Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MEDICINES CO /DE | |
Entity Central Index Key | 1,113,481 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 70,072,431 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 430,196 | $ 373,173 |
Accounts receivable, net of allowances of approximately $13.7 million and $17.6 million at March 31, 2016 and December 31, 2015 | 42,834 | 52,328 |
Inventory | 68,454 | 64,584 |
Prepaid expenses and other current assets | 19,337 | 19,995 |
Current assets held for sale | 0 | 322,837 |
Total current assets | 560,821 | 832,917 |
Fixed assets, net | 34,416 | 34,780 |
Intangible assets, net | 629,935 | 636,220 |
Goodwill | 289,441 | 289,441 |
Restricted cash | 1,406 | 1,428 |
Contingent purchase price from sale of business | 78,000 | 0 |
Other assets | 750 | 730 |
Total assets | 1,594,769 | 1,795,516 |
Current liabilities: | ||
Accounts payable | 15,526 | 36,038 |
Accrued expenses | 103,109 | 128,558 |
Current portion of contingent purchase price | 29,939 | 26,800 |
Convertible senior notes | 258,800 | 255,473 |
Deferred revenue | 21,869 | 19,863 |
Current liabilities held for sale | 0 | 67,515 |
Total current liabilities | 429,243 | 534,247 |
Contingent purchase price | 89,673 | 96,957 |
Convertible senior notes | 315,080 | 312,107 |
Deferred tax liabilities | 89,150 | 89,996 |
Other liabilities | 12,530 | 13,346 |
Total liabilities | 935,676 | 1,046,653 |
Equity component of currently redeemable convertible senior notes (Note 10) | 14,167 | 17,089 |
Stockholders’ equity: | ||
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value per share; 187,500,000 authorized, 72,131,960 issued and 69,938,978 outstanding at March 31, 2016 and 71,767,371 issued and 69,574,389 outstanding at December 31, 2015 | 72 | 72 |
Additional paid-in capital | 1,223,024 | 1,208,058 |
Treasury stock, at cost; 2,192,982 shares at March 31, 2016 and December 31, 2015 | (50,000) | (50,000) |
Accumulated deficit | (522,313) | (429,865) |
Accumulated other comprehensive (loss) income | (5,377) | 3,973 |
Total The Medicines Company stockholders’ equity | 645,406 | 732,238 |
Non-controlling interest in joint venture | (480) | (464) |
Total stockholders’ equity | 644,926 | 731,774 |
Total liabilities and stockholders’ equity | $ 1,594,769 | $ 1,795,516 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowances for accounts receivable | $ 13.7 | $ 17.6 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 187,500,000 | 187,500,000 |
Common stock, shares, issued | 72,131,960 | 71,767,371 |
Common stock, shares outstanding | 69,938,978 | 69,574,389 |
Treasury stock, shares | 2,192,982 | 2,192,982 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net product revenues | $ 31,375 | $ 110,115 |
Royalty revenues | 18,931 | 0 |
Total net revenues | 50,306 | 110,115 |
Operating expenses: | ||
Cost of revenue | 18,797 | 20,538 |
Research and development | 33,491 | 23,283 |
Selling, general and administrative | 79,298 | 80,785 |
Total operating expenses | 131,586 | 124,606 |
Loss from operations | (81,280) | (14,491) |
Co-promotion and license income | 975 | 8,388 |
Gain on remeasurement of equity investment | 0 | 22,741 |
Loss in equity investment | 0 | (144) |
Interest expense | (9,746) | (8,615) |
Other (loss) income | (262) | 467 |
(Loss) income from continuing operations before income taxes | (90,313) | 8,346 |
Provision for income taxes | (46) | (4,001) |
Net (loss) income from continuing operations | (90,359) | 4,345 |
(Loss) income from discontinued operations, net of tax | (2,105) | 661 |
Net (loss) income | (92,464) | 5,006 |
Net loss attributable to non-controlling interest | 16 | 28 |
Net (loss) income attributable to The Medicines Company | (92,448) | 5,034 |
Amounts attributable to The Medicines Company: | ||
Net (loss) income from continuing operations | (90,343) | 4,373 |
(Loss) income from discontinued operations, net of tax | (2,105) | 661 |
Net (loss) income attributable to The Medicines Company | $ (92,448) | $ 5,034 |
Basic (loss) earnings per common share attributable to The Medicines Company: | ||
(Loss) earnings from continuing operations (USD per share) | $ (1.31) | $ 0.07 |
(Loss) earnings from discontinued operations (USD per share) | (0.03) | 0.01 |
Basic (loss) earnings per share (USD per share) | (1.34) | 0.08 |
Diluted (loss) earnings per common share attributable to The Medicines Company: | ||
(Loss) earnings from continuing operations (USD per share) | (1.31) | 0.07 |
(Loss) earnings from discontinued operations (USD per share) | (0.03) | 0.01 |
Diluted (loss) earnings per share (USD per share) | $ (1.34) | $ 0.08 |
Weighted average number of common shares outstanding: | ||
Basic (shares) | 69,210 | 65,174 |
Diluted (shares) | 69,210 | 66,929 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (92,464) | $ 5,006 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 315 | 2,706 |
Amounts reclassified from accumulated other comprehensive income | (9,665) | 0 |
Other comprehensive (loss) income | (9,350) | 2,706 |
Comprehensive (loss) income | (101,814) | 7,712 |
Less: comprehensive loss attributable to non-controlling interest | 16 | 28 |
Comprehensive (loss) income attributable to The Medicines Company | $ (101,798) | $ 7,740 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (92,464) | $ 5,006 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 7,343 | 7,561 |
Amortization of debt discount | 6,300 | 5,516 |
Unrealized foreign currency transaction gains, net | (573) | (151) |
Non-cash stock compensation expense | 6,940 | 7,618 |
Gain on sale of business | (1,004) | 0 |
Loss on disposal of fixed assets | 0 | 530 |
Deferred tax benefit | (867) | (433) |
Excess tax expense from share-based compensation arrangements | 0 | 282 |
Gain on remeasurement of equity investment | 0 | (22,741) |
Change in contingent consideration obligation | (1,372) | 1,417 |
Loss in equity investment | 0 | 144 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,580 | 56,032 |
Inventory, net | (2,347) | (46,006) |
Prepaid expenses and other current assets | 635 | 1,214 |
Accounts payable | (20,559) | (6,142) |
Accrued expenses | (31,181) | (44,230) |
Deferred revenue | 1,993 | (933) |
Other liabilities | (804) | (5,713) |
Net cash used in operating activities | (118,380) | (41,029) |
Cash flows from investing activities: | ||
Proceeds from sale of fixed assets | 0 | 250 |
Purchases of fixed assets | 0 | (632) |
Acquisition of business, net of cash acquired | 0 | (28,397) |
Payments for intangible assets | 0 | (90,617) |
Proceeds from sale of business | 174,068 | 0 |
Change in restricted cash | (13) | 17 |
Net cash provided by (used in) investing activities | 174,055 | (119,379) |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock, net | 5,104 | 11,975 |
Milestone payments | (2,773) | (1,000) |
Proceeds from the issuance of convertible senior notes | 0 | 400,000 |
Debt and equity issuance costs | 0 | (12,769) |
Excess tax expense from share-based compensation arrangements | 0 | (282) |
Net cash provided by financing activities | 2,331 | 397,924 |
Effect of exchange rate changes on cash | (983) | (1,184) |
Increase in cash and cash equivalents | 57,023 | 236,332 |
Cash and cash equivalents at beginning of period | 373,173 | 370,741 |
Cash and cash equivalents at end of period | 430,196 | 607,073 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 5,000 | 0 |
Taxes paid | $ 24 | $ 45 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
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, Ionsys ® (fentanyl iontophoretic transdermal system), Kengreal ® (cangrelor), Minocin (minocycline) for injection and Orbactiv ® (oritavancin). The Company also has a pipeline of acute and intensive care hospital products in development, including ABP-700, ALN-PCSsc, Carbavance ® and MDCO-216. 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. On July 2, 2015, the Company entered into a supply and distribution agreement with Sandoz Inc. (Sandoz), under which the Company granted Sandoz the exclusive right to sell in the United States an authorized generic of Angiomax (bivalirudin). The Company entered into the supply and distribution agreement as a result of the July 2, 2015 U.S. Court of Appeals for the Federal Circuit (Federal Circuit Court) ruling against the Company in its patent infringement litigation with Hospira, Inc. (Hospira) with respect to U.S. Patent No. 7,582,727 (‘727 patent) and U.S. Patent No. 7,598,343 (‘343 patent), covering a more consistent and improved Angiomax drug product and the processes by which it is made. In its July 2, 2015 ruling, the Federal Circuit Court held the ‘727 patent and the ‘343 patent invalid. On July 15, 2015, Hospira’s Abbreviated New Drug Applications (ANDA) for its generic versions of bivalirudin were approved by the FDA and Hospira began selling its generic versions of bivalirudin. In November 2015, the Company’s petition for en banc review of the Federal Circuit Court’s July 2, 2015 decision was granted and the Federal Circuit Court vacated its July 2, 2015 decision. Notwithstanding the granting of the Company’s petition for en banc review, due to the July 2, 2015 decision and the Company’s resulting entry into a supply and distribution agreement with Sandoz and Hospira’s entry into the market, Angiomax is now subject to generic competition with the authorized generic and Hospira’s generic bivalirudin products. On November 3, 2015, the Company announced that it was in the process of evaluating its operations with a goal of unlocking stockholder value. In particular, the Company stated its current intention was to explore strategies for optimizing its capital structure and liquidity position and to narrow the Company’s operational focus by strategically separating non-core businesses and products in order to generate non-dilutive cash and reduce associated cash burn and capital requirements, including, among other things, by potentially divesting or partnering its hemostasis portfolio, consisting of PreveLeak (surgical sealant), Raplixa (fibrin sealant) and Recothrom Thrombin topical (Recombinant) (the Hemostasis Business). On February 1, 2016, the Company completed the sale of its Hemostasis Business, to wholly owned subsidiaries of Mallinckrodt plc (collectively, Mallinckrodt) pursuant to the Purchase and Sale Agreement dated December 18, 2015 (the Purchase and Sale Agreement) between the Company and Mallinckrodt. At completion of the sale, the Company received approximately $174.1 million in cash from Mallinckrodt, and may receive up to an additional $235.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of PreveLeak™ and Raplixa™. As a result of the transaction, the Company accounted for the assets and liabilities of the Hemostasis Business as held for sale at December 31, 2015. As a result of the classification as held for sale, the Company recorded impairment charges of $133.3 million , including $24.5 million related to goodwill, to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell for the year ended December 31, 2015. Further, the financial results of the Hemostasis Business held for sale have been reclassified to discontinued operations for all periods presented in our condensed consolidated financial statements. See Note 16 , “Discontinued Operations,” for further details. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 “Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and 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 unaudited condensed consolidated financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, comprehensive (loss) income, and cash flows for the periods presented. The accompanying condensed 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 condensed 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, 2016 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, 2016 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the 2015 Form 10-K) 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)/income that are reported in the condensed 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 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. Contingent purchase price from sale of business Contingent purchase price from sale of business is measured at fair value utlizing the “income method,” which applies a probability weighting that considers the estimated future net sales of each of the respective products to determine the probability that each sale milestone will be met. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The Company also considers qualitative factors such as development of competing drugs, regulatory developments and other qualitative factors. Once the year in which each of the sales milestones would be achieved is determined, the respective milestones are then discounted to the present value using an appropriate discount rate. The Company will recognize any increases in the carrying amount or impairments of the contingent purchase price if and when the milestones are achieved or determined to have no value. These increases in carrying amount or impairments would be recorded in selling, general and administrative expenses. 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. The Company recorded reductions of research and development expenses of approximately $6.3 million and $3.2 million for the three months ended March 31, 2016 and 2015 , respectively. 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 No. 2014-09). ASU No. 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. With the issuance of ASU No. 2015-14 in August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption of the standard is permitted but not before the original effective date, which was for reporting periods beginning after December 15, 2016. With the issuance of ASU No. 2016-08 in March 2016 and ASU No. 2016-10 in April 2016, the FASB further amended guidance on recording revenue on a gross versus a net basis and on identifying performance obligations and licensing, respectively. The Company expects to adopt this guidance when effective and continues to evaluate the effect that the updated standard, as well as additional amendments, may have on its consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern” (ASU No. 2014-15), which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. This new ASU requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the possible impact of ASU No. 2014-15 on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Interpretation of Interest (Subtopic 835-35)” which simplifies 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 adopted this guidance in the quarter ended March 31, 2016. As a result of adopting this guidance, the Company has reclassified $2.4 million and $9.0 million of debt issuance costs from noncurrent other assets to current convertible senior notes and noncurrent convertible senior notes, respectively, on its balance sheet as of December 31, 2015. In July 2015, the FASB issued ASU No. 2015-11, “Inventory 9 (Topic 330) - Simplifying the Measurement of Inventory” (ASU No. 2015-11). ASU No. 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value, except for inventory that is measured using the last-in, first-out method or the retail inventory method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU No. 2015-11 is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively with early adoption permitted. The Company is currently evaluating the impact of adopting ASU No. 2015-11 on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU No. 2016-01). ASU No. 2016-01 enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The new guidance affects all reporting organizations (whether public or private) that hold financial assets or owe financial liabilities. The ASU is effective for years beginning after December 15, 2017, including interim periods within those fiscal years. 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 February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU No. 2016-02). ASU No. 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 will be effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after Dec. 15, 2018, with early adoption 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 March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (ASU No. 2016-09). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company recorded share-based compensation expense of approximately $6.9 million and $7.6 million for the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 , there was approximately $45.7 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 1.59 years. During the three months ended March 31, 2016 and 2015 , the Company issued a total of 409,220 and 732,686 , respectively, of shares of its common stock upon the exercise of stock options, grants of restricted stock, and purchases under the Company’s 2010 employee stock purchase plan (ESPP). Cash received from the exercise of stock options and purchases through the ESPP during the three months ended March 31, 2016 and 2015 was $5.1 million and $12.0 million , respectively, and is included within the financing activities section of the accompanying condensed consolidated statements of cash flows. |
(Loss) Earnings per Share
(Loss) Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings per Share | (Loss) Earnings per Share The following table sets forth the computation of basic and diluted (loss) earnings per share for the three months ended March 31, 2016 and 2015 : Three Months Ended 2016 2015 (in thousands, except per share amounts) Net (loss) income from continuing operations attributable to The Medicines Company $ (90,343 ) $ 4,373 (Loss) income from discontinued operations, net of tax (2,105 ) 661 Net (loss) income attributable to The Medicines Company $ (92,448 ) $ 5,034 Weighted average common shares outstanding, basic 69,210 65,174 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — 1,755 Weighted average common shares outstanding, diluted 69,210 66,929 Basic (loss) earnings per common share attributable to The Medicines Company: (Loss) earnings from continuing operations $ (1.31 ) $ 0.07 (Loss) earnings from discontinued operations (0.03 ) 0.01 Basic (loss) earnings per share $ (1.34 ) $ 0.08 Diluted (loss) earnings per common share attributable to The Medicines Company: (Loss) earnings from continuing operations $ (1.31 ) $ 0.07 (Loss) earnings from discontinued operations (0.03 ) 0.01 Diluted (loss) earnings per share $ (1.34 ) $ 0.08 Basic (loss) earnings per share is computed by dividing consolidated net (loss) income attributable to The Medicines Company by the weighted average number of shares of common stock outstanding during the period, excluding unvested restricted common shares. The number of potentially dilutive common shares equivalents is calculated using the treasury stock method. For periods of net loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. Due to the period of net loss from continuing operations attributable to The Medicines Company, the calculation of diluted loss per share for the three months ended March 31, 2016 excluded 2,897,451 potentially dilutive stock options, warrants, restricted common shares, and shares issuable upon conversion of the 2017 and 2022 Notes as their inclusion would have an anti-dilutive effect. For periods of net income when the effects are not anti-dilutive, diluted earnings per share is computed by dividing the net income attributable to The Medicines Company by the weighted average number of shares outstanding and the impact of all potential dilutive common shares, consisting primarily of stock options, unvested restricted common stock, shares issuable upon conversion of convertible senior notes due 2017 and 2022 and stock purchase warrants. For the three months ended March 31, 2015 , there were 4,718,541 shares of unvested restricted stock excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. In January 2015, the Company issued the 2022 Notes (see Note 10 , “Convertible Senior 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 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 (2017 Note Hedges) with several of the initial purchasers of the 2017 Notes, their affiliates and other financial institutions (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 2017 Notes in the event that the market price per share of the Company's common stock, as measured under the terms of the 2017 Note Hedges, is greater than the strike price of the 2017 Note Hedges, which initially corresponded to the conversion price of the 2017 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2017 Notes. For the three months ended March 31, 2015 , there were 55,740 shares of common stock issuable upon conversion of the 2017 Notes included in diluted 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 (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. 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. For the three months ended March 31, 2015 , the 2017 Warrants did not have a dilutive effect on earnings per share because the average market price during the period presented was below the strike price. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2016 and 2015 , the Company recorded a provision of $0.05 million and $4.0 million for income taxes, respectively, based upon its estimated federal, state and foreign (loss)/income for the year. The worldwide effective income tax rates for the Company for the three months ended March 31, 2016 and 2015 were (0.1)% and 45.8% , respectively. This decrease in effective tax rates was primarily driven by the Company’s projected loss for the year 2016 and its inability to realize any benefit from this loss due to the establishment of a valuation allowance against substantial portions of its deferred tax assets during the fourth quarter of 2015. For the three months ended March 31, 2016 , the Company’s provision for income taxes is the result of state tax minimums and estimated taxes due by profitable foreign subsidiaries. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company placed significant weight on the fact that the Company expects to be in a cumulative net book loss for the three-year period ending December 31, 2016 in recording valuation allowances on substantial portions of its deferred tax assets as of March 31, 2016 . The cumulative net book loss is primarily the result of Angiomax facing generic competition in the U.S. since the July 2, 2015 decision by the Federal Circuit Court which held the ‘727 patent and ‘343 patent invalid. The Company will continue 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 additional changes to the valuation allowance recorded on 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, 2016 | |
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 $424.2 million and $367.2 million at March 31, 2016 and December 31, 2015 , respectively. Cash and cash equivalents at both March 31, 2016 and December 31, 2015 also included investments of $6.0 million in money market funds with original maturities of less than three months. Restricted Cash The Company had restricted cash of $1.4 million at both March 31, 2016 and December 31, 2015 , which included $1.0 million at both March 31, 2016 and December 31, 2015 for an outstanding letter 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 Therapeutics Corporation (Targanta) in 2009, the Company had restricted cash of $0.1 million at both March 31, 2016 and December 31, 2015 , in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had restricted cash of $0.3 million at both March 31, 2016 and December 31, 2015 , related to certain foreign tender requirements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined 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. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are 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. 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.Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s Level 3 assets and liabilities consist of the contingent purchase prices associated with the Company’s dispositions and business combinations, respectively. 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. Financial assets measured at fair value on a nonrecurring basis As part of the Purchase and Sale Agreement with Mallinckrodt, the Company may receive up to an additional $235.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of PreveLeak™ and Raplixa™. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The Company utilized the “income method,” which applies a probability weighting that considers the estimated future net sales of each of the respective products to determine the probability that each sale milestone will be met. These projections were based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The Company anticipates payment from Malinckrodt on these sales milestones between 2017 and 2022 with probabilities of achievement ranging from 15% to 85% . The Company also considers qualitative factors such as development of competing drugs, regulatory developments and other qualitative factors. The Company determined the year in which it believes each of the sales milestones will be achieved. The respective milestones were then discounted to the present value using a discount rate of 10% . Any changes to fair value will be recorded if and when the sales milestones are achieved. The Company calculated the fair value of these contingent payments to be received from Mallinckrodt as $78.0 million , which are reflected as a contingent purchase price from sale of business on the condensed consolidated balance sheet at March 31, 2016 . The Company classified these contingent payments as Level 3 assets. Any increases in the carrying amount or impairments of sales milestones would be recognized in selling, general and administrative expenses if and when the milestones are achieved or determined to have no value. Financial assets and liabilities measured at fair value on a recurring basis Financial 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. Except for the Company’s Level 2 liabilities and hedges which are discussed in Note 10 , “Convertible Senior Notes,” the following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015 , by level, within the fair value hierarchy: As of March 31, 2016 As of December 31, 2015 Assets and Liabilities Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of March 31, 2016 Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2015 (in thousands) Assets: Money market $ 6,036 $ — $ — $ 6,036 $ 6,033 $ — $ — $ 6,033 Total assets at fair value $ 6,036 $ — $ — $ 6,036 $ 6,033 $ — $ — $ 6,033 Liabilities: Contingent purchase price $ — $ — $ 119,612 $ 119,612 $ — $ — $ 123,757 $ 123,757 Total liabilities at fair value $ — $ — $ 119,612 $ 119,612 $ — $ — $ 123,757 $ 123,757 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended March 31, 2016 . Level 3 disclosures 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 in the accompanying condensed consolidated statements of operations. The contingent purchase price may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 liabilities: Fair Value as of Valuation Technique Unobservable Input Range (Weighted Average) (in thousands) Targanta: Contingent purchase price $ 6,012 Probability-adjusted discounted cash flow Probability of success 20% Period in which milestone is expected to be achieved 2020 Discount rate 11% Incline: Contingent purchase price $ 25,900 Probability-adjusted discounted cash flow Probabilities of successes 64% - 72% (67%) Period in which milestones are expected to be achieved 2018 - 2019 Discount rate 18% Rempex: Contingent purchase price: commercial milestones $ 60,800 Probability-adjusted discounted cash flow Probabilities of successes 11% - 95% (55%) Period in which milestones are expected to be achieved 2016 - 2021 Discount rate 3.4% - 5.8% Contingent purchase price: sales milestones $ 10,900 Risk-adjusted revenue simulation Probabilities of successes 11% - 63% (25%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 4.9% - 6.0% Annovation: Contingent purchase price $ 16,000 Probability-adjusted discounted cash flow Probability of success 9% - 50% (32%) Period in which milestones are expected to be achieved 2017 - 2030 Discount rate 3.8% - 7.3% Fair Value as of Valuation Technique Unobservable Input Range (Weighted Average) (in thousands) Targanta: Contingent purchase price $ 5,857 Probability-adjusted discounted cash flow Probability of success 20% Period in which milestone is expected to be achieved 2020 Discount rate 11% Incline: Contingent purchase price $ 28,600 Probability-adjusted discounted cash flow Probabilities of successes 64% - 72% (67%) Period in which milestones are expected to be achieved 2017 - 2018 Discount rate 18% Rempex: Contingent purchase price: commercial milestones $ 63,000 Probability-adjusted discounted cash flow Probabilities of successes 11% - 95% (56%) Period in which milestones are expected to be achieved 2016 - 2020 Discount rate 3.6% - 6.0% Contingent purchase price: sales milestones $ 10,300 Risk-adjusted revenue simulation Probabilities of successes 11% - 63% (30%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 5.5% - 6.7% Annovation: Contingent purchase price $ 16,000 Probability-adjusted discounted cash flow Probability of success 8% - 50% (31%) Period in which milestones are expected to be achieved 2016 - 2030 Discount rate 4.1% - 8.2% 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 Therapeutics, Inc. (Incline), Rempex Pharmaceuticals, Inc. (Rempex) and Annovation BioPharma, Inc. (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, Rempex 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 or periods in which milestones will be achieved would result in a significantly higher or lower fair value measurement. The changes in fair value of the Company’s Level 3 contingent purchase price during the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended 2016 2015 (in thousands) Balance at beginning of period $ 123,757 $ 351,134 Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 — 18,000 Settlements (2,773 ) (1,100 ) Fair value adjustment to contingent purchase prices included in net income (loss) (1,372 ) 1,518 Balance at end of period $ 119,612 $ 369,552 For the quarters ended March 31, 2016 and 2015 , changes in the carrying value of the contingent purchase price obligations resulted from changes in the fair value of the contingent consideration due to either the passage of time, changes in discount rates, changes in probabilities of success, or milestones payments. Additionally, for the quarter ended March 31, 2015 , changes in the carrying value of the contingent purchase price obligations included the initial estimate of the fair value of the contingent consideration related to the Company’s acquisition of Annovation. No other changes in valuation techniques or inputs occurred during the three months ended March 31, 2016 and 2015 . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The major classes of inventory were as follows: March 31, December 31, (in thousands) Raw materials $ 37,556 $ 31,354 Work-in-progress 18,298 21,487 Finished goods 12,600 11,743 Total $ 68,454 $ 64,584 The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected volume and provides reserves against the carrying amount of inventory as appropriate. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The following table sets forth the carrying amounts and accumulated amortization of the Company’s intangible assets: As of March 31, 2016 As of December 31, 2015 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount (in thousands) Amortizable intangible assets: Product licenses (1) 15.5 $ 24,500 $ (1,403 ) $ 23,097 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 372,560 (19,342 ) 353,218 373,090 (14,121 ) 358,969 Total amortizable intangible assets 16.2 397,060 (20,745 ) 376,315 404,590 (21,990 ) 382,600 Intangible assets not subject to amortization: In-process research and development — $ 253,620 $ — $ 253,620 $ 253,620 $ — $ 253,620 Total intangible assets not subject to amortization: — 253,620 — 253,620 253,620 — 253,620 Total intangible assets — $ 650,680 $ (20,745 ) $ 629,935 $ 658,210 $ (21,990 ) $ 636,220 _______________________________________ (1) The Company amortizes intangible assets related to the product licenses over their expected useful lives. (2) The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. The Company recognized amortization expense of $6.3 million and $1.7 million related to its intangible assets in the three months ended March 31, 2016 and 2015 , respectively. The Company expects amortization expense related to its intangible assets to be $18.9 million for the last nine months of 2016 . The Company expects annual amortization expense related to its intangible assets to be $25.2 million , $24.8 million , $24.5 million , $24.4 million and $24.1 million for the years ending December 31, 2017 , 2018 , 2019 , 2020 and 2021 , respectively, with the balance of $234.4 million being amortized thereafter. The Company records amortization expense in cost of revenue in the accompanying condensed consolidated statements of operations. There were no changes in the carrying amount of goodwill for the three months ended March 31, 2016 . |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2022 In January 2015, the Company issued, at par value, $400 million aggregate principal amount of 2.5% convertible senior notes due 2022 (the “2022 Notes”). 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. 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. The equity component related to the 2022 Notes is $54.3 million and is recorded in additional paid-in capital on the accompanying condensed consolidated balance sheets. 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 2022 Notes. The 2022 Notes consist of the following: Liability component March 31, 2016 December 31, 2015 (in thousands) Principal $ 400,000 $ 400,000 Less: Debt discount, net (1) (84,920 ) (87,893 ) Net carrying amount $ 315,080 $ 312,107 _______________________________________ (1) Included in the accompanying condensed 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 $334.7 million as of March 31, 2016 . 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, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7 , “Fair Value Measurements,” for definitions of hierarchy levels. As of March 31, 2016 , the remaining contractual life of the 2022 Notes is approximately 5.8 years. The following table sets forth total interest expense recognized related to the 2022 Notes: Three Months Ended March 31, 2016 2015 (in thousands) Contractual interest expense $ 2,500 $ 2,152 Amortization of debt discount 2,974 2,403 Total $ 5,474 $ 4,555 Effective interest rate of the liability component 6.5 % 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). 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. Since the third quarter of 2015, the conditional conversion feature of the 2017 Notes was triggered and the holders have been entitled to convert the notes into the Company's common stock through June 30, 2016. In any period when holders of the 2017 Notes are eligible to exercise their conversion option, the liability component related to these instruments is classified as current and the equity component related to these instruments is classified as mezzanine (temporary) equity, as the Company is required to settle the aggregate principal amount of the notes in cash. If in any future period the conversion threshold requirements of the 2017 Notes are not met, then the liability component of the instrument is classified as non-current and the difference between (1) the amount of cash deliverable upon conversion (i.e., par value of debt) and (2) the carrying value of the debt component will be reclassified from mezzanine equity to permanent equity, and will continue to be reported as permanent equity for any period in which the debt is not currently convertible. No holders of the 2017 Notes exercised their conversion option in 2015. An immaterial amount of 2017 Notes were converted during the three months ended March 31, 2016 . 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 the 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. The equity component recorded at issuance related to the 2017 Notes is $55.7 million and is recorded in stockholders’ equity on the accompanying condensed consolidated balance sheets. 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. Additionally, the Company initially recorded a deferred tax asset of $1.5 million in connection with the 2017 Notes. The 2017 Notes consist of the following: Liability component March 31, 2016 December 31, 2015 (in thousands) Principal $ 275,000 $ 275,000 Less: Debt discount, net (1) (16,200 ) (19,527 ) Net carrying amount $ 258,800 $ 255,473 _______________________________________ (1) Included in the accompanying condensed 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 $270.7 million as of March 31, 2016 . 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, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7 , “Fair Value Measurements,” for definitions of hierarchy levels. As of March 31, 2016 , the remaining contractual life of the 2017 Notes is approximately 1.2 years. The following table sets forth total interest expense recognized related to the 2017 Notes: Three Months Ended March 31, 2016 2015 (in thousands) Contractual interest expense $ 945 $ 945 Amortization of debt discount 3,327 3,113 Total $ 4,272 $ 4,058 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, 2016 , the fair value of the 2017 Note Hedges was $75.8 million . The Company estimates the fair value of its 2017 Note Hedges using Monte Carlo simulations model of its stock prices, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7 , “Fair Value Measurements,” for definitions of hierarchy levels. 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 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. Because the 2017 Warrants are indexed to the Company’s common stock and are recorded in equity in the Company’s condensed consolidated balance sheets, the 2017 Warrants are exempt from the scope and fair value provisions related to accounting for derivative instruments. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following tables provide a reconciliation of the components of accumulated other comprehensive income, net of tax, attributable to The Medicines Company for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total (in thousands) Balance at beginning of period $ 3,924 $ 49 $ 3,973 $ 2,479 $ 49 $ 2,528 Other comprehensive income before reclassifications 315 — 315 2,706 — 2,706 Amounts reclassified from accumulated other comprehensive income (1) (2) (9,616 ) (49 ) (9,665 ) — — — Total other comprehensive (loss) income (9,301 ) (49 ) (9,350 ) 2,706 — 2,706 Balance at end of period $ (5,377 ) $ — $ (5,377 ) $ 5,185 $ 49 $ 5,234 _______________________________________ (1) Amounts were reclassified to other income in the accompanying condensed consolidated statements of operations. There is generally no tax impact related to foreign currency translation adjustments, as earnings are considered permanently reinvested. In addition, there were no material tax impacts related to unrealized gains or losses on available for sale securities in the periods presented. (2) See Note 16 , “Discontinued Operations,” for a discussion of this reclass of foreign currency translation adjustment. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2016 | |
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. The Company allocates resources and assesses financial performance on a consolidated basis. Revenues reported to date are derived primarily from 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. Long-lived assets are comprised of the Company’s noncurrent assets. Three Months Ended March 31, 2016 2015 (in thousands) (in thousands) Net revenues: United States $ 46,436 92.3 % $ 104,458 94.9 % Europe 3,080 6.1 % 4,993 4.5 % Rest of world 790 1.6 % 664 0.6 % Total net revenues $ 50,306 100.0 % $ 110,115 100.0 % March 31, 2016 December 31, 2015 (in thousands) (in thousands) Long-lived assets: United States $ 1,027,783 99.4 % $ 956,298 99.3 % Europe 6,165 0.6 % 6,301 0.7 % Rest of world — — % — — % Total long-lived assets $ 1,033,948 100.0 % $ 962,599 100.0 % |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 information becomes available indicating 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 are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated, other than the class action litigation. As a result, the Company did not record any loss contingencies for any of these matters other than the class action litigation. 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 its consolidated results of operations in any one accounting period. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2016 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Collaboration Agreements Alnylam Pharmaceuticals, Inc. In February 2013, the Company entered into a license and collaboration agreement with Alnylam Pharmaceuticals, Inc. (“Alnylam”) to develop, manufacture, and commercialize therapeutic products targeting the proprotein convertase subtilisin/kexin type 9 (“PCSK9”) gene, based on certain of Alnylam’s RNA interference (“RNAi”) technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam’s technology to develop, manufacture, and commercialize PCSK-9 products for the treatment, palliation and/or prevention of all human diseases. Alnylam was responsible for the development costs of the products, subject to an agreed upon limit, until the completion of Phase 1 clinical studies. The Company is responsible for completing and funding the development costs of the products through commercialization, if successful. The Company paid Alnylam $25 million in an initial license payment which the Company recorded as research and development expense. The Company has also agreed to pay up to an aggregate of $180 million in success-based development and commercialization milestones. In addition, the Company has agreed to pay specified royalties on net sales of these products. Royalties to Alnylam are payable by the Company on a product-by-product and country-by-country basis until the last to occur of the expiration of patent rights in the applicable country that cover the applicable product, the expiration of non-patent regulatory exclusivities for such product in such country, and the twelfth anniversary of the first commercial sale of the product in such country, subject to reduction in specified circumstances. The Company is also responsible for paying royalties, and in some cases, milestone payments, owed by Alnylam to its licensors with respect to intellectual property covering these products. In December 2014, under the terms of the license and collaboration agreement with Alnylam, Alnylam initiated a Phase 1 clinical trial of ALN-PCSsc in the UK. Upon initiation of the Phase I clinical trial, the Company incurred a $10.0 million milestone which it recorded as research and development expense. SciClone Pharmaceuticals On December 16, 2014, the Company entered into a 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 agreed to pay the Company an upfront payment of $10.0 million , 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 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. 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, 2016 and 2015 , the Company recorded approximately $0.1 million and $7.8 million , respectively, of revenue associated with the SciClone agreement as co-promotion and license income. The Company believes the regulatory approval milestones that may be achieved under the SciClone agreement are consistent with the definition of a milestone, and accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when the applicable milestones are 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. Symbio Pharmaceuticals Limited On October 2, 2015, the Company entered into strategic collaboration with Symbio Pharmaceuticals Limited (“Symbio”) under which the Company granted Symbio a license and the exclusive rights to promote, market, and sell Ionsys in Japan. Under the terms of the collaboration, Symbio will be responsible for all aspects of commercialization, including pre- and post-launch activities, for both products in the Japan market and will assist the Company in the registration process for Ionsys. Symbio paid the Company an upfront payment of $10.0 million , regulatory/commercial success milestone payments of up to an aggregate of $20.9 million , and royalties based on net sales of Ionsys in Japan. Factors considered in the determination of deliverables included, among other things, the subject of the licenses and the research and development and commercial capabilities of Symbio. For the three months ended March 31, 2016 , the Company recorded approximately $0.6 million of revenue associated with the Symbio agreement as co-promotion and license income. The Company believes the regulatory approval milestones that may be achieved under the Symbio agreement are consistent with the definition of a milestone and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when the applicable milestones are achieved. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2016 | |
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 reorganization includes a workforce reduction and the consolidation of European sites into a single location in Zurich, Switzerland. As a result of the workforce reduction, the Company reduced its personnel by 46 employees. Upon signing release agreements, impacted employees were eligible to receive severance payments in specified amounts, and general benefits and outplacement services for specified periods in accordance with our policies and local requirements. The Company completed its reorganization of its European operations in December 2014. In the year ended December 2014, the Company recorded, in the aggregate, a one-time charge of approximately $9.0 million associated with the reorganization of its European operations, including $0.5 million of non-cash charges. Lease charges were recorded in selling, general and administrative expenses. The Company recorded $8.7 million associated with the work-force reduction. The Company recorded these charges in research and development expense and selling, general and administrative expense based on responsibilities of the impacted employees. Of the charges related to the 2014 European work-force reduction, $0.3 million were non-cash charges. During the three months ended March 31, 2016 , the Company made lease payments as shown in the table below. The Company expects to pay the remainder of these lease payments in 2016. The following table summarizes the restructuring accrual activity during the three months ended March 31, 2016 : Balance as of January 1, 2016 Expenses, Net Cash Noncash Balance as of March 31, 2016 (in thousands) Employee severance and other personnel benefits: 2014 European workforce reduction $ 523 $ — $ — $ — $ 523 2014 European leases and equipment write-off 58 — (22 ) (3 ) 33 Total $ 581 $ — $ (22 ) $ (3 ) $ 556 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Sale of Hemostasis Business On February 1, 2016, the Company completed the sale of its Hemostasis Business to Mallinckrodt pursuant to the Purchase and Sale Agreement dated December 18, 2015 between the Company and Mallinckrodt. At the completion of the sale, the Company received approximately $174.1 million in cash from Mallinckrodt, and may receive up to an additional $235.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of PreveLeak and Raplixa. As a result of the transaction, the Company accounted for the assets and liabilities of the Hemostasis Business that were sold as held for sale at December 31, 2015. As a result of the classification as held for sale, the Company recorded impairment charges of $133.3 million , including $24.5 million related to goodwill, to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell for the year ended December 31, 2015. The determination of fair value for these assets was based on the best information available that resided within Level 3 of the fair value hierarchy, including internal cash flow estimates discounted at an appropriate interest rate. Financial results of the Hemostasis Business are presented as “(Loss) income from discontinued operations, net of tax” on the accompanying condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 . Assets and liabilities of the Hemostasis Business to be disposed of are presented as “Current assets held for sale” and “Current liabilities held for sale” on the accompanying condensed consolidated balance sheet as of December 31, 2015 . The following table presents key financial results of the Hemostasis Business included in “(Loss) income from discontinued operations, net of tax” for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands) Net product revenues $ 62 $ 16,402 Operating expenses: Cost of product revenue 2,293 13,199 Research and development 146 666 Selling, general and administrative 693 (250 ) Total operating expenses 3,132 13,615 (Loss) income from operations (3,070 ) 2,787 Gain from sale of business 1,004 — Other expense, net (39 ) (350 ) (Loss) income from discontinuing operations before income taxes (2,105 ) 2,437 Provision for income taxes — 1,776 Net (loss) income from discontinued operations $ (2,105 ) $ 661 Cumulative translation adjustment (“CTA”) gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of the Hemostasis Business, the Company reclassified $9.6 million , net of tax, of CTA gains from accumulated comprehensive loss to the Company’s results of discontinued operations. Of this amount, $8.4 million was included in the impairment loss recorded to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell as of December 31, 2015 and $1.2 million was included in gain from sale of business for the quarter ended March 31, 2016. The following table presents the major classes of assets and liabilities at December 31, 2015 related to the Hemostasis Business which were reclassified as held for sale: December 31, (in thousands) Assets: Inventory $ 53,765 Prepaid expenses and other current assets 1,153 Fixed assets, net 1,913 Intangibles, net 374,779 Allowance for reduction of assets of business held for sale (108,773 ) Total assets held for sale $ 322,837 Liabilities: Contingent purchase price - current $ 28,600 Deferred tax liability 38,915 Total liabilities held for sale $ 67,515 Depreciation and amortization were ceased upon determination that the held for sale criteria were met in the fourth quarter of 2015. The significant cash flow items from discontinued operations for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 (in thousands) Depreciation from discontinued operations $ — $ 25 Amortization from discontinued operations — 4,730 Gain on sale of business (1,004 ) — Change in contingent consideration obligation — (1,600 ) Proceeds from sale of business 174,068 — Capital expenditures — 82 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 9, 2016, the Company entered into a purchase and sale agreement pursuant to which the Company agreed to sell to Chiesi USA, Inc. and its parent company, Chiesi Farmaceutici S.p.A., substantially all of its assets relating to Cleviprex, Kengreal and Argatroban for Injection for an upfront payment equal to approximately $260.0 million payable at the closing of the transaction, subject to certain post-closing adjustments, and potential milestone payments of up to $480.0 million following achievement of specified U.S. net sales milestones with respect to Cleviprex and Kengreal. The closing of the transaction is subject to the satisfaction or waiver of customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The purchase and sale agreement contains representations, warranties and covenants as to the parties’ business, financial and legal obligations and provides for indemnification by each of the parties in certain circumstances and subject to certain limitations. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and 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 unaudited condensed consolidated financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, comprehensive (loss) income, and cash flows for the periods presented. The accompanying condensed 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 condensed 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, 2016 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, 2016 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the 2015 Form 10-K) 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)/income that are reported in the condensed 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 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. |
Contingent Purchase Price From Sale of Business | Contingent purchase price from sale of business Contingent purchase price from sale of business is measured at fair value utlizing the “income method,” which applies a probability weighting that considers the estimated future net sales of each of the respective products to determine the probability that each sale milestone will be met. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The Company also considers qualitative factors such as development of competing drugs, regulatory developments and other qualitative factors. Once the year in which each of the sales milestones would be achieved is determined, the respective milestones are then discounted to the present value using an appropriate discount rate. The Company will recognize any increases in the carrying amount or impairments of the contingent purchase price if and when the milestones are achieved or determined to have no value. These increases in carrying amount or impairments would be recorded in selling, general and administrative expenses. |
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. |
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 No. 2014-09). ASU No. 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. With the issuance of ASU No. 2015-14 in August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption of the standard is permitted but not before the original effective date, which was for reporting periods beginning after December 15, 2016. With the issuance of ASU No. 2016-08 in March 2016 and ASU No. 2016-10 in April 2016, the FASB further amended guidance on recording revenue on a gross versus a net basis and on identifying performance obligations and licensing, respectively. The Company expects to adopt this guidance when effective and continues to evaluate the effect that the updated standard, as well as additional amendments, may have on its consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern” (ASU No. 2014-15), which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. This new ASU requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the possible impact of ASU No. 2014-15 on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Interpretation of Interest (Subtopic 835-35)” which simplifies 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 adopted this guidance in the quarter ended March 31, 2016. As a result of adopting this guidance, the Company has reclassified $2.4 million and $9.0 million of debt issuance costs from noncurrent other assets to current convertible senior notes and noncurrent convertible senior notes, respectively, on its balance sheet as of December 31, 2015. In July 2015, the FASB issued ASU No. 2015-11, “Inventory 9 (Topic 330) - Simplifying the Measurement of Inventory” (ASU No. 2015-11). ASU No. 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value, except for inventory that is measured using the last-in, first-out method or the retail inventory method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU No. 2015-11 is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively with early adoption permitted. The Company is currently evaluating the impact of adopting ASU No. 2015-11 on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU No. 2016-01). ASU No. 2016-01 enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The new guidance affects all reporting organizations (whether public or private) that hold financial assets or owe financial liabilities. The ASU is effective for years beginning after December 15, 2017, including interim periods within those fiscal years. 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 February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU No. 2016-02). ASU No. 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 will be effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after Dec. 15, 2018, with early adoption 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 March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (ASU No. 2016-09). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption 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 Per Share | Basic (loss) earnings per share is computed by dividing consolidated net (loss) income attributable to The Medicines Company by the weighted average number of shares of common stock outstanding during the period, excluding unvested restricted common shares. The number of potentially dilutive common shares equivalents is calculated using the treasury stock method. For periods of net loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. For periods of net income when the effects are not anti-dilutive, diluted earnings per share is computed by dividing the net income attributable to The Medicines Company by the weighted average number of shares outstanding and the impact of all potential dilutive common shares, consisting primarily of stock options, unvested restricted common stock, shares issuable upon conversion of convertible senior notes due 2017 and 2022 and stock purchase warrants. |
Fair Value Measurements | a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined 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. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are 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. 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.Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s Level 3 assets and liabilities consist of the contingent purchase prices associated with the Company’s dispositions and business combinations, respectively. 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. |
Segments | 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. |
(Loss) Earnings per Share (Tabl
(Loss) Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share for the three months ended March 31, 2016 and 2015 : Three Months Ended 2016 2015 (in thousands, except per share amounts) Net (loss) income from continuing operations attributable to The Medicines Company $ (90,343 ) $ 4,373 (Loss) income from discontinued operations, net of tax (2,105 ) 661 Net (loss) income attributable to The Medicines Company $ (92,448 ) $ 5,034 Weighted average common shares outstanding, basic 69,210 65,174 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — 1,755 Weighted average common shares outstanding, diluted 69,210 66,929 Basic (loss) earnings per common share attributable to The Medicines Company: (Loss) earnings from continuing operations $ (1.31 ) $ 0.07 (Loss) earnings from discontinued operations (0.03 ) 0.01 Basic (loss) earnings per share $ (1.34 ) $ 0.08 Diluted (loss) earnings per common share attributable to The Medicines Company: (Loss) earnings from continuing operations $ (1.31 ) $ 0.07 (Loss) earnings from discontinued operations (0.03 ) 0.01 Diluted (loss) earnings per share $ (1.34 ) $ 0.08 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Except for the Company’s Level 2 liabilities and hedges which are discussed in Note 10 , “Convertible Senior Notes,” the following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015 , by level, within the fair value hierarchy: As of March 31, 2016 As of December 31, 2015 Assets and Liabilities Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of March 31, 2016 Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2015 (in thousands) Assets: Money market $ 6,036 $ — $ — $ 6,036 $ 6,033 $ — $ — $ 6,033 Total assets at fair value $ 6,036 $ — $ — $ 6,036 $ 6,033 $ — $ — $ 6,033 Liabilities: Contingent purchase price $ — $ — $ 119,612 $ 119,612 $ — $ — $ 123,757 $ 123,757 Total liabilities at fair value $ — $ — $ 119,612 $ 119,612 $ — $ — $ 123,757 $ 123,757 |
Fair Value Inputs, Quantitative Information | The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 liabilities: Fair Value as of Valuation Technique Unobservable Input Range (Weighted Average) (in thousands) Targanta: Contingent purchase price $ 6,012 Probability-adjusted discounted cash flow Probability of success 20% Period in which milestone is expected to be achieved 2020 Discount rate 11% Incline: Contingent purchase price $ 25,900 Probability-adjusted discounted cash flow Probabilities of successes 64% - 72% (67%) Period in which milestones are expected to be achieved 2018 - 2019 Discount rate 18% Rempex: Contingent purchase price: commercial milestones $ 60,800 Probability-adjusted discounted cash flow Probabilities of successes 11% - 95% (55%) Period in which milestones are expected to be achieved 2016 - 2021 Discount rate 3.4% - 5.8% Contingent purchase price: sales milestones $ 10,900 Risk-adjusted revenue simulation Probabilities of successes 11% - 63% (25%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 4.9% - 6.0% Annovation: Contingent purchase price $ 16,000 Probability-adjusted discounted cash flow Probability of success 9% - 50% (32%) Period in which milestones are expected to be achieved 2017 - 2030 Discount rate 3.8% - 7.3% Fair Value as of Valuation Technique Unobservable Input Range (Weighted Average) (in thousands) Targanta: Contingent purchase price $ 5,857 Probability-adjusted discounted cash flow Probability of success 20% Period in which milestone is expected to be achieved 2020 Discount rate 11% Incline: Contingent purchase price $ 28,600 Probability-adjusted discounted cash flow Probabilities of successes 64% - 72% (67%) Period in which milestones are expected to be achieved 2017 - 2018 Discount rate 18% Rempex: Contingent purchase price: commercial milestones $ 63,000 Probability-adjusted discounted cash flow Probabilities of successes 11% - 95% (56%) Period in which milestones are expected to be achieved 2016 - 2020 Discount rate 3.6% - 6.0% Contingent purchase price: sales milestones $ 10,300 Risk-adjusted revenue simulation Probabilities of successes 11% - 63% (30%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 5.5% - 6.7% Annovation: Contingent purchase price $ 16,000 Probability-adjusted discounted cash flow Probability of success 8% - 50% (31%) Period in which milestones are expected to be achieved 2016 - 2030 Discount rate 4.1% - 8.2% |
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, 2016 and 2015 were as follows: Three Months Ended 2016 2015 (in thousands) Balance at beginning of period $ 123,757 $ 351,134 Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 — 18,000 Settlements (2,773 ) (1,100 ) Fair value adjustment to contingent purchase prices included in net income (loss) (1,372 ) 1,518 Balance at end of period $ 119,612 $ 369,552 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The major classes of inventory were as follows: March 31, December 31, (in thousands) Raw materials $ 37,556 $ 31,354 Work-in-progress 18,298 21,487 Finished goods 12,600 11,743 Total $ 68,454 $ 64,584 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | The following table sets forth the carrying amounts and accumulated amortization of the Company’s intangible assets: As of March 31, 2016 As of December 31, 2015 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount (in thousands) Amortizable intangible assets: Product licenses (1) 15.5 $ 24,500 $ (1,403 ) $ 23,097 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 372,560 (19,342 ) 353,218 373,090 (14,121 ) 358,969 Total amortizable intangible assets 16.2 397,060 (20,745 ) 376,315 404,590 (21,990 ) 382,600 Intangible assets not subject to amortization: In-process research and development — $ 253,620 $ — $ 253,620 $ 253,620 $ — $ 253,620 Total intangible assets not subject to amortization: — 253,620 — 253,620 253,620 — 253,620 Total intangible assets — $ 650,680 $ (20,745 ) $ 629,935 $ 658,210 $ (21,990 ) $ 636,220 _______________________________________ (1) The Company amortizes intangible assets related to the product licenses over their expected useful lives. (2) The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. |
Schedule of Indefinite-lived Intangible Assets by Major Class | The following table sets forth the carrying amounts and accumulated amortization of the Company’s intangible assets: As of March 31, 2016 As of December 31, 2015 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Other Charges Net Carrying Amount (in thousands) Amortizable intangible assets: Product licenses (1) 15.5 $ 24,500 $ (1,403 ) $ 23,097 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 372,560 (19,342 ) 353,218 373,090 (14,121 ) 358,969 Total amortizable intangible assets 16.2 397,060 (20,745 ) 376,315 404,590 (21,990 ) 382,600 Intangible assets not subject to amortization: In-process research and development — $ 253,620 $ — $ 253,620 $ 253,620 $ — $ 253,620 Total intangible assets not subject to amortization: — 253,620 — 253,620 253,620 — 253,620 Total intangible assets — $ 650,680 $ (20,745 ) $ 629,935 $ 658,210 $ (21,990 ) $ 636,220 _______________________________________ (1) The Company amortizes intangible assets related to the product licenses over their expected useful lives. (2) The Company amortizes intangible assets related to developed product rights over the remaining life of the patents. |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The 2017 Notes consist of the following: Liability component March 31, 2016 December 31, 2015 (in thousands) Principal $ 275,000 $ 275,000 Less: Debt discount, net (1) (16,200 ) (19,527 ) Net carrying amount $ 258,800 $ 255,473 _______________________________________ (1) Included in the accompanying condensed 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 2022 Notes consist of the following: Liability component March 31, 2016 December 31, 2015 (in thousands) Principal $ 400,000 $ 400,000 Less: Debt discount, net (1) (84,920 ) (87,893 ) Net carrying amount $ 315,080 $ 312,107 _______________________________________ (1) Included in the accompanying condensed 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. |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2022 Notes: Three Months Ended March 31, 2016 2015 (in thousands) Contractual interest expense $ 2,500 $ 2,152 Amortization of debt discount 2,974 2,403 Total $ 5,474 $ 4,555 Effective interest rate of the liability component 6.5 % 6.5 % The following table sets forth total interest expense recognized related to the 2017 Notes: Three Months Ended March 31, 2016 2015 (in thousands) Contractual interest expense $ 945 $ 945 Amortization of debt discount 3,327 3,113 Total $ 4,272 $ 4,058 Effective interest rate of the liability component 6.02 % 6.02 % |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following tables provide a reconciliation of the components of accumulated other comprehensive income, net of tax, attributable to The Medicines Company for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total (in thousands) Balance at beginning of period $ 3,924 $ 49 $ 3,973 $ 2,479 $ 49 $ 2,528 Other comprehensive income before reclassifications 315 — 315 2,706 — 2,706 Amounts reclassified from accumulated other comprehensive income (1) (2) (9,616 ) (49 ) (9,665 ) — — — Total other comprehensive (loss) income (9,301 ) (49 ) (9,350 ) 2,706 — 2,706 Balance at end of period $ (5,377 ) $ — $ (5,377 ) $ 5,185 $ 49 $ 5,234 _______________________________________ (1) Amounts were reclassified to other income in the accompanying condensed consolidated statements of operations. There is generally no tax impact related to foreign currency translation adjustments, as earnings are considered permanently reinvested. In addition, there were no material tax impacts related to unrealized gains or losses on available for sale securities in the periods presented. (2) See Note 16 , “Discontinued Operations,” for a discussion of this reclass of foreign currency translation adjustment. |
Segment and Geographic Inform31
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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. Long-lived assets are comprised of the Company’s noncurrent assets. Three Months Ended March 31, 2016 2015 (in thousands) (in thousands) Net revenues: United States $ 46,436 92.3 % $ 104,458 94.9 % Europe 3,080 6.1 % 4,993 4.5 % Rest of world 790 1.6 % 664 0.6 % Total net revenues $ 50,306 100.0 % $ 110,115 100.0 % |
Reconciliation of Assets from Segment to Consolidated | March 31, 2016 December 31, 2015 (in thousands) (in thousands) Long-lived assets: United States $ 1,027,783 99.4 % $ 956,298 99.3 % Europe 6,165 0.6 % 6,301 0.7 % Rest of world — — % — — % Total long-lived assets $ 1,033,948 100.0 % $ 962,599 100.0 % |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the restructuring accrual activity during the three months ended March 31, 2016 : Balance as of January 1, 2016 Expenses, Net Cash Noncash Balance as of March 31, 2016 (in thousands) Employee severance and other personnel benefits: 2014 European workforce reduction $ 523 $ — $ — $ — $ 523 2014 European leases and equipment write-off 58 — (22 ) (3 ) 33 Total $ 581 $ — $ (22 ) $ (3 ) $ 556 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table presents the major classes of assets and liabilities at December 31, 2015 related to the Hemostasis Business which were reclassified as held for sale: December 31, (in thousands) Assets: Inventory $ 53,765 Prepaid expenses and other current assets 1,153 Fixed assets, net 1,913 Intangibles, net 374,779 Allowance for reduction of assets of business held for sale (108,773 ) Total assets held for sale $ 322,837 Liabilities: Contingent purchase price - current $ 28,600 Deferred tax liability 38,915 Total liabilities held for sale $ 67,515 The following table presents key financial results of the Hemostasis Business included in “(Loss) income from discontinued operations, net of tax” for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands) Net product revenues $ 62 $ 16,402 Operating expenses: Cost of product revenue 2,293 13,199 Research and development 146 666 Selling, general and administrative 693 (250 ) Total operating expenses 3,132 13,615 (Loss) income from operations (3,070 ) 2,787 Gain from sale of business 1,004 — Other expense, net (39 ) (350 ) (Loss) income from discontinuing operations before income taxes (2,105 ) 2,437 Provision for income taxes — 1,776 Net (loss) income from discontinued operations $ (2,105 ) $ 661 The significant cash flow items from discontinued operations for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 (in thousands) Depreciation from discontinued operations $ — $ 25 Amortization from discontinued operations — 4,730 Gain on sale of business (1,004 ) — Change in contingent consideration obligation — (1,600 ) Proceeds from sale of business 174,068 — Capital expenditures — 82 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | Feb. 01, 2016USD ($) | Dec. 18, 2015USD ($) | Mar. 31, 2016USD ($)Drugproduct | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of generic drugs | Drug | 10 | ||||
Number of generic products sold | product | 3 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 174,068 | $ 0 | |||
Contingent purchase price from sale of business | 78,000 | $ 0 | |||
Discontinued Operations, Disposed of by Sale [Member] | Hemostasis Business [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 174,100 | 174,068 | $ 0 | ||
Contingent purchase price from sale of business | $ 235,000 | $ 78,000 | |||
Impairment | $ 133,300 | ||||
Goodwill impairment charge | $ 24,500 |
Significant Accounting Polici35
Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reimbursement by government | $ 6.3 | $ 3.2 | |
Accounting Standards Update 2015-03 [Member] | Current convertible senior notes [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance costs | $ 2.4 | ||
Accounting Standards Update 2015-03 [Member] | Noncurrent convertible senior notes [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance costs | $ 9 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Recorded share-based compensation expense | $ 6.9 | $ 7.6 |
Total unrecognized compensation costs related to non-vested share-based compensation | $ 45.7 | |
Period for recognition | 1 year 7 months 2 days | |
Common stock issued during period for exercise of stock options, restricted stock grants, and purchases under ESPP (shares) | 409,220 | 732,686 |
Cash received from exercise of stock options and purchases through the ESPP | $ 5.1 | $ 12 |
(Loss) Earnings per Share (Narr
(Loss) Earnings per Share (Narrative) (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015$ / shares | Jun. 30, 2012$ / sharesshares | Mar. 31, 2016shares | Mar. 31, 2015shares | |
Schedule of Earnings per Share Basic and Diluted [Line Items] | ||||
Antidilutive shares excluded from computation of diluted loss per share (shares) | 2,897,451 | 4,718,541 | ||
Shares issuable upon conversion, included in diluted shares (in shares) | 0 | 1,755,000 | ||
2017 Warrants [Member] | ||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ||||
Warrants for shares of common stock (shares) | 9,800,000 | |||
Strike price (USD per share) | $ / shares | $ 34.20 | |||
Convertible Senior Notes Due 2022 [Member] | Senior Notes [Member] | ||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ||||
Conversion ratio | 0.0298806 | |||
Conversion price (USD per share) | $ / shares | $ 33.47 | |||
Convertible Senior Notes Due 2017 [Member] | ||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ||||
Shares issuable upon conversion, included in diluted shares (in shares) | 55,740 | |||
Convertible Senior Notes Due 2017 [Member] | Senior Notes [Member] | ||||
Schedule of Earnings per Share Basic and Diluted [Line Items] | ||||
Conversion ratio | 0.0358038 | |||
Conversion price (USD per share) | $ / shares | $ 27.93 |
(Loss) Earnings per Share (Comp
(Loss) Earnings per Share (Computation of Basic and Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net (loss) income from continuing operations attributable to The Medicines Company | $ (90,343) | $ 4,373 |
(Loss) income from discontinued operations, net of tax | (2,105) | 661 |
Net (loss) income attributable to The Medicines Company | $ (92,448) | $ 5,034 |
Weighted average common shares outstanding, basic (shares) | 69,210 | 65,174 |
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes (shares) | 0 | 1,755 |
Weighted average common shares outstanding, diluted (shares) | 69,210 | 66,929 |
Basic (loss) earnings per common share attributable to The Medicines Company: | ||
(Loss) earnings from continuing operations (USD per share) | $ (1.31) | $ 0.07 |
(Loss) earnings from discontinued operations (USD per share) | (0.03) | 0.01 |
Basic (loss) earnings per share (USD per share) | (1.34) | 0.08 |
Diluted (loss) earnings per common share attributable to The Medicines Company: | ||
(Loss) earnings from continuing operations (USD per share) | (1.31) | 0.07 |
(Loss) earnings from discontinued operations (USD per share) | (0.03) | 0.01 |
Diluted (loss) earnings per share (USD per share) | $ (1.34) | $ 0.08 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ (46) | $ (4,001) |
Effective income tax rate | (0.10%) | 45.80% |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 424,200 | $ 367,200 |
Cash equivalents - money market funds | 6,000 | 6,000 |
Restricted cash | 1,406 | 1,428 |
Restricted cash, outstanding letter of credit | 1,000 | 1,000 |
Restricted cash, guaranteed investment certificate for collateralizing an available credit facility | 100 | 100 |
Restricted cash, foreign tender requirements | $ 300 | $ 300 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||||
Contingent purchase price | $ 89,673 | $ 96,957 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Assets: | ||||
Money market | 6,036 | 6,033 | ||
Total assets at fair value | 6,036 | 6,033 | ||
Liabilities: | ||||
Contingent purchase price | 119,612 | 123,757 | ||
Total liabilities at fair value | 119,612 | 123,757 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | ||||
Assets: | ||||
Money market | 6,036 | 6,033 | ||
Total assets at fair value | 6,036 | 6,033 | ||
Liabilities: | ||||
Contingent purchase price | 0 | 0 | ||
Total liabilities at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable 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] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Assets: | ||||
Money market | 0 | 0 | ||
Total assets at fair value | 0 | 0 | ||
Liabilities: | ||||
Contingent purchase price | 119,612 | 123,757 | $ 369,552 | $ 351,134 |
Total liabilities at fair value | $ 119,612 | $ 123,757 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Inputs, Quantitative Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 89,673 | $ 96,957 |
Targanta [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 6,012 | $ 5,857 |
Targanta [Member] | Probability-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 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 25,900 | $ 28,600 |
Incline [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 67.00% | 67.00% |
Discount rate | 18.00% | 18.00% |
Incline [Member] | Minimum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 64.00% | 64.00% |
Incline [Member] | Maximum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 72.00% | 72.00% |
Rempex [Member] | Commercial Milestones [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 60,800 | $ 63,000 |
Rempex [Member] | Commercial Milestones [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 55.00% | 56.00% |
Rempex [Member] | Commercial Milestones [Member] | Minimum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 11.00% | 11.00% |
Discount rate | 3.40% | 3.60% |
Rempex [Member] | Commercial Milestones [Member] | Maximum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 95.00% | 95.00% |
Discount rate | 5.80% | 6.00% |
Rempex [Member] | Sales Milestone [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 10,900 | $ 10,300 |
Rempex [Member] | Sales Milestone [Member] | Risk-adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 25.00% | 30.00% |
Rempex [Member] | Sales Milestone [Member] | Minimum [Member] | Risk-adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 11.00% | 11.00% |
Discount rate | 4.90% | 5.50% |
Rempex [Member] | Sales Milestone [Member] | Maximum [Member] | Risk-adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 63.00% | 63.00% |
Discount rate | 6.00% | 6.70% |
Annovation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 16,000 | $ 16,000 |
Annovation [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 32.00% | 31.00% |
Annovation [Member] | Minimum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 9.00% | 8.00% |
Discount rate | 3.80% | 4.10% |
Annovation [Member] | Maximum [Member] | Probability-adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 50.00% | 50.00% |
Discount rate | 7.30% | 8.20% |
Fair Value Measurements (Level
Fair Value Measurements (Level 3 Contingent Purchase Price) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value Measurement, Contingent Purchase Price [Roll Forward] | ||
Balance at beginning of period | $ 96,957 | |
Balance at end of period | 89,673 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Measurement, Contingent Purchase Price [Roll Forward] | ||
Balance at beginning of period | 123,757 | |
Balance at end of period | 119,612 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Measurement, Contingent Purchase Price [Roll Forward] | ||
Balance at beginning of period | 123,757 | $ 351,134 |
Fair value of contingent purchase price with respect to Annovation as of February 2, 2015 | 0 | 18,000 |
Settlements | (2,773) | (1,100) |
Fair value adjustment to contingent purchase prices included in net income (loss) | (1,372) | 1,518 |
Balance at end of period | $ 119,612 | $ 369,552 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Contingent purchase price from sale of business | $ 78,000 | $ 0 | |
Hemostasis Business [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Contingent purchase price from sale of business | $ 235,000 | $ 78,000 | |
Discount rate | 10.00% | ||
Minimum [Member] | Hemostasis Business [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Probability of achievement | 15.00% | ||
Maximum [Member] | Hemostasis Business [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Probability of achievement | 85.00% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 37,556 | $ 31,354 |
Work-in-progress | 18,298 | 21,487 |
Finished goods | 12,600 | 11,743 |
Total | $ 68,454 | $ 64,584 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill (Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Intangible Assets and Goodwill [Line Items] | |||
Weighted Average Useful Life (years) | 16 years 2 months 12 days | ||
Amortizable intangible assets, Gross Carrying Amount | $ 397,060 | $ 404,590 | |
Amortizable intangible assets, Accumulated Amortization and Other Charges | (20,745) | (21,990) | |
Amortizable intangible assets, Net Carrying Amount | 376,315 | 382,600 | |
Intangible assets not subject to amortization, Gross Carrying Amount | 253,620 | 253,620 | |
Intangible Assets, Gross Carrying Amount | 650,680 | 658,210 | |
Intangible Assets, Net Carrying Amount | 629,935 | 636,220 | |
Amortization of intangible assets | 6,300 | $ 1,700 | |
Future amortization expense, remainder of fiscal year | 18,900 | ||
Future amortization expense, 2017 | 25,200 | ||
Future amortization expense, 2018 | 24,800 | ||
Future amortization expense, 2019 | 24,500 | ||
Future amortization expense, 2020 | 24,400 | ||
Future amortization expense, 2021 | 24,100 | ||
Future amortization expense, after Year 2021 | 234,400 | ||
In-process research and development [Member] | |||
Intangible Assets and Goodwill [Line Items] | |||
Intangible assets not subject to amortization, Gross Carrying Amount | $ 253,620 | 253,620 | |
Product licenses [Member] | |||
Intangible Assets and Goodwill [Line Items] | |||
Weighted Average Useful Life (years) | 15 years 6 months | ||
Amortizable intangible assets, Gross Carrying Amount | $ 24,500 | 31,500 | |
Amortizable intangible assets, Accumulated Amortization and Other Charges | (1,403) | (7,869) | |
Amortizable intangible assets, Net Carrying Amount | $ 23,097 | 23,631 | |
Developed product rights [Member] | |||
Intangible Assets and Goodwill [Line Items] | |||
Weighted Average Useful Life (years) | 16 years 3 months 18 days | ||
Amortizable intangible assets, Gross Carrying Amount | $ 372,560 | 373,090 | |
Amortizable intangible assets, Accumulated Amortization and Other Charges | (19,342) | (14,121) | |
Amortizable intangible assets, Net Carrying Amount | $ 353,218 | $ 358,969 |
Convertible Senior Notes (Due 2
Convertible Senior Notes (Due 2022) (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015USD ($)d$ / shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Interest expense | ||||
Amortization of debt discount | $ 6,300,000 | $ 5,516,000 | ||
Convertible Senior Notes Due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 400,000,000 | 400,000,000 | $ 400,000,000 | |
Interest rate | 2.50% | |||
Proceeds from offering | $ 387,200,000 | |||
Trading period | d | 20 | |||
Redemption consecutive trading period | 30 days | |||
Redemption stock price conversion threshold (greater than or equal to) | 130.00% | |||
Consecutive measurement period | 5 days | |||
Percent of trading price (less than) | 98.00% | |||
Conversion ratio | 0.0298806 | |||
Conversion price (USD per share) | $ / shares | $ 33.47 | |||
Redemption trading period | 19 days | |||
Percent of principal amount plus accrued and unpaid interest | 100.00% | |||
Debt default principal amount percentage | 25.00% | |||
Carrying amount of equity component | 54,300,000 | |||
Debt instrument, term | 7 years | |||
Net deferred tax liabilities | $ 31,800,000 | |||
Liability component | ||||
Principal | $ 400,000,000 | 400,000,000 | 400,000,000 | |
Less: Debt discount, net | (84,920,000) | (87,893,000) | ||
Net carrying amount | 315,080,000 | $ 312,107,000 | ||
Fair value of Notes | $ 334,700,000 | |||
Remaining contractual life | 5 years 9 months 15 days | |||
Interest expense | ||||
Contractual interest expense | $ 2,500,000 | 2,152,000 | ||
Amortization of debt discount | 2,974,000 | 2,403,000 | ||
Total | $ 5,474,000 | $ 4,555,000 | ||
Effective interest rate of the liability component | 6.50% | 6.50% |
Convertible Senior Notes (Due48
Convertible Senior Notes (Due 2017) (Details) | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2012USD ($)d$ / shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Interest expense | ||||
Amortization of debt discount | $ 6,300,000 | $ 5,516,000 | ||
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 275,000,000 | 275,000,000 | $ 275,000,000 | |
Interest rate | 1.375% | |||
Proceeds from offering | $ 266,200,000 | |||
Trading period | d | 20 | |||
Consecutive trading period | 30 days | |||
Redemption stock price conversion threshold (greater than or equal to) | 130.00% | |||
Consecutive measurement period | 5 days | |||
Percent of trading price (less than) | 98.00% | |||
Conversion ratio | 0.0358038 | |||
Conversion price (USD per share) | $ / shares | $ 27.93 | |||
Percent of principal amount plus accrued and unpaid interest | 100.00% | |||
Debt default principal amount percentage | 25.00% | |||
Debt instrument, term | 5 years | |||
Carrying amount of equity component | 55,700,000 | |||
Deferred tax asset, hedging | $ 1,500,000 | |||
Liability component | ||||
Principal | $ 275,000,000 | 275,000,000 | 275,000,000 | |
Less: Debt discount, net | (16,200,000) | (19,527,000) | ||
Net carrying amount | 258,800,000 | $ 255,473,000 | ||
Fair value of Notes | $ 270,700,000 | |||
Remaining contractual life | 1 year 2 months 12 days | |||
Interest expense | ||||
Contractual interest expense | $ 945,000 | 945,000 | ||
Amortization of debt discount | 3,327,000 | 3,113,000 | ||
Total | $ 4,272,000 | $ 4,058,000 | ||
Effective interest rate of the liability component | 6.02% | 6.02% |
Convertible Senior Notes (Note
Convertible Senior Notes (Note Hedges) (Details) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2016 | Jun. 30, 2012 |
Debt Disclosure [Abstract] | ||
Aggregate amount of hedge | $ 58.2 | |
Shares exercisable upon conversion | 9.8 | |
Fair value of Note Hedge | $ 75.8 |
Convertible Senior Notes (Warra
Convertible Senior Notes (Warrants) (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
Jun. 30, 2012USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |
Shares exercisable upon conversion | 9.8 |
2017 Warrants [Member] | |
Debt Instrument [Line Items] | |
Proceeds from sale of warrants | $ | $ 38.4 |
Shares exercisable upon conversion | 9.8 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 34.20 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Balance at beginning of period | $ 3,973 | $ 2,528 |
Other comprehensive income before reclassifications, subtotal | 315 | 2,706 |
Amounts reclassified from accumulated other comprehensive income | (9,665) | 0 |
Other comprehensive (loss) income | (9,350) | 2,706 |
Balance at end of period | (5,377) | 5,234 |
Foreign currency translation adjustment [Member] | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Balance at beginning of period | 3,924 | 2,479 |
Other comprehensive income before reclassifications, subtotal | 315 | 2,706 |
Amounts reclassified from accumulated other comprehensive income | (9,616) | 0 |
Other comprehensive (loss) income | (9,301) | 2,706 |
Balance at end of period | (5,377) | 5,185 |
Unrealized (gain) loss on available for sale securities [Member] | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Balance at beginning of period | 49 | 49 |
Other comprehensive income before reclassifications, subtotal | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | (49) | 0 |
Other comprehensive (loss) income | (49) | 0 |
Balance at end of period | $ 0 | $ 49 |
Segment and Geographic Inform52
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segments | segment | 1 | ||
Net revenue | $ 50,306 | $ 110,115 | |
Percentage of revenue by geographic segments | 100.00% | 100.00% | |
Long-lived assets | $ 1,033,948 | $ 962,599 | |
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 | $ 46,436 | $ 104,458 | |
Percentage of revenue by geographic segments | 92.30% | 94.90% | |
Long-lived assets | $ 1,027,783 | $ 956,298 | |
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 | $ 3,080 | $ 4,993 | |
Percentage of revenue by geographic segments | 6.10% | 4.50% | |
Long-lived assets | $ 6,165 | $ 6,301 | |
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 | $ 790 | $ 664 | |
Percentage of revenue by geographic segments | 1.60% | 0.60% | |
Long-lived assets | $ 0 | $ 0 | |
Percentage of long-lived assets by geographic segments | 0.00% | 0.00% |
Collaboration Agreements (Detai
Collaboration Agreements (Details) - USD ($) $ in Thousands | Oct. 02, 2015 | Dec. 16, 2014 | Dec. 31, 2014 | Feb. 28, 2013 | Mar. 31, 2016 | Mar. 31, 2015 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Co-promotion and license income | $ 975 | $ 8,388 | ||||
Alnylam Pharmaceuticals, Inc. [Member] | Collaborative Arrangement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Initial payment | $ 25,000 | |||||
Maximum payment for success-based development and commercialization milestones | $ 180,000 | |||||
Milestone payment | $ 10,000 | |||||
SciClone [Member] | Collaborative Arrangement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Initial payment | $ 10,000 | |||||
Milestone payment | $ 50,500 | |||||
Co-promotion and license income | 100 | $ 7,800 | ||||
SymBio Pharmaceuticals Ltd [Member] | Collaborative Arrangement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Initial payment | $ 10,000 | |||||
Milestone payment | $ 20,900 | |||||
Co-promotion and license income | $ 600 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) - Reorganization of European Operations [Member] $ in Thousands | Oct. 22, 2014Employee | Mar. 31, 2016USD ($) | Dec. 31, 2014USD ($) |
Restructuring Cost and Reserve [Line Items] | |||
Number of positions eliminated | Employee | 46 | ||
Restructuring charges | $ 9,000 | ||
Restructuring charges, non-cash | $ 3 | ||
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 8,700 | ||
Restructuring charges, non-cash | $ 0 | 500 | |
Lease Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 300 |
Restructuring (Restructuring Re
Restructuring (Restructuring Reserve) (Details) - Reorganization of European Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2014 | |
Restructuring Reserve [Roll Forward] | ||
Balance | $ 581 | |
Expenses, Net | 0 | |
Cash | (22) | |
Noncash | (3) | |
Balance | 556 | |
Employee Severance [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance | 523 | |
Expenses, Net | 0 | |
Cash | 0 | |
Noncash | 0 | $ (500) |
Balance | 523 | |
European Leases and Equipment Write-Off [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance | 58 | |
Expenses, Net | 0 | |
Cash | (22) | |
Noncash | (3) | |
Balance | $ 33 |
Discontinued Operations (Sale o
Discontinued Operations (Sale of Hemostasis Business) (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Dec. 18, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Contingent purchase price from sale of business | $ 78,000 | $ 0 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Gain from sale of business | 1,004 | $ 0 | |||
Net (loss) income from discontinued operations | (2,105) | 661 | |||
Amounts reclassified from accumulated other comprehensive income | 9,665 | 0 | |||
Discontinued Operation, Additional Disclosures [Abstract] | |||||
Gain on sale of business | (1,004) | 0 | |||
Proceeds from sale of business | 174,068 | 0 | |||
Hemostasis Business [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Contingent purchase price from sale of business | $ 235,000 | 78,000 | |||
Impairment charges | $ 133,300 | ||||
Goodwill impairment charge | $ 24,500 | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Net product revenues | 62 | 16,402 | |||
Cost of product revenue | 2,293 | 13,199 | |||
Research and development | 146 | 666 | |||
Selling, general and administrative | 693 | (250) | |||
Total operating expenses | 3,132 | 13,615 | |||
(Loss) income from operations | (3,070) | 2,787 | |||
Gain from sale of business | 1,004 | 0 | |||
Other expense, net | (39) | (350) | |||
(Loss) income from discontinuing operations before income taxes | (2,105) | 2,437 | |||
Provision for income taxes | 0 | 1,776 | |||
Net (loss) income from discontinued operations | (2,105) | 661 | |||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | |||||
Inventory | 53,765 | ||||
Prepaid expenses and other current assets | 1,153 | ||||
Fixed assets, net | 1,913 | ||||
Intangibles, net | 374,779 | ||||
Allowance for reduction of assets of business held for sale | (108,773) | ||||
Total assets held for sale | 322,837 | ||||
Contingent purchase price - current | 28,600 | ||||
Deferred tax liability | 38,915 | ||||
Total liabilities held for sale | $ 67,515 | ||||
Discontinued Operation, Additional Disclosures [Abstract] | |||||
Depreciation from discontinued operations | 0 | 25 | |||
Amortization from discontinued operations | 0 | 4,730 | |||
Gain on sale of business | (1,004) | 0 | |||
Change in contingent consideration obligation | 0 | (1,600) | |||
Proceeds from sale of business | $ 174,100 | 174,068 | 0 | ||
Capital expenditures | 0 | 82 | |||
Foreign currency translation adjustment [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Amounts reclassified from accumulated other comprehensive income | 9,616 | $ 0 | |||
Asset Impairment Charges [Member] | Foreign currency translation adjustment [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Amounts reclassified from accumulated other comprehensive income | 8,400 | ||||
Gain (Loss) on Disposition of Business [Member] | Foreign currency translation adjustment [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Amounts reclassified from accumulated other comprehensive income | $ 1,200 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | May. 09, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Subsequent Event [Line Items] | |||
Proceeds from sale of business | $ 174,068 | $ 0 | |
Subsequent Event [Member] | Cleviprex, Kengreal and Argatroban [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of business | $ 260,000 | ||
Contingent consideration, future milestone payments | $ 480,000 |