Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 04, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Retrophin, Inc. | |
Entity Central Index Key | 1,438,533 | |
Trading Symbol | rtrx | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 36,676,735 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 23,262 | $ 37,805 |
Marketable securities | 199,083 | 191,799 |
Accounts receivable, net | 13,400 | 12,458 |
Inventory, net | 3,230 | 2,536 |
Prepaid expenses and other current assets | 3,093 | 2,378 |
Prepaid taxes | 8,498 | 8,107 |
Note receivable, current | 47,173 | 46,849 |
Total current assets | 297,739 | 301,932 |
Property and equipment, net | 417 | 428 |
Other asset | 1,859 | 1,859 |
Intangible assets, net | 160,260 | 161,536 |
Goodwill | 936 | 936 |
Note receivable, long term | 45,889 | 45,573 |
Total assets | 507,100 | 512,264 |
Current liabilities: | ||
Accounts payable | 4,647 | 7,639 |
Accrued expenses | 20,392 | 23,820 |
Guaranteed minimum royalty, short term | 2,000 | 2,000 |
Other current liabilities | 1,235 | 958 |
Business combination-related contingent consideration | 13,873 | 13,754 |
Derivative financial instruments, warrants | 24,470 | 38,810 |
Total current liabilities | 66,617 | 86,981 |
Convertible debt | 43,929 | 43,766 |
Other non-current liabilities | 2,889 | 3,066 |
Guaranteed minimum royalty, long term | 8,689 | 8,885 |
Business combination-related contingent consideration, less current portion | 46,426 | 45,267 |
Deferred income tax liability, net | 19,318 | 24,328 |
Total liabilities | 187,868 | 212,293 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 20,000,000 shares authorized; 0 issued and outstanding as of March 31, 2016 and December 31, 2015 | 0 | 0 |
Common stock $0.0001 par value; 100,000,000 shares authorized; 36,592,435 and 36,465,853 issued and 36,592,435 and 36,465,853 outstanding as of March 31, 2016 and December 31, 2015, respectively | 4 | 4 |
Additional paid-in capital | 373,327 | 365,802 |
Accumulated deficit | (53,937) | (65,153) |
Accumulated other comprehensive loss | (162) | (682) |
Total stockholders' equity | 319,232 | 299,971 |
Total liabilities and stockholders' equity | $ 507,100 | $ 512,264 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 36,592,435 | 36,465,853 |
Common stock shares outstanding (in shares) | 36,592,435 | 36,465,853 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net product sales | $ 29,008 | $ 17,372 |
Operating expenses: | ||
Cost of goods sold | 757 | 274 |
Research and development | 14,672 | 10,347 |
Selling, general and administrative | 19,125 | 14,855 |
Change in valuation of contingent consideration | (2,695) | 0 |
Total operating expenses | 37,249 | 25,476 |
Operating loss | (8,241) | (8,104) |
Other income (expenses), net: | ||
Other income, net | 210 | 311 |
Interest expense, net | (163) | (3,798) |
Finance expense | 0 | (600) |
Change in fair value of derivative instruments | 14,340 | (36,753) |
Bargain purchase gain | 0 | 48,578 |
Total other income, net | 14,387 | 7,738 |
Income (Loss) before provision for income taxes | 6,146 | (366) |
Income tax benefit | 5,070 | 40,021 |
Net income | $ 11,216 | $ 39,655 |
Net earnings per common share, basic (in dollars per share) | $ 0.31 | $ 1.46 |
Net earnings (loss) per common share, diluted (in dollars per share) | $ (0.08) | $ 1.32 |
Weighted average common shares outstanding, basic (in shares) | 36,520,186 | 27,157,883 |
Weighted average common shares outstanding, diluted (in shares) | 37,947,479 | 30,380,694 |
Comprehensive income: | ||
Net income | $ 11,216 | $ 39,655 |
Foreign currency translation | (69) | 23 |
Unrealized loss on marketable securities | (549) | (3,221) |
Comprehensive income | $ 10,598 | $ 36,457 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net income | $ 11,216 | $ 39,655 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 3,891 | 1,779 |
Realized gain on marketable securities | 0 | (107) |
Gain upon divestiture of assets to Turing Pharmaceuticals | 0 | (914) |
Deferred income tax benefit | (5,070) | (40,021) |
Interest income from notes receivable | (640) | 0 |
Non-cash interest expense | 532 | 499 |
Amortization of premiums on marketable securities | 389 | 0 |
Amortization of debt discount and deferred financing costs | 163 | 502 |
Lease liability | 0 | (160) |
Legal accrual reversal | (2,967) | 0 |
Bargain purchase gain | 0 | (48,578) |
Share based compensation | 6,793 | 5,573 |
Derivative financial instruments, warrants, issued, recorded in interest expense | 0 | 1,050 |
Change in estimated fair value of liability classified warrants | (14,340) | 36,753 |
Change in estimated fair value of contingent consideration | 2,695 | 0 |
Payments related to change in fair value of contingent consideration | (427) | (90) |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable | (927) | (203) |
Inventory | (302) | (353) |
Prepaid expenses and other current assets | (1,013) | 127 |
Accounts payable and accrued expenses | (3,560) | (2,106) |
Net cash used in operating activities | (3,567) | (6,594) |
Cash Flows From Investing Activities: | ||
Purchase of fixed assets | (24) | (25) |
Cash paid for intangible assets | (2,575) | (948) |
Proceeds from the sale/maturity of marketable securities | 17,495 | 282 |
Purchase of marketable securities | (24,652) | 0 |
Cash received upon divestiture of asset | 0 | 3,311 |
Cash paid upon acquisition, net of cash acquired | 0 | (33,430) |
Net cash used in investing activities | (9,756) | (30,810) |
Cash Flows From Financing Activities: | ||
Payment of guaranteed minimum royalty | (500) | (500) |
Proceeds from exercise of warrants | 0 | 520 |
Payment of other liability | 0 | (500) |
Proceeds from exercise of stock options | 781 | 157 |
Proceeds received from issuance of common stock | 0 | 149,454 |
Financing costs from issuance of common stock | 0 | (9,201) |
Net cash used in (provided by) financing activities | (926) | 139,375 |
Effect of exchange rate changes on cash | (294) | 0 |
Net change in cash | (14,543) | 101,971 |
Cash, beginning of year | 37,805 | 18,204 |
Cash, end of period | 23,262 | 120,175 |
Manchester | ||
Cash Flows From Financing Activities: | ||
Payment of acquisition-related contingent consideration | (992) | (555) |
Asklepion | ||
Cash Flows From Financing Activities: | ||
Payment of acquisition-related contingent consideration | $ (215) | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Organization and Description of Business In this Quarterly Report on Form 10-Q, unless the context requires otherwise, the terms “we”, “our”, “us”, “Retrophin” and the “Company” refer to Retrophin, Inc., a Delaware corporation, as well as our direct and indirect subsidiaries. We are a fully integrated biopharmaceutical company with approximately 130 employees headquartered in San Diego, California dedicated to delivering life-changing therapies to people living with rare diseases who have few, if any, treatment options. Our approach centers on our pipeline, featuring clinical-stage assets targeting rare diseases with significant unmet medical needs, including sparsentan for focal segmental glomerulosclerosis (FSGS), a disorder characterized by progressive scarring of the kidney often leading to end-stage renal disease, and RE-024 for pantothenate kinase-associated neurodegeneration (PKAN), a life-threatening neurological disorder that typically begins in early childhood. Research exploring the potential of early-stage assets, including RE-034, in several rare diseases is also underway. Our research and development efforts are supported by revenues from the Company's marketed products, Chenodal ® , Cholbam ® and Thiola ® . In addition we regularly evaluate and, where appropriate, act on opportunities to expand our product pipeline through licenses and acquisitions of products in areas that will serve patients with serious, catastrophic or rare diseases and that we believe offer attractive growth characteristics. Products on the market: • Chenodal ® (chenodeoxycholic acid) is approved in the United States for the treatment of patients suffering from gallstones in whom surgery poses an unacceptable health risk due to disease or advanced age. Chenodal has also been the standard of care for cerebrotendinous xanthomatosis (“CTX”) patients for more than three decades and the Company is currently pursuing adding this indication to the label. • Cholbam ® (cholic acid) is approved in the United States for the treatment of bile acid synthesis disorders due to single enzyme defects and is further indicated for adjunctive treatment of patients with peroxisomal disorders. • Thiola ® (tiopronin) is approved in the United States for the prevention of cysteine (kidney) stone formation in patients with cystinuria. Product Candidates: Sparsentan , also known as RE-021, is an investigational therapeutic agent which acts as both a potent angiotensin receptor blocker (“ARB”), as well as a selective endothelin receptor antagonist (“ERA”), with in vitro selectivity toward endothelin receptor type A . We have secured a license to sparsentan from Ligand Pharmaceuticals, Inc. and Bristol-Myers Squibb Company (who referred to it as DARA). We are developing sparsentan as a treatment for FSGS, which is a leading cause of end-stage renal disease and Nephrotic Syndrome (“NS”). There are no U.S. Food and Drug Administration ("FDA") approved pharmacological treatments for FSGS and the off-label armamentarium is limited to ACE/ARBs, steroids, and immunosuppressant agents, which are effective in only a subset of patients. We estimate that there are at least 40,000 FSGS patients in the United States. We have completed enrollment for our DUET Phase 2 clinical study of sparsentan for the treatment of FSGS and we anticipate having a top line data read out in the third quarter of 2016. Depending on the robustness of the data obtained in the DUET study, we may be able to support an application for accelerated approval for sparsentan on the basis of proteinuria as a surrogate endpoint. Sparsentan was granted fast track designation by the FDA in June 2015, and orphan drug designation in the U.S. and EU in January and November 2015, respectively. We are developing RE-024, a novel small molecule, as a potential treatment for PKAN. PKAN is a genetic neurodegenerative disorder that is typically diagnosed in the first decade of life. Consequences of PKAN include dystonia, dysarthria, rigidity, retinal degeneration, and severe digestive problems. PKAN is estimated to affect 1 to 3 persons per million. There are currently no viable treatment options for patients with PKAN. RE-024 is a phosphopantothenate prodrug therapy that aims to restore levels of this key substrate in PKAN patients. Certain international health regulators have approved the initiation of dosing RE-024 in PKAN patients under physician-initiated studies in accordance with local regulations in their respective countries. The Company filed a Investigational New Drug application ("U.S. IND") for RE-024 with the FDA in the first quarter of 2015 to support the commencement of a Company-sponsored Phase 1 study, which was successfully completed during 2015. RE-024 was granted orphan drug designation by the FDA in May 2015 and was granted fast track designation by the FDA in June 2015. On February 24, 2016, we announced RE-024 was granted orphan drug designation from the European Commission. The Company has begun interacting with the FDA regarding the initiation of a potential registration-enabling efficacy trial in PKAN patients. RE-034 is a synthetic hormone analog of the first 24 amino acids of the 39 amino acids contained in adrenocorticotropic hormone ("ACTH") incorporated into a novel formulation developed by the Company. RE-034 exhibits similar physiological actions as endogenous ACTH by binding to all five melanocortin receptors (pan-MCR), resulting in its anti-inflammatory and immunomodulatory effects. Retrophin has successfully manufactured RE-034 at proof-of-concept scale using a novel formulation process that allows modulation of the release of the active ingredient from the site of administration. The Company intends to continue preclinical development of RE-034 to enable multiple strategic options. Preclinical: NGLY1 The Company entered into a research collaboration with the Grace Science Foundation and the Warren Family Research Center for Drug Discovery and Development at the University of Notre Dame for the development of a novel therapeutic for patients with NGLY1 deficiency, a rare genetic disorder. NGLY1 deficiency is believed to be caused by a deficiency in an enzyme called N-glycanase-1, which is encoded by the gene NGLY1. The condition is characterized by a variety of symptoms, including global developmental delay, movement disorder, seizures, and ocular abnormalities. Under this collaboration, the Grace Science Foundation will provide support and funding to Retrophin to enable discovery efforts that aim to validate and address a new molecular target that may be relevant to NGLY1 deficiency. The Warren Family Research Center for Drug Discovery and Development at the University of Notre Dame will provide funding and in-kind research support to help Retrophin advance this program. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2016, and amended on March 2, 2016. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2015 balance sheet information was derived from the audited financial statements as of that date. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying condensed consolidated financial statements follows: Principles of Consolidation The unaudited condensed consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Adoption of New Accounting Standards In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of as a deferred charge. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015. The Company adopted the new guidance effective March 31, 2016. The adoption of the new guidance does not have a material impact on the Company’s financial statements. See Note. 10 for further discussion. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred taxes. This amendment requires that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. However, an entity shall not offset deferred tax liabilities and assets attributable to different tax jurisdictions. ASU 2015-17 is effective for annual and interim reporting periods ending after December 15, 2016. Early adoption is permitted, and the new guidance may be applied either prospectively or retrospectively. We adopted this guidance prospectively as of December 31, 2015. Therefore, prior periods have not been adjusted to reflect this adoption. This change in accounting principle does not change our results of operations, cash flows or stockholders’ equity. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers. Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration for which the entity expects to be entitled for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-9 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This standard amends Topic 330, Inventory , which currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. When this standard is adopted, an entity should measure in scope inventory at the lower of cost and 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 amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this ASU clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. In addition, the ASU elevates the statutory tax withholding threshold to qualify for equity classification up to the maximum statutory tax rates in the applicable jurisdiction(s). The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. The ASU provides an optional accounting policy election (with limited exceptions), to be applied on an entity-wide basis, to either estimate the number of awards that are expected to vest (consistent with existing U.S. GAAP) or account for forfeitures when they occur. The ASU is effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Certain detailed transition provisions apply if an entity elects to early adopt. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s Income tax benefit of $5.1 million and $40.0 million reflect effective tax rates of (82.5)% and 10,930% for the three months ended March 31, 2016 and 2015, respectively, inclusive of discrete income and loss items recorded in the quarterly financial statements. Under GAAP, quarterly effective tax rates may vary significantly depending on the actual operating results in the various tax jurisdictions and significant transactions, as well as changes in the valuation allowance related to the expected recovery of deferred tax assets. For the three months ended March 31, 2016, when compared to the same period in 2015, the decrease in the tax benefit and effective income tax rate was primarily attributable to the release of a U.S. federal valuation allowance in 2015. At March 31, 2016, we had gross unrecognized tax benefits of $6.3 million compared to $3.3 million at December 31, 2015, representing a net increase of $3.0 million during the quarter ended March 31, 2016. If recognized, $4.8 million of unrecognized tax benefits would affect the Company’s effective tax rate. We did not recognize any interest and penalties related to unrecognized tax benefits during the three month ended March 31, 2016. We are currently not under income tax audit examination in any material jurisdictions in which we operate. |
RECEIVABLES
RECEIVABLES | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES Trade Receivables Accounts receivable, net of reserves for prompt pay discounts and doubtful accounts, was $13.4 million and $12.5 million at March 31, 2016 and December 31, 2015 , respectively. The total reserves for both periods were immaterial. Notes Receivables Notes receivable arose from the sale by the Company of a pediatric priority review voucher ("PRV") in July 2015 to Sanofi for $245.0 million . $150.0 million was received upon closing, and $47.5 million is due on each of the first and second anniversaries of the closing. In accordance with GAAP, the Company recorded the future short term and long term notes receivable at their present value of $46.2 million and $44.9 million , respectively, at the date of the sale using a discount rate of 2.8% . The accretion on the notes receivable totaled $0.6 million and is recorded in interest expense, net, in the Consolidated Statements of Operations and Comprehensive Income for the three month period ending March 31, 2016 . The present value of the current and long-term notes receivable was $47.2 million and $45.9 million , and $46.8 million and $45.6 million , as of March 31, 2016 and December 31, 2015 , respectively. The Company noted no indications for impairment as of March 31, 2016 . |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The Company's marketable securities as of March 31, 2016 and December 31, 2015 were comprised of available-for-sale marketable securities which are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income. The amortized cost of debt securities in this category are adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. During the three months ended March 31, 2016 , investment activity for the Company included $17.5 million in maturities and purchases of $24.7 million , all relating to debt based marketable securities. Marketable securities consist of the following ( in thousands ): March 31, 2016 December 31, 2015 Marketable other than equity securities: Commercial paper $ 26,925 $ 31,864 Corporate debt securities 132,647 125,547 Securities of government sponsored entities 39,511 34,388 Total Marketable Securities: $ 199,083 $ 191,799 The following is a summary of short-term marketable securities classified as available-for-sale as of March 31, 2016 ( in thousands ): Remaining Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Marketable other than equity securities: Commercial paper Less than 1 $ 26,939 $ — $ (14 ) $ 26,925 Corporate debt securities Less than 1 90,578 14 (128 ) 90,464 Total maturity less than 1 year 117,517 14 (142 ) 117,389 Corporate debt securities 1 to 2 42,149 86 (52 ) 42,183 Securities of government-sponsored entities 1 to 2 39,510 9 (8 ) 39,511 Total maturity 1 to 2 years 81,659 95 (60 ) 81,694 Total available-for-sale securities $ 199,176 $ 109 $ (202 ) $ 199,083 The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2015 ( in thousands ): Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Marketable Other than Equity Securities: Commercial paper Less than 1 $ 31,899 $ 6 $ (41 ) $ 31,864 Corporate debt securities Less than 1 69,859 — (164 ) 69,695 Total maturity less than 1 year 101,758 6 (205 ) 101,559 Corporate debt securities 1 to 2 56,162 — (310 ) 55,852 Securities of government-sponsored entities 1 to 2 34,522 2 (136 ) 34,388 Total maturity 1 to 2 years 90,684 2 (446 ) 90,240 Total available-for-sale securities $ 192,442 $ 8 $ (651 ) $ 191,799 The primary objective of the Company’s investment portfolio is to enhance overall returns while preserving capital and liquidity. The Company’s investment policy limits interest-bearing security investments to certain types of instruments issued by institutions with primarily investment grade credit ratings and places restrictions on maturities and concentration by asset class and issuer. The Company reviews the available-for-sale investments for other-than-temporary declines in fair value below cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security, and the intent to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The assessment of whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security. As of March 31, 2016 and December 31, 2015 , the Company believed the cost basis for available-for-sale investments was recoverable in all material respects. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Since 2013, the Company has issued five tranches of common stock purchase warrants to secure financing, remediate covenant violations and provide consideration for credit facility amendments extinguished in 2015. The Company accounts for derivative financial instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity , pursuant to which instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company’s warrants are classified as liability instruments due to an anti-dilution provision that provides for a reduction to the exercise price of the warrants if the Company issues additional equity or equity linked instruments in the future at an effective price per share less than the exercise price then in effect. The warrants are re-measured at each balance sheet date based on estimated fair value. Changes in estimated fair value are recorded as non-cash adjustments within other income (expenses), net, in the Company’s accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The Company recorded a gain on the change in the estimated fair value of warrants of $14.3 million and a loss on the change in the estimated fair value of warrants of $36.8 million for the three months ended March 31, 2016 and 2015 , respectively. The Company calculated the fair value of the warrants using the Monte Carlo Simulation as of March 31, 2016 and December 31, 2015 , using the following assumptions: March 31, 2016 December 31, 2015 Fair value of common stock $ 13.66 $ 19.29 Remaining life of the warrants (in years) 1.8 - 3.8 years 2.1 - 4.0 years Risk-free interest rate 0.7 - 1.0% 1.11-1.59% Expected volatility 70-85% 75-85% Dividend yield — % — % **There are no liquidity events expected within the life of the outstanding warrants. Expected volatility is based on analysis of the Company’s volatility, as well as the volatilities of guideline companies. The risk free interest rate is based on the U.S. Treasury security rates for the remaining term of the warrants at the measurement date. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial Instruments and Fair Value The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The valuation techniques used to measure the fair value of the Company’s marketable securities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. Based on the fair value hierarchy, the Company classified marketable securities within Level 2. In estimating the fair value of the Company’s derivative liabilities, the Company used the Monte Carlo Simulation as of March 31, 2016 and December 31, 2015 . Based on the fair value hierarchy, the Company classified the derivative liability within Level 3. In estimating the fair value of the Company’s contingent consideration, the Company used the comparable uncontrolled transaction (“CUT”) method for royalty payments based on projected revenues. Based on the fair value hierarchy, the Company classified contingent consideration within Level 3 because valuation inputs are based on projected revenues discounted to a present value. Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, notes receivable, and accounts payable, due to their short term nature. We estimate the fair value of convertible debt is $59.8 million , considering factors such as market conditions, prepayment and make-whole provisions, variability in pricing from multiple lenders and term of debt. The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of March 31, 2016 ( in thousands ): As of March 31, 2016 Total carrying and estimated fair value Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset: Marketable securities, available-for-sale $ 199,083 $ — $ 199,083 $ — Liabilities: Derivative liability related to warrants $ 24,470 $ — $ — $ 24,470 Business combination-related contingent consideration $ 60,299 $ — $ — $ 60,299 The following table presents the Company’s asset and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of December 31, 2015 ( in thousands ): As of December 31, 2015 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset: Marketable securities, available-for-sale $ 191,799 $ — $ 191,799 $ — Liabilities: Derivative liability related to warrants $ 38,810 $ — $ — $ 38,810 Business combination-related contingent consideration $ 59,021 $ — $ — $ 59,021 The following table sets forth a summary of changes in the estimated fair value of the Company’s derivative financial instruments-warrants liability for the three months ended March 31, 2016 ( in thousands ): Fair Value Measurements of Common Stock Warrants Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 38,810 Reclassification of derivative liability to equity upon exercise of warrants — Issuance of Warrants — Change in estimated fair value of liability classified warrants (14,340 ) Balance at March 31, 2016 $ 24,470 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company performs a detailed analysis of the assets and liabilities that are subject to ASC 820. See Note 7 for further discussion of derivative financial instruments relating to warrants. The following table sets forth a summary of changes in the estimated fair value of the Company's business combination-related contingent consideration for the three months ended March 31, 2016 (in thousands): Fair Value Measurements Balance at January 1, 2016 $ 59,021 Increase from revaluation of contingent consideration 2,695 Contractual payments accrued at March 31, 2016 (1,510 ) Foreign currency impact 93 Balance at March 31, 2016 $ 60,299 The fair value of contingent consideration liabilities was determined by applying a form of the income approach (a level 3 input), based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the performance targets. The key assumptions included in the calculations were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments. During the three month period ended March 31, 2016 , the Company incurred a charge of $2.7 million in operating expenses on the Condensed Consolidated Statement of Operations and Comprehensive Income, $1.4 million and $1.3 million of which is related to the increase in contingent consideration liabilities for the products Chenodal and Cholbam, respectively. The value increased due to changes in the estimated timing of payments. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS As of March 31, 2016 , the net book value of amortizable intangible assets was approximately $160.3 million . The following table sets forth amortizable intangible assets as of March 31, 2016 and December 31, 2015 ( in thousands ): March 31, 2016 December 31, 2015 Finite-lived intangible assets $ 181,705 $ 179,096 Less: accumulated amortization (21,445 ) (17,560 ) Net carrying value $ 160,260 $ 161,536 The following table summarizes amortization expense for the three months ended March 31, 2016 and 2015 ( in thousands ): Three Months Ended March 31, 2016 2015 Research and development $ 82 $ 221 Selling, general and administrative 3,803 1,514 Total amortization expense $ 3,885 $ 1,735 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Convertible Notes Payable On May 29, 2014, the Company entered into a Note Purchase Agreement relating to a private placement by the Company of $46.0 million aggregate principal senior convertible notes due in 2019 (the “Notes”) which are convertible into shares of the Company’s common stock at an initial conversion price of $17.41 per share. The conversion price is subject to customary anti-dilution protection. The Notes bear interest at a rate of 4.5% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The Notes mature on May 30, 2019 unless earlier converted or repurchased in accordance with the terms, and there are no contractual payments due prior to that date. At March 31, 2016 and December 31, 2015 , the aggregate carrying value of the Notes was $43.9 million and $43.8 million , respectively. As of March 31, 2016, the Company retrospectively adopted FASB ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This ASU amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of as a deferred charge. The aggregate carrying value of the Notes at March 31, 2016 and December 31, 2015 are net of $0.1 million of debt issuance costs. Total interest expense on the Notes was $0.7 million for the three months ending March 31, 2016 and 2015, respectively, which included $0.2 million related to the accretion of the debt discount for those periods, respectively. The Notes Payable in the Annual Report on Form 10-K issued on February 26, 2016 were shown as $43.9 million . |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses at March 31, 2016 and December 31, 2015 consisted of the following ( in thousands ): March 31, 2016 December 31, 2015 Government rebates payable $ 3,497 $ 3,158 Compensation related costs 3,386 7,143 Accrued royalties and contingent consideration 4,459 4,688 Research and development 5,476 4,281 Selling, general and administrative 1,282 2,703 Legal fees 498 882 Interest 776 259 Miscellaneous accrued 1,018 706 $ 20,392 $ 23,820 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic and diluted net earnings (loss) per common share is calculated by dividing net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The Company’s potentially dilutive shares, which include outstanding stock options, restricted stock units, warrants and shares issuable upon conversion of the Notes, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Basic and diluted net earnings (loss) per share is calculated as follows (net income amounts are stated in thousands) : Three Months Ended March 31, 2016 March 31, 2015 Shares Net Income EPS Shares Net Income EPS Basic Earnings per Share 36,520,186 $ 11,216 $ 0.31 27,157,883 $ 39,655 $ 1.46 Dilutive shares related to warrants 1,427,293 — — — — Change in fair value of derivative instruments — (14,340 ) — — — — Convertible debt — — — 2,642,160 518 — Restricted stock — — — 211,688 — — Stock options — — — 368,963 — — Dilutive earnings per share 37,947,479 $ (3,124 ) $ (0.08 ) 30,380,694 $ 40,173 $ 1.32 For the three months ended March 31, 2016 and 2015 , the following shares were excluded because they were anti-dilutive: Three Months Ended March 31, 2016 March 31, 2015 Restricted stock units 341,606 — Convertible debt 2,642,160 — Options 5,609,418 1,200,000 Warrants — 3,422,021 Total Anti-Dilutive Shares 8,593,184 4,622,021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases and Sublease Agreements California Offices San Diego Office On September 8, 2014, the Company entered into a lease agreement for its corporate headquarters located in San Diego, California. The Company rents this office space for approximately $540,000 per annum plus escalations. The lease commenced on October 1, 2014 and expires on December 31, 2017. Carlsbad Office - Vacated In October 2014, Retrophin ceased use of this facility and all employees moved into the new headquarters facility in San Diego, California. As a result of vacating this location, the Company recorded a loss of $0.2 million in the year ended December 31, 2014. On March 27, 2015 the Company was able to sublease a portion of this facility for the remaining lease term. The Company is in a listing agreement with a broker to market the remaining Carlsbad space for sublease. The company's leases for the two suites which encompass this facility expire on February 28, 2017 and June 30, 2017. Massachusetts Office On July 31, 2014, the Company entered into a sublease agreement for new office space located in Cambridge, Massachusetts. The Company rents this office space for approximately $815,000 per annum. The sublease expires on December 31, 2016. New York Office On December 30, 2015, the Company amended the lease agreement for its offices in New York, New York to extend the lease term through November 2018. This Company rents this office space for approximately $550,000 per annum in rent plus escalations. Research Collaboration and Licensing Agreements As part of the Company's research and development efforts, the Company enters into research collaboration and licensing agreements with unrelated companies, scientific collaborators, universities, and consultants. These agreements contain varying terms and provisions which include fees and milestones to be paid by the Company, services to be provided, and ownership rights to certain proprietary technology developed under the agreements. Some of these agreements contain provisions which require the Company to pay royalties, in the event the Company sells or licenses any proprietary products developed under the respective agreements. Contractual Commitments The following table summarizes our principal contractual commitments, excluding open orders that support normal operations, as of March 31, 2016 ( in thousands ): Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating leases $ 2,406 $ 1,040 $ 1,366 $ — $ — Note payable, including contractual interest 53,073 2,070 4,140 46,863 — Sales support services 3,366 416 833 2,117 — Product supply contracts 3,496 2,308 1,188 — — Purchase order commitments 520 257 263 — — $ 62,861 $ 6,091 $ 7,790 $ 48,980 $ — Legal Proceedings On September 19, 2014, purported shareholders of the Company sued Martin Shkreli, the Company’s former Chief Executive Officer, in federal court in the Southern District of New York (Donoghue v. Retrophin, Inc., Case No. 14-cv-7640). The Company is a nominal defendant in this action. The plaintiffs sought, on behalf of the Company, disgorgement of short-swing profits from Mr. Shkreli under section 16(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78(p)(b)). The Court has approved a settlement between the parties, under which Mr. Shkreli is obligated to pay $2,025,000 to the Company and an additional $625,000 to Plaintiffs to compensate them for their legal fees. Mr. Shkreli has defaulted on the judgment and the Company and the Plaintiffs are taking steps to collect it. The Company has not recorded anything related the judgment for 2015. Any related amounts received will be recorded against equity when collected. On February 18, 2016, Mr. Shkreli sought leave from the Court to move for a protective order to block the enforcement of the judgment. The Company and Plaintiffs’ counsel have also sought leave to file motions in connection with their enforcement efforts. On March 16, 2016, the Court granted the parties leave to file their respective motions by April 18, 2016, and ordered that all enforcement efforts be stayed for thirty days. On April 26, 2016, the Court granted the parties’ request for an extension to permit settlement discussions. Motions are now due on May 9, 2016. A settlement conference was previously scheduled for April 14, 2016, but that has also been adjourned, and is now scheduled for June 14, 2016. On October 20, 2014, a purported shareholder of the Company filed a putative class action complaint in federal court in the Southern District of New York against the Company, Mr. Shkreli, Marc Panoff, and Jeffrey Paley (Kazanchyan v. Retrophin, Inc., Case No. 14-cv-8376). On December 16, 2014, a second, related complaint was filed in the Southern District of New York against the same defendants (Sandler v. Retrophin, Inc., Case No. 14-cv-9915). The complaints assert violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with defendants’ public disclosures during the period from November 13, 2013 through September 30, 2014. In December 2014, plaintiff Kazanchyan filed a motion to appoint lead plaintiff, to approve lead counsel, and to consolidate the two related actions. On February 10, 2015, the Court consolidated the two actions, appointed lead plaintiff, and approved lead counsel. Lead plaintiff filed a consolidated amended complaint on March 4, 2015, which again named the Company, Mr. Shkreli, Mr. Panoff, and Mr. Paley as defendants, but which also named Steven Richardson, Stephen Aselage, and Cornelius Golding as additional defendants. On May 26, 2015, with the consent of the lead plaintiff, the court ordered that the claims against Mr. Paley be dismissed. The remaining defendants, including the Company, filed motions to dismiss the consolidated amended complaint, which were fully-briefed as of October 29, 2015. On December 1, 2015, counsel jointly informed the Court that the parties had reached a comprehensive settlement, subject to Court approval. On January 29, 2016, the parties filed motion for preliminary approval of the settlement and supporting papers, including a stipulation of settlement. On February 2, 2016, the Court preliminarily approved the settlement and scheduled a final approval hearing for June 10, 2016. Any amounts owed by the Company would be covered by Director and Officer Insurance. In January 2015, the Company received a subpoena relating to a criminal investigation by the U.S. Attorney for the Eastern District of New York. The subpoena requested information regarding, among other things, the Company’s relationship with Mr. Shkreli and individuals or entities that had been investors in investment funds previously managed by Mr. Shkreli. The Company has been informed that it is not a target of the U.S. Attorney’s investigation, and is cooperating with the investigation. On December 17, 2015, an indictment against the Company’s former Chief Executive Officer, Martin Shkreli, and its former outside counsel, Evan Greebel, was unsealed in the United States District Court for the Eastern District of New York. The Company has also been cooperating with a parallel investigation by the U.S. Securities and Exchange Commission (the “SEC”). On December 17, 2015, the SEC filed a civil complaint against Mr. Shkreli, Mr. Greebel, MSMB Capital Management LLC, and MSMB Healthcare Management LLC in the United States District Court for the Eastern District of New York. In connection with these proceedings, Mr. Shkreli, as well as a number of other current and former directors, officers and employees, have sought advancement of their legal fees from the Company. Mr. Shkreli, in particular, claims that the Company owes him in excess of $5 million in legal fees that he has incurred defending these actions. The Company disputes its obligation to pay the amount in full. On August 17, 2015, the Company filed a lawsuit in federal district court for the Southern District of New York against Martin Shkreli, asserting that he breached his fiduciary duty of loyalty during his tenure as the Company’s Chief Executive Officer and a member of its Board of Directors (Retrophin, Inc. v. Shkreli, 15-CV-06451(NRB)). On August 19, 2015, Mr. Shkreli served a demand for JAMS arbitration on Retrophin, claiming that Retrophin had breached his December 2013 employment agreement. In response to Mr. Shkreli’s arbitration demand, the Company has asserted counterclaims in the arbitration that are substantially similar to the claims it previously asserted in the federal lawsuit against Mr. Shkreli. The parties have selected an arbitration panel. On Mr. Shkreli’s application, and with the Company’s consent, the federal Court has granted a stay of the federal lawsuit pending a determination by the arbitration panel whether the Company’s counterclaims will be litigated in the arbitration, as the Company is seeking. On April 22, 2016, the arbitration panel granted the parties’ request for a stay of the proceedings pending settlement discussions. In connection with these proceedings, Mr. Shkreli has sought advancement of his legal fees from the Company relating to his defense of the Company’s claims against him. Mr. Shkreli claims that he has to date incurred in excess of $2.7 million in fees, including fees incurred in negotiating with the Company over advancement. The Company disputes its obligation to pay the amount in full. As of March 31, 2016 no accruals for loss contingencies have been recorded since the outcomes of these cases are neither probable nor reasonably estimable. From time to time the Company is involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION Restricted Shares Service Based Restricted Stock Awards The following table summarizes the Company’s restricted stock activity during the three months ended March 31, 2016 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding December 31, 2015 429,666 $ 20.38 Granted 50,000 15.65 Vested (40,832 ) 14.38 Forfeited/canceled (34,335 ) 12.07 Outstanding March 31, 2016 404,499 $ 21.10 At March 31, 2016 , unamortized stock compensation for restricted stock awards was $6.4 million , with a weighted-average recognition period of 1.5 years. Performance Based Restricted Stock Awards During the three months ended March 31, 2016 , the Company issued no performance based restricted stock awards. Stock Options The following table summarizes stock option activity during the three months ended March 31, 2016 : Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2015 5,665,584 $ 17.05 8.75 $ 31,542 Granted 55,000 15.16 Exercised (85,750 ) 9.11 Forfeited/canceled (93,993 ) 19.62 Outstanding at March 31, 2016 5,540,841 $ 17.11 8.42 $ 11,305 At March 31, 2016 , unamortized stock compensation for stock options was $40.8 million , with a weighted-average recognition period of 1.7 years. At March 31, 2016 , outstanding options to purchase 2.4 million shares of common stock were exercisable with a weighted-average exercise price per share of $13.47 . Share Based Compensation The following table sets forth total non-cash stock-based compensation by operating statement classification for the three months ended March 31, 2016 and 2015 ( in thousands ): Three Months Ended March 31, 2016 2015 Research and Development $ 2,486 $ 2,220 Selling, General & Administrative 4,307 3,353 Total $ 6,793 $ 5,573 Exercise of Warrants During the three months ended March 31, 2016 , there were no warrant exercises and correspondingly, we reclassified none of the derivative liability to equity. At March 31, 2016 and December 31, 2015 , warrants to purchase 2,665,548 shares of common stock were outstanding. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory, net of reserves, consisted of the following at March 31, 2016 and December 31, 2015 ( in thousands ): March 31, 2016 December 31, 2015 Raw materials $ 234 $ 289 Finished goods 2,996 2,247 Total inventory $ 3,230 $ 2,536 The inventory reserve was $0.4 million and $0.3 million at March 31, 2016 and December 31, 2015 , respectively. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITION | BUSINESS COMBINATION Acquisition of Cholic Acid On January 12, 2015, the Company announced the signing of a definitive agreement under which it acquired the exclusive right to purchase from Asklepion, all worldwide rights, titles, and ownership of Cholbam (cholic acid) for the treatment of bile acid synthesis defects, if approved by the FDA. Under the terms of the agreement, Retrophin paid Asklepion an upfront payment of $5.0 million and agreed to pay milestones based on FDA approval and net product sales, plus tiered royalties on future net sales of Cholbam. On March 18, 2015, the Company announced that the FDA had approved Cholbam capsules, the first FDA approved treatment for pediatric and adult patients with bile acid synthesis disorders due to single enzyme defects, and for patients with peroxisomal disorders (including Zellweger spectrum disorders). As a result of the approval, Retrophin exercised its right to purchase from Asklepion all worldwide rights, titles, and ownership of Cholbam and related assets. The FDA also granted Asklepion a Pediatric PRV, awarded to encourage development of new drugs and biologics for the prevention and treatment of rare pediatric diseases. A Pediatric PRV is transferable and provides the bearer with FDA priority review classification for a new drug application. The Pediatric PRV was transferred to Retrophin under the original terms of the agreement with Asklepion. On March 31, 2015, the Company completed its acquisition from Asklepion of all worldwide rights, titles and ownership of Cholbam, including all related contracts, data assets, intellectual property, regulatory assets and the Pediatric PRV, in exchange for a cash payment of $28.4 million , in addition to approximately 661,279 shares of the Company’s common stock (initially valued at $9 million at the time of the definitive agreement with Asklepion, and $15.8 million at the acquisition completion date). The Company is also required to pay contingent consideration consisting of milestones and tiered royalties with a present value of $39.1 million . The original asset value of the Pediatric PRV was recognized at $96.3 million . In this valuation process, we considered various factors which included data from recent sales of similar vouchers. The consideration paid to Asklepion did not value the Pediatric PRV because the issuance of a Pediatric PRV is extremely rare. Therefore when the FDA granted the Pediatric PRV with the Cholbam approval, a bargain purchase gain resulted. The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805. The fair value of assets acquired and liabilities assumed was based upon valuation and the Company’s estimates. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired product rights-Cholbam, Pediatric PRV, trade names and developed technologies, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase included $83.2 million of intangible assets with definite lives related to product rights with values of $75.9 million for the U.S. and $7.3 million for the international rights. The useful lives related to the acquired product rights are expected to be approximately 10 years . The contingent consideration of $39.1 million recorded during the year ended December 31, 2015 was related to an agreement to pay an additional cash amount based on the product performance through 2025. The accrued contingent consideration was recorded as a liability at acquisition-date fair value using the income approach with assumed discount rates of 19.0% over the applicable term. The undiscounted amount the Company could pay under the contingent consideration agreement as of December 31, 2015 is up to $16.3 million . Service fees with a net present value of $2.9 million were recorded during the year ended December 31, 2015. The net present value is based upon $4.0 million in total payments over a four years period starting as of the acquisition date. As part of the business combination the Company recorded a deferred tax liability of $39.9 million . The deferred tax liability is derived from the difference in the Company's book basis and tax basis in the assets acquired of $88.5 million . Our tax rate utilized is 45.4% . The purchase price allocation of $91.3 million as of the acquisition completion date of March 31, 2015 was as follows ( in thousands ): Cash paid upon consummation $ 33,430 Present value of contingent consideration and service fees 42,010 Fair Value of 661,279 shares issued to Asklepion 15,844 Total Purchase Price $ 91,284 Fair Value of Assets Acquired and Liabilities Assumed Acquired product rights-Cholbam (Intangible Asset) $ 83,200 Pediatric Priority Review Voucher 96,250 Inventory 777 Deferred tax liability (39,880 ) Total Allocation of Purchase Price $ 140,347 Bargain Purchase Gain (49,063 ) Total Purchase Price $ 91,284 Unaudited pro forma information for the transaction is not presented, because the effects of such transaction is considered immaterial to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
Adoption of New Accounting Standards/Recently Issued Accounting Pronouncements | Adoption of New Accounting Standards In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of as a deferred charge. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015. The Company adopted the new guidance effective March 31, 2016. The adoption of the new guidance does not have a material impact on the Company’s financial statements. See Note. 10 for further discussion. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred taxes. This amendment requires that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. However, an entity shall not offset deferred tax liabilities and assets attributable to different tax jurisdictions. ASU 2015-17 is effective for annual and interim reporting periods ending after December 15, 2016. Early adoption is permitted, and the new guidance may be applied either prospectively or retrospectively. We adopted this guidance prospectively as of December 31, 2015. Therefore, prior periods have not been adjusted to reflect this adoption. This change in accounting principle does not change our results of operations, cash flows or stockholders’ equity. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers. Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration for which the entity expects to be entitled for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-9 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This standard amends Topic 330, Inventory , which currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. When this standard is adopted, an entity should measure in scope inventory at the lower of cost and 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 amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this ASU clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. In addition, the ASU elevates the statutory tax withholding threshold to qualify for equity classification up to the maximum statutory tax rates in the applicable jurisdiction(s). The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. The ASU provides an optional accounting policy election (with limited exceptions), to be applied on an entity-wide basis, to either estimate the number of awards that are expected to vest (consistent with existing U.S. GAAP) or account for forfeitures when they occur. The ASU is effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Certain detailed transition provisions apply if an entity elects to early adopt. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities | Marketable securities consist of the following ( in thousands ): March 31, 2016 December 31, 2015 Marketable other than equity securities: Commercial paper $ 26,925 $ 31,864 Corporate debt securities 132,647 125,547 Securities of government sponsored entities 39,511 34,388 Total Marketable Securities: $ 199,083 $ 191,799 |
Schedule of available for sale securities | The following is a summary of short-term marketable securities classified as available-for-sale as of March 31, 2016 ( in thousands ): Remaining Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Marketable other than equity securities: Commercial paper Less than 1 $ 26,939 $ — $ (14 ) $ 26,925 Corporate debt securities Less than 1 90,578 14 (128 ) 90,464 Total maturity less than 1 year 117,517 14 (142 ) 117,389 Corporate debt securities 1 to 2 42,149 86 (52 ) 42,183 Securities of government-sponsored entities 1 to 2 39,510 9 (8 ) 39,511 Total maturity 1 to 2 years 81,659 95 (60 ) 81,694 Total available-for-sale securities $ 199,176 $ 109 $ (202 ) $ 199,083 The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2015 ( in thousands ): Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Marketable Other than Equity Securities: Commercial paper Less than 1 $ 31,899 $ 6 $ (41 ) $ 31,864 Corporate debt securities Less than 1 69,859 — (164 ) 69,695 Total maturity less than 1 year 101,758 6 (205 ) 101,559 Corporate debt securities 1 to 2 56,162 — (310 ) 55,852 Securities of government-sponsored entities 1 to 2 34,522 2 (136 ) 34,388 Total maturity 1 to 2 years 90,684 2 (446 ) 90,240 Total available-for-sale securities $ 192,442 $ 8 $ (651 ) $ 191,799 |
DERIVATIVE FINANCIAL INSTRUME24
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions for valuation of warrants | The Company calculated the fair value of the warrants using the Monte Carlo Simulation as of March 31, 2016 and December 31, 2015 , using the following assumptions: March 31, 2016 December 31, 2015 Fair value of common stock $ 13.66 $ 19.29 Remaining life of the warrants (in years) 1.8 - 3.8 years 2.1 - 4.0 years Risk-free interest rate 0.7 - 1.0% 1.11-1.59% Expected volatility 70-85% 75-85% Dividend yield — % — % **There are no liquidity events expected within the life of the outstanding warrants. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of March 31, 2016 ( in thousands ): As of March 31, 2016 Total carrying and estimated fair value Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset: Marketable securities, available-for-sale $ 199,083 $ — $ 199,083 $ — Liabilities: Derivative liability related to warrants $ 24,470 $ — $ — $ 24,470 Business combination-related contingent consideration $ 60,299 $ — $ — $ 60,299 The following table presents the Company’s asset and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of December 31, 2015 ( in thousands ): As of December 31, 2015 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset: Marketable securities, available-for-sale $ 191,799 $ — $ 191,799 $ — Liabilities: Derivative liability related to warrants $ 38,810 $ — $ — $ 38,810 Business combination-related contingent consideration $ 59,021 $ — $ — $ 59,021 |
Schedule of estimated fair value of the derivative financial instruments,warrants liability | The following table sets forth a summary of changes in the estimated fair value of the Company’s derivative financial instruments-warrants liability for the three months ended March 31, 2016 ( in thousands ): Fair Value Measurements of Common Stock Warrants Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 38,810 Reclassification of derivative liability to equity upon exercise of warrants — Issuance of Warrants — Change in estimated fair value of liability classified warrants (14,340 ) Balance at March 31, 2016 $ 24,470 |
Schedule of summary of changes in estimated acquisition related contingent consideration | The following table sets forth a summary of changes in the estimated fair value of the Company's business combination-related contingent consideration for the three months ended March 31, 2016 (in thousands): Fair Value Measurements Balance at January 1, 2016 $ 59,021 Increase from revaluation of contingent consideration 2,695 Contractual payments accrued at March 31, 2016 (1,510 ) Foreign currency impact 93 Balance at March 31, 2016 $ 60,299 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived amortizable intangible assets | The following table sets forth amortizable intangible assets as of March 31, 2016 and December 31, 2015 ( in thousands ): March 31, 2016 December 31, 2015 Finite-lived intangible assets $ 181,705 $ 179,096 Less: accumulated amortization (21,445 ) (17,560 ) Net carrying value $ 160,260 $ 161,536 |
Schedule of amortization expense | The following table summarizes amortization expense for the three months ended March 31, 2016 and 2015 ( in thousands ): Three Months Ended March 31, 2016 2015 Research and development $ 82 $ 221 Selling, general and administrative 3,803 1,514 Total amortization expense $ 3,885 $ 1,735 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2016 and December 31, 2015 consisted of the following ( in thousands ): March 31, 2016 December 31, 2015 Government rebates payable $ 3,497 $ 3,158 Compensation related costs 3,386 7,143 Accrued royalties and contingent consideration 4,459 4,688 Research and development 5,476 4,281 Selling, general and administrative 1,282 2,703 Legal fees 498 882 Interest 776 259 Miscellaneous accrued 1,018 706 $ 20,392 $ 23,820 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | Basic and diluted net earnings (loss) per share is calculated as follows (net income amounts are stated in thousands) : Three Months Ended March 31, 2016 March 31, 2015 Shares Net Income EPS Shares Net Income EPS Basic Earnings per Share 36,520,186 $ 11,216 $ 0.31 27,157,883 $ 39,655 $ 1.46 Dilutive shares related to warrants 1,427,293 — — — — Change in fair value of derivative instruments — (14,340 ) — — — — Convertible debt — — — 2,642,160 518 — Restricted stock — — — 211,688 — — Stock options — — — 368,963 — — Dilutive earnings per share 37,947,479 $ (3,124 ) $ (0.08 ) 30,380,694 $ 40,173 $ 1.32 |
Schedule of common stock options, convertible debt and restricted stock units anti-dilutive | For the three months ended March 31, 2016 and 2015 , the following shares were excluded because they were anti-dilutive: Three Months Ended March 31, 2016 March 31, 2015 Restricted stock units 341,606 — Convertible debt 2,642,160 — Options 5,609,418 1,200,000 Warrants — 3,422,021 Total Anti-Dilutive Shares 8,593,184 4,622,021 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of principal contractual commitments | The following table summarizes our principal contractual commitments, excluding open orders that support normal operations, as of March 31, 2016 ( in thousands ): Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating leases $ 2,406 $ 1,040 $ 1,366 $ — $ — Note payable, including contractual interest 53,073 2,070 4,140 46,863 — Sales support services 3,366 416 833 2,117 — Product supply contracts 3,496 2,308 1,188 — — Purchase order commitments 520 257 263 — — $ 62,861 $ 6,091 $ 7,790 $ 48,980 $ — |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of restricted stock activity | The following table summarizes the Company’s restricted stock activity during the three months ended March 31, 2016 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding December 31, 2015 429,666 $ 20.38 Granted 50,000 15.65 Vested (40,832 ) 14.38 Forfeited/canceled (34,335 ) 12.07 Outstanding March 31, 2016 404,499 $ 21.10 |
Schedule of stock option issuances and balances outstanding | The following table summarizes stock option activity during the three months ended March 31, 2016 : Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2015 5,665,584 $ 17.05 8.75 $ 31,542 Granted 55,000 15.16 Exercised (85,750 ) 9.11 Forfeited/canceled (93,993 ) 19.62 Outstanding at March 31, 2016 5,540,841 $ 17.11 8.42 $ 11,305 |
Schedule of Share based compensation expenses | The following table sets forth total non-cash stock-based compensation by operating statement classification for the three months ended March 31, 2016 and 2015 ( in thousands ): Three Months Ended March 31, 2016 2015 Research and Development $ 2,486 $ 2,220 Selling, General & Administrative 4,307 3,353 Total $ 6,793 $ 5,573 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net of reserves, consisted of the following at March 31, 2016 and December 31, 2015 ( in thousands ): March 31, 2016 December 31, 2015 Raw materials $ 234 $ 289 Finished goods 2,996 2,247 Total inventory $ 3,230 $ 2,536 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | The purchase price allocation of $91.3 million as of the acquisition completion date of March 31, 2015 was as follows ( in thousands ): Cash paid upon consummation $ 33,430 Present value of contingent consideration and service fees 42,010 Fair Value of 661,279 shares issued to Asklepion 15,844 Total Purchase Price $ 91,284 Fair Value of Assets Acquired and Liabilities Assumed Acquired product rights-Cholbam (Intangible Asset) $ 83,200 Pediatric Priority Review Voucher 96,250 Inventory 777 Deferred tax liability (39,880 ) Total Allocation of Purchase Price $ 140,347 Bargain Purchase Gain (49,063 ) Total Purchase Price $ 91,284 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) patient in Thousands | 3 Months Ended |
Mar. 31, 2016Employeepatient | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of employees | Employee | 130 |
Estimated number of FSGS patients | patient | 40 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ 5,070 | $ 40,021 | |
Effective income tax rate percentage | (82.50%) | 10930.00% | |
Unrecognized tax benefits | $ 6,300 | $ 3,300 | |
Net increase in unrecognized tax benefits | 3,000 | ||
Unrecognized tax benefit that would affect tax rate if recognized | $ 4,800 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net of reserves | $ 13,400 | $ 12,458 | |
Note receivable, current | 47,173 | 46,849 | |
Note receivable, long term | 45,889 | $ 45,573 | |
Asklepion Pharmaceuticals, LLC | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from sale of asset | $ 245,000 | ||
Discount rate of future payments to be received | 2.80% | ||
At Time Of Closing | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Present value of future payments to be received | $ 46,200 | ||
At Time Of Closing | Asklepion Pharmaceuticals, LLC | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from sale of asset | 150,000 | ||
Due On First And Second Anniversaries Of Closing | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Present value of future payments to be received | 44,900 | ||
Due On First And Second Anniversaries Of Closing | Asklepion Pharmaceuticals, LLC | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from sale of asset | $ 47,500 | ||
Interest expense | Asklepion Pharmaceuticals, LLC | Asset Purchase Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accretion on notes receivable | $ 600 |
MARKETABLE SECURITIES - Marketa
MARKETABLE SECURITIES - Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | $ 199,083 | $ 191,799 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | 26,925 | 31,864 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | 132,647 | 125,547 |
Securities of government sponsored entities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | $ 39,511 | $ 34,388 |
MARKETABLE SECURITIES - Availab
MARKETABLE SECURITIES - Available for Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 199,176 | $ 192,442 |
Unrealized Gains | 109 | 8 |
Unrealized Losses | (202) | (651) |
Aggregate Estimated Fair Value | 199,083 | 191,799 |
Less than 1 year | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 117,517 | 101,758 |
Unrealized Gains | 14 | 6 |
Unrealized Losses | (142) | (205) |
Aggregate Estimated Fair Value | 117,389 | 101,559 |
1 to 2 years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 81,659 | 90,684 |
Unrealized Gains | 95 | 2 |
Unrealized Losses | (60) | (446) |
Aggregate Estimated Fair Value | 81,694 | 90,240 |
Commercial paper | Less than 1 year | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 26,939 | 31,899 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (14) | (41) |
Aggregate Estimated Fair Value | 26,925 | 31,864 |
Corporate debt securities | Less than 1 year | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 90,578 | 69,859 |
Unrealized Gains | 14 | 0 |
Unrealized Losses | (128) | (164) |
Aggregate Estimated Fair Value | 90,464 | 69,695 |
Corporate debt securities | 1 to 2 years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 42,149 | 56,162 |
Unrealized Gains | 86 | 0 |
Unrealized Losses | (52) | (310) |
Aggregate Estimated Fair Value | 42,183 | 55,852 |
Securities of government sponsored entities | 1 to 2 years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 39,510 | 34,522 |
Unrealized Gains | 9 | 2 |
Unrealized Losses | (8) | (136) |
Aggregate Estimated Fair Value | $ 39,511 | $ 34,388 |
MARKETABLE SECURITIES - Additio
MARKETABLE SECURITIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||
Proceeds from the sale/maturity of marketable securities | $ 17,495 | $ 282 |
Purchase of marketable securities | $ 24,652 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME39
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Warrant $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)tranche | Mar. 31, 2015USD ($) | |
Derivative [Line Items] | ||
Number of tranches | tranche | 5 | |
Recorded gain on change in estimated fair value of warrants | $ 14.3 | |
Recorded loss on change in estimated fair value of warrants | $ 36.8 |
DERIVATIVE FINANCIAL INSTRUME40
DERIVATIVE FINANCIAL INSTRUMENTS - Valuation Assumptions (Details) - Warrant - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 13.66 | $ 19.29 |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Derivative [Line Items] | ||
Remaining life of the warrants (in years) | 1 year 9 months 18 days | 2 years 1 month 6 days |
Risk-free interest rate | 0.70% | 1.11% |
Expected volatility | 70.00% | 70.00% |
Maximum | ||
Derivative [Line Items] | ||
Remaining life of the warrants (in years) | 3 years 9 months 18 days | 4 years |
Risk-free interest rate | 1.00% | 1.59% |
Expected volatility | 85.00% | 85.00% |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Asset: | ||
Marketable securities, available-for-sale | $ 199,083 | $ 191,799 |
Recurring basis | ||
Asset: | ||
Marketable securities, available-for-sale | 199,083 | 191,799 |
Liabilities: | ||
Derivative liability related to warrants | 24,470 | 38,810 |
Business combination-related contingent consideration | 60,299 | 59,021 |
Recurring basis | Quoted prices in active markets (Level 1) | ||
Asset: | ||
Marketable securities, available-for-sale | 0 | |
Recurring basis | Significant other observable inputs (Level 2) | ||
Asset: | ||
Marketable securities, available-for-sale | 199,083 | 191,799 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Liabilities: | ||
Derivative liability related to warrants | 24,470 | 38,810 |
Business combination-related contingent consideration | $ 60,299 | $ 59,021 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrants Liability (Details) - Warrants liability $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 38,810 |
Reclassification of derivative liability to equity upon exercise of warrants | 0 |
Issuance of Warrants | 0 |
Change in estimated fair value of liability classified warrants | (14,340) |
Ending Balance | $ 24,470 |
FAIR VALUE MEASUREMENTS - Acqui
FAIR VALUE MEASUREMENTS - Acquisition-related Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combination, Acquisition Related Contingent Consideration [Roll Forward] | ||
Increase from revaluation of contingent consideration | $ 2,695 | $ 0 |
Recurring basis | ||
Business Combination, Acquisition Related Contingent Consideration [Roll Forward] | ||
Beginning Balance | 59,021 | |
Ending Balance | 60,299 | |
Recurring basis | Level 3 | ||
Business Combination, Acquisition Related Contingent Consideration [Roll Forward] | ||
Beginning Balance | 59,021 | |
Increase from revaluation of contingent consideration | 2,695 | |
Contractual payments accrued at March 31, 2016 | (1,510) | |
Foreign currency impact | 93 | |
Ending Balance | $ 60,299 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||
Fair value of convertible debt | $ 59,800 | |
Increase from revaluation of contingent consideration | 2,695 | $ 0 |
Product Rights Chenodal | ||
Business Acquisition [Line Items] | ||
Increase from revaluation of contingent consideration | 1,400 | |
Product Rights Cholbam | ||
Business Acquisition [Line Items] | ||
Increase from revaluation of contingent consideration | $ 1,300 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Net book value of amortizable intangible assets | $ 160,260 | $ 161,536 |
INTANGIBLE ASSETS - Amortizable
INTANGIBLE ASSETS - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-lived intangible assets | $ 181,705 | $ 179,096 |
Less: accumulated amortization | (21,445) | (17,560) |
Net carrying value | $ 160,260 | $ 161,536 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | $ 3,885 | $ 1,735 |
Research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | 82 | 221 |
Selling, general and administrative | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | $ 3,803 | $ 1,514 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | May. 29, 2014 | |
Debt Instrument [Line Items] | ||||
Convertible Debt | $ 43,929 | $ 43,766 | ||
Convertible debt outstanding on 10-K | 43,900 | |||
Note Purchase Agreement | Senior convertible notes due 2019 | ||||
Debt Instrument [Line Items] | ||||
Credit Agreement amount | $ 46,000 | |||
Initial conversion price (in dollars per share) | $ 17.41 | |||
Interest rate percentage | 4.50% | |||
Aggregate carrying value | 43,900 | |||
Debt issuance costs | 100 | $ 200 | $ 100 | |
Interest expense | 700 | $ 700 | ||
Accretion of discount | $ 200 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Government rebates payable | $ 3,497 | $ 3,158 |
Compensation related costs | 3,386 | 7,143 |
Accrued royalties and contingent consideration | 4,459 | 4,688 |
Research and development | 5,476 | 4,281 |
Selling, general and administrative | 1,282 | 2,703 |
Legal fees | 498 | 882 |
Interest | 776 | 259 |
Miscellaneous accrued | 1,018 | 706 |
Accrued expenses | $ 20,392 | $ 23,820 |
EARNINGS (LOSS) PER SHARE - EPS
EARNINGS (LOSS) PER SHARE - EPS Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Shares | ||
Basic Earnings per Share (in shares) | 36,520,186 | 27,157,883 |
Change in fair value of derivative instruments (in shares) | 0 | 0 |
Convertible Debt (in shares) | 0 | 2,642,160 |
Dilutive Earnings per Share (in shares) | 37,947,479 | 30,380,694 |
Net Income | ||
Basic Earnings per Share | $ 11,216 | $ 39,655 |
Dilutive shares related to warrants | (14,340) | 0 |
Convertible debt | 0 | 518 |
Dilutive earnings per share | $ (3,124) | $ 40,173 |
Basic Earnings per Share, EPS (in dollars per share) | $ 0.31 | $ 1.46 |
Diluted Earnings per Share, EPS (in dollars per share) | $ (0.08) | $ 1.32 |
Restricted stock units | ||
Shares | ||
Dilutive securities (in shares) | 0 | 211,688 |
Net Income | ||
Dilutive securities | $ 0 | $ 0 |
Stock Options | ||
Shares | ||
Dilutive securities (in shares) | 0 | 368,963 |
Net Income | ||
Dilutive securities | $ 0 | $ 0 |
Warrant | ||
Shares | ||
Dilutive shares related to warrants (in shares) | 1,427,293 | 0 |
Net Income | ||
Dilutive securities | $ 0 |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation | 8,593,184 | 4,622,021 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation | 341,606 | 0 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation | 2,642,160 | 0 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation | 5,609,418 | 1,200,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation | 0 | 3,422,021 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contractual Commitments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Operating leases | |
Total | $ 2,406 |
Less than 1 year | 1,040 |
1-3 years | 1,366 |
3-5 years | 0 |
More than 5 years | 0 |
Purchase order commitments | |
Total | 520 |
Less than 1 year | 257 |
1-3 years | 263 |
3-5 years | 0 |
More than 5 years | 0 |
Total | |
Total | 62,861 |
Less than 1 year | 6,091 |
1-3 years | 7,790 |
3-5 years | 48,980 |
More than 5 years | 0 |
Note payable, including contractual interest | |
Other commitments | |
Total | 53,073 |
Less than 1 year | 2,070 |
1-3 years | 4,140 |
3-5 years | 46,863 |
More than 5 years | 0 |
Sales support services | |
Other commitments | |
Total | 3,366 |
Less than 1 year | 416 |
1-3 years | 833 |
3-5 years | 2,117 |
More than 5 years | 0 |
Product supply contracts | |
Other commitments | |
Total | 3,496 |
Less than 1 year | 2,308 |
1-3 years | 1,188 |
3-5 years | 0 |
More than 5 years | $ 0 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Dec. 30, 2015 | Sep. 19, 2014 | Sep. 08, 2014 | Jul. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2014 |
Donoghue v. Retrophin, Inc. | Martin Shkreli | ||||||
Commitment And Contingency [Line Items] | ||||||
Litigation settlement | $ 2,025,000 | |||||
Damages sought | $ 5,000,000 | |||||
Legal fees | $ 2,700,000 | |||||
Donoghue v. Retrophin, Inc. | Martin Shkreli | Plaintiffs | ||||||
Commitment And Contingency [Line Items] | ||||||
Litigation settlement | $ 625,000 | |||||
Lease Agreement | California | ||||||
Commitment And Contingency [Line Items] | ||||||
Rent expense | $ 540,000 | |||||
Loss on leased assets | $ 200,000 | |||||
Lease Agreement | Massachusetts | ||||||
Commitment And Contingency [Line Items] | ||||||
Rent expense | $ 815,000 | |||||
Lease Agreement | New York | ||||||
Commitment And Contingency [Line Items] | ||||||
Rent expense | $ 550,000 |
SHARE BASED COMPENSATION - Rest
SHARE BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted stock units $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unamortized stock compensation expense | $ | $ 6.4 |
Weighted-average recognition period (in years) | 1 year 6 months |
Number of Restricted Stock Units | |
Beginning Balance (in shares) | shares | 429,666,000 |
Granted (in shares) | shares | 50,000,000 |
Vested (in shares) | shares | (40,832,000) |
Forfeited/canceled (in shares) | shares | (34,335,000) |
Ending Balance (in share) | shares | 404,499,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 20.38 |
Granted (in dollars per share) | $ / shares | 15,650 |
Vested (in dollars per share) | $ / shares | 14,380 |
Forfeited/canceled (in dollars per share) | $ / shares | 12,070 |
Ending balance (in dollars per share) | $ / shares | $ 21.10 |
SHARE BASED COMPENSATION - Stoc
SHARE BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares exercisable (in shares) | 2,400,000 | |
Weighted average exercise price (in dollars per share) | $ 13.47 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unamortized stock compensation expense | $ 40,800 | |
Weighted-average recognition period (in years) | 1 year 8 months 12 days | |
Shares Underlying Options | ||
Beginning Balance (in shares) | 5,665,584 | |
Granted (in shares) | 55,000 | |
Exercised (in shares) | (85,750) | |
Forfeited/canceled (in shares) | (93,993) | |
Ending Balance (in shares) | 5,540,841 | 5,665,584 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 17.05 | |
Granted (in dollars per share) | 15.16 | |
Exercised (in dollars per share) | 9.11 | |
Forfeited/canceled (in dollars per share) | 19.62 | |
Ending balance (in dollars per share) | $ 17.11 | $ 17.05 |
Weighted Average Remaining Contractual Life (years) | 8 years 5 months 1 day | 8 years 9 months |
Aggregate Intrinsic Value (in thousands) | $ 11,305 | $ 31,542 |
SHARE BASED COMPENSATION - St56
SHARE BASED COMPENSATION - Stock based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 6,793 | $ 5,573 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,486 | 2,220 |
Selling, General & Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,307 | $ 3,353 |
SHARE BASED COMPENSATION - Exer
SHARE BASED COMPENSATION - Exercise of Warrants (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Warrants outstanding | 2,665,548 | 2,665,548 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 234 | $ 289 |
Finished goods | 2,996 | 2,247 |
Total inventory | 3,230 | 2,536 |
Inventory reserve | $ 400 | $ 300 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Feb. 12, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Acquisition-related contingent consideration | $ 46,426 | $ 45,267 | |||
Asklepion Pharmaceuticals, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash payment | $ 28,400 | $ 215 | $ 0 | ||
Common stock shares issued (in shares) | 661,279 | ||||
Value of common stock | $ 15,844 | ||||
Acquisition-related contingent consideration | $ 39,100 | ||||
Fair value of Pediatric Priority Review Voucher | 96,250 | 96,250 | |||
Intangible assets acquired | 83,200 | 83,200 | |||
Discount rate percentage | 19.00% | ||||
Contingent consideration agreement, high amount | $ 16,300 | ||||
Net present value of service fees | 2,900 | ||||
Total payments of service fees | $ 4,000 | ||||
Payment period (in years) | 4 years | ||||
Deferred tax liability | (39,880) | (39,880) | |||
Assets acquired in business combination | $ 88,500 | $ 88,500 | |||
Utilized tax rate percentage | 45.40% | 45.40% | |||
Purchase price allocation | $ 91,284 | ||||
Asklepion Pharmaceuticals, LLC | Definitive agreement | |||||
Business Acquisition [Line Items] | |||||
Upfront payment | $ 5,000 | ||||
Asklepion Pharmaceuticals, LLC | Purchase agreement | |||||
Business Acquisition [Line Items] | |||||
Value of common stock | $ 9,000 | ||||
Asklepion Pharmaceuticals, LLC | Product rights | |||||
Business Acquisition [Line Items] | |||||
Assets useful life (in years) | 10 years | ||||
Asklepion Pharmaceuticals, LLC | Product rights | United States | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 75,900 | $ 75,900 | |||
Asklepion Pharmaceuticals, LLC | Product rights | International | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 7,300 | $ 7,300 |
BUSINESS COMBINATION - Purchase
BUSINESS COMBINATION - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Cash paid upon consummation | $ 0 | $ 33,430 | |
Asklepion Pharmaceuticals, LLC | |||
Business Acquisition [Line Items] | |||
Common stock shares issued (in shares) | 661,279 | ||
Cash paid upon consummation | $ 33,430 | ||
Present value of contingent consideration and service fees | 42,010 | 42,010 | |
Fair Value of 661,279 shares issued to Asklepion | 15,844 | ||
Total Purchase Price | 91,284 | 91,284 | |
Fair Value of Assets Acquired and Liabilities Assumed | |||
Acquired product rights-Cholbam (Intangible Asset) | 83,200 | 83,200 | |
Pediatric Priority Review Voucher | 96,250 | 96,250 | |
Inventory | 777 | 777 | |
Deferred tax liability | (39,880) | (39,880) | |
Total Allocation of Purchase Price | 140,347 | $ 140,347 | |
Bargain Purchase Gain | (49,063) | ||
Total Purchase Price | $ 91,284 |