Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
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 Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,465,848,484 | ||
Entity Common Stock, Shares Outstanding | 73,862,176 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 238,310 | $ 151,359 |
Short-term investment | 2,627 | 0 |
Accounts receivable, net of allowances of approximately $7.1 million at December 31, 2017 | 0 | 3,496 |
Inventory, net | 864 | 5,559 |
Prepaid expenses and other current assets | 53,002 | 11,688 |
Current assets held for sale | 0 | 391,202 |
Total current assets | 294,803 | 563,304 |
Fixed assets, net | 8,872 | 17,254 |
Goodwill | 200,571 | 200,571 |
Restricted cash | 6,710 | 5,541 |
Contingent purchase price from sale of businesses | 325,806 | 80,700 |
Other assets | 4,924 | 5,613 |
Total assets | 841,686 | 872,983 |
Current liabilities: | ||
Accounts payable | 695 | 10,244 |
Accrued expenses | 57,716 | 95,197 |
Current portion of contingent purchase price | 0 | 4,995 |
Other current liabilities | 0 | 4,476 |
Current liabilities held for sale | 0 | 60,580 |
Total current liabilities | 58,411 | 175,492 |
Contingent purchase price | 0 | 14,655 |
Convertible senior notes | 792,752 | 649,198 |
Other liabilities | 12,787 | 8,724 |
Total liabilities | 863,950 | 848,069 |
Stockholders’ (deficit) 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; 76,861,668 issued and 73,848,525 outstanding at December 31, 2018 and 76,191,958 issued and 73,178,815 outstanding at December 31, 2017 | 77 | 76 |
Additional paid-in capital | 1,452,975 | 1,377,393 |
Treasury stock, at cost; 3,013,143 shares at December 31, 2018 and December 31, 2017 | (90,016) | (90,016) |
Accumulated deficit | (1,380,724) | (1,257,356) |
Accumulated other comprehensive loss | (4,576) | (5,183) |
Total stockholders’ (deficit) equity | (22,264) | 24,914 |
Total liabilities and stockholders’ (deficit) equity | $ 841,686 | $ 872,983 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable allowances | $ 0 | $ 7.1 |
Stockholders’ (deficit) 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) | 76,861,668 | 76,191,958 |
Common stock, outstanding (in shares) | 73,848,525 | 73,178,815 |
Treasury stock (in shares) | 3,013,143 | 3,013,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net revenues | $ 6,138 | $ 44,789 | $ 143,161 |
Operating expenses: | |||
Cost of revenues | 7,255 | 47,193 | 60,653 |
Asset impairment charges | 5,073 | 392,097 | 0 |
Research and development | 133,007 | 138,370 | 92,107 |
Selling, general and administrative | 52,214 | 132,225 | 212,482 |
Total operating expenses | 197,549 | 709,885 | 365,242 |
Loss from operations | (191,411) | (665,096) | (222,081) |
Co-promotion and license income | 1,019 | 7,549 | 3,854 |
Loss on short-term investment | (51,881) | 0 | 0 |
Gain on sale of business | 0 | 0 | 288,301 |
Loss on extinguishment of debt | 0 | 0 | (5,380) |
Interest expense | (49,411) | (48,564) | (44,463) |
Other income | 5,580 | 1,840 | 346 |
Loss (income) from continuing operations before income taxes | (286,104) | (704,271) | 20,577 |
Benefit from (provision for) income taxes | 50,888 | 96,576 | (67) |
(Loss) income from continuing operations | (235,216) | (607,695) | 20,510 |
Net loss | (123,156) | (708,373) | (119,172) |
Net loss attributable to non-controlling interest | 0 | 0 | 54 |
Net loss attributable to The Medicines Company | (123,156) | (708,373) | (119,118) |
Amounts attributable to The Medicines Company: | |||
(Loss) income from continuing operations | (235,216) | (607,695) | 20,564 |
Income (loss) from discontinued operations, net of tax | 112,060 | (100,678) | (139,682) |
Net loss attributable to The Medicines Company | $ (123,156) | $ (708,373) | $ (119,118) |
Basic (loss) earnings per common share: | |||
(Loss) earnings from continuing operations (usd per share) | $ (3.20) | $ (8.40) | $ 0.29 |
Earnings (loss) from discontinued operations (usd per share) | 1.52 | (1.39) | (2) |
Basic loss per share (usd per share) | (1.68) | (9.79) | (1.71) |
Diluted (loss) earnings per common share: | |||
(Loss) earnings from continuing operations (usd per share) | (3.20) | (8.40) | 0.28 |
Earnings (loss) from discontinued operations (usd per share) | 1.52 | (1.39) | (1.91) |
Diluted loss per share (usd per share) | $ (1.68) | $ (9.79) | $ (1.63) |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 73,571 | 72,356 | 69,909 |
Diluted (in shares) | 73,571 | 72,356 | 73,022 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (123,156) | $ (708,373) | $ (119,172) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (576) | 296 | 213 |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,183 | 0 | (9,665) |
Other comprehensive income (loss) | 607 | 296 | (9,452) |
Comprehensive loss | (122,549) | (708,077) | (128,624) |
Less: comprehensive loss attributable to non-controlling interest | 0 | 0 | 54 |
Comprehensive loss attributable to The Medicines Company | $ (122,549) | $ (708,077) | $ (128,570) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Comprehensive Income (Loss) | Noncontrolling Interest in JV | Convertible Senior Notes Due 2017 | Convertible Senior Notes Due 2017Additional Paid-in Capital | Convertible Senior Notes Due 2022 | Convertible Senior Notes Due 2022Additional Paid-in Capital |
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 Notes repurchased | $ (108,725) | $ (108,725) | |||||||||
Purchase of capped call transactions | (33,931) | (33,931) | |||||||||
Equity component of notes issuance, net | 98,085 | 98,085 | |||||||||
Settlement of hedges | (87,874) | (87,874) | |||||||||
Settlement of warrants | 100,459 | 100,459 | |||||||||
Net (loss) income | (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) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Employee stock purchase (in shares) | 1,949,117 | 1,949,000 | |||||||||
Employee stock purchases | $ 48,621 | $ 2 | 48,619 | ||||||||
Purchase of shares from non-controlling interest | $ (167) | (685) | 518 | ||||||||
Issuance of restricted stock awards (in shares) | 166,103 | 166,000 | |||||||||
Issuance of restricted stock awards | $ 0 | $ 0 | |||||||||
Non-cash stock compensation | 31,520 | 31,520 | |||||||||
Equity component of Notes repurchased | $ 3 | $ 3 | $ 1,031 | $ 1,031 | |||||||
Settlement of 2017 Notes (in shares) | 820,000 | ||||||||||
Settlement of 2017 Notes | 1 | $ 1 | |||||||||
Settlement of hedges (in shares) | (820,000) | ||||||||||
Settlement of hedges | (1) | $ (40,016) | 40,015 | ||||||||
Settlement of warrants (in shares) | 44,000 | ||||||||||
Settlement of warrants | 0 | ||||||||||
Net (loss) income | (708,373) | (708,373) | 0 | ||||||||
Currency translation adjustment | 296 | 296 | |||||||||
Amounts reclassified from accumulated other comprehensive income | 0 | ||||||||||
Balance (in shares) at Dec. 31, 2017 | (76,191,000) | (3,013,000) | |||||||||
Balance at Dec. 31, 2017 | $ 24,914 | $ 76 | $ (90,016) | 1,377,393 | (1,257,356) | (5,183) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Employee stock purchase (in shares) | 616,688 | 617,000 | |||||||||
Employee stock purchases | $ 15,607 | 15,607 | |||||||||
Issuance of restricted stock awards (in shares) | 53,022 | 54,000 | |||||||||
Issuance of restricted stock awards | $ 1 | $ 1 | |||||||||
Non-cash stock compensation | 18,070 | 18,070 | |||||||||
Equity component of notes issuance, net | 41,905 | 41,905 | |||||||||
Net (loss) income | (123,156) | (123,156) | 0 | ||||||||
Currency translation adjustment | (576) | (576) | |||||||||
Amounts reclassified from accumulated other comprehensive income | 1,183 | 1,183 | |||||||||
Balance (in shares) at Dec. 31, 2018 | (76,862,000) | (3,013,000) | |||||||||
Balance at Dec. 31, 2018 | $ (22,264) | $ 77 | $ (90,016) | $ 1,452,975 | $ (1,380,724) | $ (4,576) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (123,156) | $ (708,373) | $ (119,172) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,195 | 21,974 | 31,042 |
Asset impairment charges | 5,073 | 392,097 | 0 |
Amortization of debt discount | 27,922 | 26,868 | 26,182 |
Unrealized foreign currency transaction losses, net | (57) | 2,180 | (941) |
Stock compensation expense | 18,070 | 31,520 | 30,987 |
(Gain) loss on sale of assets | (28,582) | 105 | 521 |
Loss on short-term investments | 51,881 | 0 | 0 |
Deferred tax benefit | 0 | (89,895) | (23) |
Accretion of deferred payments | (3,231) | 0 | 0 |
Extinguishment of debt | 0 | 0 | 5,380 |
Gain on sale of business | (168,955) | 0 | (289,305) |
Reserve for excess or obsolete inventory | (390) | 17,453 | 8,533 |
Changes in contingent purchase price | (258) | (18,787) | 23,981 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 4,959 | 9,180 | 30,144 |
Inventory, net | 2,199 | 6,511 | (15,653) |
Prepaid expenses and other assets | 9,663 | 534 | 569 |
Accounts payable | (9,514) | (17,222) | (7,398) |
Accrued expenses | (50,390) | 31,526 | (37,233) |
Other current liabilities | (4,437) | (13,757) | 1,568 |
Payments on contingent purchase price | (59) | (52,543) | (1,045) |
Other liabilities | 4,272 | (7,659) | (11,446) |
Net cash used in operating activities | (261,795) | (368,288) | (323,309) |
Cash flows from investing activities: | |||
Purchases of available for sale securities | 0 | (131,560) | 0 |
Proceeds from sale of assets | 12,672 | 0 | 0 |
Proceeds from maturities and sales of available for sale securities | 0 | 131,535 | 0 |
Purchases of fixed assets | (7) | (4,525) | (2,176) |
Payments for intangible assets | 0 | 0 | (10,000) |
Proceeds from sale of business | 166,383 | 0 | 437,875 |
Net cash provided by (used in) investing activities | 179,048 | (4,550) | 425,699 |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock, net | 15,608 | 48,621 | 33,776 |
Payments on contingent purchase price | (511) | (10,523) | (9,404) |
Proceeds from the issuance of convertible senior notes | 163,000 | 0 | 402,500 |
Repayments of convertible senior notes | 0 | (55,000) | (323,225) |
Purchase of capped call transactions related to convertible senior notes | 0 | 0 | (33,931) |
Proceeds from settlement of bond hedges related to convertible senior notes | 0 | 0 | 100,459 |
Settlement of warrants | 0 | (2) | (87,874) |
Debt and equity issuance costs | (5,464) | 0 | (11,725) |
Purchase of shares of non-controlling interest | 0 | (167) | 0 |
Net cash provided by (used in) financing activities | 172,633 | (17,071) | 70,576 |
Effect of exchange rate changes on cash | (1,766) | (58) | (700) |
Increase (decrease) in cash, cash equivalents and restricted cash | 88,120 | (389,967) | 172,266 |
Cash, cash equivalents and restricted cash at beginning of period | 156,900 | 546,867 | 374,601 |
Cash, cash equivalents and restricted cash at end of period | 245,020 | 156,900 | 546,867 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 21,069 | 22,561 | 12,269 |
Taxes paid | 581 | 575 | 36 |
Non-cash investing and financing activities | |||
Issuance of common stock upon conversion of convertible notes | 0 | 32,018 | 0 |
Receipt of common stock upon settlement of 2017 Note hedge | 0 | 40,015 | 0 |
Issuance of common stock upon the exercise of the 2017 Warrants | 0 | 1,638 | 0 |
Reconciliation of cash, cash equivalents and restricted cash | |||
Total cash, cash equivalents and restricted cash at end of period | $ 156,900 | $ 546,867 | $ 374,601 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business The Medicines Company (the Company) is a biopharmaceutical company driven by its purpose to solve major medical, societal and economic challenges in healthcare. The Company has a singular focus on one of the greatest global healthcare challenges and burdens - that presented by atherosclerotic cardiovascular disease (ASCVD), which remains the number one cause of death in the United States and worldwide. The Company takes on that challenge by developing inclisiran, the investigational RNA interference (RNAi) therapeutic, that specifically inhibits production of proprotein convertase subtilisin/kexin type 9 (PCSK9), a key protein that controls LDL-cholesterol (LDL-C) levels. The Company believes inclisiran is uniquely suited to make a significant difference reducing risk in ASCVD. The Company has the right to develop, manufacture and commercialize inclisiran under its collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). 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. Going Concern Due to the divestiture of the Company’s rights to branded Angiomax in the United States to Sandoz during 2018, the Company is no longer generating revenues from product sales. Prior to such divestiture, the Company’s revenues generated from product sales had been declining significantly due to the introduction of generic competition against Angiomax and the divestiture of certain of the Company’s non-core products. The Company has incurred net losses and negative cash flows from operations since 2014 and had an accumulated deficit of $1.4 billion as of December 31, 2018 . The Company expects to incur significant expenses and operating losses for the foreseeable future as it continues to develop, seek regulatory approval for and commercially launch inclisiran. Upon completion of the issuance of the 2024 Notes in December 2018, the Company believes that its existing cash and cash equivalents of approximately $238.3 million as of December 31, 2018 , will be sufficient to satisfy its anticipated operating and other funding requirements for the next twelve months from February 27, 2019 (the date of filing this Form 10-K). 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. Investments The Company accounts for its common stock investment in Melinta at fair value with changes in fair value recorded in the statement of operations. The Company accounts for its common stock investment in a minority interest of a company that does not have a readily determinable fair value over which it does not exercise significant influence using a measurement alternative to fair value. Under this alternative, the Company measures its investment at cost less any impairment adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. Inventory The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or net realizable value and valued using first-in, first-out methodology. Angiomax 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. 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. The Company determined that it has one operating segment which is also its one reporting unit. Based on the Company’s evaluation, goodwill was not impaired as of December 31, 2018 and 2017, respectively. Contingent Purchase Price From Sale of Business The Company has contingent assets for certain specified calendar year net sales milestones as part of 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 and 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, which in each case are reflected as contingent purchase price from sale of businesses on the accompanying consolidated balance sheets. The Company also has contingent assets for royalties associated with the sale of the infectious disease business to Melinta, which is reflected as contingent purchase price from sale of business on the accompanying consolidated balance sheets. See Note 22, “Discontinued Operations,” for further discussion regarding the sale of the infectious disease business. In determining the fair value of these sales milestones and royalties, 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 or royalties earned. 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 then discounted the expected future value of the earn-out payments using a risk-adjusted discount rate. The Company will recognize any increases in the carrying amount when the milestones or royalties are achieved and reduce the carrying amount as payments are received. The Company will recognize an impairment of the carrying amount when it determines it is probable that the asset has been impaired and the amount of the loss can be reasonably estimated. In the fourth quarter of 2017, the Company determined that it was probable that the carrying value of the contingent purchase price from the sale of the Hemostasis Business was fully impaired as a result of the discontinuation of Raplixa by Mallinckrodt, and recorded an impairment charge of $63.0 million . In 2018, the Company noted no indicators of impairment of the carrying amount of the contingent assets. In addition, the Company determined that the fair values of these contingent assets are not readily determinable as the estimated future net sales of each of the respective products are determined by the future actions of such parties. 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, restricted cash 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, 2018 and 2017 , approximately $12.3 million and $12.1 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. Prior to Company’s divestiture of its rights to branded Angiomax in the United States to Angiomax, the Company sold branded Angiomax in the United States to a sole source distributor, Integrated Commercialization Solutions, Inc. (ICS). At December 31, 2017 , amounts due from ICS represented approximately $2.9 million or 27% , of gross accounts receivable. The Company also had a supply and distribution arrangement with Sandoz under which Sandoz sold authorized generic Angiomax (bivalirudin) in the United States. The Company generated total net revenue under the sales and distribution arrangement with Sandoz by making products sales to Sandoz and received royalty payments from Sandoz in respect of Sandoz’s sales of authorized generic Angiomax (bivalirudin). Sales to Sandoz accounted for 143% and 81% of the Company’s net revenues for 2018 and 2017 , respectively. At December 31, 2017 , amounts due from Sandoz represented approximately $5.1 million or 48% 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 an asset has been impaired or 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 On January 1, 2018, the Company adopted FASB’s new accounting standard that amends prior guidance for the recognition of revenue from contracts with customers to transfer goods and services by using the modified-retrospective method applied to those contracts that were not completed as of January 1, 2018. The results for the reporting period beginning on January 1, 2018, are presented in accordance with the new standard, although comparative information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. Upon adoption, the Company recorded a net increase of $0.2 million to accumulated deficit on its consolidated balance sheet due to the cumulative impact of adopting the new standard, with the impact due to the acceleration of deferred revenue offset by the recognition of the related product costs that were previously classified within prepaid expenses and other current assets on the Company’s consolidated balance sheets. The adoption of this new standard had an immaterial impact on the Company’s reported total revenues as compared to what reported amounts would have been under the prior standard, and the impact of adoption in future periods is expected to be immaterial. The Company’s accounting policies under the new standard were applied prospectively and are noted below. In August 2018, the Company divested its rights to branded Angiomax in the United States to Sandoz, which had been selling an authorized generic of Angiomax (bivalirudin) as of July 2, 2015 pursuant to a supply and distribution agreement with the Company. As a result of the transaction, the Company no longer markets any products. Prior to such divestiture, the Company distributed branded Angiomax in the United States through a sole source distribution model with Integrated Commercialization Solutions (ICS). ICS then primarily sold branded Angiomax to a limited number of national medical and pharmaceutical wholesalers with distribution centers located throughout the United States. The Company’s agreement with ICS provided that ICS would be the Company’s exclusive distributor of branded Angiomax in the United States. Under the terms of this fee-for-service agreement, ICS placed orders with the Company for sufficient quantities to maintain an appropriate level of inventory based on the Company’s customers’ historical purchase volumes. ICS assumed all credit and inventory risks, was subject to the Company’s standard return policy and had sole responsibility for determining the prices at which it sold these products, subject to specified limitations in the agreement. The Company’s payment terms vary by the type and location of its customer and the products or services offered. Payment terms differ by jurisdiction and customer but payment is generally required in a term ranging from 45 to 120 days from date of shipment or satisfaction of the performance obligation. The agreement was terminated in February 2019. Revenue is recognized upon transfer of control of a product to the customer, generally upon delivery, based on an amount that reflects the consideration the Company expects to be entitled to, which includes estimates of variable consideration that result from rebates, wholesaler chargebacks, discounts, fee-for-service charges and returns. 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. The specific considerations the Company uses in estimating these components of variable consideration 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, 2018 and 2017 , the Company’s accrual for product returns was $2.5 million and $4.3 million , respectively. • Chargebacks and rebates. Although the Company primarily sells Angiomax 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 Angiomax. Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for Angiomax and volume-based rebates on Angiomax 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 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 $1.2 million and $5.9 million at December 31, 2018 and 2017 , respectively. The Company’s allowance for rebates was not material at December 31, 2018 and 2017 . • Fees-for-service. The Company offers discounts to certain wholesalers, Cardinal Health Inc. 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 $0.3 million and $0.9 million at December 31, 2018 and 2017 , respectively. The Company has adjusted its estimates of variable consideration 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 2018 , 2017 and 2016 (amounts in thousands): Cash Discounts Returns Chargebacks Rebates Fees-for- Service Balance at January 1, 2016 $ 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 Allowances for sales during 2017 1,746 4,439 17,395 271 3,085 Actual credits issued for prior year’s sales (281 ) (1,464 ) (1,246 ) (15 ) (865 ) Actual credits issued for sales during 2017 (775 ) (220 ) (12,172 ) (126 ) (2,152 ) Balance at December 31, 2017 971 4,339 5,872 145 894 Allowances for sales during 2018 126 4,978 8,297 115 811 Actual credits issued for prior year’s sales (607 ) (2,630 ) (5,872 ) (145 ) (894 ) Actual credits issued for sales during 2018 (228 ) (4,166 ) (7,123 ) (115 ) (536 ) Balance at December 31, 2018 $ 262 $ 2,521 $ 1,174 $ — $ 275 As discussed above, given the Company has divested its rights to branded Angiomax in the United States, the Company revised its estimates and recognized a $3.3 million charge during 2018. Prior to the divestiture to Sandoz of the Company’s rights to branded Angiomax in the United States in August 2018, the consideration the Company expected to be entitled to in connection with a sale of bivalirudin to Sandoz included a variable amount based on Sandoz’s gross margin, as defined in the agreement, of bivalirudin sold by Sandoz to its customers. As this amount was highly susceptible to factors outside of the Company’s control, the Company had not recognized this variable amount. As a result of the divestiture, the Company no longer has the right to this variable consideration. The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation when those activities are performed after control of the product has been transferred to the customer. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in cost of revenue. Sales taxes and other similar taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue. Cost of Revenues Cost of revenues consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Kengreal and Ionsys, royalty expenses under the Company’s agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex and with Eagle Pharmaceuticals, Inc. (Eagle) related to ready-to-use Argatroban and the logistics costs related to Angiomax, Cleviprex, ready-to-use Argatroban, Kengreal and Ionsys 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. 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. Prior to the sale of the pre-clinical infectious disease assets, the Company performed research and development for US government agencies under a cost-reimbursable contract in which the Company was reimbursed for direct costs incurred plus allowable indirect costs. The Company recognized the reimbursements under research contracts when a contract was executed, the contract price was fixed and determinable, delivery of services or products had occurred and collection of the contract price was 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 $0.9 million , $9.0 million and $15.8 million of reimbursements by the government as a reduction of research and development expenses for the years ended December 31, 2018 , 2017 and 2016 , 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 (loss) 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, and the utilization of current period losses against a discrete provision from the sale of discontinued operations. 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 foreign currency translation. Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU No. 2016-01). ASU No. 2016-01 amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in a company’s results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. On January 1, 2018, the Company adopted this guidance and there was no material impact on the Company’s consolidated balance sheet as of January 1, |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets consist of the following: Estimated December 31, Life (Years) 2018 2017 (In thousands) Furniture, fixtures and equipment 2-15 $ 5,840 $ 20,603 Computer software 2-5 2,590 3,524 Computer hardware 2-5 2,489 3,054 Leasehold improvements 2-15 32,633 33,064 43,552 60,245 Less: Accumulated depreciation (34,680 ) (42,991 ) $ 8,872 $ 17,254 Depreciation expense was approximately $3.2 million , $6.8 million and $4.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The major classes of inventory were as follows: 2018 2017 (In thousands) Raw materials $ 864 $ 1,389 Work-in-progress — 3,608 Finished goods — 562 Total $ 864 $ 5,559 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, 2017, upon review of expected future product sales volumes and the projected expiration of inventory, the Company recorded a $16.7 million reserve for potential inventory obsolescence, mainly related to Angiomax. |
Cash, Cash Equivalents, Investm
Cash, Cash Equivalents, Investments and Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Investments and Restricted Cash | Cash, Cash Equivalents, Investments 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, 2018 and 2017 , the Company had cash and cash equivalents of $238.3 million and $151.4 million , respectively, which consisted of cash of $226.0 million and $139.3 million and money market funds with maturities less than three months of $12.3 million and $12.1 million at December 31, 2018 and 2017 , respectively. As of December 31, 2018 , the Company’s common stock investment in Melinta had a readily determinable fair value of $2.6 million . During 2018, the Company recognized a loss of $51.9 million relating to the Company’s investment in Melinta, all of which was unrealized, in the accompanying consolidated statements of operations. Restricted Cash The Company had restricted cash of $6.7 million and 5.5 million at December 31, 2018 and 2017 , respectively, which included $6.3 million and $4.1 million reserved for an outstanding letter of credit associated with foreign taxes at December 31, 2018 and 2017 , respectively. The balance at December 31, 2018 also includes $0.4 million reserved for other U.S operating expenses. These funds are invested in certificate of deposits. The balance at December 31, 2017 includes $1.0 million 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. This letter of credit has since expired. In addition, as a result of the acquisition of Targanta Therapeutics Corporation (Targanta) in 2009, the Company had restricted cash of $0.2 million at December 31, 2017 , in the form of a guaranteed investment certificate collateralizing an available credit facility, which was settled during 2018. The Company also had restricted cash of $0.3 million at December 31, 2017 , related to certain foreign tender requirements. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill In the second quarter of 2017, the Company recorded impairment charges of $226.5 million and $26.2 million to reduce the unamortized carrying amounts of the developed product rights and product licenses, respectively, associated with Ionsys to their estimated fair values of zero , which is a Level 3 fair value measurement, as a result of the discontinuation and market withdrawal of Ionsys which became effective on June 19, 2017. In the second quarter of 2017, the Company also recorded impairment charges of $65.0 million to reduce the carrying amount of the in-process research and development (IPR&D) associated with MDCO-700, an investigational anesthetic agent, acquired from Annovation BioPharma, Inc. (Annovation), to an estimated fair value of zero , which is a Level 3 fair value measurement, in connection with management’s decision to discontinue the MDCO-700 trials. These impairment charges were recorded in asset impairment charges in the accompanying consolidated statements of operations. See Note 13, “Fair Value Measurements,” for definitions of hierarchy levels. Amortization expense was $4.5 million and $17.5 million for the years ended December 31, 2017 and 2016 , respectively. The Company records amortization expense in cost of revenue in the accompanying consolidated statements of operations. The carrying amount of goodwill for the years ended December 31, 2018 and 2017 was $200.6 million , respectively. There were no changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 . |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following at December 31, 2018 and 2017 : 2018 2017 (In thousands) Royalties $ — $ 1,039 Research and development services 19,863 43,496 Compensation related 10,918 25,621 Product returns, rebates and other fees 2,822 5,363 Legal, accounting and other 10,939 6,162 Manufacturing, logistics and related fees 230 1,984 Sales and marketing 3,058 1,875 Interest 9,886 9,657 Total $ 57,716 $ 95,197 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2024 In December 2018, the Company issued, at par value, $163.0 million aggregate principal amount of 3.5% convertible senior notes due 2024 (the 2024 Notes). The 2024 Notes bear cash interest at a rate of 3.5% per year, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2019. The 2024 Notes will mature on January 15, 2024. The net proceeds to the Company from the offering were $157.5 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. The 2024 Notes are governed by an indenture (the 2024 Notes Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the 2024 Notes Trustee). The 2024 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 2024 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 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2023 only under the following circumstances: • during any calendar quarter commencing on or after March 31, 2019 (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 2024 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; or • upon the occurrence of specified corporate events. On or after October 15, 2023, until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 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 40 trading day observation period (as more fully described in the 2024 Notes Indenture). The conversion rate for the 2024 Notes was initially, and remains, 39.692 shares of the Company’s common stock per $1,000 principal amount of the 2024 Notes, which is equivalent to an initial conversion price of approximately $25.19 per share of the Company’s common stock. If the Company undergoes a fundamental change (as defined in the 2024 Notes Indenture), subject to certain conditions, holders of the 2024 Notes may require the Company to repurchase for cash all or part of their 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2024 Notes Indenture governing the 2024 Notes contains customary events of default with respect to the 2024 Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2024 Notes when due and payable) occurring and continuing, the 2024 Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2024 Notes by notice to the Company and the 2024 Notes Trustee, may, and the 2024 Notes Trustee at the request of such holders (subject to the provisions of the 2024 Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2024 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 2024 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 2024 Notes, the Company separated the 2024 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 2024 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 2024 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 2024 Notes is $41.9 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 2024 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2024 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 2024 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 $11.8 million in connection with the 2024 Notes. The 2024 Notes consist of the following: Liability component December 31, 2018 December 31, 2017 (in thousands) Principal $ 163,000 $ — Less: Debt discount, net(1) (47,010 ) — Net carrying amount $ 115,990 $ — _______________________________________ (1) Included in the accompanying consolidated balance sheets within convertible senior notes (due 2024) and amortized to interest expense over the remaining life of the 2024 Notes using the effective interest rate method. The fair value of the 2024 Notes was approximately $159.9 million as of December 31, 2018 . The Company estimates the fair value of its 2024 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2024 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 13, “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2018 , the remaining contractual life of the 2024 Notes is approximately five years. The following table sets forth total interest expense recognized related to the 2024 Notes: Years Ended December 31, 2018 2017 2016 (in thousands) Contractual interest expense $ 285 $ — $ — Amortization of debt discount 358 — — Total $ 643 $ — $ — Effective interest rate of the liability component 10.4 % — % — % In January 2019, as part of the over-allotment related to the 2024 Notes, the Company issued, at par value, an additional $9.5 million aggregate principal amount of 3.5% convertible senior notes due 2024. The terms are consistent with and will mature along with the rest of the 2024 Notes. The net proceeds to the Company from the over-allotment were $9.2 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. 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 $101.0 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, 2018 December 31, 2017 (in thousands) Principal $ 402,500 $ 402,500 Less: Debt discount, net (1) (76,925 ) (90,552 ) Net carrying amount $ 325,575 $ 311,948 _______________________________________ (1) Included in the accompanying 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 $302.4 million as of December 31, 2018 . 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 13, “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2018 , the remaining contractual life of the 2023 Notes is approximately 4.5 years. The following table sets forth total interest expense recognized related to the 2023 Notes: Years Ended December 31, 2018 2017 2016 (in thousands) Contractual interest expense $ 11,069 $ 11,060 $ 6,158 Amortization of debt discount 13,627 12,610 6,648 Total $ 24,696 $ 23,670 $ 12,806 Effective interest rate of the liability component 7.5 % 7.5 % 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 $88.9 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, 2018 December 31, 2017 (In thousands) Principal $ 399,997 $ 399,997 Less: Debt discount, net (1) (48,810 ) (62,747 ) Net carrying amount $ 351,187 $ 337,250 _______________________________________ (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 $333.3 million as of December 31, 2018 . 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 13, “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2018 , the remaining contractual life of the 2022 Notes is approximately 3.0 years. The following table sets forth total interest expense recognized related to the 2022 Notes: Years Ended December 31, 2018 2017 2016 (In thousands) Contractual interest expense $ 10,000 $ 10,000 $ 10,000 Amortization of debt discount 13,937 13,007 12,139 Total $ 23,937 $ 23,007 $ 22,139 Effective interest rate of the liability component 6.50 % 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 bore 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 matured 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 that remained outstanding after the 2016 repurchase matured on June 1, 2017. In connection with the maturity of the 2017 Notes, the holders converted substantially all of the outstanding principal amount of the 2017 Notes, the Company paid cash to the converting 2017 Note holders equal to $55.4 million in respect of principal, interest and fractional shares on the 2017 Notes to be converted and delivered 819,901 shares of the Company’s common stock. The following table sets forth total interest expense recognized related to the 2017 Notes: Years Ended December 31, 2018 2017 2016 (In thousands) Contractual interest expense $ — $ 315 $ 2,101 Amortization of debt discount — 1,251 7,395 Total $ — $ 1,566 $ 9,496 Effective interest rate of the liability component — % 6.02 % 6.02 % Note Hedges In June 2012, the Company paid an aggregate amount of $58.2 million for the 2017 Note Hedges, which was recorded as a reduction of additional paid-in-capital in stockholders’ equity. 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 remaining 2017 Note Hedges covered approximately two million shares of the Company’s common stock, subject to anti-dilution adjustments substantially similar to those applicable to the 2017 Notes, had a strike price that corresponds to the initial conversion price of the 2017 Notes, and were exercisable upon conversion of the 2017 Notes. The 2017 Note Hedges were separate transactions entered into by the Company with the 2017 Hedge Counterparties and were not part of the terms of the 2017 Notes or the 2017 Warrants. Holders of the 2017 Notes and 2017 Warrants did not have any rights with respect to the 2017 Note Hedges. On June 1, 2017, in connection with the maturity of the 2017 Notes, the Company redeemed the 2017 Note Hedges and received from the Note Hedge counterparties 820,161 shares at a weighted average price of $48.79 per share. The redemption offset the dilution with respect to shares of the Company’s common stock issued upon the conversion of the 2017 Notes. The shares delivered to the Company in connection with the redemption of the 2017 Notes Hedges are held by the Company as treasury shares. Warrants In June 2012, the Company received aggregate proceeds of $38.4 million from the sale of warrants to the 2017 Hedge Counterparties, which the Company recorded as additional paid-in-capital in stockholders’ equity. The 2017 Warrants were separate transactions entered into by the Company with the 2017 Hedge Counterparties and are not part of the terms of the 2017 Notes or 2017 Note Hedges. Holders of the 2017 Notes an |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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 616,688 , 1,949,117 and 1,312,812 shares of common stock during the years ended December 31, 2018 , 2017 and 2016 , 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 $15.6 million , $48.6 million , and $33.8 million during the years ended December 31, 2018 , 2017 and 2016 , respectively, and are included within the financing activities section of the accompanying consolidated statements of cash flows. The Company issued 53,022 , 166,103 and 132,344 shares under restricted stock awards during the years ended December 31, 2018 , 2017 and 2016 , respectively. Treasury Stock On June 5, 2012 , the Company’s Board of Directors authorized the Company to use a portion of the net proceeds of the 2017 Notes offering to repurchase up to an aggregate of $50.0 million of its common stock. The Company repurchased 2,192,982 shares of its common stock in the second quarter of 2013 for an aggregate cost of $50.0 million . On June 1, 2017, in connection with the maturity of the 2017 Notes, the Company redeemed the 2017 Note Hedges and received from the Note Hedge counterparties 820,161 shares at a weighted average price of $48.79 per share. The redemption offset the dilution with respect to shares of the Company’s common stock issued upon the conversion of the 2017 Notes. The shared delivered to the Company in connection with the redemption of the 2017 Notes Hedges are held by the Company as treasury shares. As of December 31, 2018 , there were 3,013,143 shares of the Company’s common stock held in treasury. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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); and • the 2004 Stock Incentive 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, 2018 , the Company had granted an aggregate of 32,017,673 shares as restricted stock or subject to issuance upon exercise of stock options under all of the plans, of which 9,848,415 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 $18.1 million , $31.5 million and $31.0 million of share-based compensation expense related to the options, restricted stock and ESPP for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , there was approximately $55.5 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company’s equity compensation plans. The Company expects to recognize those costs, exclusive of $36.4 million related to performance goals discussed below over a weighted average period of 1.68 years. During 2018, the Company granted 4,077,600 stock options to certain of its employees, which will vest upon the achievement of specified performance goals. Stock compensation expense during the performance period is estimated using the most probable outcome of the performance goals, and adjusted as the expected outcome changes and is recognized ratably over the applicable vesting period. The Company will not begin recognizing expenses of $36.4 million related to these awards until certain performance conditions are probable of being met as defined under GAAP. 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, 2018 : Number of Shares Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at January 1, 2018 7,043,490 $ 33.40 Granted 4,720,429 $ 27.22 Exercised (581,680 ) $ 25.23 Forfeited and expired (1,333,824 ) $ 39.64 Outstanding, December 31, 2018 9,848,415 $ 30.06 6.94 $ 2,674,331 Vested and expected to vest, December 31, 2018 9,198,553 $ 30.18 6.77 $ 2,674,331 Exercisable, December 31, 2018 4,345,054 $ 30.85 4.18 $ 2,674,331 Available for future grant at December 31, 2018 4,706,789 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, 2018 , 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, 2018 , 2017 and 2016 were $10.56 , $18.46 , and $11.72 , respectively. The total intrinsic value of options exercised during the years ended December 31, 2018 , 2017 and 2016 were $5.7 million , $34.1 million , and $12.7 million , respectively. The Company recorded approximately $10.9 million , $22.6 million , and $23.2 million in compensation expense related to options in the years ended December 31, 2018 , 2017 and 2016 . The remaining expense of approximately $15.3 million will be recognized over a period of 1.79 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, 2018 2017 2016 Expected dividend yield — % — % — % Expected stock price volatility 41.31 % 39.14 % 37.90 % Risk-free interest rate 2.76 % 1.87 % 1.25 % Expected option term (years) 5.18 5.00 4.93 The following table presents a summary of the Company’s outstanding shares of restricted stock awards granted as of December 31, 2018 : Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2018 369,328 $ 40.37 Awarded 137,822 32.67 Vested (180,374 ) 37.42 Forfeited (84,800 ) 42.91 Outstanding, December 31, 2018 241,976 $ 37.29 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 $5.1 million , $6.5 million and $6.6 million was recognized related to restricted stock awards in the years ended December 31, 2018 , 2017 and 2016 , respectively. The remaining expense of approximately $3.8 million will be recognized over a period of 1.22 years. The weighted average grant date fair value of restricted stock awarded during the years ended December 31, 2018 , 2017 and 2016 were $32.67 , $50.51 , and $33.63 , respectively. The total fair value of the restricted stock that vested during the years ended December 31, 2018 , 2017 and 2016 were $5.8 million , $8.4 million and $8.7 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 35,008 , 94,473 , and 136,378 shares under the 2010 ESPP during the years ended December 31, 2018 , 2017 and 2016 , respectively. The Company recorded approximately $0.1 million , $1.0 million and $1.2 million in compensation expense related to the 2010 ESPP in the years ended December 31, 2018 , 2017 and 2016 , 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, 2018 2017 2016 Expected dividend yield — % — % — % Expected stock price volatility 41.24 % 43.03 % 48.80 % Risk-free interest rate 2.02 % 0.89 % 0.34 % Expected option term (years) 0.5 0.5 0.5 Common Stock Reserved for Future Issuance At December 31, 2018 , there were 937,951 shares of common stock available for grant under the 2010 ESPP and 4,706,789 shares of common stock available for grant under the 2013 Plan. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands, except per share amounts) Amounts attributable to The Medicines Company: (Loss) income from continuing operations $ (235,216 ) $ (607,695 ) $ 20,564 Income (loss) from discontinued operations, net of tax 112,060 (100,678 ) (139,682 ) Net loss attributable to The Medicines Company $ (123,156 ) $ (708,373 ) $ (119,118 ) . Weighted average common shares outstanding, basic 73,571 72,356 69,909 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — — 3,113 Weighted average common shares outstanding, diluted 73,571 72,356 73,022 Basic (loss) earnings per common share: (Loss) earnings from continuing operations $ (3.20 ) $ (8.40 ) $ 0.29 Earnings (loss) from discontinued operations 1.52 (1.39 ) (2.00 ) Basic loss per share $ (1.68 ) $ (9.79 ) $ (1.71 ) Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (3.20 ) $ (8.40 ) $ 0.28 Earnings (loss) from discontinued operations 1.52 (1.39 ) (1.91 ) Diluted loss per share $ (1.68 ) $ (9.79 ) $ (1.63 ) 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, unvested restricted common stock, stock purchase warrants, the 2017 Notes (which matured on June 1, 2017) and 2022 Notes on earnings per share is computed under the treasury stock method. In 2016, the Company analyzed the potential dilutive effect of the 2023 Notes on its earnings per share under the treasury stock method. Beginning in 2017, the Company analyzes the potential dilutive effect of the 2023 Notes and 2024 Notes on earnings per share under the “if converted” method, in which it is assumed that the outstanding security converts into common stock at the beginning of the period. For periods of income from continuing operations when the effects are not anti-dilutive, diluted earnings per share is computed by dividing the net income attributable to The Medicines Company by the weighted average number of shares outstanding and the impact of all potential dilutive common shares, consisting primarily of stock options, unvested restricted common stock, shares issuable upon conversion of the 2017 Notes, 2022 Notes, 2023 Notes, 2024 Notes and stock purchase warrants. For periods of loss from continuing operations, 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. The calculation of diluted loss per share for the year ended December 31, 2018 , 2017 and 2016 excluded 15,601,378 , 12,803,033 and 3,724,272 , respectively, of potentially dilutive stock options, warrants, restricted common shares, and shares issuable upon conversion of the 2017 Notes, 2022 Notes and 2023 Notes, as their inclusion would have an anti-dilutive effect. For periods of income from continuing operations 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 the 2017 Notes, 2022 Notes, 2023 Notes, 2024 Notes and stock purchase warrants. 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 8 , “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 were part of the 2017 Note Hedges were 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 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. On June 1, 2017, in connection with the maturity of the 2017 Notes, the Company redeemed the 2017 Note Hedges and received from the Note Hedge counterparties 819,901 shares at a weighted average price of $48.79 per share. The redemption offset the dilution with respect to shares of the Company’s common stock issued upon the conversion of the 2017 Notes. The shares delivered to the Company in connection with the redemption of the 2017 Notes Hedges are held by the Company as treasury shares. In addition, in connection with the 2017 Note Hedges, the Company entered into warrant transactions with the 2017 Hedge Counterparties, pursuant to which the Company sold warrants (2017 Warrants) to the Hedge Counterparties to purchase, subject to customary anti-dilution adjustments, up to two million shares of the Company’s common stock at a strike price of $34.20 per share. The 2017 Warrants had 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, exceeded the applicable strike price of the 2017 Warrants. The Company elected to settle all of the 2017 Warrants in common stock. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The benefit from (provision for) income taxes for continuing operations in 2018 , 2017 and 2016 consists of current and deferred federal, state and foreign taxes based on income as follows: 2018 2017 2016 (In thousands) Current: Federal $ — $ 4,859 $ — State (18 ) (31 ) (33 ) Foreign (111 ) 1,757 (34 ) (129 ) 6,585 (67 ) Deferred: Federal $ 34,914 $ 88,556 $ — State 16,103 1,435 — Foreign — — — 51,017 89,991 — Total benefit from (provision for) taxes $ 50,888 $ 96,576 $ (67 ) The Company’s 2018 deferred benefit from income taxes of $51.0 million was primarily the result of the utilization of current period losses against a discrete provision for income taxes from the sale of the Company’s infectious disease business. The Company’s 2017 deferred tax benefit is primarily attributable to a reduction in the Company’s recorded valuation allowance against its deferred tax assets as a result of the commencement of amortization of IPR&D associated with Vabomere upon approval by the FDA and the impairment of IPR&D associated with MDCO-700. The components of (loss) income from continuing operations attributable to The Medicines Company before income taxes consisted of: 2018 2017 2016 (In thousands) Domestic $ (283,616 ) $ (704,814 ) $ 22,289 International (2,488 ) 543 (1,712 ) Total $ (286,104 ) $ (704,271 ) $ 20,577 The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 21% in 2018 , and 35% in 2017 , and 2016 to income before income taxes is as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Statutory rate applied to pre-tax (loss) income from continuing operations $ (60,082 ) $ (246,495 ) $ 7,202 (Deduct) add: State income taxes, net of federal benefit (12,707 ) (913 ) 21 Foreign 597 53 442 Revaluation of contingent purchase price (3,952 ) (5,366 ) (10,244 ) Tax credits (3,707 ) (3,539 ) (967 ) Meals and entertainment 30 372 605 Uncertain tax positions 741 (1,635 ) (2,064 ) Loss on extinguishment of debt — — 1,403 Loss on ACC goodwill — — 11,834 Excess stock option benefit 1,585 (4,589 ) — Change in federal tax rate due to the Tax Cuts and Jobs Act — 126,502 — Other 587 785 (485 ) Tax (provision) benefit of operating loss carryforwards — 11,509 (105,045 ) Valuation allowances 26,020 26,740 97,365 Income tax benefit $ (50,888 ) $ (96,576 ) $ 67 The significant components of the Company’s deferred tax assets are as follows: December 31, 2018 2017 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 313,620 $ 235,852 Tax credits 23,051 20,096 Intangible assets 14,300 — Stock based compensation 23,751 19,611 Fixed assets 997 — Other 30,372 26,113 Total deferred tax assets 406,091 301,672 Valuation allowance (285,797 ) (239,536 ) Total deferred tax assets net of valuation allowance 120,294 62,136 Deferred tax liabilities: Fixed assets $ — $ (568 ) Intangible assets — (30,664 ) Convertible debt (42,620 ) (30,904 ) Deferred gain on installment sale (77,674 ) — Total deferred tax liabilities (120,294 ) (62,136 ) Net deferred tax liabilities $ — $ — During 2018 and 2017 , the Company recorded a net increase to its valuation allowance of $46.3 million and $76.6 million , respectively. At December 31, 2018 and 2017 , the Company recorded a valuation allowance of $285.8 million and $239.5 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 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. On December 22, 2017, the “Tax Cuts and Jobs Act” (TCJA) was enacted which significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, reduces the U.S. federal corporate tax rate from 35% to 21%, repeals the corporate alternative minimum tax (AMT), imposes additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. As a result of this legislation, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The amount recorded related to the remeasurement of the Company’s deferred tax balances was $126.5 million which was offset fully by the amount recorded related to the reversal of previously established valuation allowances against these deferred tax balances. The TCJA also permits any remaining AMT tax attribute carryforwards to be used to offset future taxable income and/or be refundable over the next several years. As a result, the Company recognized a benefit of $4.9 million during the year ended December 31, 2017 related to the reversal of a previously established valuation allowance against its AMT tax attribute carryforwards and the related refundable amount has been classified in other assets in the accompanying consolidated balance sheet. Based on its analysis, the Company does not have offshore earnings that would be subject to the mandatory transition tax. 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. During 2013 the Company acquired the stock of Incline 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 has completed its analysis of the impacts of the TCJA, including analyzing the effects of any Internal Revenue Service and U.S. Treasury guidance issued, and state tax law changes enacted, within the maximum one year measurement period resulting in no significant adjustments to the provisional amounts previously recorded. At December 31, 2018 , 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) 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 293,661 1,739 2037 422,478 3,507 2038 — 3,714 Unlimited 153,106 — $ 1,159,356 $ 26,773 At December 31, 2018 the Company has the following additional carryforwards: Refundable Alternative Minimum Tax Credits of $4.9 million with no expiration date and foreign net operating losses of approximately $17.6 million . The foreign net operating losses expire in varying amounts beginning in 2019 . 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 2014 . 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. During 2017, the Company concluded an audit of its 2010 Italy tax filing resulting in a tax assessment of approximately $0.5 million . During 2017, the Company reduced its liability for unrecognized tax benefits by approximately $1.4 million for the difference between the amount previously accrued and the final assessment resulting from that audit. The Company is not under examination by any taxing authorities. However, 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, 2018 . The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $0.0 million , $0.0 million and $1.9 million as of December 31, 2018 , 2017 and 2016 . 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, 2016 $ 8,083 Additions related to current year tax positions 193 Reductions for prior year tax positions (2,258 ) Balance at December 31, 2016 6,018 Additions related to current year tax positions 708 Reductions for prior year tax positions (2,843 ) Balance at December 31, 2017 3,883 Additions related to current year tax positions 741 Reductions for prior year tax positions — Balance at December 31, 2018 $ 4,624 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, 2018 , the Company’s accumulated foreign unremitted earnings have been immaterial. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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 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 8 , “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, 2018 and 2017 , by level, within the fair value hierarchy: As of December 31, 2018 As of December 31, 2017 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) 2018 (Level 1) (Level 2) (Level 3) 2017 (In thousands) Assets: Cash equivalents $ 12,298 $ — $ — $ 12,298 $ 12,100 $ — $ — $ 12,100 Short-term investments 2,627 — — 2,627 — — — — Total assets at fair value $ 14,925 $ — $ — $ 14,925 $ 12,100 $ — $ — $ 12,100 Liabilities: Contingent purchase price $ — $ — $ — $ — $ — $ — $ 19,650 $ 19,650 Total liabilities at fair value $ — $ — $ — $ — $ — $ — $ 19,650 $ 19,650 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during 2018 . 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, 2017 Valuation Technique Unobservable Input Range (Weighted Average) (In thousands) Rempex: Contingent purchase price: Event-based milestones $ 19,650 Probability-adjusted discounted cash flow Probabilities of successes 18% - 90% (71%) Period in which milestones are expected to be achieved 2018 - 2024 Discount rate 4.8% - 7.5% The fair value of the contingent purchase price represents the fair value of the Company’s liability for potential payments under the Company’s acquisition agreement for Rempex Pharmaceuticals, Inc. (Rempex). There were no changes to the potential future payments under the Company’s acquisition agreements. 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 Rempex agreement, 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. In October 2018, the Company divested certain pre-clinical infectious disease assets not acquired by Melinta. The assets were purchased by Qpex Biopharma, Inc. (Qpex), a new company formed by a syndicate of venture firms led by New Enterprise Associates and was accompanied by Adams Street Partners, LYZZ Capital, Hatteras Venture Partners and Stanford University Draper Fund. Qpex assumed these potential milestone payments due under the agreement with Rempex Pharmaceuticals, Inc. (Rempex) related to the development of the pre-clinical assets. The changes in fair value of the Company’s Level 3 contingent purchase price during the year ended December 31, 2018 and 2017 were as follows: December 31, 2018 2017 (In thousands) Balance at beginning of period $ 19,650 $ 31,832 Payments (570 ) — Fair value adjustments to contingent purchase prices included in net loss (258 ) (12,182 ) Sale of Pre-clinical Infectious Disease Assets (18,822 ) — Balance at end of period $ — $ 19,650 For the years ended December 31, 2018 and 2017 , 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, milestone payments, or the transfer of obligations. For the year ended December 31, 2017 , changes in the carrying value of the contingent purchase price obligations also includes a $14.7 million decrease in the carrying value of the contingent purchase price to an estimated fair value of zero related to Annovation, as a result of the announced discontinuation of clinical development for MDCO-700. See Note 6, “Intangible Assets and Goodwill,” for further details. No other changes in valuation techniques or inputs occurred during the year ended December 31, 2018 and 2017 . |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring 2018 Workforce Reduction In October 2017 the Company announced its intention to commence a series of workforce reductions, independent of the divestiture of the Company’s infectious disease business (the Workforce Reductions), to improve efficiencies and better align its costs and structure. As a result of the Workforce Reductions and the infectious disease business divestiture, the Company reduced its personnel to less than 60 full time employees. Upon signing release agreements, affected employees received the Company’s severance package, including reduction payments and fully paid health care coverage and outplacement services for six months to a year. The impacted employees were eligible to receive severance payments in specified amounts, health benefits and outplacement services. The Company recorded a pre-tax charge of approximately $0.6 million , $3.5 million and $8.8 million in cost of revenue, research and development and selling, general and administrative expenses, respectively, in the accompanying consolidated statement of operations based on responsibilities of the impacted employees. 2017 Workforce Reduction In June 2017, the Company commenced a voluntary discontinuation and withdrawal of Ionsys from the market and ceased related commercialization activities, with the regulatory authorizations for Ionsys remaining open. Concurrent with this market withdrawal, the Company commenced implementation of a workforce reduction, which resulted in the reduction of 57 employees, representing approximately 15% of the Company’s workforce at that time. The Company recorded a pre-tax charge of approximately $276.9 million associated with the discontinuation and market withdrawal of Ionsys in the United States market, of which $268.1 million was a non-cash impairment charge (including a write-off of inventory), $5.8 million relates to cash severance and $3.0 million relates to other exit costs. The non-cash impairment charge includes $11.4 million to reduce the carrying amount of the fixed assets associated with Ionsys to an estimated fair value of zero . The Company has also discontinued Ionsys in the European market. Until October 2017, the Company had an exclusive license with SymBio Pharmaceuticals Ltd. (SymBio) to develop and commercialize Ionsys in Japan. The impacted employees are eligible to receive severance payments in specified amounts, health benefits and outplacement services. 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. 2016 Workforce Reduction 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 incurred charges of approximately $17.2 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 tables set forth details regarding the activities described above during the years ended December 31, 2018 and 2017: Balance as of January 1, 2018 Expenses, Net Cash Noncash Balance as of December 31, 2018 (in thousands) Employee severance and other personnel benefits: 2018 Workforce reduction $ — $ 12,956 $ (8,666 ) $ (1,956 ) $ 2,334 Total $ — $ 12,956 $ (8,666 ) $ (1,956 ) $ 2,334 Balance as of January 1, 2017 Expenses, Net Cash Noncash Balance as of December 31, 2017 (in thousands) Employee severance and other personnel benefits: 2017 Workforce reduction $ — $ 5,897 $ (5,768 ) $ (129 ) $ — 2016 Workforce reduction 1,854 — (1,038 ) (816 ) — Total $ 1,854 $ 5,897 $ (6,806 ) $ (945 ) $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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 the Company’s products, research and development service agreements, operating leases, selling, general and administrative obligations, leased office space for its 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, 2018 are: Contractual Obligations (1) Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Total (In thousands) Inventory related commitments $ 1,038 $ — $ — $ — $ 1,038 Research and development 60,933 40,967 31,643 14,583 148,126 Operating leases 8,100 16,301 16,731 17,931 59,063 Selling, general and administrative 916 — — — 916 Total contractual obligations $ 70,987 $ 57,268 $ 48,374 $ 32,514 $ 209,143 _______________________________________ (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 8 “Convertible Senior Notes” for further details. All of the inventory related commitments are non-cancellable. Of the total estimated contractual obligations for research and development and selling, general and administrative activities, $13.1 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. The Company also leases 63,000 square feet of office space in San Diego, California. This lease expires in September 2028. The Company’s remaining obligation for this space is $34.0 million . During 2018, the Company entered into an agreement to sublease the office and laboratory space in San Diego, California to Gossamer Bio, Inc. The sublease agreement will offset the remaining obligation for this space by $14.5 million . Approximately 99.8% of the total operating lease commitments above relate to the Company’s principal office building in Parsippany, New Jersey and the Company’s office in San Diego, California. Also included in total operating 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 2018 , 2017 and 2016 was approximately $8.6 million , $9.6 million and $7.6 million , respectively. In addition to the amounts shown in the above table, the Company may have to make up to $150.0 million for contingent cash payments in connection with the terms of the license and collaboration agreement Alnylam. The Company also agreed to pay to Alnylam specified royalties on net sales inclisiran. 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 recorded a loss contingency of $5.2 million during 2018 as a result of settlement of the litigation with Biogen related to Angiomax under the Company’s license agreement with Biogen. For all other matters the Company 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, 2018 | |
Retirement Benefits [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 2018 , 2017 and 2016 of $0.3 million , $1.5 million and $1.7 million , respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 are derived primarily from sales of Angiomax in the United States. The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. Long-lived assets are comprised of the Company’s noncurrent assets. Years Ended December 31, 2018 2017 2016 (In thousands) Net revenue: United States $ 5,863 95.5 % $ 37,131 82.9 % $ 131,572 91.9 % Europe — — % 7,239 16.2 % 9,331 6.5 % Other 275 4.5 % 419 0.9 % 2,258 1.6 % Total net revenue $ 6,138 $ 44,789 $ 143,161 Years Ended December 31, 2018 2017 (In thousands) Long-lived assets: United States $ 541,268 99.0 % $ 308,843 99.7 % Europe 5,615 1.0 % 836 0.3 % Total long-lived assets $ 546,883 $ 309,679 |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreements | Collaboration Agreements Alnylam Pharmaceuticals, Inc. In February 2013, the Company entered into a license and collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam) to develop, manufacture and commercialize therapeutic products targeting the PCSK9 gene, based on certain of Alnylam’s RNAi technology. Under the terms of the agreement, the Company obtained the exclusive, worldwide right under Alnylam’s technology to develop, manufacture and commercialize PCSK9 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, or 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. In November 2017, in connection with the first dosing of a subject in a pivotal study, the Company incurred a $20 million milestone. SciClone Pharmaceuticals On December 16, 2014, the Company entered into strategic collaboration agreements with SciClone Pharmaceuticals (SciClone) under which the Company granted SciClone licenses and the exclusive rights to promote, market and sell Angiomax and Cleviprex in China. As a result of the Company’s divestiture of Cleviprex to Chiesi, the Company is no longer a party to the strategic collaboration agreement with SciClone covering Cleviprex. Under the terms of the collaboration regarding Angiomax, SciClone will be responsible for all aspects of commercialization, including pre- and post-launch activities, in the China market (excluding Hong Kong and Macau) and will assist the Company in the registration process in China. The Company has filed in China for marketing approval of Angiomax. SciClone has paid the Company an upfront payment of $10.0 million and agreed to pay 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 in China. 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 paid the Company an upfront payment of $10.0 million and agreed to pay regulatory/commercial success milestone payments of up to an aggregate of $20.9 million , and royalties based on net sales of Ionsys in Japan. The agreement was terminated in connection with a legal dispute with SymBio effective in the fourth quarter of 2017. For the year ended December 31, 2017 and 2016, the Company recorded $6.9 million and $2.5 million , respectively, of revenue associated with the SymBio agreement as co-promotion and license income. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table provides a reconciliation of the components of accumulated other comprehensive loss , 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, 2016 $ 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 loss (9,403 ) (49 ) (9,452 ) Balance at December 31, 2016 $ (5,479 ) $ — $ (5,479 ) Other comprehensive income before reclassifications 296 — 296 Total other comprehensive income 296 — 296 Balance at December 31, 2017 $ (5,183 ) $ — $ (5,183 ) Other comprehensive loss before reclassifications (576 ) — (576 ) Amounts reclassified from accumulated other comprehensive income (1) (2) 1,183 — 1,183 Total other comprehensive income 607 — 607 Balance at December 31, 2018 $ (4,576 ) $ — $ (4,576 ) (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 22, “Discontinued Operations,” for a discussion of this reclassification of foreign currency translation adjustment. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 . Three Months Ended March 31, 2018 June 30, 2018 Sept. 30, 2018 Dec. 31, 2018 March 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 (1) (2) (3) (4) (In thousands, except per share data) Net revenues $ 7,771 $ 1,667 $ (3,300 ) $ — $ 17,465 $ 10,861 $ 7,868 $ 8,595 Cost of revenues 2,737 2,931 890 697 9,978 12,490 4,287 20,438 Total operating expenses 72,054 54,238 45,525 25,732 76,879 393,195 71,129 168,682 Loss from operations (64,283 ) (52,571 ) (48,825 ) (25,732 ) (59,414 ) (382,334 ) (63,261 ) (160,087 ) Loss from continuing operations attributable to The Medicines Company $ (84,836 ) $ (54,453 ) $ (51,635 ) $ (44,292 ) $ (70,996 ) $ (370,065 ) $ (7,218 ) $ (159,416 ) (Loss) income from discontinued operations, net of tax attributable to The Medicines Company 113,985 256 (3,999 ) 1,818 (31,674 ) (27,203 ) (22,957 ) (18,844 ) Net (loss) income attributable to The Medicines Company $ 29,149 $ (54,197 ) $ (55,634 ) $ (42,474 ) $ (102,670 ) $ (397,268 ) $ (30,175 ) $ (178,260 ) Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (1.14 ) $ (0.74 ) $ (0.70 ) $ (0.60 ) $ (1.00 ) $ (5.15 ) $ (0.10 ) $ (2.19 ) (Loss) income from discontinued operations 1.54 — (0.05 ) 0.02 (0.45 ) (0.38 ) (0.32 ) (0.26 ) Diluted loss per share $ 0.40 $ (0.74 ) $ (0.75 ) $ (0.58 ) $ (1.45 ) $ (5.53 ) $ (0.42 ) $ (2.45 ) ______________________________________ (1) In January 2018, the Company completed the sale of its infectious disease business, consisting of the products Vabomere, Orbactiv and Minocin IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta. The Company recorded a pre-tax gain on the sale of the business of approximately $169.0 million . See Note 22 “Discontinued Operations” for further details. (2) In October 2018, the Company sold to Qpex certain pre-clinical infectious disease assets not acquired by Melinta. The Company recorded a pre-tax gain on the sale of the assets of approximately $21.6 million . See Note 21 “Dispositions” for further details. (3) In June 2017, the Company commenced a voluntary discontinuation and withdrawal of Ionsys from the market and ceased related commercialization activities, with the regulatory authorizations for Ionsys remaining open. Concurrent with this market withdrawal, the Company commenced a workforce reduction, which resulted in the reduction of 57 employees, representing approximately 15% of the Company’s workforce at that time. The Company recorded a pre-tax charge of approximately $276.9 million associated with the discontinuation and market withdrawal of Ionsys in the United States market. In August 2017, the Company announced that it discontinued the clinical development program for MDCO-700 and recorded the following non-cash adjustments during the second quarter of 2017: $65.0 million of asset impairment charges to IPR&D acquired from Annovation, a $14.7 million decrease in the carrying value of the contingent purchase price to an estimated fair value of zero , and a $23.0 million benefit for income taxes due to a reduction in the Company’s recorded valuation allowance against its deferred tax assets as a result of the impairment charge. (4) In the fourth quarter of 2017, the Company decreased the carrying value of the contingent purchase price from the sale of the Hemostasis Business by $63.0 million as a result of the discontinuation of Raplixa by Mallinckrodt. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions In October 2018, the Company divested certain pre-clinical infectious disease assets not acquired by Melinta, which included the funding agreement with the Biomedical Advanced Research and Development Authority (BARDA) of the U.S. Department of Health and Human Services (HHS). The assets were purchased by Qpex. At the completion of the sale, the Company received approximately $2.8 million in upfront consideration and up to $29.0 million upon the achievement of certain milestones related to the pre-clinical assets. In addition, Qpex assumed potential milestone payments due under the agreement with Rempex related to the development of the pre-clinical assets. The Company recognized a gain on sale of assets of approximately $21.6 million in continuing operations in selling, general and administrative expenses in the accompanying consolidated statements of operations. Disposition related costs were not material and were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. On August 22, 2018, the Company completed the sale of its rights to branded Angiomax in the United States to Sandoz Inc. (Sandoz) for $9.9 million . The sale to Sandoz included inventory with a cost basis of approximately $2.9 million and the option to purchase additional material at a discounted rate over the next two years. The Company recognized a gain on sale of assets of approximately $7.0 million in continuing operations in selling, general and administrative expenses in the accompanying consolidated statements of operations. Disposition related costs were not material and were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. 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. As part of the transaction, the Company sublicensed to Chiesi all of its rights to Cleviprex and Kengreal under the Company’s license from AstraZeneca. Subsequent to the completion of the sale, these sublicenses from the Company to Chiesi were terminated, Chiesi purchased from AstraZeneca all or substantially all of AstraZeneca’s assets relating to Cleviprex and Kengreal, the Company and Chiesi released certain claims against one another, and the Company paid Chiesi $7.5 million . 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. Discontinued Operations Sale of Infectious Disease Business On January 5, 2018, the Company completed the sale of its infectious disease business, consisting of the products Vabomere, Orbactiv and Minocin IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta. At the completion of the sale, the Company received approximately $166.4 million and 3,313,702 shares of Melinta common stock having a market value, based on Melinta's closing share price on January 5, 2018, of approximately $54.5 million . The Company’s common stock investment in Melinta was recorded as a short-term investment with a readily determinable fair value at December 31, 2018 of $2.6 million . In addition, the Company is entitled to receive a cash payment payable 12 months following the closing of the transaction equal to $25.0 million and a cash payment payable 18 months following the closing of the transaction equal to $25.0 million . None of the future payments due from Melinta are secured by collateral. On January 5, 2018 the fair value of such payments was approximately $45.9 million . Such fair value was estimated using a discounted cash flow model and was classified as a Level 3 fair value measurement due to the use of significant unobservable inputs. See Note 13, “Fair Value Measurements,” for definitions of hierarchy levels. The excess of the cash payments payable to the Company over the initial fair value is amortized to interest income over the 12 and 18 months periods using the effective interest rate method. As of December 31, 2018 , the carrying amounts of these assets of $49.2 million approximate their fair value due to the short term nature of the payments and were recorded in prepaid expenses and other current assets on the consolidated balance sheet. The Company is also entitled to tiered royalty payments of 5% to 25% on worldwide net sales of (a) Vabomere and (b) Orbactiv and Minocin IV, collectively. On January 5, 2018, the fair value of these contingent payments to be received from Melinta was $246.2 million and was recorded as contingent purchase price from sale of businesses in the accompanying consolidated balance sheet. Substantially all of the fair value was estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk-adjusted discount rate. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. See Note 13, “Fair Value Measurements,” for definitions of hierarchy levels. In addition, Melinta assumed the Company’s obligation to make potential milestone payments due under the agreement with Rempex related to regulatory and sales based milestones of up to $35 million and $120 million , respectively. This is inclusive of a $30 million milestone payment to the former owners of the infectious disease business (Vabomere Milestone Payment), achieved upon receipt of regulatory approval of Vabomere by the European Medicines Agency. As regulatory approval was received by Melinta in November 2018, the Vabomere Milestone Payment is due. The Company remains ultimately responsible to pay the Vabomere Milestone Payment under its agreement with the former owners of the infectious disease business; however the Company believes that it is responsible for such payment only if the former owners of the infectious disease business are unable to collect from Melinta after exercising due diligence in attempting to collect from Melinta before seeking to collect from the Company. In December 2018, Melinta filed a complaint in the Court of Chancery of the State of Delaware alleging that the Company breached certain representations and warranties in the purchase and sale agreement pursuant to which Melinta acquired the Company’s infectious disease business. In connection with the lawsuit, Melinta is seeking indemnification under the purchase and sale agreement and notified the Company that it would not be paying the Vabomere Milestone Payment or the first of two $25.0 million deferred payments due to the Company under the purchase and sale agreement because Melinta believes it has the right to set-off such payments against its claimed damages in its lawsuit. The Company believes Melinta’s claims are meritless and it will vigorously defend any and all claims brought against itself by Melinta and seek full payment by Melinta of its obligations under the purchase and sale agreement. As a result of the transaction, the Company accounted for the assets and liabilities of the infectious disease business that were sold as held for sale at December 31, 2017. Financial results of the infectious disease business are presented as “ Income (loss) from discontinued operations, net of tax ” on the accompanying consolidated statements of operations for years ended 2018 , 2017 and 2016 . Assets and liabilities of the infectious disease business to be disposed of are presented as “Current assets held for sale,” “Noncurrent assets held for sale,” “Current liabilities held for sale,” and “Noncurrent liabilities held for sale” on the accompanying consolidated balance sheet as of December 31, 2017 . The following table presents key financial results of the infectious disease business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands) Net product revenues $ (107 ) $ 34,622 $ 24,673 Operating expenses: Cost of product revenue 197 20,060 10,693 Research and development 1,546 39,984 47,155 Selling, general and administrative 4,032 74,346 106,670 Total operating expenses 5,775 134,390 164,518 Loss from operations (5,882 ) (99,768 ) (139,845 ) Gain from sale of business 168,955 — — Other income (expense), net 17 (906 ) (19 ) Income (loss) from discontinued operations before income taxes 163,090 (100,674 ) (139,864 ) Provision for income taxes 51,030 4 2 Loss from discontinued operations, net of tax $ 112,060 $ (100,678 ) $ (139,866 ) The following table presents the major classes of assets and liabilities at December 31, 2017 related to the infectious disease business which were reclassified as held for sale: December 31, 2017 (In thousands) Assets: Accounts receivable, net $ 9,595 Inventory 41,412 Other receivables 2,740 Intangibles, net 282,398 Goodwill 55,057 Current assets held for sale 391,202 Intangibles, net — Goodwill — Total assets held for sale $ 391,202 Liabilities: Accounts payable $ 1,127 Accrued expenses 22,945 Contingent purchase price 24,650 Deferred Revenue 723 Contingent purchase price – noncurrent 11,135 Current liabilities held for sale 60,580 Contingent purchase price – noncurrent — Total liabilities held for sale $ 60,580 Depreciation and amortization was ceased upon determination that the held for sale criteria were met in the fourth quarter of 2017. The significant cash flow items from discontinued operations for years ended 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Amortization from discontinued operations $ — $ 10,638 $ 17,858 Changes in contingent purchase price — (3,456 ) 53,249 Gain on sale of business (168,955 ) — — Reserve for excess or obsolete inventory — (435 ) (2,066 ) Proceeds from sale of business 166,383 — — Payments on contingent purchase price — (63,066 ) (10,449 ) 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. 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 2018 , 2017 and 2016 . The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for year ended December 31, 2016 . Year Ended December 31, 2016 (In thousands) Net product revenues $ 1,275 Operating expenses: Cost of product revenue 1,424 Research and development 90 Selling, general and administrative 542 Total operating expenses 2,056 Income (loss) from operations (781 ) Gain from sale of business 1,004 Other expense, net (39 ) Income (loss) from discontinued operations before income taxes 184 Benefit for income taxes — Income (loss) from discontinued operations, net of tax $ 184 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. The significant cash flow items from discontinued operations for year ended December 31, 2016 was as follows: Year Ended December 31, 2016 (In thousands) Gain on sale of business (1,004 ) Proceeds from sale of business 174,068 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Dispositions In October 2018, the Company divested certain pre-clinical infectious disease assets not acquired by Melinta, which included the funding agreement with the Biomedical Advanced Research and Development Authority (BARDA) of the U.S. Department of Health and Human Services (HHS). The assets were purchased by Qpex. At the completion of the sale, the Company received approximately $2.8 million in upfront consideration and up to $29.0 million upon the achievement of certain milestones related to the pre-clinical assets. In addition, Qpex assumed potential milestone payments due under the agreement with Rempex related to the development of the pre-clinical assets. The Company recognized a gain on sale of assets of approximately $21.6 million in continuing operations in selling, general and administrative expenses in the accompanying consolidated statements of operations. Disposition related costs were not material and were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. On August 22, 2018, the Company completed the sale of its rights to branded Angiomax in the United States to Sandoz Inc. (Sandoz) for $9.9 million . The sale to Sandoz included inventory with a cost basis of approximately $2.9 million and the option to purchase additional material at a discounted rate over the next two years. The Company recognized a gain on sale of assets of approximately $7.0 million in continuing operations in selling, general and administrative expenses in the accompanying consolidated statements of operations. Disposition related costs were not material and were recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. 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. As part of the transaction, the Company sublicensed to Chiesi all of its rights to Cleviprex and Kengreal under the Company’s license from AstraZeneca. Subsequent to the completion of the sale, these sublicenses from the Company to Chiesi were terminated, Chiesi purchased from AstraZeneca all or substantially all of AstraZeneca’s assets relating to Cleviprex and Kengreal, the Company and Chiesi released certain claims against one another, and the Company paid Chiesi $7.5 million . 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. Discontinued Operations Sale of Infectious Disease Business On January 5, 2018, the Company completed the sale of its infectious disease business, consisting of the products Vabomere, Orbactiv and Minocin IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta. At the completion of the sale, the Company received approximately $166.4 million and 3,313,702 shares of Melinta common stock having a market value, based on Melinta's closing share price on January 5, 2018, of approximately $54.5 million . The Company’s common stock investment in Melinta was recorded as a short-term investment with a readily determinable fair value at December 31, 2018 of $2.6 million . In addition, the Company is entitled to receive a cash payment payable 12 months following the closing of the transaction equal to $25.0 million and a cash payment payable 18 months following the closing of the transaction equal to $25.0 million . None of the future payments due from Melinta are secured by collateral. On January 5, 2018 the fair value of such payments was approximately $45.9 million . Such fair value was estimated using a discounted cash flow model and was classified as a Level 3 fair value measurement due to the use of significant unobservable inputs. See Note 13, “Fair Value Measurements,” for definitions of hierarchy levels. The excess of the cash payments payable to the Company over the initial fair value is amortized to interest income over the 12 and 18 months periods using the effective interest rate method. As of December 31, 2018 , the carrying amounts of these assets of $49.2 million approximate their fair value due to the short term nature of the payments and were recorded in prepaid expenses and other current assets on the consolidated balance sheet. The Company is also entitled to tiered royalty payments of 5% to 25% on worldwide net sales of (a) Vabomere and (b) Orbactiv and Minocin IV, collectively. On January 5, 2018, the fair value of these contingent payments to be received from Melinta was $246.2 million and was recorded as contingent purchase price from sale of businesses in the accompanying consolidated balance sheet. Substantially all of the fair value was estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk-adjusted discount rate. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. See Note 13, “Fair Value Measurements,” for definitions of hierarchy levels. In addition, Melinta assumed the Company’s obligation to make potential milestone payments due under the agreement with Rempex related to regulatory and sales based milestones of up to $35 million and $120 million , respectively. This is inclusive of a $30 million milestone payment to the former owners of the infectious disease business (Vabomere Milestone Payment), achieved upon receipt of regulatory approval of Vabomere by the European Medicines Agency. As regulatory approval was received by Melinta in November 2018, the Vabomere Milestone Payment is due. The Company remains ultimately responsible to pay the Vabomere Milestone Payment under its agreement with the former owners of the infectious disease business; however the Company believes that it is responsible for such payment only if the former owners of the infectious disease business are unable to collect from Melinta after exercising due diligence in attempting to collect from Melinta before seeking to collect from the Company. In December 2018, Melinta filed a complaint in the Court of Chancery of the State of Delaware alleging that the Company breached certain representations and warranties in the purchase and sale agreement pursuant to which Melinta acquired the Company’s infectious disease business. In connection with the lawsuit, Melinta is seeking indemnification under the purchase and sale agreement and notified the Company that it would not be paying the Vabomere Milestone Payment or the first of two $25.0 million deferred payments due to the Company under the purchase and sale agreement because Melinta believes it has the right to set-off such payments against its claimed damages in its lawsuit. The Company believes Melinta’s claims are meritless and it will vigorously defend any and all claims brought against itself by Melinta and seek full payment by Melinta of its obligations under the purchase and sale agreement. As a result of the transaction, the Company accounted for the assets and liabilities of the infectious disease business that were sold as held for sale at December 31, 2017. Financial results of the infectious disease business are presented as “ Income (loss) from discontinued operations, net of tax ” on the accompanying consolidated statements of operations for years ended 2018 , 2017 and 2016 . Assets and liabilities of the infectious disease business to be disposed of are presented as “Current assets held for sale,” “Noncurrent assets held for sale,” “Current liabilities held for sale,” and “Noncurrent liabilities held for sale” on the accompanying consolidated balance sheet as of December 31, 2017 . The following table presents key financial results of the infectious disease business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands) Net product revenues $ (107 ) $ 34,622 $ 24,673 Operating expenses: Cost of product revenue 197 20,060 10,693 Research and development 1,546 39,984 47,155 Selling, general and administrative 4,032 74,346 106,670 Total operating expenses 5,775 134,390 164,518 Loss from operations (5,882 ) (99,768 ) (139,845 ) Gain from sale of business 168,955 — — Other income (expense), net 17 (906 ) (19 ) Income (loss) from discontinued operations before income taxes 163,090 (100,674 ) (139,864 ) Provision for income taxes 51,030 4 2 Loss from discontinued operations, net of tax $ 112,060 $ (100,678 ) $ (139,866 ) The following table presents the major classes of assets and liabilities at December 31, 2017 related to the infectious disease business which were reclassified as held for sale: December 31, 2017 (In thousands) Assets: Accounts receivable, net $ 9,595 Inventory 41,412 Other receivables 2,740 Intangibles, net 282,398 Goodwill 55,057 Current assets held for sale 391,202 Intangibles, net — Goodwill — Total assets held for sale $ 391,202 Liabilities: Accounts payable $ 1,127 Accrued expenses 22,945 Contingent purchase price 24,650 Deferred Revenue 723 Contingent purchase price – noncurrent 11,135 Current liabilities held for sale 60,580 Contingent purchase price – noncurrent — Total liabilities held for sale $ 60,580 Depreciation and amortization was ceased upon determination that the held for sale criteria were met in the fourth quarter of 2017. The significant cash flow items from discontinued operations for years ended 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Amortization from discontinued operations $ — $ 10,638 $ 17,858 Changes in contingent purchase price — (3,456 ) 53,249 Gain on sale of business (168,955 ) — — Reserve for excess or obsolete inventory — (435 ) (2,066 ) Proceeds from sale of business 166,383 — — Payments on contingent purchase price — (63,066 ) (10,449 ) 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. 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 2018 , 2017 and 2016 . The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for year ended December 31, 2016 . Year Ended December 31, 2016 (In thousands) Net product revenues $ 1,275 Operating expenses: Cost of product revenue 1,424 Research and development 90 Selling, general and administrative 542 Total operating expenses 2,056 Income (loss) from operations (781 ) Gain from sale of business 1,004 Other expense, net (39 ) Income (loss) from discontinued operations before income taxes 184 Benefit for income taxes — Income (loss) from discontinued operations, net of tax $ 184 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. The significant cash flow items from discontinued operations for year ended December 31, 2016 was as follows: Year Ended December 31, 2016 (In thousands) Gain on sale of business (1,004 ) Proceeds from sale of business 174,068 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Arrangement Involving the Company’s Executive Officers In January 2018, Christopher Cox, the Company’s executive vice president and chief corporate development officer, rejoined the law firm Cadwalader, Wickersham & Taft LLP (Cadwalader) as a partner. Mr. Cox remains employed with the Company and continues to lead certain company functions and initiatives, including corporate strategy, business development and investor relations. Stephen Rodin, the Company’s executive vice president, general counsel and secretary, has been, and will continue to be, responsible for the retention and management of outside counsel. Since 2015, the Company has retained Cadwalader as corporate and transactional legal counsel. The Company and Cadwalader have agreed on certain procedures to address potential conflicts that may arise out of Mr. Cox’s dual roles. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. |
Investments | The Company accounts for its common stock investment in Melinta at fair value with changes in fair value recorded in the statement of operations. The Company accounts for its common stock investment in a minority interest of a company that does not have a readily determinable fair value over which it does not exercise significant influence using a measurement alternative to fair value. Under this alternative, the Company measures its investment at cost less any impairment adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. |
Inventory | The Company records inventory upon the transfer of title from the Company’s vendors. Inventory is stated at the lower of cost or net realizable value and valued using first-in, first-out methodology. Angiomax 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. |
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 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 and 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, which in each case are reflected as contingent purchase price from sale of businesses on the accompanying consolidated balance sheets. The Company also has contingent assets for royalties associated with the sale of the infectious disease business to Melinta, which is reflected as contingent purchase price from sale of business on the accompanying consolidated balance sheets. See Note 22, “Discontinued Operations,” for further discussion regarding the sale of the infectious disease business. In determining the fair value of these sales milestones and royalties, 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 or royalties earned. 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 then discounted the expected future value of the earn-out payments using a risk-adjusted discount rate. The Company will recognize any increases in the carrying amount when the milestones or royalties are achieved and reduce the carrying amount as payments are received. The Company will recognize an impairment of the carrying amount when it determines it is probable that the asset has been impaired and the amount of the loss can be reasonably estimated. In the fourth quarter of 2017, the Company determined that it was probable that the carrying value of the contingent purchase price from the sale of the Hemostasis Business was fully impaired as a result of the discontinuation of Raplixa by Mallinckrodt, and recorded an impairment charge of $63.0 million . In 2018, the Company noted no indicators of impairment of the carrying amount of the contingent assets. In addition, the Company determined that the fair values of these contingent assets are not readily determinable as the estimated future net sales of each of the respective products are determined by the future actions of such parties. |
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, restricted cash 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 an asset has been impaired or 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 and Cost of Revenues | On January 1, 2018, the Company adopted FASB’s new accounting standard that amends prior guidance for the recognition of revenue from contracts with customers to transfer goods and services by using the modified-retrospective method applied to those contracts that were not completed as of January 1, 2018. The results for the reporting period beginning on January 1, 2018, are presented in accordance with the new standard, although comparative information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. Upon adoption, the Company recorded a net increase of $0.2 million to accumulated deficit on its consolidated balance sheet due to the cumulative impact of adopting the new standard, with the impact due to the acceleration of deferred revenue offset by the recognition of the related product costs that were previously classified within prepaid expenses and other current assets on the Company’s consolidated balance sheets. The adoption of this new standard had an immaterial impact on the Company’s reported total revenues as compared to what reported amounts would have been under the prior standard, and the impact of adoption in future periods is expected to be immaterial. The Company’s accounting policies under the new standard were applied prospectively and are noted below. Revenue is recognized upon transfer of control of a product to the customer, generally upon delivery, based on an amount that reflects the consideration the Company expects to be entitled to, which includes estimates of variable consideration that result from rebates, wholesaler chargebacks, discounts, fee-for-service charges and returns. 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. The specific considerations the Company uses in estimating these components of variable consideration 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, 2018 and 2017 , the Company’s accrual for product returns was $2.5 million and $4.3 million , respectively. • Chargebacks and rebates. Although the Company primarily sells Angiomax 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 Angiomax. Based on these agreements, most of the Company’s hospital customers have the right to receive a discounted price for Angiomax and volume-based rebates on Angiomax 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 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 $1.2 million and $5.9 million at December 31, 2018 and 2017 , respectively. The Company’s allowance for rebates was not material at December 31, 2018 and 2017 . • Fees-for-service. The Company offers discounts to certain wholesalers, Cardinal Health Inc. 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 $0.3 million and $0.9 million at December 31, 2018 and 2017 , respectively. The Company has adjusted its estimates of variable consideration for product returns, rebates and fees-for-service in the past based on actual sales experience, and the Company will likely be required to make adjustments to these allowances and accruals in the future. The Company continually monitors its allowances and accruals and makes adjustments when it believes actual experience may differ from its estimates. Cost of revenues consists of expenses in connection with the manufacture of Angiomax, Cleviprex, ready-to-use Argatroban, Kengreal and Ionsys, royalty expenses under the Company’s agreements with Biogen Idec (Biogen) and Health Research Inc. (HRI) related to Angiomax, with AstraZeneca AB (AstraZeneca) related to Cleviprex and with Eagle Pharmaceuticals, Inc. (Eagle) related to ready-to-use Argatroban and the logistics costs related to Angiomax, Cleviprex, ready-to-use Argatroban, Kengreal and Ionsys 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. |
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. Prior to the sale of the pre-clinical infectious disease assets, the Company performed research and development for US government agencies under a cost-reimbursable contract in which the Company was reimbursed for direct costs incurred plus allowable indirect costs. The Company recognized the reimbursements under research contracts when a contract was executed, the contract price was fixed and determinable, delivery of services or products had occurred and collection of the contract price was 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 (loss) 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, and the utilization of current period losses against a discrete provision from the sale of discontinued operations. 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 foreign currency translation. |
Recent Accounting Pronouncements | In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU No. 2016-01). ASU No. 2016-01 amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in a company’s results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. On January 1, 2018, the Company adopted this guidance and there was no material impact on the Company’s consolidated balance sheet as of January 1, 2018. See Note 5, “Cash and Cash Equivalents, Investments and Restricted Cash,” for further details. 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. On January 1, 2018 the Company adopted this standard, which did not have a material 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. On January 1, 2018, the Company adopted this standard and began classifying restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on its consolidated statements of cash flows on a retrospective basis to all periods presented. 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. On January 1, 2018, the Company adopted this standard prospectively and the Company applied this guidance to divestitures during the current year. In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other, Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment test. Under the revised test, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for any interim or annual impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company early adopted this guidance for its 2018 annual goodwill impairment test and this guidance did not have an impact on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU No. 2016-02). ASU No. 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt the new standard in the first quarter of 2019. The Company plans to elect the practical expedients upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company will not reassess whether any contracts entered into prior to adoption are leases. Additionally, the Company will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. The Company has finalized its inventory of leases, accumulated the data necessary to apply the amended guidance and is in the process of finalizing the measurements of its right-of-use assets and lease obligations. The Company anticipates that the adoption of the amended lease guidance will result in an increase to the assets and liabilities on the consolidated balance sheet, however it does not expect the adoption of this standard to have a material impact on the consolidated statement of operations. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies disclosure requirements on fair value measurements. This ASU is effective for public companies for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, 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. |
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 Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 (amounts in thousands): Cash Discounts Returns Chargebacks Rebates Fees-for- Service Balance at January 1, 2016 $ 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 Allowances for sales during 2017 1,746 4,439 17,395 271 3,085 Actual credits issued for prior year’s sales (281 ) (1,464 ) (1,246 ) (15 ) (865 ) Actual credits issued for sales during 2017 (775 ) (220 ) (12,172 ) (126 ) (2,152 ) Balance at December 31, 2017 971 4,339 5,872 145 894 Allowances for sales during 2018 126 4,978 8,297 115 811 Actual credits issued for prior year’s sales (607 ) (2,630 ) (5,872 ) (145 ) (894 ) Actual credits issued for sales during 2018 (228 ) (4,166 ) (7,123 ) (115 ) (536 ) Balance at December 31, 2018 $ 262 $ 2,521 $ 1,174 $ — $ 275 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following: Estimated December 31, Life (Years) 2018 2017 (In thousands) Furniture, fixtures and equipment 2-15 $ 5,840 $ 20,603 Computer software 2-5 2,590 3,524 Computer hardware 2-5 2,489 3,054 Leasehold improvements 2-15 32,633 33,064 43,552 60,245 Less: Accumulated depreciation (34,680 ) (42,991 ) $ 8,872 $ 17,254 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The major classes of inventory were as follows: 2018 2017 (In thousands) Raw materials $ 864 $ 1,389 Work-in-progress — 3,608 Finished goods — 562 Total $ 864 $ 5,559 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2018 and 2017 : 2018 2017 (In thousands) Royalties $ — $ 1,039 Research and development services 19,863 43,496 Compensation related 10,918 25,621 Product returns, rebates and other fees 2,822 5,363 Legal, accounting and other 10,939 6,162 Manufacturing, logistics and related fees 230 1,984 Sales and marketing 3,058 1,875 Interest 9,886 9,657 Total $ 57,716 $ 95,197 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The 2022 Notes consist of the following: Liability component December 31, 2018 December 31, 2017 (In thousands) Principal $ 399,997 $ 399,997 Less: Debt discount, net (1) (48,810 ) (62,747 ) Net carrying amount $ 351,187 $ 337,250 _______________________________________ (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 2023 Notes consist of the following: Liability component December 31, 2018 December 31, 2017 (in thousands) Principal $ 402,500 $ 402,500 Less: Debt discount, net (1) (76,925 ) (90,552 ) Net carrying amount $ 325,575 $ 311,948 _______________________________________ (1) Included in the accompanying 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 2024 Notes consist of the following: Liability component December 31, 2018 December 31, 2017 (in thousands) Principal $ 163,000 $ — Less: Debt discount, net(1) (47,010 ) — Net carrying amount $ 115,990 $ — _______________________________________ (1) Included in the accompanying consolidated balance sheets within convertible senior notes (due 2024) and amortized to interest expense over the remaining life of the 2024 Notes using the effective interest rate method. |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2023 Notes: Years Ended December 31, 2018 2017 2016 (in thousands) Contractual interest expense $ 11,069 $ 11,060 $ 6,158 Amortization of debt discount 13,627 12,610 6,648 Total $ 24,696 $ 23,670 $ 12,806 Effective interest rate of the liability component 7.5 % 7.5 % 7.5 % The following table sets forth total interest expense recognized related to the 2017 Notes: Years Ended December 31, 2018 2017 2016 (In thousands) Contractual interest expense $ — $ 315 $ 2,101 Amortization of debt discount — 1,251 7,395 Total $ — $ 1,566 $ 9,496 Effective interest rate of the liability component — % 6.02 % 6.02 % The following table sets forth total interest expense recognized related to the 2024 Notes: Years Ended December 31, 2018 2017 2016 (in thousands) Contractual interest expense $ 285 $ — $ — Amortization of debt discount 358 — — Total $ 643 $ — $ — Effective interest rate of the liability component 10.4 % — % — % The following table sets forth total interest expense recognized related to the 2022 Notes: Years Ended December 31, 2018 2017 2016 (In thousands) Contractual interest expense $ 10,000 $ 10,000 $ 10,000 Amortization of debt discount 13,937 13,007 12,139 Total $ 23,937 $ 23,007 $ 22,139 Effective interest rate of the liability component 6.50 % 6.50 % 6.50 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 : Number of Shares Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance at January 1, 2018 7,043,490 $ 33.40 Granted 4,720,429 $ 27.22 Exercised (581,680 ) $ 25.23 Forfeited and expired (1,333,824 ) $ 39.64 Outstanding, December 31, 2018 9,848,415 $ 30.06 6.94 $ 2,674,331 Vested and expected to vest, December 31, 2018 9,198,553 $ 30.18 6.77 $ 2,674,331 Exercisable, December 31, 2018 4,345,054 $ 30.85 4.18 $ 2,674,331 Available for future grant at December 31, 2018 4,706,789 |
Schedule of Valuation Assumptions | 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, 2018 2017 2016 Expected dividend yield — % — % — % Expected stock price volatility 41.24 % 43.03 % 48.80 % Risk-free interest rate 2.02 % 0.89 % 0.34 % Expected option term (years) 0.5 0.5 0.5 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, 2018 2017 2016 Expected dividend yield — % — % — % Expected stock price volatility 41.31 % 39.14 % 37.90 % Risk-free interest rate 2.76 % 1.87 % 1.25 % Expected option term (years) 5.18 5.00 4.93 |
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, 2018 : Number of Shares Weighted Average Grant-Date Fair Value Balance at January 1, 2018 369,328 $ 40.37 Awarded 137,822 32.67 Vested (180,374 ) 37.42 Forfeited (84,800 ) 42.91 Outstanding, December 31, 2018 241,976 $ 37.29 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands, except per share amounts) Amounts attributable to The Medicines Company: (Loss) income from continuing operations $ (235,216 ) $ (607,695 ) $ 20,564 Income (loss) from discontinued operations, net of tax 112,060 (100,678 ) (139,682 ) Net loss attributable to The Medicines Company $ (123,156 ) $ (708,373 ) $ (119,118 ) . Weighted average common shares outstanding, basic 73,571 72,356 69,909 Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes — — 3,113 Weighted average common shares outstanding, diluted 73,571 72,356 73,022 Basic (loss) earnings per common share: (Loss) earnings from continuing operations $ (3.20 ) $ (8.40 ) $ 0.29 Earnings (loss) from discontinued operations 1.52 (1.39 ) (2.00 ) Basic loss per share $ (1.68 ) $ (9.79 ) $ (1.71 ) Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (3.20 ) $ (8.40 ) $ 0.28 Earnings (loss) from discontinued operations 1.52 (1.39 ) (1.91 ) Diluted loss per share $ (1.68 ) $ (9.79 ) $ (1.63 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefit From (Provision For) Income Taxes | The benefit from (provision for) income taxes for continuing operations in 2018 , 2017 and 2016 consists of current and deferred federal, state and foreign taxes based on income as follows: 2018 2017 2016 (In thousands) Current: Federal $ — $ 4,859 $ — State (18 ) (31 ) (33 ) Foreign (111 ) 1,757 (34 ) (129 ) 6,585 (67 ) Deferred: Federal $ 34,914 $ 88,556 $ — State 16,103 1,435 — Foreign — — — 51,017 89,991 — Total benefit from (provision for) taxes $ 50,888 $ 96,576 $ (67 ) |
Schedule of Components of Loss From Continuing Operations | The components of (loss) income from continuing operations attributable to The Medicines Company before income taxes consisted of: 2018 2017 2016 (In thousands) Domestic $ (283,616 ) $ (704,814 ) $ 22,289 International (2,488 ) 543 (1,712 ) Total $ (286,104 ) $ (704,271 ) $ 20,577 |
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 21% in 2018 , and 35% in 2017 , and 2016 to income before income taxes is as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Statutory rate applied to pre-tax (loss) income from continuing operations $ (60,082 ) $ (246,495 ) $ 7,202 (Deduct) add: State income taxes, net of federal benefit (12,707 ) (913 ) 21 Foreign 597 53 442 Revaluation of contingent purchase price (3,952 ) (5,366 ) (10,244 ) Tax credits (3,707 ) (3,539 ) (967 ) Meals and entertainment 30 372 605 Uncertain tax positions 741 (1,635 ) (2,064 ) Loss on extinguishment of debt — — 1,403 Loss on ACC goodwill — — 11,834 Excess stock option benefit 1,585 (4,589 ) — Change in federal tax rate due to the Tax Cuts and Jobs Act — 126,502 — Other 587 785 (485 ) Tax (provision) benefit of operating loss carryforwards — 11,509 (105,045 ) Valuation allowances 26,020 26,740 97,365 Income tax benefit $ (50,888 ) $ (96,576 ) $ 67 |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets are as follows: December 31, 2018 2017 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 313,620 $ 235,852 Tax credits 23,051 20,096 Intangible assets 14,300 — Stock based compensation 23,751 19,611 Fixed assets 997 — Other 30,372 26,113 Total deferred tax assets 406,091 301,672 Valuation allowance (285,797 ) (239,536 ) Total deferred tax assets net of valuation allowance 120,294 62,136 Deferred tax liabilities: Fixed assets $ — $ (568 ) Intangible assets — (30,664 ) Convertible debt (42,620 ) (30,904 ) Deferred gain on installment sale (77,674 ) — Total deferred tax liabilities (120,294 ) (62,136 ) Net deferred tax liabilities $ — $ — |
Summary of Operating Loss Carryforwards | At December 31, 2018 , 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) 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 293,661 1,739 2037 422,478 3,507 2038 — 3,714 Unlimited 153,106 — $ 1,159,356 $ 26,773 |
Summary of Tax Credit Carryforwards | At December 31, 2018 , 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) 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 293,661 1,739 2037 422,478 3,507 2038 — 3,714 Unlimited 153,106 — $ 1,159,356 $ 26,773 |
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, 2016 $ 8,083 Additions related to current year tax positions 193 Reductions for prior year tax positions (2,258 ) Balance at December 31, 2016 6,018 Additions related to current year tax positions 708 Reductions for prior year tax positions (2,843 ) Balance at December 31, 2017 3,883 Additions related to current year tax positions 741 Reductions for prior year tax positions — Balance at December 31, 2018 $ 4,624 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 8 , “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, 2018 and 2017 , by level, within the fair value hierarchy: As of December 31, 2018 As of December 31, 2017 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) 2018 (Level 1) (Level 2) (Level 3) 2017 (In thousands) Assets: Cash equivalents $ 12,298 $ — $ — $ 12,298 $ 12,100 $ — $ — $ 12,100 Short-term investments 2,627 — — 2,627 — — — — Total assets at fair value $ 14,925 $ — $ — $ 14,925 $ 12,100 $ — $ — $ 12,100 Liabilities: Contingent purchase price $ — $ — $ — $ — $ — $ — $ 19,650 $ 19,650 Total liabilities at fair value $ — $ — $ — $ — $ — $ — $ 19,650 $ 19,650 |
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, 2017 Valuation Technique Unobservable Input Range (Weighted Average) (In thousands) Rempex: Contingent purchase price: Event-based milestones $ 19,650 Probability-adjusted discounted cash flow Probabilities of successes 18% - 90% (71%) Period in which milestones are expected to be achieved 2018 - 2024 Discount rate 4.8% - 7.5% |
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, 2018 and 2017 were as follows: December 31, 2018 2017 (In thousands) Balance at beginning of period $ 19,650 $ 31,832 Payments (570 ) — Fair value adjustments to contingent purchase prices included in net loss (258 ) (12,182 ) Sale of Pre-clinical Infectious Disease Assets (18,822 ) — Balance at end of period $ — $ 19,650 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | The following tables set forth details regarding the activities described above during the years ended December 31, 2018 and 2017: Balance as of January 1, 2018 Expenses, Net Cash Noncash Balance as of December 31, 2018 (in thousands) Employee severance and other personnel benefits: 2018 Workforce reduction $ — $ 12,956 $ (8,666 ) $ (1,956 ) $ 2,334 Total $ — $ 12,956 $ (8,666 ) $ (1,956 ) $ 2,334 Balance as of January 1, 2017 Expenses, Net Cash Noncash Balance as of December 31, 2017 (in thousands) Employee severance and other personnel benefits: 2017 Workforce reduction $ — $ 5,897 $ (5,768 ) $ (129 ) $ — 2016 Workforce reduction 1,854 — (1,038 ) (816 ) — Total $ 1,854 $ 5,897 $ (6,806 ) $ (945 ) $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Estimated Contractual Obligations | Future estimated contractual obligations as of December 31, 2018 are: Contractual Obligations (1) Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Total (In thousands) Inventory related commitments $ 1,038 $ — $ — $ — $ 1,038 Research and development 60,933 40,967 31,643 14,583 148,126 Operating leases 8,100 16,301 16,731 17,931 59,063 Selling, general and administrative 916 — — — 916 Total contractual obligations $ 70,987 $ 57,268 $ 48,374 $ 32,514 $ 209,143 _______________________________________ (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 8 “Convertible Senior Notes” for further details. |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue by Major Geographic Region | Years Ended December 31, 2018 2017 2016 (In thousands) Net revenue: United States $ 5,863 95.5 % $ 37,131 82.9 % $ 131,572 91.9 % Europe — — % 7,239 16.2 % 9,331 6.5 % Other 275 4.5 % 419 0.9 % 2,258 1.6 % Total net revenue $ 6,138 $ 44,789 $ 143,161 |
Assets by Major Geographic Region | Years Ended December 31, 2018 2017 (In thousands) Long-lived assets: United States $ 541,268 99.0 % $ 308,843 99.7 % Europe 5,615 1.0 % 836 0.3 % Total long-lived assets $ 546,883 $ 309,679 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following table provides a reconciliation of the components of accumulated other comprehensive loss , 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, 2016 $ 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 loss (9,403 ) (49 ) (9,452 ) Balance at December 31, 2016 $ (5,479 ) $ — $ (5,479 ) Other comprehensive income before reclassifications 296 — 296 Total other comprehensive income 296 — 296 Balance at December 31, 2017 $ (5,183 ) $ — $ (5,183 ) Other comprehensive loss before reclassifications (576 ) — (576 ) Amounts reclassified from accumulated other comprehensive income (1) (2) 1,183 — 1,183 Total other comprehensive income 607 — 607 Balance at December 31, 2018 $ (4,576 ) $ — $ (4,576 ) (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 22, “Discontinued Operations,” for a discussion of this reclassification of foreign currency translation adjustment. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 . Three Months Ended March 31, 2018 June 30, 2018 Sept. 30, 2018 Dec. 31, 2018 March 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 (1) (2) (3) (4) (In thousands, except per share data) Net revenues $ 7,771 $ 1,667 $ (3,300 ) $ — $ 17,465 $ 10,861 $ 7,868 $ 8,595 Cost of revenues 2,737 2,931 890 697 9,978 12,490 4,287 20,438 Total operating expenses 72,054 54,238 45,525 25,732 76,879 393,195 71,129 168,682 Loss from operations (64,283 ) (52,571 ) (48,825 ) (25,732 ) (59,414 ) (382,334 ) (63,261 ) (160,087 ) Loss from continuing operations attributable to The Medicines Company $ (84,836 ) $ (54,453 ) $ (51,635 ) $ (44,292 ) $ (70,996 ) $ (370,065 ) $ (7,218 ) $ (159,416 ) (Loss) income from discontinued operations, net of tax attributable to The Medicines Company 113,985 256 (3,999 ) 1,818 (31,674 ) (27,203 ) (22,957 ) (18,844 ) Net (loss) income attributable to The Medicines Company $ 29,149 $ (54,197 ) $ (55,634 ) $ (42,474 ) $ (102,670 ) $ (397,268 ) $ (30,175 ) $ (178,260 ) Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (1.14 ) $ (0.74 ) $ (0.70 ) $ (0.60 ) $ (1.00 ) $ (5.15 ) $ (0.10 ) $ (2.19 ) (Loss) income from discontinued operations 1.54 — (0.05 ) 0.02 (0.45 ) (0.38 ) (0.32 ) (0.26 ) Diluted loss per share $ 0.40 $ (0.74 ) $ (0.75 ) $ (0.58 ) $ (1.45 ) $ (5.53 ) $ (0.42 ) $ (2.45 ) ______________________________________ (1) In January 2018, the Company completed the sale of its infectious disease business, consisting of the products Vabomere, Orbactiv and Minocin IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta. The Company recorded a pre-tax gain on the sale of the business of approximately $169.0 million . See Note 22 “Discontinued Operations” for further details. (2) In October 2018, the Company sold to Qpex certain pre-clinical infectious disease assets not acquired by Melinta. The Company recorded a pre-tax gain on the sale of the assets of approximately $21.6 million . See Note 21 “Dispositions” for further details. (3) In June 2017, the Company commenced a voluntary discontinuation and withdrawal of Ionsys from the market and ceased related commercialization activities, with the regulatory authorizations for Ionsys remaining open. Concurrent with this market withdrawal, the Company commenced a workforce reduction, which resulted in the reduction of 57 employees, representing approximately 15% of the Company’s workforce at that time. The Company recorded a pre-tax charge of approximately $276.9 million associated with the discontinuation and market withdrawal of Ionsys in the United States market. In August 2017, the Company announced that it discontinued the clinical development program for MDCO-700 and recorded the following non-cash adjustments during the second quarter of 2017: $65.0 million of asset impairment charges to IPR&D acquired from Annovation, a $14.7 million decrease in the carrying value of the contingent purchase price to an estimated fair value of zero , and a $23.0 million benefit for income taxes due to a reduction in the Company’s recorded valuation allowance against its deferred tax assets as a result of the impairment charge. (4) In the fourth quarter of 2017, the Company decreased the carrying value of the contingent purchase price from the sale of the Hemostasis Business by $63.0 million as a result of the discontinuation of Raplixa by Mallinckrodt. |
Dispositions (Tables)
Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 significant cash flow items from discontinued operations for year ended December 31, 2016 was as follows: Year Ended December 31, 2016 (In thousands) Gain on sale of business (1,004 ) Proceeds from sale of business 174,068 The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for year ended December 31, 2016 . Year Ended December 31, 2016 (In thousands) Net product revenues $ 1,275 Operating expenses: Cost of product revenue 1,424 Research and development 90 Selling, general and administrative 542 Total operating expenses 2,056 Income (loss) from operations (781 ) Gain from sale of business 1,004 Other expense, net (39 ) Income (loss) from discontinued operations before income taxes 184 Benefit for income taxes — Income (loss) from discontinued operations, net of tax $ 184 The following table presents key financial results of the infectious disease business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands) Net product revenues $ (107 ) $ 34,622 $ 24,673 Operating expenses: Cost of product revenue 197 20,060 10,693 Research and development 1,546 39,984 47,155 Selling, general and administrative 4,032 74,346 106,670 Total operating expenses 5,775 134,390 164,518 Loss from operations (5,882 ) (99,768 ) (139,845 ) Gain from sale of business 168,955 — — Other income (expense), net 17 (906 ) (19 ) Income (loss) from discontinued operations before income taxes 163,090 (100,674 ) (139,864 ) Provision for income taxes 51,030 4 2 Loss from discontinued operations, net of tax $ 112,060 $ (100,678 ) $ (139,866 ) The following table presents the major classes of assets and liabilities at December 31, 2017 related to the infectious disease business which were reclassified as held for sale: December 31, 2017 (In thousands) Assets: Accounts receivable, net $ 9,595 Inventory 41,412 Other receivables 2,740 Intangibles, net 282,398 Goodwill 55,057 Current assets held for sale 391,202 Intangibles, net — Goodwill — Total assets held for sale $ 391,202 Liabilities: Accounts payable $ 1,127 Accrued expenses 22,945 Contingent purchase price 24,650 Deferred Revenue 723 Contingent purchase price – noncurrent 11,135 Current liabilities held for sale 60,580 Contingent purchase price – noncurrent — Total liabilities held for sale $ 60,580 Depreciation and amortization was ceased upon determination that the held for sale criteria were met in the fourth quarter of 2017. The significant cash flow items from discontinued operations for years ended 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Amortization from discontinued operations $ — $ 10,638 $ 17,858 Changes in contingent purchase price — (3,456 ) 53,249 Gain on sale of business (168,955 ) — — Reserve for excess or obsolete inventory — (435 ) (2,066 ) Proceeds from sale of business 166,383 — — Payments on contingent purchase price — (63,066 ) (10,449 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 significant cash flow items from discontinued operations for year ended December 31, 2016 was as follows: Year Ended December 31, 2016 (In thousands) Gain on sale of business (1,004 ) Proceeds from sale of business 174,068 The following table presents key financial results of the Hemostasis business included in “ Income (loss) from discontinued operations, net of tax ” for year ended December 31, 2016 . Year Ended December 31, 2016 (In thousands) Net product revenues $ 1,275 Operating expenses: Cost of product revenue 1,424 Research and development 90 Selling, general and administrative 542 Total operating expenses 2,056 Income (loss) from operations (781 ) Gain from sale of business 1,004 Other expense, net (39 ) Income (loss) from discontinued operations before income taxes 184 Benefit for income taxes — Income (loss) from discontinued operations, net of tax $ 184 The following table presents key financial results of the infectious disease business included in “ Income (loss) from discontinued operations, net of tax ” for years ended 2018 , 2017 and 2016 . Year Ended December 31, 2018 2017 2016 (In thousands) Net product revenues $ (107 ) $ 34,622 $ 24,673 Operating expenses: Cost of product revenue 197 20,060 10,693 Research and development 1,546 39,984 47,155 Selling, general and administrative 4,032 74,346 106,670 Total operating expenses 5,775 134,390 164,518 Loss from operations (5,882 ) (99,768 ) (139,845 ) Gain from sale of business 168,955 — — Other income (expense), net 17 (906 ) (19 ) Income (loss) from discontinued operations before income taxes 163,090 (100,674 ) (139,864 ) Provision for income taxes 51,030 4 2 Loss from discontinued operations, net of tax $ 112,060 $ (100,678 ) $ (139,866 ) The following table presents the major classes of assets and liabilities at December 31, 2017 related to the infectious disease business which were reclassified as held for sale: December 31, 2017 (In thousands) Assets: Accounts receivable, net $ 9,595 Inventory 41,412 Other receivables 2,740 Intangibles, net 282,398 Goodwill 55,057 Current assets held for sale 391,202 Intangibles, net — Goodwill — Total assets held for sale $ 391,202 Liabilities: Accounts payable $ 1,127 Accrued expenses 22,945 Contingent purchase price 24,650 Deferred Revenue 723 Contingent purchase price – noncurrent 11,135 Current liabilities held for sale 60,580 Contingent purchase price – noncurrent — Total liabilities held for sale $ 60,580 Depreciation and amortization was ceased upon determination that the held for sale criteria were met in the fourth quarter of 2017. The significant cash flow items from discontinued operations for years ended 2018 , 2017 and 2016 were as follows: Year Ended December 31, 2018 2017 2016 (In thousands) Amortization from discontinued operations $ — $ 10,638 $ 17,858 Changes in contingent purchase price — (3,456 ) 53,249 Gain on sale of business (168,955 ) — — Reserve for excess or obsolete inventory — (435 ) (2,066 ) Proceeds from sale of business 166,383 — — Payments on contingent purchase price — (63,066 ) (10,449 ) |
Significant Accounting Polici_4
Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 1,380,724 | $ 1,257,356 | |
Cash and cash equivalents | $ 238,310 | $ 151,359 | $ 541,835 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)reporting_unitsegment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Number of reporting units | reporting_unit | 1 | ||||||||||
Concentration of risk, cash and cash equivalents | $ 12,300 | $ 12,300 | $ 12,100 | ||||||||
Net revenues | $ 0 | $ (3,300) | $ 1,667 | $ 7,771 | 8,595 | $ 7,868 | $ 10,861 | $ 17,465 | $ 6,138 | 44,789 | 143,161 |
Product return period | 18 months | ||||||||||
Product return period prior to label expiration date | 6 months | ||||||||||
Product return period after label expiration date | 12 months | ||||||||||
Fees for service discount settlement period | 60 days | ||||||||||
Advertising costs | $ 0 | 0 | |||||||||
Cash and cash equivalents | 238,310 | $ 151,359 | $ 238,310 | $ 151,359 | 541,835 | ||||||
Integrated Commercialization Solutions, Inc | Customer Concentration Risk | Gross accounts receivable [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk, percentage | 27.00% | ||||||||||
Accounts receivable, gross | 2,900 | ||||||||||
Sandoz | Customer Concentration Risk | Net product revenues [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk, percentage | 143.00% | 81.00% | |||||||||
Sandoz | Customer Concentration Risk | Gross accounts receivable, related to royalty revenues [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration risk, percentage | 48.00% | ||||||||||
Accounts receivable, gross | 5,100 | ||||||||||
Hemostasis Business | Discontinued Operations, Disposed of by Sale | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Change in carrying value of contingent purchase price | $ 63,000 | ||||||||||
United States Government Agencies [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Research and development expense | $ 900 | $ 9,000 | $ 15,800 |
Significant Accounting Polici_6
Significant Accounting Policies - Contingent Purchase Price from Sale of Business (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Discontinued Operations, Disposed of by Sale | Hemostasis Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Change in carrying value of contingent purchase price | $ 63 |
Significant Accounting Polici_7
Significant Accounting Policies - Concentrations of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Concentration of risk, cash and cash equivalents | $ 12.3 | $ 12.1 | |
Net Revenues | Sandoz | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 143.00% | 81.00% | |
Gross Accounts Receivable | Integrated Commercialization Solutions, Inc | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 27.00% | ||
Gross accounts receivable | 2.9 | ||
Gross Accounts Receivable, Royalty Revenues | Sandoz | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 48.00% | ||
Gross accounts receivable | $ 5.1 |
Significant Accounting Polici_8
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Product return period | 18 months | |||||||||||
Accumulated deficit | $ 1,380,724 | $ 1,257,356 | $ 1,380,724 | $ 1,257,356 | ||||||||
Charge for divestiture | 0 | $ 3,300 | $ (1,667) | $ (7,771) | (8,595) | $ (7,868) | $ (10,861) | $ (17,465) | $ (6,138) | (44,789) | $ (143,161) | |
Product return period prior to label expiration date | 6 months | |||||||||||
Product return period after label expiration date | 12 months | |||||||||||
Accrual for product returns | 2,500 | 4,300 | $ 2,500 | 4,300 | ||||||||
Allowance for chargebacks | 1,200 | 5,900 | 1,200 | 5,900 | ||||||||
Allowance for rebates | 0 | 0 | 0 | 0 | ||||||||
Fee-for-service accrual | 300 | $ 900 | $ 300 | $ 900 | ||||||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Accumulated deficit | $ 200 | |||||||||||
Angiomax | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Charge for divestiture | $ 3,300 | |||||||||||
Minimum | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Payment term | 45 days | |||||||||||
Maximum | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Payment term | 120 days |
Significant Accounting Polici_9
Significant Accounting Policies - Sales Allowances and Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Discounts [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | $ 971 | $ 281 | $ 887 |
Allowances for sales, current period | 126 | 1,746 | 1,854 |
Actual credits issued for prior year’s sales | (607) | (281) | (887) |
Actual credits issued for sales, current period | (228) | (775) | (1,573) |
Balance end of period | 262 | 971 | 281 |
Returns [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 4,339 | 1,584 | 8,743 |
Allowances for sales, current period | 4,978 | 4,439 | (1,424) |
Actual credits issued for prior year’s sales | (2,630) | (1,464) | (5,233) |
Actual credits issued for sales, current period | (4,166) | (220) | (502) |
Balance end of period | 2,521 | 4,339 | 1,584 |
Chargebacks [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 5,872 | 1,895 | 15,716 |
Allowances for sales, current period | 8,297 | 17,395 | 36,197 |
Actual credits issued for prior year’s sales | (5,872) | (1,246) | (15,610) |
Actual credits issued for sales, current period | (7,123) | (12,172) | (34,408) |
Balance end of period | 1,174 | 5,872 | 1,895 |
Rebates [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 145 | 15 | 100 |
Allowances for sales, current period | 115 | 271 | (6) |
Actual credits issued for prior year’s sales | (145) | (15) | (50) |
Actual credits issued for sales, current period | (115) | (126) | (29) |
Balance end of period | 0 | 145 | 15 |
Fees-for-Service [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance beginning of period | 894 | 826 | 2,680 |
Allowances for sales, current period | 811 | 3,085 | 3,166 |
Actual credits issued for prior year’s sales | (894) | (865) | (2,655) |
Actual credits issued for sales, current period | (536) | (2,152) | (2,365) |
Balance end of period | $ 275 | $ 894 | $ 826 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 43,552 | $ 60,245 | |
Less: Accumulated depreciation | (34,680) | (42,991) | |
Fixed assets, net | 8,872 | 17,254 | |
Depreciation expense | 3,200 | 6,800 | $ 4,500 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 5,840 | 20,603 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 2,590 | 3,524 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 2,489 | 3,054 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 32,633 | $ 33,064 | |
Minimum | Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum | Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum | Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Minimum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 2 years | ||
Maximum | Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 15 years | ||
Maximum | Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 5 years | ||
Maximum | Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 5 years | ||
Maximum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated life | 15 years |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,389 | $ 864 |
Work-in-progress | 3,608 | 0 |
Finished goods | 562 | 0 |
Total | 5,559 | $ 864 |
Inventory write-down, obsolescence | $ 16,700 |
Cash, Cash Equivalents, Inves_2
Cash, Cash Equivalents, Investments and Restricted Cash (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 238,310 | $ 151,359 | $ 541,835 |
Cash | 226,000 | 139,300 | |
Fair value of investment | (2,627) | 0 | |
Loss on investments | 51,881 | 0 | 0 |
Restricted Cash | |||
Restricted cash | 6,710 | 5,541 | 5,032 |
Restricted cash reserved for foreign tax letter of credit | 6,300 | 4,100 | |
Cash reserved for other U.S. operating expenses | 400 | ||
Outstanding letter of credit | $ 1,000 | ||
Restricted cash guaranteed investment certificate used for collateral | 200 | ||
Restricted cash and cash equivalents, foreign tender | 300 | ||
Money Market Funds | |||
Cash and Cash Equivalents [Line Items] | |||
Cash equivalents | 12,300 | $ 12,100 | |
Melinta | |||
Cash and Cash Equivalents [Line Items] | |||
Fair value of investment | $ (2,600) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Intangible assets, amortization expense | $ 4,500 | $ 17,500 | ||
Goodwill | $ 200,571 | $ 200,571 | ||
Developed product rights | Ionsys | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment charge | $ 226,500 | |||
Product licenses | Ionsys | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment charge | 26,200 | |||
In Process Research and Development | Development of MDCO-700 | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 65,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Royalties | $ 0 | $ 1,039 |
Research and development services | 19,863 | 43,496 |
Compensation related | 10,918 | 25,621 |
Product returns, rebates and other fees | 2,822 | 5,363 |
Legal, accounting and other | 10,939 | 6,162 |
Manufacturing, logistics and related fees | 230 | 1,984 |
Sales and marketing | 3,058 | 1,875 |
Interest | 9,886 | 9,657 |
Total | $ 57,716 | $ 95,197 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | Jun. 01, 2017USD ($)shares | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($)day$ / shares | Jun. 30, 2016USD ($)day$ / shares | Jan. 31, 2015USD ($) | Jun. 30, 2012USD ($) | Dec. 31, 2018USD ($)day$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Net deferred tax liabilities | $ 0 | $ 0 | $ 0 | ||||||
Repurchase of debt | 0 | 55,000,000 | $ 323,225,000 | ||||||
Loss on extinguishment of debt | 0 | 0 | 5,380,000 | ||||||
Convertible Senior Notes Due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Difference between consideration transferred and liability component of debt | (1,031,000) | ||||||||
Convertible Senior Notes Due 2017 | |||||||||
Debt Instrument [Line Items] | |||||||||
Difference between consideration transferred and liability component of debt | $ (3,000) | 108,725,000 | |||||||
Senior Notes | Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | 163,000,000 | $ 163,000,000 | |||||||
Proceeds from offering | $ 157,500,000 | ||||||||
Trading period | day | 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% | 98.00% | |||||||
Conversion ratio | 0.0396920 | ||||||||
Conversion price (usd per share) | $ / shares | $ 25.19 | $ 25.19 | |||||||
Percent of principal amount plus accrued and unpaid interest | 100.00% | 100.00% | |||||||
Debt default principal amount percentage | 25.00% | ||||||||
Debt instrument, term | 5 years | ||||||||
Carrying amount of equity component | $ 41,900,000 | $ 41,900,000 | |||||||
Net deferred tax liabilities | $ 11,800,000 | $ 11,800,000 | |||||||
Remaining contractual life | 5 years | ||||||||
Senior Notes | Convertible Senior Notes Due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 402,500,000 | ||||||||
Interest rate | 2.75% | ||||||||
Proceeds from offering | $ 390,800,000 | ||||||||
Trading period | day | 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 days | day | 50 | ||||||||
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 | $ 101,000,000 | ||||||||
Net deferred tax liabilities | 33,500,000 | ||||||||
Remaining contractual life | 4 years 6 months | ||||||||
Senior Notes | Convertible Senior Notes Due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 400,000,000 | ||||||||
Interest rate | 2.50% | 2.50% | |||||||
Proceeds from offering | $ 387,200,000 | ||||||||
Trading period | day | 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% | 98.00% | |||||||
Conversion ratio | 0.0298806 | ||||||||
Conversion price (usd per share) | $ / shares | $ 33.47 | $ 33.47 | |||||||
Redemption trading period | 19 days | ||||||||
Percent of principal amount plus accrued and unpaid interest | 100.00% | 100.00% | |||||||
Debt default principal amount percentage | 25.00% | ||||||||
Debt instrument, term | 7 years | ||||||||
Carrying amount of equity component | $ 88,900,000 | $ 88,900,000 | |||||||
Net deferred tax liabilities | 31,800,000 | $ 31,800,000 | |||||||
Remaining contractual life | 3 years | ||||||||
Senior Notes | Convertible Senior Notes Due 2017 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 275,000,000 | ||||||||
Interest rate | 1.375% | ||||||||
Proceeds from offering | $ 266,200,000 | ||||||||
Conversion ratio | 0.0358038 | ||||||||
Repurchase of debt | $ 55,400,000 | 323,200,000 | |||||||
Debt, aggregate principal amount repurchased | 220,000,000 | ||||||||
Proceeds from bond hedge | $ 12,600,000 | ||||||||
Loss on extinguishment of debt | 5,400,000 | ||||||||
Difference between consideration transferred and liability component of debt | $ 108,700,000 | ||||||||
Common stock received upon settlement (in shares) | shares | 819,901 | ||||||||
Level 2 | Senior Notes | Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of debt | 159,900,000 | $ 159,900,000 | |||||||
Level 2 | Senior Notes | Convertible Senior Notes Due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of debt | 302,400,000 | 302,400,000 | |||||||
Level 2 | Senior Notes | Convertible Senior Notes Due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of debt | $ 333,300,000 | $ 333,300,000 | |||||||
Subsequent Event | Senior Notes | Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 9,500,000 | ||||||||
Interest rate | 3.50% | ||||||||
Proceeds from offering | $ 9,200,000 |
Convertible Senior Notes - Liab
Convertible Senior Notes - Liability Component (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | $ 163,000 | $ 0 |
Less: Debt discount, net | (47,010) | 0 |
Net carrying amount | 115,990 | 0 |
Convertible Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Principal | 402,500 | 402,500 |
Less: Debt discount, net | (76,925) | (90,552) |
Net carrying amount | 325,575 | 311,948 |
Convertible Senior Notes Due 2022 | ||
Debt Instrument [Line Items] | ||
Principal | 399,997 | 399,997 |
Less: Debt discount, net | (48,810) | (62,747) |
Net carrying amount | $ 351,187 | $ 337,250 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Amortization of debt discount | $ 27,922 | $ 26,868 | $ 26,182 |
Senior Notes | Convertible Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 285 | 0 | 0 |
Amortization of debt discount | 358 | 0 | 0 |
Total | $ 643 | $ 0 | $ 0 |
Effective interest rate of the liability component | 10.40% | 0.00% | 0.00% |
Senior Notes | Convertible Senior Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 10,000 | $ 10,000 | $ 10,000 |
Amortization of debt discount | 13,937 | 13,007 | 12,139 |
Total | $ 23,937 | $ 23,007 | $ 22,139 |
Effective interest rate of the liability component | 6.50% | 6.50% | 6.50% |
Senior Notes | Convertible Senior Notes Due 2017 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 0 | $ 315 | $ 2,101 |
Amortization of debt discount | 0 | 1,251 | 7,395 |
Total | $ 0 | $ 1,566 | $ 9,496 |
Effective interest rate of the liability component | 0.00% | 6.02% | 6.02% |
Senior Notes | Convertible Senior Notes Due 2023 | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 11,069 | $ 11,060 | $ 6,158 |
Amortization of debt discount | 13,627 | 12,610 | 6,648 |
Total | $ 24,696 | $ 23,670 | $ 12,806 |
Effective interest rate of the liability component | 7.50% | 7.50% | 7.50% |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call Transactions (Details) - Call Option - Senior Notes - Convertible Senior Notes Due 2023 - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Payment of capped calls | $ 33.9 | |
Cap price (usd per share) | $ 64.68 |
Convertible Senior Notes - Note
Convertible Senior Notes - Note Hedges (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2017 | Jun. 30, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Proceeds from settlement of bond hedges related to convertible senior notes | $ 0 | $ 0 | $ 100,459 | |||
Interest Rate Contract | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount of hedge | $ 58,200 | |||||
Shares exercisable upon conversion (in shares) | 2,000,000 | |||||
Common stock received upon settlement (in shares) | 820,161 | |||||
Common stock received upon settlement (usd per share) | $ 48.79 | |||||
Senior Notes | Convertible Senior Notes Due 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Debt, aggregate principal amount repurchased | $ 220,000 | |||||
Proceeds from settlement of bond hedges related to convertible senior notes | $ 100,500 | |||||
Common stock received upon settlement (in shares) | 819,901 |
Convertible Senior Notes - Warr
Convertible Senior Notes - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2012 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||||
Settlement of warrants | $ 0 | $ (2) | $ (87,874) | |||
2017 Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from sale of warrants | $ 38,400 | |||||
Shares exercisable upon conversion (in shares) | 2,000,000 | |||||
Exercise price of warrants (usd per share) | $ 34.20 | |||||
Warrants exercised (in shares) | 787,680 | |||||
Issuance of common stock (in shares) | 44,283 | |||||
Senior Notes | Convertible Senior Notes Due 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Debt, aggregate principal amount repurchased | $ 220,000 | |||||
Settlement of warrants | $ (87,900) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 01, 2017 | Jun. 30, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | 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) | 616,688 | 1,949,117 | 1,312,812 | |||
Employee stock purchases | $ 15,607,000 | $ 48,621,000 | $ 33,776,000 | |||
Issuance of restricted stock awards (in shares) | 53,022 | 166,103 | 132,344 | |||
Common stock, authorized (in shares) | 187,500,000 | 187,500,000 | ||||
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) | 3,013,143 | 3,013,143 | ||||
Interest Rate Contract | ||||||
Class of Stock [Line Items] | ||||||
Common stock received upon settlement (in shares) | 820,161 | |||||
Common stock received upon settlement (usd per share) | $ 48.79 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 18.1 | $ 31.5 | $ 31 |
Unrecognized compensation costs | $ 55.5 | ||
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 8 months 5 days | ||
Options granted (in shares) | 4,077,600 | ||
Unrecognized compensation cost, options, period of recognition | $ 36.4 | ||
Weighted average grant date fair value (usd per share) | $ 10.56 | $ 18.46 | $ 11.72 |
Intrinsic value, exercised in period | $ 5.7 | $ 34.1 | $ 12.7 |
Employee stock options | |||
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 | $ 10.9 | 22.6 | 23.2 |
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 9 months 15 days | ||
Options granted (in shares) | 4,720,429 | ||
Unrecognized compensation cost, options, period of recognition | $ 15.3 | ||
Employee stock options | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Employee stock options | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Director stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Cumulative awards granted (shares) | 32,017,673 | ||
Outstanding awards (shares) | 9,848,415 | ||
Share-based compensation expense | $ 5.1 | $ 6.5 | $ 6.6 |
Unrecognized compensation costs | $ 3.8 | ||
Unrecognized compensation cost, non-vested awards, period of recognition | 1 year 2 months 18 days | ||
Weighted average grant date fair value of shares awarded (usd per share) | $ 32.67 | $ 50.51 | $ 33.63 |
Shares vested in period, fair value | $ 5.8 | $ 8.4 | $ 8.7 |
2010 ESPP | |||
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) | 937,951 | ||
2010 ESPP | Employee stock purchase plan shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0.1 | $ 1 | $ 1.2 |
Stock issued (shares) | 35,008 | 94,473 | 136,378 |
Offering period | 6 months | ||
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grant (shares) | 4,706,789 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Granted (shares) | 4,077,600 |
Employee stock options | |
Number of Shares | |
Balance (shares) | 7,043,490 |
Granted (shares) | 4,720,429 |
Exercised (shares) | (581,680) |
Forfeited and expired (shares) | (1,333,824) |
Balance (shares) | 9,848,415 |
Vested and expected to vest (shares) | 9,198,553 |
Exercisable (shares) | 4,345,054 |
Weighted-Average Exercise Price Per Share | |
Balance (usd per share) | $ / shares | $ 33.40 |
Granted (usd per share) | $ / shares | 27.22 |
Exercised (usd per share) | $ / shares | 25.23 |
Forfeited and expired (usd per share) | $ / shares | 39.64 |
Balance (usd per share) | $ / shares | 30.06 |
Vested and expected to vest (usd per share) | $ / shares | 30.18 |
Exercisable (usd per share) | $ / shares | $ 30.85 |
Weighted- Average Remaining Contractual Term (Years) | |
Outstanding | 6 years 11 months 10 days |
Vested and expected to vest | 6 years 9 months 9 days |
Exercisable | 4 years 2 months 5 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 2,674,331 |
Vested and expected to vest | $ | 2,674,331 |
Exercisable | $ | $ 2,674,331 |
2013 Plan | |
Number of Shares | |
Available for future grant (shares) | 4,706,789 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 41.31% | 39.14% | 37.90% |
Risk-free interest rate | 2.76% | 1.87% | 1.25% |
Expected option term | 5 years 2 months 5 days | 5 years | 4 years 11 months 5 days |
2010 ESPP | Employee stock purchase plan shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 41.24% | 43.03% | 48.80% |
Risk-free interest rate | 2.02% | 0.89% | 0.34% |
Expected option term | 6 months | 6 months | 6 months |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Awards (Details) - Restricted stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Balance (shares) | 369,328 | ||
Awarded (shares) | 137,822 | ||
Vested (shares) | (180,374) | ||
Forfeited (shares) | (84,800) | ||
Balance (shares) | 241,976 | 369,328 | |
Weighted Average Grant-Date Fair Value | |||
Balance (usd per share) | $ 40.37 | ||
Awarded (usd per share) | 32.67 | $ 50.51 | $ 33.63 |
Vested (usd per share) | 37.42 | ||
Forfeited (usd per share) | 42.91 | ||
Balance (usd per share) | $ 37.29 | $ 40.37 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2012 |
Amounts attributable to The Medicines Company: | ||||||||||||||
(Loss) income from continuing operations | $ (44,292) | $ (51,635) | $ (54,453) | $ (84,836) | $ (159,416) | $ (7,218) | $ (370,065) | $ (70,996) | $ (235,216) | $ (607,695) | $ 20,564 | |||
Income (loss) from discontinued operations, net of tax | 1,818 | (3,999) | 256 | 113,985 | (18,844) | (22,957) | (27,203) | (31,674) | 112,060 | (100,678) | (139,682) | |||
Net loss attributable to The Medicines Company | $ (42,474) | $ (55,634) | $ (54,197) | $ 29,149 | $ (178,260) | $ (30,175) | $ (397,268) | $ (102,670) | $ (123,156) | $ (708,373) | $ (119,118) | |||
Weighted average common shares outstanding, basic (in shares) | 73,571,000 | 72,356,000 | 69,909,000 | |||||||||||
Plus: net effect of dilutive stock options, warrants, restricted common shares and shares issuable upon conversion of Notes (in shares) | 0 | 0 | 3,113,000 | |||||||||||
Weighted average common shares outstanding, diluted (in shares) | 73,571,000 | 72,356,000 | 73,022,000 | |||||||||||
Basic (loss) earnings per common share: | ||||||||||||||
(Loss) earnings from continuing operations (usd per share) | $ (3.20) | $ (8.40) | $ 0.29 | |||||||||||
Earnings (loss) from discontinued operations (usd per share) | 1.52 | (1.39) | (2) | |||||||||||
Basic loss per share (usd per share) | (1.68) | (9.79) | (1.71) | |||||||||||
Diluted (loss) earnings per common share: | ||||||||||||||
(Loss) earnings from continuing operations (usd per share) | $ (0.60) | $ (0.70) | $ (0.74) | $ (1.14) | $ (2.19) | $ (0.10) | $ (5.15) | $ (1) | (3.20) | (8.40) | 0.28 | |||
Earnings (loss) from discontinued operations (usd per share) | 0.02 | (0.05) | 0 | 1.54 | (0.26) | (0.32) | (0.38) | (0.45) | 1.52 | (1.39) | (1.91) | |||
Diluted loss per share (usd per share) | $ (0.58) | $ (0.75) | $ (0.74) | $ 0.40 | $ (2.45) | $ (0.42) | $ (5.53) | $ (1.45) | $ (1.68) | $ (9.79) | $ (1.63) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 15,601,378 | 12,803,033 | 3,724,272 | |||||||||||
2017 Warrants | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Shares exercisable upon conversion (in shares) | 2,000,000 | |||||||||||||
Exercise price of warrants (usd per share) | $ 34.20 | |||||||||||||
Convertible Senior Notes Due 2023 | Senior Notes | Call Option | ||||||||||||||
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 | Senior Notes | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Debt, aggregate principal amount repurchased | $ 220,000 | |||||||||||||
Common stock received upon settlement (in shares) | 819,901 | |||||||||||||
Interest Rate Contract | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Common stock received upon settlement (in shares) | 820,161 | |||||||||||||
Common stock received upon settlement (usd per share) | $ 48.79 | |||||||||||||
Shares exercisable upon conversion (in shares) | 2,000,000 |
Income Taxes - Benefit From (Pr
Income Taxes - Benefit From (Provision) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 4,859 | $ 0 |
State | (18) | (31) | (33) |
Foreign | (111) | 1,757 | (34) |
Total current | (129) | 6,585 | (67) |
Deferred: | |||
Federal | 34,914 | 88,556 | 0 |
State | 16,103 | 1,435 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred | 51,017 | 89,991 | 0 |
Total benefit from (provision for) taxes | $ 50,888 | $ 96,576 | $ (67) |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (283,616) | $ (704,814) | $ 22,289 |
International | (2,488) | 543 | (1,712) |
Total | $ (286,104) | $ (704,271) | $ 20,577 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate applied to pre-tax (loss) income from continuing operations | $ (60,082) | $ (246,495) | $ 7,202 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
State income taxes, net of federal benefit | (12,707) | (913) | 21 |
Foreign | 597 | 53 | 442 |
Revaluation of contingent purchase price | (3,952) | (5,366) | (10,244) |
Tax credits | (3,707) | (3,539) | (967) |
Meals and entertainment | 30 | 372 | 605 |
Uncertain tax positions | 741 | (1,635) | (2,064) |
Loss on extinguishment of debt | 0 | 0 | 1,403 |
Loss on ACC goodwill | 0 | 0 | 11,834 |
Excess stock option benefit | 1,585 | (4,589) | 0 |
Change in federal tax rate due to the Tax Cuts and Jobs Act | 0 | 126,502 | 0 |
Other | 587 | 785 | (485) |
Tax (provision) benefit of operating loss carryforwards | 0 | 11,509 | (105,045) |
Valuation allowances | 26,020 | 26,740 | 97,365 |
Income tax benefit | $ (50,888) | $ (96,576) | $ 67 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 313,620 | $ 235,852 |
Tax credits | 23,051 | 20,096 |
Intangible assets | 14,300 | 0 |
Stock based compensation | 23,751 | 19,611 |
Fixed assets | 997 | 0 |
Other | 30,372 | 26,113 |
Total deferred tax assets | 406,091 | 301,672 |
Valuation allowance | (285,797) | (239,536) |
Total deferred tax assets net of valuation allowance | 120,294 | 62,136 |
Deferred tax liabilities: | ||
Fixed assets | 0 | (568) |
Intangible assets | 0 | (30,664) |
Convertible debt | (42,620) | (30,904) |
Deferred gain on installment sale | (77,674) | 0 |
Total deferred tax liabilities | (120,294) | (62,136) |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Deferred income tax benefit | $ 51,017 | $ 89,991 | $ 0 |
Increase in valuation allowance | 46,300 | 76,600 | |
Valuation allowance | 285,797 | 239,536 | |
Measurement period adjustment | 126,500 | ||
Change in federal tax rate due to the Tax Cuts and Jobs Act | 0 | 126,502 | 0 |
Federal net operating loss carryforwards | 1,159,356 | ||
Decrease in unrecognized tax liability | 0 | 2,843 | 2,258 |
Unrecognized tax benefits, if recognized, would impact effective tax rate | 0 | 0 | $ 1,900 |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Federal net operating loss carryforwards | 17,600 | ||
Alternative Minimum Tax Credits | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward | $ (4,900) | ||
Ministry of Economic Affairs and Finance, Italy | |||
Income Tax Contingency [Line Items] | |||
Income tax assessment liability | 500 | ||
Decrease in unrecognized tax liability | $ 1,400 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss and Tax Credit Carryforwards, Expiration (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | $ 1,159,356 |
Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 26,773 |
2,027 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 6,256 |
2027 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 840 |
2,028 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 38,954 |
2028 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 2,108 |
2,029 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 4,755 |
2029 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,149 |
2,030 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 1,030 |
2030 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,162 |
2,031 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 605 |
2031 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,097 |
2,032 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 1,533 |
2032 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,666 |
2,033 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 37,209 |
2033 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,178 |
2,034 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 4,353 |
2034 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,861 |
2,035 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 195,416 |
2035 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 752 |
2,036 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 293,661 |
2036 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1,739 |
2,037 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 422,478 |
2037 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,507 |
2,038 | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 0 |
2038 | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 3,714 |
Unlimited | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforwards | 153,106 |
Unlimited | Federal Research and Development Tax Credit Carryforwards | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance | $ 3,883 | $ 6,018 | $ 8,083 |
Additions related to current year tax positions | 741 | 708 | 193 |
Reductions for prior year tax positions | 0 | (2,843) | (2,258) |
Balance | $ 4,624 | $ 3,883 | $ 6,018 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Contingent purchase price | $ 0 | $ 14,655 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 12,298 | 12,100 |
Short-term investments | 2,627 | 0 |
Total assets at fair value | 14,925 | 12,100 |
Liabilities: | ||
Contingent purchase price | 0 | 19,650 |
Total liabilities at fair value | 0 | 19,650 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 12,298 | 12,100 |
Short-term investments | 2,627 | 0 |
Total assets at fair value | 14,925 | 12,100 |
Liabilities: | ||
Contingent purchase price | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Short-term investments | 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 | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Contingent purchase price | 0 | 19,650 |
Total liabilities at fair value | $ 0 | $ 19,650 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Inputs (Details) - Rempex - Event-based milestones $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Contingent purchase price: Event-based milestones | $ 19,650 |
Measurement Input, Default Rate | Level 3 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Fair value inputs | 0.71 |
Measurement Input, Default Rate | Level 3 | Minimum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Fair value inputs | 0.18 |
Measurement Input, Default Rate | Level 3 | Maximum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Fair value inputs | 0.90 |
Measurement Input, Discount Rate | Level 3 | Minimum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Fair value inputs | 0.048 |
Measurement Input, Discount Rate | Level 3 | Maximum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31) | |
Fair value inputs | 0.075 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Contingent Purchase Price (Details) - Fair Value, Measurements, Recurring - Level 3 - Contingent Purchase Price Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 19,650 | $ 31,832 |
Payments | (570) | 0 |
Fair value adjustments to contingent purchase prices included in net loss | (258) | (12,182) |
Sale of Pre-clinical Infectious Disease Assets | (18,822) | 0 |
Balance at end of period | $ 0 | $ 19,650 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | Jun. 21, 2016USD ($)Employee | Oct. 31, 2017Employee | Jun. 30, 2017USD ($)Employee | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||||
Asset impairment charges | $ 5,073 | $ 392,097 | $ 0 | ||||
Employee serverance and other personnel benefits: | |||||||
Balance | $ 0 | 0 | 1,854 | ||||
Expenses, Net | 12,956 | 5,897 | |||||
Cash | (8,666) | (6,806) | |||||
Noncash | (1,956) | (945) | |||||
Balance | 2,334 | 0 | 1,854 | ||||
2018 Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated due to restructuring | Employee | 60 | ||||||
2018 Workforce reduction | Workforce reduction | |||||||
Employee serverance and other personnel benefits: | |||||||
Balance | 0 | 0 | |||||
Expenses, Net | 12,956 | ||||||
Cash | (8,666) | ||||||
Noncash | (1,956) | ||||||
Balance | 2,334 | 0 | |||||
2017 Workforce reduction | Workforce reduction | |||||||
Employee serverance and other personnel benefits: | |||||||
Balance | 0 | 0 | 0 | ||||
Expenses, Net | 5,897 | ||||||
Cash | (5,768) | ||||||
Noncash | (129) | ||||||
Balance | 0 | 0 | |||||
2016 Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated due to restructuring | Employee | 162 | ||||||
Stock option term | 1 year | ||||||
Expected restructuring costs | $ 17,200 | ||||||
2016 Workforce reduction | Workforce reduction | |||||||
Employee serverance and other personnel benefits: | |||||||
Balance | $ 0 | 0 | 1,854 | ||||
Expenses, Net | 0 | ||||||
Cash | (1,038) | ||||||
Noncash | (816) | ||||||
Balance | $ 0 | $ 1,854 | |||||
Ionsys | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of positions eliminated due to restructuring | Employee | 57 | ||||||
Pre-tax restructuring charge | $ 276,900 | ||||||
Percentage of positions eliminated | 15.00% | ||||||
Asset impairment charges | $ 268,100 | ||||||
Severance costs | 5,800 | ||||||
Other restructuring costs | 3,000 | ||||||
Non-cash impairment charge | $ 11,400 | ||||||
Minimum | 2018 Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Period of coverage | 6 months | ||||||
Maximum | 2018 Workforce reduction | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Period of coverage | 1 year | ||||||
Cost of Sales | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 600 | ||||||
Research and Development | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 3,500 | ||||||
Selling, General and Administrative Expenses | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 8,800 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 01, 2014ft² | |
Future Estimated Contract Obligations | ||||
Less Than 1 Year | $ 70,987 | |||
1-3 Years | 57,268 | |||
3-5 Years | 48,374 | |||
More Than 5 Years | 32,514 | |||
Total | $ 209,143 | |||
Leased area (sqft) | ft² | 173,146 | |||
Offset to remaining obligation from sublease income | $ 14,500 | |||
Operating leases, percent | 99.80% | |||
Aggregate rent expense under property leases | $ 8,600 | $ 9,600 | $ 7,600 | |
Alnylam | ||||
Future Estimated Contract Obligations | ||||
Payment for milestone met | 150,000 | |||
Building | ||||
Future Estimated Contract Obligations | ||||
Leased area (sqft) | ft² | 63,000 | |||
Expected total obligation for lease | 34,000 | |||
Inventory related commitments | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 1,038 | |||
1-3 Years | 0 | |||
3-5 Years | 0 | |||
More Than 5 Years | 0 | |||
Total | 1,038 | |||
Research and development | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 60,933 | |||
1-3 Years | 40,967 | |||
3-5 Years | 31,643 | |||
More Than 5 Years | 14,583 | |||
Total | 148,126 | |||
Operating leases | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 8,100 | |||
1-3 Years | 16,301 | |||
3-5 Years | 16,731 | |||
More Than 5 Years | 17,931 | |||
Total | 59,063 | |||
Selling, general and administrative | ||||
Future Estimated Contract Obligations | ||||
Less Than 1 Year | 916 | |||
1-3 Years | 0 | |||
3-5 Years | 0 | |||
More Than 5 Years | 0 | |||
Total | 916 | |||
Research and development, and selling, general and administrative | ||||
Future Estimated Contract Obligations | ||||
Total | 13,100 | |||
Biogen Idec Matter | ||||
Future Estimated Contract Obligations | ||||
Loss contingency settlement | $ 5,200 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Contributions by employer | $ 0.3 | $ 1.5 | $ 1.7 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Net revenues | $ 0 | $ (3,300) | $ 1,667 | $ 7,771 | $ 8,595 | $ 7,868 | $ 10,861 | $ 17,465 | $ 6,138 | $ 44,789 | $ 143,161 |
Long-lived assets | 546,883 | 309,679 | 546,883 | 309,679 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 5,863 | $ 37,131 | $ 131,572 | ||||||||
Percentage of revenue by geographic segments | 95.50% | 82.90% | 91.90% | ||||||||
Long-lived assets | $ 541,268 | $ 308,843 | $ 541,268 | $ 308,843 | |||||||
Percentage of long-lived assets by geographic segments | 99.00% | 99.70% | 99.00% | 99.70% | |||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 0 | $ 7,239 | $ 9,331 | ||||||||
Percentage of revenue by geographic segments | 0.00% | 16.20% | 6.50% | ||||||||
Long-lived assets | $ 5,615 | $ 836 | $ 5,615 | $ 836 | |||||||
Percentage of long-lived assets by geographic segments | 1.00% | 0.30% | 1.00% | 0.30% | |||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 275 | $ 419 | $ 2,258 | ||||||||
Percentage of revenue by geographic segments | 4.50% | 0.90% | 1.60% |
Collaboration Agreements (Detai
Collaboration Agreements (Details) - USD ($) $ in Thousands | Oct. 02, 2015 | Dec. 16, 2014 | Nov. 30, 2017 | Dec. 31, 2014 | Feb. 28, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Co-promotion and license income | $ 1,019 | $ 7,549 | $ 3,854 | |||||
Alnylam | Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Initial payment | $ 25,000 | |||||||
Milestone payment | $ 20,000 | $ 10,000 | 10,000 | |||||
Maximum payment | $ 180,000 | |||||||
SciClone | Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Initial payment | $ 10,000 | |||||||
Milestone payment | $ 50,500 | |||||||
SymBio Pharmaceuticals Ltd | Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Initial payment | $ 10,000 | |||||||
Milestone payment | $ 20,900 | |||||||
Co-promotion and license income | $ 6,900 | $ 2,500 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Other comprehensive income before reclassifications | $ (576) | $ 296 | $ 213 |
Reclassification from accumulated other comprehensive income | 1,183 | (9,665) | |
Other comprehensive income (loss) | 607 | 296 | (9,452) |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (5,183) | (5,479) | 3,973 |
Ending balance | (4,576) | (5,183) | (5,479) |
Foreign currency translation adjustment | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (5,183) | (5,479) | 3,924 |
Other comprehensive income before reclassifications | (576) | 296 | 213 |
Reclassification from accumulated other comprehensive income | 1,183 | (9,616) | |
Other comprehensive income (loss) | 607 | 296 | (9,403) |
Ending balance | (4,576) | (5,183) | (5,479) |
Unrealized (gain) loss on available for sale securities | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | 49 |
Other comprehensive income before reclassifications | 0 | 0 | 0 |
Reclassification from accumulated other comprehensive income | (49) | ||
Other comprehensive income (loss) | 0 | 0 | (49) |
Ending balance | $ 0 | $ 0 | $ 0 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2018USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2017USD ($)Employee | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Net revenues | $ 0 | $ (3,300) | $ 1,667 | $ 7,771 | $ 8,595 | $ 7,868 | $ 10,861 | $ 17,465 | $ 6,138 | $ 44,789 | $ 143,161 | |||
Cost of revenues | 697 | 890 | 2,931 | 2,737 | 20,438 | 4,287 | 12,490 | 9,978 | 7,255 | 47,193 | 60,653 | |||
Total operating expenses | 25,732 | 45,525 | 54,238 | 72,054 | 168,682 | 71,129 | 393,195 | 76,879 | 197,549 | 709,885 | 365,242 | |||
(Loss) income from continuing operations | (25,732) | (48,825) | (52,571) | (64,283) | (160,087) | (63,261) | (382,334) | (59,414) | (235,216) | (607,695) | 20,510 | |||
Loss from continuing operations attributable to The Medicines Company | (44,292) | (51,635) | (54,453) | (84,836) | (159,416) | (7,218) | (370,065) | (70,996) | (235,216) | (607,695) | 20,564 | |||
(Loss) income from discontinued operations, net of tax attributable to The Medicines Company | 1,818 | (3,999) | 256 | 113,985 | (18,844) | (22,957) | (27,203) | (31,674) | 112,060 | (100,678) | (139,682) | |||
Net loss attributable to The Medicines Company | $ (42,474) | $ (55,634) | $ (54,197) | $ 29,149 | $ (178,260) | $ (30,175) | $ (397,268) | $ (102,670) | $ (123,156) | $ (708,373) | $ (119,118) | |||
(Loss) earnings from continuing operations (usd per share) | $ / shares | $ (0.60) | $ (0.70) | $ (0.74) | $ (1.14) | $ (2.19) | $ (0.10) | $ (5.15) | $ (1) | $ (3.20) | $ (8.40) | $ 0.28 | |||
(Loss) income from discontinued operations (usd per share) | $ / shares | 0.02 | (0.05) | 0 | 1.54 | (0.26) | (0.32) | (0.38) | (0.45) | 1.52 | (1.39) | (1.91) | |||
Diluted loss per share (usd per share) | $ / shares | $ (0.58) | $ (0.75) | $ (0.74) | $ 0.40 | $ (2.45) | $ (0.42) | $ (5.53) | $ (1.45) | $ (1.68) | $ (9.79) | $ (1.63) | |||
Business Acquisition [Line Items] | ||||||||||||||
Increase (decrease) in contingent purchase price | $ (258) | $ (18,787) | $ 23,981 | |||||||||||
Not discontinued operations, disposed of by sale | Infectious Disease Business | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Gain from sale of business | $ 168,955 | 0 | 0 | |||||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | Ionsys | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of positions eliminated due to restructuring | Employee | 57 | |||||||||||||
Percentage of positions eliminated | 15.00% | |||||||||||||
Settlement and impairment provisions | $ 276,900 | |||||||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | Development of MDCO-700 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent purchase price: Event-based milestones | $ 0 | $ 0 | ||||||||||||
Benefit for income taxes | 23,000 | |||||||||||||
Change in carrying value of contingent purchase price | $ 14,700 | |||||||||||||
Discontinued Operations, Disposed of by Sale | Hemostasis Business | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Gain from sale of business | $ 1,004 | |||||||||||||
Change in carrying value of contingent purchase price | $ 63,000 | |||||||||||||
In Process Research and Development | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | Development of MDCO-700 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Asset impairment charges | $ 65,000 | |||||||||||||
Melinta | Not discontinued operations, disposed of by sale | Infectious Disease Business | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Gain from sale of business | $ (169,000) | |||||||||||||
Opex Biopharma, Inc. | Not discontinued operations, disposed of by sale | Infectious Disease Business | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Gain from sale of business | $ 21,600 |
Dispositions - Narrative (Detai
Dispositions - Narrative (Details) - USD ($) $ in Thousands | Aug. 22, 2018 | Jun. 21, 2016 | Oct. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Potential contingent proceeds from sale | $ 325,806 | $ 80,700 | ||||||
Proceeds from sale of business | 166,383 | 0 | $ 437,875 | |||||
Increase (decrease) in contingent purchase price | 258 | 18,787 | (23,981) | |||||
Gain on sale | 0 | 0 | 288,301 | |||||
Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain from sale of business | 168,955 | 0 | 0 | |||||
Proceeds from sale of business | $ 166,383 | $ 0 | 0 | |||||
Angiomax | Not discontinued operations, disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain from sale of business | $ 7,000 | |||||||
Development of MDCO-700 | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Contingent purchase price: Event-based milestones | $ 0 | |||||||
Benefit for income taxes | 23,000 | |||||||
Non-Core ACC Products | Not discontinued operations, disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Potential contingent proceeds from sale | $ 480,000 | |||||||
Proceeds from sale of business | 263,807 | |||||||
Total cash sales price | $ 2,184 | |||||||
Gain on sale | 288,300 | |||||||
Disposition related costs | $ 7,900 | |||||||
Opex Biopharma, Inc. | Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration based on achievement of milestones | $ 29,000 | |||||||
Gain from sale of business | 21,600 | |||||||
Proceeds from sale of business | $ 2,800 | |||||||
Sandoz Inc | Angiomax | Not discontinued operations, disposed of by sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of business | 9,900 | |||||||
Total cash sales price | $ 2,900 | |||||||
Option to purchase material at discount, period | 2 years | |||||||
Chiesi | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Payments for legal settlements | $ 7,500 | |||||||
In Process Research and Development | Development of MDCO-700 | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Impairment charges | $ 65,000 |
Dispositions - Major Classes of
Dispositions - Major Classes of Assets Sold and Gain Recognized (Details) - USD ($) $ in Thousands | Jun. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 05, 2018 |
Sale price: | |||||
Cash | $ 166,383 | $ 0 | $ 437,875 | ||
Infectious Disease Business | Not discontinued operations, disposed of by sale | |||||
Sale price: | |||||
Cash | $ 166,383 | 0 | $ 0 | ||
Total sale price | $ 166,400 | ||||
Assets: | |||||
Other receivables | 9,595 | ||||
Accrued expenses | (22,945) | ||||
Goodwill | 0 | ||||
Total assets sold/held for sale | $ 391,202 | ||||
Non-Core ACC Products | Not discontinued operations, disposed of by sale | |||||
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 |
Discontinued Operations - Infec
Discontinued Operations - Infectious Disease Business (Details) - USD ($) | Oct. 02, 2018 | Jan. 05, 2018 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Short-term investment | $ 2,627,000 | $ 0 | ||||
Assets: | ||||||
Current assets held for sale | 0 | 391,202,000 | ||||
Liabilities: | ||||||
Current liabilities held for sale | 0 | 60,580,000 | ||||
Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Proceeds from sale of business | 166,383,000 | 0 | $ 437,875,000 | |||
Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total sale price | $ 166,400,000 | |||||
Shares of common stock received (in shares) | 3,313,702 | |||||
Consideration received, market value | $ 54,500,000 | |||||
Cash payment 12 months after transaction close | 25,000,000 | |||||
Cash payment 18 months after transaction close | 25,000,000 | |||||
Fair value of payments | 45,900,000 | |||||
Tiered royalty payments | $ 246,200,000 | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Net product revenues | (107,000) | 34,622,000 | 24,673,000 | |||
Operating expenses: | ||||||
Cost of product revenue | 197,000 | 20,060,000 | 10,693,000 | |||
Research and development | 1,546,000 | 39,984,000 | 47,155,000 | |||
Selling, general and administrative | 4,032,000 | 74,346,000 | 106,670,000 | |||
Total operating expenses | 5,775,000 | 134,390,000 | 164,518,000 | |||
Income (loss) from operations | (5,882,000) | (99,768,000) | (139,845,000) | |||
Gain from sale of business | 168,955,000 | 0 | 0 | |||
Other expense, net | 17,000 | (906,000) | (19,000) | |||
Income (loss) from discontinued operations before income taxes | 163,090,000 | (100,674,000) | (139,864,000) | |||
Benefit for income taxes | 51,030,000 | 4,000 | 2,000 | |||
Income (loss) from discontinued operations, net of tax | 112,060,000 | (100,678,000) | (139,866,000) | |||
Assets: | ||||||
Accounts receivable, net | 9,595,000 | |||||
Inventory | 41,412,000 | |||||
Other receivables | 2,740,000 | |||||
Intangibles, net | 282,398,000 | |||||
Goodwill | 55,057,000 | |||||
Current assets held for sale | 391,202,000 | |||||
Intangibles, net | 0 | |||||
Goodwill | 0 | |||||
Total assets sold/held for sale | 391,202,000 | |||||
Liabilities: | ||||||
Accounts payable | 1,127,000 | |||||
Accrued expenses | 22,945,000 | |||||
Contingent purchase price | 24,650,000 | |||||
Deferred Revenue | 723,000 | |||||
Contingent purchase price – noncurrent | 11,135,000 | |||||
Current liabilities held for sale | 60,580,000 | |||||
Contingent purchase price – noncurrent | 0 | |||||
Total liabilities held for sale | 60,580,000 | |||||
Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Amortization from discontinued operations | 0 | 10,638,000 | 17,858,000 | |||
Changes in contingent purchase price | 0 | (3,456,000) | 53,249,000 | |||
Gain from sale of business | (168,955,000) | 0 | 0 | |||
Reserve for excess or obsolete inventory | 0 | (435,000) | (2,066,000) | |||
Proceeds from sale of business | 166,383,000 | 0 | 0 | |||
Payments on contingent purchase price | 0 | $ (63,066,000) | $ (10,449,000) | |||
Melinta | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Short-term investment | $ 2,600,000 | |||||
Minimum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amortization period | 12 months | |||||
Minimum | Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Tiered royalty payments percentage | 5.00% | |||||
Maximum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amortization period | 18 months | |||||
Maximum | Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Tiered royalty payments percentage | 25.00% | |||||
Other Assets | Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Fair value of payments | $ 49,200,000 | |||||
Melinta | Infectious Disease Business | Not discontinued operations, disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Regulatory based milestones payments disposed | $ 35,000,000 | |||||
Sales based milestone payments disposed | 120,000,000 | |||||
Milestone payment to former owners | $ 30,000,000 | |||||
Operating expenses: | ||||||
Gain from sale of business | $ (169,000,000) | |||||
Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Gain from sale of business | $ 169,000,000 |
Discontinued Operations - Sale
Discontinued Operations - Sale of Hemostasis Business (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of business | $ 166,383 | $ 0 | $ 437,875 | |
Contingent purchase price from sale of businesses | 325,806 | 80,700 | ||
Asset impairment charges | 5,073 | 392,097 | 0 | |
Discontinued Operation, Additional Disclosures [Abstract] | ||||
Proceeds from sale of business | $ 166,383 | $ 0 | 437,875 | |
Hemostasis Business | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of business | $ 174,100 | 174,068 | ||
Contingent purchase price from sale of businesses | 235,000 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net product revenues | 1,275 | |||
Operating expenses: | ||||
Cost of product revenue | 1,424 | |||
Research and development | 90 | |||
Selling, general and administrative | 542 | |||
Total operating expenses | 2,056 | |||
Income (loss) from operations | (781) | |||
Other expense, net | (39) | |||
Income (loss) from discontinued operations before income taxes | 184 | |||
Benefit for income taxes | 0 | |||
Income (loss) from discontinued operations, net of tax | 184 | |||
Discontinued Operation, Additional Disclosures [Abstract] | ||||
Gain on sale of business | (1,004) | |||
Proceeds from sale of business | 174,100 | 174,068 | ||
Foreign currency translation adjustment | Hemostasis Business | Discontinued Operations, Disposed of by Sale | ||||
Operating expenses: | ||||
Amounts reclassified from accumulated other comprehensive income | $ 9,600 | |||
Asset impairment charges | Foreign currency translation adjustment | ||||
Operating expenses: | ||||
Amounts reclassified from accumulated other comprehensive income | 8,400 | |||
Gain from sale of business | Foreign currency translation adjustment | ||||
Operating expenses: | ||||
Amounts reclassified from accumulated other comprehensive income | $ 1,200 |
Uncategorized Items - mdco-2018
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (212,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (212,000) |