Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MEDICINES CO /DE | ||
Entity Central Index Key | 1,113,481 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,369,014,670 | ||
Entity Common Stock, Shares Outstanding | 71,380,379 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 541,835 | $ 373,173 |
Accounts receivable, net of allowances of approximately $2.9 million and $17.6 million at December 31, 2016 and 2015, respectively | 22,087 | 52,328 |
Inventory, net | 70,898 | 64,584 |
Prepaid expenses and other current assets | 19,133 | 19,995 |
Current assets held for sale | 0 | 322,837 |
Total current assets | 653,953 | 832,917 |
Fixed assets, net | 30,961 | 34,780 |
Intangible assets not subject to amortization | 253,620 | 253,620 |
Amortizable intangible assets | 361,601 | 382,600 |
Goodwill | 255,629 | 289,441 |
Restricted cash | 5,032 | 1,428 |
Contingent purchase price from sale of businesses | 143,700 | 0 |
Other assets | 715 | 730 |
Total assets | 1,705,211 | 1,795,516 |
Current liabilities: | ||
Accounts payable | 28,450 | 36,038 |
Accrued expenses | 88,524 | 128,558 |
Current portion of contingent purchase price | 55,000 | 26,800 |
Convertible senior notes | 53,749 | 255,473 |
Deferred revenue | 18,902 | 19,863 |
Current liabilities held for sale | 0 | 67,515 |
Total current liabilities | 244,625 | 534,247 |
Contingent purchase price | 82,289 | 96,957 |
Convertible senior notes | 623,584 | 312,107 |
Deferred tax liabilities | 89,992 | 89,996 |
Other liabilities | 11,705 | 13,346 |
Total liabilities | 1,052,195 | 1,046,653 |
Equity component of currently redeemable convertible senior notes (Note 10) | 1,033 | 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, $0.001 par value per share, 187,500,000 authorized; 73,212,545 issued and 71,019,563 outstanding at December 31, 2016 and 71,767,371 issued and 69,574,389 outstanding at December 31, 2015 | 73 | 72 |
Additional paid-in capital | 1,256,890 | 1,208,058 |
Treasury stock, at cost; 2,192,982 shares at December 31, 2016 and December 31, 2015 | (50,000) | (50,000) |
Accumulated deficit | (548,983) | (429,865) |
Accumulated other comprehensive (loss) income | (5,479) | 3,973 |
Total The Medicines Company stockholders’ equity | 652,501 | 732,238 |
Non-controlling interest in joint venture | (518) | (464) |
Total stockholders’ equity | 651,983 | 731,774 |
Total liabilities and stockholders’ equity | 1,705,211 | 1,795,516 |
In-process research and development [Member] | ||
Current assets: | ||
Intangible assets not subject to amortization | 253,620 | 253,620 |
Product licenses [Member] | ||
Current assets: | ||
Amortizable intangible assets | 26,987 | 23,631 |
Developed product rights [Member] | ||
Current assets: | ||
Amortizable intangible assets | $ 334,614 | $ 358,969 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable allowances | $ 2.9 | $ 17.6 |
Stockholders’ equity: | ||
Preferred stock, par value (usd per share) | $ 1 | $ 1 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 187,500,000 | 187,500,000 |
Common stock, issued (in shares) | 73,212,545 | 71,767,371 |
Common stock, outstanding (in shares) | 71,019,563 | 69,574,389 |
Treasury stock (in shares) | 2,192,982 | 2,192,982 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net product revenues | $ 96,630 | $ 255,148 | $ 659,690 |
Royalty revenues | 71,205 | 53,859 | 0 |
Total net revenues | 167,835 | 309,007 | 659,690 |
Operating expenses: | |||
Cost of product revenues | 71,347 | 119,931 | 233,330 |
Research and development | 139,262 | 123,606 | 139,512 |
Selling, general and administrative | 319,151 | 337,943 | 314,954 |
Total operating expenses | 529,760 | 581,480 | 687,796 |
Loss from operations | (361,925) | (272,473) | (28,106) |
Legal settlement | 0 | 5,000 | 25,736 |
Co-promotion and license income | 3,854 | 10,132 | 24,236 |
Gain on remeasurement of equity investment | 0 | 22,597 | 0 |
Gain on sale of investment | 0 | 19,773 | 0 |
Loss in equity investment | 0 | 0 | (1,711) |
Gain on sale of assets | 288,301 | 0 | 0 |
Loss on extinguishment of debt | (5,380) | 0 | 0 |
Interest expense | (44,463) | (37,092) | (15,701) |
Investment impairment | 0 | 0 | (7,500) |
Other income | 327 | 400 | 918 |
Loss from continuing operations before income taxes | (119,286) | (251,663) | (2,128) |
(Provision) benefit for income taxes | (70) | 29,743 | 2,309 |
Net (loss) income from continuing operations | (119,356) | (221,920) | 181 |
Income (loss) from discontinued operations, net of tax | 184 | (130,826) | (32,529) |
Net loss | (119,172) | (352,746) | (32,348) |
Net loss (income) attributable to non-controlling interest | 54 | (10) | 138 |
Net loss attributable to The Medicines Company | (119,118) | (352,756) | (32,210) |
Amounts attributable to The Medicines Company: | |||
Net (loss) income from continuing operations | (119,302) | (221,930) | 319 |
Income (loss) from discontinued operations, net of tax | 184 | (130,826) | (32,529) |
Net loss attributable to The Medicines Company | $ (119,118) | $ (352,756) | $ (32,210) |
Basic (loss) income per common share attributable to The Medicines Company: | |||
(Loss) income from continuing operations (usd per share) | $ (1.71) | $ (3.32) | $ 0 |
Income (loss) from discontinued operations (usd per share) | 0 | (1.96) | (0.50) |
Basic loss per share (usd per share) | (1.71) | (5.28) | (0.50) |
Diluted (loss) income per common share attributable to The Medicines Company: | |||
(Loss) income from continuing operations (usd per share) | (1.71) | (3.32) | 0 |
Income (loss) from discontinued operations (usd per share) | 0 | (1.96) | (0.49) |
Diluted loss per share (usd per share) | $ (1.71) | $ (5.28) | $ (0.49) |
Weighted average number of common shares outstanding: | |||
Basic (shares) | 69,909 | 66,809 | 64,473 |
Diluted (shares) | 69,909 | 66,809 | 66,668 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (119,172) | $ (352,746) | $ (32,348) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | 213 | 1,445 | 7,180 |
Amounts reclassified from accumulated other comprehensive income | (9,665) | 0 | 0 |
Other comprehensive (loss) income | (9,452) | 1,445 | 7,180 |
Comprehensive loss | (128,624) | (351,301) | (25,168) |
Less: comprehensive loss (income) attributable to non-controlling interest | 54 | (10) | 138 |
Comprehensive loss attributable to The Medicines Company | $ (128,570) | $ (351,311) | $ (25,030) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive (Loss) Income [Member] | Noncontrolling Interest in JV [Member] |
Balance (in shares) at Dec. 31, 2013 | 66,589,000 | 2,193,000 | |||||
Balance at Dec. 31, 2013 | $ 892,161 | $ 66 | $ (50,000) | $ 991,982 | $ (44,899) | $ (4,652) | $ (336) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchase (in shares) | 864,457 | 864,000 | |||||
Employee stock purchases | $ 17,343 | $ 1 | 17,342 | ||||
Issuance of restricted stock awards (in shares) | 212,136 | 214,000 | |||||
Issuance of restricted stock awards | $ 1 | $ 1 | 0 | ||||
Non-cash stock compensation | 34,311 | 34,311 | |||||
Excess tax benefit from share-based compensation arrangements | 1,443 | 1,443 | |||||
Net loss | (32,348) | (32,210) | (138) | ||||
Currency translation adjustment | 7,180 | 7,180 | |||||
Amounts reclassified from accumulated other comprehensive income | 0 | ||||||
Balance (in shares) at Dec. 31, 2014 | 67,667,000 | 2,193,000 | |||||
Balance at Dec. 31, 2014 | $ 920,091 | $ 68 | $ (50,000) | 1,045,078 | (77,109) | 2,528 | (474) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchase (in shares) | 2,989,324 | 2,989,000 | |||||
Employee stock purchases | $ 65,238 | $ 3 | 65,235 | ||||
Issuance of restricted stock awards (in shares) | 166,042 | 166,000 | |||||
Issuance of restricted stock awards | $ 0 | $ 0 | 0 | ||||
Issuance of common stock (in shares) | 945,000 | ||||||
Issuance of common stock | 29,964 | $ 1 | 29,963 | ||||
Non-cash stock compensation | 30,605 | 30,605 | |||||
Equity component of notes | 37,177 | 37,177 | |||||
Net loss | (352,746) | (352,756) | 10 | ||||
Currency translation adjustment | 1,445 | 1,445 | |||||
Amounts reclassified from accumulated other comprehensive income | 0 | ||||||
Balance (in shares) at Dec. 31, 2015 | 71,767,000 | 2,193,000 | |||||
Balance at Dec. 31, 2015 | $ 731,774 | $ 72 | $ (50,000) | 1,208,058 | (429,865) | 3,973 | (464) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Employee stock purchase (in shares) | 1,312,812 | 1,313,000 | |||||
Employee stock purchases | $ 33,776 | $ 1 | 33,775 | ||||
Issuance of restricted stock awards (in shares) | 132,344 | 132,000 | |||||
Issuance of restricted stock awards | $ 0 | $ 0 | |||||
Non-cash stock compensation | 30,987 | 30,987 | |||||
Reclassification from mezzanine equity | 16,056 | 16,056 | |||||
Equity component of 2017 Notes repurchase | (108,725) | (108,725) | |||||
Purchase of capped call transactions | (33,931) | (33,931) | |||||
Equity component of notes | 98,085 | 98,085 | |||||
Settlement of hedges | (87,874) | (87,874) | |||||
Settlement of warrants | 100,459 | 100,459 | |||||
Net loss | (119,172) | (119,118) | (54) | ||||
Currency translation adjustment | 213 | 213 | |||||
Amounts reclassified from accumulated other comprehensive income | (9,665) | (9,665) | |||||
Balance (in shares) at Dec. 31, 2016 | 73,212,000 | 2,193,000 | |||||
Balance at Dec. 31, 2016 | $ 651,983 | $ 73 | $ (50,000) | $ 1,256,890 | $ (548,983) | $ (5,479) | $ (518) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (119,172) | $ (352,746) | $ (32,348) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 31,042 | 34,837 | 34,398 |
Asset impairment charges | 0 | 29,413 | 31,133 |
Impairment on divestiture | 0 | 133,273 | 0 |
Amortization of debt discount | 26,182 | 23,676 | 11,920 |
Unrealized foreign currency transaction gains, net | (941) | (173) | (833) |
Stock compensation expense | 30,987 | 30,605 | 34,311 |
Loss on disposal of fixed assets | 521 | 543 | 35 |
Deferred tax benefit | (23) | (53,292) | (5,565) |
Excess tax benefit from share-based compensation arrangements | 0 | 0 | (1,443) |
Extinguishment of debt | 5,380 | 0 | 0 |
Gain on sale of businesses | (289,305) | 0 | 0 |
Gain on sale of investment | 0 | (19,773) | 0 |
Gain on remeasurement of equity investment | 0 | (22,597) | 0 |
Reserve for excess or obsolete inventory | 8,533 | 42,599 | 0 |
Changes in contingent consideration obligations | 23,981 | 20,278 | 20,823 |
Loss in equity investment | 0 | 0 | 1,711 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 30,144 | 103,100 | (54,739) |
Inventory, net | (15,653) | (69,318) | 5,627 |
Prepaid expenses and other current assets | 569 | (5,286) | (3,559) |
Accounts payable | (7,398) | 16,362 | (6,866) |
Accrued expenses | (37,233) | (39,501) | 24,058 |
Deferred revenue | 1,568 | 8,386 | 5,257 |
Payments on contingent purchase price | (1,045) | (78,900) | 0 |
Other liabilities | (11,446) | 549 | 3,394 |
Net cash (used in) provided by operating activities | (323,309) | (197,965) | 67,314 |
Cash flows from investing activities: | |||
Proceeds from sale of fixed assets | 0 | 250 | 0 |
Proceeds from sale of investment | 0 | 19,773 | 0 |
Purchases of fixed assets | (2,176) | (2,555) | (7,289) |
Payments for intangible assets | (10,000) | (112,617) | (15,000) |
Other investments | 0 | 0 | (3,625) |
Acquisition of business, net of cash acquired | 0 | (28,397) | (58,934) |
Proceeds from sale of businesses | 437,875 | 0 | 0 |
Change in restricted cash | (3,656) | 35 | 92 |
Net cash provided by (used in) investing activities | 422,043 | (123,511) | (84,756) |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock, net | 33,776 | 95,198 | 17,343 |
Milestone payments | (9,404) | (157,601) | (9,953) |
Proceeds from the issuance of convertible senior notes | 402,500 | 400,000 | 0 |
Repayments of convertible senior notes | (323,225) | 0 | 0 |
Purchase of capped call transactions related to convertible senior notes | (33,931) | 0 | 0 |
Proceeds from settlement of bond hedges related to convertible senior notes | 100,459 | 0 | 0 |
Settlement of warrants | (87,874) | 0 | 0 |
Debt and equity issuance costs | (11,725) | (12,769) | 0 |
Excess tax benefit from share-based compensation arrangements | 0 | 0 | 1,443 |
Net cash provided by financing activities | 70,576 | 324,828 | 8,833 |
Effect of exchange rate changes on cash | (648) | (920) | 2,623 |
Increase (decrease) in cash and cash equivalents | 168,662 | 2,432 | (5,986) |
Cash and cash equivalents at beginning of period | 373,173 | 370,741 | 376,727 |
Cash and cash equivalents at end of period | 541,835 | 373,173 | 370,741 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 12,269 | 8,837 | 3,782 |
Taxes paid | $ 36 | $ 114 | $ 1,371 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 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. The Company markets Angiomax ® (bivalirudin), Ionsys ® (fentanyl iontophoretic transdermal system), Minocin (minocycline) for injection and Orbactiv ® (oritavancin). The Company also has a pipeline of products in development, including Carbavance ® , inclisiran (formerly known as PCSK9si) and MDCO-700 (formerly known as ABP-700). The Company has the right to develop, manufacture and commercialize inclisiran 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 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 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. 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. On February 1, 2016, the Company completed the sale of its hemostasis portfolio, consisting of PreveLeak (surgical sealant), Raplixa (fibrin sealant) and Recothrom Thrombin topical (Recombinant) (the Hemostasis Business), to wholly owned subsidiaries of Mallinckrodt plc (collectively, Mallinckrodt) pursuant to the purchase and sale agreement dated December 18, 2015 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 were reclassified to discontinued operations for all periods presented in our consolidated financial statements. See Note 24 “Discontinued Operations” for further details. On June 21, 2016, the Company completed the sale of three non-core cardiovascular products, Cleviprex (clevidipine) injectable emulsion, Kengreal (cangrelor) and rights to Argatroban for Injection (collectively the Non-Core ACC Products) and related assets, to Chiesi USA, Inc. (Chiesi USA) and its parent company Chiesi Farmaceutici S.p.A. (Chiesi) pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi and Chiesi USA. At the completion of the sale, the Company received approximately $263.8 million in cash, which included the value of product inventory, and may receive up to an additional $480.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of each of Cleviprex and Kengreal. As part of the transaction, we sublicensed to Chiesi all of our rights to Cleviprex and Kengreal under our license from AstraZeneca. Subsequent to the completion of the sale, these sublicenses from us to Chiesi were terminated, Chiesi purchased from Astrazeneca all or substantially all of AstraZeneca’s assets relating to Cleviprex and Kengreal, we and Chiesi released certain claims against one another, and we paid Chiesi $7.5 million . See Note 23 , “Dispositions,” for further details. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company’s consolidated financial statements equal to percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. Loss Attributable to Noncontrolling Interest In 2010, the Company and Windlas Healthcare Private Limited entered into a joint venture in India. Given the Company’s majority ownership interest of approximately 74.0% as of December 31, 2016 of the joint venture company, the Medicines Company (India) Private Limited, the accounts of the Medicines Company (India) Private Limited have been consolidated with the Company’s accounts, and a noncontrolling interest has been recorded for the noncontrolling investors’ interests in the equity and operations of the Medicines Company (India) Private Limited. For the year ended December 31, 2016 , the loss attributable to the noncontrolling interest in the Medicines Company (India) Private Limited was de minimis. Investments The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method. Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired. Investments in which the Company has at least a 20%, but not more than a 50%, interest are generally accounted for under the equity method. These non-marketable securities have been classified as investments and included in other assets on the accompanying consolidated balance sheets. The Company’s proportionate share of the operating results is recorded as loss in equity investment in the Company’s consolidated statement of operations. On February 2, 2015, the Company completed the acquisition of Annovation, and Annovation became the Company’s wholly owned subsidiary. See Note 7 “Acquisition” for further details. Inventory The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax, Orbactiv, Minocin IV and Ionsys bulk substances are classified as raw materials and their costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. Fixed Assets Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. Repairs and maintenance costs are expensed as incurred. Treasury Stock Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. Intangible Assets with Definite Useful Lives Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In-Process Research and Development The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise it is expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the “income method,” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. The Company also considers qualitative factors such as development of competing drugs, status in the development cycle of the product, regulatory developments and other qualitative factors. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. Based on the Company’s evaluation, IPR&D was not impaired as of December 31, 2016 . As a result of the sale of the Hemostasis Business, the Company determined that a portion of the IPR&D was impaired as of December 31, 2015. As a result of the transaction, the Company accounted for the assets and liabilities of the Hemostasis Business 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 $108.8 million to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell. See Note 8 “Intangible Assets and Goodwill” and Note 24 “Discontinued Operations” for further details. Based on the Company’s analysis, there was no other impairment of indefinite lived intangible assets in connection with the annual impairment tests that were performed during 2016 . Goodwill Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. Based on the Company’s evaluation, goodwill was not impaired as of December 31, 2016 . Contingent Purchase Price From Sale of Business The Company has contingent assets for certain specified calendar year net sales milestones as part of the sales of the Hemostasis Business and the Non-Core ACC Products. In determining the fair value of these sales milestones, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The Company utilizes either the “income method” or a risk adjusted revenue simulation model. The income method 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. In a risk adjusted revenue simulation model, the chances of achieving many different revenue levels are estimated and then adjusted to reflect the results of similar products and companies in the market to calculate the fair value of each milestone payment. The breadth of all possible revenue scenarios is captured in an estimate of revenue volatility - a measure that can be estimated from performance of similar companies in the market. The Company estimated revenue volatility as the delivered asset volatility observed in comparable companies’ historical performance, where the delivering asset was based on operational leverage of the Company. Under each of these possible scenarios, different amounts of the sales-based milestone payments are calculated, and the average of the payments across a range of possible scenarios is deemed to be the expected value of the earn-out payments. 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 in the consolidated statements of operations. Long-Lived Assets Long-lived assets, such as property, plant and equipment and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. Contingent Purchase Price from Business Combinations Subsequent to the acquisition date, the Company measures the fair value of the acquisition-related contingent consideration at each reporting period, with changes in fair value recorded in selling, general and administrative in the accompanying consolidated statements of operations. Changes to contingent consideration obligations can result from adjustments to discount rates and periods, updates in the assumed achievement or timing of any development or commercial milestone or changes in the probability of certain clinical events, the passage of time and changes in the assumed probability associated with regulatory approval. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments with high quality institutions. At December 31, 2016 and 2015 , approximately $56.1 million and $6.0 million , respectively, of the Company’s cash and cash equivalents was invested in a single fund, the Dreyfus Cash Management Money Market Fund, a no-load money market fund with Capital Advisors Group. The Company currently sells Minocin IV, Orbactiv, branded Angiomax and the acute care generic products in the United States to a sole source distributor, Integrated Commercialization Solutions, Inc. (ICS). ICS accounted for 71% , 88% and 94% of the Company’s net product revenues for 2016 , 2015 and 2014 , respectively. At December 31, 2016 and 2015 , amounts due from ICS represented approximately $6.2 million and $33.2 million , or 25% and 47% , of gross accounts receivable, respectively. Product sales to Sandoz accounted for 17% and 4% of the Company’s net product revenues for 2016 and 2015 , respectively. At December 31, 2016 and 2015 , amounts due from Sandoz related to product sales were approximately $5.6 million or 22% and $3.0 million or 4% , respectively, of gross accounts receivable. At December 31, 2016 and 2015 , amounts due from Sandoz related to royalty revenues were approximately $9.1 million or 36% and $29.4 million or 42% , respectively, of gross accounts receivable. Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the FASB on accounting for contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. Revenue Recognition Product Sales. The Company distributes Orbactiv, Minocin IV, branded Angiomax and the acute care generic products in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). The Company sold Cleviprex, Kengreal and ready-to-use Argatroban under this model up until the sale of these products to Chiesi. See Note 23 , “Dispositions,” for further details. ICS then primarily sells this product to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States. The Company sells Ionsys through a sole source distribution model with Cardinal Health, Inc. (Cardinal). The Company recognizes sales of Minocin upon shipment to ICS. The Company recognizes sales from Orbactiv, Ionsys and the acute care generic products it markets under a deferred revenue model. Under its deferred revenue model, the Company invoices ICS or Cardinal upon product shipment, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS or Cardinal as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. The Company had deferred revenue of $3.3 million and $4.1 million associated with sales in the United States of Orbactiv and Ionsys as of December 31, 2016 and Orbactiv, Ionsys and Kengreal as of December 31, 2015 , respectively. The Company recognized $22.6 million and $11.7 million of revenue associated with Orbactiv, Kengreal and Ionsys during 2016 and 2015 , respectively, related to purchases by hospitals. Prior to July 1, 2015, sales of Angiomax in the United States were recognized upon shipment to ICS. With the entrance of generic products and their impact on pricing in the marketplace, the Company is no longer able to reasonably estimate its chargebacks with respect to Angiomax. Accordingly, effective July 1, 2015, sales of Angiomax in the United States are recognized upon shipment by distributors to hospitals as the price of Angiomax is fixed and determinable at that time. Effective July 2, 2015, the Company entered into a supply and distribution agreement with Sandoz under which it has granted Sandoz the exclusive right to sell in the United States an authorized generic of Angiomax (bivalirudin). In accordance with this agreement, the Company receives a royalty based on Sandoz’ gross margin, as defined in the agreement, of the authorized generic product sold to hospitals. The Company recognizes sales of Angiomax to Sandoz under a deferred revenue model. The Company recognizes royalty revenue on an accrual basis in the period it is reported by Sandoz. During 2016 and 2015 , the Company recognized royalty revenue of $71.2 million and $53.9 million , respectively. The Company’s agreement with ICS provides that ICS will be the Company’s exclusive distributor of Orbactiv, Minocin IV, branded Angiomax and acute care generic products in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of Minocin IV to maintain an appropriate level of inventory based on the Company’s customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company’s standard return policy and has sole responsibility for determining the prices at which it sells these products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2019 and will automatically renew for additional one -year periods unless either party gives notice at least 90 days prior to the automatic extension. Either party may terminate the agreement at any time and for any reason upon 180 days’ prior written notice to the other party. In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox. The Company recognizes revenue from such sales when hospitals purchase the product. The Company had deferred revenue of $1.7 million and $1.0 million as of December 31, 2016 and 2015 , respectively, associated with sales of Angiomax to wholesalers outside of the United States. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. The specific considerations the Company uses in estimating these amounts are as follows: • Product returns. The Company’s customers have the right to return any unopened product during the 18 -month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. At December 31, 2016 and 2015 , the Company’s accrual for product returns was $1.6 million and $8.7 million , respectively. • Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’ acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. The Company also participates in the 340B Drug Pricing Program under the Public Health Services Act. Under the 340B Drug Pricing Program, the Company offers qualifying entities a discount off the commercial price of Angiomax for patients undergoing percutaneous coronary intervention, or PCI, on an outpatient basis. As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which details historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. With the entrance of generic products and their impact on pricing in the marketplace, the Company is no longer able to reasonably estimate these chargebacks with respect to Angiomax. The Company’s allowance for chargebacks was $1.9 million and $15.7 million at December 31, 2016 and 2015 , respectively. The Company’s allowance for rebates was not material at December 31, 2016 and 2015 . • Fees-for-service. The Company offers discounts to certain wholesalers, Cardinal and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $0.8 million and $2.7 million at December 31, 2016 and 2015 , respectively. The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2016 , 2015 and 2014 (amounts in thousands): Cash Discounts Returns Chargebacks Rebates Fees-for- Service Balance at January 1, 2014 $ 2,662 $ 2,433 $ 25,040 $ — $ 3,127 Allowances for sales during 2014 18,299 5,836 175,001 — 12,453 Actual credits issued for prior year’s sales (2,411 ) (1,724 ) (25,888 ) — (3,246 ) Actual credits issued for sales during 2014 (14,408 ) (3,196 ) (129,754 ) — (11,410 ) Balance at December 31, 2014 4,142 3,349 44,399 — 924 Allowances for sales during 2015 9,212 12,143 107,564 833 14,249 Actual credits issued for prior year’s sales (3,927 ) (3,528 ) (40,419 ) (1,179 ) Actual credits issued for sales during 2015 (8,540 ) (3,221 ) (95,828 ) (733 ) (11,314 ) Balance at December 31, 2015 887 8,743 15,716 100 2,680 Allowances for sales during 2016 1,854 (1,424 ) 36,197 (6 ) 3,166 Actual credits issued for prior year’s sales (887 ) (5,233 ) (15,610 ) (50 ) (2,655 ) Actual credits issued for sales during 2016 (1,573 ) (502 ) (34,408 ) (29 ) (2,365 ) Balance at December 31, 2016 $ 281 $ 1,584 $ 1,895 $ 15 $ 826 International Distributors. Under the Company’s agreements with its primary international distributors, the Company sells Angiomax to these distributors at a fixed price. The established price is typically determined once per year, prior to the first shipment of Angiomax to the distributor each year. The minimum selling price used in determining the price is 50% of the average net unit selling price. Revenue associated with sales to the Company’s international distributors during 2016 , 2015 and 2014 was $1.1 million , $1.1 million and $1.3 million , respectively. Cost of Product Revenue Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv, Kengreal, Ionsys and Minocin IV, royalty expenses under the Company’s agreements with Biogen (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex, with Eli Lilly (Lilly) related to Orbactiv and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv, Kengreal, Ionsys and Minocin IV including distribution, storage and handling costs. Amounts billed for shipping and handling are recorded as revenue. Shipping and handling expenses are recorded as a component of cost of product revenue. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs were approximately $1.2 million and $1.1 million for the years ended December 31, 2015 and 2014 , respectively. Advertising costs in 2016 were de minimis. Research and Development Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. The Company performs research and development for US government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. The Company recorded approximately $15.8 million , $22.5 million and $9.5 million of reimbursements by the government as a reduction of research and development expenses for the years ended December 31, 2016 , 2015 and 2014 , respectively. Share-Based Compensation The Company recognizes expense using the accelerated expense attribution method in an amount equal to the fair value of all share-based awards granted to employees. The Company estimates the fair value of its options on the date of grant using the Black-Scholes closed-form option-pricing model. Expected volatilities are based principally on historic volatility of the Company’s common stock. The Company uses historical data to estimate forfeiture rate. The expected term of options represents the period of time that options granted are expected to be outstanding. The Company has made a determination of expected term by analyzing employees’ historical exercise experience. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. Foreign Currencies The functional currencies of the Company’s foreign subsidiaries primarily are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. The Company’s annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. The Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company’s tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company’s |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The major classes of inventory were as follows: 2016 2015 (In thousands) Raw materials $ 56,962 $ 31,354 Work-in-progress 12,033 21,487 Finished goods 1,903 11,743 Total $ 70,898 $ 64,584 The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. For the year ended December 31, 2016, upon review of expected future product sales volumes and the projected expiration of certain components of Ionsys, the Company recorded an $8.5 million reserve for potential inventory obsolescence. The Company projects that these components will reach their expiration date prior to the projected sales of the product. Upon review of expected future product sales volumes during the year ended December 31, 2015, the Company recorded a $29.5 million inventory obsolescence charge and a charge of $12.1 million for potential losses on future inventory purchase commitments due primarily to the loss of market exclusivity for Angiomax in the United States. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets consist of the following: Estimated December 31, Life (Years) 2016 2015 (In thousands) Furniture, fixtures and equipment 2-15 $ 25,132 $ 25,442 Computer software 2-5 3,722 4,078 Computer hardware 2-5 3,795 3,427 Leasehold improvements 2-15 30,702 30,178 63,351 63,125 Less: Accumulated depreciation (32,390 ) (28,345 ) $ 30,961 $ 34,780 Depreciation expense, excluding the portion of depreciation expense attributable to the Hemostasis Business in 2015 and 2014, was approximately $3.7 million , $4.7 million and $5.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. At December 31, 2016 and 2015 , the Company had cash and cash equivalents of $541.8 million and $373.2 million , respectively, which consisted of cash of $485.7 million and $367.2 million and money market funds with maturities less than three months of $56.1 million and $6.0 million at December 31, 2016 and 2015 , respectively. Restricted Cash The Company had restricted cash of $5.0 million and $1.4 million at December 31, 2016 and 2015 , respectively, which included $3.7 million reserved for an outstanding letter of credit associated with foreign taxes at December 31, 2016 and $1.0 million at both December 31, 2016 and 2015 for an outstanding letter of credit associated with the 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 December 31, 2016 and 2015 , in the form of a guaranteed investment certificate collateralizing an available credit facility. The Company also had restricted cash of $0.2 million and $0.3 million at December 31, 2016 and 2015 , respectively, related to certain foreign tender requirements. |
Non Marketable Investments
Non Marketable Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Non Marketable Investments | Non Marketable Investments In December 2012, the Company made a non-controlling equity investment in GeNO, LLC (GeNO), an advanced, development-stage privately held technology company that has created unique nitric oxide generation and delivery technology. The Company classified the investment as a cost method investment and included it in other assets on the Company’s consolidated balance sheets. The Company held less than 10% of the issued and outstanding shares of GeNO and does not have significant influence over the company. During the three month period ended September 30, 2014, the Company’s investment in the common stock of GeNO became diluted, resulting in the determination by the Company that the investment’s fair value was zero . As a result, the Company recorded an investment impairment charge of $7.5 million , representing an other-than-temporary decline in the value of the Company’s investment in common stock of GeNO in 2014. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Annovation On February 2, 2015, the Company completed the acquisition of Annovation, and Annovation became the Company’s wholly owned subsidiary. As a result of the acquisition of Annovation, the Company acquired MDCO-700, a novel intravenous anesthetic. Under the terms of the terms of the acquisition agreement, the Company paid to the holders of Annovation’s capital stock and the holders of options to purchase shares of Annovation’s capital stock, which the Company refers to collectively as the Annovation equityholders, an aggregate of approximately $28.4 million in cash. In addition, the Company may be obligated to pay Annovation’s equityholders up to an additional $26.3 million in milestone payments subsequent to the closing if the Company achieves certain development and regulatory approval milestones at the times and on the conditions set forth in the acquisition agreement. The Company has also agreed to pay Annovation equityholders a low single digit percentage of worldwide net sales, if any, of certain Annovation products, including ABP-700, during a specified earnout period. The Company accounted for this transaction as a step acquisition which required that the Company remeasure its then existing 35.8% ownership interest (previously accounted for as an equity method investment) to fair value at the acquisition date based upon the total enterprise value, adjusting for a control premium. The fair value of the Company’s interest in Annovation was $25.9 million at closing, resulting in a non-cash pre-tax gain of $22.7 million , recorded as gain on remeasurement of equity investment in the Company’s accompanying consolidated statements of operations. The Company’s previously recorded equity method investment in Annovation was derecognized from the Company’s consolidated balance sheets. Since the date of the step acquisition, the financial results of Annovation were included within the Company’s consolidated financial statements. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Annovation transaction to the underlying assets acquired and liabilities assumed by the Company, based upon estimated fair values of those assets and liabilities at the date of acquisition and classified the fair value of acquired IPR&D as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. The goodwill recorded as part of the acquisition is primarily related to establishing a deferred tax liability for the IPR&D intangible asset which has no tax basis and, therefore, will not result in a future tax deduction. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The Company did not incur any significant acquisition related costs in connection with the Annovation acquisition during 2015. In addition, as a result of the Company’s acquisition of Annovation, it, through its subsidiary Annovation, is a party to a license agreement with The General Hospital Corporation. Under the agreement, the Company will be obligated to pay General Hospital Corporation up to an aggregate of $6.5 million upon achievement of specified development, regulatory and sales milestones. The Company will also be obligated to pay General Hospital Corporation low single-digit percentage royalties on a product-by-product and country-by-country basis based on net sales of ABP-700 products until the later of the duration of the licensed patent rights which are necessary to manufacture, use or sell ABP-700 products in a country and the date ten years from the Company’s first commercial sale of ABP-700 products in such country. Total purchase price, in thousands, is summarized as follows: Upfront cash consideration $ 28,397 Fair value of existing equity interest in Annovation 25,886 Total cash consideration and fair value of existing equity interest 54,283 Fair value of contingent cash payment 18,000 Total purchase price $ 72,283 Below is a summary which details, in thousands, the allocation of assets acquired and liabilities assumed as a result of this acquisition: Assets acquired: Cash and cash equivalents $ 1,482 Other current assets 692 IPR&D 65,000 Goodwill 24,530 Total assets $ 91,704 Liabilities assumed: Accrued expenses $ 398 Contingent purchase price 18,000 Deferred tax liability 19,023 Total liabilities $ 37,421 Total cash price paid upon acquisition and fair value of existing equity interest $ 54,283 Pro forma results of operations for the acquisition of Annovation have not been presented because this acquisition is not material to the Company’s consolidated results of operations. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 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 December 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 Net Carrying Amount (In thousands) Amortizable intangible assets Product licenses (1) 13.0 $ 30,000 $ (3,013 ) $ 26,987 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 370,560 (35,946 ) 334,614 373,090 (14,121 ) 358,969 Total 16.1 $ 400,560 $ (38,959 ) $ 361,601 $ 404,590 $ (21,990 ) $ 382,600 Intangible assets not subject to amortization: In-process research & 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 — $ 654,180 $ (38,959 ) $ 615,221 $ 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. In the second quarter of 2016, as part of the sale of the Non-Core ACC Products, the Company sold product licenses and developed product rights of $5.2 million . See Note 23 , “Dispositions,” for further details on the sale of the Non-Core ACC Products. Amortization expense was $25.8 million , $17.0 million and $32.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company expects annual amortization expense related to these intangible assets to be $25.9 million , $25.9 million , $25.9 million , $25.9 million and $24.9 million for the years ending December 31, 2017 , 2018 , 2019 , 2020 and 2021 , respectively, with the balance of $233.1 million being amortized thereafter. The Company records amortization expense in cost of revenue in the accompanying consolidated statements of operations. The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows: December 31, December 31, (In thousands) Balance at beginning of period $ 289,441 $ 286,532 Goodwill resulting from acquisition of Annovation — 24,530 Allocation of goodwill to Hemostasis Business — (24,500 ) Allocation of goodwill to the Non-Core ACC Products (33,812 ) — Translation Adjustments — 2,879 Balance at end of period $ 255,629 $ 289,441 In the second quarter of 2016, the Company allocated approximately $33.8 million of its goodwill to the sale of the Non-Core ACC Products. See Note 23 , “Dispositions,” for further details on the sale of the Non-Core ACC Products. Included in the rollforward above as of December 31, 2015 is an impairment on goodwill of $24.5 million related to the Hemostasis Business. See Note 24 “Discontinued Operations” for further details. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following at December 31, 2016 and 2015 : 2016 2015 (In thousands) Royalties $ 739 $ 3,790 Research and development services 15,076 36,267 Compensation related 28,802 31,011 Product returns, rebates and other fees 2,336 11,202 Legal, accounting and other 21,926 17,930 Manufacturing, logistics and related fees 6,379 18,821 Sales and marketing 2,378 4,639 Interest 10,888 4,898 Total $ 88,524 $ 128,558 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2023 In June 2016, the Company issued, at par value, $402.5 million aggregate principal amount of 2.75% convertible senior notes due 2023 (the “2023 Notes”). The 2023 Notes bear cash interest at a rate of 2.75% per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2017. The 2023 Notes will mature on July 15, 2023. The net proceeds to the Company from the offering were $390.8 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. The 2023 Notes are governed by an indenture (the “2023 Notes Indenture”) with Wells Fargo Bank, National Association, a national banking association, as trustee (the “2023 Notes Trustee”). The 2023 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 2023 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 2023 Notes at their option at any time prior to the close of business on the business day immediately preceding April 15, 2023 only under the following circumstances: • during any calendar quarter commencing on or after September 30, 2016 (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 2023 Notes Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • 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 April 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2023 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, based upon a daily conversion value calculated on a proportionate basis for each trading day in a 50 trading day observation period (as more fully described in the 2023 Notes Indenture). The conversion rate for the 2023 Notes was initially, and remains, 20.4198 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes, which is equivalent to an initial conversion price of approximately $48.97 per share of the Company’s common stock. The Company may not redeem the 2023 Notes prior to July 15, 2020. The Company may redeem for cash all or any portion of the 2023 Notes, at its option, on or after July 15, 2020 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 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No redemption date may be designated that falls on or after the 52 nd scheduled trading date prior to maturity. No sinking fund is provided for the 2023 Notes, which means that the Company is not required to redeem or retire the 2023 Notes periodically. If the Company undergoes a fundamental change (as defined in the 2023 Notes Indenture), subject to certain conditions, holders of the 2023 Notes may require the Company to repurchase for cash all or part of their 2023 Notes at a repurchase price equal to 100% of the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2023 Notes Indenture governing the 2023 Notes contains customary events of default with respect to the 2023 Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2023 Notes when due and payable) occurring and continuing, the 2023 Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2023 Notes by notice to the Company and the 2023 Notes Trustee, may, and the 2023 Notes Trustee at the request of such holders (subject to the provisions of the 2023 Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2023 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 2023 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 2023 Notes, the Company separated the 2023 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 2023 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 2023 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 2023 Notes is $98.1 million and is recorded in additional paid-in capital on the accompanying consolidated balance sheet. In accounting for the transaction costs related to the issuance of the 2023 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2023 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 2023 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 $33.5 million in connection with the 2023 Notes. The 2023 Notes consist of the following: Liability component December 31, 2016 December 31, 2015 (in thousands) Principal $ 402,500 $ — Less: Debt discount, net (1) (103,162 ) — Net carrying amount $ 299,338 $ — _______________________________________ (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes (due 2023) and amortized to interest expense over the remaining life of the 2023 Notes using the effective interest rate method. The fair value of the 2023 Notes was approximately $389.3 million as of December 31, 2016 . The Company estimates the fair value of its 2023 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2023 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 15 , “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2016 , the remaining contractual life of the 2023 Notes is approximately 6.5 years. The following table sets forth total interest expense recognized related to the 2023 Notes: Years Ended December 31, 2016 2015 2014 (in thousands) Contractual interest expense $ 6,158 $ — $ — Amortization of debt discount 6,648 — — Total $ 12,806 $ — $ — Effective interest rate of the liability component 7.5 % — % — % Capped call transactions In June 2016, the Company entered into capped call transactions with certain counterparties of the 2023 Notes or their respective affiliates or other financial institutions. The Company used approximately $33.9 million of the net proceeds from the offering to pay the cost of the capped call transactions, which is included as a net reduction to additional paid-in capital on the accompanying consolidated balance sheet. The capped call transactions are expected to reduce the potential dilution with respect to shares of the Company’s common stock upon any conversion of the 2023 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2023 Notes, as the case may be, if the market price of the Company’s common stock is then greater than the strike price of the capped call transactions. Such reduction of potential dilution or offset of cash payments is subject to a cap based on the cap price of the capped call transactions. The cap price of the capped calls is currently $64.68 . For any conversions of the 2023 Notes prior to the close of business on the 52 nd scheduled trading day immediately preceding the stated maturity date of the 2023 Notes, including without limitation upon an acquisition of the Company or similar business combination, a corresponding portion of the capped calls will be terminated. Upon such termination, the portion of the capped calls being terminated will be settled at fair value (subject to certain limitations), as determined by the counterparties to the capped calls and no payments will be due from the Company to such counterparties. The capped calls expire on the earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) the second “Scheduled Trading Day” (as defined in the 2023 Notes Indenture) immediately preceding the “Maturity Date” (as defined in the 2023 Notes Indenture). Convertible Senior Notes Due 2022 In January 2015, the Company issued, at par value, $400.0 million aggregate principal amount of 2.5% convertible senior notes due 2022 (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 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 December 31, 2016 December 31, 2015 (In thousands) Principal $ 400,000 $ 400,000 Less: Debt discount, net (1) (75,754 ) (87,893 ) Net carrying amount $ 324,246 $ 312,107 _______________________________________ (1) Included on the accompanying 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 $357.7 million as of December 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 15 , “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2016 , the remaining contractual life of the 2022 Notes is approximately 5.0 years. The following table sets forth total interest expense recognized related to the 2022 Notes: Years Ended December 31, 2016 2015 2014 (In thousands) Contractual interest expense $ 10,000 $ 9,639 $ — Amortization of debt discount 12,139 10,942 — Total $ 22,139 $ 20,581 $ — Effective interest rate of the liability component 6.50 % 6.50 % — % 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 (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. In June 2016, the Company used approximately $323.2 million of the net proceeds of the 2023 Notes to repurchase $220.0 million in aggregate principal amount of the 2017 Notes in privately negotiated transactions effected through the initial purchasers of the 2017 Notes. As part of the repurchase of the 2017 Notes, the Company settled a proportionate amount of outstanding bond hedges and warrants related to the 2017 Notes for a net cash receipt of $12.6 million . The Company recorded a loss of $5.4 million on the extinguishment of debt in the accompanying consolidated statements of operations during the year ended December 31, 2016 and accounted for the difference of $108.7 million between the consideration transferred to the holder and the fair value of the liability component of the 2017 Notes as a reduction of additional paid-in capital on the accompany consolidated balance sheet. 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. As of December 31, 2016, the conditional conversion feature of the 2017 notes was triggered and the holders were entitled to convert the notes into the Company’s common stock pursuant to the terms of the 2017 notes indenture at any time prior to the close of business on December 31, 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 and settled during the year ended December 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 was $55.7 million and was recorded in additional paid-in capital on the accompanying consolidated balance sheets. After the repurchase of $220.0 million in aggregate principal amount of the 2017 Notes, the equity component remaining in stockholder’s equity is $11.1 million . 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. After the repurchase of $220.0 million in aggregate principal amount of the 2017 Notes, the deferred tax asset remaining is approximately $0.3 million . The 2017 Notes consisted of the following: Liability component December 31, December 31, (In thousands) Principal $ 55,000 $ 275,000 Less: Debt discount, net (1) (1,251 ) (19,527 ) Net carrying amount $ 53,749 $ 255,473 _______________________________________ (1) Included on the accompanying 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 $54.8 million as of December 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 15 , “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2016 , the remaining contractual life of the 2017 Notes is approximately 0.4 years. The following table sets forth total interest expense recognized related to the 2017 Notes: Years Ended December 31, 2016 2015 2014 (In thousands) Contractual interest expense $ 2,101 $ 3,781 $ 3,781 Amortization of debt discount 7,395 12,734 11,920 Total $ 9,496 $ 16,515 $ 15,701 Effective interest rate of the liability component 6.02 % 6.02 % 6.02 % Note Hedges In June 2012, the Company paid an aggregate amount of $58.2 million for the 2017 Note Hedges, which was recorded as a reduction of additional paid-in-capital in stockholders’ equity. As part of the repurchase of $220.0 million in aggregate principal amount of the 2017 Notes, the Company settled the related hedges and received cash of approximately $100.5 million . The rem |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company has 5,000,000 shares of preferred stock (Preferred Stock) authorized, none of which are issued. Common Stock Common stockholders are entitled to one vote per share and dividends when declared by the Company’s Board of Directors, subject to the preferential rights of any outstanding shares of Preferred Stock. Employees and directors of the Company purchased 1,312,812 , 2,989,324 and 864,457 shares of common stock during the years ended December 31, 2016 , 2015 and 2014 , respectively, pursuant to option exercises and the Company’s employee stock purchase plan. The aggregate net proceeds to the Company resulting from these purchases were approximately $33.8 million , $65.2 million , and $17.3 million during the years ended December 31, 2016 , 2015 and 2014 , respectively, and are included within the financing activities section of the accompanying consolidated statements of cash flows. The Company issued 132,344 , 166,042 and 212,136 shares under restricted stock awards during the years ended December 31, 2016 , 2015 and 2014 , respectively. On May 29, 2015, the Company filed a certificate of amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the state of Delaware that increased the number of authorized shares of common stock from 125,000,000 shares to 187,500,000 shares. In August 2015, the Company issued 944,537 shares of its common stock in a private placement. Cash received from the August 2015 private placement totaled $30.0 million and is included within the financing activities section of the accompanying consolidated statements of cash flows. These shares are included in the Company’s weighted average number of common stock outstanding. Treasury Stock On June 5, 2012 , the Company’s Board of Directors authorized the Company to use a portion of the net proceeds of the 2017 notes offering to repurchase up to an aggregate of $50.0 million of its common stock. The Company repurchased 2,192,982 shares of its common stock in the second quarter of 2013 for an aggregate cost of $50.0 million . As of December 31, 2016 , there were 2,192,982 shares of the Company’s common stock held in treasury. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Plans The Company has adopted the following stock incentive plans under which awards remain outstanding: • the 2013 Stock Incentive Plan (the 2013 Plan), • the 2009 Equity Inducement Plan (the 2009 Plan), • the 2007 Equity Inducement Plan (the 2007 Plan) and • the 2004 Stock Incentive Plan (the 2004 Plan), These plans provide for the grant of stock options, other stock-based awards (including restricted stock awards, restricted stock units and stock appreciation rights) and cash-based awards to employees, officers, directors, consultants and advisors of the Company and its subsidiaries, including any individuals who have accepted an offer of employment. Stock option grants have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and generally, for employee grants, have a 10 -year term and vest 25% one year after grant and thereafter in equal monthly installments over a three -year period. The fair value of stock option grants is recognized, net of an estimated forfeiture rate, using an accelerated method over the vesting period of the options, which is generally four years for employee grants and one year for director grants. As of December 31, 2016 , the Company had granted an aggregate of 27,422,350 shares as restricted stock or subject to issuance upon exercise of stock options under all of the plans, of which 8,023,696 shares remained subject to outstanding options. The Company currently only grants stock options and restricted stock awards from the 2013 Plan. In accordance with ASC 718-10, the Company recorded approximately $31.0 million , $30.6 million and $34.3 million of share-based compensation expense related to the options, restricted stock and ESPP for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , there was approximately $29.3 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company’s equity compensation plans. This cost is expected to be recognized over a weighted average period of 1.31 years. Stock Option and Restricted Stock Award Activity The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2016 : Number of Shares Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at January 1, 2016 7,288,167 $ 25.70 Granted 3,052,506 $ 34.00 Exercised (1,176,434 ) $ 25.50 Forfeited and expired (1,140,543 ) $ 30.04 Outstanding, December 31, 2016 8,023,696 $ 28.27 6.84 $ 49,230,265 Vested and expected to vest, December 31, 2016 7,736,619 $ 28.09 6.76 $ 48,710,224 Exercisable, December 31, 2016 4,296,545 $ 24.59 5.17 $ 40,981,081 Available for future grant at December 31, 2016 4,411,820 Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s common stock exceeded the exercise price of the options at December 31, 2016 , for those options for which the quoted market price was in excess of the exercise price. The weighted-average grant date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 were $11.72 , $11.18 , and $12.34 , respectively. The total intrinsic value of options exercised during the years ended December 31, 2016 , 2015 and 2014 were $12.7 million , $40.0 million , and $8.2 million , respectively. The Company recorded approximately $23.2 million , $23.0 million , and $25.5 million in compensation expense related to options in the years ended December 31, 2016 , 2015 and 2014 . The remaining expense of approximately $24.0 million will be recognized over a period of 1.34 years. For purposes of performing the valuation, employees were separated into two groups according to patterns of historical exercise behavior; the weighted average assumptions below include assumptions from the two groups of employees exhibiting different behavior. The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Years Ended December 31, 2016 2015 2014 Expected dividend yield — % — % — % Expected stock price volatility 37.90 % 41.49 % 50.25 % Risk-free interest rate 1.249 % 1.436 % 1.543 % Expected option term (years) 4.93 5.01 4.96 The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2016 : Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2016 496,551 $ 28.77 Awarded 241,941 33.63 Vested (253,594 ) 28.05 Forfeited (109,597 ) 30.51 Outstanding, December 31, 2016 375,301 $ 31.88 The restricted stock granted to employees generally vests in equal increments of 25% per year on an annual basis commencing twelve months after grant date. The restricted stock granted to non-employee directors generally vests on the first anniversary date after the grant date. Expense of approximately $6.6 million , $6.1 million and $7.6 million was recognized related to restricted stock awards in the years ended December 31, 2016 , 2015 and 2014 , respectively. The remaining expense of approximately $5.3 million will be recognized over a period of 1.15 years. The weighted average grant date fair value of restricted stock awarded during the years ended December 31, 2016 , 2015 and 2014 were $33.63 , $28.37 , and $29.84 , respectively. The total fair value of the restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 were $8.7 million , $7.1 million and $7.1 million , respectively. 2010 ESPP The Company has adopted the 2010 Employee Stock Purchase Plan (the “2010 ESPP”), which, as amended, provides for the issuance of up to 2,000,000 shares of common stock. The 2010 ESPP permits eligible employees to purchase shares of common stock at the lower of 85% of the fair market value of the common stock at the beginning or at the end of each offering period. Employees who own 5% or more of the common stock are not eligible to participate in the 2010 ESPP. Participation in the 2010 ESPP is voluntary. The Company issued 136,378 , 184,432 , and 155,867 shares under the 2010 ESPP during the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company recorded approximately $1.2 million , $1.5 million and $1.2 million in compensation expense related to the 2010 ESPP in the years ended December 31, 2016 , 2015 and 2014 , respectively. The fair value of each option element of the 2010 ESPP is estimated on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Expected volatilities are based on historical volatility of the Company’s common stock. Expected term represents the six -month offering period for the 2010 ESPP. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Years Ended December 31, 2016 2015 2014 Expected dividend yield — % — % — % Expected stock price volatility 48.80 % 44.91 % 38.97 % Risk-free interest rate 0.34 % 0.15 % 0.07 % Expected option term (years) 0.5 0.5 0.5 Common Stock Reserved for Future Issuance At December 31, 2016 , there were 1,067,432 shares of common stock available for grant under the 2010 ESPP and 4,411,820 shares of common stock available for grant under the 2013 Plan. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2016 , 2015 and 2014 . Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Amounts attributable to The Medicines Company: Net (loss) income from continuing operations $ (119,302 ) $ (221,930 ) $ 319 Income (loss) from discontinued operations, net of tax 184 (130,826 ) (32,529 ) Net loss attributable to The Medicines Company $ (119,118 ) $ (352,756 ) $ (32,210 ) . Weighted average common shares outstanding, basic 69,909 66,809 64,473 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — — 2,195 Weighted average common shares outstanding, diluted 69,909 66,809 66,668 Basic (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.71 ) $ (3.32 ) $ — Income (loss) from discontinued operations — (1.96 ) (0.50 ) Basic loss per share $ (1.71 ) $ (5.28 ) $ (0.50 ) Diluted (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.71 ) $ (3.32 ) $ — Income (loss) from discontinued operations — (1.96 ) (0.49 ) Diluted loss per share $ (1.71 ) $ (5.28 ) $ (0.49 ) Basic (loss) income 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 potentially dilutive effect of the Company’s stock options and unvested restricted common stock on earnings per share is computed under the treasury stock method. The Company has either the obligation or the option to pay cash for the aggregate amount due upon conversion for all of the Company’s convertible senior notes. Since it is the Company’s current intent to settle in cash the principal amount of all of its convertible senior notes upon conversion, the potentially dilutive effect of such notes on earnings per share is computed under 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 year ended December 31, 2016 and 2015 excluded 3,112,627 and 3,724,272 , respectively, of 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 Company’s net income 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 year ended December 31, 2014 , options to purchase and unvested restricted stock of 3,915,906 shares that could potentially dilute basic earnings per share were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. To minimize the impact of potential dilution upon conversion of the 2023 Notes, the Company entered into capped call transactions separate from the issuance of the 2023 Notes with certain counterparties. The capped calls have a strike price of $48.97 and a cap price of $64.68 and are exercisable when and if the 2023 Notes are converted. If upon conversion of the 2023 Notes, the price of the Company’s common stock is above the strike price of the capped calls, the counterparties will deliver shares of the Company’s common stock and/or cash with an aggregate value equal to the difference between the price of the Company’s common stock at the conversion date and the strike price, multiplied by the number of shares of the Company’s common stock related to the capped calls being exercised. The capped call transactions that are part of the 2023 Notes 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. 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 are subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2017 Notes. In June 2016, as part of the repurchase of $220.0 million in aggregate principal amount of the 2017 Notes, the Company settled the hedges related to the repurchased bonds. For the year ended December 31, 2014 , the number of shares of common stock issuable upon conversion of the 2017 Notes were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive. 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 two 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. In June 2016, as part of the repurchase of $220.0 million in aggregate principal amount of the 2017 Notes, the Company settled the warrants related to the repurchased bonds. For the year ended December 31, 2014, the 2017 Warrants did not have a dilutive effect on earnings per share because the average market price during the periods presented was below the strike price. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The benefit from (provision for) income taxes in 2016 , 2015 and 2014 consists of current and deferred federal, state and foreign taxes based on income as follows: 2016 2015 2014 (In thousands) Current: Federal $ — $ (5 ) $ 1,494 State (36 ) (187 ) (151 ) Foreign (34 ) (216 ) 44 (70 ) (408 ) 1,387 Deferred: Federal $ — $ 28,011 $ 780 State — 2,140 142 Foreign — — — — 30,151 922 Total (provision for) benefit from taxes $ (70 ) $ 29,743 $ 2,309 The components of loss from continuing operations attributable to The Medicines Company before income taxes consisted of: 2016 2015 2014 (In thousands) Domestic $ (117,575 ) $ (250,915 ) $ (1,115 ) International (1,711 ) (758 ) (875 ) Total $ (119,286 ) $ (251,673 ) $ (1,990 ) The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2016 , 2015 , and 2014 to income before income taxes is as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Statutory rate applied to pre-tax loss $ (41,750 ) $ (88,086 ) $ (697 ) (Deduct) add: State income taxes, net of federal benefit 24 (1,269 ) (1,287 ) Foreign 442 287 491 Revaluation of contingent purchase price 8,393 9,740 1,153 Tax credits (967 ) (305 ) (2,598 ) Lobbying costs — 35 60 Acquisition costs — — 198 Meals and entertainment 613 824 501 Uncertain tax positions (2,064 ) 61 (101 ) Bargain purchase — (7,310 ) — Loss on extinguishment of debt 1,403 — — Loss on ACC goodwill 11,834 — — Other (776 ) 1,223 2,680 Loss on sale of Hemostasis Business (105,045 ) — — Deferred tax asset adjustment 4,793 — (2,709 ) Valuation allowances 123,170 55,057 — Income tax benefit $ 70 $ (29,743 ) $ (2,309 ) The significant components of the Company’s deferred tax assets are as follows: December 31, 2016 2015 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 230,775 $ 115,370 Tax credits 20,973 17,853 Stock based compensation 28,268 23,768 Other 26,889 31,227 Total deferred tax assets 306,905 188,218 Valuation allowance (162,892 ) (67,890 ) Total deferred tax assets net of valuation allowance 144,013 120,328 Deferred tax liabilities: Fixed assets $ (4,997 ) $ (5,011 ) Intangible assets (81,877 ) (89,106 ) Convertible debt (57,430 ) (26,506 ) Indefinite lived intangible assets (89,701 ) (89,701 ) Total deferred tax liabilities (234,005 ) (210,324 ) Net deferred tax liabilities $ (89,992 ) $ (89,996 ) During 2016 and 2015 , the Company recorded a net increase to its valuation allowance of $95.0 million and $55.0 million , respectively. At December 31, 2016 and 2015 , the Company recorded a valuation allowance of $162.9 million and $67.9 million respectively, principally against net operating loss carryforwards in domestic and foreign jurisdictions. The Company considered positive and negative evidence including its level of past and future operating income, the utilization of carryforwards, the status of litigation with respect to the Angiomax patents and other factors in arriving at its decision to recognize its deferred tax assets. The Company continues to evaluate the realizability of its deferred tax assets and liabilities on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits, the regulatory approval of products currently under development and the extension of patent rights relating to Angiomax. Any changes to the valuation allowance or deferred tax assets in the future would impact the Company’s effective tax rate. In 1998 and 2002, the Company experienced a change in ownership as defined in Section 382 of the Internal Revenue Code. However, based on the market value of the Company at such dates, the Company believes that these ownership changes will not significantly impact its ability to use net operating losses or tax credits in the future to offset taxable income. On February 26, 2009 the Company acquired 100% of the stock of Targanta and became a successor to certain of its net operating loss and tax credit carryforwards. During 2013 the Company acquired the stock of Incline and Rempex and became the successor of certain net operating losses and tax credit carryforwards. These tax attributes are also subject to a limitation under Internal Revenue Code Section 382 and these amounts, combined with those of the Company in the table below, have been reduced appropriately for such utilization limitations. In addition, utilization of these net operating loss and tax credit carryforwards is dependent upon the Company achieving profitable results. To the extent the Company’s use of net operating loss and tax credit carryforwards is further limited by Section 382 as a result of any future ownership changes, the Company’s income would be subject to cash payments of income tax earlier than it would if the Company was able to fully use its net operating loss and tax credit carryforwards in the U.S. The Company is also subject to US alternative minimum tax. At December 31, 2016 , the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: Year of Expiration Federal Net Federal Research (In thousands) 2018 – 2026 $ — $ — 2027 6,256 840 2028 38,954 2,108 2029 4,755 1,149 2030 1,030 1,162 2031 605 3,097 2032 1,533 3,666 2033 37,209 3,178 2034 4,353 1,861 2035 195,416 752 2036 324,640 1,715 $ 614,751 $ 19,528 At December 31, 2016 the Company has the following additional carryforwards: Alternative Minimum Tax Credits of $4.9 million with no expiration date and foreign net operating losses of approximately $51.1 million . The foreign net operating losses expire in varying amounts beginning in 2017 . The Company does not anticipate a significant change in its unrecognized tax benefits in the next twelve months. The Company is no longer subject to federal, state or foreign income tax audits for tax years prior to 2012 . However applicable taxing authorities can review and adjust net operating loss or tax credit carryforwards originating in a closed tax year if utilized in an open tax year. The Company’s 2011 corporate return is currently under examination by the Italian Agency of Revenue. While tax examinations are often complex, as tax authorities may disagree with the treatment of items reported requiring several years to resolve, the Company believes that it has adequately provided for all uncertain tax provisions for open tax years by tax jurisdiction. The Company classifies interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not accrued any interest or penalties as of December 31, 2016 . The Company has increased its liability for prior year tax positions due to the acquisitions of Incline and Rempex. The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $1.9 million , $1.9 million and $8.0 million as of December 31, 2016 , 2015 and 2014 . A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: Gross Unrecognized Tax Benefits (In thousands) Balance at January 1, 2014 $ 8,123 Additions related to current year tax positions 519 Reductions for prior year tax positions (621 ) Balance at December 31, 2014 8,021 Additions related to current year tax positions 61 Balance at December 31, 2015 8,082 Additions related to current year tax positions 193 Reductions for prior year tax positions (2,257 ) Balance at December 31, 2016 $ 6,018 The Company provides income taxes on the earnings of foreign subsidiaries to the extent those earnings are taxable or are expected to be remitted. As of December 31, 2016 , the Company’s accumulated foreign unremitted earnings have been immaterial. The Company’s policy is to invest indefinitely its unremitted foreign earnings outside the United States. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 Mallinckrodt 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 values 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 accompanying consolidated balance sheet at December 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. The Company noted no indicators of impairment on the contingent payments to be received from Mallinckrodt. As part of the purchase and sale agreement with Chiesi USA and Chiesi, the Company may receive up to an additional $480.0 million in the aggregate from Chiesi following the achievement of certain specified calendar year net sales milestones with respect to net sales of each of Cleviprex and Kengreal. In evaluating this information, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The Company utilized a risk adjusted revenue simulation model. In this simulation, the chances of achieving many different revenue levels are estimated and then adjusted to reflect the results of similar products and companies in the market to calculate the fair value of each milestone payment. The breadth of all possible revenue scenarios is captured in an estimate of revenue volatility - a measure that can be estimated from performance of similar companies in the market. The Company estimated revenue volatility as the delivered asset volatility observed in comparable companies’ historical performance, where the delivering asset was based on operational leverage of the Company. Under each of these possible scenarios, different amounts of the sales-based milestone payments are calculated, and the average of the payments across a range of possible scenarios is deemed to be the expected value of the earn-out payments. The Company compared the estimated revenue volatility to the delivered asset volatility to arrive at adjusted revenue volatilities between 30% and 41% . The Company then discounted the expected future value of the earn-out payments using a range of discount rates between 3.1% and 6.9% . The Company calculated the fair values of these contingent payments to be received from Chiesi as $65.7 million , which are reflected as a contingent purchase price from sale of business on the accompanying consolidated balance sheet at December 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. The Company noted no indicators of impairment on the contingent payments to be received from Chiesi. 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 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 December 31, 2016 and 2015 , by level, within the fair value hierarchy: As of December 31, 2016 As of December 31, 2015 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Assets and Liabilities (Level 1) (Level 2) (Level 3) 2016 (Level 1) (Level 2) (Level 3) 2015 (In thousands) Assets: Money market $ 56,097 $ — $ — $ 56,097 $ 6,030 $ — $ — $ 6,030 Total assets at fair value $ 56,097 $ — $ — $ 56,097 $ 6,030 $ — $ — $ 6,030 Liabilities: Contingent purchase price $ — $ — $ 137,289 $ 137,289 $ — $ — $ 123,757 $ 123,757 Total liabilities at fair value $ — $ — $ 137,289 $ 137,289 $ — $ — $ 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 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 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 December 31, 2016 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 2021 Discount rate 11% Incline: Contingent purchase price $ 1,269 Probability-adjusted discounted cash flow Probabilities of successes 5% Period in which milestones are expected to be achieved 2019 Discount rate 18% Rempex: Contingent purchase price: Event-based milestones $ 95,800 Probability-adjusted discounted cash flow Probabilities of successes 18% - 95% (79%) Period in which milestones are expected to be achieved 2017 - 2024 Discount rate 5.2% - 8.5% Contingent purchase price: Sales-based milestones $ 20,300 Risk-adjusted revenue simulation Probabilities of successes 16% - 65% (56%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 6.6% - 8.2% Annovation: Contingent purchase price $ 14,063 Probability-adjusted discounted cash flow Probabilities of successes 9% - 50% (34%) Period in which milestones are expected to be achieved 2018 - 2031 Discount rate 6.0% - 10.0% Fair Value as of December 31, 2015 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: Event-based 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-based 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 Probabilities of successes 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 that 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 year ended December 31, 2016 and 2015 were as follows: December 31, 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 Payments (10,449 ) (236,418 ) Allocation to Hemostasis Business — (28,600 ) Fair value adjustments to contingent purchase prices included in net loss 23,981 19,641 Balance at end of period $ 137,289 $ 123,757 For the year ended December 31, 2016 , 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 milestone payments. Additionally, for the year ended December 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 year ended December 31, 2016 and 2015 . |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On June 21, 2016, in connection with the sale of the Non-Core ACC Products, the Company commenced implementation of a reorganization intended to improve efficiency and better align the Company’s costs and employment structure with its strategic plans. The reorganization includes a workforce reduction. As a result, the Company reduced its personnel by 162 employees. Upon signing appropriate release agreements, impacted employees were eligible to receive severance payments in specified amounts, health benefits, outplacement services, and an extension of the exercise period for all vested options up to one year from their respective termination date. The Company expects to incur charges of $18.1 million related to this reorganization in the aggregate. The Company has and will record these charges in cost of goods sold, research and development and selling, general and administrative expenses based on responsibilities of the impacted employees. The following table sets forth details regarding the activities described above during the year ended December 31, 2016 : Balance as of January 1, 2016 Expenses, Net Cash Noncash Balance as of December 31, 2016 (in thousands) Employee severance and other personnel benefits: 2016 Workforce reduction $ — $ 17,162 $ (14,697 ) $ (611 ) $ 1,854 Total $ — $ 17,162 $ (14,697 ) $ (611 ) $ 1,854 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company’s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. These obligations include commitments related to purchases of inventory of our products, research and development service agreements, income tax contingencies, operating leases, selling, general and administrative obligations, leased office space for our principal office in Parsippany, New Jersey and additional leased office space in San Diego, California, royalties, milestone payments and other contingent payments due under the Company’s license and acquisition agreements. Future estimated contractual obligations as of December 31, 2016 are: Contractual Obligations (1) Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Total (In thousands) Inventory related commitments $ 17,945 $ — $ — $ — $ 17,945 Research and development 41,330 12,175 523 124 54,152 Operating leases 7,213 14,569 14,811 33,729 70,322 Selling, general and administrative 6,947 2,008 137 — 9,092 Total contractual obligations $ 73,435 $ 28,752 $ 15,471 $ 33,853 $ 151,511 _______________________________________ (1) This table does not include any milestone and royalty payments which may become payable to third parties for which the timing and likelihood of such payments are not known, as discussed below. It also does not include the long-term debt obligations. See Note 10 “Convertible Senior Notes” for further details. All of the inventory related commitments included above are non-cancellable. Included within the inventory related commitments above are purchase commitments for 2017 totaling $7.0 million and $8.9 million for Angiomax and Orbactiv bulk drug substances, respectively. Of the total estimated contractual obligations for research and development and selling, general and administrative activities, $29.6 million are non-cancellable. The Company leases its principal offices in Parsippany, New Jersey. The lease covers 173,146 square feet and expires January 2024. On October 1, 2014, the Company entered into an agreement to lease 63,000 square feet of office space with ARE-SD Region No. 35, LLC for new office and laboratory space in San Diego. This lease has a term of 144 months. The commencement date is February 2017. The lease qualifies for operating lease treatment with recorded annual rent expense from commencement date to expiration. The Company’s expected total obligation for this space is $35.3 million . Approximately 97.4% of the total operating lease commitments above relate to the Company’s principal office building in Parsippany, New Jersey and the Company’s office in San Diego, California. Also included in total property lease commitments are automobile leases, computer leases and other property leases that the Company entered into while expanding its global infrastructure. Aggregate rent expense under the Company’s property leases in 2016 , 2015 and 2014 was approximately $7.6 million , $7.3 million and $7.6 million , respectively. In addition to the amounts shown in the above table, the Company is contractually obligated to make potential future success-based development, regulatory and commercial milestone payments and royalty payments in conjunction with collaborative agreements or acquisitions it has entered into with third-parties. These contingent payments include royalty payments with respect to Angiomax under the Company’s license agreements with Biogen and HRI, royalty and/or milestone payments with respect to Carbavance, inclisiran, Ionsys, MDCO-700 and Orbactiv. In 2016 , 2015 and 2014 , the Company incurred aggregate royalties to Biogen and HRI of $0.8 million , $1.8 million and $129.4 million , respectively, and royalties to AstraZeneca with respect to Cleviprex of $0.6 million , $1.3 million and $0.8 million . As of December 15, 2014, the Company no longer owes royalties to Biogen or HRI relating to sales of Angiomax in the United States. The Company may have to make these significant contingent cash payments in connection with its acquisition and licensing activities upon the achievement of specified regulatory, sales and other milestones as follows: • $49.4 million due to the former equityholders of Targanta and up to $25.0 million in additional payments to other third parties related to the Targanta transaction; • up to $60.0 million due to the former equityholders of Incline and up to $83.0 million in additional payments to other third parties related to the Incline transaction; • up to $289.2 million for the Rempex transaction; • $26.3 million for the Annovation transaction and up to $6.5 million in additional payments to other third parties related to the Annovation transaction; • up to $170.0 million for the Alnylam license and collaboration agreement with Alnylam; and • $1.2 million for other transaction milestones. Given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Accordingly, these contingent payments have not been included in the table above as the timing of any future payment is not reasonable estimable. Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when information available indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. The Company is currently party to the other legal proceedings described in Part I, Item 3. Legal Proceedings of this Annual Report on Form 10-K, which are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. While it is not possible to determine the outcome of the matters described in Part I, Item 3. Legal Proceedings of this Annual Report on Form 10-K, the Company believes that the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to its consolidated results of operations in any one accounting period. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company has an employee savings and retirement plan which is qualified under Section 401(k) of the Internal Revenue Code. The Company made matching contributions in 2016 , 2015 and 2014 of $1.7 million , $2.5 million and $1.9 million , respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 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 in 2016 , 2015 and 2014 are derived primarily from sales of Angiomax in the United States, including royalty revenue from Sandoz. 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. Years Ended December 31, 2016 2015 2014 (In thousands) Net revenue: United States $ 156,245 93.1 % $ 289,578 93.7 % $ 623,112 94.5 % Europe 9,331 5.6 % 16,745 5.4 % 32,860 5.0 % Other 2,259 1.3 % 2,684 0.9 % 3,718 0.6 % Total net revenue $ 167,835 $ 309,007 $ 659,690 Years Ended December 31, 2016 2015 (In thousands) Long-lived assets: United States $ 1,047,098 99.6 % $ 956,298 99.3 % Europe 4,160 0.4 % 6,301 0.7 % Total long-lived assets $ 1,051,258 $ 962,599 |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreements | Collaboration Agreements AstraZeneca LP In April 2012, the Company entered into an agreement with AstraZeneca LP pursuant to which the Company and AstraZeneca LP agreed to collaborate globally to develop and commercialize certain acute ischemic heart disease compounds. Under the terms of the collaboration agreement, a joint development and research committee and a joint commercialization committee have been established to prepare and deliver a global development plan and a country-by-country collaboration and commercialization plan, respectively, related to BRILINTA and Angiomax and Kengreal. For the year ended December 31, 2014, the Company has recognized $16.0 million in co-promotion income. The agreement was terminated effective December 31, 2014. Alnylam Pharmaceuticals, Inc. In February 2013, the Company entered into a license and collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam) to develop, manufacture and commercialize therapeutic products targeting the proprotein convertase subtilisin/kexin type 9 (PCSK9) gene, based on certain of Alnylam’s RNA interference (RNAi) technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam’s technology to develop, manufacture and commercialize PCSK-9 products for the treatment, palliation and/or prevention of all human diseases. Alnylam is responsible for the development costs of the products, subject to an agreed upon limit, until the completion of Phase 1 clinical studies. The Company is responsible for completing and funding the development costs of the products through commercialization, if successful. The Company paid Alnylam $25.0 million in an initial license payment and an additional $10.0 million upon the achievement of a milestone, which payments the Company recorded as research and development expenses in the accompanying consolidated statements of operations. The Company has also agreed to pay up to an aggregate of $180.0 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. SciClone Pharmaceuticals On December 16, 2014, the Company entered into strategic collaboration with SciClone Pharmaceuticals (SciClone) under which the Company granted SciClone a license and the exclusive rights to promote, market and sell Angiomax and Cleviprex in China. Under the terms of the collaboration, SciClone will be responsible for all aspects of commercialization, including pre- and post-launch activities, for both products in the China market (excluding Hong Kong and Macau) and will assist the Company in the registration process for both products in China. The Company has filed in China for marketing approval of Angiomax and to conduct clinical trials of Cleviprex. SciClone have 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 years ended December 31, 2016 and 2015 , the Company recorded $0.6 million and $8.2 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. Accordingly, the Company will recognize payment related to the achievement of such milestone, if any, when the applicable milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve each milestone, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. 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 has agreed to pay 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 year ended December 31, 2016 and 2015 , the Company recorded $2.5 million and $0.6 million , respectively, 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. Accordingly, the Company will recognize payment related to the achievement of such milestone, if any, when the applicable milestone is achieved. Boston Scientific Corporation In December 2013, the Company entered into a co-promotion agreement with BSX for the Promus PREMIER Stent System, where the Company and BSX agreed to collaborate to provide promotional support for the Promus PREMIER Stent System in hospitals in the United States. Under the terms of the co-promotion agreement, the Company’s sales force began collaborating with the BSX Interventional Cardiology sales force in January 2014. For the year ended December 31, 2014, the Company has recognized $5.0 million in co-promotion income. The agreement was terminated effective December 31, 2014. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The following table provides a reconciliation of the components of accumulated other comprehensive (loss) income , net of tax, attributable to The Medicines Company: Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total (In thousands) Balance at January 1, 2014 $ (4,701 ) $ 49 $ (4,652 ) Other comprehensive income before reclassifications 7,180 — 7,180 Total other comprehensive loss 7,180 — 7,180 Balance at December 31, 2014 $ 2,479 $ 49 $ 2,528 Other comprehensive income before reclassifications 1,445 — 1,445 Total other comprehensive income 1,445 — 1,445 Balance at December 31, 2015 $ 3,924 $ 49 $ 3,973 Other comprehensive income before reclassifications 213 — 213 Amounts reclassified from accumulated other comprehensive income (1) (2) (9,616 ) (49 ) (9,665 ) Total other comprehensive income (9,403 ) (49 ) (9,452 ) Balance at December 31, 2016 $ (5,479 ) $ — $ (5,479 ) _______________________________________ (1) Amounts were reclassified to other income in the accompanying 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 24 , “Discontinued Operations,” for a discussion of this reclass of foreign currency translation adjustment. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table presents selected quarterly financial data for the years ended December 31, 2016 and 2015 . Three Months Ended March 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 March 31, 2015 June 30, 2015 Sept. 30, 2015 Dec. 31, 2015 (1) (2) (3) (4) (5) (In thousands, except per share data) Total net revenues $ 50,306 $ 54,731 $ 37,599 $ 25,199 $ 110,115 $ 74,519 $ 57,206 $ 67,167 Cost of product revenues 18,797 15,230 20,777 16,543 20,538 24,756 49,188 25,449 Total operating expenses 131,586 146,955 113,336 137,883 124,606 151,099 163,181 142,594 Net (loss) income from continuing operations (81,280 ) (92,224 ) (75,737 ) (112,684 ) (14,491 ) (76,580 ) (105,975 ) (75,427 ) Net income (loss) from continuing operations attributable to The Medicines Company $ (90,343 ) $ 181,823 $ (86,354 ) $ (124,428 ) $ 4,373 $ (67,445 ) $ (90,617 ) $ (68,241 ) Net income (loss) from discontinued operations, net of tax attributable to The Medicines Company (2,105 ) 619 96 1,574 661 20,853 (14,515 ) (137,825 ) Net loss attributable to The Medicines Company $ (92,448 ) $ 182,442 $ (86,258 ) $ (122,854 ) $ 5,034 $ (46,592 ) $ (105,132 ) $ (206,066 ) Diluted (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.31 ) $ 2.51 $ (1.23 ) $ (1.77 ) $ 0.07 $ (1.02 ) $ (1.35 ) $ (0.99 ) (Loss) income from discontinued operations (0.03 ) 0.01 — 0.02 0.01 0.31 (0.22 ) (2.00 ) Diluted loss per share $ (1.34 ) $ 2.52 $ (1.23 ) $ (1.75 ) $ 0.08 $ (0.71 ) $ (1.57 ) $ (2.99 ) ______________________________________ (1) On June 21, 2016, the Company completed the sale of its Non-Core ACC Products pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi USA and Chiesi. As a result of this sale, the Company realized a gain on sale of business of $288.3 million . (2) In February 2015, the Company completed the acquisition of Annovation and Annovation became our wholly owned subsidiary. The acquisition of Annovation was accounted for as a step acquisition which required that the fair value of our existing 35.8% ownership interest (previously accounted for as an equity method investment) be remeasured. The fair value of our interest in Annovation was $25.9 million upon the closing of the acquisition, resulting in a non-cash pre-tax gain of $22.7 million . (3) In the second quarter of 2015, the Company sold an investment in a specialty pharmaceutical company that had a zero cost basis as the carrying amount was deemed impaired in 2009 and realized a net gain on sale of approximately $19.8 million . This amount is reflected in the consolidated statement of operations as a gain on sale of investment in 2015. (4) Net loss for the third quarter of 2015 includes an inventory obsolescence charge of $16.7 million and a charge of $15.7 million for potential losses on future inventory purchase commitments due primarily to the loss of market exclusivity for Angiomax in the United States. (5) On February 1, 2016, the Company completed the sale of its Hemostasis Business. As a result of the transaction, the Company is accounting for the assets and liabilities of the Hemostasis Business to be sold as held for sale. As a result of the classification as held for sale, we recorded impairment charges of $133.3 million , including $24.5 million related to goodwill, in the fourth quarter of 2015 to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell. See Note 24 “Discontinued Operations” for further details. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions On June 21, 2016, the Company completed the sale of its Non-Core ACC Products pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi USA and Chiesi. At the completion of the sale, the Company received approximately $263.8 million in cash, which included the value of product inventory, and may receive up to an additional $480.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of each of Cleviprex and Kengreal. The following table presents the consideration received, major classes of assets sold and the gain recognized on the sale of the Non-Core ACC Products: (in thousands) Sale price: Cash $ 263,807 Contingent purchase price from sale of business 65,700 Total sale price 329,507 Assets: Inventory 2,184 Intangibles 5,210 Goodwill 33,812 Total assets sold 41,206 Gain on sale of business $ 288,301 The Company recognized a gain on sale of business of approximately $288.3 million in 2016 in continuing operations in the accompanying consolidated statements of operations. Disposition related costs during 2016 of approximately $7.9 million for advisory, legal and regulatory fees incurred in connection with the sale of the Non-Core ACC Products were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Note 15 , “Fair Value Measurements,” for further details on the contingent purchase price from sale of businesses. Discontinued Operations Acquisitions prior to Sale of Hemostasis Business Recothrom In February 2013, pursuant to a master transaction agreement with Bristol-Myers Squibb Company (BMS), the Company acquired the right to sell, distribute and market Recothrom on a global basis for the collaboration term and BMS transferred to the Company certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. BMS also granted to the Company, under the master transaction agreement, an option to purchase from BMS and its affiliates, following the expiration or earlier termination of the collaboration term, certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom. On February 6, 2015, the Company completed the acquisition of the remaining assets held by BMS which were exclusively related to Recothrom. Upon closing the exercise of the option in February 2015, the Company paid BMS approximately $132.4 million in the aggregate, including approximately $44.0 million for inventory and reclassified the value of the purchase option and additional amounts paid to BMS to Developed Product Rights and commenced amortizing. 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 “ Income (loss) from discontinued operations, net of tax ” on the accompanying consolidated statements of operations for years ended 2016 , 2015 and 2014 . 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 consolidated balance sheet as of December 31, 2015 . The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2016 , 2015 and 2014 . The cash flows are those expected to be generated by the market participants, discounted using a risk adjusted rate. Year Ended December 31, 2016 2015 2014 (In thousands) Net product revenues $ 1,275 $ 65,754 $ 64,718 Operating expenses: Cost of product revenue 1,424 75,889 54,300 Research and development 90 7,568 19,669 Selling, general and administrative 542 560 27,210 Impairment — 133,266 — Total operating expenses 2,056 217,283 101,179 Income (loss) from operations (781 ) (151,529 ) (36,461 ) Gain from sale of business 1,004 — — Other expense, net (39 ) (745 ) (596 ) Income (loss) from discontinued operations before income taxes 184 (152,274 ) (37,057 ) Benefit for income taxes — (21,448 ) (4,528 ) Income (loss) from discontinued operations, net of tax $ 184 $ (130,826 ) $ (32,529 ) 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 year ended December 31, 2016 . Cost of product revenue for the three months ended September 30, 2015 included a charge of $25.8 million to reduce the carrying value of the product rights associated with PreveLeak to their estimated fair value as a result of a reduction in expected future cash flows. 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, 2015 (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 was 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 years ended 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation from discontinued operations $ — $ 371 $ 142 Amortization from discontinued operations — 42,278 20,293 Gain on sale of business (1,004 ) — — Asset impairment charges — 25,800 — Reserve for excess or obsolete inventory — 876 — Change in contingent consideration obligation — 8,743 7,400 Proceeds from sale of businesses 174,068 — — Capital expenditures — 738 1,178 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Dispositions On June 21, 2016, the Company completed the sale of its Non-Core ACC Products pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi USA and Chiesi. At the completion of the sale, the Company received approximately $263.8 million in cash, which included the value of product inventory, and may receive up to an additional $480.0 million in the aggregate following the achievement of certain specified calendar year net sales milestones with respect to net sales of each of Cleviprex and Kengreal. The following table presents the consideration received, major classes of assets sold and the gain recognized on the sale of the Non-Core ACC Products: (in thousands) Sale price: Cash $ 263,807 Contingent purchase price from sale of business 65,700 Total sale price 329,507 Assets: Inventory 2,184 Intangibles 5,210 Goodwill 33,812 Total assets sold 41,206 Gain on sale of business $ 288,301 The Company recognized a gain on sale of business of approximately $288.3 million in 2016 in continuing operations in the accompanying consolidated statements of operations. Disposition related costs during 2016 of approximately $7.9 million for advisory, legal and regulatory fees incurred in connection with the sale of the Non-Core ACC Products were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Note 15 , “Fair Value Measurements,” for further details on the contingent purchase price from sale of businesses. Discontinued Operations Acquisitions prior to Sale of Hemostasis Business Recothrom In February 2013, pursuant to a master transaction agreement with Bristol-Myers Squibb Company (BMS), the Company acquired the right to sell, distribute and market Recothrom on a global basis for the collaboration term and BMS transferred to the Company certain limited assets exclusively related to Recothrom, primarily the biologics license application for Recothrom and certain related regulatory assets. BMS also granted to the Company, under the master transaction agreement, an option to purchase from BMS and its affiliates, following the expiration or earlier termination of the collaboration term, certain other assets, including certain patent and trademark rights, contracts, inventory, equipment and related books and records, held by BMS which are exclusively related to Recothrom. On February 6, 2015, the Company completed the acquisition of the remaining assets held by BMS which were exclusively related to Recothrom. Upon closing the exercise of the option in February 2015, the Company paid BMS approximately $132.4 million in the aggregate, including approximately $44.0 million for inventory and reclassified the value of the purchase option and additional amounts paid to BMS to Developed Product Rights and commenced amortizing. 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 “ Income (loss) from discontinued operations, net of tax ” on the accompanying consolidated statements of operations for years ended 2016 , 2015 and 2014 . 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 consolidated balance sheet as of December 31, 2015 . The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2016 , 2015 and 2014 . The cash flows are those expected to be generated by the market participants, discounted using a risk adjusted rate. Year Ended December 31, 2016 2015 2014 (In thousands) Net product revenues $ 1,275 $ 65,754 $ 64,718 Operating expenses: Cost of product revenue 1,424 75,889 54,300 Research and development 90 7,568 19,669 Selling, general and administrative 542 560 27,210 Impairment — 133,266 — Total operating expenses 2,056 217,283 101,179 Income (loss) from operations (781 ) (151,529 ) (36,461 ) Gain from sale of business 1,004 — — Other expense, net (39 ) (745 ) (596 ) Income (loss) from discontinued operations before income taxes 184 (152,274 ) (37,057 ) Benefit for income taxes — (21,448 ) (4,528 ) Income (loss) from discontinued operations, net of tax $ 184 $ (130,826 ) $ (32,529 ) 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 year ended December 31, 2016 . Cost of product revenue for the three months ended September 30, 2015 included a charge of $25.8 million to reduce the carrying value of the product rights associated with PreveLeak to their estimated fair value as a result of a reduction in expected future cash flows. 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, 2015 (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 was 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 years ended 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation from discontinued operations $ — $ 371 $ 142 Amortization from discontinued operations — 42,278 20,293 Gain on sale of business (1,004 ) — — Asset impairment charges — 25,800 — Reserve for excess or obsolete inventory — 876 — Change in contingent consideration obligation — 8,743 7,400 Proceeds from sale of businesses 174,068 — — Capital expenditures — 738 1,178 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Beginning Balance Additions Deductions Ending Balance (In thousands) Year ended December 31, 2016 Allowance for excess slow-moving and obsolete inventory $ 29,943 $ 993 $ (3,806 ) $ 27,130 Year ended December 31, 2015 Allowance for excess slow-moving and obsolete inventory $ 4,691 $ 30,547 $ (5,295 ) $ 29,943 Year ended December 31, 2014 Allowance for excess slow-moving and obsolete inventory $ 675 $ 7,981 $ (3,965 ) $ 4,691 |
Significant Accounting Polici33
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company records net income (loss) attributable to non-controlling interest in the Company’s consolidated financial statements equal to percentage of ownership interest retained in the respective operations by the non-controlling parties. The Company has no unconsolidated subsidiaries. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the consolidated financial statements and accompanying disclosures. Actual results may be different. |
Loss Attributable to Noncontrolling Interest | In 2010, the Company and Windlas Healthcare Private Limited entered into a joint venture in India. Given the Company’s majority ownership interest of approximately 74.0% as of December 31, 2016 of the joint venture company, the Medicines Company (India) Private Limited, the accounts of the Medicines Company (India) Private Limited have been consolidated with the Company’s accounts, and a noncontrolling interest has been recorded for the noncontrolling investors’ interests in the equity and operations of the Medicines Company (India) Private Limited. |
Investments | The Company accounts for its investment in a minority interest of a company over which it does not exercise significant influence on the cost method. Under the cost method, an investment is carried at cost until it is sold or there is evidence that changes in the business environment or other facts and circumstances suggest it may be other than temporarily impaired. Investments in which the Company has at least a 20%, but not more than a 50%, interest are generally accounted for under the equity method. These non-marketable securities have been classified as investments and included in other assets on the accompanying consolidated balance sheets. The Company’s proportionate share of the operating results is recorded as loss in equity investment in the Company’s consolidated statement of operations. On February 2, 2015, the Company completed the acquisition of Annovation, and Annovation became the Company’s wholly owned subsidiary. See Note 7 “Acquisition” for further details. |
Inventory | The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or market value and valued using first-in, first-out methodology. Angiomax, Orbactiv, Minocin IV and Ionsys bulk substances are classified as raw materials and their costs are determined using acquisition costs from the Company’s contract manufacturers. The Company records work-in-progress costs of filling, finishing and packaging against specific product batches. |
Fixed Assets | Fixed assets are stated at cost. Depreciation is provided using the straight-line method based on estimated useful lives or, in the case of leasehold improvements, over the lesser of the useful lives or the lease terms. Repairs and maintenance costs are expensed as incurred. |
Treasury Stock | Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. |
Intangible Assets with Definite Useful Lives | Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment if certain events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
In-Process Research and Development | The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the projects have an alternative future use; otherwise it is expensed. The fair values of IPR&D projects acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D acquired in a business combination. The Company utilizes the “income method,” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, historical pricing of similar products and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. This analysis is performed for each project independently. The Company also considers qualitative factors such as development of competing drugs, status in the development cycle of the product, regulatory developments and other qualitative factors. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. These are tested at least annually or when a triggering event occurs that could indicate a potential impairment. |
Goodwill | Goodwill represents the excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized, but subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company determines whether goodwill may be impaired by comparing the carrying value of its reporting unit to the fair value of its reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. |
Contingent Purchase Price From Sale of Business | The Company has contingent assets for certain specified calendar year net sales milestones as part of the sales of the Hemostasis Business and the Non-Core ACC Products. In determining the fair value of these sales milestones, considerable judgment is required to interpret the market data used to develop the assumptions and estimates. The Company utilizes either the “income method” or a risk adjusted revenue simulation model. The income method 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. In a risk adjusted revenue simulation model, the chances of achieving many different revenue levels are estimated and then adjusted to reflect the results of similar products and companies in the market to calculate the fair value of each milestone payment. The breadth of all possible revenue scenarios is captured in an estimate of revenue volatility - a measure that can be estimated from performance of similar companies in the market. The Company estimated revenue volatility as the delivered asset volatility observed in comparable companies’ historical performance, where the delivering asset was based on operational leverage of the Company. Under each of these possible scenarios, different amounts of the sales-based milestone payments are calculated, and the average of the payments across a range of possible scenarios is deemed to be the expected value of the earn-out payments. 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 in the consolidated statements of operations. |
Long-Lived Assets | Long-lived assets, such as property, plant and equipment and certain other long-term assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets exceed their estimated future undiscounted net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceed the fair value of the assets. |
Contingent Purchase Price from Business Combinations | Subsequent to the acquisition date, the Company measures the fair value of the acquisition-related contingent consideration at each reporting period, with changes in fair value recorded in selling, general and administrative in the accompanying consolidated statements of operations. Changes to contingent consideration obligations can result from adjustments to discount rates and periods, updates in the assumed achievement or timing of any development or commercial milestone or changes in the probability of certain clinical events, the passage of time and changes in the assumed probability associated with regulatory approval. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. |
Risks and Uncertainties | The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents and accounts receivable. The Company believes it minimizes its exposure to potential concentrations of credit risk by placing investments with high quality institutions. |
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. |
Revenue Recognition | Product Sales. The Company distributes Orbactiv, Minocin IV, branded Angiomax and the acute care generic products in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). The Company sold Cleviprex, Kengreal and ready-to-use Argatroban under this model up until the sale of these products to Chiesi. See Note 23 , “Dispositions,” for further details. ICS then primarily sells this product to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States. The Company sells Ionsys through a sole source distribution model with Cardinal Health, Inc. (Cardinal). The Company recognizes sales of Minocin upon shipment to ICS. The Company recognizes sales from Orbactiv, Ionsys and the acute care generic products it markets under a deferred revenue model. Under its deferred revenue model, the Company invoices ICS or Cardinal upon product shipment, records deferred revenue at gross invoice sales price, classifies the cost basis of the product held by ICS or Cardinal as finished goods inventory held by others and includes such cost basis amount within prepaid expenses and other current assets on its consolidated balance sheets. The Company currently recognizes the deferred revenue when hospitals purchase product and will do so until such time that the Company has sufficient information to develop reasonable estimates of expected returns and other adjustments to gross revenue. The Company had deferred revenue of $3.3 million and $4.1 million associated with sales in the United States of Orbactiv and Ionsys as of December 31, 2016 and Orbactiv, Ionsys and Kengreal as of December 31, 2015 , respectively. The Company recognized $22.6 million and $11.7 million of revenue associated with Orbactiv, Kengreal and Ionsys during 2016 and 2015 , respectively, related to purchases by hospitals. Prior to July 1, 2015, sales of Angiomax in the United States were recognized upon shipment to ICS. With the entrance of generic products and their impact on pricing in the marketplace, the Company is no longer able to reasonably estimate its chargebacks with respect to Angiomax. Accordingly, effective July 1, 2015, sales of Angiomax in the United States are recognized upon shipment by distributors to hospitals as the price of Angiomax is fixed and determinable at that time. Effective July 2, 2015, the Company entered into a supply and distribution agreement with Sandoz under which it has granted Sandoz the exclusive right to sell in the United States an authorized generic of Angiomax (bivalirudin). In accordance with this agreement, the Company receives a royalty based on Sandoz’ gross margin, as defined in the agreement, of the authorized generic product sold to hospitals. The Company recognizes sales of Angiomax to Sandoz under a deferred revenue model. The Company recognizes royalty revenue on an accrual basis in the period it is reported by Sandoz. During 2016 and 2015 , the Company recognized royalty revenue of $71.2 million and $53.9 million , respectively. The Company’s agreement with ICS provides that ICS will be the Company’s exclusive distributor of Orbactiv, Minocin IV, branded Angiomax and acute care generic products in the United States. Under the terms of this fee-for-service agreement, ICS places orders with the Company for sufficient quantities of Minocin IV to maintain an appropriate level of inventory based on the Company’s customers’ historical purchase volumes. ICS assumes all credit and inventory risks, is subject to the Company’s standard return policy and has sole responsibility for determining the prices at which it sells these products, subject to specified limitations in the agreement. The agreement terminates on February 28, 2019 and will automatically renew for additional one -year periods unless either party gives notice at least 90 days prior to the automatic extension. Either party may terminate the agreement at any time and for any reason upon 180 days’ prior written notice to the other party. In Europe, the Company markets and sells Angiomax, which the Company markets under the trade name Angiox. The Company recognizes revenue from such sales when hospitals purchase the product. The Company had deferred revenue of $1.7 million and $1.0 million as of December 31, 2016 and 2015 , respectively, associated with sales of Angiomax to wholesalers outside of the United States. The Company does not recognize revenue from product sales until there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable, the buyer is obligated to pay the Company, the obligation to pay is not contingent on resale of the product, the buyer has economic substance apart from the Company, the Company has no obligation to bring about the sale of the product, the amount of returns can be reasonably estimated and collectability is reasonably assured. The Company records allowances for chargebacks and other discounts or accruals for product returns, rebates and fee-for-service charges at the time of sale, and reports revenue net of such amounts. In determining the amounts of certain allowances and accruals, the Company must make significant judgments and estimates. For example, in determining these amounts, the Company estimates hospital demand, buying patterns by hospitals and group purchasing organizations from wholesalers and the levels of inventory held by wholesalers and by ICS. Making these determinations involves estimating whether trends in past wholesaler and hospital buying patterns will predict future product sales. The Company receives data periodically from ICS and wholesalers on inventory levels and levels of hospital purchases and the Company considers this data in determining the amounts of these allowances and accruals. The specific considerations the Company uses in estimating these amounts are as follows: • Product returns. The Company’s customers have the right to return any unopened product during the 18 -month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. As a result, in calculating the accrual for product returns, the Company must estimate the likelihood that product sold might not be used within six months of expiration and analyze the likelihood that such product will be returned within 12 months after expiration. The Company considers all of these factors and adjusts the accrual periodically throughout each quarter to reflect actual experience. When customers return product, they are generally given credit against amounts owed. The amount credited is charged to the Company’s product returns accrual. In estimating the likelihood of product being returned, the Company relies on information from ICS and wholesalers regarding inventory levels, measured hospital demand as reported by third-party sources and internal sales data. The Company also considers the past buying patterns of ICS and wholesalers, the estimated remaining shelf life of product previously shipped, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. At December 31, 2016 and 2015 , the Company’s accrual for product returns was $1.6 million and $8.7 million , respectively. • Chargebacks and rebates. Although the Company primarily sells products to ICS in the United States, the Company typically enters into agreements with hospitals, either directly or through group purchasing organizations acting on behalf of their hospital members, in connection with the hospitals’ purchases of products. Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for products and volume-based rebates on product purchases. In the case of discounted pricing, the Company typically provides a credit to ICS, or a chargeback, representing the difference between ICS’ acquisition list price and the discounted price. In the case of the volume-based rebates, the Company typically pays the rebate directly to the hospitals. The Company also participates in the 340B Drug Pricing Program under the Public Health Services Act. Under the 340B Drug Pricing Program, the Company offers qualifying entities a discount off the commercial price of Angiomax for patients undergoing percutaneous coronary intervention, or PCI, on an outpatient basis. As a result of these agreements, at the time of product shipment, the Company estimates the likelihood that product sold to ICS might be ultimately sold to a contracting hospital or group purchasing organization. The Company also estimates the contracting hospital’s or group purchasing organization’s volume of purchases. The Company bases its estimates on industry data, hospital purchases and the historic chargeback data it receives from ICS, most of which ICS receives from wholesalers, which details historic buying patterns and sales mix for particular hospitals and group purchasing organizations, and the applicable customer chargeback rates and rebate thresholds. With the entrance of generic products and their impact on pricing in the marketplace, the Company is no longer able to reasonably estimate these chargebacks with respect to Angiomax. The Company’s allowance for chargebacks was $1.9 million and $15.7 million at December 31, 2016 and 2015 , respectively. The Company’s allowance for rebates was not material at December 31, 2016 and 2015 . • Fees-for-service. The Company offers discounts to certain wholesalers, Cardinal and ICS based on contractually determined rates for certain services. The Company estimates its fee-for-service accruals and allowances based on historical sales, wholesaler and distributor inventory levels and the applicable discount rate. The Company’s discounts are accrued at the time of the sale and are typically settled within 60 days after the end of each respective quarter. The Company’s fee-for-service accruals and allowances were $0.8 million and $2.7 million at December 31, 2016 and 2015 , respectively. The Company has adjusted its allowances for chargebacks and accruals for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. International Distributors. Under the Company’s agreements with its primary international distributors, the Company sells Angiomax to these distributors at a fixed price. The established price is typically determined once per year, prior to the first shipment of Angiomax to the distributor each year. The minimum selling price used in determining the price is 50% of the average net unit selling price. |
Cost of Product Revenue | Cost of revenue consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv, Kengreal, Ionsys and Minocin IV, royalty expenses under the Company’s agreements with Biogen (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex, with Eli Lilly (Lilly) related to Orbactiv and with Eagle related to ready-to-use Argatroban and the logistics costs related to Angiomax, Cleviprex, ready-to-use Argatroban, Orbactiv, Kengreal, Ionsys and Minocin IV including distribution, storage and handling costs. Amounts billed for shipping and handling are recorded as revenue. Shipping and handling expenses are recorded as a component of cost of product revenue. |
Advertising Costs | The Company expenses advertising costs as incurred. |
Research and Development | Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. The Company performs research and development for US government agencies under a cost-reimbursable contract in which the Company is reimbursed for direct costs incurred plus allowable indirect costs. The Company recognizes the reimbursements under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. The reimbursements are classified as an offset to research and development expenses. Payments received in advance of work performed are deferred. |
Share-Based Compensation | The Company recognizes expense using the accelerated expense attribution method in an amount equal to the fair value of all share-based awards granted to employees. The Company estimates the fair value of its options on the date of grant using the Black-Scholes closed-form option-pricing model. Expected volatilities are based principally on historic volatility of the Company’s common stock. The Company uses historical data to estimate forfeiture rate. The expected term of options represents the period of time that options granted are expected to be outstanding. The Company has made a determination of expected term by analyzing employees’ historical exercise experience. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant corresponding with the expected life of the options. |
Foreign Currencies | The functional currencies of the Company’s foreign subsidiaries primarily are the local currencies: Euro, Swiss franc, and British pound sterling. The Company’s assets and liabilities are translated using the current exchange rate as of the balance sheet date. Stockholders’ equity is translated using historical rates at the balance sheet date. Revenues and expenses and other items of income are translated using a weighted average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are excluded from the determination of net earnings (loss) and are accumulated in a separate component of stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (loss) in the Company’s results of operations. |
Income Taxes | The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. On a periodic basis, the Company evaluates the realizability of its deferred tax assets net of deferred tax liabilities and adjusts such amounts in light of changing facts and circumstances, including but not limited to its level of past and future taxable income, the current and future expected utilization of tax benefit carryforwards, any regulatory or legislative actions by relevant authorities with respect to the Angiomax patents, and the status of litigation with respect to those patents. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the net deferred tax assets to the amount that is more likely than not to be realized in future periods. The Company’s annual effective tax rate is based on pre-tax earnings adjusted for differences between GAAP and income tax accounting, existing statutory tax rates, limitations on the use of net operating loss and tax credit carryforwards and tax planning opportunities available in the jurisdictions in which it operates. The Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company’s tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company’s liability for uncertain tax positions is reflected as a reduction to its deferred tax assets on its consolidated balance sheet. |
Comprehensive Income (Loss) | The Company’s accumulated comprehensive income (loss) is comprised of unrealized gains and losses on available for sale securities (if any), which are recorded and presented net of income tax, and foreign currency translation. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new revenue recognition Accounting Standards Update (ASU), “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. 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. The FASB has further amended guidance related to recording revenue on a gross versus a net basis and on identifying performance obligations and licensing. The FASB has also rescinded certain SEC guidance primarily related to ASC Topic 815, “Derivatives and Hedging,” and has issued additional improvements and practical expedients to the standard. The Company currently anticipates adopting the standard using the modified retrospective method. The Company is still in the process of completing its analysis on the impact this guidance will 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. This guidance has been adopted as of December 31, 2016 and it did not have a material impact on the 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. 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 consolidated balance sheet as of December 31, 2015. 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 fiscal years, and interim periods within those fiscal years, beginning after December 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 does not believe that this guidance will have a material impact on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (ASU No. 2016-15). This guidance clarifies how certain cash receipts and payments should be presented in the statement of cash flows and is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company does not believe that this guidance will have an impact on the consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (ASU No. 2016-18). This amends the guidance in ASC 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. |
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. |
Significant Accounting Polici34
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Sales Allowances and Accruals | The following table provides a summary of activity with respect to the Company’s sales allowances and accruals during 2016 , 2015 and 2014 (amounts in thousands): Cash Discounts Returns Chargebacks Rebates Fees-for- Service Balance at January 1, 2014 $ 2,662 $ 2,433 $ 25,040 $ — $ 3,127 Allowances for sales during 2014 18,299 5,836 175,001 — 12,453 Actual credits issued for prior year’s sales (2,411 ) (1,724 ) (25,888 ) — (3,246 ) Actual credits issued for sales during 2014 (14,408 ) (3,196 ) (129,754 ) — (11,410 ) Balance at December 31, 2014 4,142 3,349 44,399 — 924 Allowances for sales during 2015 9,212 12,143 107,564 833 14,249 Actual credits issued for prior year’s sales (3,927 ) (3,528 ) (40,419 ) (1,179 ) Actual credits issued for sales during 2015 (8,540 ) (3,221 ) (95,828 ) (733 ) (11,314 ) Balance at December 31, 2015 887 8,743 15,716 100 2,680 Allowances for sales during 2016 1,854 (1,424 ) 36,197 (6 ) 3,166 Actual credits issued for prior year’s sales (887 ) (5,233 ) (15,610 ) (50 ) (2,655 ) Actual credits issued for sales during 2016 (1,573 ) (502 ) (34,408 ) (29 ) (2,365 ) Balance at December 31, 2016 $ 281 $ 1,584 $ 1,895 $ 15 $ 826 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The major classes of inventory were as follows: 2016 2015 (In thousands) Raw materials $ 56,962 $ 31,354 Work-in-progress 12,033 21,487 Finished goods 1,903 11,743 Total $ 70,898 $ 64,584 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following: Estimated December 31, Life (Years) 2016 2015 (In thousands) Furniture, fixtures and equipment 2-15 $ 25,132 $ 25,442 Computer software 2-5 3,722 4,078 Computer hardware 2-5 3,795 3,427 Leasehold improvements 2-15 30,702 30,178 63,351 63,125 Less: Accumulated depreciation (32,390 ) (28,345 ) $ 30,961 $ 34,780 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Purchase Price | Total purchase price, in thousands, is summarized as follows: Upfront cash consideration $ 28,397 Fair value of existing equity interest in Annovation 25,886 Total cash consideration and fair value of existing equity interest 54,283 Fair value of contingent cash payment 18,000 Total purchase price $ 72,283 |
Assets Acquired and Liabilities Assumed | Below is a summary which details, in thousands, the allocation of assets acquired and liabilities assumed as a result of this acquisition: Assets acquired: Cash and cash equivalents $ 1,482 Other current assets 692 IPR&D 65,000 Goodwill 24,530 Total assets $ 91,704 Liabilities assumed: Accrued expenses $ 398 Contingent purchase price 18,000 Deferred tax liability 19,023 Total liabilities $ 37,421 Total cash price paid upon acquisition and fair value of existing equity interest $ 54,283 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the carrying amounts and accumulated amortization of the Company’s intangible assets: As of December 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 Net Carrying Amount (In thousands) Amortizable intangible assets Product licenses (1) 13.0 $ 30,000 $ (3,013 ) $ 26,987 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 370,560 (35,946 ) 334,614 373,090 (14,121 ) 358,969 Total 16.1 $ 400,560 $ (38,959 ) $ 361,601 $ 404,590 $ (21,990 ) $ 382,600 Intangible assets not subject to amortization: In-process research & 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 — $ 654,180 $ (38,959 ) $ 615,221 $ 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 | The following table sets forth the carrying amounts and accumulated amortization of the Company’s intangible assets: As of December 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 Net Carrying Amount (In thousands) Amortizable intangible assets Product licenses (1) 13.0 $ 30,000 $ (3,013 ) $ 26,987 $ 31,500 $ (7,869 ) $ 23,631 Developed product rights (2) 16.3 370,560 (35,946 ) 334,614 373,090 (14,121 ) 358,969 Total 16.1 $ 400,560 $ (38,959 ) $ 361,601 $ 404,590 $ (21,990 ) $ 382,600 Intangible assets not subject to amortization: In-process research & 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 — $ 654,180 $ (38,959 ) $ 615,221 $ 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 Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows: December 31, December 31, (In thousands) Balance at beginning of period $ 289,441 $ 286,532 Goodwill resulting from acquisition of Annovation — 24,530 Allocation of goodwill to Hemostasis Business — (24,500 ) Allocation of goodwill to the Non-Core ACC Products (33,812 ) — Translation Adjustments — 2,879 Balance at end of period $ 255,629 $ 289,441 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2016 and 2015 : 2016 2015 (In thousands) Royalties $ 739 $ 3,790 Research and development services 15,076 36,267 Compensation related 28,802 31,011 Product returns, rebates and other fees 2,336 11,202 Legal, accounting and other 21,926 17,930 Manufacturing, logistics and related fees 6,379 18,821 Sales and marketing 2,378 4,639 Interest 10,888 4,898 Total $ 88,524 $ 128,558 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The 2017 Notes consisted of the following: Liability component December 31, December 31, (In thousands) Principal $ 55,000 $ 275,000 Less: Debt discount, net (1) (1,251 ) (19,527 ) Net carrying amount $ 53,749 $ 255,473 _______________________________________ (1) Included on the accompanying 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 2023 Notes consist of the following: Liability component December 31, 2016 December 31, 2015 (in thousands) Principal $ 402,500 $ — Less: Debt discount, net (1) (103,162 ) — Net carrying amount $ 299,338 $ — _______________________________________ (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes (due 2023) and amortized to interest expense over the remaining life of the 2023 Notes using the effective interest rate method. The 2022 Notes consist of the following: Liability component December 31, 2016 December 31, 2015 (In thousands) Principal $ 400,000 $ 400,000 Less: Debt discount, net (1) (75,754 ) (87,893 ) Net carrying amount $ 324,246 $ 312,107 _______________________________________ (1) Included on the accompanying 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: Years Ended December 31, 2016 2015 2014 (In thousands) Contractual interest expense $ 10,000 $ 9,639 $ — Amortization of debt discount 12,139 10,942 — Total $ 22,139 $ 20,581 $ — Effective interest rate of the liability component 6.50 % 6.50 % — % The following table sets forth total interest expense recognized related to the 2017 Notes: Years Ended December 31, 2016 2015 2014 (In thousands) Contractual interest expense $ 2,101 $ 3,781 $ 3,781 Amortization of debt discount 7,395 12,734 11,920 Total $ 9,496 $ 16,515 $ 15,701 Effective interest rate of the liability component 6.02 % 6.02 % 6.02 % The following table sets forth total interest expense recognized related to the 2023 Notes: Years Ended December 31, 2016 2015 2014 (in thousands) Contractual interest expense $ 6,158 $ — $ — Amortization of debt discount 6,648 — — Total $ 12,806 $ — $ — Effective interest rate of the liability component 7.5 % — % — % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table presents a summary of option activity and data under the Company’s stock incentive plans as of December 31, 2016 : Number of Shares Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at January 1, 2016 7,288,167 $ 25.70 Granted 3,052,506 $ 34.00 Exercised (1,176,434 ) $ 25.50 Forfeited and expired (1,140,543 ) $ 30.04 Outstanding, December 31, 2016 8,023,696 $ 28.27 6.84 $ 49,230,265 Vested and expected to vest, December 31, 2016 7,736,619 $ 28.09 6.76 $ 48,710,224 Exercisable, December 31, 2016 4,296,545 $ 24.59 5.17 $ 40,981,081 Available for future grant at December 31, 2016 4,411,820 |
Schedule of Valuation Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Years Ended December 31, 2016 2015 2014 Expected dividend yield — % — % — % Expected stock price volatility 37.90 % 41.49 % 50.25 % Risk-free interest rate 1.249 % 1.436 % 1.543 % Expected option term (years) 4.93 5.01 4.96 The fair value of each option element of the 2010 ESPP is estimated on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Expected volatilities are based on historical volatility of the Company’s common stock. Expected term represents the six -month offering period for the 2010 ESPP. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Years Ended December 31, 2016 2015 2014 Expected dividend yield — % — % — % Expected stock price volatility 48.80 % 44.91 % 38.97 % Risk-free interest rate 0.34 % 0.15 % 0.07 % Expected option term (years) 0.5 0.5 0.5 |
Schedule of Restricted Stock and Restricted Stock Units Activity | The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2016 : Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2016 496,551 $ 28.77 Awarded 241,941 33.63 Vested (253,594 ) 28.05 Forfeited (109,597 ) 30.51 Outstanding, December 31, 2016 375,301 $ 31.88 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2016 , 2015 and 2014 . Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Amounts attributable to The Medicines Company: Net (loss) income from continuing operations $ (119,302 ) $ (221,930 ) $ 319 Income (loss) from discontinued operations, net of tax 184 (130,826 ) (32,529 ) Net loss attributable to The Medicines Company $ (119,118 ) $ (352,756 ) $ (32,210 ) . Weighted average common shares outstanding, basic 69,909 66,809 64,473 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — — 2,195 Weighted average common shares outstanding, diluted 69,909 66,809 66,668 Basic (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.71 ) $ (3.32 ) $ — Income (loss) from discontinued operations — (1.96 ) (0.50 ) Basic loss per share $ (1.71 ) $ (5.28 ) $ (0.50 ) Diluted (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.71 ) $ (3.32 ) $ — Income (loss) from discontinued operations — (1.96 ) (0.49 ) Diluted loss per share $ (1.71 ) $ (5.28 ) $ (0.49 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefit From (Provision For) Income Taxes | The benefit from (provision for) income taxes in 2016 , 2015 and 2014 consists of current and deferred federal, state and foreign taxes based on income as follows: 2016 2015 2014 (In thousands) Current: Federal $ — $ (5 ) $ 1,494 State (36 ) (187 ) (151 ) Foreign (34 ) (216 ) 44 (70 ) (408 ) 1,387 Deferred: Federal $ — $ 28,011 $ 780 State — 2,140 142 Foreign — — — — 30,151 922 Total (provision for) benefit from taxes $ (70 ) $ 29,743 $ 2,309 |
Schedule of Components of Loss From Continuing Operations | The components of loss from continuing operations attributable to The Medicines Company before income taxes consisted of: 2016 2015 2014 (In thousands) Domestic $ (117,575 ) $ (250,915 ) $ (1,115 ) International (1,711 ) (758 ) (875 ) Total $ (119,286 ) $ (251,673 ) $ (1,990 ) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 35% in 2016 , 2015 , and 2014 to income before income taxes is as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Statutory rate applied to pre-tax loss $ (41,750 ) $ (88,086 ) $ (697 ) (Deduct) add: State income taxes, net of federal benefit 24 (1,269 ) (1,287 ) Foreign 442 287 491 Revaluation of contingent purchase price 8,393 9,740 1,153 Tax credits (967 ) (305 ) (2,598 ) Lobbying costs — 35 60 Acquisition costs — — 198 Meals and entertainment 613 824 501 Uncertain tax positions (2,064 ) 61 (101 ) Bargain purchase — (7,310 ) — Loss on extinguishment of debt 1,403 — — Loss on ACC goodwill 11,834 — — Other (776 ) 1,223 2,680 Loss on sale of Hemostasis Business (105,045 ) — — Deferred tax asset adjustment 4,793 — (2,709 ) Valuation allowances 123,170 55,057 — Income tax benefit $ 70 $ (29,743 ) $ (2,309 ) |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets are as follows: December 31, 2016 2015 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 230,775 $ 115,370 Tax credits 20,973 17,853 Stock based compensation 28,268 23,768 Other 26,889 31,227 Total deferred tax assets 306,905 188,218 Valuation allowance (162,892 ) (67,890 ) Total deferred tax assets net of valuation allowance 144,013 120,328 Deferred tax liabilities: Fixed assets $ (4,997 ) $ (5,011 ) Intangible assets (81,877 ) (89,106 ) Convertible debt (57,430 ) (26,506 ) Indefinite lived intangible assets (89,701 ) (89,701 ) Total deferred tax liabilities (234,005 ) (210,324 ) Net deferred tax liabilities $ (89,992 ) $ (89,996 ) |
Summary of Operating Loss Carryforwards | At December 31, 2016 , the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: Year of Expiration Federal Net Federal Research (In thousands) 2018 – 2026 $ — $ — 2027 6,256 840 2028 38,954 2,108 2029 4,755 1,149 2030 1,030 1,162 2031 605 3,097 2032 1,533 3,666 2033 37,209 3,178 2034 4,353 1,861 2035 195,416 752 2036 324,640 1,715 $ 614,751 $ 19,528 |
Summary of Tax Credit Carryforwards | At December 31, 2016 , the Company has federal net operating loss carryforwards available to reduce taxable income and federal research and development tax credit carryforwards available to reduce future tax liabilities. They expire approximately as follows: Year of Expiration Federal Net Federal Research (In thousands) 2018 – 2026 $ — $ — 2027 6,256 840 2028 38,954 2,108 2029 4,755 1,149 2030 1,030 1,162 2031 605 3,097 2032 1,533 3,666 2033 37,209 3,178 2034 4,353 1,861 2035 195,416 752 2036 324,640 1,715 $ 614,751 $ 19,528 |
Summary of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: Gross Unrecognized Tax Benefits (In thousands) Balance at January 1, 2014 $ 8,123 Additions related to current year tax positions 519 Reductions for prior year tax positions (621 ) Balance at December 31, 2014 8,021 Additions related to current year tax positions 61 Balance at December 31, 2015 8,082 Additions related to current year tax positions 193 Reductions for prior year tax positions (2,257 ) Balance at December 31, 2016 $ 6,018 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Except for the Company’s Level 2 liabilities 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 December 31, 2016 and 2015 , by level, within the fair value hierarchy: As of December 31, 2016 As of December 31, 2015 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Assets and Liabilities (Level 1) (Level 2) (Level 3) 2016 (Level 1) (Level 2) (Level 3) 2015 (In thousands) Assets: Money market $ 56,097 $ — $ — $ 56,097 $ 6,030 $ — $ — $ 6,030 Total assets at fair value $ 56,097 $ — $ — $ 56,097 $ 6,030 $ — $ — $ 6,030 Liabilities: Contingent purchase price $ — $ — $ 137,289 $ 137,289 $ — $ — $ 123,757 $ 123,757 Total liabilities at fair value $ — $ — $ 137,289 $ 137,289 $ — $ — $ 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 December 31, 2016 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 2021 Discount rate 11% Incline: Contingent purchase price $ 1,269 Probability-adjusted discounted cash flow Probabilities of successes 5% Period in which milestones are expected to be achieved 2019 Discount rate 18% Rempex: Contingent purchase price: Event-based milestones $ 95,800 Probability-adjusted discounted cash flow Probabilities of successes 18% - 95% (79%) Period in which milestones are expected to be achieved 2017 - 2024 Discount rate 5.2% - 8.5% Contingent purchase price: Sales-based milestones $ 20,300 Risk-adjusted revenue simulation Probabilities of successes 16% - 65% (56%) Period in which milestones are expected to be achieved 2018 - 2022 Discount rate 6.6% - 8.2% Annovation: Contingent purchase price $ 14,063 Probability-adjusted discounted cash flow Probabilities of successes 9% - 50% (34%) Period in which milestones are expected to be achieved 2018 - 2031 Discount rate 6.0% - 10.0% Fair Value as of December 31, 2015 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: Event-based 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-based 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 Probabilities of successes 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 year ended December 31, 2016 and 2015 were as follows: December 31, 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 Payments (10,449 ) (236,418 ) Allocation to Hemostasis Business — (28,600 ) Fair value adjustments to contingent purchase prices included in net loss 23,981 19,641 Balance at end of period $ 137,289 $ 123,757 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | The following table sets forth details regarding the activities described above during the year ended December 31, 2016 : Balance as of January 1, 2016 Expenses, Net Cash Noncash Balance as of December 31, 2016 (in thousands) Employee severance and other personnel benefits: 2016 Workforce reduction $ — $ 17,162 $ (14,697 ) $ (611 ) $ 1,854 Total $ — $ 17,162 $ (14,697 ) $ (611 ) $ 1,854 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Estimated Contractual Obligations | Future estimated contractual obligations as of December 31, 2016 are: Contractual Obligations (1) Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Total (In thousands) Inventory related commitments $ 17,945 $ — $ — $ — $ 17,945 Research and development 41,330 12,175 523 124 54,152 Operating leases 7,213 14,569 14,811 33,729 70,322 Selling, general and administrative 6,947 2,008 137 — 9,092 Total contractual obligations $ 73,435 $ 28,752 $ 15,471 $ 33,853 $ 151,511 _______________________________________ (1) This table does not include any milestone and royalty payments which may become payable to third parties for which the timing and likelihood of such payments are not known, as discussed below. It also does not include the long-term debt obligations. See Note 10 “Convertible Senior Notes” for further details. |
Segment and Geographic Inform47
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue by Major Geographic Region | Years Ended December 31, 2016 2015 2014 (In thousands) Net revenue: United States $ 156,245 93.1 % $ 289,578 93.7 % $ 623,112 94.5 % Europe 9,331 5.6 % 16,745 5.4 % 32,860 5.0 % Other 2,259 1.3 % 2,684 0.9 % 3,718 0.6 % Total net revenue $ 167,835 $ 309,007 $ 659,690 |
Assets by Major Geographic Region | Years Ended December 31, 2016 2015 (In thousands) Long-lived assets: United States $ 1,047,098 99.6 % $ 956,298 99.3 % Europe 4,160 0.4 % 6,301 0.7 % Total long-lived assets $ 1,051,258 $ 962,599 |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following table provides a reconciliation of the components of accumulated other comprehensive (loss) income , net of tax, attributable to The Medicines Company: Foreign currency translation adjustment Unrealized (gain) loss on available for sale securities Total (In thousands) Balance at January 1, 2014 $ (4,701 ) $ 49 $ (4,652 ) Other comprehensive income before reclassifications 7,180 — 7,180 Total other comprehensive loss 7,180 — 7,180 Balance at December 31, 2014 $ 2,479 $ 49 $ 2,528 Other comprehensive income before reclassifications 1,445 — 1,445 Total other comprehensive income 1,445 — 1,445 Balance at December 31, 2015 $ 3,924 $ 49 $ 3,973 Other comprehensive income before reclassifications 213 — 213 Amounts reclassified from accumulated other comprehensive income (1) (2) (9,616 ) (49 ) (9,665 ) Total other comprehensive income (9,403 ) (49 ) (9,452 ) Balance at December 31, 2016 $ (5,479 ) $ — $ (5,479 ) _______________________________________ (1) Amounts were reclassified to other income in the accompanying 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 24 , “Discontinued Operations,” for a discussion of this reclass of foreign currency translation adjustment. |
Selected Quarterly Financial 49
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information (Unaudited) | The following table presents selected quarterly financial data for the years ended December 31, 2016 and 2015 . Three Months Ended March 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 March 31, 2015 June 30, 2015 Sept. 30, 2015 Dec. 31, 2015 (1) (2) (3) (4) (5) (In thousands, except per share data) Total net revenues $ 50,306 $ 54,731 $ 37,599 $ 25,199 $ 110,115 $ 74,519 $ 57,206 $ 67,167 Cost of product revenues 18,797 15,230 20,777 16,543 20,538 24,756 49,188 25,449 Total operating expenses 131,586 146,955 113,336 137,883 124,606 151,099 163,181 142,594 Net (loss) income from continuing operations (81,280 ) (92,224 ) (75,737 ) (112,684 ) (14,491 ) (76,580 ) (105,975 ) (75,427 ) Net income (loss) from continuing operations attributable to The Medicines Company $ (90,343 ) $ 181,823 $ (86,354 ) $ (124,428 ) $ 4,373 $ (67,445 ) $ (90,617 ) $ (68,241 ) Net income (loss) from discontinued operations, net of tax attributable to The Medicines Company (2,105 ) 619 96 1,574 661 20,853 (14,515 ) (137,825 ) Net loss attributable to The Medicines Company $ (92,448 ) $ 182,442 $ (86,258 ) $ (122,854 ) $ 5,034 $ (46,592 ) $ (105,132 ) $ (206,066 ) Diluted (loss) income per common share attributable to The Medicines Company: (Loss) income from continuing operations $ (1.31 ) $ 2.51 $ (1.23 ) $ (1.77 ) $ 0.07 $ (1.02 ) $ (1.35 ) $ (0.99 ) (Loss) income from discontinued operations (0.03 ) 0.01 — 0.02 0.01 0.31 (0.22 ) (2.00 ) Diluted loss per share $ (1.34 ) $ 2.52 $ (1.23 ) $ (1.75 ) $ 0.08 $ (0.71 ) $ (1.57 ) $ (2.99 ) ______________________________________ (1) On June 21, 2016, the Company completed the sale of its Non-Core ACC Products pursuant to the purchase and sale agreement dated May 9, 2016 by and among the Company, Chiesi USA and Chiesi. As a result of this sale, the Company realized a gain on sale of business of $288.3 million . (2) In February 2015, the Company completed the acquisition of Annovation and Annovation became our wholly owned subsidiary. The acquisition of Annovation was accounted for as a step acquisition which required that the fair value of our existing 35.8% ownership interest (previously accounted for as an equity method investment) be remeasured. The fair value of our interest in Annovation was $25.9 million upon the closing of the acquisition, resulting in a non-cash pre-tax gain of $22.7 million . (3) In the second quarter of 2015, the Company sold an investment in a specialty pharmaceutical company that had a zero cost basis as the carrying amount was deemed impaired in 2009 and realized a net gain on sale of approximately $19.8 million . This amount is reflected in the consolidated statement of operations as a gain on sale of investment in 2015. (4) Net loss for the third quarter of 2015 includes an inventory obsolescence charge of $16.7 million and a charge of $15.7 million for potential losses on future inventory purchase commitments due primarily to the loss of market exclusivity for Angiomax in the United States. (5) On February 1, 2016, the Company completed the sale of its Hemostasis Business. As a result of the transaction, the Company is accounting for the assets and liabilities of the Hemostasis Business to be sold as held for sale. As a result of the classification as held for sale, we recorded impairment charges of $133.3 million , including $24.5 million related to goodwill, in the fourth quarter of 2015 to reduce the Hemostasis Business disposal group’s carrying value to its estimated fair value, less costs to sell. See Note 24 “Discontinued Operations” for further details. |
Dispositions (Tables)
Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Major Classes of Assets Sold and Gain Recognized | The following table presents the consideration received, major classes of assets sold and the gain recognized on the sale of the Non-Core ACC Products: (in thousands) Sale price: Cash $ 263,807 Contingent purchase price from sale of business 65,700 Total sale price 329,507 Assets: Inventory 2,184 Intangibles 5,210 Goodwill 33,812 Total assets sold 41,206 Gain on sale of business $ 288,301 The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2016 , 2015 and 2014 . The cash flows are those expected to be generated by the market participants, discounted using a risk adjusted rate. Year Ended December 31, 2016 2015 2014 (In thousands) Net product revenues $ 1,275 $ 65,754 $ 64,718 Operating expenses: Cost of product revenue 1,424 75,889 54,300 Research and development 90 7,568 19,669 Selling, general and administrative 542 560 27,210 Impairment — 133,266 — Total operating expenses 2,056 217,283 101,179 Income (loss) from operations (781 ) (151,529 ) (36,461 ) Gain from sale of business 1,004 — — Other expense, net (39 ) (745 ) (596 ) Income (loss) from discontinued operations before income taxes 184 (152,274 ) (37,057 ) Benefit for income taxes — (21,448 ) (4,528 ) Income (loss) from discontinued operations, net of tax $ 184 $ (130,826 ) $ (32,529 ) 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 year ended December 31, 2016 . Cost of product revenue for the three months ended September 30, 2015 included a charge of $25.8 million to reduce the carrying value of the product rights associated with PreveLeak to their estimated fair value as a result of a reduction in expected future cash flows. 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, 2015 (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 significant cash flow items from discontinued operations for years ended 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation from discontinued operations $ — $ 371 $ 142 Amortization from discontinued operations — 42,278 20,293 Gain on sale of business (1,004 ) — — Asset impairment charges — 25,800 — Reserve for excess or obsolete inventory — 876 — Change in contingent consideration obligation — 8,743 7,400 Proceeds from sale of businesses 174,068 — — Capital expenditures — 738 1,178 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table presents the consideration received, major classes of assets sold and the gain recognized on the sale of the Non-Core ACC Products: (in thousands) Sale price: Cash $ 263,807 Contingent purchase price from sale of business 65,700 Total sale price 329,507 Assets: Inventory 2,184 Intangibles 5,210 Goodwill 33,812 Total assets sold 41,206 Gain on sale of business $ 288,301 The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2016 , 2015 and 2014 . The cash flows are those expected to be generated by the market participants, discounted using a risk adjusted rate. Year Ended December 31, 2016 2015 2014 (In thousands) Net product revenues $ 1,275 $ 65,754 $ 64,718 Operating expenses: Cost of product revenue 1,424 75,889 54,300 Research and development 90 7,568 19,669 Selling, general and administrative 542 560 27,210 Impairment — 133,266 — Total operating expenses 2,056 217,283 101,179 Income (loss) from operations (781 ) (151,529 ) (36,461 ) Gain from sale of business 1,004 — — Other expense, net (39 ) (745 ) (596 ) Income (loss) from discontinued operations before income taxes 184 (152,274 ) (37,057 ) Benefit for income taxes — (21,448 ) (4,528 ) Income (loss) from discontinued operations, net of tax $ 184 $ (130,826 ) $ (32,529 ) 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 year ended December 31, 2016 . Cost of product revenue for the three months ended September 30, 2015 included a charge of $25.8 million to reduce the carrying value of the product rights associated with PreveLeak to their estimated fair value as a result of a reduction in expected future cash flows. 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, 2015 (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 significant cash flow items from discontinued operations for years ended 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation from discontinued operations $ — $ 371 $ 142 Amortization from discontinued operations — 42,278 20,293 Gain on sale of business (1,004 ) — — Asset impairment charges — 25,800 — Reserve for excess or obsolete inventory — 876 — Change in contingent consideration obligation — 8,743 7,400 Proceeds from sale of businesses 174,068 — — Capital expenditures — 738 1,178 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | Jun. 21, 2016USD ($)product | Feb. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Drug | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of generic drugs | Drug | 10 | ||||||
Proceeds from sale of businesses | $ 437,875 | $ 0 | $ 0 | ||||
Contingent purchase price from sale of businesses | $ 0 | $ 143,700 | 143,700 | 0 | |||
Impairment charges | 0 | 133,273 | 0 | ||||
Chiesi [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Settlement payment | 7,500 | ||||||
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 businesses | $ 174,100 | 174,068 | 0 | 0 | |||
Contingent purchase price from sale of businesses | $ 235,000 | 78,000 | 78,000 | ||||
Impairment charges | 133,300 | 0 | 133,266 | $ 0 | |||
Impairment of goodwill | $ 24,500 | $ 24,500 | |||||
Not discontinued operations, disposed of by sale [Member] | Non-Core ACC Products [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of businesses | $ 263,807 | ||||||
Contingent purchase price from sale of businesses | $ 480,000 | $ 65,700 | $ 65,700 | ||||
Number of products sold | product | 3 |
Significant Accounting Polici53
Significant Accounting Policies - Sales Allowances and Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Discounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | $ 887 | $ 4,142 | $ 2,662 |
Allowances for sales, current period | 1,854 | 9,212 | 18,299 |
Actual credits issued for prior year’s sales | (887) | (3,927) | (2,411) |
Actual credits issued for sales, current period | (1,573) | (8,540) | (14,408) |
Balance end of period | 281 | 887 | 4,142 |
Returns [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 8,743 | 3,349 | 2,433 |
Allowances for sales, current period | (1,424) | 12,143 | 5,836 |
Actual credits issued for prior year’s sales | (5,233) | (3,528) | (1,724) |
Actual credits issued for sales, current period | (502) | (3,221) | (3,196) |
Balance end of period | 1,584 | 8,743 | 3,349 |
Chargebacks [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 15,716 | 44,399 | 25,040 |
Allowances for sales, current period | 36,197 | 107,564 | 175,001 |
Actual credits issued for prior year’s sales | (15,610) | (40,419) | (25,888) |
Actual credits issued for sales, current period | (34,408) | (95,828) | (129,754) |
Balance end of period | 1,895 | 15,716 | 44,399 |
Rebates [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 100 | 0 | 0 |
Allowances for sales, current period | (6) | 833 | 0 |
Actual credits issued for prior year’s sales | (50) | 0 | |
Actual credits issued for sales, current period | (29) | (733) | 0 |
Balance end of period | 15 | 100 | 0 |
Fees-for-Service [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 2,680 | 924 | 3,127 |
Allowances for sales, current period | 3,166 | 14,249 | 12,453 |
Actual credits issued for prior year’s sales | (2,655) | (1,179) | (3,246) |
Actual credits issued for sales, current period | (2,365) | (11,314) | (11,410) |
Balance end of period | $ 826 | $ 2,680 | $ 924 |
Significant Accounting Polici54
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Noncontrolling interest ownership percentage | 74.00% | ||
Concentration of risk, cash and cash equivalents | $ 56,100 | $ 6,000 | |
Royalty revenues | $ 71,205 | 53,859 | $ 0 |
Product return period | 18 months | ||
Product return period prior to label expiration date | 6 months | ||
Product return period after label expiration date | 12 months | ||
Accrual for product returns | $ 1,600 | 8,700 | |
Allowance for chargebacks | $ 1,900 | 15,700 | |
Fees for service discount settlement period | 60 days | ||
Fee-for-service accruals and allowances | $ 800 | 2,700 | |
Advertising costs | 0 | 1,200 | 1,100 |
Reimbursement by government | 15,800 | 22,500 | 9,500 |
Accounting Standards Update 2015-03 [Member] | Noncurrent other assets [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt issuance costs, current | (2,400) | ||
Debt issuance costs, noncurrent | (9,000) | ||
Accounting Standards Update 2015-03 [Member] | Current convertible senior notes [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt issuance costs, current | 2,400 | ||
Accounting Standards Update 2015-03 [Member] | Noncurrent convertible senior notes [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt issuance costs, noncurrent | 9,000 | ||
International [Member] | |||
Significant Accounting Policies [Line Items] | |||
Revenues | 1,100 | 1,100 | $ 1,300 |
Orbactiv, Ionsys and Kengreal [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | 3,300 | 4,100 | |
Revenues | 22,600 | 11,700 | |
Angiomax [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | $ 1,700 | $ 1,000 | |
Minimum selling price | 50.00% | ||
Integrated Commercialization Solutions, Inc. [Member] | |||
Significant Accounting Policies [Line Items] | |||
Revenue agreement, renewal term | 1 year | ||
Revenue agreement, renewal notice period | 90 days | ||
Revenue agreement, termination notice period | 180 days | ||
Integrated Commercialization Solutions, Inc. [Member] | Customer concentration risk [Member] | Net product revenues [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 71.00% | 88.00% | 94.00% |
Integrated Commercialization Solutions, Inc. [Member] | Customer concentration risk [Member] | Gross accounts receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 25.00% | 47.00% | |
Accounts receivable, gross | $ 6,200 | $ 33,200 | |
Sandoz [Member] | Customer concentration risk [Member] | Net product revenues [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 17.00% | 4.00% | |
Sandoz [Member] | Customer concentration risk [Member] | Gross accounts receivable, related to product sales [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 22.00% | 4.00% | |
Accounts receivable, gross | $ 5,600 | $ 3,000 | |
Sandoz [Member] | Customer concentration risk [Member] | Gross accounts receivable, related to royalty revenues [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 36.00% | 42.00% | |
Accounts receivable, gross | $ 9,100 | $ 29,400 | |
Hemostasis Business [Member] | Discontinued operations, disposed of by sale [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment of long-lived assets | $ 108,800 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 56,962 | $ 31,354 | |
Work-in-progress | 12,033 | 21,487 | |
Finished goods | 1,903 | 11,743 | |
Total | 70,898 | 64,584 | |
Inventory write-down, obsolescence | $ 16,700 | $ 8,500 | 29,500 |
Inventory write-down, market conditions | $ 15,700 | $ 12,100 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 63,351 | $ 63,125 | |
Less: Accumulated depreciation | (32,390) | (28,345) | |
Fixed assets, net | 30,961 | 34,780 | |
Depreciation expense | 3,700 | 4,700 | $ 5,600 |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 25,132 | 25,442 | |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 3,722 | 4,078 | |
Computer hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 3,795 | 3,427 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 30,702 | $ 30,178 | |
Minimum [Member] | Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum [Member] | Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum [Member] | Computer hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Maximum [Member] | Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 15 years | ||
Maximum [Member] | Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 5 years | ||
Maximum [Member] | Computer hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 5 years | ||
Maximum [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 15 years |
Cash, Cash Equivalents and Re57
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 541,835 | $ 373,173 | $ 370,741 | $ 376,727 |
Cash | 485,700 | 367,200 | ||
Money market funds | 56,100 | 6,000 | ||
Restricted Cash | ||||
Restricted cash | 5,032 | 1,428 | ||
Restricted cash and cash equivalents, outstanding letter of credit associated with foreign taxes | 3,700 | |||
Restricted cash outstanding letters of credit used for collateral | 1,000 | 1,000 | ||
Restricted cash guaranteed investment certificate used for collateral | 100 | 100 | ||
Restricted cash and cash equivalents, foreign tender | $ 200 | $ 300 |
Non Marketable Investments (Det
Non Marketable Investments (Details) - GeNO, LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | |||
Cost method investment ownership percentage (less than) | 10.00% | ||
Non-controlling equity investment | $ 0 | ||
Investment impairment charge | $ 7,500,000 |
Acquisition - Purchase Price (D
Acquisition - Purchase Price (Details) - Annovation [Member] $ in Thousands | Feb. 02, 2015USD ($) |
Business Acquisition [Line Items] | |
Upfront cash consideration | $ 28,397 |
Fair value of existing equity interest in Annovation | 25,886 |
Total cash consideration and fair value of existing equity interest | 54,283 |
Fair value of contingent purchase price | 18,000 |
Total purchase price | $ 72,283 |
Acquisition - Assets Acquired a
Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 02, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 255,629 | $ 289,441 | $ 286,532 | |
Annovation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,482 | |||
Other current assets | 692 | |||
IPR&D | 65,000 | |||
Goodwill | 24,530 | |||
Total assets | 91,704 | |||
Accrued expenses | 398 | |||
Contingent purchase price | 18,000 | |||
Deferred tax liability | 19,023 | |||
Total liabilities | 37,421 | |||
Total cash price paid upon acquisition and fair value of existing equity interest | $ 54,283 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - Annovation [Member] $ in Thousands | Feb. 02, 2015USD ($) |
Business Acquisition [Line Items] | |
Payment to acquire businesses | $ 28,397 |
Contingent consideration | $ 26,300 |
Percentage ownership in acquiree prior to acquisition | 35.80% |
Fair value of existing equity interest | $ 25,886 |
Gain on remeasurement of equity investment | 22,700 |
General Hospital Corporation [Member] | |
Business Acquisition [Line Items] | |
Contingent consideration | $ 6,500 |
Royalty obligation term | 10 years |
Intangible Assets and Goodwil62
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | $ 253,620 | $ 253,620 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 16 years 1 month 6 days | |
Gross Carrying Amount | $ 400,560 | 404,590 |
Accumulated Amortization and other charges | (38,959) | (21,990) |
Net Carrying Amount | 361,601 | 382,600 |
Intangible assets | 654,180 | 658,210 |
Intangible assets, net | 615,221 | 636,220 |
In-process research and development [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | $ 253,620 | 253,620 |
Product licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 13 years | |
Gross Carrying Amount | $ 30,000 | 31,500 |
Accumulated Amortization and other charges | (3,013) | (7,869) |
Net Carrying Amount | $ 26,987 | 23,631 |
Developed product rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 16 years 3 months 18 days | |
Gross Carrying Amount | $ 370,560 | 373,090 |
Accumulated Amortization and other charges | (35,946) | (14,121) |
Net Carrying Amount | $ 334,614 | $ 358,969 |
Intangible Assets and Goodwil63
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 289,441 | $ 286,532 | |
Translation Adjustments | 0 | 2,879 | |
Balance at end of period | 255,629 | 289,441 | |
Discontinued operations, disposed of by sale [Member] | Hemostasis Business [Member] | |||
Goodwill [Roll Forward] | |||
Allocation of goodwill to sale | 0 | (24,500) | |
Not discontinued operations, disposed of by sale [Member] | Non-Core ACC Products [Member] | |||
Goodwill [Roll Forward] | |||
Allocation of goodwill to sale | $ (33,800) | (33,812) | 0 |
Annovation [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill resulting from acquisition | $ 0 | $ 24,530 |
Intangible Assets and Goodwil64
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 21, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangible assets, amortization expense | $ 25,800 | $ 17,000 | $ 32,200 | ||
Expected annual amortization expense - 2017 | 25,900 | ||||
Expected annual amortization expense - 2018 | 25,900 | ||||
Expected annual amortization expense - 2019 | 25,900 | ||||
Expected annual amortization expense - 2020 | 25,900 | ||||
Expected annual amortization expense - 2021 | 24,900 | ||||
Expected annual amortization expense - thereafter | 233,100 | ||||
Non-Core ACC Products [Member] | Not discontinued operations, disposed of by sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangibles | $ 5,210 | ||||
Goodwill allocated to sale | $ 33,800 | 33,812 | 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] | |||||
Goodwill allocated to sale | $ 0 | $ 24,500 | |||
Developed product rights [Member] | Non-Core ACC Products [Member] | Not discontinued operations, disposed of by sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangibles | $ 5,200 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Royalties | $ 739 | $ 3,790 |
Research and development services | 15,076 | 36,267 |
Compensation related | 28,802 | 31,011 |
Product returns, rebates and other fees | 2,336 | 11,202 |
Legal, accounting and other | 21,926 | 17,930 |
Manufacturing, logistics and related fees | 6,379 | 18,821 |
Sales and marketing | 2,378 | 4,639 |
Interest | 10,888 | 4,898 |
Total | $ 88,524 | $ 128,558 |
Convertible Senior Notes - Due
Convertible Senior Notes - Due 2023 (Details) | Dec. 31, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)d$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||
Net deferred tax liabilities | $ 89,992,000 | $ 89,992,000 | $ 89,996,000 | ||
Interest expense | |||||
Amortization of debt discount | 26,182,000 | 23,676,000 | $ 11,920,000 | ||
Senior Notes [Member] | Convertible Senior Notes Due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal | 402,500,000 | $ 402,500,000 | 402,500,000 | 0 | |
Interest rate | 2.75% | ||||
Proceeds from offering | $ 390,800,000 | ||||
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% | ||||
Consecutive trading period | 50 days | ||||
Conversion ratio | 0.0204198 | ||||
Conversion price (usd per share) | $ / shares | $ 48.97 | ||||
Redemption trading period | 19 days | ||||
Percent of principal amount plus accrued and unpaid interest | 100.00% | ||||
Debt default principal amount percentage | 25.00% | ||||
Debt instrument, term | 7 years | ||||
Carrying amount of equity component | 98,100,000 | 98,100,000 | |||
Net deferred tax liabilities | $ 33,500,000 | ||||
Liability component | |||||
Principal | 402,500,000 | 402,500,000 | 402,500,000 | 0 | |
Less: Debt discount, net | (103,162,000) | (103,162,000) | 0 | ||
Net carrying amount | $ 299,338,000 | $ 299,338,000 | 0 | ||
Remaining contractual life | 6 years 6 months 15 days | ||||
Interest expense | |||||
Contractual interest expense | $ 6,158,000 | 0 | 0 | ||
Amortization of debt discount | 6,648,000 | 0 | 0 | ||
Total | $ 12,806,000 | $ 0 | $ 0 | ||
Effective interest rate of the liability component | 7.50% | 7.50% | 0.00% | 0.00% | |
Senior Notes [Member] | Convertible Senior Notes Due 2023 [Member] | Capped call [Member] | |||||
Interest expense | |||||
Payment of cost of capped call transactions | $ 33,900,000 | ||||
Cap price (usd per share) | $ / shares | $ 64.68 | ||||
Senior Notes [Member] | Convertible Senior Notes Due 2023 [Member] | Level 2 [Member] | |||||
Liability component | |||||
Fair value of Notes | $ 389,300,000 | $ 389,300,000 |
Convertible Senior Notes - Du67
Convertible Senior Notes - Due 2022 (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015USD ($)d$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||
Net deferred tax liabilities | $ 89,992,000 | $ 89,996,000 | ||
Interest expense | ||||
Amortization of debt discount | 26,182,000 | 23,676,000 | $ 11,920,000 | |
Senior Notes [Member] | Convertible Senior Notes Due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 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% | |||
Debt instrument, term | 7 years | |||
Carrying amount of equity component | 54,300,000 | |||
Net deferred tax liabilities | $ 31,800,000 | |||
Liability component | ||||
Principal | $ 400,000,000 | 400,000,000 | 400,000,000 | |
Less: Debt discount, net | (75,754,000) | (87,893,000) | ||
Net carrying amount | $ 324,246,000 | 312,107,000 | ||
Remaining contractual life | 5 years 15 days | |||
Interest expense | ||||
Contractual interest expense | $ 10,000,000 | 9,639,000 | 0 | |
Amortization of debt discount | 12,139,000 | 10,942,000 | 0 | |
Total | $ 22,139,000 | $ 20,581,000 | $ 0 | |
Effective interest rate of the liability component | 6.50% | 6.50% | 0.00% | |
Senior Notes [Member] | Convertible Senior Notes Due 2022 [Member] | Level 2 [Member] | ||||
Liability component | ||||
Fair value of Notes | $ 357,700,000 |
Convertible Senior Notes - Du68
Convertible Senior Notes - Due 2017 (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2012USD ($)d$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt, repurchase amount | $ 323,225,000 | $ 0 | $ 0 | |||
Loss on extinguishment of debt | 5,380,000 | 0 | 0 | |||
Reduction of additional paid-in capital for difference between consideration transferred and fair value of liability component | 108,725,000 | |||||
Equity component recorded at issuance | 98,085,000 | 37,177,000 | ||||
Interest expense | ||||||
Amortization of debt discount | 26,182,000 | 23,676,000 | 11,920,000 | |||
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 275,000,000 | $ 55,000,000 | 55,000,000 | 275,000,000 | ||
Interest rate | 1.375% | |||||
Proceeds from offering | $ 266,200,000 | |||||
Debt, repurchase amount | $ 323,200,000 | |||||
Debt, aggregate principal amount repurchased | 220,000,000 | |||||
Cash receipt for settlement of outstanding bond hedges and warrants | 12,600,000 | |||||
Loss on extinguishment of debt | 5,400,000 | |||||
Reduction of additional paid-in capital for difference between consideration transferred and fair value of liability component | $ 108,700,000 | |||||
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% | |||||
Number of trading days prior to maturity that debt may be converted | 2 days | |||||
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 | |||||
Equity component recorded at issuance | $ 55,700,000 | |||||
Carrying amount of equity component | $ 11,100,000 | 11,100,000 | ||||
Deferred tax asset | 1,500,000 | 300,000 | 300,000 | |||
Liability component | ||||||
Principal | $ 275,000,000 | 55,000,000 | 55,000,000 | 275,000,000 | ||
Less: Debt discount, net | (1,251,000) | (1,251,000) | (19,527,000) | |||
Net carrying amount | $ 53,749,000 | $ 53,749,000 | 255,473,000 | |||
Remaining contractual life | 5 months 1 day | |||||
Interest expense | ||||||
Contractual interest expense | $ 2,101,000 | 3,781,000 | 3,781,000 | |||
Amortization of debt discount | 7,395,000 | 12,734,000 | 11,920,000 | |||
Total | $ 9,496,000 | $ 16,515,000 | $ 15,701,000 | |||
Effective interest rate of the liability component | 6.02% | 6.02% | 6.02% | 6.02% | ||
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | Level 2 [Member] | ||||||
Liability component | ||||||
Fair value of Notes | $ 54,800,000 | $ 54,800,000 |
Convertible Senior Notes - Note
Convertible Senior Notes - Note Hedges (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2012 | |
Debt Instrument [Line Items] | |||||
Proceeds from settlement of bond hedges related to convertible senior notes | $ 100,459 | $ 0 | $ 0 | ||
Interest Rate Contract [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of hedge | $ 58,200 | ||||
Shares exercisable upon conversion | 2 | ||||
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount repurchased | $ 220,000 | ||||
Proceeds from settlement of bond hedges related to convertible senior notes | $ 100,500 |
Convertible Senior Notes - Warr
Convertible Senior Notes - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Settlement of warrants | $ 87,874 | $ 0 | $ 0 | ||
2017 Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from sale of warrants | $ 38,400 | ||||
Settlement of warrants | $ 87,900 | ||||
Shares exercisable upon conversion | 2 | ||||
Exercise price of warrants (usd per share) | $ 34.20 | ||||
Senior Notes [Member] | Convertible Senior Notes Due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount repurchased | $ 220,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2015 | Jun. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 29, 2015 | Jun. 05, 2012 | |
Class of Stock [Line Items] | |||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | |||||
Preferred stock, issued (in shares) | 0 | 0 | |||||
Employee stock purchase (in shares) | 1,312,812 | 2,989,324 | 864,457 | ||||
Employee stock purchases | $ 33,776,000 | $ 65,238,000 | $ 17,343,000 | ||||
Issuance of restricted stock awards (in shares) | 132,344 | 166,042 | 212,136 | ||||
Common stock, authorized (in shares) | 187,500,000 | 187,500,000 | 125,000,000 | 187,500,000 | |||
Issuance of common stock | $ 29,964,000 | ||||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||||
Repurchase of common stock (in shares) | 2,192,982 | ||||||
Repurchase of common stock | $ 50,000,000 | ||||||
Common stock held in treasury (in shares) | 2,192,982 | 2,192,982 | |||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Employee stock purchase (in shares) | 1,313,000 | 2,989,000 | 864,000 | ||||
Employee stock purchases | $ 1,000 | $ 3,000 | $ 1,000 | ||||
Issuance of restricted stock awards (in shares) | 132,000 | 166,000 | 214,000 | ||||
Issuance of common stock (in shares) | 944,537 | 945,000 | |||||
Issuance of common stock | $ 30,000,000 | $ 1,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Employee stock options [Member] | |
Number of Shares | |
Balance (shares) | 7,288,167 |
Granted (shares) | 3,052,506 |
Exercised (shares) | (1,176,434) |
Forfeited and expired (shares) | (1,140,543) |
Balance (shares) | 8,023,696 |
Vested and expected to vest (shares) | 7,736,619 |
Exercisable (shares) | 4,296,545 |
Weighted-Average Exercise Price Per Share | |
Balance (usd per share) | $ / shares | $ 25.70 |
Granted (usd per share) | $ / shares | 34 |
Exercised (usd per share) | $ / shares | 25.50 |
Forfeited and expired (usd per share) | $ / shares | 30.04 |
Balance (usd per share) | $ / shares | 28.27 |
Vested and expected to vest (usd per share) | $ / shares | 28.09 |
Exercisable (usd per share) | $ / shares | $ 24.59 |
Weighted- Average Remaining Contractual Term (Years) | |
Outstanding | 6 years 10 months 3 days |
Vested and expected to vest | 6 years 9 months 4 days |
Exercisable | 5 years 2 months 3 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 49,230,265 |
Vested and expected to vest | $ | 48,710,224 |
Exercisable | $ | $ 40,981,081 |
2013 Plan [Member] | |
Number of Shares | |
Available for future grant (shares) | 4,411,820 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 37.90% | 41.49% | 50.25% |
Risk-free interest rate | 1.249% | 1.436% | 1.543% |
Expected option term | 4 years 11 months 5 days | 5 years 4 days | 4 years 11 months 16 days |
2010 ESPP [Member] | Employee stock purchase plan shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 48.80% | 44.91% | 38.97% |
Risk-free interest rate | 0.34% | 0.15% | 0.07% |
Expected option term | 6 months | 6 months | 6 months |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Awards (Details) - Restricted stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Balance (shares) | 496,551 | ||
Awarded (shares) | 241,941 | ||
Vested (shares) | (253,594) | ||
Forfeited (shares) | (109,597) | ||
Balance (shares) | 375,301 | 496,551 | |
Weighted Average Grant-Date Fair Value | |||
Balance (usd per share) | $ 28.77 | ||
Awarded (usd per share) | 33.63 | $ 28.37 | $ 29.84 |
Vested (usd per share) | 28.05 | ||
Forfeited (usd per share) | 30.51 | ||
Balance (usd per share) | $ 31.88 | $ 28.77 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 31 | $ 30.6 | $ 34.3 |
Unrecognized compensation costs | $ 29.3 | ||
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 3 months 22 days | ||
Weighted average grant date fair value (usd per share) | $ 11.72 | $ 11.18 | $ 12.34 |
Intrinsic value, exercised in period | $ 12.7 | $ 40 | $ 8.2 |
Employee stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option term | 10 years | ||
Vesting percentage | 25.00% | ||
Vesting period | 4 years | ||
Share-based compensation expense | $ 23.2 | 23 | 25.5 |
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 4 months 4 days | ||
Unrecognized compensation cost, options, period of recognition | $ 24 | ||
Employee stock options [Member] | Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Employee stock options [Member] | Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Director stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Cumulative awards granted (shares) | 27,422,350 | ||
Outstanding awards (shares) | 8,023,696 | ||
Share-based compensation expense | $ 6.6 | $ 6.1 | $ 7.6 |
Unrecognized compensation costs | $ 5.3 | ||
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 1 month 24 days | ||
Weighted average grant date fair value of shares awarded (usd per share) | $ 33.63 | $ 28.37 | $ 29.84 |
Shares vested in period, fair value | $ 8.7 | $ 7.1 | $ 7.1 |
2010 ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized (shares) | 2,000,000 | ||
Percentage discount from offering date | 85.00% | ||
Maximum employee subscription rate | 5.00% | ||
Available for future grant (shares) | 1,067,432 | ||
2010 ESPP [Member] | Employee stock purchase plan shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 1.2 | $ 1.5 | $ 1.2 |
Stock issued (shares) | 136,378 | 184,432 | 155,867 |
Offering period | 6 months | ||
2013 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grant (shares) | 4,411,820 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2012 |
Amounts attributable to The Medicines Company: | |||||||||||||
Net (loss) income from continuing operations | $ (124,428) | $ (86,354) | $ 181,823 | $ (90,343) | $ (68,241) | $ (90,617) | $ (67,445) | $ 4,373 | $ (119,302) | $ (221,930) | $ 319 | ||
Income (loss) from discontinued operations, net of tax | 1,574 | 96 | 619 | (2,105) | (137,825) | (14,515) | 20,853 | 661 | 184 | (130,826) | (32,529) | ||
Net loss attributable to The Medicines Company | $ (122,854) | $ (86,258) | $ 182,442 | $ (92,448) | $ (206,066) | $ (105,132) | $ (46,592) | $ 5,034 | $ (119,118) | $ (352,756) | $ (32,210) | ||
Weighted average common shares outstanding, basic (shares) | 69,909,000 | 66,809,000 | 64,473,000 | ||||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes (shares) | 0 | 0 | 2,195,000 | ||||||||||
Weighted average common shares outstanding, diluted (shares) | 69,909,000 | 66,809,000 | 66,668,000 | ||||||||||
Basic (loss) income per common share attributable to The Medicines Company: | |||||||||||||
(Loss) income from continuing operations (usd per share) | $ (1.71) | $ (3.32) | $ 0 | ||||||||||
Income (loss) from discontinued operations (usd per share) | 0 | (1.96) | (0.50) | ||||||||||
Basic loss per share (usd per share) | (1.71) | (5.28) | (0.50) | ||||||||||
Diluted (loss) income per common share attributable to The Medicines Company: | |||||||||||||
(Loss) income from continuing operations (usd per share) | $ (1.77) | $ (1.23) | $ 2.51 | $ (1.31) | $ (0.99) | $ (1.35) | $ (1.02) | $ 0.07 | (1.71) | (3.32) | 0 | ||
Income (loss) from discontinued operations (usd per share) | 0.02 | 0 | 0.01 | (0.03) | (2) | (0.22) | 0.31 | 0.01 | 0 | (1.96) | (0.49) | ||
Diluted loss per share (usd per share) | $ (1.75) | $ (1.23) | $ 2.52 | $ (1.34) | $ (2.99) | $ (1.57) | $ (0.71) | $ 0.08 | $ (1.71) | $ (5.28) | $ (0.49) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 3,112,627 | 3,724,272 | |||||||||||
2017 Warrants [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Shares exercisable upon conversion | 2,000,000 | ||||||||||||
Exercise price of warrants (usd per share) | $ 34.20 | ||||||||||||
Restricted stock [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 3,915,906 | ||||||||||||
Convertible Senior Notes Due 2023 [Member] | Senior Notes [Member] | Capped call [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Strike price, capped calls (usd per share) | $ 48.97 | ||||||||||||
Cap price (usd per share) | $ 64.68 | ||||||||||||
Convertible Senior Notes Due 2017 [Member] | Senior Notes [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Debt, aggregate principal amount repurchased | $ 220,000 |
Income Taxes - Benefit From (Pr
Income Taxes - Benefit From (Provision) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ (5) | $ 1,494 |
State | (36) | (187) | (151) |
Foreign | (34) | (216) | 44 |
Total current | (70) | (408) | 1,387 |
Deferred: | |||
Federal | 0 | 28,011 | 780 |
State | 0 | 2,140 | 142 |
Foreign | 0 | 0 | 0 |
Total deferred | 0 | 30,151 | 922 |
Total (provision for) benefit from taxes | $ (70) | $ 29,743 | $ 2,309 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (117,575) | $ (250,915) | $ (1,115) |
International | (1,711) | (758) | (875) |
Total | $ (119,286) | $ (251,673) | $ (1,990) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate applied to pre-tax loss | $ (41,750) | $ (88,086) | $ (697) |
State income taxes, net of federal benefit | 24 | (1,269) | (1,287) |
Foreign | 442 | 287 | 491 |
Revaluation of contingent purchase price | 8,393 | 9,740 | 1,153 |
Tax credits | (967) | (305) | (2,598) |
Lobbying costs | 0 | 35 | 60 |
Acquisition costs | 0 | 0 | 198 |
Meals and entertainment | 613 | 824 | 501 |
Uncertain tax positions | (2,064) | 61 | (101) |
Bargain purchase | 0 | (7,310) | 0 |
Loss on extinguishment of debt | 1,403 | 0 | 0 |
Loss on ACC goodwill | 11,834 | 0 | 0 |
Other | (776) | 1,223 | 2,680 |
Loss on sale of Hemostasis Business | (105,045) | 0 | 0 |
Deferred tax asset adjustment | 4,793 | 0 | (2,709) |
Valuation allowances | 123,170 | 55,057 | 0 |
Income tax benefit | $ 70 | $ (29,743) | $ (2,309) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 230,775 | $ 115,370 |
Tax credits | 20,973 | 17,853 |
Stock based compensation | 28,268 | 23,768 |
Other | 26,889 | 31,227 |
Total deferred tax assets | 306,905 | 188,218 |
Valuation allowance | (162,892) | (67,890) |
Total deferred tax assets net of valuation allowance | 144,013 | 120,328 |
Deferred tax liabilities: | ||
Fixed assets | (4,997) | (5,011) |
Intangible assets | (81,877) | (89,106) |
Convertible debt | (57,430) | (26,506) |
Indefinite lived intangible assets | (89,701) | (89,701) |
Total deferred tax liabilities | (234,005) | (210,324) |
Net deferred tax liabilities | $ (89,992) | $ (89,996) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss and Tax Credit Carryforwards, Expiration (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | $ 614,751 |
Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 19,528 |
Year of Expiration 2018 – 2026 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 0 |
Year of Expiration 2018 – 2026 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 0 |
Year of Expiration 2027 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 6,256 |
Year of Expiration 2027 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 840 |
Year of Expiration 2028 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 38,954 |
Year of Expiration 2028 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 2,108 |
Year of Expiration 2029 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 4,755 |
Year of Expiration 2029 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,149 |
Year of Expiration 2030 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 1,030 |
Year of Expiration 2030 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,162 |
Year of Expiration 2031 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 605 |
Year of Expiration 2031 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,097 |
Year of Expiration 2032 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 1,533 |
Year of Expiration 2032 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,666 |
Year of Expiration 2033 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 37,209 |
Year of Expiration 2033 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,178 |
Year of Expiration 2034 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 4,353 |
Year of Expiration 2034 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,861 |
Year of Expiration 2035 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 195,416 |
Year of Expiration 2035 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 752 |
Year of Expiration 2036 [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 324,640 |
Year of Expiration 2036 [Member] | Federal Research and Development Tax Credit Carryforwards [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 1,715 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance | $ 8,082 | $ 8,021 | $ 8,123 |
Additions related to current year tax positions | 193 | 61 | 519 |
Reductions for prior year tax positions | (2,257) | (621) | |
Balance | $ 6,018 | $ 8,082 | $ 8,021 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 26, 2009 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | |
Increase in valuation allowance | $ 95,000 | $ 55,000 | ||
Valuation allowance | 162,892 | 67,890 | ||
Federal net operating loss carryforwards | 614,751 | |||
Unrecognized tax benefits, if recognized, would impact effective tax rate | 1,900 | $ 1,900 | $ 8,000 | |
Foreign [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Federal net operating loss carryforwards | 51,100 | |||
Alternative Minimum Tax Credits [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforwards | $ 4,900 | |||
Targanta [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Percentage of voting interests acquired | 100.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Contingent purchase price | $ 82,289 | $ 96,957 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Money market | 56,097 | 6,030 |
Total assets at fair value | 56,097 | 6,030 |
Liabilities: | ||
Contingent purchase price | 137,289 | 123,757 |
Total liabilities at fair value | 137,289 | 123,757 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Money market | 56,097 | 6,030 |
Total assets at fair value | 56,097 | 6,030 |
Liabilities: | ||
Contingent purchase price | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | 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] | Level 3 [Member] | ||
Assets: | ||
Money market | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Contingent purchase price | 137,289 | 123,757 |
Total liabilities at fair value | $ 137,289 | $ 123,757 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 82,289 | $ 96,957 |
Targanta [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 5,857 | $ 5,857 |
Targanta [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 20.00% | 20.00% |
Discount rate | 11.00% | 11.00% |
Incline [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 1,269 | $ 28,600 |
Incline [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 5.00% | 67.00% |
Discount rate | 18.00% | 18.00% |
Incline [Member] | Minimum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 64.00% | |
Incline [Member] | Maximum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 72.00% | |
Rempex [Member] | Event-based milestones [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 95,800 | $ 63,000 |
Rempex [Member] | Event-based milestones [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 79.00% | 56.00% |
Rempex [Member] | Event-based milestones [Member] | Minimum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 18.00% | 11.00% |
Discount rate | 5.20% | 3.60% |
Rempex [Member] | Event-based milestones [Member] | Maximum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 95.00% | 95.00% |
Discount rate | 8.50% | 6.00% |
Rempex [Member] | Sales-based milestones [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 20,300 | $ 10,300 |
Rempex [Member] | Sales-based milestones [Member] | Adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 56.00% | 30.00% |
Rempex [Member] | Sales-based milestones [Member] | Minimum [Member] | Adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 16.00% | 11.00% |
Discount rate | 6.60% | 5.50% |
Rempex [Member] | Sales-based milestones [Member] | Maximum [Member] | Adjusted revenue simulation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 65.00% | 63.00% |
Discount rate | 8.20% | 6.70% |
Annovation [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Contingent purchase price | $ 14,063 | $ 16,000 |
Annovation [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 34.00% | 31.00% |
Annovation [Member] | Minimum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 9.00% | 8.00% |
Discount rate | 6.00% | 4.10% |
Annovation [Member] | Maximum [Member] | Adjusted discounted cash flow [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Probability of success | 50.00% | 50.00% |
Discount rate | 10.00% | 8.20% |
Fair Value Measurements - Lev86
Fair Value Measurements - Level 3 Contingent Purchase Price (Details) - Fair Value, Measurements, Recurring [Member] - Level 3 [Member] - Contingent Purchase Price Liability [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [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 |
Payments | (10,449) | (236,418) |
Allocation to Hemostasis Business | 0 | (28,600) |
Fair value adjustments to contingent purchase prices included in net loss | 23,981 | 19,641 |
Balance at end of period | $ 137,289 | $ 123,757 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Jun. 21, 2016 | Feb. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent purchase price from sale of businesses | $ 143,700 | $ 0 | ||
Discontinued operations, disposed of by sale [Member] | Hemostasis Business [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent purchase price from sale of businesses | $ 235,000 | 78,000 | ||
Discount rate | 10.00% | |||
Discontinued operations, disposed of by sale [Member] | Minimum [Member] | Hemostasis Business [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Probabilities of achievement | 15.00% | |||
Discontinued operations, disposed of by sale [Member] | Maximum [Member] | Hemostasis Business [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Probabilities of achievement | 85.00% | |||
Not discontinued operations, disposed of by sale [Member] | Non-Core ACC Products [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent purchase price from sale of businesses | $ 480,000 | $ 65,700 | ||
Not discontinued operations, disposed of by sale [Member] | Minimum [Member] | Non-Core ACC Products [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate | 3.10% | |||
Adjusted revenue volatilities | 30.00% | |||
Not discontinued operations, disposed of by sale [Member] | Maximum [Member] | Non-Core ACC Products [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate | 6.90% | |||
Adjusted revenue volatilities | 41.00% |
Restructuring (Details)
Restructuring (Details) $ in Thousands | Jun. 21, 2016USD ($)Employee | Dec. 31, 2016USD ($) |
Employee serverance and other personnel benefits: | ||
Balance | $ 0 | |
Expenses, Net | 17,162 | |
Cash | (14,697) | |
Noncash | (611) | |
Balance | 1,854 | |
2016 Reorganization Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated due to restructuring | Employee | 162 | |
Stock option term | 1 year | |
Expected restructuring costs | $ 18,100 | |
2016 Reorganization Plan [Member] | Workforce reduction [Member] | ||
Employee serverance and other personnel benefits: | ||
Balance | 0 | |
Expenses, Net | 17,162 | |
Cash | (14,697) | |
Noncash | (611) | |
Balance | $ 1,854 |
Commitments and Contingencies89
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 01, 2014ft² | |
Future Estimated Contract Obligations | ||||
Less Than 1 Year | $ 73,435 | |||
1-3 Years | 28,752 | |||
3-5 Years | 15,471 | |||
More Than 5 Years | 33,853 | |||
Total | $ 151,511 | |||
Leased area (sqft) | ft² | 173,146 | |||
Operating leases, percent | 97.40% | |||
Aggregate rent expense under property leases | $ 7,600 | $ 7,300 | $ 7,600 | |
Targanta [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 49,400 | |||
Additional payments | 25,000 | |||
Incline [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 60,000 | |||
Additional payments | 83,000 | |||
Rempex [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 289,200 | |||
Annovation [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 26,300 | |||
Additional payments | 6,500 | |||
Alnylam [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 170,000 | |||
Other [Member] | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 1,200 | |||
Biogen Idec and HRI [Member] | ||||
Future Estimated Contract Obligations | ||||
Royalties | 800 | 1,800 | 129,400 | |
Cleviprex [Member] | ||||
Future Estimated Contract Obligations | ||||
Royalties | $ 600 | $ 1,300 | $ 800 | |
Building [Member] | ||||
Future Estimated Contract Obligations | ||||
Leased area (sqft) | ft² | 63,000 | |||
Lease term | 144 months | |||
Expected total obligation for lease | $ 35,300 | |||
Inventory related commitments [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 17,945 | |||
1-3 Years | 0 | |||
3-5 Years | 0 | |||
More Than 5 Years | 0 | |||
Total | 17,945 | |||
Inventory related commitments [Member] | Angiomax [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 7,000 | |||
Inventory related commitments [Member] | Orbactiv [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 8,900 | |||
Research and development [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 41,330 | |||
1-3 Years | 12,175 | |||
3-5 Years | 523 | |||
More Than 5 Years | 124 | |||
Total | 54,152 | |||
Operating leases [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 7,213 | |||
1-3 Years | 14,569 | |||
3-5 Years | 14,811 | |||
More Than 5 Years | 33,729 | |||
Total | 70,322 | |||
Selling, general and administrative [Member] | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 6,947 | |||
1-3 Years | 2,008 | |||
3-5 Years | 137 | |||
More Than 5 Years | 0 | |||
Total | 9,092 | |||
Research and development, and selling, general and administrative [Member] | ||||
Future Estimated Contract Obligations | ||||
Total | $ 29,600 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Benefit Plan, Contributions by Employer | $ 1.7 | $ 2.5 | $ 1.9 |
Segment and Geographic Inform91
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Total net revenues | $ 25,199 | $ 37,599 | $ 54,731 | $ 50,306 | $ 67,167 | $ 57,206 | $ 74,519 | $ 110,115 | $ 167,835 | $ 309,007 | $ 659,690 |
Long-lived assets | 1,051,258 | 962,599 | 1,051,258 | 962,599 | |||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenues | $ 156,245 | $ 289,578 | $ 623,112 | ||||||||
Percentage of revenue by geographic segments | 93.10% | 93.70% | 94.50% | ||||||||
Long-lived assets | $ 1,047,098 | $ 956,298 | $ 1,047,098 | $ 956,298 | |||||||
Percentage of long-lived assets by geographic segments | 99.60% | 99.30% | 99.60% | 99.30% | |||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenues | $ 9,331 | $ 16,745 | $ 32,860 | ||||||||
Percentage of revenue by geographic segments | 5.60% | 5.40% | 5.00% | ||||||||
Long-lived assets | $ 4,160 | $ 6,301 | $ 4,160 | $ 6,301 | |||||||
Percentage of long-lived assets by geographic segments | 0.40% | 0.70% | 0.40% | 0.70% | |||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenues | $ 2,259 | $ 2,684 | $ 3,718 | ||||||||
Percentage of revenue by geographic segments | 1.30% | 0.90% | 0.60% |
Collaboration Agreements (Detai
Collaboration Agreements (Details) - USD ($) $ in Thousands | Oct. 02, 2015 | Dec. 16, 2014 | Dec. 31, 2014 | Feb. 28, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Co-promotion and license income | $ 3,854 | $ 10,132 | $ 24,236 | ||||
AstraZeneca [Member] | Collaborative Arrangement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Co-promotion and license income | 16,000 | ||||||
Alnylam [Member] | Collaborative Arrangement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Initial payment | $ 25,000 | ||||||
Maximum payment | 180,000 | ||||||
Milestone payment | $ 10,000 | $ 10,000 | |||||
SciClone [Member] | Collaborative Arrangement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Co-promotion and license income | 600 | 8,200 | |||||
Initial payment | $ 10,000 | ||||||
Milestone payment | $ 50,500 | ||||||
SymBio Pharmaceuticals Ltd [Member] | Collaborative Arrangement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Co-promotion and license income | $ 2,500 | $ 600 | |||||
Initial payment | $ 10,000 | ||||||
Milestone payment | $ 20,900 | ||||||
Boston Scientific Corporation [Member] | Collaborative Arrangement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Co-promotion and license income | $ 5,000 |
Accumulated Other Comprehensi93
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | $ 731,774 | $ 920,091 | $ 892,161 |
Other comprehensive income before reclassifications | 213 | 1,445 | 7,180 |
Amounts reclassified from accumulated other comprehensive income | (9,665) | ||
Other comprehensive (loss) income | (9,452) | 1,445 | 7,180 |
Balance | 651,983 | 731,774 | 920,091 |
Total [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | 3,973 | 2,528 | (4,652) |
Balance | (5,479) | 3,973 | 2,528 |
Foreign currency translation adjustment [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | 3,924 | 2,479 | (4,701) |
Other comprehensive income before reclassifications | 213 | 1,445 | 7,180 |
Amounts reclassified from accumulated other comprehensive income | (9,616) | ||
Other comprehensive (loss) income | (9,403) | 1,445 | 7,180 |
Balance | (5,479) | 3,924 | 2,479 |
Unrealized (gain) loss on available for sale securities [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | 49 | 49 | 49 |
Other comprehensive income before reclassifications | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | (49) | ||
Other comprehensive (loss) income | (49) | 0 | 0 |
Balance | $ 0 | $ 49 | $ 49 |
Selected Quarterly Financial 94
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | Jun. 21, 2016 | Feb. 02, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Total net revenues | $ 25,199,000 | $ 37,599,000 | $ 54,731,000 | $ 50,306,000 | $ 67,167,000 | $ 57,206,000 | $ 74,519,000 | $ 110,115,000 | $ 167,835,000 | $ 309,007,000 | $ 659,690,000 | ||
Cost of product revenues | 16,543,000 | 20,777,000 | 15,230,000 | 18,797,000 | 25,449,000 | 49,188,000 | 24,756,000 | 20,538,000 | 71,347,000 | 119,931,000 | 233,330,000 | ||
Total operating expenses | 137,883,000 | 113,336,000 | 146,955,000 | 131,586,000 | 142,594,000 | 163,181,000 | 151,099,000 | 124,606,000 | 529,760,000 | 581,480,000 | 687,796,000 | ||
Net (loss) income from continuing operations | (112,684,000) | (75,737,000) | (92,224,000) | (81,280,000) | (75,427,000) | (105,975,000) | (76,580,000) | (14,491,000) | (119,356,000) | (221,920,000) | 181,000 | ||
Net income (loss) from continuing operations attributable to The Medicines Company | (124,428,000) | (86,354,000) | 181,823,000 | (90,343,000) | (68,241,000) | (90,617,000) | (67,445,000) | 4,373,000 | (119,302,000) | (221,930,000) | 319,000 | ||
Net income (loss) from discontinued operations, net of tax attributable to The Medicines Company | 1,574,000 | 96,000 | 619,000 | (2,105,000) | (137,825,000) | (14,515,000) | 20,853,000 | 661,000 | 184,000 | (130,826,000) | (32,529,000) | ||
Net loss attributable to The Medicines Company | $ (122,854,000) | $ (86,258,000) | $ 182,442,000 | $ (92,448,000) | $ (206,066,000) | $ (105,132,000) | $ (46,592,000) | $ 5,034,000 | $ (119,118,000) | $ (352,756,000) | $ (32,210,000) | ||
(Loss) income from continuing operations (usd per share) | $ (1.77) | $ (1.23) | $ 2.51 | $ (1.31) | $ (0.99) | $ (1.35) | $ (1.02) | $ 0.07 | $ (1.71) | $ (3.32) | $ 0 | ||
(Loss) income from discontinued operations (usd per share) | 0.02 | 0 | 0.01 | (0.03) | (2) | (0.22) | 0.31 | 0.01 | 0 | (1.96) | (0.49) | ||
Diluted loss per share (usd per share) | $ (1.75) | $ (1.23) | $ 2.52 | $ (1.34) | $ (2.99) | $ (1.57) | $ (0.71) | $ 0.08 | $ (1.71) | $ (5.28) | $ (0.49) | ||
Business Acquisition [Line Items] | |||||||||||||
Gain on sale of assets | $ 288,301,000 | $ 0 | $ 0 | ||||||||||
Investment cost basis | $ 0 | ||||||||||||
Gain on sale of investment | 0 | 19,773,000 | 0 | ||||||||||
Inventory write-down, obsolescence | $ 16,700,000 | 8,500,000 | 29,500,000 | ||||||||||
Inventory write-down, market conditions | $ 15,700,000 | 12,100,000 | |||||||||||
Impairment charges | 0 | 133,273,000 | 0 | ||||||||||
Annovation [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage ownership in acquiree prior to acquisition | 35.80% | ||||||||||||
Fair value of existing equity interest | $ 25,886,000 | ||||||||||||
Gain on remeasurement of equity investment | $ 22,700,000 | ||||||||||||
Not discontinued operations, disposed of by sale [Member] | Non-Core ACC Products [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain on sale of assets | $ 288,301,000 | 288,300,000 | |||||||||||
Discontinued operations, disposed of by sale [Member] | Hemostasis Business [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain on sale of assets | 1,004,000 | 0 | 0 | ||||||||||
Impairment charges | $ 133,300,000 | $ 0 | 133,266,000 | $ 0 | |||||||||
Goodwill impairment charge | $ 24,500,000 | $ 24,500,000 |
Dispositions - Major Classes of
Dispositions - Major Classes of Assets Sold and Gain Recognized (Details) - USD ($) $ in Thousands | Jun. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Sale price: | ||||
Cash | $ 437,875 | $ 0 | $ 0 | |
Assets: | ||||
Gain on sale of business | 288,301 | $ 0 | $ 0 | |
Non-Core ACC Products [Member] | Not discontinued operations, disposed of by sale [Member] | ||||
Sale price: | ||||
Cash | $ 263,807 | |||
Contingent purchase price from sale of business | 65,700 | |||
Total sale price | 329,507 | |||
Assets: | ||||
Inventory | 2,184 | |||
Intangibles | 5,210 | |||
Goodwill | 33,812 | |||
Total assets sold/held for sale | 41,206 | |||
Gain on sale of business | $ 288,301 | $ 288,300 |
Dispositions - Narrative (Detai
Dispositions - Narrative (Details) - USD ($) $ in Thousands | Jun. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of businesses | $ 437,875 | $ 0 | $ 0 | |
Potential contingent proceeds from sale | 143,700 | 0 | ||
Gain on sale of assets | 288,301 | $ 0 | $ 0 | |
Non-Core ACC Products [Member] | Not discontinued operations, disposed of by sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of businesses | $ 263,807 | |||
Potential contingent proceeds from sale | 480,000 | 65,700 | ||
Gain on sale of assets | $ 288,301 | 288,300 | ||
Disposition related costs | $ 7,900 |
Discontinued Operations - Recot
Discontinued Operations - Recothrom (Details) - Bristol-Myers Squibb [Member] $ in Millions | 1 Months Ended |
Feb. 28, 2015USD ($) | |
Business Acquisition [Line Items] | |
Payment to acquire businesses | $ 132.4 |
Inventory | $ 44 |
Discontinued Operations - Sale
Discontinued Operations - Sale of Hemostasis Business (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of businesses | $ 437,875 | $ 0 | $ 0 | |||
Contingent purchase price from sale of businesses | $ 0 | 143,700 | 0 | |||
Operating expenses: | ||||||
Impairment | 0 | 133,273 | 0 | |||
Gain from sale of business | 288,301 | 0 | 0 | |||
Income (loss) from discontinued operations, net of tax | 184 | (130,826) | (32,529) | |||
Amounts reclassified from accumulated other comprehensive income | 9,665 | |||||
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] | ||||||
Proceeds from sale of businesses | $ 174,100 | 174,068 | 0 | 0 | ||
Contingent purchase price from sale of businesses | 235,000 | 78,000 | ||||
Goodwill impairment charge | 24,500 | 24,500 | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Net product revenues | 1,275 | 65,754 | 64,718 | |||
Operating expenses: | ||||||
Cost of product revenue | 1,424 | 75,889 | 54,300 | |||
Research and development | 90 | 7,568 | 19,669 | |||
Selling, general and administrative | 542 | 560 | 27,210 | |||
Impairment | 133,300 | 0 | 133,266 | 0 | ||
Total operating expenses | 2,056 | 217,283 | 101,179 | |||
Income (loss) from operations | (781) | (151,529) | (36,461) | |||
Gain from sale of business | 1,004 | 0 | 0 | |||
Other expense, net | (39) | (745) | (596) | |||
Income (loss) from discontinued operations before income taxes | 184 | (152,274) | (37,057) | |||
Benefit for income taxes | 0 | (21,448) | (4,528) | |||
Income (loss) from discontinued operations, net of tax | 184 | (130,826) | (32,529) | |||
Assets: | ||||||
Inventory | 53,765 | 53,765 | ||||
Prepaid expenses and other current assets | 1,153 | 1,153 | ||||
Fixed assets, net | 1,913 | 1,913 | ||||
Intangibles, net | 374,779 | 374,779 | ||||
Allowance for reduction of assets of business held for sale | (108,773) | (108,773) | ||||
Total assets sold/held for sale | 322,837 | 322,837 | ||||
Liabilities: | ||||||
Contingent purchase price – current | 28,600 | 28,600 | ||||
Deferred tax liability | 38,915 | 38,915 | ||||
Total liabilities held for sale | $ 67,515 | 67,515 | ||||
Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Depreciation from discontinued operations | 0 | 371 | 142 | |||
Amortization from discontinued operations | 0 | 42,278 | 20,293 | |||
Gain on sale of business | (1,004) | 0 | 0 | |||
Asset impairment charges | 0 | 25,800 | 0 | |||
Reserve for excess or obsolete inventory | 0 | 876 | 0 | |||
Change in contingent consideration obligation | 0 | 8,743 | 7,400 | |||
Capital expenditures | 0 | $ 738 | $ 1,178 | |||
Foreign currency translation adjustment [Member] | ||||||
Operating expenses: | ||||||
Amounts reclassified from accumulated other comprehensive income | 9,616 | |||||
Foreign currency translation adjustment [Member] | Hemostasis Business [Member] | Discontinued operations, disposed of by sale [Member] | ||||||
Operating expenses: | ||||||
Amounts reclassified from accumulated other comprehensive income | $ 9,600 | |||||
Asset impairment charges [Member] | Foreign currency translation adjustment [Member] | ||||||
Operating expenses: | ||||||
Amounts reclassified from accumulated other comprehensive income | 8,400 | |||||
Gain from sale of business [Member] | Foreign currency translation adjustment [Member] | ||||||
Operating expenses: | ||||||
Amounts reclassified from accumulated other comprehensive income | $ 1,200 | |||||
Cost of product revenue [Member] | ||||||
Operating expenses: | ||||||
Impairment charge | $ 25,800 |
Schedule II - Valuation and Q99
Schedule II - Valuation and Qualifying Accounts (Details) - Inventory Reserve [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 29,943 | $ 4,691 | $ 675 |
Additions | 993 | 30,547 | 7,981 |
Deductions | (3,806) | (5,295) | (3,965) |
Ending Balance | $ 27,130 | $ 29,943 | $ 4,691 |