Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ZGNX | |
Entity Registrant Name | ZOGENIX, INC. | |
Entity Central Index Key | 1,375,151 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,205,228 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 77,372 | $ 42,205 |
Restricted cash | 10,000 | 8,500 |
Short-term investments | 9,062 | 0 |
Trade accounts receivable, net | 5,954 | 6,078 |
Inventory | 12,646 | 11,444 |
Prepaid expenses and other current assets | 4,500 | 2,555 |
Current assets of discontinued operations | 5,796 | 7,196 |
Total current assets | 125,330 | 77,978 |
Property and equipment, net | 9,823 | 10,618 |
Intangible assets | 102,500 | 102,500 |
Goodwill | 6,234 | 6,234 |
Other assets | 2,579 | 2,832 |
Noncurrent assets of discontinued operations | 231 | 2,673 |
Total assets | 246,697 | 202,835 |
Current liabilities: | ||
Accounts payable | 4,293 | 4,742 |
Accrued expenses | 6,681 | 6,016 |
Accrued compensation | 1,988 | 3,157 |
Accrued income taxes | 6,521 | 0 |
Common stock warrant liabilities | 5,657 | 5,093 |
Revolving credit facility | 0 | 1,450 |
Long-term debt, current portion | 3,040 | 0 |
Deferred revenue | 827 | 1,472 |
Current liabilities of discontinued operations | 9,990 | 22,307 |
Total current liabilities | 38,997 | 44,237 |
Note payable | 2,641 | 2,461 |
Long term debt | 16,357 | 19,242 |
Deferred revenue, less current portion | 7,493 | 7,063 |
Contingent purchase consideration | 51,400 | 53,000 |
Deferred income taxes | 20,500 | 20,500 |
Other long-term liabilities | 1,229 | 1,053 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 50,000 shares authorized at June 30, 2015 and December 31, 2014; 19,186 and 19,170 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 19 | 19 |
Additional paid-in capital | 461,671 | 456,920 |
Accumulated other comprehensive loss | (1,552) | 0 |
Accumulated deficit | (352,058) | (401,660) |
Total stockholders’ equity | 108,080 | 55,279 |
Total liabilities and stockholders’ equity | $ 246,697 | $ 202,835 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 19,186,000 | 19,170,000 |
Common Stock, Shares, Outstanding | 19,186,000 | 19,170,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||||
Revenue: | ||||||||
Contract manufacturing revenue | $ 6,003 | $ 2,238 | $ 10,184 | $ 2,238 | ||||
Net product revenue | 0 | 3,355 | 0 | 9,840 | ||||
Service and other product revenue | 1,364 | 1,144 | 1,797 | 2,048 | ||||
Total revenue | 7,367 | 6,737 | 11,981 | 14,126 | ||||
Operating (income) expense: | ||||||||
Cost of contract manufacturing | 5,803 | 1,935 | 9,726 | 1,935 | ||||
Cost of goods sold | 0 | 1,928 | 0 | 5,261 | ||||
Royalty expense | 71 | 172 | 143 | 439 | ||||
Research and development | 6,241 | 3,162 | 11,390 | 5,703 | ||||
Selling, general and administrative | 7,582 | 9,062 | 13,851 | 21,590 | ||||
Change in fair value of contingent purchase consideration | (600) | 0 | (1,600) | 0 | ||||
Impairment of long-lived assets | 0 | 838 | 0 | 838 | ||||
Net gain on sale of business | 0 | (79,980) | 0 | (79,980) | ||||
Total operating (income) expense | 19,097 | (62,883) | 33,510 | (44,214) | ||||
Income (loss) from operations | (11,730) | 69,620 | (21,529) | 58,340 | ||||
Other income (expense): | ||||||||
Interest income | 9 | 6 | 14 | 12 | ||||
Interest expense | (907) | (1,029) | (1,555) | (2,915) | ||||
Loss on early extinguishment of debt | 0 | (1,254) | 0 | (1,254) | ||||
Change in fair value of warrant liabilities | (975) | 10,201 | (564) | 18,470 | ||||
Change in fair value of embedded derivatives | 0 | 0 | 0 | (14) | ||||
Other expense | (39) | (8) | (160) | (55) | ||||
Total other income (expense) | (1,912) | 7,916 | (2,265) | 14,244 | ||||
Net income (loss) from continuing operations before income taxes | (13,642) | 77,536 | (23,794) | 72,584 | ||||
Benefit for income taxes | 6,946 | 0 | 6,932 | 0 | ||||
Net income (loss) from continuing operations | (6,696) | 77,536 | (16,862) | 72,584 | ||||
Income (loss) from discontinued operations | 79,160 | (14,672) | 66,464 | (30,651) | ||||
Net income | $ 72,464 | $ 62,864 | $ 49,602 | $ 41,933 | ||||
Basic net income (loss) per share:(1) | ||||||||
Continuing operations, usd per share | [1] | $ (0.35) | $ 4.43 | $ (0.88) | $ 4.16 | |||
Discontinued operations, usd per share | [1] | 4.13 | (0.84) | 3.47 | (1.76) | |||
Total, usd per share | [1] | 3.78 | 3.59 | 2.59 | 2.40 | |||
Diluted net income (loss) per share:(1) | ||||||||
Continuing operations, usd per share | [1] | (0.35) | 4.43 | (0.88) | 3.03 | |||
Discontinued operations, usd per share | 4.13 | [1] | (0.84) | [1] | 3.47 | (1.72) | [1] | |
Net income (loss) per share, diluted, usd per share | [1] | $ 3.78 | $ 3.59 | $ 2.59 | $ 1.31 | |||
Weighted average common shares outstanding, basic | 19,176 | 17,498 | 19,173 | 17,454 | ||||
Weighted average shares outstanding, diluted | 19,176 | 17,498 | 19,173 | 17,846 | ||||
Statements of Comprehensive Income | ||||||||
Net income | $ 72,464 | $ 62,864 | $ 49,602 | $ 41,933 | ||||
Other comprehensive loss: | ||||||||
Unrealized loss on available-for-sale securities | (1,552) | 0 | (1,552) | 0 | ||||
Comprehensive income | $ 70,912 | $ 62,864 | $ 48,050 | $ 41,933 | ||||
[1] | The sum of net income (loss) per share amounts may not equal the totals due to rounding. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net income | $ 49,602 | $ 41,933 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,465 | 5,292 |
Stock-based compensation, restructuring | 153 | 0 |
Depreciation and amortization | 814 | 820 |
Amortization of debt issuance costs and non-cash interest charges | 481 | 287 |
Accrued income taxes | 6,521 | 0 |
Loss on early extinguishment of debt | 0 | 1,254 |
Gain on sale of business | (89,053) | (79,980) |
Loss on impairment of long-lived assets | 0 | 838 |
Change in fair value of warrant liabilities | 564 | (18,470) |
Change in fair value of embedded derivatives | 0 | 14 |
Change in fair value of contingent purchase consideration | (1,600) | 0 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 2,559 | 745 |
Inventory | 542 | (5,720) |
Prepaid expenses and other current assets | (3,493) | (9,378) |
Other assets | 860 | (4,995) |
Accounts payable and accrued expenses | (9,876) | 10,666 |
Deferred revenue | (5,413) | 15,990 |
Net cash used in operating activities | (42,874) | (40,704) |
Investing activities: | ||
Purchases of property and equipment | (68) | 83 |
Proceeds from sale of business | 80,926 | 89,624 |
Change in restricted cash from sale of business | (1,500) | (8,500) |
Net cash provided by investing activities | 79,358 | 81,207 |
Financing activities: | ||
Proceeds of working capital advance | 0 | 7,000 |
Repayment of revolving credit facility | (1,450) | 0 |
Inventory | 0 | (40,041) |
Proceeds from exercise of common stock options and warrants | 7 | 1,508 |
Proceeds from issuance of common stock | 126 | 244 |
Net cash provided by financing activities | (1,317) | (31,289) |
Net increase in cash and cash equivalents | 35,167 | 9,214 |
Cash and cash equivalents at beginning of period | 42,205 | 72,021 |
Cash and cash equivalents at end of period | 77,372 | 81,235 |
Noncash investing and financing activities: | ||
Deferred financing charges in accounts payable | $ 294 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Zogenix, Inc. (the Company) is a pharmaceutical company committed to developing and commercializing therapies that address specific clinical needs for people living with central nervous system disorders who need innovative treatment alternatives to help them return to normal daily functioning. The Company was incorporated in the state of Delaware on May 11, 2006 as SJ2 Therapeutics, Inc. and commenced operations on August 25, 2006. On August 28, 2006, the Company changed its name to Zogenix, Inc. On May 16, 2014, the Company sold its Sumavel DosePro business to Endo Ventures Bermuda and Endo Ventures Limited (collectively, Endo). In connection with the sale, the Company entered into a supply agreement under which the Company performs contract manufacturing services to provide Sumavel DosePro product exclusively to the purchaser subsequent to the sale. On April 24, 2015, the Company sold its Zohydro ER business, including the registered patents and trademarks, certain contracts, the new drug application and other regulatory approvals, documentation and authorizations, the books and records, marketing materials and product data relating to Zohydro ER to Ferrimill Limited (Ferrimill), a wholly-owned subsidiary or Pernix Therapeutics, Inc., and received $80,000,000 in cash, $10,000,000 of which was placed in escrow, plus approximately $926,000 for Zohydro ER finished goods inventory acquired by the purchaser. Zohydro ER activity has been excluded from continuing operations for all periods herein and reported as discontinued operations as a result of this sale. See Note 5, Sale of Zohydro ER business, for additional information on the divestiture of the Company's Zohydro ER product line. All prior period Zohydro ER business information herein has been recast to conform to this presentation. On July 1, 2015, the Company effected a 1-for-8 reverse stock split of its common stock and changed its authorized shares of common stock to 50,000,000 . All historical per share information presented herein has been adjusted to reflect the effect of the reverse stock split and change to authorized shares of common stock. The Company has incurred significant net losses since inception and has relied on its ability to fund its operations through equity financings, debt financings, revenues from the sale of products and proceeds from business collaborations and divestitures. As the Company continues to incur operating losses, successful transition to profitability is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. This may not occur and, unless and until it does, the Company may continue to need to raise additional cash. These conditions raised substantial doubt about the Company’s ability to continue as a going concern as noted in our consolidated financial statements for the year ended December 31, 2014. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Financial Statement Preparation and Use of Estimates The unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared by Zogenix, Inc. according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring except for the sale of the Company's Zohydro ER business described in Note 5 and the restructuring costs described in Note 6 to these consolidated financial statements, necessary to fairly state the financial position, results of operations and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2014, each as filed with the SEC. The Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2014 have not been retroactively revised to reflect the sale of Zohydro ER as a discontinued operation or to reflect the 1-for-8 reverse stock split. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of Zogenix, Inc. and its wholly owned subsidiary Zogenix Europe Limited, which was incorporated under the laws of England and Wales in June 2010. All intercompany transactions and investments have been eliminated in consolidation. Zogenix Europe Limited’s functional currency is the U.S. dollar, the reporting currency of its parent. Restricted Cash In connection with its sale of the Zohydro ER business in April 2015, the Company has $10,000,000 of cash in escrow as of June 30, 2015 to fund potential indemnification claims for a period of 12 months from the closing date of the sale. In connection with its sale of the Sumavel DosePro business in May 2014, the Company had $8,500,000 of cash in escrow as of December 31, 2014 to fund potential indemnification claims for a period of 12 months from the closing date of the sale. The Company received the full amount from escrow in May 2015. The Company classifies these cash flows as investing activities in the consolidated statement of cash flows as the source of the restricted cash is related to the sales of the Zohydro ER and Sumavel DosePro businesses. Short-term Investments Short-term investments consist of shares of Pernix common stock received as partial consideration for the purchase of the Zohydro ER business. The investments are subject to restrictions over disposition, pledging or assignment for six months after the closing date of the Zohydro ER sale as specified in the related asset purchase agreement the Company entered into with Pernix Ireland Limited and Pernix Therapeutics (together with Pernix Ireland Limited, Pernix) dated March 10, 2015 (the Asset Purchase Agreement). Management has classified these short-term investments as available-for-sale when acquired and evaluates such classification as of each balance sheet date. Short-term investments are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss, a component of stockholders’ equity. The Company evaluates its short-term investments to assess whether any unrealized loss position is other than temporarily impaired. Impairment is considered to be other than temporary if it is likely that the Company will sell the investments before the recovery of the cost basis. Realized gains, losses, and declines in value judged to be other than temporary is reported in other income (expense) in the consolidated statements of operations and comprehensive income. Fair Value Measurements The carrying amount of financial instruments consisting of cash, restricted cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and accrued compensation included in the Company’s consolidated financial statements are reasonable estimates of fair value due to their short maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, management believes the fair value of long-term debt approximates its carrying value. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy because it values its cash equivalents using quoted market prices. The Company classifies its short-term investments, common stock warrant liabilities and contingent purchase consideration within Level 3 of the fair value hierarchy because they are valued using valuation models with significant unobservable inputs. Assets and liabilities measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 are as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total At June 30, 2015 Assets Cash equivalents (1) $ 69,208 — — $ 69,208 Short-term investments (2) $ — — 9,062 $ 9,062 Liabilities Common stock warrant liabilities (3) $ — — 5,657 $ 5,657 Contingent purchase consideration (4) $ — — 51,400 $ 51,400 At December 31, 2014 Assets Cash equivalents (1) $ 8,021 — — $ 8,021 Liabilities Common stock warrant liabilities (3) $ — — 5,093 $ 5,093 Contingent purchase consideration (4) $ — — 53,000 $ 53,000 (1) Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the consolidated balance sheets. (2) Short-term investments consist of Pernix Therapeutics common stock which was acquired in conjunction with the sale of the Zohydro ER business in April 2015. The Company ascertains fair value of short-term investments by using quoted prices for Pernix Therapeutics' common stock on a publicly traded market (a Level 1 input) less a lack of marketability discount on the fair value of the investments because there are restrictions on when the Company can trade the securities. The Company considers the inputs used to calculate the lack of marketability discount Level 3 inputs and, as a result, categorized the short-term investments as Level 3. The lack of marketability discount was determined by using an "Average-Strike Put Option Model of the Marketability Discount" to value a hypothetical put option to approximate the reduction in value of the stock until the restriction ends. Inputs used to derive the discount included an estimation of the amount of time that the stock will be held subject to trading restrictions based on contracted lock-up period, expected volatility of the stock over the term of the remaining trading restrictions, and assumed lack of dividends during the restriction period. An increase in any of these inputs would increase the discount for lack of marketability and thereby reduce the overall fair value of the short-term investments. As of June 30, 2015, the gross fair value of short-term investments was $10,000,000 , and the lack of marketability discount was $900,000 . During the three months ended June 30, 2015, other comprehensive income included unrealized losses of $1,600,000. (3) Common stock warrant liabilities are associated with warrants issued in connection with the Company's July 2012 public offering of common stock and warrants (see Note 8) and warrants issued in connection with the financing agreement entered into with Healthcare Royalty Partners (Healthcare Royalty), dated June 30, 2011, (the Healthcare Royalty financing agreement), which are measured at fair value using the Black-Scholes option pricing valuation model. The assumptions used in the Black-Scholes option pricing valuation model for both common stock warrant liabilities were: (a) a risk-free interest rate based on the rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the remaining contractual term of the warrants; (b) an assumed dividend yield of zero based on the Company’s expectation that it will not pay dividends in the foreseeable future; (c) an expected term based on the remaining contractual term of the warrants; and (d) given the Company’s lack of relevant historical data due to the Company’s limited historical experience, an expected volatility based upon the Company's historical volatility, supplemented with historical volatility of comparable companies whose share prices have been publicly available for a sufficient period of time. The significant unobservable input used in measuring the fair value of the common stock warrant liabilities associated with the Healthcare Royalty financing agreement is the expected volatility. Significant increases in volatility would result in a higher fair value measurement. The following additional assumptions were used in the Black-Scholes option pricing valuation model to measure the fair value of the warrants sold in the July 2012 public offering: (a) management's projections regarding the probability of the occurrence of an extraordinary event and the timing of such event; and for the valuation scenario in which an extraordinary event occurs that is not an all cash transaction or an event whereby a public acquirer would assume the warrants, and (b) an expected volatility rate using the Company's historical volatility, supplemented with historical volatility of comparable companies, through the projected date of public announcement of an extraordinary transaction, blended with a rate equal to the lesser of 40% and the 180 -day volatility rate obtained from the HVT function on Bloomberg as of the trading day immediately following the public announcement of an extraordinary transaction. The significant unobservable inputs used in measuring the fair value of the common stock warrant liabilities associated with the July 2012 public offering are the expected volatility and the probability of the occurrence of an extraordinary event. Significant increases in volatility would result in a higher fair value measurement and significant increases in the probability of an extraordinary event occurring would result in a significantly lower fair value measurement. The change in the fair value of the common stock warrant liabilities as of June 30, 2015 was primarily driven by the increase in the market price of the Company's common shares at June 30, 2015 as compared against December 31, 2014 measurement dates. (4) Contingent purchase consideration was measured at fair value using the income approach based on significant unobservable inputs including management's estimates of the probabilities of achieving specific net sales levels and development milestones and appropriate risk adjusted discount rates. Significant changes of either unobservable input could have a significant effect on the calculation of fair value of the contingent purchase consideration liability. The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2015 (in thousands): Short-term Investments Contingent Purchase Consideration Common Stock Warrant Liabilities Balance at December 31, 2014 $ — $ 53,000 $ 5,093 Additions 10,614 — — Changes in fair value (1,552 ) (1,600 ) 564 Balance at June 30, 2015 $ 9,062 $ 51,400 $ 5,657 The changes in fair value of the short-term investments shown in the table above are recorded through other comprehensive loss on the consolidated balance sheet. The changes in fair value of the liabilities shown in the table above are recorded through change in fair value of contingent consideration in operating expenses and change in fair value of warrant liabilities in other income (expense) in the consolidated statements of operations and comprehensive income. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period, reduced by weighted average shares subject to repurchase, without consideration for common stock equivalents. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and as-if converted method, as applicable. For purposes of this calculation, stock options, restricted stock units and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive. The following table presents the computation of basic and diluted net income (loss) per share for continuing and discontinued operations (in thousands, except per share amounts): Three Months Ended June 30, 2015 2014 Continuing operations Discontinued operations Continuing operations Discontinued operations Numerator Net income (loss), basic $ (6,696 ) $ 79,160 $ 77,536 $ (14,672 ) Effect of dilutive securities: Common stock warrants — — — — Equity awards — — — — — — — — Net income (loss), diluted $ (6,696 ) $ 79,160 $ 77,536 $ (14,672 ) Denominator Weighted average common shares outstanding, basic 19,176 19,176 17,498 17,498 Effect of dilutive securities: Common stock warrants — — — — Equity awards — — — — Dilutive potential shares of common stock — — — — Weighted average common shares outstanding, diluted 19,176 19,176 17,498 17,498 Basic net income (loss) per share $ (0.35 ) $ 4.13 $ 4.43 $ (0.84 ) Diluted net income (loss) per share $ (0.35 ) $ 4.13 $ 4.43 $ (0.84 ) Six Months Ended June 30, 2015 2014 Continuing operations Discontinued operations Continuing operations Discontinued operations Numerator Net income (loss), basic $ (16,862 ) $ 66,464 $ 72,584 $ (30,651 ) Effect of dilutive securities: Common stock warrants — — (18,470 ) — Equity awards — — — — — — (18,470 ) — Net income (loss), diluted $ (16,862 ) $ 66,464 $ 54,114 $ (30,651 ) Denominator Weighted average common shares outstanding, basic 19,173 19,173 17,454 17,454 Effect of dilutive securities: Common stock warrants — — 392 392 Equity awards — — — — Dilutive potential shares of common stock — — 392 392 Weighted average common shares outstanding, diluted 19,173 19,173 17,846 17,846 Basic net income (loss) per share $ (0.88 ) $ 3.47 $ 4.16 $ (1.76 ) Diluted net income (loss) per share $ (0.88 ) $ 3.47 $ 3.03 $ (1.72 ) There were 521,000 and 297,000 dilutive securities (in common stock equivalent shares), from common stock options excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2015 , respectively, because to include them would be anti-dilutive. There were 1,157,000 and 1,586,000 dilutive securities (in common stock equivalent shares), from common stock options and restricted stock units excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2014, respectively, because to include them would be anti-dilutive. All common stock warrants were excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2015 and the three months ended June 30, 2014 as the exercise price of the warrants was greater than the Company's average stock price during these periods. Goodwill and Intangible Assets Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired businesses. Goodwill has an indefinite useful life and is not amortized, but instead tested for impairment annually. Intangible assets consist of in-process research and development with an indefinite useful life that is not amortized, but instead tested for impairment until the successful completion and commercialization or abandonment of the associated research and development efforts, at which point the in-process research and development asset is either amortized over its estimated useful life or written-off immediately. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Revenue Recognition The Company recognized revenue from contract manufacturing, service fees earned on collaborative arrangements and the sale of Sumavel DosePro prior to its sale in May 2014. The Company also recognizes revenue from the sale of Zohydro ER, which is included in net income (loss) from discontinued operations in the consolidated statement of operations and comprehensive income. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and title has passed, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. Revenue from sales transactions where the buyer has the right to return the product is recognized at the time of sale only if (a) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (b) the buyer has paid the Company, or the buyer is obligated to pay the Company and the obligation is not contingent on resale of the product, (c) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (d) the buyer acquiring the product for resale has economic substance apart from that provided by the Company, (e) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (f) the amount of future returns can be reasonably estimated. The Company defers recognition of revenue on product shipments of Zohydro ER until the right of return no longer exists, as the Company was not able to reliably estimate expected returns of the product at the time of shipment given the limited sales history of Zohydro ER. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer. The consideration received is allocated among the separate units based on their respective fair values, and the applicable revenue recognition criteria are applied to each of the separate units. The application of the multiple element guidance requires subjective determinations, and requires the Company to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company's control. In determining the units of accounting, the Company evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement. In addition, the Company considers whether the buyer can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. Contract Manufacturing Revenue The Company and Endo entered into a supply agreement in connection with the sale of the Sumavel DosePro business to Endo in May 2014. Under the terms of the supply agreement, the Company retains the sole and exclusive right and the obligation to manufacture or supply Sumavel DosePro to Endo. The Company recognizes deferred revenue related to its supply of Sumavel DosePro as contract manufacturing revenue when earned on a "proportional performance" basis as product is delivered. The Company recognizes revenue related to its sale of Sumavel DosePro product, equal to the cost of contract manufacturing plus a 2.5% mark-up, upon the transfer of title to Endo. The Company supplies Sumavel DosePro product based on non-cancellable purchase orders. The Company initially defers revenue for any consideration received in advance of services being performed and product being delivered, and recognizes revenue pursuant to the related pattern of performance, based on total product delivered relative to the total estimated product delivery over the minimum eight year term of the supply agreement. The Company continually evaluates the performance period and will adjust the period of revenue recognition if circumstances change. In addition, the Company follows the authoritative accounting guidance when reporting revenue as gross when the Company acts as a principal versus reporting revenue as net when the Company acts as an agent. For transactions in which the Company acts as a principal, has discretion to choose suppliers, bears credit risk and performs a substantive part of the services, revenue is recorded at the gross amount billed to a customer and costs associated with these reimbursements are reflected as a component of cost of sales for contract manufacturing services. Product Revenue, Net The Company sold Sumavel DosePro through May 2014, and sold Zohydro ER through April 2015, in the United States to wholesale pharmaceutical distributors and retail pharmacies, or collectively the Company's customers, subject to rights of return within a period beginning six months prior to, and ending 12 months following, product expiration. The Company recognized Sumavel DosePro product sales at the time title transferred to its customer, and reduced product sales for estimated future product returns and sales allowances in the same period the related revenue was recognized. The Company is responsible for all returns of Sumavel DosePro product distributed by the Company prior to the sale of the Sumavel DosePro business up to a maximum per unit amount as specified in the sales agreement. Given the limited sales history of Zohydro ER, the Company was not able to reliably estimate expected returns of the product at the time of shipment. Accordingly, the Company deferred recognition of revenue on Zohydro ER product shipments until the right of return no longer exists, which occurs at the earlier of the time Zohydro ER is dispensed through patient prescriptions or expiration of the right of return. The Company estimates Zohydro ER patient prescriptions dispensed using an analysis of third-party syndicated data. Zohydro ER was launched in March 2014 and, accordingly, the Company did not have a significant history estimating the number of patient prescriptions dispensed. If the Company underestimated or overestimated patient prescriptions dispensed for a given period, adjustments to revenue from discontinued operations may be necessary in future periods. The deferred revenue balance does not have a direct correlation with future revenue recognition as the Company records sales deductions at the time the prescription unit was dispensed. In addition, the costs of Zohydro ER associated with the deferred revenue were recorded as deferred costs, which were included in inventory, until such time the related deferred revenue is recognized. The Company is responsible for returns, rebates, chargebacks, and related Health Care Reform fees for product sold. Revenue for Zohydro ER is included in discontinued operations in the consolidated statement of operations and comprehensive income. Segment Reporting Management has determined that the Company operates in one business segment, which is the development and commercialization of pharmaceutical products for people living with central nervous system disorders. Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued an accounting update that raises the threshold for disposals to qualify as discontinued operations and allows companies to have significant continuing involvement with and continuing cash flows from or to the discontinued operations. This accounting update also requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. This guidance was effective for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company adopted the guidance in the first quarter of 2015. In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. On July 9, 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. The Company is evaluating the transition method, timing and impact of adopting this new accounting standard on its financial statements and related disclosures. In August 2014, the FASB issued guidance which requires management to assess an entity’s ability to continue as a going concern and to provide related disclosures in certain circumstances. Under the new guidance, disclosures are required when conditions give rise to substantial doubt about an entity’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual periods ending after December 15, 2016, and all annual and interim periods thereafter. Early application is permitted. The Company is evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures and does not expect that the adoption of the guidance will have a material impact on the Company’s financial statements. In April 2015, the FASB issued guidance which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability instead of as an asset. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. The Company is evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures and does not expect that the adoption of the guidance will have a material impact on the Company’s financial statements. In July 2015, the FASB issued guidance which requires that certain inventory, including inventory measured using the first-in-first-out method, be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Inventory Net [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): June 30, 2015 December 31, 2014 Raw materials $ 3,773 $ 3,453 Work in process 8,873 7,991 Total $ 12,646 $ 11,444 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Common Stock Warrants Additional Informational [Abstract] | |
Common Stock Warrants | Common Stock Warrants In July 2012, in connection with a public offering of common stock and warrants, the Company sold warrants to purchase 1,973,025 shares of common stock (including over-allotment purchase) and at June 30, 2015 warrants to purchase 1,901,931 shares of common stock are outstanding. The warrants are exercisable at an exercise price of $20.00 per share and will expire on July 27, 2017 , which is five years from the date of issuance. As the warrants contain a cash settlement feature upon the occurrence of certain events that may be outside of the Company’s control, the warrants are recorded as a current liability and are marked to market at each reporting period (see Note 2). During the three and six months ended June 30, 2015 , no warrants to purchase shares of common stock were exercised, and during the year ended December 31, 2014, warrants to purchase 58,156 shares of common stock were exercised. The Company recognized no proceeds from the exercise of warrants during the three and six months ended June 30, 2015 and $1,163,000 in proceeds from the exercise of warrants during the three and six months ended June 30, 2014. The fair value of the warrants outstanding was approximately $5,538,000 and $4,978,000 as of June 30, 2015 and December 31, 2014, respectively. In July 2011, upon the closing of and in connection with the Healthcare Royalty financing agreement, the Company issued to Healthcare Royalty a warrant exercisable into 28,125 shares of common stock. The warrant is exercisable at $72.00 per share of common stock and has a term of ten years. As the warrant contains covenants where compliance with such covenants may be outside of the Company’s control, the warrant was recorded as a current liability and is marked to market at each reporting date (see Note 2). The fair value of the warrant was approximately $119,000 and $115,000 as of June 30, 2015 and December 31, 2014, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company uses the Black-Scholes option-pricing model for determining the estimated fair value of stock-based compensation for stock-based awards to employees and the board of directors. The assumptions used in the Black-Scholes option-pricing model for the three and six months ended June 30, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Risk free interest rate 1.6% to 1.8% 1.6% to 1.9% 1.5% to 1.8% 1.6% to 2.0% Expected term 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years Expected volatility 76.7% to 79.2% 84.2% to 84.7% 76.7% to 79.2% 84.2% to 84.9% Expected dividend yield — % — % —% —% The risk-free interest rate assumption was based on the rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The weighted average expected term of options was calculated using the simplified method as prescribed by accounting guidance for stock-based compensation. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility was calculated based upon the Company's historical volatility, supplemented with historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The Company recognized stock-based compensation expense in continuing operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of goods sold $ 103 $ 141 $ 196 $ 268 Research and development 186 364 409 721 Selling, general and administrative 2,081 1,769 3,115 3,329 Total $ 2,370 $ 2,274 $ 3,720 $ 4,318 As of June 30, 2015 , there was approximately $8,338,000 of total unrecognized compensation costs related to outstanding employee and board of director stock options, which is expected to be recognized over a weighted average period of 2.4 years. As of June 30, 2015 , there were 207,000 unvested stock options outstanding to consultants, with approximately $262,000 of related unrecognized compensation expense based on a June 30, 2015 measurement date. These unvested stock options outstanding to consultants are expected to vest over a weighted average period of 2.7 years . In accordance with accounting guidance for stock-based compensation, the Company remeasures the fair value of stock option grants to non-employees at each reporting date and recognizes the related income or expense during their vesting period. The expense (income) recognized from the valuation of stock options and restricted stock units to consultants was $56,000 and $82,000 for the three and six months ended June 30, 2015 , respectively, and ($109,000) and ( $150,000 ) for the three and six months ended June 30, 2014, respectively. Stock option expense for awards issued to consultants is included in the consolidated statement of operations and comprehensive income within selling, general and administrative expense. |
Sale of Zohydro ER business
Sale of Zohydro ER business | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Zohydro ER business | Sale of Zohydro ER business On March 10, 2015, the Company entered into the Asset Purchase Agreement whereby the Company agreed to sell its Zohydro ER business to Pernix, and on April 24, 2015, the Company completed the sale to Ferrimill, a subsidiary of Pernix, as a substitute purchaser. The Zohydro ER business divestiture included the registered patents and trademarks, certain contracts, the new drug application and other regulatory approvals, documentation and authorizations, the books and records, marketing materials and product data relating to Zohydro ER. The Company received consideration of $80,000,000 in cash, $10,000,000 of which has been deposited in escrow to fund potential indemnification claims for a period of 12 months , and $10,614,000 in Pernix common stock. Further, Ferrimill purchased $926,000 of Zohydro ER inventory. The Company also received consideration due based on percentage of purchase discounts received by Ferrimill through June 30, 2015 based on an assigned supply agreement of $2,057,000 which is recorded as current assets of discontinued operations in the consolidated balance sheet at June 30, 2015. The Company has agreed to indemnify the purchaser for certain intellectual property matters up to an aggregate amount of $5,000,000 . In addition to the cash payment paid at closing, the Company is eligible to receive additional cash payments of up to $283,500,000 based on the achievement of pre-determined milestones, including a $12,500,000 payment upon approval by the U.S. Food and Drug Administration of an abuse-deterrent extended-release hydrocodone tablet (currently in development in collaboration with Altus Formulation Inc.) and up to $271,000,000 in potential sales milestones, as well as a percentage of purchase discounts received by Ferrimill based on an assigned supply agreement up to a total of $2,400,000 ,of which $2,057,000 has been received as of June 30, 2015. The purchaser will assume responsibility for the Company's obligations under the purchased contracts and regulatory approvals, as well as other liabilities associated with the Zohydro ER business arising after the sale date. The Company retained all liabilities and certain assets associated with the Zohydro ER business arising prior to the sale. The net gain on sale of the Zohydro ER business totaling $75,575,000 was calculated as the difference between the fair value of non-contingent consideration received for the business and the carrying value of the net assets transferred to Ferrimill. The net gain on sale of business may be adjusted in future periods by the contingent consideration based upon the achievement of pre-determined regulatory approval and sales milestones and eligible purchase discounts received by the acquirer. The following summarizes the gain on sale (in thousands): Non-contingent consideration received $ 93,597 Carrying value of assets transferred to Ferrimill (2,516 ) Transaction costs (2,028 ) Net gain on sale of business before income tax 89,053 Income tax expense (see Note 10) (13,478 ) Net gain on sale of business $ 75,575 As a result of the Company's strategic decision to sell the Zohydro ER business and focus on clinical development of ZX008 and Relday, the consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2014 and the consolidated balance sheet as of December 31, 2014 have been retrospectively revised to reflect the financial results from the Zohydro ER business, and the related assets and liabilities, as discontinued operations. The results of operations from discontinued operations presented below include certain allocations that management believes fairly reflect the utilization of services provided to the Zohydro ER business. The allocations do not include amounts related to general corporate administrative expenses or interest expense. Therefore, the results of operations from the Zohydro ER business do not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity. The following table summarizes the results of discontinued operations for the periods presented the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Discontinued operations 2015 2014 2015 2014 Revenues: Net product revenue $ 4,173 $ 2,425 $ 9,179 $ 2,710 Operating expenses: Cost of product sold 612 446 1,952 495 Royalty expense 291 263 708 359 Research and development 1,020 957 5,829 1,954 Selling, general and administrative 3,097 15,431 14,233 30,553 Restructuring expense 568 — 568 — Gain on sale of business (89,053 ) — (89,053 ) — Total operating (income) expenses (83,465 ) 17,097 (65,763 ) 33,361 Other income 5,000 — 5,000 — Net income (loss) from discontinued operations before tax 92,638 (14,672 ) 79,942 (30,651 ) Income tax expense (13,478 ) — (13,478 ) — Net income (loss) from discontinued operations $ 79,160 $ (14,672 ) $ 66,464 $ (30,651 ) The following table summarizes the assets and liabilities of discontinued operations as of June 30, 2015 and December 31, 2014 related to the Zohydro ER business (in thousands): June 30, December 31, Assets Current assets Trade accounts receivable $ 365 $ 2,799 Inventory 251 1,995 Prepaid expenses and other current assets 5,180 2,402 Total current assets of discontinued operations 5,796 7,196 Other assets 231 2,673 Total assets of discontinued operations $ 6,027 $ 9,869 Liabilities Current liabilities Accounts payable $ 1,875 $ 3,781 Accrued expenses 5,814 9,470 Accrued compensation 376 1,933 Deferred revenue 1,925 7,123 Total current liabilities of discontinued operations 9,990 22,307 Total liabilities of discontinued operations $ 9,990 $ 22,307 Total stock-based compensation related to discontinued operations was $898,000 and $974,000 for the six months ended June 30, 2015 and 2014, respectively. Total amortization expense related to discontinued operations was $166,000 and $209,000 for the six months ended June 30, 2015 and 2014, respectively. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In April 2015, the Company committed to a restructuring plan in conjunction with the sale of the Zohydro ER business in which approximately 100 employees transitioned employment to Pernix. The Company reduced its workforce by an additional 16 employees as a result of the divestiture. The Company recorded charges totaling $568,000 for the three and six months ended June 30, 2015 consisting of one-time termination benefits in connection with the restructuring plan, which are reflected in restructuring expense for the period in net income from discontinued operations on the consolidated statement of operations and comprehensive income. The following table sets forth activity of the restructuring liability for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ — Costs incurred and charged to expense 568 Payments (521 ) Balance at June 30, 2015 $ 47 The balance of the restructuring liability at June 30, 2015 is included in current liabilities of discontinued operations in the consolidated balance sheet and is anticipated to be fully distributed by September 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes Intraperiod tax allocation rules require the Company to allocate the provision for income taxes between continuing operations and other categories of earnings, such as discontinued operations. In periods in which the Company has a year-to-date pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as discontinued operations, the Company must allocate the tax provision to the other categories of earnings, and then record a related tax benefit in continuing operations. During the three months ended June 30, 2015, the Company recognized net income from discontinued operations, and, as a result, recorded income tax expense of $13,478,000 , which is included in net income (loss) from discontinued operations in the consolidated statement of operations and comprehensive income. Accordingly, the Company recognized a related income tax benefit of $6,946,000 from continuing operations in the consolidated statement of operations and comprehensive income for the three months ended June 30, 2015. The remaining $6,532,000 income tax benefit to continuing operations will be recorded throughout the remainder of 2015. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In June 2015, the Company filed an amendment to its Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-8, and a change in the number of authorized shares of the Company’s common stock to 50,000,000 shares, which was approved by the Company's shareholders at the annual meeting held on June 18, 2015. The reverse stock split and change in authorized shares became effective July 1, 2015. Accordingly, all historical per share information presented in these consolidated financial statements as been adjusted to reflect the effect of the reverse stock split and change to authorized shares of common stock. On July 20, 2015, the Company entered into an amended lease with Emery Station Joint Venture, LLC. The lease amendment extends the term of the original lease to November 30, 2022 and adds 9,916 rentable square feet to the existing 12,118 rentable square feet currently leased by the Company in Emeryville, California. The amendment also contains an option for the Company to expand its space leased from the landlord under certain conditions, as well as a renewal option for an additional five year term upon the expiration date. The lease amendment was effective as of July 16, 2015, and the landlord will deliver possession of the additional space leased within 45 days of the effective date. Prior to October 1, 2015, the base rent for the Company’s existing leased premises remains unchanged from the previous agreement. Following October 1, 2015, the base rent for the existing leased premises will be $39,384 per month. The base rent for the additional premises leased will be $32,227 per month, and the rent for the new premises will be abated for 60 days following the earlier of (a) the date the Company occupies the new premises for the purpose of conducting business and (b) the latter of (i) 21 days after the landlord delivers the new premises and (ii) October 1, 2015. The base rent for both the existing leased premises and additional leased premises will increase 3% on a yearly basis throughout the term, and the Company will pay a portion of common area and pass-through expenses in excess of base year amounts. In August 2015, the Company completed a public offering of 5,462,500 shares of its common stock at a public offering price of $18.00 per share, including the over-allotment provision granted to the underwriters of 712,500 shares. The shares were registered pursuant to a registration statement on Form S-3 filed on November 6, 2014. The Company received net proceeds of approximately $92,000,000 , after deducting underwriting discounts and commissions and estimated offering-related transaction costs. |
Short-term Investments
Short-term Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments Short-term investments consist of shares of Pernix Therapeutic Holding Inc. common stock acquired in April 2015 as partial consideration for the purchase of the Zohydro ER business. The investments are subject to restrictions over disposition, pledging or assignment for six months after the closing date of the Zohydro ER sale as specified in the related Asset Purchase Agreement. Amortized cost represents the fair value at the date of acquisition as determined by the publicly traded quoted market value per share less a discount for lack of marketability. June 30, 2015 Amortized Cost Gross Unrealized Losses Estimated Fair Value Equity securities, available for sale $ 10,614 $ (1,552 ) $ 9,062 As of June 30, 2015, there was no impairment considered other-than-temporary for the period presented as the Company has the intent and ability to hold the short-term investments for a period of time sufficient to allow for recovery of the cost basis. |
Co-Promotion, Waiver And Financ
Co-Promotion, Waiver And Financing Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Co-Promotion, Waiver and Financing Arrangements | Co-Promotion, Waiver and Financing Agreements Valeant Pharmaceuticals North America LLC Co-Promotion Agreement Termination On June 27, 2013, the Company entered into a co-promotion agreement with Valeant Pharmaceuticals North America LLC (Valeant) to promote Migranal® Nasal Spray (Migranal) to a prescriber audience of physicians and other health care practitioners in the United States. The Company's sales team began promoting Migranal to prescribers in August 2013, and Valeant paid the Company a co-promotion fee on a quarterly basis that represented specified percentages of net sales generated by the Company over defined baseline amounts of net sales. The original term of the agreement was through December 31, 2015. In June 2015, the Company and Valeant entered into a Termination and Mutual Release Agreement, whereby the Co-Promotion Agreement terminated on June 12, 2015. In connection with the termination, Valeant made a one-time payment to the Company totaling $500,000 , which has been recorded as service and other product revenue in the consolidated statements of operations and comprehensive income for the three months ended June 30, 2015. Purdue Pharma L.P. Waiver Agreement On October 29, 2014, the Company entered into a waiver agreement (the Waiver Agreement) with Purdue Pharma L.P. (Purdue) in which the Company granted a waiver to Purdue of the three -year Hatch-Waxman regulatory exclusivity period with respect to NDA 202880 for Zohydro ER in support of Purdue’s single-entity, extended-release hydrocodone product Hysingla ER® and any single-entity, once-daily hydrocodone successor products or NDAs filed by Purdue (the Purdue Products). In addition, Purdue granted the Company a waiver of the Hatch-Waxman regulatory exclusivity period with respect to Purdue Products in support of our single-entity, twice-a-day hydrocodone product, including Zohydro ER and any successor products with any abuse deterrent properties or labeling claims. Under the terms of the Waiver Agreement, Purdue paid the Company (i) $5,000,000 in November 2014, (ii) was scheduled to pay $5,000,000 on July 1, 2015, and (iii) will pay a percentage royalty in the low single-digits on Purdue’s net sales of Purdue Product commencing on October 1, 2015 and ending on October 25, 2016, only to the extent such royalty payment by Purdue in the aggregate would exceed $5,000,000 and then only with respect to royalties in excess of such amount. The Company recognized the first $5,000,000 payment when received in 2014. The second installment payment, due July 1, 2015, was recognized as other income when received in June 2015, and is reflected in net income from discontinued operations in the consolidated statements of operations and comprehensive income for the three months ended June 30, 2015. The Company will record any future royalties when earned in accordance with terms of the Waiver Agreement. Oxford Finance LLC and Silicon Valley Bank Amended Loan and Security Agreement On April 23, 2015, in connection with the sale of the Zohydro ER business, the Company, Oxford Finance LLC and Silicon Valley Bank entered into an amendment to the loan and security agreement dated December 30, 2014 which added an affirmative covenant requiring a liquidity ratio of 1.25 to 1 through the Company’s receipt of positive data from placebo-controlled trials in the United States and European Union of ZX008 and terminated all encumbrances on the Company's personal property related to its Zohydro ER business. The remaining obligations under the loan and security agreement remain substantially unchanged. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Financial Statement Preparation and Use of Estimates | Financial Statement Preparation and Use of Estimates The unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared by Zogenix, Inc. according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments, which are normal and recurring except for the sale of the Company's Zohydro ER business described in Note 5 and the restructuring costs described in Note 6 to these consolidated financial statements, necessary to fairly state the financial position, results of operations and cash flows. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2014, each as filed with the SEC. The Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2014 have not been retroactively revised to reflect the sale of Zohydro ER as a discontinued operation or to reflect the 1-for-8 reverse stock split. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of Zogenix, Inc. and its wholly owned subsidiary Zogenix Europe Limited, which was incorporated under the laws of England and Wales in June 2010. All intercompany transactions and investments have been eliminated in consolidation. Zogenix Europe Limited’s functional currency is the U.S. dollar, the reporting currency of its parent. |
Restricted Cash | Restricted Cash In connection with its sale of the Zohydro ER business in April 2015, the Company has $10,000,000 of cash in escrow as of June 30, 2015 to fund potential indemnification claims for a period of 12 months from the closing date of the sale. In connection with its sale of the Sumavel DosePro business in May 2014, the Company had $8,500,000 of cash in escrow as of December 31, 2014 to fund potential indemnification claims for a period of 12 months from the closing date of the sale. The Company received the full amount from escrow in May 2015. The Company classifies these cash flows as investing activities in the consolidated statement of cash flows as the source of the restricted cash is related to the sales of the Zohydro ER and Sumavel DosePro businesses. |
Short-term Investments | Short-term Investments Short-term investments consist of shares of Pernix common stock received as partial consideration for the purchase of the Zohydro ER business. The investments are subject to restrictions over disposition, pledging or assignment for six months after the closing date of the Zohydro ER sale as specified in the related asset purchase agreement the Company entered into with Pernix Ireland Limited and Pernix Therapeutics (together with Pernix Ireland Limited, Pernix) dated March 10, 2015 (the Asset Purchase Agreement). Management has classified these short-term investments as available-for-sale when acquired and evaluates such classification as of each balance sheet date. Short-term investments are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss, a component of stockholders’ equity. The Company evaluates its short-term investments to assess whether any unrealized loss position is other than temporarily impaired. Impairment is considered to be other than temporary if it is likely that the Company will sell the investments before the recovery of the cost basis. Realized gains, losses, and declines in value judged to be other than temporary is reported in other income (expense) in the consolidated statements of operations and comprehensive income. |
Fair Value Measurements | Fair Value Measurements The carrying amount of financial instruments consisting of cash, restricted cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and accrued compensation included in the Company’s consolidated financial statements are reasonable estimates of fair value due to their short maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, management believes the fair value of long-term debt approximates its carrying value. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy because it values its cash equivalents using quoted market prices. The Company classifies its short-term investments, common stock warrant liabilities and contingent purchase consideration within Level 3 of the fair value hierarchy because they are valued using valuation models with significant unobservable inputs. |
Net Loss per Share | Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period, reduced by weighted average shares subject to repurchase, without consideration for common stock equivalents. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and as-if converted method, as applicable. For purposes of this calculation, stock options, restricted stock units and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired businesses. Goodwill has an indefinite useful life and is not amortized, but instead tested for impairment annually. Intangible assets consist of in-process research and development with an indefinite useful life that is not amortized, but instead tested for impairment until the successful completion and commercialization or abandonment of the associated research and development efforts, at which point the in-process research and development asset is either amortized over its estimated useful life or written-off immediately. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. |
Revenue Recognition | Revenue Recognition The Company recognized revenue from contract manufacturing, service fees earned on collaborative arrangements and the sale of Sumavel DosePro prior to its sale in May 2014. The Company also recognizes revenue from the sale of Zohydro ER, which is included in net income (loss) from discontinued operations in the consolidated statement of operations and comprehensive income. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and title has passed, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. Revenue from sales transactions where the buyer has the right to return the product is recognized at the time of sale only if (a) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (b) the buyer has paid the Company, or the buyer is obligated to pay the Company and the obligation is not contingent on resale of the product, (c) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (d) the buyer acquiring the product for resale has economic substance apart from that provided by the Company, (e) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (f) the amount of future returns can be reasonably estimated. The Company defers recognition of revenue on product shipments of Zohydro ER until the right of return no longer exists, as the Company was not able to reliably estimate expected returns of the product at the time of shipment given the limited sales history of Zohydro ER. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer. The consideration received is allocated among the separate units based on their respective fair values, and the applicable revenue recognition criteria are applied to each of the separate units. The application of the multiple element guidance requires subjective determinations, and requires the Company to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company's control. In determining the units of accounting, the Company evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement. In addition, the Company considers whether the buyer can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. Contract Manufacturing Revenue The Company and Endo entered into a supply agreement in connection with the sale of the Sumavel DosePro business to Endo in May 2014. Under the terms of the supply agreement, the Company retains the sole and exclusive right and the obligation to manufacture or supply Sumavel DosePro to Endo. The Company recognizes deferred revenue related to its supply of Sumavel DosePro as contract manufacturing revenue when earned on a "proportional performance" basis as product is delivered. The Company recognizes revenue related to its sale of Sumavel DosePro product, equal to the cost of contract manufacturing plus a 2.5% mark-up, upon the transfer of title to Endo. The Company supplies Sumavel DosePro product based on non-cancellable purchase orders. The Company initially defers revenue for any consideration received in advance of services being performed and product being delivered, and recognizes revenue pursuant to the related pattern of performance, based on total product delivered relative to the total estimated product delivery over the minimum eight year term of the supply agreement. The Company continually evaluates the performance period and will adjust the period of revenue recognition if circumstances change. In addition, the Company follows the authoritative accounting guidance when reporting revenue as gross when the Company acts as a principal versus reporting revenue as net when the Company acts as an agent. For transactions in which the Company acts as a principal, has discretion to choose suppliers, bears credit risk and performs a substantive part of the services, revenue is recorded at the gross amount billed to a customer and costs associated with these reimbursements are reflected as a component of cost of sales for contract manufacturing services. Product Revenue, Net The Company sold Sumavel DosePro through May 2014, and sold Zohydro ER through April 2015, in the United States to wholesale pharmaceutical distributors and retail pharmacies, or collectively the Company's customers, subject to rights of return within a period beginning six months prior to, and ending 12 months following, product expiration. The Company recognized Sumavel DosePro product sales at the time title transferred to its customer, and reduced product sales for estimated future product returns and sales allowances in the same period the related revenue was recognized. The Company is responsible for all returns of Sumavel DosePro product distributed by the Company prior to the sale of the Sumavel DosePro business up to a maximum per unit amount as specified in the sales agreement. Given the limited sales history of Zohydro ER, the Company was not able to reliably estimate expected returns of the product at the time of shipment. Accordingly, the Company deferred recognition of revenue on Zohydro ER product shipments until the right of return no longer exists, which occurs at the earlier of the time Zohydro ER is dispensed through patient prescriptions or expiration of the right of return. The Company estimates Zohydro ER patient prescriptions dispensed using an analysis of third-party syndicated data. Zohydro ER was launched in March 2014 and, accordingly, the Company did not have a significant history estimating the number of patient prescriptions dispensed. If the Company underestimated or overestimated patient prescriptions dispensed for a given period, adjustments to revenue from discontinued operations may be necessary in future periods. The deferred revenue balance does not have a direct correlation with future revenue recognition as the Company records sales deductions at the time the prescription unit was dispensed. In addition, the costs of Zohydro ER associated with the deferred revenue were recorded as deferred costs, which were included in inventory, until such time the related deferred revenue is recognized. The Company is responsible for returns, rebates, chargebacks, and related Health Care Reform fees for product sold. Revenue for Zohydro ER is included in discontinued operations in the consolidated statement of operations and comprehensive income. |
Segment Reporting | Segment Reporting Management has determined that the Company operates in one business segment, which is the development and commercialization of pharmaceutical products for people living with central nervous system disorders. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued an accounting update that raises the threshold for disposals to qualify as discontinued operations and allows companies to have significant continuing involvement with and continuing cash flows from or to the discontinued operations. This accounting update also requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. This guidance was effective for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company adopted the guidance in the first quarter of 2015. In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. On July 9, 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. The Company is evaluating the transition method, timing and impact of adopting this new accounting standard on its financial statements and related disclosures. In August 2014, the FASB issued guidance which requires management to assess an entity’s ability to continue as a going concern and to provide related disclosures in certain circumstances. Under the new guidance, disclosures are required when conditions give rise to substantial doubt about an entity’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual periods ending after December 15, 2016, and all annual and interim periods thereafter. Early application is permitted. The Company is evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures and does not expect that the adoption of the guidance will have a material impact on the Company’s financial statements. In April 2015, the FASB issued guidance which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability instead of as an asset. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. The Company is evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures and does not expect that the adoption of the guidance will have a material impact on the Company’s financial statements. In July 2015, the FASB issued guidance which requires that certain inventory, including inventory measured using the first-in-first-out method, be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its financial statements and related disclosures. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 are as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total At June 30, 2015 Assets Cash equivalents (1) $ 69,208 — — $ 69,208 Short-term investments (2) $ — — 9,062 $ 9,062 Liabilities Common stock warrant liabilities (3) $ — — 5,657 $ 5,657 Contingent purchase consideration (4) $ — — 51,400 $ 51,400 At December 31, 2014 Assets Cash equivalents (1) $ 8,021 — — $ 8,021 Liabilities Common stock warrant liabilities (3) $ — — 5,093 $ 5,093 Contingent purchase consideration (4) $ — — 53,000 $ 53,000 (1) Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the consolidated balance sheets. (2) Short-term investments consist of Pernix Therapeutics common stock which was acquired in conjunction with the sale of the Zohydro ER business in April 2015. The Company ascertains fair value of short-term investments by using quoted prices for Pernix Therapeutics' common stock on a publicly traded market (a Level 1 input) less a lack of marketability discount on the fair value of the investments because there are restrictions on when the Company can trade the securities. The Company considers the inputs used to calculate the lack of marketability discount Level 3 inputs and, as a result, categorized the short-term investments as Level 3. The lack of marketability discount was determined by using an "Average-Strike Put Option Model of the Marketability Discount" to value a hypothetical put option to approximate the reduction in value of the stock until the restriction ends. Inputs used to derive the discount included an estimation of the amount of time that the stock will be held subject to trading restrictions based on contracted lock-up period, expected volatility of the stock over the term of the remaining trading restrictions, and assumed lack of dividends during the restriction period. An increase in any of these inputs would increase the discount for lack of marketability and thereby reduce the overall fair value of the short-term investments. As of June 30, 2015, the gross fair value of short-term investments was $10,000,000 , and the lack of marketability discount was $900,000 . During the three months ended June 30, 2015, other comprehensive income included unrealized losses of $1,600,000. (3) Common stock warrant liabilities are associated with warrants issued in connection with the Company's July 2012 public offering of common stock and warrants (see Note 8) and warrants issued in connection with the financing agreement entered into with Healthcare Royalty Partners (Healthcare Royalty), dated June 30, 2011, (the Healthcare Royalty financing agreement), which are measured at fair value using the Black-Scholes option pricing valuation model. The assumptions used in the Black-Scholes option pricing valuation model for both common stock warrant liabilities were: (a) a risk-free interest rate based on the rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the remaining contractual term of the warrants; (b) an assumed dividend yield of zero based on the Company’s expectation that it will not pay dividends in the foreseeable future; (c) an expected term based on the remaining contractual term of the warrants; and (d) given the Company’s lack of relevant historical data due to the Company’s limited historical experience, an expected volatility based upon the Company's historical volatility, supplemented with historical volatility of comparable companies whose share prices have been publicly available for a sufficient period of time. The significant unobservable input used in measuring the fair value of the common stock warrant liabilities associated with the Healthcare Royalty financing agreement is the expected volatility. Significant increases in volatility would result in a higher fair value measurement. The following additional assumptions were used in the Black-Scholes option pricing valuation model to measure the fair value of the warrants sold in the July 2012 public offering: (a) management's projections regarding the probability of the occurrence of an extraordinary event and the timing of such event; and for the valuation scenario in which an extraordinary event occurs that is not an all cash transaction or an event whereby a public acquirer would assume the warrants, and (b) an expected volatility rate using the Company's historical volatility, supplemented with historical volatility of comparable companies, through the projected date of public announcement of an extraordinary transaction, blended with a rate equal to the lesser of 40% and the 180 -day volatility rate obtained from the HVT function on Bloomberg as of the trading day immediately following the public announcement of an extraordinary transaction. The significant unobservable inputs used in measuring the fair value of the common stock warrant liabilities associated with the July 2012 public offering are the expected volatility and the probability of the occurrence of an extraordinary event. Significant increases in volatility would result in a higher fair value measurement and significant increases in the probability of an extraordinary event occurring would result in a significantly lower fair value measurement. The change in the fair value of the common stock warrant liabilities as of June 30, 2015 was primarily driven by the increase in the market price of the Company's common shares at June 30, 2015 as compared against December 31, 2014 measurement dates. (4) Contingent purchase consideration was measured at fair value using the income approach based on significant unobservable inputs including management's estimates of the probabilities of achieving specific net sales levels and development milestones and appropriate risk adjusted discount rates. Significant changes of either unobservable input could have a significant effect on the calculation of fair value of the contingent purchase consideration liability. |
Reconciliation of Liabilities Measured at Fair Value Using Significant Observable Inputs (Level 3) | The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2015 (in thousands): Short-term Investments Contingent Purchase Consideration Common Stock Warrant Liabilities Balance at December 31, 2014 $ — $ 53,000 $ 5,093 Additions 10,614 — — Changes in fair value (1,552 ) (1,600 ) 564 Balance at June 30, 2015 $ 9,062 $ 51,400 $ 5,657 |
Basic and Diluted Net Loss Per Share | The following table presents the computation of basic and diluted net income (loss) per share for continuing and discontinued operations (in thousands, except per share amounts): Three Months Ended June 30, 2015 2014 Continuing operations Discontinued operations Continuing operations Discontinued operations Numerator Net income (loss), basic $ (6,696 ) $ 79,160 $ 77,536 $ (14,672 ) Effect of dilutive securities: Common stock warrants — — — — Equity awards — — — — — — — — Net income (loss), diluted $ (6,696 ) $ 79,160 $ 77,536 $ (14,672 ) Denominator Weighted average common shares outstanding, basic 19,176 19,176 17,498 17,498 Effect of dilutive securities: Common stock warrants — — — — Equity awards — — — — Dilutive potential shares of common stock — — — — Weighted average common shares outstanding, diluted 19,176 19,176 17,498 17,498 Basic net income (loss) per share $ (0.35 ) $ 4.13 $ 4.43 $ (0.84 ) Diluted net income (loss) per share $ (0.35 ) $ 4.13 $ 4.43 $ (0.84 ) Six Months Ended June 30, 2015 2014 Continuing operations Discontinued operations Continuing operations Discontinued operations Numerator Net income (loss), basic $ (16,862 ) $ 66,464 $ 72,584 $ (30,651 ) Effect of dilutive securities: Common stock warrants — — (18,470 ) — Equity awards — — — — — — (18,470 ) — Net income (loss), diluted $ (16,862 ) $ 66,464 $ 54,114 $ (30,651 ) Denominator Weighted average common shares outstanding, basic 19,173 19,173 17,454 17,454 Effect of dilutive securities: Common stock warrants — — 392 392 Equity awards — — — — Dilutive potential shares of common stock — — 392 392 Weighted average common shares outstanding, diluted 19,173 19,173 17,846 17,846 Basic net income (loss) per share $ (0.88 ) $ 3.47 $ 4.16 $ (1.76 ) Diluted net income (loss) per share $ (0.88 ) $ 3.47 $ 3.03 $ (1.72 ) |
Schedule of Calculation of Diluted Net Loss Per Share | There were 521,000 and 297,000 dilutive securities (in common stock equivalent shares), from common stock options excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2015 , respectively, because to include them would be anti-dilutive. There were 1,157,000 and 1,586,000 dilutive securities (in common stock equivalent shares), from common stock options and restricted stock units excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2014, respectively, because to include them would be anti-dilutive. All common stock warrants were excluded from the calculation of diluted net income (loss) during the three and six months ended June 30, 2015 and the three months ended June 30, 2014 as the exercise price of the warrants was greater than the Company's average stock price during these periods. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Inventory Net [Abstract] | |
Inventory, Net | Inventory consists of the following (in thousands): June 30, 2015 December 31, 2014 Raw materials $ 3,773 $ 3,453 Work in process 8,873 7,991 Total $ 12,646 $ 11,444 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions used in the Black-Scholes Option-Pricing Model | The assumptions used in the Black-Scholes option-pricing model for the three and six months ended June 30, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Risk free interest rate 1.6% to 1.8% 1.6% to 1.9% 1.5% to 1.8% 1.6% to 2.0% Expected term 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years Expected volatility 76.7% to 79.2% 84.2% to 84.7% 76.7% to 79.2% 84.2% to 84.9% Expected dividend yield — % — % —% —% |
Stock-Based Compensation Expense | The Company recognized stock-based compensation expense in continuing operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of goods sold $ 103 $ 141 $ 196 $ 268 Research and development 186 364 409 721 Selling, general and administrative 2,081 1,769 3,115 3,329 Total $ 2,370 $ 2,274 $ 3,720 $ 4,318 |
Sale of Zohydro ER business (Ta
Sale of Zohydro ER business (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Results of Discontinued Operations | The following table summarizes the results of discontinued operations for the periods presented the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Discontinued operations 2015 2014 2015 2014 Revenues: Net product revenue $ 4,173 $ 2,425 $ 9,179 $ 2,710 Operating expenses: Cost of product sold 612 446 1,952 495 Royalty expense 291 263 708 359 Research and development 1,020 957 5,829 1,954 Selling, general and administrative 3,097 15,431 14,233 30,553 Restructuring expense 568 — 568 — Gain on sale of business (89,053 ) — (89,053 ) — Total operating (income) expenses (83,465 ) 17,097 (65,763 ) 33,361 Other income 5,000 — 5,000 — Net income (loss) from discontinued operations before tax 92,638 (14,672 ) 79,942 (30,651 ) Income tax expense (13,478 ) — (13,478 ) — Net income (loss) from discontinued operations $ 79,160 $ (14,672 ) $ 66,464 $ (30,651 ) The following table summarizes the assets and liabilities of discontinued operations as of June 30, 2015 and December 31, 2014 related to the Zohydro ER business (in thousands): June 30, December 31, Assets Current assets Trade accounts receivable $ 365 $ 2,799 Inventory 251 1,995 Prepaid expenses and other current assets 5,180 2,402 Total current assets of discontinued operations 5,796 7,196 Other assets 231 2,673 Total assets of discontinued operations $ 6,027 $ 9,869 Liabilities Current liabilities Accounts payable $ 1,875 $ 3,781 Accrued expenses 5,814 9,470 Accrued compensation 376 1,933 Deferred revenue 1,925 7,123 Total current liabilities of discontinued operations 9,990 22,307 Total liabilities of discontinued operations $ 9,990 $ 22,307 The following summarizes the gain on sale (in thousands): Non-contingent consideration received $ 93,597 Carrying value of assets transferred to Ferrimill (2,516 ) Transaction costs (2,028 ) Net gain on sale of business before income tax 89,053 Income tax expense (see Note 10) (13,478 ) Net gain on sale of business $ 75,575 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Activity of Restructuring Liability | The following table sets forth activity of the restructuring liability for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ — Costs incurred and charged to expense 568 Payments (521 ) Balance at June 30, 2015 $ 47 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-term Investments | Amortized cost represents the fair value at the date of acquisition as determined by the publicly traded quoted market value per share less a discount for lack of marketability. June 30, 2015 Amortized Cost Gross Unrealized Losses Estimated Fair Value Equity securities, available for sale $ 10,614 $ (1,552 ) $ 9,062 |
Organization and Basis of Pre24
Organization and Basis of Presentation Narrative (Details) | Jul. 01, 2015shares | Apr. 24, 2015USD ($) | Apr. 30, 2015employee | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Dec. 31, 2014shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net product revenue | $ 0 | $ 3,355,000 | $ 0 | $ 9,840,000 | ||||
Number of positions committed to be eliminated | employee | 16 | |||||||
Common stock shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Subsequent event | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Common stock conversion ratio | 0.125 | |||||||
Common stock shares authorized | shares | 50,000,000 | |||||||
Zohydro ER | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Restricted cash | $ 10,000,000 | |||||||
Cash proceeds, net | 80,000,000 | |||||||
Zohydro ER | Ferrimill Limited | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net product revenue | $ 900,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Details) | Jul. 01, 2015 | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||
Number of business segments | segment | 1 | |||||
Unrealized loss on available-for-sale securities | $ (1,552,000) | $ 0 | $ (1,552,000) | $ 0 | ||
Zohydro ER | ||||||
Line of Credit Facility [Line Items] | ||||||
Restricted cash | 10,000,000 | $ 10,000,000 | ||||
Sumavel DosePro | ||||||
Line of Credit Facility [Line Items] | ||||||
Cost of goods sold mark-up, in percent | 2.50% | |||||
Restricted cash | $ 8,500,000 | |||||
Endo Ventures Supply Agreement | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Term of supply agreement | 8 years | |||||
Zohydro ER and Sumavel DosePro | ||||||
Line of Credit Facility [Line Items] | ||||||
Period to accept returned unused product prior to expiration | 6 months | |||||
Period to accept returned unused product after product expiration | 12 months | |||||
Short-term investments | ||||||
Line of Credit Facility [Line Items] | ||||||
Available-for-sale Securities | 10,000,000 | $ 10,000,000 | ||||
Fair Value Inputs, Discount for Lack of Marketability | $ 900,000 | $ 900,000 | ||||
Subsequent event | ||||||
Line of Credit Facility [Line Items] | ||||||
Common stock conversion ratio | 0.125 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Liabilities | ||
Expected volatility rate period | 180 days | |
Minimum | ||
Liabilities | ||
Maximum volatility rate | 40.00% | |
Common Stock Warrant Liabilities | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | $ 5,657 | $ 5,093 |
Contingent Purchase Consideration | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 51,400 | 53,000 |
Money market fund shares | ||
Assets | ||
Assets measured at fair value on a recurring basis | 69,208 | 8,021 |
Short-term investments | ||
Assets | ||
Assets measured at fair value on a recurring basis | 9,062 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Common Stock Warrant Liabilities | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Contingent Purchase Consideration | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market fund shares | ||
Assets | ||
Assets measured at fair value on a recurring basis | 69,208 | 8,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Short-term investments | ||
Assets | ||
Assets measured at fair value on a recurring basis | 0 | |
Significant Other Observable Inputs (Level 2) | Common Stock Warrant Liabilities | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent Purchase Consideration | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market fund shares | ||
Assets | ||
Assets measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Short-term investments | ||
Assets | ||
Assets measured at fair value on a recurring basis | 0 | |
Significant Unobservable Inputs (Level 3) | Common Stock Warrant Liabilities | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 5,657 | 5,093 |
Significant Unobservable Inputs (Level 3) | Contingent Purchase Consideration | ||
Liabilities | ||
Liabilities measured at fair value on a recurring basis | 51,400 | 53,000 |
Significant Unobservable Inputs (Level 3) | Money market fund shares | ||
Assets | ||
Assets measured at fair value on a recurring basis | 0 | $ 0 |
Significant Unobservable Inputs (Level 3) | Short-term investments | ||
Assets | ||
Assets measured at fair value on a recurring basis | $ 9,062 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Reconciliation of Assets and Liabilities Measured at Fair Value Using Significant Observable Inputs Level 3 (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Contingent Purchase Consideration | |
Liabilities | |
Beginning Balance | $ 53,000 |
Changes in fair value | (1,600) |
Ending Balance | 51,400 |
Common Stock Warrant Liabilities | |
Liabilities | |
Beginning Balance | 5,093 |
Changes in fair value | 564 |
Ending Balance | 5,657 |
Short-term investments | |
Assets | |
Beginning balance | 0 |
Additions | 10,614 |
Changes in fair value | (1,552) |
Ending balance | $ 9,062 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||||
Numerator | ||||||||
Net income (loss), basic | $ (6,696) | $ 77,536 | $ (16,862) | $ 72,584 | ||||
Income (loss) from discontinued operations | 79,160 | (14,672) | 66,464 | (30,651) | ||||
Net income (loss), diluted | $ (6,696) | $ 77,536 | $ (16,862) | $ 54,114 | ||||
Denominator | ||||||||
Weighted average common shares outstanding, basic | 19,176,000 | 17,498,000 | 19,173,000 | 17,454,000 | ||||
Weighted average shares outstanding, diluted | 19,176,000 | 17,498,000 | 19,173,000 | 17,846,000 | ||||
Basic net income (loss), Continuing operations, usd per share | [1] | $ (0.35) | $ 4.43 | $ (0.88) | $ 4.16 | |||
Basic net income (loss), Discontinued operations, usd per share | [1] | 4.13 | (0.84) | 3.47 | (1.76) | |||
Diluted net income (loss), Continuing operations, usd per share | [1] | (0.35) | 4.43 | (0.88) | 3.03 | |||
Diluted net income (loss), Discontinued operations, usd per share | $ 4.13 | [1] | $ (0.84) | [1] | $ 3.47 | $ (1.72) | [1] | |
Common stock options | ||||||||
Denominator | ||||||||
Anti-dilutive securities excluded from computation of earnings per share amount | 521,000 | 1,157,000 | 297,000 | 1,586,000 | ||||
Continuing Operations | ||||||||
Numerator | ||||||||
Common stock warrants | $ 0 | $ 0 | $ 0 | $ 18,470 | ||||
Equity awards | 0 | 0 | 0 | 0 | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 0 | $ 0 | $ (18,470) | ||||
Denominator | ||||||||
Common stock warrants, shares | 0 | 0 | 0 | 392,000 | ||||
Non-employee stock options and restricted stock units, shares | 0 | 0 | 0 | 0 | ||||
Dilutive potential shares of common stock, shares | 0 | 0 | 0 | 392,000 | ||||
Weighted average shares outstanding, diluted | 19,176,000 | 17,498,000 | 19,173,000 | 17,846,000 | ||||
Discontinued Operations | ||||||||
Numerator | ||||||||
Common stock warrants | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Equity awards | 0 | 0 | 0 | 0 | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Denominator | ||||||||
Common stock warrants, shares | 0 | 0 | 0 | 392,000 | ||||
Non-employee stock options and restricted stock units, shares | 0 | 0 | 0 | 0 | ||||
Dilutive potential shares of common stock, shares | 0 | 0 | 0 | 392,000 | ||||
Weighted average shares outstanding, diluted | 19,176,000 | 17,498,000 | 19,173,000 | 17,846,000 | ||||
[1] | The sum of net income (loss) per share amounts may not equal the totals due to rounding. |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Disclosure Inventory Net [Abstract] | ||
Raw materials | $ 3,773 | $ 3,453 |
Work in process | 8,873 | 7,991 |
Inventory, net | $ 12,646 | $ 11,444 |
Collaboration and Financing Agr
Collaboration and Financing Agreements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2011 | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Common stock issued and sold to Healthcare Royalty, amount | $ 19 | $ 19 | |
Common stock issued and sold to Healthcare Royalty, shares | 19,186,000 | 19,170,000 | |
Warrant exercisable to Healthcare Royalty, shares | 28,125 | ||
Warrant exercisable to Healthcare Royalty, price per share (usd per share) | $ 72 | ||
Embedded Derivative Liabilities | |||
Debt Instrument [Line Items] | |||
Fair value of embedded derivatives | $ 51,400 | $ 53,000 | |
Change in fair value | (1,600) | ||
Common Stock Warrant Liabilities | |||
Debt Instrument [Line Items] | |||
Fair value of embedded derivatives | $ 5,657 | $ 5,093 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Informational (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 27, 2012 | Jul. 31, 2012 | Jul. 31, 2011 | Dec. 31, 2014 | Jun. 30, 2015 |
Schedule Of Common Stock [Line Items] | |||||
Shares of common stock exercisable through warrants | 1,901,931 | ||||
Warrants exercise price per share | $ 20 | ||||
Term of common stock warrant exercisable (years) | 5 years | 10 years | |||
Proceeds from warrant exercises | $ 1,163 | ||||
Fair value of warrant liabilities | 4,978 | $ 5,538 | |||
Warrant exercisable to Healthcare Royalty, shares | 28,125 | ||||
Warrant exercisable to Healthcare Royalty, price per share (usd per share) | $ 72 | ||||
Healthcare Royalty | |||||
Schedule Of Common Stock [Line Items] | |||||
Fair value of warrant liabilities | $ 115 | $ 119 | |||
Common stock warrants | |||||
Schedule Of Common Stock [Line Items] | |||||
Warrants exercised | 58,156 | ||||
IPO | |||||
Schedule Of Common Stock [Line Items] | |||||
Number of shares issued in public offering | 1,973,000 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions used in Black-Scholes Option-Pricing Model (Detail) - Stock Options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate minimum (percent) | 1.60% | 1.60% | 1.50% | 1.60% |
Risk free interest rate maximum (percent) | 1.80% | 1.90% | 1.80% | 2.00% |
Expected volatility rate minimum (percent) | 76.70% | 84.20% | 76.70% | 84.20% |
Expected volatility rate maximum (percent) | 79.20% | 84.70% | 79.20% | 84.90% |
Expected dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 5 years 1 month | 5 years 1 month | 5 years 1 month | 5 years 1 month |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month | 6 years 1 month 6 days | 6 years 1 month | 6 years 1 month |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,370 | $ 2,274 | $ 3,720 | $ 4,318 |
Cost of sales | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 103 | 141 | 196 | 268 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 186 | 364 | 409 | 721 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,081 | $ 1,769 | $ 3,115 | $ 3,329 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ (2,370) | $ (2,274) | $ (3,720) | $ (4,318) |
Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 207 | 207 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 262 | $ 262 | ||
Stock-based compensation | 56 | $ (109) | 82 | $ (150) |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation costs | $ 8,338 | $ 8,338 | ||
Recognition over weighted average periods | 2 years 5 months | |||
Stock Options | Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 2 years 8 months |
Sale of Zohydro ER business - N
Sale of Zohydro ER business - Narrative (Details) - USD ($) $ in Thousands | Apr. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 80,926 | $ 89,624 | |||
Net product revenue | $ 0 | $ 3,355 | 0 | 9,840 | |
Stock-based compensation | 4,465 | 5,292 | |||
Zohydro ER | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 80,000 | ||||
Restricted cash | $ 10,000 | ||||
Potential indemnification period | 12 months | ||||
Common stock received | $ 10,614 | ||||
Supply commitment remaining amount | 2,057 | ||||
Potential additional cash payments | 283,500 | ||||
Regulatory milestone payment | 12,500 | ||||
Potential sales milestone | 271,000 | ||||
Purchase discounts | 2,400 | ||||
Net gain on sale of business | 75,575 | ||||
Zohydro ER | Ferrimill Limited | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net product revenue | 900 | ||||
Zohydro ER | Ferrimill Limited | Indemnification Agreement | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Maximum indemnification amount | $ 5,000 | ||||
Zohydro ER | Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Stock-based compensation | 898 | 974 | |||
Amortization | $ 166 | $ 209 |
Sale of Zohydro ER business - I
Sale of Zohydro ER business - Income Statement and Balance Sheet Disclosures Related to Zohydro (Details) - USD ($) $ in Thousands | Apr. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income tax expense | $ (13,500) | |||||
Net income (loss) from discontinued operations before tax | 79,160 | $ (14,672) | $ 66,464 | $ (30,651) | ||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||||||
Total current assets of discontinued operations | 5,796 | 5,796 | $ 7,196 | |||
Total current liabilities of discontinued operations | 9,990 | 9,990 | 22,307 | |||
Zohydro ER | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net product revenue | 4,173 | 2,425 | 9,179 | 2,710 | ||
Cost of product sold | 612 | 446 | 1,952 | 495 | ||
Royalty expense | 291 | 263 | 708 | 359 | ||
Research and development | 1,020 | 957 | 5,829 | 1,954 | ||
Selling, general and administrative | 3,097 | 15,431 | 14,233 | 30,553 | ||
Restructuring expense | 568 | 0 | 568 | 0 | ||
Gain on sale of business | $ (89,053) | (89,053) | 0 | (89,053) | 0 | |
Total operating (income) expenses | (83,465) | 17,097 | (65,763) | 33,361 | ||
Other income | 5,000 | 0 | 5,000 | 0 | ||
Net income (loss) from discontinued operations before tax | 92,638 | (14,672) | 79,942 | (30,651) | ||
Income tax expense | (13,478) | 0 | (13,478) | 0 | ||
Net income (loss) from discontinued operations before tax | 79,160 | $ (14,672) | 66,464 | $ (30,651) | ||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||||||
Trade accounts receivable | 365 | 365 | 2,799 | |||
Inventory | 251 | 251 | 1,995 | |||
Prepaid expenses and other current assets | 5,180 | 5,180 | 2,402 | |||
Total current assets of discontinued operations | 5,796 | 5,796 | 7,196 | |||
Other assets | 231 | 231 | 2,673 | |||
Total assets of discontinued operations | $ (2,516) | 6,027 | 6,027 | 9,869 | ||
Accounts payable | 1,875 | 1,875 | 3,781 | |||
Accrued expenses | 5,814 | 5,814 | 9,470 | |||
Accrued compensation | 376 | 376 | 1,933 | |||
Deferred revenue | 1,925 | 1,925 | 7,123 | |||
Total current liabilities of discontinued operations | 9,990 | 9,990 | 22,307 | |||
Total liabilities of discontinued operations | $ 9,990 | $ 9,990 | $ 22,307 |
Sale of Zohydro ER business - G
Sale of Zohydro ER business - Gain on Sale of Business (Details) - Zohydro ER - USD ($) $ in Thousands | Apr. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Non-contingent consideration received | $ 93,597 | |||||
Carrying value of assets transferred to Ferrimill | (2,516) | $ 6,027 | $ 6,027 | $ 9,869 | ||
Transaction costs | (2,028) | |||||
Net gain on sale of business before income tax | 89,053 | $ 89,053 | $ 0 | $ 89,053 | $ 0 | |
Income tax expense | (13,478) | |||||
Net gain on sale of business | $ 75,575 |
Restructuring - Restructuring L
Restructuring - Restructuring Liability Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Costs incurred and charged to expense | 568 |
Payments | (521) |
Ending balance | $ 47 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended |
Apr. 30, 2015employee | Jun. 30, 2015USD ($) | |
Restructuring and Related Activities [Abstract] | ||
Number of employees transitioned to Pernix | 100 | |
Number of additional positions to be eliminated | 16 | |
Costs incurred and charged to expense | $ | $ 568 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax expense from discontinued operations | $ 13.5 |
Current income tax benefit | 6.9 |
Deferred income tax benefit | $ 6.5 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Aug. 10, 2015USD ($)$ / sharesshares | Jul. 20, 2015USD ($)ft² | Jul. 01, 2015shares | Jul. 31, 2012shares | Jun. 30, 2015ft²shares | Dec. 31, 2014shares |
Subsequent Event [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||||
Rentable area (in sqft) | ft² | 12,118 | |||||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | |||||
Common stock conversion ratio | 0.125 | |||||
Monthly rent expense | $ | $ 39,384 | |||||
Increase in annual base rate (percent) | 3.00% | |||||
Price per share (in usd per share) | $ / shares | $ 18 | |||||
IPO | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in public offering | 1,973,000 | |||||
IPO | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in public offering | 5,462,500 | |||||
Proceeds from issuance of IPO | $ | $ 92,000,000 | |||||
Over-Allotment Option | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in public offering | 712,500 | |||||
Amended Lease Agreement | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Rentable area (in sqft) | ft² | 9,916 | |||||
Renewal term | 5 years | |||||
Delivery period for new property | 45 days | |||||
Monthly rent expense | $ | $ 32,227 | |||||
Rent abatement period | 60 days | |||||
Rent abatement contingency period maximum | 21 days |
Short-term Investments (Details
Short-term Investments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Amortized Cost | $ 10,614 |
Gross Unrealized Losses | (1,552) |
Estimated Fair Value | $ 9,062 |
Co-Promotion, Waiver And Fina43
Co-Promotion, Waiver And Financing Agreements (Details) | Oct. 29, 2014USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 23, 2015 |
Silicon Valley Bank | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Liquidity ratio | 1.2500 | |||
Migranal | Sales Revenue, Services, Net [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Proceeds from contract termination | $ 500,000 | |||
Zohydro ER | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Product exclusivity period | 3 years | |||
First payment of royalty agreement | $ 5,000,000 | |||
Second royalty payment | 5,000,000 | |||
Sales threshold to receive royalty payments | $ 5,000,000 | |||
Zohydro ER | Sales Revenue, Services, Net [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Revenue recognized | $ 5,000,000 |