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 was initially, and remains 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 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 Indenture), 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 Indenture 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 2022 Notes 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 2022 Notes Trustee, may, and the 2022 Notes Trustee at the request of such holders (subject to the provisions of the 2022 Notes 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. | |||||||||
The Company accounts 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. In accounting for the issuance of the 2022 Notes, the Company separated the 2022 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 2022 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 seven-year term of the 2022 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 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the seven-year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. Additionally, the Company initially recorded a net deferred tax liability of $31.8 million in connection with the Notes. | |||||||||
The 2022 Notes consist of the following: | |||||||||
Liability component | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Principal | $ | 400,000 | $ | — | |||||
Less: Debt discount, net(1) | (86,704 | ) | — | ||||||
Net carrying amount | $ | 313,296 | $ | — | |||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2022) and amortized to interest expense over the remaining life of the 2022 Notes using the effective interest rate method. | |||||||||
The fair value of the 2022 Notes was approximately $335.2 million as of March 31, 2015. The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 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 March 31, 2015, the remaining contractual life of the 2022 Notes is approximately 6.8 years. | |||||||||
The following table sets forth total interest expense recognized related to the 2022 Notes: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual interest expense | $ | 2,152 | $ | — | |||||
Amortization of debt issuance costs | 202 | — | |||||||
Amortization of debt discount | 2,201 | — | |||||||
Total | $ | 4,555 | $ | — | |||||
Effective interest rate of the liability component | 6.5 | % | — | ||||||
Convertible Senior Notes Due 2017 | |||||||||
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 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 2017 Notes Indenture), between the Company, as issuer, and Wells Fargo Bank, National Association, a national banking association, as trustee (the 2017 Notes 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 2017 Notes and equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated. The 2017 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 2017 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 2017 Notes Indenture) per $1,000 principal amount of 2017 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 2017 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 2017 Notes being converted, subject to a daily share cap, as described in the 2017 Notes Indenture. Holders of 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 an initial conversion price of $27.93 per share of the Company's common stock. The conversion rate and the conversion price are subject to customary adjustments for certain events, including, but not limited to, the issuance of certain stock dividends on the Company's common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers, as described in the 2017 Notes 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 2017 Notes 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 2017 Notes 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 2017 Notes 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 2017 Notes Trustee, may, and the 2017 Notes Trustee at the request of such holders (subject to the provisions of the 2017 Notes 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 2017 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 2017 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. | |||||||||
The 2017 Notes consist of the following: | |||||||||
Liability component | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Principal | $ | 275,000 | $ | 275,000 | |||||
Less: Debt discount, net(1) | (25,571 | ) | (28,324 | ) | |||||
Net carrying amount | $ | 249,429 | $ | 246,676 | |||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the 2017 Notes using the effective interest rate method. | |||||||||
The fair value of the 2017 Notes was approximately $266.09 million as of March 31, 2015. The Company estimates the fair value of its 2017 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2017 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 March 31, 2015, the remaining contractual life of the 2017 Notes is approximately 2.2 years. | |||||||||
The following table sets forth total interest expense recognized related to the 2017 Notes: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual interest expense | $ | 945 | $ | 945 | |||||
Amortization of debt issuance costs | 360 | 320 | |||||||
Amortization of debt discount | 2,753 | 2,595 | |||||||
Total | $ | 4,058 | $ | 3,860 | |||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | |||||
Note Hedges. In June 2012, the Company paid an aggregate amount of $58.2 million for the 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 2017 Hedge Counterparties and are not part of the terms of the 2017 Notes or the 2017 Warrants. Holders of the 2017 Notes and 2017 Warrants will not have any rights with respect to the 2017 Note Hedges. As of March 31, 2015, the fair value of the 2017 Note Hedges was $56.2 million. The Company estimates the fair value of its 2017 Note Hedges using Monte Carlo simulations model of its stock price (Level 2). | |||||||||
Warrants. The Company received aggregate proceeds of $38.4 million from the sale to the 2017 Hedge Counterparties of the 2017 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 2017 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 2017 Warrants, exceeds the applicable strike price of the 2017 Warrants. However, subject to certain conditions, the Company may elect to settle all of the 2017 Warrants in cash. The 2017 Warrants were anti-dilutive for the three months ended March 31, 2015. The 2017 Warrants are separate transactions entered into by the Company with the 2017 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 2017 Warrants. The 2017 Warrants also meet the definition of a derivative under current accounting principles. Because the 2017 Warrants are indexed to the Company's common stock and are recorded in equity in the Company's consolidated balance sheets, the 2017 Warrants are exempt from the scope and fair value provisions of accounting principles related to accounting for derivative instruments. |
Treasury_Stock
Treasury Stock | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Treasury Stock | Treasury Stock |
As of March 31, 2015 and December 31, 2014 there were 2,192,982 shares of the Company's common stock held in treasury. |
Acquisitions
Acquisitions | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Acquisitions | Acquisitions | |||||
Annovation. | ||||||
On February 2, 2015, the Company completed the acquisition of 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, (collectively, 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 accordance with ASC 805, the Company accounted for this transaction as a step acquisition which required that the Company remeasure its existing 35.8% ownership interest (previously accounted for as an equity method investment) to fair value. The fair value of the Company's interest in Annovation was $25.9 million at closing, resulting in a non-cash pre-tax gain of $22.7 million, recorded as gain on remeasurement of equity investment in the Company's consolidated statements of income. The Company's previously recorded equity method investment in Annovation was derecognized from the Company's consolidated balance sheets. Since the date of the step acquisition, the financial results of Annovation were included within the Company's consolidated financial statements. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Annovation 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 asset which has no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company has recorded the goodwill attributable to the acquisition as a non-current asset on its consolidated balance sheets. The goodwill attributable to the acquisition is not amortized, but the Company reviews its goodwill annually for impairment. | ||||||
The Company accounted for the transaction as a business combination and is in the process of finalizing the valuation of intangible assets and fair value of the contingent purchase price. As a result, the preliminary measurements of intangible assets, goodwill and deferred income tax liabilities described below are subject to change. The results of Annovation operations have been included in the consolidated statements of income from the date of acquisition. | ||||||
The Company did not incur any significant acquisition related costs in connection with the Annovation acquisition during the three months ended March 31, 2015. | ||||||
Total estimated purchase price is summarized as follows: | ||||||
(In thousands) | ||||||
Upfront cash consideration | $ | 28,397 | ||||
Fair value of existing equity interest in Annovation | 25,886 | |||||
Total cash consideration and fair value of existing equity interest | 54,283 | |||||
Estimated fair value of contingent cash payment | 18,000 | |||||
Total preliminary estimated purchase price | $ | 72,283 | ||||
Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | ||||||
Assets Acquired: | (In thousands) | |||||
Cash and cash equivalents | $ | 1,482 | ||||
Other current assets | 692 | |||||
IPR&D | 65,000 | |||||
Goodwill | 24,530 | |||||
Total assets | $ | 91,704 | ||||
Liabilities assumed: | ||||||
Accrued expenses | $ | 398 | ||||
Contingent purchase price | 18,000 | |||||
Deferred tax liability | 19,023 | |||||
Total liabilities | $ | 37,421 | ||||
Total cash price paid upon acquisition and fair value of existing equity interest | $ | 54,283 | ||||
Pro forma results of operations for the acquisition of Annovation have not been presented because this acquisition is not material to the Company's consolidated results of operations. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | ||||||||
The changes in accumulated other comprehensive loss are as follows: | |||||||||
Foreign currency translation adjustment | Total | ||||||||
(in thousands) | |||||||||
Balance as of December 31, 2014 | $ | 2,528 | $ | 2,528 | |||||
Other comprehensive Income (loss) before reclassifications | 2,706 | 2,706 | |||||||
Amounts reclassified from accumulated other comprehensive income (loss)* | — | — | |||||||
Total other comprehensive loss | 2,706 | 2,706 | |||||||
Balance as of March 31, 2015 | $ | 5,234 | $ | 5,234 | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Segment and Geographic Information | Segment and Geographic Information | |||||||||||||
The Company manages its business and operations as one segment and is focused on advancing the treatment of acute and intensive care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. Revenues reported to date are derived primarily from the sales of Angiomax in the United States. | ||||||||||||||
The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(in thousands) | ||||||||||||||
Net revenue: | ||||||||||||||
United States | $ | 120,764 | 95.5 | % | $ | 167,480 | 94.5 | % | ||||||
Europe | 5,090 | 4 | % | 8,719 | 4.9 | % | ||||||||
Rest of world | 662 | 0.5 | % | 1,036 | 0.6 | % | ||||||||
Total net revenue | $ | 126,516 | 100 | % | $ | 177,235 | 100 | % | ||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
(in thousands) | ||||||||||||||
Long-lived assets: | ||||||||||||||
United States | $ | 1,400,153 | 99.4 | % | $ | 1,218,370 | 99.3 | % | ||||||
Europe | 8,634 | 0.6 | % | 8,899 | 0.7 | % | ||||||||
Rest of world | — | — | 15 | — | ||||||||||
Total long-lived assets | $ | 1,408,787 | 100 | % | $ | 1,227,284 | 100 | % | ||||||
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Contingencies [Abstract] | |
Contingencies | Contingencies |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. | |
The Company is currently party to the legal proceedings described in Part II, Item 1, Legal Proceedings, of this quarterly report on Form 10-Q, which include both patent litigation matters and class action litigation. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of the matters described in Part II, Item 1, Legal Proceedings, of this quarterly report on Form 10-Q, the Company believes that, the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to the Company's consolidated results of operations in any one accounting period. |
Collaboration_Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2015 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Collaboration Agreements |
Alnylam Pharmaceuticals, Inc. | |
In February 2013, the Company entered into a license and collaboration agreement with Alnylam to develop, manufacture and commercialize therapeutic products targeting the proprotein convertase subtilisin/kexin type 9 (PCSK9) gene, based on certain of Alnylam's RNA interference (RNAi) technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam's technology to develop, manufacture and commercialize PCSK-9 products for the treatment, palliation and/or prevention of all human diseases. Alnylam is responsible for the development costs of the products, subject to an agreed upon limit, until the completion of Phase 1 clinical studies. The Company is responsible for completing and funding the development costs of the products through commercialization, if successful. The Company paid Alnylam $25 million in an initial license payment and an additional $10.0 million upon the achievement of a milestone, which payments the Company recorded as research and development expenses. The Company has also agreed to pay up to an aggregate of $170 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 I clinical trial of ALN-PCSsc in the UK. | |
SciClone Pharmaceuticals | |
On December 16, 2014, the Company entered into strategic collaboration with SciClone Pharmaceuticals (SciClone) under which the Company granted SciClone a license and the exclusive rights to promote, market and sell Angiomax and Cleviprex in China. Under the terms of the collaboration, SciClone will be responsible for all aspects of commercialization, including pre- and post-launch activities, for both products in the China market (excluding Hong Kong and Macau) and will assist the Company in the registration process for both products in China. The Company has filed in China for marketing approval of Angiomax and to conduct clinical trials of Cleviprex. SciClone has agreed to pay the Company an upfront payment, a product support services fee and regulatory/commercial success milestone payments of up to an aggregate of $50.5 million, and royalties based on net sales of Angiomax and Cleviprex in China. | |
Activities under the SciClone agreement were evaluated under ASC 605-25, Revenue Recognition-Multiple Element Arrangements (ASC 605-25) (as amended by ASU 2009-13, Revenue Recognition) to determine if they represented a multiple element revenue arrangement. The SciClone agreement includes the following deliverables: (1) an exclusive license to commercialize Angiomax and Cleviprex in China, excluding Hong Kong and Macau; (2) the Company's obligation to conduct research and development activities related to the approvals of Angiomax and Cleviprex; and (3) the Company’s obligation to participate on the joint operating committee established under the terms of the SciClone agreement and related subcommittees. All of these deliverables were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in this determination included, among other things, the subject of the licenses and the research and development and commercial capabilities of SciClone. Accordingly, each unit will be accounted for separately. For the three months ended March 31, 2015, the Company recorded $7.8 million of revenue associated with the SciClone agreement as co-promotion and license income. | |
The Company believes the regulatory approval milestone that may be achieved under the SciClone agreement are consistent with the definition of a milestone included in ASU 2010-17, Revenue Recognition-Milestone Method, and accordingly, the Company will recognize payment related to the achievement of such milestone, if any, when the applicable milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve each milestone, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. |
Restructuring
Restructuring | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Restructuring | Restructuring | |||||||||||||||||||
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 Company completed its reorganization of its European operations in December 2014 and recorded a one-time charge of $9.0 million for the year ended December 31, 2014. Of the $9.0 million in one-time charges, $8.7 million related to work-force reduction, recorded in research and development and selling, general and administrative expenses, and $0.3 million in lease charges recorded in selling, general and administrative expenses. | ||||||||||||||||||||
During the first quarter of 2015, the Company paid $4.1 million in work-force reduction charges and $0.1 million of lease charges. The Company expects to pay the remaining restructuring liability of $3.6 million during the second quarter of 2015. | ||||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | 31-Mar-15 | ||||||||||||||||||
2015 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2014 European workforce reduction | $ | 7,694 | $ | (76 | ) | $ | (4,147 | ) | $ | (6 | ) | $ | 3,465 | |||||||
2014 European leases and equipment write-off | 200 | — | (97 | ) | — | 103 | ||||||||||||||
Total | $ | 7,894 | $ | (76 | ) | $ | (4,244 | ) | $ | (6 | ) | $ | 3,568 | |||||||
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event |
Following March 31, 2015, the Company has achieved regulatory milestones related to the approval of certain of the Company's product candidates in the United States. As a result, the Company is obligated to pay during the second quarter of 2015 approximately $147.0 million under the applicable license and acquisition agreements associated with the product approvals related to these product candidates that have occurred prior to May 4, 2015. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. | |
The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company's consolidated financial statements equal to the percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. | |
The Company's results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2015. These consolidated financial statements should be read in conjunction with the Company's audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. | |
Contingencies | Contingencies |
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. | |
Research and Development | Research and Development |
Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. | |
The Company performs research and development for U.S. government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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. | |
In April 2015, the FASB issued final guidance to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. The guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is 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. |
Earnings_loss_per_Share_Tables
Earnings (loss) per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings (loss) per share for the threemonths ended March 31, 2015 and 2014: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands, except per share amounts) | ||||||||
Basic and diluted | ||||||||
Net income (loss) attributable to The Medicines Company | $ | 5,034 | $ | (4,996 | ) | |||
Weighted average common shares outstanding, basic | 65,174 | 64,152 | ||||||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of convertible senior notes due 2017 | 1,755 | — | ||||||
Weighted average common shares outstanding, diluted | 66,929 | 64,152 | ||||||
Income (loss) per share attributable to The Medicines Company, basic | $ | 0.08 | $ | (0.08 | ) | |||
Income (loss) per share attributable to The Medicines Company, diluted | $ | 0.08 | $ | (0.08 | ) | |||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
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 March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||||||||
Assets and Liabilities | Quoted Prices In | Significant Other Observable Inputs | Balance as of March 31, 2015 | Quoted Prices In | Significant Other Observable Inputs | Significant | Balance as of December 31, 2014 | |||||||||||||||||||||||||
Active Markets for Identical Assets | (Level 2) | Significant | Active Markets for Identical Assets | (Level 2) | Unobservable | |||||||||||||||||||||||||||
(Level 1) | Unobservable | (Level 1) | Inputs | |||||||||||||||||||||||||||||
Inputs | (Level 3) | |||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Money market | $ | 6,031 | $ | — | $ | — | $ | 6,031 | $ | 6,030 | $ | — | $ | — | $ | 6,030 | ||||||||||||||||
Total assets at fair value | $ | 6,031 | $ | — | $ | — | $ | 6,031 | $ | 6,030 | $ | — | $ | — | $ | 6,030 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | — | $ | — | $ | 369,552 | $ | 369,552 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | ||||||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 369,552 | $ | 369,552 | $ | — | $ | — | $ | 351,134 | $ | 351,134 | ||||||||||||||||
Fair Value Inputs, Quantitative Information | The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs: | |||||||||||||||||||||||||||||||
Fair Value as of | ||||||||||||||||||||||||||||||||
March 31, 2015 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||||||||
(Weighted Average) | ||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Targanta: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 6,502 | Probability-adjusted discounted cash flow | Probability of success | 20% | |||||||||||||||||||||||||||
Period in which milestone is expected to be achieved | 2019 | |||||||||||||||||||||||||||||||
Discount rate | 11% | |||||||||||||||||||||||||||||||
Incline: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 128,650 | 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 | $ | 90,500 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (93%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2017 | |||||||||||||||||||||||||||||||
Discount rate | 0.1% - 27.0% | |||||||||||||||||||||||||||||||
Rempex: | ||||||||||||||||||||||||||||||||
Contingent purchase price: commercial milestone | $ | 78,100 | Probability-adjusted discounted cash flow | Probability of success | 11% - 95% (63%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2020 | |||||||||||||||||||||||||||||||
Discount rate | 2.2% - 4.6% | |||||||||||||||||||||||||||||||
Contingent purchase price: sales milestone | $ | 10,600 | Risk-adjusted revenue simulation | Probability of success | 9% - 49% (22%) | |||||||||||||||||||||||||||
Periods in which milestone is expected to be achieved | 2016 - 2022 | |||||||||||||||||||||||||||||||
Discount rate | 1.5% - 4.5% | |||||||||||||||||||||||||||||||
Tenaxis: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 37,200 | Probability-adjusted discounted cash flow | Probability of success | 5% - 100% (84%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2026 | |||||||||||||||||||||||||||||||
Discount rate | 2.4% - 24% | |||||||||||||||||||||||||||||||
Annovation: | ||||||||||||||||||||||||||||||||
Contingent purchase price | $ | 18,000 | Probability-adjusted discounted cash flow | Probability of success | 8% - 50% (27%) | |||||||||||||||||||||||||||
Periods in which milestones are expected to be achieved | 2015 - 2023 | |||||||||||||||||||||||||||||||
Discount rate | 2.2% - 5.4% | |||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Period in which milestone is 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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%) | |||||||||||||||||||||||||||
Periods 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, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in fair value of the Company's Level 3 contingent purchase price during the three months ended March 31, 2015 and 2014 were as follows: | |||||||||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Balance at beginning of period | 351,134 | 302,363 | ||||||||||||||||||||||||||||||
Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 | 18,000 | — | ||||||||||||||||||||||||||||||
Fair value adjustment to contingent purchase prices included in net income (loss). | 418 | 2,264 | ||||||||||||||||||||||||||||||
Balance at end of period | $ | 369,552 | $ | 304,627 | ||||||||||||||||||||||||||||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory | The major classes of inventory were as follows: | ||||||||
Inventory | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Raw materials | $ | 41,994 | $ | 40,533 | |||||
Work-in-progress | 71,160 | 34,095 | |||||||
Finished goods | 14,271 | 6,822 | |||||||
Total | $ | 127,425 | $ | 81,450 | |||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | The following information details the carrying amounts and accumulated amortization of the Company's intangible assets subject to amortization: | |||||||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||||
Weighted Average | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Useful Life | Amount | Amortization and Other Charges | Amount | Amount | Amortization and Other Charges | Amount | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Identifiable intangible assets | ||||||||||||||||||||||||||
Selling rights agreements | 0.1 years | $ | 9,125 | $ | (9,023 | ) | $ | 102 | $ | 9,125 | $ | (8,961 | ) | $ | 164 | |||||||||||
Product licenses | 0.2 years | 71,000 | (67,162 | ) | 3,838 | 71,000 | (65,602 | ) | 5,398 | |||||||||||||||||
Developed product rights | 13.9 years | 333,547 | (11,363 | ) | 322,184 | 180,930 | (6,513 | ) | 174,417 | |||||||||||||||||
Total | 14.1 years | $ | 413,672 | $ | (87,548 | ) | $ | 326,124 | $ | 261,055 | $ | (81,076 | ) | $ | 179,979 | |||||||||||
Schedule of Indefinite-lived Intangible Assets by Major Class | The following information details the carrying amounts of the Company's intangible assets not subject to amortization: | |||||||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||
Gross | Net | Gross | Adjustments | Net | ||||||||||||||||||||||
Carrying | Adjustments | Carrying | Carrying | Carrying | ||||||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||||
In-process research and development | $ | 715,680 | — | $ | 715,680 | $ | 650,680 | — | $ | 650,680 | ||||||||||||||||
Recothrom option | — | — | — | 62,000 | — | 62,000 | ||||||||||||||||||||
Total | $ | 715,680 | — | $ | 715,680 | $ | 712,680 | — | $ | 712,680 | ||||||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2015: | |||||||||||||||||||||||||
31-Mar-15 | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 286,532 | ||||||||||||||||||||||||
Goodwill resulting from the acquisition of Annovation | 24,530 | |||||||||||||||||||||||||
Translation adjustments | 3,008 | |||||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 314,070 | ||||||||||||||||||||||||
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt Interest Expense | The following table sets forth total interest expense recognized related to the 2017 Notes: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual interest expense | $ | 945 | $ | 945 | |||||
Amortization of debt issuance costs | 360 | 320 | |||||||
Amortization of debt discount | 2,753 | 2,595 | |||||||
Total | $ | 4,058 | $ | 3,860 | |||||
Effective interest rate of the liability component | 6.02 | % | 6.02 | % | |||||
The following table sets forth total interest expense recognized related to the 2022 Notes: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual interest expense | $ | 2,152 | $ | — | |||||
Amortization of debt issuance costs | 202 | — | |||||||
Amortization of debt discount | 2,201 | — | |||||||
Total | $ | 4,555 | $ | — | |||||
Effective interest rate of the liability component | 6.5 | % | — | ||||||
Schedule of Debt Liability Component | The 2017 Notes consist of the following: | ||||||||
Liability component | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Principal | $ | 275,000 | $ | 275,000 | |||||
Less: Debt discount, net(1) | (25,571 | ) | (28,324 | ) | |||||
Net carrying amount | $ | 249,429 | $ | 246,676 | |||||
(1) Included in the consolidated balance sheets within convertible senior notes (due 2017) and amortized to interest expense over the remaining life of the 2017 Notes using the effective interest rate method. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Estimated Purchase Price | Total estimated purchase price is summarized as follows: | |||||
(In thousands) | ||||||
Upfront cash consideration | $ | 28,397 | ||||
Fair value of existing equity interest in Annovation | 25,886 | |||||
Total cash consideration and fair value of existing equity interest | 54,283 | |||||
Estimated fair value of contingent cash payment | 18,000 | |||||
Total preliminary estimated purchase price | $ | 72,283 | ||||
Preliminary Allocation of Assets Acquired and Liabilities Assumed | Below is a summary which details the preliminary allocation of assets acquired and liabilities assumed as a result of this acquisition: | |||||
Assets Acquired: | (In thousands) | |||||
Cash and cash equivalents | $ | 1,482 | ||||
Other current assets | 692 | |||||
IPR&D | 65,000 | |||||
Goodwill | 24,530 | |||||
Total assets | $ | 91,704 | ||||
Liabilities assumed: | ||||||
Accrued expenses | $ | 398 | ||||
Contingent purchase price | 18,000 | |||||
Deferred tax liability | 19,023 | |||||
Total liabilities | $ | 37,421 | ||||
Total cash price paid upon acquisition and fair value of existing equity interest | $ | 54,283 | ||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Schedule of Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive loss are as follows: | ||||||||
Foreign currency translation adjustment | Total | ||||||||
(in thousands) | |||||||||
Balance as of December 31, 2014 | $ | 2,528 | $ | 2,528 | |||||
Other comprehensive Income (loss) before reclassifications | 2,706 | 2,706 | |||||||
Amounts reclassified from accumulated other comprehensive income (loss)* | — | — | |||||||
Total other comprehensive loss | 2,706 | 2,706 | |||||||
Balance as of March 31, 2015 | $ | 5,234 | $ | 5,234 | |||||
* Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Reconciliation of Revenue from Segments to Consolidated | The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. | |||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(in thousands) | ||||||||||||||
Net revenue: | ||||||||||||||
United States | $ | 120,764 | 95.5 | % | $ | 167,480 | 94.5 | % | ||||||
Europe | 5,090 | 4 | % | 8,719 | 4.9 | % | ||||||||
Rest of world | 662 | 0.5 | % | 1,036 | 0.6 | % | ||||||||
Total net revenue | $ | 126,516 | 100 | % | $ | 177,235 | 100 | % | ||||||
Reconciliation of Assets from Segment to Consolidated | ||||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
(in thousands) | ||||||||||||||
Long-lived assets: | ||||||||||||||
United States | $ | 1,400,153 | 99.4 | % | $ | 1,218,370 | 99.3 | % | ||||||
Europe | 8,634 | 0.6 | % | 8,899 | 0.7 | % | ||||||||
Rest of world | — | — | 15 | — | ||||||||||
Total long-lived assets | $ | 1,408,787 | 100 | % | $ | 1,227,284 | 100 | % | ||||||
Restructuring_Restructuring_Ta
Restructuring Restructuring (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Restructuring and Related Costs | ||||||||||||||||||||
Balance as | Expenses, | Cash | Noncash | Balance as of | ||||||||||||||||
of January 1, | Net | 31-Mar-15 | ||||||||||||||||||
2015 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Employee severance and other personnel benefits: | ||||||||||||||||||||
2014 European workforce reduction | $ | 7,694 | $ | (76 | ) | $ | (4,147 | ) | $ | (6 | ) | $ | 3,465 | |||||||
2014 European leases and equipment write-off | 200 | — | (97 | ) | — | 103 | ||||||||||||||
Total | $ | 7,894 | $ | (76 | ) | $ | (4,244 | ) | $ | (6 | ) | $ | 3,568 | |||||||
Nature_of_Business_Details
Nature of Business (Details) | 3 Months Ended |
Mar. 31, 2015 | |
product | |
Drug | |
productcandidate | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of product candidates | 1 |
Number of generic drugs | 10 |
Number of generic products sold | 3 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Reimbursement by government | $3.20 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Recorded share-based compensation expense | $7.60 | $7.40 |
Total unrecognized compensation costs related to non-vested share-based compensation. | 40.9 | |
Period for recognition | 1 year 6 months 15 days | |
Exercises in period | 727,467 | 614,851 |
Cash received from exercise of stock options | $12 | $8.60 |
Earnings_loss_per_Share_Detail
Earnings (loss) per Share (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2012 | |
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||
Net income (loss) attributable to The Medicines Company | $5,034,000 | ($4,996,000) | |||
Weighted average common shares outstanding, basic (shares) | 65,174,000 | 64,152,000 | |||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes (shares) | 1,755,000 | 0 | |||
Weighted average common shares outstanding, diluted (shares) | 66,929,000 | 64,152,000 | |||
(Loss) income per share attributable to The Medicines Company, basic (USD per share) | $0.08 | ($0.08) | |||
(Loss) income per share attributable to The Medicines Company, diluted (USD per share) | $0.08 | ($0.08) | |||
Convertible senior notes (due 2017 and 2022) | 562,725,000 | 246,676,000 | |||
Principal amount in covenant | 1,000 | ||||
Conversion price | $27.93 | ||||
Shares exercisable upon conversion | 9,800,000 | ||||
Strike price (USD per share) | $34.20 | ||||
Convertible Debt [Member] | |||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||
Antidilutive common stock shares excluded from computation of earnings per share | 55,740 | ||||
Convertible senior notes (due 2017 and 2022) | 275,000,000 | ||||
Interest rate | 1.38% | ||||
Option [Member] | |||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||
Antidilutive common stock shares excluded from computation of earnings per share | 4,718,541 | 2,128,222 | |||
Restricted Stock [Member] | |||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||
Antidilutive common stock shares excluded from computation of earnings per share | 0 | 373,897 | |||
Convertible Senior Notes Due 2022 [Member] | Senior Notes [Member] | |||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | |||||
Interest rate | 2.50% | ||||
Conversion ratio | 29.8806 | ||||
Principal amount in covenant | $1,000 | ||||
Conversion price | $33.47 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $5,777 | $22,095 |
Effective income tax rate | 53.60% | 129.30% |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Available-for-sale Securities | $0 | $0 |
Cash | 601,000,000 | 364,700,000 |
Investments in cash equivalents | 6,000,000 | |
Restricted cash | 1,444,000 | 1,446,000 |
Restricted cash outstanding, letters of credit used for collateral | 1,000,000 | 1,000,000 |
Restricted cash guaranteed, investment certificate for collateral | 100,000 | 100,000 |
Restricted cash and cash equivalents, foreign tender | $300,000 | $300,000 |
Fair_Value_Measurements_Measur
Fair Value Measurements (Measurement Inputs) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Liabilities: | ||||
Contingent purchase price | $154,206 | $140,712 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Money market | 6,031 | 6,030 | ||
Total assets at fair value | 6,031 | 6,030 | ||
Liabilities: | ||||
Contingent purchase price | 369,552 | 351,134 | ||
Total liabilities at fair value | 369,552 | 351,134 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Assets: | ||||
Money market | 6,031 | 6,030 | ||
Total assets at fair value | 6,031 | 6,030 | ||
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 | 369,552 | 351,134 | 304,627 | 302,363 |
Total liabilities at fair value | $369,552 | $351,134 |
Fair_Value_Measurements_Quanti
Fair Value Measurements (Quantitative Information for Level 3 Transfers) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 154,206 | 140,712 |
Targanta [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 6,502 | 6,334 |
Targanta [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 20.00% | 20.00% |
Discount rate | 11.00% | 11.00% |
Incline Therapeutics, Inc. [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 128,650 | 123,800 |
Incline Therapeutics, Inc. [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 83.00% | 83.00% |
Discount rate | 18.00% | 18.00% |
Incline Therapeutics, Inc. [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 64.00% | 64.00% |
Incline Therapeutics, Inc. [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 100.00% | 100.00% |
ProFibrix [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 90,500 | 88,600 |
ProFibrix [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 93.00% | 92.00% |
ProFibrix [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 5.00% | 5.00% |
Discount rate | 0.10% | 2.50% |
ProFibrix [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 100.00% | 95.00% |
Discount rate | 27.00% | 24.10% |
Tenaxis Medical [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 40,700 | |
Tenaxis Medical [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 84.00% | 84.00% |
Tenaxis Medical [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 5.00% | 5.00% |
Discount rate | 2.40% | 1.00% |
Tenaxis Medical [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 100.00% | 100.00% |
Discount rate | 24.00% | 20.00% |
Annovation [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 27.00% | |
Annovation [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 8.00% | |
Discount rate | 2.20% | |
Annovation [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 50.00% | |
Discount rate | 5.40% | |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 78,100 | 80,800 |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 63.00% | 63.00% |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 11.00% | 11.00% |
Discount rate | 2.20% | 1.50% |
Commercial Milestones [Member] | Rempex Pharmaceuticals, Inc [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 95.00% | 95.00% |
Discount rate | 4.60% | 3.70% |
Commercial Milestones [Member] | Tenaxis Medical [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 37,200 | |
Commercial Milestones [Member] | Annovation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 18,000 | |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | 10,600 | 10,900 |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 22.00% | 17.00% |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Minimum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 9.00% | 9.00% |
Discount rate | 15.00% | 1.50% |
Sales Milestone [Member] | Rempex Pharmaceuticals, Inc [Member] | Maximum | Adjusted Discounted Cash Flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 49.00% | 49.00% |
Discount rate | 4.50% | 4.50% |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Fair Value Measurment, Contingent Purchase Price [Roll Forward] | |||
Balance at beginning of period | $140,712 | ||
Balance at end of period | 154,206 | 140,712 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurment, Contingent Purchase Price [Roll Forward] | |||
Balance at beginning of period | 351,134 | ||
Balance at end of period | 369,552 | 351,134 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurment, Contingent Purchase Price [Roll Forward] | |||
Balance at beginning of period | 351,134 | 302,363 | |
Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 | 18,000 | 0 | |
Fair value adjustment to contingent purchase prices included in net income (loss). | 418 | 2,264 | |
Balance at end of period | $369,552 | $304,627 |
Inventory_Details
Inventory (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $41,994 | $40,533 |
Work-in-progress | 71,160 | 34,095 |
Finished goods | 14,271 | 6,822 |
Total | $127,425 | $81,450 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | |
Intangible Assets and Goodwill [Line Items] | ||||
Weighted Average Useful Life | 14 years 1 month 17 days | |||
Gross Carrying Amount | $413,672,000 | $261,055,000 | ||
Accumulated Amortization and Other Charges | -87,548,000 | -81,076,000 | ||
Net Carrying Amount | 326,124,000 | 179,979,000 | ||
Intangible assets not subject to amortization | 715,680,000 | 712,680,000 | ||
Amortization of Intangible Assets | 6,500,000 | |||
Future amortization expense, remainder of fiscal year | 18,000,000 | |||
Future amortization expense, 2016 | 24,000,000 | |||
Future amortization expense, 2017 | 24,000,000 | |||
Future amortization expense, 2018 | 24,100,000 | |||
Future amortization expense, 2019 | 23,700,000 | |||
Future amortization expense, 2020 | 23,100,000 | |||
Future amortization expense, after Year 2020 | 189,200,000 | |||
In Process Research and Development [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Intangible assets not subject to amortization | 715,680,000 | 650,680,000 | ||
Recothrom Option [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Intangible assets not subject to amortization | 0 | 62,000,000 | ||
Selling rights agreement [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Weighted Average Useful Life | 1 month 14 days | |||
Gross Carrying Amount | 9,125,000 | 9,125,000 | ||
Accumulated Amortization and Other Charges | -9,023,000 | -8,961,000 | ||
Net Carrying Amount | 102,000 | 164,000 | ||
Product licenses [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Weighted Average Useful Life | 1 month 28 days | |||
Gross Carrying Amount | 71,000,000 | 71,000,000 | ||
Accumulated Amortization and Other Charges | -67,162,000 | -65,602,000 | ||
Net Carrying Amount | 3,838,000 | 5,398,000 | ||
Developed product rights [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Weighted Average Useful Life | 13 years 11 months 1 day | |||
Gross Carrying Amount | 333,547,000 | 180,930,000 | ||
Accumulated Amortization and Other Charges | -11,363,000 | -6,513,000 | ||
Net Carrying Amount | 322,184,000 | 174,417,000 | ||
Recothrom [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Business Combination, Consideration Transferred | 132,400,000 | |||
Inventory | 44,000,000 | |||
Annovation [Member] | ||||
Intangible Assets and Goodwill [Line Items] | ||||
Research and Development in Process | $65,000,000 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Goodwill) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $286,532 |
Goodwill resulting from the acquisition of Annovation | 24,530 |
Translation adjustments | 3,008 |
Goodwill ending balance | $314,070 |
Convertible_Senior_Notes_Narra
Convertible Senior Notes Narrative (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2012 | Jan. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
D | D | |||
Debt Instrument [Line Items] | ||||
Fair Value Hedges, Net | $56,200,000 | |||
Principal | 275,000,000 | 275,000,000 | ||
Senior notes | 562,725,000 | 246,676,000 | ||
Trading period | 20 | |||
Consecutive trading period | 30 days | |||
Percent of conversion price | 130.00% | |||
Measurement period | 5 days | |||
Principal amount in covenant | 1,000 | |||
Percent of trading price | 98.00% | |||
Conversion price | $27.93 | |||
Percent of principal amount plus accrued and unpaid interest | 100.00% | |||
Percent of principal amount | 25.00% | |||
Percent of principal amount, plus accrued and unpaid interest, due and payable | 100.00% | |||
Percent of principal amount, plus accrued and unpaid interest, due and payable if bankruptcy, insolvency or reorganization occurs | 100.00% | |||
Initial discount amortization period | 5 years | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 275,000,000 | |||
Interest rate | 1.38% | |||
Proceeds from offering | 266,200,000 | |||
Convertible Senior Notes Due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of Notes | 335,200,000 | |||
Principal | 400,000,000 | 400,000,000 | 0 | |
Interest rate | 2.50% | |||
Proceeds from Issuance of Senior Long-term Debt | 387,200,000 | |||
Trading period | 20 | |||
Debt Instrument, Redemption, Threshold Consecutive Trading Days | 30 days | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||
Debt Instrument, Redemption, Threshold Trading Days | 19 days | |||
Debt Instrument, Convertible, Consecutive Measurement Period | 5 years | |||
Principal amount in covenant | 1,000 | |||
Percent of trading price | 98.00% | |||
Conversion ratio | 29.8806 | |||
Conversion price | $33.47 | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Debt Instrument, Debt Default, Principal Amount Percentage | 25.00% | |||
Debt Instrument, Term | 7 years | |||
Deferred Tax Liabilities, Net | 31,800,000 | |||
Remaining contractual life | 6 years 9 months 18 days | |||
Convertible Senior Notes Due 2017 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of Notes | $266,090,000 | |||
Conversion ratio | 35.8038 | |||
Remaining contractual life | 2 years 2 months 12 days |
Convertible_Senior_Notes_Liabi
Convertible Senior Notes (Liability Component) (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | |||
Debt Instrument [Line Items] | |||||
Principal | $275,000,000 | $275,000,000 | |||
Less: Debt discount, net | -25,571,000 | [1] | -28,324,000 | [1] | |
Net carrying amount | 249,429,000 | 246,676,000 | |||
Senior Notes [Member] | Convertible Senior Notes Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal | 400,000,000 | 400,000,000 | 0 | ||
Less: Debt discount, net | -86,704,000 | [2] | 0 | [2] | |
Net carrying amount | 313,296,000 | 0 | |||
Fair value of Notes | $335,200,000 | ||||
Remaining contractual life | 6 years 9 months 18 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 2017 Notes using the effective interest rate method. | ||||
[2] | Included in the consolidated balance sheets within convertible senior notes (due 2022) and amortized to interest expense over the remaining life of the 2022 Notes using the effective interest rate method. |
Convertible_Senior_Notes_Inter
Convertible Senior Notes (Interest Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $562 | $320 |
Amortization of debt discount | 4,954 | 2,595 |
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 945 | 945 |
Amortization of debt issuance costs | 360 | 320 |
Amortization of debt discount | 2,753 | 2,595 |
Total interest expense | 4,058 | 3,860 |
Effective interest rate of the liability component | 6.02% | 6.02% |
Senior Notes [Member] | Convertible Senior Notes Due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 2,152 | 0 |
Amortization of debt issuance costs | 202 | 0 |
Amortization of debt discount | 2,201 | 0 |
Total interest expense | $4,555 | $0 |
Effective interest rate of the liability component | 6.50% | 0.00% |
Convertible_Senior_Notes_Note_
Convertible Senior Notes (Note Hedges) (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2012 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Aggregate amount of hedge | $58.20 | |
Shares exercisable upon conversion | 9.8 | |
Fair Value Hedges, Net | $56.20 |
Convertible_Senior_Notes_Warra
Convertible Senior Notes (Warrants) (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Jun. 30, 2012 |
Debt Disclosure [Abstract] | ||
Proceeds from sale of warrants | $38.40 | |
Shares exercisable upon conversion | 9.8 | |
Strike price (USD per share) | $34.20 |
Treasury_Stock_Details
Treasury Stock (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | ||
Number of shares held in treasury | 2,192,982 | 2,192,982 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 02, 2015 | Dec. 31, 2014 | Feb. 01, 2015 | |
Business Acquisition [Line Items] | |||||
Gain on remeasurement of equity investment | $22,741,000 | $0 | |||
Assets Acquired and Liabilities Assumed | |||||
Goodwill | 314,070,000 | 286,532,000 | |||
Annovation [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses | 28,397,000 | ||||
Ownership interest | 35.80% | ||||
Fair value of interest | 25,886,000 | ||||
Gain on remeasurement of equity investment | 22,700,000 | ||||
Total cash consideration and fair value of existing equity interest | 54,283,000 | ||||
Estimated fair value of contingent cash payment | 18,000,000 | ||||
Total preliminary estimated purchase price | 72,283,000 | ||||
Assets Acquired and Liabilities Assumed | |||||
Cash and cash equivalents | 1,482,000 | ||||
Other current assets | 692,000 | ||||
IPR&D | 65,000,000 | ||||
Goodwill | 24,530,000 | ||||
Total assets | 91,704,000 | ||||
Accrued expenses | 398,000 | ||||
Contingent purchase price | 18,000,000 | ||||
Deferred tax liability | 19,023,000 | ||||
Total liabilities | 37,421,000 | ||||
Total cash price paid upon acquisition and fair value of existing equity interest | 54,283,000 | ||||
Commercial Milestones [Member] | Annovation [Member] | |||||
Business Acquisition [Line Items] | |||||
Additional Milestone Payment | $26,300,000 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Balance as of December 31, 2014 | $2,528 | |
Other comprehensive Income (loss) before reclassifications | 2,706 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | [1] |
Total other comprehensive loss | 2,706 | |
Balance as of March 31, 2015 | 5,234 | |
Foreign currency translation adjustment | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Balance as of December 31, 2014 | 2,528 | |
Other comprehensive Income (loss) before reclassifications | 2,706 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | [1] |
Total other comprehensive loss | 2,706 | |
Balance as of March 31, 2015 | $5,234 | |
[1] | Amounts reclassified affect other income in the consolidated statements of income. |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
segment | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segments | 1 | ||
Net revenue | $126,516 | $177,235 | |
Percentage of revenue by geographic segments | 100.00% | 100.00% | |
Long-lived assets | 1,408,787 | 1,227,284 | |
Percentage of long-lived assets by geographic segments | 100.00% | 100.00% | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 120,764 | 167,480 | |
Percentage of revenue by geographic segments | 95.50% | 94.50% | |
Long-lived assets | 1,400,153 | 1,218,370 | |
Percentage of long-lived assets by geographic segments | 99.40% | 99.30% | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 5,090 | 8,719 | |
Percentage of revenue by geographic segments | 4.00% | 4.90% | |
Long-lived assets | 8,634 | 8,899 | |
Percentage of long-lived assets by geographic segments | 0.60% | 0.70% | |
Rest of world [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 662 | 1,036 | |
Percentage of revenue by geographic segments | 0.50% | 0.60% | |
Long-lived assets | $0 | $15 | |
Percentage of long-lived assets by geographic segments | 0.00% | 0.00% |
Collaboration_Agreements_Detai
Collaboration Agreements (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 16, 2014 | Feb. 28, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative Arrangement, Milestone Payment | $1,000,000 | $0 | ||
SciClone [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative Agreement, Milestone Payment Received | 50,500,000 | |||
Co-Pomotion Income | 7,800,000 | |||
Alnylam Pharmaceuticals, Inc. [Member] | Collaborative Arrangement [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Initial payment | 25,000,000 | |||
Collaborative Arrangement, Milestone Payment | 10,000,000 | |||
Maximum payment for success-based development and commercialization milestones | $170,000,000 |
Restructuring_Restructuring_Na
Restructuring Restructuring Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Cash | $4,244,000 | |
Restructuring and Related Cost, Expected Cost Remaining | 3,600,000 | |
European Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 9,000,000 | |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash | 4,100,000 | |
Employee Severance [Member] | European Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 8,700,000 | |
Cash | 4,147,000 | |
Lease Charges [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash | 100,000 | |
Lease Charges [Member] | European Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 300,000 | |
European Leases and Equipment Write-Off [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash | $97,000 |
Restructuring_Restructuring_Co
Restructuring Restructuring Costs (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, beginning balance | $7,894 |
Expenses, Net | -76 |
Cash | -4,244 |
Noncash | -6 |
Restructuring Reserve, ending balance | 3,568 |
Employee Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Cash | -4,100 |
Employee Severance [Member] | European Workforce Reduction [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, beginning balance | 7,694 |
Expenses, Net | -76 |
Cash | -4,147 |
Noncash | -6 |
Restructuring Reserve, ending balance | 3,465 |
European Leases and Equipment Write-Off [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, beginning balance | 200 |
Expenses, Net | 0 |
Cash | -97 |
Noncash | 0 |
Restructuring Reserve, ending balance | $103 |
Subsequent_Event_Details
Subsequent Event (Details) (Scenario, Forecast [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2015 |
Scenario, Forecast [Member] | |
Subsequent Event [Line Items] | |
Cash paid under license and acquisition agreement | $147 |