Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Feb. 15, 2013 | Jun. 30, 2012 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'true | ' | ' |
AmendmentDescription | 'We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 to amend and revise portions of our original Annual Report for this period (the “Original Reportâ€). This Amendment No. 1 amends and revise the following items from the Original Report: (A) Part I, Item I — Business, (B) Part I, Item IA — Risk Factors, (C) Part II, Item 6 — Selected Financial Data, (D) Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, (E) Part II, Item 8 — Financial Statements and Supplementary Data, and (F) Part II, Item 9A – Controls and Procedures. The disclosures set forth in these items in the Original Report, that are amended by this Amendment No. 1 include: (A) Amendments to Part I, Item I — Business, to restate presented “research and development†expense detail for the 2012, 2011, and 2010 annual periods, as described below in (C) (ii). (B) Amendments to Part I, Item 1A — Risk Factors, to add an additional risk factor regarding our internal controls over financial reporting as a result of the identification of a material weakness in our financial reporting. (C) Amendments to Part II, Item 6 — Selected Financial Data, to revise our 2008 through 2012 annual financial results, and as of each fiscal year-end date, to reflect: (i) $2.1 million of intangible asset amortization in the year ended December 31, 2012; (ii) a reduction in operating expenses related to certain accounts payable and other accrued obligations accounts which had the effect of overstating our consolidated operating expenses by $3.0 million, $1.4 million, $1.8 million, $0.7 million, and $0.2 million for the years ended 2012, 2011, 2010, 2009, and 2008, respectively; and (iii) the impact on our intangible assets, goodwill, and income tax accounts for the effects of items (i) and/or (ii) within our balance sheet as of December 31, 2012, 2011, 2010, 2009, and 2008. (D) Amendments to Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, to reflect the revision of our financial results, described in (C) above. (E) Amendments to Part II, Item 8 — Financial Statements and Supplementary Data, to revise our 2010 through 2012 annual financial results, and as of December 31, 2012 and 2011, to reflect the revision of our financial results, described in (C) above, as well as revising our statements of comprehensive income (loss), stockholders’ equity, and cash flows for the years ended December 31, 2012, 2011, and 2010 for the items noted within (C) above, specifically for (i), (ii), and (iii). (F) Amendments to Part II, Item 9A — Controls and Procedures, to (i) describe changes in our disclosure controls and procedures and its internal controls over financial reporting to address a material weakness, (ii) a modification to management’s opinion of the effectiveness of our internal controls over financial reporting as of December 31, 2012, and (iii) a modification of the Report of our Independent Registered Public Accounting Firm for its opinion of the effectiveness of our internal controls over financial reporting as of December 31, 2012. | ' | ' |
Document Period End Date | 31-Dec-12 | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'SPPI | ' | ' |
Entity Registrant Name | 'SPECTRUM PHARMACEUTICALS INC | ' | ' |
Entity Central Index Key | '0000831547 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 60,157,023 | ' |
Entity Public Float | ' | ' | $783,502,234 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and equivalents | $139,698 | $121,202 |
Inventories, net | 14,478 | 10,762 |
Property and equipment, net | 2,548 | 2,681 |
Intangible assets, net | ' | 41,654 |
Current Liabilities: | ' | ' |
Deferred payment contingency | 2,287 | ' |
As Restated [Member] | ' | ' |
Current Assets: | ' | ' |
Cash and equivalents | 139,698 | 121,202 |
Marketable securities | 3,310 | 40,060 |
Accounts receivable, net of allowance for doubtful accounts of $228 and $471, respectively | 92,169 | 51,703 |
Inventories, net | 14,478 | 10,762 |
Prepaid expenses and other current assets | 2,745 | 2,074 |
Deferred tax assets | 12,473 | ' |
Total current assets | 264,873 | 225,801 |
Investments | ' | 9,283 |
Property and equipment, net | 2,548 | 2,681 |
Intangible assets, net | 200,234 | 41,654 |
Goodwill | 7,279 | ' |
Deferred tax asset | 23,276 | ' |
Other assets | 6,745 | 1,361 |
Total assets | 504,955 | 280,780 |
Current Liabilities: | ' | ' |
Accounts payable and other accrued obligations | 93,811 | 53,276 |
Accrued compensation and related expenses | 4,835 | 1,788 |
Deferred revenue | 12,300 | 12,300 |
Deferred development costs | 856 | ' |
Accrued drug development costs | 11,441 | 6,994 |
Total current liabilities | 123,243 | 74,358 |
Capital lease obligations | ' | 9 |
Deferred revenue and other credits, less current portion | 2,937 | 14,029 |
Deferred development costs, less current portion | 11,377 | ' |
Deferred payment contingency | 2,287 | ' |
Other long-term liabilities | 1,430 | 298 |
Revolving line of credit | 75,000 | ' |
Total liabilities | 216,274 | 88,694 |
Commitments and contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, $0.001 par value - 175,000,000 shares authorized; 60,026,675 and 59,247,483 issued and outstanding at December 31, 2012 and 2011, respectively | 60 | 59 |
Additional paid-in capital | 463,710 | 452,761 |
Accumulated other comprehensive income (loss) | 273 | -227 |
Accumulated deficit | -175,485 | -257,704 |
Less: Treasury stock at cost: 0 and 363,055 shares at December 31, 2012 and 2011, respectively | ' | -2,926 |
Total stockholders' equity | 288,681 | 192,086 |
Total liabilities and stockholders' equity | 504,955 | 280,780 |
Series B junior participating preferred stock [Member] | As Restated [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock | ' | ' |
Series E convertible voting preferred stock [Member] | As Restated [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock | $123 | $123 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (As Restated [Member], USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | Series B junior participating preferred stock [Member] | Series B junior participating preferred stock [Member] | Series E convertible voting preferred stock [Member] | Series E convertible voting preferred stock [Member] | ||
Allowance for doubtful accounts receivable | $228 | $471 | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | $10,000 | $10,000 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 1,500,000 | 1,500,000 | 2,000 | 2,000 |
Preferred stock, shares issued | ' | ' | 0 | 0 | 20 | 20 |
Preferred stock, shares outstanding | ' | ' | 0 | 0 | 20 | 20 |
Preferred stock, liquidation value | ' | ' | ' | ' | $240 | $240 |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock, shares authorized | 175,000,000 | 175,000,000 | ' | ' | ' | ' |
Common stock, shares issued | 60,026,675 | 59,247,483 | ' | ' | ' | ' |
Common stock, shares outstanding | 60,026,675 | 59,247,483 | ' | ' | ' | ' |
Treasury stock, shares outstanding | 0 | 363,055 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Revenues: | ' | ' | ' |
Product sales, net | $254,992 | $180,663 | $60,921 |
As Restated [Member] | ' | ' | ' |
Revenues: | ' | ' | ' |
Product sales, net | 254,992 | 180,663 | 60,921 |
License and contract revenue | 12,715 | 12,300 | 13,192 |
Total revenues | 267,707 | 192,963 | 74,113 |
Operating costs and expenses: | ' | ' | ' |
Cost of product sales (excludes amortization of purchased intangible assets) | 46,633 | 33,838 | 17,439 |
Selling, general and administrative | 89,922 | 72,197 | 47,411 |
Research and development | 41,560 | 26,662 | 56,660 |
Amortization of purchased intangible assets | 8,818 | 3,720 | 3,720 |
Total operating costs and expenses | 186,933 | 136,417 | 125,230 |
Income (loss) from operations | 80,774 | 56,546 | -51,117 |
Non-operating income (expense): | ' | ' | ' |
Change in fair value of common stock warrant liability | ' | -3,488 | 2,731 |
Other (expense) income, net | -844 | 577 | 1,279 |
Income (loss) before provision for income taxes | 79,930 | 53,635 | -47,107 |
Benefit (provision) for income taxes | 14,271 | -3,704 | 43 |
Net income (loss) | $94,201 | $49,931 | ($47,064) |
Net income (loss) per share: | ' | ' | ' |
Basic | $1.61 | $0.94 | ($0.95) |
Diluted | $1.46 | $0.86 | ($0.95) |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 58,588,916 | 53,272,767 | 49,502,854 |
Diluted | 64,637,256 | 57,959,714 | 49,502,854 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss) Income (As Restated [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' |
Net income (loss) | $94,201 | $49,931 | ($47,064) |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Unrealized gain (loss) on securities | 797 | -135 | -22 |
Income tax on unrealized gain on securities | -213 | ' | ' |
Foreign currency translation adjustments | -84 | ' | ' |
Other comprehensive income (loss), net | 500 | -135 | -22 |
Total comprehensive income (loss) | $94,701 | $49,796 | ($47,086) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Preferred Stock [Member] | Common stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total Stockholders' Equity [Member] |
In Thousands, except Share data | ||||||||
Beginning Balance at Dec. 31, 2009 (As Reported [Member]) | ' | $419 | $49 | $369,482 | ($70) | ($261,556) | ' | $108,324 |
Beginning Balance (As Restated [Member]) | ' | 419 | 49 | 369,482 | -70 | -260,571 | ' | 109,309 |
Beginning Balance, Shares at Dec. 31, 2009 (As Reported [Member]) | ' | 68 | 48,926,314 | ' | ' | ' | ' | ' |
Beginning Balance, Shares (As Restated [Member]) | ' | 68 | 48,926,314 | ' | ' | ' | ' | ' |
Net income (loss) at Jan. 01, 2010 (As Reported [Member]) | -48,844 | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) (As Restated [Member]) | -47,064 | ' | ' | ' | ' | -47,064 | ' | -47,064 |
Adjustments (see Note 1A) at Jan. 01, 2010 (As Reported [Member]) | ' | ' | ' | ' | ' | 985 | ' | 985 |
Other comprehensive income (loss), net at Jan. 01, 2010 (As Reported [Member]) | -48,844 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss), net (As Restated [Member]) | -47,086 | ' | ' | ' | -22 | ' | ' | -22 |
Conversion of Series E preferred stock to common stock (As Restated [Member]) | -259 | -259 | ' | 259 | ' | ' | ' | ' |
Conversion of Series E preferred stock to common stock, Shares (As Restated [Member]) | ' | -42 | 84,000 | ' | ' | ' | ' | ' |
Issuance of common stock to 401(k) plan (As Restated [Member]) | ' | ' | ' | 598 | ' | ' | ' | 598 |
Issuance of common stock to 401(k) plan, Shares (As Restated [Member]) | ' | ' | 136,121 | ' | ' | ' | ' | ' |
Issuance of common stock for ESPP (As Restated [Member]) | ' | ' | ' | 554 | ' | ' | ' | 554 |
Issuance of common stock for ESPP, Shares (As Restated [Member]) | ' | ' | 168,283 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options (As Restated [Member]) | ' | ' | 1 | 3,073 | ' | ' | ' | 3,074 |
Issuance of common stock upon exercise of stock options, Shares | 1,135,340 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, Shares (As Restated [Member]) | ' | ' | 1,135,340 | ' | ' | ' | ' | ' |
Share-based compensation expense and common stock issued (net of forfeitures) (As Restated [Member]) | ' | ' | ' | 7,687 | ' | ' | ' | 7,687 |
Share-based compensation expense and common stock issued (net of forfeitures), Shares (As Restated [Member]) | ' | ' | 257,270 | ' | ' | ' | ' | ' |
Fair value of common stock issued in connection with drug license (As Restated [Member]) | 3,105 | ' | 1 | 3,104 | ' | ' | ' | 3,105 |
Fair value of common stock issued in connection with drug license, Shares (As Restated [Member]) | ' | ' | 751,956 | ' | ' | ' | ' | ' |
Ending Balance (As Restated [Member]) | ' | 160 | 51 | 384,757 | -92 | -307,635 | ' | 77,241 |
Ending Balance, Shares (As Restated [Member]) | ' | 26 | 51,459,284 | ' | ' | ' | ' | ' |
Net income (loss) at Jan. 01, 2011 (As Reported [Member]) | 48,517 | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) (As Restated [Member]) | 49,931 | ' | ' | ' | ' | 49,931 | ' | 49,931 |
Other comprehensive income (loss), net at Jan. 01, 2011 (As Reported [Member]) | 48,382 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss), net (As Restated [Member]) | 49,796 | ' | ' | ' | -135 | ' | ' | -135 |
Conversion of Series E preferred stock to common stock (As Restated [Member]) | -37 | -37 | ' | 37 | ' | ' | ' | ' |
Conversion of Series E preferred stock to common stock, Shares (As Restated [Member]) | ' | -6 | 12,000 | ' | ' | ' | ' | ' |
Issuance of common stock to 401(k) plan (As Restated [Member]) | ' | ' | ' | 593 | ' | ' | ' | 593 |
Issuance of common stock to 401(k) plan, Shares (As Restated [Member]) | ' | ' | 65,889 | ' | ' | ' | ' | ' |
Issuance of common stock for ESPP (As Restated [Member]) | ' | ' | ' | 655 | ' | ' | ' | 655 |
Issuance of common stock for ESPP, Shares (As Restated [Member]) | ' | ' | 100,386 | ' | ' | ' | ' | ' |
Adjustments resulting from change in value of warrants recognized in equity (As Restated [Member]) | ' | ' | ' | 7,392 | ' | ' | ' | 7,392 |
Issuance of common stock upon exercise of stock options (As Restated [Member]) | ' | ' | 1 | 5,136 | ' | ' | ' | 5,137 |
Issuance of common stock upon exercise of stock options, Shares | 1,126,257 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, Shares (As Restated [Member]) | ' | ' | 1,126,257 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants | 24,808 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants (As Restated [Member]) | ' | ' | 4 | 24,804 | ' | ' | ' | 24,808 |
Issuance of common stock upon exercise of warrants, Shares (As Restated [Member]) | ' | ' | 3,747,312 | ' | ' | ' | ' | ' |
Share-based compensation expense and common stock issued (net of forfeitures) (As Restated [Member]) | ' | ' | 1 | 21,643 | ' | ' | ' | 21,644 |
Share-based compensation expense and common stock issued (net of forfeitures), Shares (As Restated [Member]) | ' | ' | 998,711 | ' | ' | ' | ' | ' |
Purchase of treasury stock (As Restated [Member]) | ' | ' | ' | ' | ' | ' | -2,926 | -2,926 |
Purchase of treasury stock, Shares (As Restated [Member]) | ' | ' | ' | ' | ' | ' | 363,055 | ' |
Issuance of restricted stock for management incentive plan, net of shares repurchased/retired for minimum tax withholding (As Restated [Member]) | ' | ' | 1 | -4,033 | ' | ' | ' | -4,032 |
Issuance of restricted stock for management incentive plan, net of shares repurchased/retired for minimum tax withholding, Shares (As Restated [Member]) | ' | ' | 426,562 | ' | ' | ' | ' | ' |
Fair value of common stock issued to Targent for milestone (As Restated [Member]) | ' | ' | 1 | 11,777 | ' | ' | ' | 11,778 |
Fair value of common stock issued to Targent for milestone, Shares (As Restated [Member]) | ' | ' | 1,311,082 | ' | ' | ' | ' | ' |
Ending Balance (As Restated [Member]) | ' | 123 | 59 | 452,761 | -227 | -257,704 | -2,926 | 192,086 |
Ending Balance, Shares (As Restated [Member]) | 59,247,483 | 20 | 59,247,483 | ' | ' | ' | 363,055 | ' |
Net income (loss) at Jan. 01, 2012 (As Reported [Member]) | 94,545 | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) (As Restated [Member]) | 94,201 | ' | ' | ' | ' | 94,201 | ' | 94,201 |
Other comprehensive income (loss), net at Jan. 01, 2012 (As Reported [Member]) | 95,045 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss), net (As Restated [Member]) | 94,701 | ' | ' | ' | 500 | ' | ' | 500 |
Issuance of common stock to 401(k) plan (As Restated [Member]) | ' | ' | ' | 691 | ' | ' | ' | 691 |
Issuance of common stock to 401(k) plan, Shares (As Restated [Member]) | ' | ' | 56,254 | ' | ' | ' | ' | ' |
Issuance of common stock for ESPP (As Restated [Member]) | ' | ' | ' | 606 | ' | ' | ' | 606 |
Issuance of common stock for ESPP, Shares (As Restated [Member]) | ' | ' | 54,521 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options (As Restated [Member]) | ' | ' | 2 | 5,815 | ' | ' | ' | 5,817 |
Issuance of common stock upon exercise of stock options, Shares | 1,287,430 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, Shares (As Restated [Member]) | ' | ' | 1,287,430 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants (As Restated [Member]) | ' | ' | ' | 89 | ' | ' | ' | 89 |
Issuance of common stock upon exercise of warrants, Shares | 3,747,312 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants, Shares (As Restated [Member]) | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Share-based compensation expense and common stock issued (net of forfeitures) (As Restated [Member]) | ' | ' | ' | 14,193 | ' | ' | ' | 14,193 |
Share-based compensation expense and common stock issued (net of forfeitures), Shares (As Restated [Member]) | ' | ' | 554,239 | ' | ' | ' | ' | ' |
Repurchase of shares to satisfy tax withholding (As Restated [Member]) | ' | ' | ' | -1,434 | ' | ' | ' | -1,434 |
Repurchase of shares to satisfy tax withholding, Shares (As Restated [Member]) | ' | ' | -120,197 | ' | ' | ' | ' | ' |
Dividends paid (As Restated [Member]) | ' | ' | ' | -9,011 | ' | ' | ' | -9,011 |
Purchase of treasury stock (As Restated [Member]) | ' | ' | ' | ' | ' | ' | -9,057 | -9,057 |
Purchase of treasury stock, Shares (As Restated [Member]) | ' | ' | ' | ' | ' | ' | 740,000 | ' |
Retirement of treasury stock (As Restated [Member]) | -11,983 | ' | -1 | ' | ' | -11,982 | 11,983 | ' |
Retirement of treasury stock, Shares | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Retirement of treasury stock, Shares (As Restated [Member]) | ' | ' | -1,103,055 | ' | ' | ' | -1,103,055 | ' |
Ending Balance (As Restated [Member]) | ' | $123 | $60 | $463,710 | $273 | ($175,485) | ' | $288,681 |
Ending Balance, Shares (As Restated [Member]) | 60,026,675 | 20 | 60,026,675 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Adjustments to reconcile net income (loss) to net cash provided by (used in operating activities: | ' | ' | ' |
Provision for inventory obsolescence | $4,264 | $1,320 | $50 |
Cash Flows From Financing Activities: | ' | ' | ' |
Payments to acquire treasury stock | -9,100 | ' | ' |
Cash and equivalents - beginning of year | 121,202 | ' | ' |
Cash and equivalents - end of year | 139,698 | 121,202 | ' |
As Restated [Member] | ' | ' | ' |
Cash Flows From Operating Activities: | ' | ' | ' |
Net income (loss) | 94,201 | 49,931 | -47,064 |
Adjustments to reconcile net income (loss) to net cash provided by (used in operating activities: | ' | ' | ' |
Amortization of deferred revenue | -12,300 | -12,300 | -12,300 |
Depreciation and amortization | 12,243 | 5,650 | 4,506 |
Deferred income tax benefit | -34,605 | ' | ' |
Stock-based compensation | 14,884 | 22,237 | 8,285 |
Fair value of common stock issued for drug license | ' | ' | 3,105 |
Change in fair value of common stock warrant liability | ' | 3,488 | -2,731 |
Provision (recovery)for bad debt | -128 | 245 | 359 |
Provision for inventory obsolescence | 4,264 | 1,320 | 50 |
Loss on disposal of fixed assets | 132 | 38 | 11 |
Foreign currency remeasurement loss | 107 | ' | ' |
Change in fair value of deferred development costs and deferred payment contingency | 20 | ' | ' |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable, net | -33,504 | -30,897 | -12,752 |
Inventories | -734 | -7,848 | -1,054 |
Prepaid expenses and other assets | 9,483 | -7,115 | -134 |
Accounts payable and other accrued obligations | 24,038 | 15,711 | 20,407 |
Accrued compensation and related expenses | -9,726 | -1,525 | -47 |
Accrued drug development costs | 2,376 | 3,519 | -138 |
Landlord contributions to tenant improvements | ' | ' | 995 |
Deferred revenue and other credits | 1,208 | 834 | 15,958 |
Net cash provided by (used in) operating activities | 71,959 | 43,288 | -22,544 |
Cash Flows From Investing Activities: | ' | ' | ' |
Sales and maturities of marketable securities | 72,463 | 18,255 | 32,391 |
Purchases of marketable securities | -26,430 | -17,027 | -40,649 |
Purchases of property and equipment | -312 | -475 | -1,576 |
Purchases of available for sale securities | -1,712 | -164 | ' |
Proceeds from sale of available for sale securities | ' | 157 | ' |
Net cash (used in) provided by investing activities | -114,690 | 746 | -9,834 |
Cash Flows From Financing Activities: | ' | ' | ' |
Proceeds from issuance of common stock from stock option exercises | 5,817 | 5,137 | 3,074 |
Proceeds from issuance of common stock from warrant exercises | 89 | 24,808 | ' |
Proceeds from issuance of common stock under the ESPP plan | 606 | 655 | 554 |
Payments to acquire treasury stock | -9,057 | -2,926 | ' |
Repurchase of shares to satisfy minimum tax withholding for restricted stock vesting | -1,434 | -4,032 | ' |
Payment of stock dividend | -9,011 | ' | ' |
Repayment of capital leases | -9 | -31 | -29 |
Proceeds from revolving line of credit | 125,000 | ' | ' |
Repayment of revolving line of credit | -50,000 | ' | ' |
Payment of debt issuance costs | -976 | ' | ' |
Net cash provided by financing activities | 61,025 | 23,611 | 3,599 |
Effect of exchange rates on cash | 202 | ' | ' |
Net increase (decrease) in cash and cash equivalents | 18,496 | 67,645 | -28,779 |
Cash and equivalents - beginning of year | 121,202 | 53,557 | 82,336 |
Cash and equivalents - end of year | 139,698 | 121,202 | 53,557 |
Supplemental Disclosure of Cash Flow Information: | ' | ' | ' |
Cash paid for income taxes | 17,157 | 2,042 | 27 |
Cash paid for interest | 495 | 14 | 17 |
Retirement of treasury shares | 11,983 | ' | ' |
Inventory included in accounts payable | 5,000 | ' | ' |
Financed portion of leasehold improvements | ' | ' | 451 |
Conversion of preferred stock to common stock | ' | 37 | 259 |
Common stock issued for Targent milestones | ' | 11,778 | 259 |
ZEVALIN [Member] | As Restated [Member] | ' | ' | ' |
Cash Flows From Investing Activities: | ' | ' | ' |
Payment related to acquisition | -25,435 | ' | ' |
Supplemental Disclosure of Cash Flow Information: | ' | ' | ' |
Inventory liability assumed in ZEVALIN Rights acquisition | 580 | ' | ' |
Allos Therapeutics Inc [Member] | As Restated [Member] | ' | ' | ' |
Cash Flows From Investing Activities: | ' | ' | ' |
Payment related to acquisition | ($133,264) | ' | ' |
Nature_of_Business
Nature of Business | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Nature of Business | ' | ||||||||||||||||||||||||
1. Nature of Business | |||||||||||||||||||||||||
Spectrum Pharmaceuticals, Inc. is a biotechnology company with fully integrated commercial and drug development operations, with a primary focus in oncology. We are a Delaware corporation that was originally incorporated in Colorado as Americus Funding Corporation in December 1987, became NeoTherapeutics, Inc. in August 1996, was reincorporated in Delaware in June 1997, and was renamed Spectrum Pharmaceuticals, Inc. in December 2002. | |||||||||||||||||||||||||
Our strategy is comprised of acquiring, developing and commercializing a broad and diverse pipeline of late-stage clinical and commercial products. We currently market three oncology drugs, and FUSILEV®, FOLOTYN® and ZEVALIN® and have two drugs, apaziquone and belinostat, in late stage development along with a diversified pipeline of novel drug candidates. We have assembled an integrated in-house scientific team, including formulation development, clinical development, medical research, regulatory affairs, biostatistics and data management, and have established a commercial infrastructure for the marketing of our drug products. We also leverage the expertise of our worldwide partners to assist in the execution of our strategy. In 2012, Apaziquone was studied in two large Phase 3 clinical trials for non-muscle invasive bladder cancer, or NMIBC, under a strategic collaboration with Allergan, Inc., or Allergan, and remains under strategic collaborations with Nippon Kayaku Co. Ltd., or Nippon Kayaku, and Handok Pharmaceuticals Co. Ltd., or Handok. Belinostat, is being studied in multiple indications including a Phase 2 registrational trial for relapsed or refractory peripheral T-cell lymphoma, or PTCL, under a strategic collaboration with TopoTarget A/S or TopoTarget. On January 29, 2013, we entered into a second Amendment to the license, development, supply and distribution agreement with Allergan to reacquire the rights originally licensed to Allergan in the U.S. Europe and other territories. | |||||||||||||||||||||||||
1A. Revision of Previously Issued Consolidated Financial Statements | |||||||||||||||||||||||||
Overview | |||||||||||||||||||||||||
We are revising our historical consolidated financial statements for the years ended December 31, 2012, 2011 and 2010. In connection with the preparation of our Consolidated Financial Statements for the third fiscal quarter of 2013, we determined that correction to the amounts accrued as “accounts payable and other accrued obligations” and “accrued drug development costs” were required. However, this error had no resulting impact to our cash balance as of any previously reported period. | |||||||||||||||||||||||||
The components of the “accounts payable and other accrued obligations” and “accrued drug development costs” overstatement include (a) $6.2 million of excess accruals that correspond with our research and development and sales and marketing activities which accumulated from January 1, 2007 through December 31, 2012, and (b) $1.0 million of excess liabilities that were recorded as part of our business combination accounting for our 2009 acquisition of RIT Oncology, LLC. As with the $6.2 million of excess research and development and sales and marketing accruals at December 31, 2012, this $1.0 million did not require settlement, and was not timely identified as such. | |||||||||||||||||||||||||
In addition, our accompanying Consolidated Balance Sheets, and Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders’ Equity, and Cash Flows, have been restated to reflect the correction of certain other errors. The indefinite-lived intangible asset acquired and recognized as part of our acquisition of Allos Therapeutics, Inc. (“Allos”) in September 2012, was previously classified in error as in-process research & development (IPR&D), which is not amortized under applicable GAAP. This intangible asset should have instead been classified at the acquisition date as a definite-lived intangible asset (i.e., developed technology). The error in classification resulted in an understatement of amortization of $2.1 million in 2012 for this intangible asset. | |||||||||||||||||||||||||
Materiality Assessment | |||||||||||||||||||||||||
We evaluated the materiality of these errors from a qualitative and quantitative perspective, as required by applicable Securities and Exchange Commission (SEC) guidance. Based on this evaluation, we concluded that these errors were not material to any of our previously reported quarterly or annual periods. However, the correction of these accumulated errors would be material if corrected in the year ended December 31, 2013, based on our expected full year results. Therefore, we have revised within this Annual Report on Form 10-K/A, our previously reported financial information as of December 31, 2012, 2011, and 2011, and for the years ended 2012, 2011, 2010, 2009, and 2008 – for those errors specific to each period. | |||||||||||||||||||||||||
Financial Statement Presentation – Current and Future Periods | |||||||||||||||||||||||||
Our accompanying Consolidated Balance Sheets as of December 31, 2012 and 2011 reflects the correction of the cumulative error of $4.2 million and $2.8 million, respectively, as an adjustment to “accumulated deficit,” and its impact on the corresponding accounts of “deferred tax assets,” “accounts payable and other accrued obligations,” and “accrued drug development costs.” | |||||||||||||||||||||||||
Our accompanying Consolidated Statements of Operations for the years ended 2012, 2011, and 2010, reflect reductions of “selling general and administrative” and “research and development” expenses for the errors that correspond to each period. Our accompanying Consolidated Statements of Operations for the year ended 2012 also includes an additional $2.1 million of expense within “amortization of purchased intangible assets.” | |||||||||||||||||||||||||
Our accompanying Consolidated Statement of Stockholders’ Equity reflects a $1.0 million decrease to the December 31, 2009 balance of “accumulated deficit” for the cumulative “selling general and administrative” and “research and development” excess expense errors that existed through that date. | |||||||||||||||||||||||||
The impact of the correction of these errors to our previously reported 2012, 2011, and 2010 annual periods is summarized below. | |||||||||||||||||||||||||
Consolidated Balance Sheet as | Consolidated Balance Sheet as | ||||||||||||||||||||||||
of December 31, 2012 | of December 31, 2011 | ||||||||||||||||||||||||
(As Reported) | (As Restated) | (As | (As | ||||||||||||||||||||||
Reported) | Restated) | ||||||||||||||||||||||||
Intangible assets, net | $ | 202,311 | $ | 200,234 | $ | 41,654 | $ | 41,654 | |||||||||||||||||
Goodwill | 28,973 | 7,279 | — | — | |||||||||||||||||||||
Deferred tax asset* | — | 23,276 | — | — | |||||||||||||||||||||
Other assets | 7,569 | 6,745 | 1,361 | 1,361 | |||||||||||||||||||||
Total assets | 506,274 | 504,955 | 280,780 | 280,780 | |||||||||||||||||||||
Accounts payable and other accrued obligations | 95,297 | 93,811 | 54,771 | 53,276 | |||||||||||||||||||||
Accrued drug development costs | 15,109 | 11,441 | 9,678 | 6,994 | |||||||||||||||||||||
Total current liabilities | 128,397 | 123,243 | 78,537 | 74,358 | |||||||||||||||||||||
Total liabilities | 221,428 | 216,274 | 92,873 | 88,694 | |||||||||||||||||||||
Accumulated deficit | (179,320 | ) | (175,485 | ) | (261,883 | ) | (257,704 | ) | |||||||||||||||||
Total stockholders’ equity | 284,846 | 288,681 | 187,907 | 192,086 | |||||||||||||||||||||
* | Reflects the tax impact of the reclassification of the intangible asset acquired in the Allos acquisition from indefinite lived to definite lived. | ||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Selling, general and administrative | 91,965 | 89,922 | 72,553 | 72,197 | 48,550 | 47,411 | |||||||||||||||||||
Research and development | $ | 42,544 | $ | 41,560 | $ | 27,720 | $ | 26,662 | $ | 57,301 | $ | 56,660 | |||||||||||||
Amortization of purchased intangible assets | 6,741 | 8,818 | 3,720 | 3,720 | 3,720 | 3,720 | |||||||||||||||||||
Total operating costs and expenses | 187,883 | 186,933 | 137,831 | 136,417 | 127,010 | 125,230 | |||||||||||||||||||
Income (loss) from operations | 79,824 | 80,774 | 55,132 | 56,546 | (52,897 | ) | (51,117 | ) | |||||||||||||||||
Income before provision for income taxes | 78,980 | 79,930 | 52,221 | 53,635 | (48,887 | ) | (47,107 | ) | |||||||||||||||||
Benefit (provision) benefit for income taxes | 15,565 | 14,271 | (3,704 | ) | (3,704 | ) | 43 | 43 | |||||||||||||||||
Net income (loss) | 94,545 | 94,201 | 48,517 | 49,931 | (48,844 | ) | (47,064 | ) | |||||||||||||||||
Net income (loss) per share, basic | $ | 1.61 | $ | 1.61 | $ | 0.91 | $ | 0.94 | $ | (0.99 | ) | $ | (0.95 | ) | |||||||||||
Net income (loss) per share, diluted | $ | 1.46 | $ | 1.46 | $ | 0.84 | $ | 0.86 | $ | (0.99 | ) | $ | (0.95 | ) | |||||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Net income (loss) | $ | 94,545 | $ | 94,201 | $ | 48,517 | $ | 49,931 | $ | (48,844 | ) | $ | (47,064 | ) | |||||||||||
Total comprehensive income (loss) | 95,045 | 94,701 | 48,382 | 49,796 | (48,844 | ) | (47,086 | ) | |||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||||
For the Year Ended December 31 | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Net income (loss) | $ | 94,545 | $ | 94,201 | $ | 48,517 | $ | 49,931 | $ | (48,844 | ) | $ | (47,064 | ) | |||||||||||
Changes in operating expenses and liabilities: | |||||||||||||||||||||||||
Depreciation and amortization | 10,166 | 12,243 | 5,650 | 5,650 | 4,506 | 4,506 | |||||||||||||||||||
Accounts payable and other accrued obligations | 24,787 | 24,038 | 16,067 | 15,711 | 21,546 | 20,407 | |||||||||||||||||||
Accrued drug development costs | 3,360 | 2,376 | 4,577 | 3,519 | 503 | (138 | ) | ||||||||||||||||||
Net cash provided by (used in) operating activities | 71,959 | 71,959 | 43,288 | 43,288 | (22,544 | ) | (22,544 | ) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. | |||||||||||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||||||||||
The consolidated financial statements include the accounts for Spectrum Pharmaceuticals, Inc., our wholly-owned subsidiaries, and joint ventures that we control, or variable interests for which we are determined to be the primary beneficiary. We evaluate the need to consolidate joint ventures in accordance with authoritative guidance. Investments by outside parties in our consolidated entities are recorded as non-controlling interest in our consolidated financial statements, and stated net after allocation of income and losses in the entity. | |||||||||||||||||||||||||||||
As of December 31, 2012, we had seven consolidated subsidiaries: Allos Therapeutics, Inc., a wholly owned subsidiary acquired in 2012, Allos Therapeutics Ltd. a wholly-owned subsidiary of Allos and formed in England and Wales (inactive), Spectrum Pharmaceuticals Cayman 99% owned, Spectrum Pharmaceuticals International Holdings LLC wholly-owned and organized in Delaware in 2012, OncoRx Pharma Private Limited or OncoRx, wholly-owned and organized in Mumbai, India in 2008; RIT Oncology, LLC, or RIT, wholly-owned since March 15, 2009 and organized in Delaware in October 2008; and a consolidated joint venture, Spectrum Pharma Canada, organized in Quebec, Canada in January 2008. We have eliminated all significant intercompany balances and transactions among the consolidated entities from the consolidated financial statements. | |||||||||||||||||||||||||||||
Variable Interest Entity | |||||||||||||||||||||||||||||
Our Canadian affiliate, Spectrum Pharma Canada, is owned 50% by us and was organized in Quebec, Canada in January 2008. We fund 100% of the expenditures and, as a result we are the party with the controlling financial interest. We are the primary beneficiary of Spectrum Pharma Canada, which is determined to be a variable interest entity. As a result of this characterization, it is consolidated in our financial statements as though it is a wholly-owned subsidiary. | |||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent obligations in the consolidated financial statements and accompanying notes. The estimation process requires assumptions to be made by management about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from those estimates. | |||||||||||||||||||||||||||||
Segment and Geographic Information | |||||||||||||||||||||||||||||
We operate in one reportable segment: acquiring, developing and commercializing prescription drug products. Accordingly, we report the accompanying consolidated financial statements in the aggregate, including all of our activities in one reportable segment. Foreign operations were not significant for any of the periods presented herein. | |||||||||||||||||||||||||||||
Cash, Equivalents and Marketable Securities | |||||||||||||||||||||||||||||
We consider cash and investments with financial institutions with maturities of three months or less when purchased that can be liquidated without prior notice or penalty, to be cash and equivalents. Marketable securities have maturities from three months to one year when purchased and are classified as available-for-sale. As of December 31, 2012, marketable securities are valued at fair value, which approximates cost due to their short-term maturities. | |||||||||||||||||||||||||||||
As of December 31, 2012, we held substantially all of our cash, equivalents and marketable securities at major financial institutions, which must invest our funds in accordance with our investment policy with the principal objectives of such policy being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. Our investment policy also requires that investments in marketable securities be in only highly rated instruments, which are primarily US treasury bills or US treasury backed securities, with limitations on investing in securities of any single issuer. We maintain cash balances in excess of federally insured limits in reputable financial institutions. To a limited degree, the Federal Deposit Insurance Corporation and third parties insure these investments. However, these investments are not insured against the possibility of a complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. We manage such risks on our portfolio by investing in highly liquid, highly rated instruments and limit investing in long-term maturity instruments. | |||||||||||||||||||||||||||||
Cash, equivalents and marketable securities, including long term bank certificates of deposits, and investments totaled $145.5 million and $170.6 million as of December 31, 2012 and 2011, respectively. Long term bank certificates of deposit include a $250,000 restricted certificate of deposit that collateralizes tenant improvement obligations to the lessor of our principal offices. The following is a summary of such investments (in 000’s): | |||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash | Marketable Security | ||||||||||||||||||||||||
Cost | Unrealized | Unrealized | fair | ||||||||||||||||||||||||||
Gains | Losses | Value | Current | Long | |||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | $ | 139,698 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | 987 | — | — | 987 | — | 987 | — | ||||||||||||||||||||||
Money market currency funds | 2,323 | — | — | 2,323 | — | 2,323 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 1,747 | 733 | — | 2,480 | — | — | 2,480 | ||||||||||||||||||||||
Total investments | $ | 144,755 | $ | 733 | $ | — | $ | 145,488 | $ | 139,698 | $ | 3,310 | $ | 2,480 | |||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | $ | 121,202 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | 27,845 | — | — | 27,845 | — | 18,562 | 9,283 | ||||||||||||||||||||||
Money market currency funds | 14,485 | — | — | 14,485 | — | 14,485 | — | ||||||||||||||||||||||
U.S. Government securities | 7,013 | — | — | 7,013 | — | 7,013 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 35 | — | 29 | 6 | — | — | 6 | ||||||||||||||||||||||
Total investments | $ | 170,580 | $ | — | $ | 29 | $ | 170,551 | $ | 121,202 | $ | 40,060 | $ | 9,289 | |||||||||||||||
As of December 31, 2012, none of the securities had been in a continuous unrealized loss position longer than one year. | |||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
We measure fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include the following: | |||||||||||||||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. These inputs include quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||||||||||||||||||
In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value. Cash equivalents consist of certificates of deposit and are valued at cost, which approximates fair value due to the short-term maturities of these instruments. Marketable securities consist of certificates of deposit, US Government Treasury bills, US treasury-backed securities and corporate deposits, which are stated at fair value as it approximates carrying value due to the short term maturities of these instruments. | |||||||||||||||||||||||||||||
The fair value of the deferred development cost liability and the deferred payment contingency was valued using the discounted cash flow method of the income approach. The unobservable inputs to the valuation models that have the most significant effect on the fair value of our deferred development cost liability and deferred payment contingency are the determination of the present value factors for future cash flows. The assumptions included internal estimates of research and development personnel needed to perform the research and development services; and estimates of expected cash outflows to third parties for services and supplies over the expected period that the services will be performed, approximately through 2022 for the research and development obligations. We determined the present value factor to be a weighted-average cost of capital of approximately 11.0% in 2012. | |||||||||||||||||||||||||||||
A majority of our financial assets have been classified as Level 2. These assets have been initially valued at the transaction price and subsequently valued utilizing third party pricing services. The pricing services use many observable market inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. We validate the prices provided by our third party pricing services by understanding the models used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming those securities trade in active markets. | |||||||||||||||||||||||||||||
We did not elect the fair value option, as allowed, to account for financial assets and liabilities that were not previously carried at fair value. Therefore, material financial assets and liabilities that are not carried at fair value, such as trade accounts receivable and payable, are reported at their historical carrying values. | |||||||||||||||||||||||||||||
The carrying values of our assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2012 and 2011 are classified in the table below in one of the three categories of the fair value hierarchy described below: | |||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | — | 987 | — | 987 | |||||||||||||||||||||||||
Money market currency funds | — | 2,323 | — | 2,323 | |||||||||||||||||||||||||
Cash and equivalents, and marketable securities and investments | 139,698 | 3,310 | — | 143,008 | |||||||||||||||||||||||||
Deferred compensation investments, including life insurance cash surrender value | — | 2,881 | — | 2,881 | |||||||||||||||||||||||||
Other securities | 2,480 | — | — | 2,480 | |||||||||||||||||||||||||
$ | 142,178 | $ | 6,191 | $ | — | $ | 148,369 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 2,365 | — | 2,365 | |||||||||||||||||||||||||
Deferred development costs | — | — | 12,233 | 12,233 | |||||||||||||||||||||||||
Deferred payment contingency | — | — | 2,287 | 2,287 | |||||||||||||||||||||||||
Contingent value right | — | — | — | — | |||||||||||||||||||||||||
$ | — | $ | 2,365 | $ | 14,520 | $ | 16,885 | ||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | — | 27,845 | — | 27,845 | |||||||||||||||||||||||||
Money market currency funds | — | 14,485 | — | 14,485 | |||||||||||||||||||||||||
U.S. Government securities | — | 7,013 | — | 7,013 | |||||||||||||||||||||||||
Cash and equivalents, marketable securities and investments | 121,202 | 49,343 | — | 170,545 | |||||||||||||||||||||||||
Deferred compensation investments | — | 972 | — | 972 | |||||||||||||||||||||||||
Other securities | 6 | — | — | 6 | |||||||||||||||||||||||||
$ | 121,208 | $ | 50,315 | $ | — | $ | 171,523 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 969 | — | 969 | |||||||||||||||||||||||||
$ | — | $ | 969 | $ | — | $ | 969 | ||||||||||||||||||||||
The following summarizes the activity of Level 3 inputs measured on a recurring basis for the years ended December 31, 2012 and 2011: | |||||||||||||||||||||||||||||
Fair Value Measurements of 1 | |||||||||||||||||||||||||||||
Unobservable Inputs (Level 3) | |||||||||||||||||||||||||||||
($ in 000’s) | |||||||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 3,904 | |||||||||||||||||||||||||||
Transfers in / (out) of Level 3 | — | ||||||||||||||||||||||||||||
Adjustments resulting from change in value of warrants recognized in earnings | 3,488 | ||||||||||||||||||||||||||||
Adjustments resulting from exercise of warrants recognized in equity | (7,392 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2011 | — | ||||||||||||||||||||||||||||
Transfers in / (out) of Level 3: | |||||||||||||||||||||||||||||
Deferred development costs | 12,233 | ||||||||||||||||||||||||||||
Deferred payment contingency | 2,287 | ||||||||||||||||||||||||||||
Contingent right value | — | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 14,520 | |||||||||||||||||||||||||||
The fair value of the deferred development costs and deferred payment contingency are measured at the end of each reporting period using Level 3 inputs. The significant unobservable assumptions we use include the determination of present value factors for future cash flows. | |||||||||||||||||||||||||||||
The fair value of common stock warrants were measured on their respective origination dates and at the end of each reporting period using Level 3 inputs. The significant assumptions we use in the calculations under the Black-Scholes Option Pricing Model as of December 31, 2011 included an expected term based on the remaining contractual life of the warrants, a risk-free interest rate based upon observed interest rates appropriate for the expected term of the instruments, volatility based on the historical volatility of our common stock, and a zero dividend rate based on our past, current and expected practices of granting dividends on common stock. | |||||||||||||||||||||||||||||
The fair value of common stock warrants decreased approximately $3.9 million due to the exercise of 3,747,312 warrants on or before September 15, 2011, for a total aggregate exercise price of $24.8 million. | |||||||||||||||||||||||||||||
Concentration of credit risk | |||||||||||||||||||||||||||||
Our investments are subject to concentration of credit risk, which is managed by diversification of the investment portfolio and by the purchase of investment-grade securities. | |||||||||||||||||||||||||||||
Our product sales are concentrated in a limited number of customers. A summary of our customers that represent 10% or more of our total consolidated gross product sales are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Oncology Supply | 26.5 | % | 57 | % | 45.7 | % | |||||||||||||||||||||||
McKesson Specialty | 23.2 | % | 19.1 | % | * | ||||||||||||||||||||||||
ICS | 19.4 | % | * | * | |||||||||||||||||||||||||
Cardinal Health | 15.7 | % | * | * | |||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
No other single customer generated over 10% of our consolidated gross product sales during the prior three fiscal years. | |||||||||||||||||||||||||||||
We are exposed to risks associated with extending credit to our customers related to the sale of products. We do not require collateral or other security to support credit sales, however, we maintain reserves for potential bad debt and to date, credit losses have been within management’s expectations. A summary of our customers that represent 10% or more of our net receivables as of December 31, 2012 and 2011 are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||||
Oncology Supply | 37.7 | % | 26.8 | % | |||||||||||||||||||||||||
McKesson Specialty | 26 | % | 54.1 | % | |||||||||||||||||||||||||
ICS | 19.1 | % | * | ||||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
No other single customer owed us more than 10% of net receivables during the prior fiscal years. | |||||||||||||||||||||||||||||
We have single source suppliers for raw materials and the manufacturing of finished product of ZEVALIN. We are exposed to loss of revenue from the sale of this product if the supplier cannot fulfill demand. We also have single source suppliers for raw materials, and manufactured finished product for our development drug candidates. If we are unable to obtain sufficient quantities of such product, our research and development activities may be adversely affected. | |||||||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||||||
Inventories are valued at the lower of cost (first-in, first-out method) or market. The lower of cost or market is determined based on net estimated realizable value after appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. | |||||||||||||||||||||||||||||
We continually review product inventories on hand, evaluating inventory levels relative to product demand, remaining shelf life, future marketing plans and other factors. We adjust our inventory to reflect situations in which the cost of inventory is not expected to be recovered. We record a reserve to adjust inventory to its net realizable value if (i) a product is close to expiration and not expected to be sold, (ii) when a product has reached its expiration date or (iii) when a product is not expected to be saleable. In determining reserves for these products, we consider factors such as the amount of inventory on hand and its remaining shelf life, and current and expected market conditions, including management forecasts and levels of competition. We have evaluated the current level of inventory considering historical trends and other factors, and based on our evaluation, we have recorded adjustments to reflect inventory at its net realizable value. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand, competition or other relevant factors differ from expectations. These estimates require us to make assessments about the future demand for our products in order to categorize the status of such inventory items as slow-moving, obsolete or in excess-of-need. These estimates are subject to the ongoing accuracy of our forecasts of market conditions, industry trends, competition and other factors. Differences between our estimated reserves and actual inventory adjustments have historically not been significant, and are accounted for in the current period as a change in estimate. During 2012 and 2011, inventories of $4.3 million and $1.3 million, respectively, were recorded against cost of goods sold and the total reserve was $4.2 million and $1.3 million at December 31, 2012 and 2011, respectively. | |||||||||||||||||||||||||||||
The allowance for inventory reserves is as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 1,343 | $ | 50 | $ | — | |||||||||||||||||||||||
Net additions charged to expense | 4,264 | 1,320 | 50 | ||||||||||||||||||||||||||
Deductions | (1,419 | ) | (27 | ) | — | ||||||||||||||||||||||||
Balance at end of period | $ | 4,188 | $ | 1,343 | $ | 50 | |||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the statements of operations. | |||||||||||||||||||||||||||||
The cost of property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives of the respective assets. Leasehold improvements are amortized over the lesser of the estimated useful lives of the respective assets or the related lease terms. | |||||||||||||||||||||||||||||
Computers and software | 3 to 5 years | ||||||||||||||||||||||||||||
Office furniture and equipment | 5 to 7 years | ||||||||||||||||||||||||||||
Lab and media equipment | 2 to 7 years | ||||||||||||||||||||||||||||
All long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If impairment is indicated, we reduce the carrying value of the asset to fair value. Fair value would be determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. | |||||||||||||||||||||||||||||
Patents and Licenses | |||||||||||||||||||||||||||||
We expense all licensing and patent application costs as they are incurred. | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||||||||
Goodwill represents the excess of acquisition cost over the fair value of the net assets of the acquired businesses. Goodwill has an indefinite useful life and is not amortized, but instead tested for impairment annually. We perform our annual evaluation as of October 1 each year. | |||||||||||||||||||||||||||||
Intangible assets are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. Our policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. It is our policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. | |||||||||||||||||||||||||||||
We acquired 50% of the rights in RIT in December 2008 and the remaining 50% in March 2009. The purchase price for the acquisition of ZEVALIN rights was allocated to identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date which is being amortized over its useful life of 10 years. Such a valuation requires significant estimates and assumptions including but not limited to: determining the timing and expected costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows from product sales resulting from in-process projects, and developing appropriate discount rates and probability rates by project. We believe the fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions. | |||||||||||||||||||||||||||||
Identifiable intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, ranging from 1 to 10 years. | |||||||||||||||||||||||||||||
We acquired all of the oncology drug assets of Targent in April 2006. As part of the consideration for the purchase of these assets, we agreed to pay milestone payments to Targent upon the achievement of certain regulatory events as well as for certain sales levels for FUSILEV within a calendar year. During 2011, we capitalized $16.8 million associated with the achievement of these milestones which are being amortized to cost of goods sold on a straight-line basis over the estimated useful life of 8.7 years. | |||||||||||||||||||||||||||||
On April 1, 2012, we acquired the licensing rights to market ZEVALIN outside of the U.S. (ZEVALIN Rights) from Bayer Pharma AG or Bayer. The process for estimating the fair values of these identifiable intangible assets involved the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. These identified intangible assets are being amortized over the estimated useful life of 10 years. | |||||||||||||||||||||||||||||
We acquired Allos on September 5, 2012, and recorded intangible assets related to developed technology and Ex-U.S. and Canada distribution rights through an agreement with a third-party, Mundipharma. These intangible assets are amortized over their expected period of economic benefit of 14 years and 10 years, respectively. In selecting the method of amortization, we considered pattern in which economic benefits of this asset are consumed. As the pattern of use could not be reliably determine with sufficient precision, we used a straight-line method of amortization (see Note 8). | |||||||||||||||||||||||||||||
Under the purchase method of accounting, the total purchase consideration is allocated to Allos net tangible and intangible assets based on their estimated fair values as of the closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The acquired intangible assets consisted of FOLOTYN developed technology for approved indications of currently marketed products, and its distribution rights outside of the U.S. and Canada through an agreement with a third-party, Mundipharma (see Note 11). | |||||||||||||||||||||||||||||
The weighted-average amortization period for such intangible assets acquired is outlined in the table below: | |||||||||||||||||||||||||||||
Fair Value | Weighted-Average | ||||||||||||||||||||||||||||
of | |||||||||||||||||||||||||||||
Intangible | |||||||||||||||||||||||||||||
Assets | Amortization | ||||||||||||||||||||||||||||
Acquired | Period | ||||||||||||||||||||||||||||
Developed Technology — FOLOTYN® | $ | 118,400 | 14 years | ||||||||||||||||||||||||||
FOLOTYN® Ex-U.S. and Canada Distribution Rights | 27,900 | 10 years | |||||||||||||||||||||||||||
Total identifiable intangible assets | $ | 146,300 | |||||||||||||||||||||||||||
The fair value of the developed technology and distribution rights intangible assets was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a single present amount (discounted). Our measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. | |||||||||||||||||||||||||||||
With respect to the acquisition discussed, we believe the fair values assigned to the assets acquired and liabilities assumed were based upon reasonable assumptions. Our allocation of the purchase price was largely dependent on discounted cash flow analyses of projects and products of Allos. We cannot provide assurance that the underlying assumptions used to forecast the cash flows or the timely and successful completion of such projects will materialize as we estimated. For these reasons, among others, our actual results may vary significantly from the estimated results. | |||||||||||||||||||||||||||||
We evaluate the recoverability of definite-lived intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to the following: | |||||||||||||||||||||||||||||
(i) | a significant decrease in the market value of an asset; | ||||||||||||||||||||||||||||
(ii) | a significant adverse change in the extent or manner in which an asset is used; or | ||||||||||||||||||||||||||||
(iii) | an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. | ||||||||||||||||||||||||||||
We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. No impairment loss was recorded during the years 2012, 2011 or 2010. | |||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||
Revenue from product sales is recognized upon shipment of product when title and risk of loss have transferred to the customer. We sell our products to wholesalers and distributors of oncology products and directly to the end user, directly or through Global Purchasing Organizations or GPO’s (e.g., certain hospitals or hospital systems and clinics with whom we have entered into a direct purchase agreement). Our wholesalers and distributors purchase our products and sell the products directly to end users, which include, but are not limited to, hospitals, clinics, medical facilities, managed care facilities and private oncology based practices. Revenue from product sales is recognized upon shipment of product when title and risk of loss have transferred to the customer, and the following additional criteria are met: | |||||||||||||||||||||||||||||
(i) | the price is substantially fixed and determinable; | ||||||||||||||||||||||||||||
(ii) | our customer has economic substance apart from that provided by us; | ||||||||||||||||||||||||||||
(iii) | our customer’s obligation to pay us is not contingent on resale of the product; | ||||||||||||||||||||||||||||
(iv) | we do not have significant obligations for future performance to directly bring about the resale of our product; and | ||||||||||||||||||||||||||||
(v) | we have a reasonable basis to estimate future returns. | ||||||||||||||||||||||||||||
Generally, revenue is recognized when all four of the following criteria are met: | |||||||||||||||||||||||||||||
(i) | persuasive evidence that an arrangement exists; | ||||||||||||||||||||||||||||
(ii) | delivery of the products has occurred, or services have been rendered; | ||||||||||||||||||||||||||||
(iii) | the selling price is both fixed and determinable; and | ||||||||||||||||||||||||||||
(iv) | collectability is reasonably assured. | ||||||||||||||||||||||||||||
We calculate a provision for estimated product returns, sales discounts, rebates, chargeback’s and distribution and data fees are established as a reduction of gross product sales at the time such revenues are recognized. Thus, revenue is recorded, net of such estimated provisions. We state the related accounts receivable at net realizable value, with any allowance for doubtful accounts charged to general operating expenses. If revenue from sales is not reasonably determinable due to provisions for estimates, promotional adjustments, price adjustments, returns or any other potential adjustments, we defer the revenue and recognize revenue when the estimates are reasonably determinable, even if the monies for the gross sales have been received. | |||||||||||||||||||||||||||||
We utilize a third-party logistics company to store and distribute FUSILEV. The same third party logistics company also stores and ships ZEVALIN kits containing the CD20 MAB. | |||||||||||||||||||||||||||||
During 2009, we changed the supply and distribution model for ZEVALIN. Previously, we sold ZEVALIN kits containing the CD20 MAB to radiopharmacies, who in turn ordered the radioactive isotope (Y-90 or In-111) separately and radiolabeled (or attached) the radioactive isotope to the CD20 MAB. The radiopharmacy then sold the end user product to the consumer. Under the current model we do not sell the ZEVALIN kits containing the CD20 MAB to the radiopharmacies, but instead contract with them, as a fee-for-service, to radiolabel the individual components of the CD20 MAB to the radioactive isotope, and then, also under a fee-for-service arrangement, have them distribute the end use product to the end user; the clinics, hospitals or other medical settings. In this regard, we now sell the CD20 MAB together with the radioactive isotope as the end user product. In November 2011 we received FDA approval to remove the bioscan and starting in January 2012 we are no longer supplying the imaging kit (In-111) used for bioscan. | |||||||||||||||||||||||||||||
Product returns allowances | |||||||||||||||||||||||||||||
Customers are typically permitted to return products within thirty days after shipment, if incorrectly shipped or not ordered, and six months after the expiration of product dating for FUSILEV, subject to certain restocking fees and preauthorization requirements, as applicable. The returned product is destroyed if it is damaged, quality is compromised or past its expiration date. In general, returned product is not resold. As of each balance sheet date, we estimate potential returns, based on several factors, including: inventory held by distributors, sell through data of distributor sales to end users, customer and end-user ordering and re-ordering patterns, aging of accounts receivables, rates of returns for directly substitutable products and pharmaceutical products for the treatment of therapeutic areas similar to indications served by our products, shelf life of our products, historical rates of actual returns and based on experience of our management with selling similar oncology products. We record an allowance for future returns by debiting revenue, thereby reducing product sales and crediting a reserve for returns to reduce other accrued obligations. No returns reserve is recorded for ZEVALIN since in the U.S. we invoice our end user customers and recognize revenues only when a patient is treated with ZEVALIN and for Ex. U.S. we invoice upon delivery. FOLOTYN returns are limited to defective product or product that was shipped in error. Historical allowances for product returns have been within estimated amounts reserved or accrued. The amount of allowances for sales returns we recognized in the consolidated balance sheets as of December 31, 2012 and 2011 are $4.9 million and $4.0 million, respectively and are recorded in other accrued obligations. | |||||||||||||||||||||||||||||
Government chargebacks | |||||||||||||||||||||||||||||
Our products are subject to certain programs with federal government qualified entities whereby pricing on products is discounted below distributor list price to participating entities. These entities purchase products through distributors at the discounted price, and the distributors charge the difference between their acquisition cost and the discounted price back to us. We account for chargebacks by establishing an accrual in an amount equal to our estimate of chargeback claims at the time of product sale. We also evaluate the adequacy of previously recorded chargebacks based on data regarding specific entities claims activity over time to adjust current period chargebacks for these same distributors. Due to estimates and assumptions inherent in determining the amount of government chargebacks, the time lag to receive information from distributors, the actual amount of claims for chargebacks may be materially different from our estimates, at which time we would adjust our reserves accordingly. | |||||||||||||||||||||||||||||
Discounts | |||||||||||||||||||||||||||||
Discounts (generally prompt payment discounts) are accrued at the end of every reporting period based on the gross sales made to customers during the period and based on their terms of trade for a product. We generally review the terms of the contracts, specifically price and discount structures, and payment terms between the customer and us to estimate the discount accrual. | |||||||||||||||||||||||||||||
Rebates | |||||||||||||||||||||||||||||
Customer rebates are estimated at every period end, based on direct purchases, depending on whether any rebates have been offered based on definitive contractual agreements. The rebates are recognized when products are purchased and a periodic credit is given. | |||||||||||||||||||||||||||||
Medicaid Rebates | |||||||||||||||||||||||||||||
Our products are subject to state government-managed Medicaid programs whereby discounts and rebates are provided to participating state governments. We record estimated rebates payable under governmental programs, including Medicaid, as a reduction of revenue in the same period the related sale is recorded. Our calculations related to these rebate accruals require estimates, including estimates of customer mix primarily based on a combination of market and clinical research, to determine which sales will be subject to rebates and the amount of such rebates. Our estimate of utilization is based on historical claims and supplemented by management’s judgment with respect to many factors, including changes in sales trends, an evaluation of current laws and regulations and product pricing. We update our estimates and assumptions each period and record any necessary adjustments to our reserves. Additionally, there is a time lag between the date we determine the estimated liability and when we actually pay the liability. Although allowances and accruals are recorded at the time of product sale, certain rebates are typically paid out, on average, up to six months or longer after the sale. | |||||||||||||||||||||||||||||
Distribution and Data Fees | |||||||||||||||||||||||||||||
Distribution and data fees are paid to authorized wholesalers and specialty distributors of FUSILEV and FOLOTYN as a percentage of WAC for products sold. The services provided include contract administration, inventory management, product sales reporting by customer, returns for clinics and hospitals. We accrue distribution and data fees based on a percentage of FUSILEV and FOLOTYN revenues that are set and governed by distribution agreements. | |||||||||||||||||||||||||||||
We also state the related accounts receivable at net realizable value, with any allowance for doubtful accounts charged to general operating expenses. If revenue from sales is not reasonably determinable due to provisions for estimates, promotional adjustments, price adjustments, returns or any other potential adjustments, we defer the revenue and recognize revenue when the estimates are reasonably determinable, even if the monies for the gross sales have been received. | |||||||||||||||||||||||||||||
Milestone Payments | |||||||||||||||||||||||||||||
Milestone payments under collaborative arrangements are triggered either by the results of our research and development efforts or by specified sales results by a third-party collaborator. Milestones related to our development-based activities may include initiation of various phases of clinical trials, successful completion of a phase of development or results from a clinical trial, acceptance of a New Drug Application by the FDA or an equivalent filing with an equivalent regulatory agency in another territory, or regulatory approval by the FDA or by an equivalent regulatory agency in another territory. Due to the uncertainty involved in meeting these development-based milestones, the development-based milestones are considered to be substantial (i.e. not just achieved through passage of time) at the inception of the collaboration agreement. In addition, the amounts of the payments assigned thereto are considered to be commensurate with the enhancement of the value of the delivered intellectual property as a result of our performance. Our involvement is necessary to the achievement of development-based milestones. We would account for development-based milestones as revenue upon achievement of the substantive milestone events. Milestones related to sales-based activities may be triggered upon events such as the first commercial sale of a product or when sales first achieve a defined level. These sales-based milestones would be achieved after the completion of our development activities. We would account for the sales-based milestones in the same manner as royalties, with revenue recognized upon achievement of the milestone. In addition, upon the achievement of either development-based or sales-based milestone events, we have no future performance obligations related to any milestone payments. | |||||||||||||||||||||||||||||
License Fees | |||||||||||||||||||||||||||||
We recognize license fees based on the facts and circumstances of each contractual agreement. In general, we recognize income upon the signing of a contractual agreement that grants rights to products or technology to a third party if we have no further obligation to provide products or services to the third party after entering into the contract. | |||||||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||||||
Research and development expenses include salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaborative research and development and include activities such as product registries and investigator-sponsored trials. Research and development costs are expensed as incurred. In certain instances, we enter into agreements with third parties for research and development activities, where we may prepay fees for services at the initiation of the contract. We record such prepayment as a prepaid asset and charge research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon the completion of milestones or receipt of deliverables. | |||||||||||||||||||||||||||||
As of each balance sheet date, we review purchase commitments and accrue drug development expenses based on factors such as estimates of work performed, patient enrollment, completion of patient studies and other events. We maintain regular communication with our vendors, including our clinical sites, and gauge the reasonableness of estimates provided. However, actual clinical trial costs may differ materially from estimated clinical trial costs and are adjusted for in the period in which they become known. | |||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | |||||||||||||||||||||||||||||
We calculate basic and diluted net income (loss) per share using the weighted average number of common shares outstanding during the periods presented, and adjust the amount of net income (loss) used in this calculation for preferred stock dividends (if any) declared during the period. In periods of a net loss position, basic and diluted weighted average shares are the same. For the diluted earnings per share calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants and other common stock equivalents outstanding during the periods. | |||||||||||||||||||||||||||||
The following shows the amounts used in computing basic and diluted earnings per share for each of the three years in the period ended December 31, 2012: | |||||||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2012 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 94,201 | 58,588,916 | $ | 1.61 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,749,299 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 224,437 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 1,034,604 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 94,201 | 64,637,256 | $ | 1.46 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2011 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 49,931 | 53,272,767 | $ | 0.94 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,185,224 | ||||||||||||||||||||||||||||
Change in shares related to Targent and Management incentive plan milestones as if they had been issued at the beginning of the quarter earned | 248,193 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 200,656 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 12,874 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 49,931 | 57,959,714 | $ | 0.86 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | December 31, | ||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
(As Restated) | |||||||||||||||||||||||||||||
Net loss — attributable to Spectrum Pharmaceuticals, Inc. stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||
Preferred dividends paid in cash or stock | — | ||||||||||||||||||||||||||||
Loss attributable to Spectrum stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Weighted average shares issued and outstanding | 49,502,854 | ||||||||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.95 | ) | ||||||||||||||||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would have been anti-dilutive: | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
Series E Preferred Shares | 52,000 | ||||||||||||||||||||||||||||
Stock Options | 5,157,935 | ||||||||||||||||||||||||||||
Warrants | 4,142,312 | ||||||||||||||||||||||||||||
9,352,247 | |||||||||||||||||||||||||||||
Accounting for Employee Share-Based Compensation | |||||||||||||||||||||||||||||
We measure compensation expense for all share-based awards at fair value on the date of grant for the portion that is ultimately expected to vest and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. | |||||||||||||||||||||||||||||
The fair value of share-based compensation is estimated based on the closing market price of our common stock on the day prior to the award grants for stock awards, using the Black-Scholes Option Pricing Model for stock options and warrants and a lattice or Monte Carlo valuation model for the management incentive plan. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. | |||||||||||||||||||||||||||||
We recorded share-based employee compensation as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Research and development expense | $ | 1,843 | $ | 1,628 | $ | 2,484 | |||||||||||||||||||||||
Selling, general and administrative expense | 13,041 | 20,609 | 5,801 | ||||||||||||||||||||||||||
$ | 14,884 | $ | 22,237 | $ | 8,285 | ||||||||||||||||||||||||
Warrant accounting | |||||||||||||||||||||||||||||
We account for common stock warrants pursuant to the applicable guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. We classify registered warrants on the consolidated balance sheet as a current liability, which is revalued at each balance sheet date subsequent to the initial issuance. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment, including estimating stock price volatility and expected warrant life. We develop our estimates based on historical data. A small change in the estimates used may have a relatively large change in the estimated valuation. We use the Black-Scholes pricing model to value the registered warrants. Changes in the fair market value of the warrants are reflected in the consolidated statement of operations as “Change in the fair value of common stock warrant liability.” All registered warrants have been exercised as of December 31, 2012. | |||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||||||||||||||
We have determined that net deferred tax assets that do not meet the “more likely than not” to be realized criteria and, accordingly, a valuation allowance has been recorded to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce the valuation allowance against the deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period such determination is made. | |||||||||||||||||||||||||||||
Valuation allowances against our deferred tax assets were $1.1 million and $45.6 million at December 31, 2012 and December 31, 2011, respectively. Changes in the valuation allowances, when they are recognized in the provision for income taxes, are included as a component of the estimated annual effective tax rate. | |||||||||||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||||||||||
We translate the assets and liabilities of our foreign subsidiaries stated in local functional currencies to US dollars at the rates of exchange in effect at the end of the period. Revenues and expenses are translated using rates of exchange in effect during the period. Gains and losses from the translation of financial statements denominated in foreign currencies are included as a separate component of accumulated other comprehensive income in the statement of stockholders’ equity and the statement of comprehensive income (loss). | |||||||||||||||||||||||||||||
We record foreign currency transactions at the exchange rate prevailing at the date of the transaction with resultant gains and losses being included in results of operations. Foreign currency transaction gains and losses have not been significant for any period presented. | |||||||||||||||||||||||||||||
Acquisitions and Collaborations | |||||||||||||||||||||||||||||
For all in-licensed products, pursuant to authoritative guidance, we perform an analysis to determine whether we hold a variable interest or interests that give us a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. | |||||||||||||||||||||||||||||
We also perform an analysis to determine if the inputs and/or processes acquired in an acquisition qualify as a business. On the basis of our interpretations and conclusions, we determine if the in-licensed products qualify as a business and whether to account for such products as a business combination or an asset acquisition. The accounting for acquisitions requires extensive use of estimates and judgments to measure the fair value of the identifiable tangible and intangible assets acquired, including in-process research and development, and liabilities assumed. Additionally, we must determine whether an acquired entity is considered to be a business or a set of net assets, because the excess of the purchase price over the fair value of net assets acquired can only be recognized as goodwill in a business combination. | |||||||||||||||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
Comprehensive income (loss) is calculated in accordance with authoritative guidance which requires the disclosure of all components of comprehensive income, including net income (loss) and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. Our accumulated other comprehensive income (loss) at December 31, 2012 and 2011, respectively consisted primarily of foreign currency translation adjustments and net unrealized gains/losses on investments in marketable securities as of that date. | |||||||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||||||
In June 2011, the Financial Accounting Standards Board (FASB) issued an accounting standards update that eliminates the option to present components of other comprehensive income as part of the statement of changes in equity and requires an entity to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also required an entity to present on the face of the financial statements reclassification adjustments from other comprehensive income to net income, but in December 2011, the FASB issued an accounting standards update that deferred this requirement. This guidance became effective for fiscal years beginning after December 15, 2011. We adopted the provisions of the guidance in the first quarter of 2012 and elected to present items of net income and other comprehensive income in two separate but consecutive statements. | |||||||||||||||||||||||||||||
In May 2011, the FASB issued an accounting standards update that clarifies and amends the existing fair value measurement and disclosure requirements. This guidance became effective prospectively for interim and annual periods beginning after December 15, 2011. We adopted the provisions of the guidance in the first quarter of 2012. The adoption did not have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||||||||||||||
New Accounting Standards Not Yet Adopted | |||||||||||||||||||||||||||||
In February 2013, the FASB issued an accounting standards update that requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amounts are required to be reclassified in their entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance will be effective for reporting periods beginning after December 15, 2012, which will be our fiscal year 2013, with early adoption permitted. We do not expect the adoption of the guidance will have a material impact on our consolidated financial statements. | |||||||||||||||||||||||||||||
In July 2012, the FASB issued an accounting standards update that gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. This guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, which will be our fiscal year 2013, with early adoption permitted. We do not expect the adoption of the guidance will have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Acquisitions | ' | ||||||||||||
3. Acquisitions | |||||||||||||
Licensing Rights of ZEVALIN Outside the U.S. | |||||||||||||
On April 1, 2012, through a subsidiary, Spectrum Pharmaceuticals Cayman, L.P., we completed the acquisition of licensing rights to market ZEVALIN outside of the U.S. (ZEVALIN Rights) from Bayer Pharma AG or Bayer. Pursuant to the terms of the agreement, Spectrum acquired all rights including marketing, selling, intellectual property and access to existing inventory of ZEVALIN from Bayer. We currently market ZEVALIN in the U.S. and this agreement expanded our commercial efforts to the rest of the world. ZEVALIN is currently approved in more than 40 countries outside the U.S. for the treatment of B-cell non-Hodgkin lymphoma, including countries in Europe, Latin America and Asia. Under the terms of the agreement, Spectrum obtained marketing rights, patents, and access to existing inventory of ZEVALIN from Bayer. In consideration for the rights granted under the agreement, concurrent with the closing, Spectrum paid Bayer a one-time fee of Euro 19 million or approximately USD $25.4 million and will pay Bayer royalties based on a percentage of net sales of the licensed products in all territories worldwide except the U.S. Under the agreement, we also acquired access to existing inventory of ZEVALIN. Concurrent with the closing, we entered into certain ancillary agreements including but not limited to a transition services agreement to transition the business. | |||||||||||||
We accounted for the acquisition of ZEVALIN Rights as a business combination using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the purchase date and be recorded on the balance sheet regardless of the likelihood of success of the related product or technology. The process for estimating the fair values of identifiable intangible assets involves the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The ZEVALIN Rights related transaction costs expensed for year ended December 31, 2012 were $687,384. | |||||||||||||
Consideration Transferred | |||||||||||||
The acquisition-date fair value of the consideration transferred consisted of the following items ($ in 000’s): | |||||||||||||
Cash consideration for ZEVALIN Rights | $ | 25,435 | |||||||||||
Total liabilities assumed | 580 | ||||||||||||
Total purchase consideration | $ | 26,015 | |||||||||||
Fair Value Estimate of Assets Acquired and Liabilities Assumed | |||||||||||||
The total purchase consideration is allocated to ZEVALIN Rights net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is as follows ($ in thousands): | |||||||||||||
ZEVALIN product line/marketing rights | $ | 19,810 | |||||||||||
Customer relationships | 3,680 | ||||||||||||
Identified intangible assets | 23,490 | ||||||||||||
Goodwill | 2,525 | ||||||||||||
Total fair value of assets acquired | $ | 26,015 | |||||||||||
We estimated the fair value of the acquired marketing rights and customer relationships intangible assets using the income approach. The income approach uses valuation techniques to convert future amounts to a single present amount (discounted). Our measurement is based on the value indicated by current market expectations about those future amounts. The fair value estimate took into account our estimates of future incremental earnings that may be achieved by the promotion and distribution contract intangible assets, and included estimated cash flows of approximately 22 years and a discount rate of 14% to 26%. | |||||||||||||
The goodwill recorded as part of the acquisition of ZEVALIN Rights includes benefits that we believe will result from expanding geographical sales internationally and any intangible assets that do not qualify for separate recognition. Goodwill is not amortized and is not deductible for tax purposes. | |||||||||||||
These identified intangible assets are being amortized over the estimated useful life of 10 years which reflects the patent life. In selecting the method of amortization, we considered pattern in which economic benefits of this asset are consumed. As the pattern of use could not be reliably determine with sufficient precision, we used a straight-line method of amortization. Included in amortization of purchased intangible assets in the accompanying consolidated statement of operations for the year ended December 31, 2012 is $2.2 million related to the amortization of these intangibles. | |||||||||||||
We do not consider the acquisition of the licensing rights to market ZEVALIN outside the U.S. to be a material business combination and, therefore, have not disclosed the pro forma results of operations as required for material business combinations. | |||||||||||||
Allos Acquisition | |||||||||||||
Pursuant to the terms of the Agreement and Plan of Merger dated April 4, 2012 among Spectrum, Allos and Sapphire Acquisition Sub, Inc., Spectrum acquired a total of 96,259,850 shares pursuant to a tender offer, representing approximately 89.98% of the outstanding shares of Allos common stock on September 5, 2012 for an amount equal to the price per share of $1.82 in cash. Allos develops and markets anti-cancer therapeutics in the United States. As a result of the acquisition, we acquired an assembled sales force and anti-cancer therapeutics which enhanced our existing product base. | |||||||||||||
As part of the purchase consideration, Spectrum agreed to pay Allos shareholders an additional $0.11 per share if FOLOTYN® receives a conditional regulatory approval in the European Union or the EU, by December 31, 2012 and the first reimbursable commercial sale of FOLOTYN® in the lead indication in the third EU major market country is made by December 31, 2013. In January 2012, the European Medicines Agency, or EMA, Committee for Medicinal Products for Human Use, or CHMP, adopted an opinion recommending against approval of Allos’ Marketing Authorisation Application, or MAA, for FOLOTYN for the treatment of patients with relapsed or refractory peripheral T-cell lymphoma or PTCL in Europe. Allos submitted a request for the re-examination of the CHMP opinion in January 2012, and, on April 19, 2012, the CHMP confirmed its position and adopted a final opinion recommending against approval of the MAA. On the same day, the CHMP forwarded a copy of its final opinion to the European Commission, or the EC, which is the regulatory authority responsible for rendering a final decision on the MAA. On June 21, 2012, Allos received a letter from the EC stating that the EC had adopted the CHMP’s opinion recommending against approval of the MAA. The decision is final and binding. Therefore, Spectrum management does not believe that the milestones triggering the contingent value right are achievable within the specified time frame and accordingly, did not value the contingent value right. We will continue to evaluate the fair value of the contingent value right through December 31, 2013. The Allos related transaction costs expensed for the year ended December 31, 2012 of $5.6 million were included in selling, general and administrative expenses. | |||||||||||||
Consideration Transferred | |||||||||||||
The Allos acquisition purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based upon their estimated fair value at the acquisition date. The following table summarizes the purchase price ($ in 000’s): | |||||||||||||
Cash consideration | $ | 205,204 | |||||||||||
Contingent value right | — | ||||||||||||
Total purchase consideration | $ | 205,204 | |||||||||||
Fair Value Estimate of Assets Acquired and Liabilities Assumed | |||||||||||||
Under the purchase method of accounting, the total purchase consideration is allocated to Allos net tangible and intangible assets based on their estimated fair values as of the closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The goodwill acquired is not deductible for tax purposes. The estimated fair value of income taxes was based on provisional estimates and assumptions at the acquisition date. Based on new information available about facts and circumstances that existed as of the acquisition date, we have further adjusted the recognition of income taxes as of that date. The preliminary estimate of income taxes assumed in connection with the acquisition, and the subsequent change in valuation estimates made in the fourth quarter are presented in the following table. These adjustments to the provisional amounts previously recorded for income taxes were made retrospectively to the acquisition date. As a result of the revised provisional estimated fair value, the excess of the purchase price over the fair value of the net assets acquired of $4.8 million was recorded as goodwill in the accompanying consolidated balance sheet as of December 31, 2012. | |||||||||||||
Under the purchase method of accounting, the total purchase price is allocated to Allos’ net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows: ($ in 000’s): | |||||||||||||
Provisional | Subsequent | Revised | |||||||||||
Estimated | Change in | Fair Value | |||||||||||
Fair Value | Valuation | ||||||||||||
Estimate | |||||||||||||
Cash | $ | 71,940 | $ | — | $ | 71,940 | |||||||
Accounts receivable | 6,835 | — | 6,835 | ||||||||||
Related party receivable | 10,482 | — | 10,482 | ||||||||||
Inventory | 2,246 | — | 2,246 | ||||||||||
Other current assets | 1,527 | — | 1,527 | ||||||||||
Fixed assets | 913 | — | 913 | ||||||||||
FOLOTYN developed technology | 118,400 | — | 118,400 | ||||||||||
FOLOTYN Ex-U.S. and Canada distribution rights | 27,900 | — | 27,900 | ||||||||||
Goodwill | 27,550 | (1,065 | ) | 26,485 | |||||||||
Total assets acquired | 267,793 | (1,065 | ) | 266,728 | |||||||||
Accounts payable & accrued liabilities | 25,716 | — | 25,716 | ||||||||||
Mundipharma R&D expense liability | 12,300 | — | 12,300 | ||||||||||
Deferred payment contingency | 2,200 | — | 2,200 | ||||||||||
Deferred tax liabilities, net | 22,373 | (1,065 | ) | 21,308 | |||||||||
Total liabilities assumed | 62,589 | (1,065 | ) | 61,524 | |||||||||
Net assets acquired | $ | 205,204 | $ | — | $ | 205,204 | |||||||
The acquired intangible assets consisted of (1) FOLOTYN developed technology for its approved indications and (2) FOLOTYN distribution rights outside of the U.S. and Canada, as summarized below: | |||||||||||||
Fair Value of | |||||||||||||
Intangible | |||||||||||||
Assets | Amortization | ||||||||||||
Acquired | Period | ||||||||||||
Developed Technology — FOLOTYN® | $ | 118,400 | 14 years | ||||||||||
FOLOTYN® Ex-U.S. and Canada Distribution Rights | 27,900 | 10 years | |||||||||||
Total identifiable intangible assets | $ | 146,300 | |||||||||||
Included in amortization of purchased intangible assets in the accompanying consolidated statement of operations for the year ended December 31, 2012 is $3.0 million related to the amortization of these intangibles. | |||||||||||||
The fair value of the developed technology and license and distribution agreement intangible assets was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a single present amount (discounted). Our measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. | |||||||||||||
The goodwill recorded as part of the acquisition of Allos includes benefits that we believe will result from combining the operations of Allos with the operations of Spectrum and any intangible assets that do not qualify for separate recognition, as well as future, yet unidentified products. The Allos acquisition will also allow us to gain additional expertise and intellectual property for the next generation of anti-cancer therapeutics, an expanded and complimentary product mix, and an assembled sales force, which we believe supports the amount of goodwill recognized. Goodwill is not amortized and is not deductible for tax purposes. | |||||||||||||
The results of operations for the acquisition discussed above are included in the consolidated statements of operations from the acquisition date. The pro forma results of continuing operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the years presented or the results which may occur in the future. The following unaudited pro forma results of operations for year ended December 31, 2012, assume the Allos acquisition had occurred on January 1, 2012 and for the year ended December 31, 2011, assume the acquisition had occurred on January 1, 2011 ($ in 000’s): | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
(As Restated) | (As Restated) | ||||||||||||
(Unaudited) | |||||||||||||
Total revenues | $ | 299,116 | $ | 269,012 | |||||||||
Income from continuing operations | $ | 51,028 | $ | 14,745 | |||||||||
Net income | $ | 58,157 | $ | 5,474 | |||||||||
Basic net income per share | $ | 0.99 | $ | 0.1 | |||||||||
Diluted net income per share | $ | 0.9 | $ | 0.09 | |||||||||
With respect to the acquisition discussed above, we believe the fair values assigned to the assets acquired and liabilities assumed were based upon reasonable assumptions. Our allocations of the purchase price is largely dependent on discounted cash flow analyses of projects and products of Allos. We cannot provide assurance that the underlying assumptions used to forecast the cash flows or the timely and successful completion of such projects will materialize as we estimated. For these reasons, among others, our actual results may vary significantly from the estimated results. | |||||||||||||
Revenues and net income of Allos included in our consolidated statements of operations from the date of acquisition, September 5, 2012 to December 31, 2012, were $20.8 million and $5.9 million, respectively. |
Revolving_Line_of_Credit
Revolving Line of Credit | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Debt Disclosure [Abstract] | ' | ||||
Revolving Line of Credit | ' | ||||
4. Revolving Line of Credit | |||||
In connection with the Allos Acquisition, we entered into a credit agreement on September 5, 2012 or Credit Agreement, with Bank of America, N.A, as the administrative agent and Wells Fargo Bank, N.A, as an initial lender. The Credit Agreement provides us with a committed $75 million revolving line of credit facility, or Credit Facility. We may increase the Credit Facility up to $125 million, subject to meeting certain customary conditions and obtaining commitments for such increase from the lenders. The Credit Facility expires on September 5, 2014. | |||||
The Credit Facility bears interest at a rate equal to the London Interbank Offer Rate, or LIBOR rate, or the base rate, plus an applicable margin as selected by management (4.25% at December 31, 2012). The applicable margin is as follows: | |||||
• | if the consolidated leverage ratio as at the last test date is less than 0.5:1.0, 1.75% per annum (for LIBOR rate loans) or .75% (for base rate loans); | ||||
• | if the consolidated leverage ratio as at the last test date is greater than 0.5:1.0 but less than 1.0:1.0, 2.00% per annum (for LIBOR rate loans) or 1.00% (for base rate loans); and | ||||
• | if the consolidated leverage ratio as at the last test date is greater than 1.0:1.0, 2.25% per annum (for LIBOR rate loans) or 1.00% (for base rate loans). | ||||
The base rate is subject to a floor that is 100 basis points above the LIBOR rate. The LIBOR rate does not include a floor and, with respect to it, interest periods of 1, 2, 3 and 6 months may be selected. Related interest expense was $489,000 for the year ended December 31, 2012. | |||||
We incurred $976,000 in related loan costs and fees, which were deferred and will be amortized using the effective interest method over 24 months, the term of the Credit Facility. Amortization expense included in interest expense in the accompanying consolidated statements of income was $164,000 for the year ended December 31, 2012. | |||||
An unused line fee is payable quarterly in an amount ranging from 0.375 to 0.625% of the sum of the average daily unused portion of the facilities during any quarter based upon consolidated leverage ratio as at the last test date. A customary fee is also payable to the administrative agent on an annual basis in advance. | |||||
The direct and indirect domestic subsidiaries of the Company, including Allos, as a new wholly-owned subsidiary, guaranty the facility obligations. | |||||
The Credit Agreement includes the following quarterly financial covenants: | |||||
• | The Company may not permit the consolidated interest coverage ratio of the Company and its subsidiaries as of the end of any fiscal quarter to be less than 3.00 to 1.00; | ||||
• | The Company may not permit the consolidated leverage ratio at any time set forth below to be greater than the ratio set forth below opposite such period: | ||||
Measurement Period Ending | Maximum | ||||
Consolidated | |||||
Leverage Ratio | |||||
Closing Date through September 30, 2012 | 2.00 to 1.00 | ||||
December 31, 2012 and each fiscal quarter thereafter | 1.50 to 1.00 | ||||
• | The Company may not permit the ratio of (i) the sum of (A) unencumbered cash and cash equivalents of the Company and its subsidiaries on a consolidated basis, plus (B) net accounts receivable of the Company and its subsidiaries on a consolidated basis, to (ii) consolidated funded indebtedness as of the end of any fiscal quarter to be less than 2.00 to 1.00. | ||||
In addition, the Credit Agreement includes certain negative covenants that, subject to exceptions, limit our ability to, among other things incur additional indebtedness, engage in future mergers, consolidations, liquidations and dissolutions, sell assets, pay dividends and distributions on or repurchase capital stock, and enter into or amend other material agreements. The Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, which are set forth in more detail in the Credit Agreement. | |||||
On the closing date of September 5, 2012, we drew $50 million on the Credit Facility and used the proceeds to pay a portion of the purchase price for Allos (See Note 3). At December 31, 2012, $75 million was outstanding on the Credit Facility and there no amounts available to borrow. At December 31, 2012, we were in compliance with all financial covenants. | |||||
Additional revolving loans may be drawn and all revolving loans may be repaid and re-borrowed from time to time in an amount not to exceed the total commitment amount. Any such loan proceeds may be used for working capital and other general corporate purposes for us or our subsidiaries. The Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, which are set forth in more detail in the Credit Agreement. |
Commercial_and_Drug_Developmen
Commercial and Drug Development Drug Products | 12 Months Ended |
Dec. 31, 2012 | |
Text Block [Abstract] | ' |
Commercial and Drug Development Drug Products | ' |
5. Commercial and Drug Development Drug Products | |
We currently market three oncology products, FUSILEV, FOLOTYN and ZEVALIN,. In addition, we have several products in clinical development, primarily including apaziquone which has completed patient enrollment for two Phase 3 clinical trials for bladder cancer and belinostat is being studied under a Special Protocol Assessment, or SPA, in a Phase 2 trial for relapsed or refractory PTCL. The following is a brief description of our key products as of December 31, 2012. | |
FUSILEV for Injection: FUSILEV is the only commercially available drug containing only the pure active L-isomer of racemic (L and R forms) leucovorin. FUSILEV is currently indicated after high-dose methotrexate therapy in patients with osteosarcoma, and to diminish the toxicity and counteract the effects of impaired methotrexate elimination or inadvertent overdose of folic acid antagonists. | |
We commercially launched FUSILEV in August 2008 and recorded product sales, net in the accompanying statements of operations of approximately $204.3 million, $153.5 million, and $32.0 million from FUSILEV sales for the years ended December 31, 2012, 2011 and 2010 respectively. | |
In April 2006, we acquired all of the oncology drug assets of Targent, Inc. The principal asset in the transaction was a license agreement to market FUSILEV in the field of oncology in North America. We paid an up-front fee in common stock, with a fair market value of approximately $2.7 million. As part of the consideration for the purchase of these assets, we agreed to pay milestone payments to Targent upon the achievement of certain regulatory events as well as for certain sales levels for FUSILEV within a calendar year. In connection with the achievement of the FDA approval milestone in April 2011, we issued an aggregate amount of 733,715 shares of common stock to certain of Targent’s stockholders, as directed by Targent. We capitalized $6.3 million associated with this regulatory milestone as intangible assets during 2011 which is being amortized over the estimated useful life of 8.7 years. | |
In addition, in the event that aggregate net sales of FUSILEV, as defined in the Targent agreement, exceed $40 million and or $100 million during any calendar year, we are to pay to Targent $5 million in cash or the common stock equivalent thereof for each milestone. These milestone payments are in effect only with respect to the first calendar year in which aggregate net sales combined exceed such amount and not with respect to any subsequent calendar year in which aggregate net sales of the products combined exceed such amounts. In connection with the achievement of the first sales milestone of $40 million in May 2011 we issued 577,367 shares of common stock to certain of Targent’s stockholders, as directed by Targent. In September 2011, we achieved the second sales milestone of $100 million and paid $5 million in cash. The aggregate amount capitalized as intangible assets for these two sales milestones aggregated $10.4 million, which are being amortized over the estimated useful life of 8.6 years. Included in cost of products sales expense for the year ended December 30, 2011 is $1.0 million related to the amortization of these milestones. | |
As of December 31, 2012, we have met all of the contractual milestones related to FUSILEV. | |
In 2009 we recorded stock-based research and development charges of $185,000 which represents the fair market value of 125,000 shares of our common stock issued in March 2009 as milestone payments to Targent, LLC. | |
FOLOTYN (pralatrexate injection): In September 2012, we acquired FOLOTYN which is a folate analogue metabolic inhibitor designed to accumulate preferentially in cancer cells. Based on preclinical studies, we believe that FOLOTYN selectively enters cells expressing RFC, a protein that is frequently over expressed on cancer cells compared to normal cells. Once inside cancer cells, FOLOTYN is efficiently polyglutamylated, which makes it less susceptible to efflux-based drug resistance and leads to high intracellular drug retention compared to other antifolates. Inside the cell, FOLOTYN targets the inhibition of DHFR, an enzyme critical in the folate pathway, thereby interfering with DNA and RNA synthesis and triggering cancer cell death. During the period ended December 31, 2012, we recorded product sales, net of $20.8 million from sales of FOLOTYN. | |
ZEVALIN: ZEVALIN is a prescribed form of cancer therapy called radioimmunotherapy which combines a source of radiation, called a radioisotope, with an antibody. | |
During the year ended December 31, 2012, 2011 and 2010, we recorded product sales, net of $30.3, $27.6 million and, $29.0 million, respectively from sales of ZEVALIN. | |
In December 2008, we partnered with Cell Therapeutics, Inc., or CTI, to form a 50-50 owned joint venture, RIT Oncology, LLC, or RIT, to commercialize and develop ZEVALIN, a CD20-directed radiotherapeutic antibody, in the U.S. We paid $15 million for our 50% interest in RIT. Pursuant to provisions of the 2008 joint-venture agreement, in March 2009, we acquired the remaining 50% ownership of RIT for $16.5 million, resulting in RIT becoming our wholly-owned subsidiary. In April 2009, we disputed payment of an installment of $3.5 million of the $16.5 million, on the grounds that CTI’s unpaid liabilities pertaining to ZEVALIN, and CTI’s share of joint venture expenses equaled or exceeded the installment amount. In May 2009, we received an arbitration award of approximately $4.3 million. The entire $3.5 million was released to us and CTI additionally paid us approximately $0.8 million. The award was final, binding and non-appealable by either party. | |
The assets contributed by CTI to RIT were all of its interests in the ZEVALIN business, which included the U.S. development, sales and marketing rights to ZEVALIN as well as other assets acquired in the December 2007 agreement with Biogen. The assets acquired included the ZEVALIN FDA registration, FDA dossier, U.S. trademark, trade name and trade dress, customer list, certain patents and the assignment of numerous contracts. There was no continuity of physical facilities or personnel from the December 2007 transaction. The assets contributed by CTI to RIT also included the assets acquired in the June 2008 Access Agreement with Bayer Schering Pharma AG, which held the rights to ZEVALIN outside of the U.S. at that time. Under the Access Agreement, Bayer gave CTI access to data from Bayer’s Phase 3 first-line indolent trial of ZEVALIN. Finally, the assets contributed by CTI to RIT included CTI’s September 30, 2008 submission of the ZEVALIN supplemental Biologics License Application, or sBLA, for use in first-line consolidation therapy for patients with B-cell follicular NHL. The joint venture also assumed obligations of $2.2 million in current liabilities and certain contingent obligations. | |
In December 2008, the FDA had accepted for filing and review, and granted priority review status for a sBLA for the use of ZEVALIN as part of a first-line therapy for patients with previously untreated follicular non-Hodgkin’s lymphoma, or NHL. The sBLA application was approved by the FDA on September 3, 2009, which now allows the use of ZEVALIN for a substantially larger patient population. ZEVALIN is now FDA approved and marketed by Spectrum for treatment of patients with previously untreated follicular NHL who achieve a partial or complete response to chemotherapy and with relapsed or refractory, low-grade or follicular B-cell NHL, including patients who have rituximab-refractory follicular NHL. In connection with the FDA approval, we paid $8.5 million in milestone payments. In November 2009, the Centers for Medicare & Medicaid Services, or CMS finalized a policy to allow reimbursement for ZEVALIN®, in the Hospital Outpatient Prospective Payment System, based on the Average Sales Price methodology applicable to other injectable drugs and biologicals. This reimbursement methodology went into effect on January 1, 2010. | |
In November 2011, we received approval from the FDA to remove the pre-treatment biodistribution evaluation requirement, commonly referred to as the bioscan from the ZEVALIN administration procedures. | |
As of December 31, 2012, our agreements with ZEVALIN partners included potential future payments for regulatory milestones totaling approximately $15.0 million. | |
On April 1, 2012, through a subsidiary, Spectrum Pharmaceuticals Cayman, L.P., we completed the acquisition of licensing rights to market ZEVALIN outside of the U.S. (ZEVALIN Rights) from Bayer Pharma AG or Bayer. Pursuant to the terms of the agreement, Spectrum acquired all rights including marketing, selling, intellectual property and access to existing inventory of ZEVALIN from Bayer. The agreement expanded our commercial efforts to the rest of the world. ZEVALIN is currently approved in more than 40 countries outside the U.S. for the treatment of B-cell non-Hodgkin lymphoma, including countries in Europe, Latin America and Asia. Under the terms of the agreement, Spectrum obtained marketing rights, patents, and access to existing inventory of ZEVALIN from Bayer. In consideration for the rights granted under the agreement, concurrent with the closing, Spectrum paid Bayer a one-time fee of Euro 19 million or approximately USD $25.4 million and will pay Bayer royalties based on a percentage of net sales of the licensed products in all territories worldwide except the U.S. Under the agreement, we also acquired access to existing inventory of ZEVALIN. Concurrent with the closing, we entered into certain ancillary agreements including but not limited to a transition services agreement to transition the business. | |
Apaziquone: Apaziquone, a synthetic drug which is activated by certain enzymes present in higher amounts in cancer cells than in normal tissues, is currently being developed for non-muscle invasive bladder cancer. | |
In October 2008, we signed an exclusive development and commercialization collaboration agreement with Allergan for apaziquone. Under the terms of the agreement, Allergan paid us an up-front non-refundable $41.5 million at closing and will make additional payments of up to $302.5 million based on the achievement of certain development, regulatory and commercialization milestones. We retained exclusive rights to apaziquone in Asia, including Japan and China. Allergan received exclusive rights to apaziquone for the treatment of bladder cancer in the rest of the world, including the U.S., Canada and Europe. | |
Pursuant to our revenue recognition policy, we will recognize the up-front payment of $41.5 million over the period of the development work, estimated at 4 to 5 years. As of December 31, 2012, and 2011, we have classified $8.3 million of such amount recorded on the consolidated balance sheet as current portion of deferred revenue. | |
In December 2009, we completed enrollment of our two Phase 3 pivotal clinical trials enrolling more than 1,600 patients with non-muscle invasive bladder cancer. As per the collaboration agreement with Allergan, we recorded a $1.5 million milestone payment from Allergan. Such amount was received in January 2010. | |
On January 29, 2013, we entered into a second Amendment to the license, development, supply and distribution agreement with Allergan to reacquire the rights originally licensed to Allergan in the U.S. Europe and other territories in exchange for a tiered single digit royalty on certain products containing Apaziquone, and relieved Allergan of its obligations for development, commercialization and other activities. | |
In November 2009, we entered into a collaboration agreement with Nippon Kayaku for the development and commercialization of apaziquone in Asia, except North and South Korea, referred to as the Nippon Kayaku Territory. In exchange, Nippon Kayaku paid us an up-front payment of $15.0 million, which was received in January 2010, and agreed to make additional payments of up to $136.0 million based on the achievement of certain regulatory and commercialization milestones. Nippon Kayaku received exclusive rights to apaziquone for the treatment of non-muscle invasive bladder cancer in Asia (other than North and South Korea), including Japan and China. Under the terms of the Nippon Kayaku collaboration agreement, Nippon Kayaku will conduct the apaziquone clinical trials pursuant to a development plan. In addition, Nippon Kayaku will be responsible for all expenses relating to the development and commercialization of apaziquone in the Nippon Kayaku Territory. | |
Also in November 2009, we entered into collaboration agreement with Handok for the development and commercialization of apaziquone for the treatment of non-muscle invasive bladder cancer in North and South Korea. Under the terms of the Handok collaboration agreement, Handok paid us an up-front payment of $1.0 million, which was received in January 2010, and potential milestone payments totaling approximately $18.6 million. The potential milestones will be based on the achievement of certain regulatory and commercialization milestones. Additionally, Handok will conduct the apaziquone clinical trials pursuant to a development plan and will be responsible for all expenses relating to the development and commercialization of apaziquone in North and South Korea. | |
Belinostat: Belinostat is a histone deacytelase, or HDAC, inhibitor that is being studied in multiple clinical trials, both as a single drug and in combination with chemotherapeutic drugs for the treatment of various hematological and solid tumors. | |
In February 2010, we entered into a licensing and collaboration agreement with TopoTarget, for the development and commercialization of belinostat, pursuant to which TopoTarget and the Company agreed to a collaboration for the development and commercialization of belinostat. The agreement provides that we have the exclusive right to make, develop and commercialize belinostat in North America and India, with an option for China. The agreement also grants TopoTarget a co-promote option if and only if we do not maintain a minimum number (subject to adjustment for certain events outside of our control) of field personnel (as defined in the agreement) for a certain number of years post-approval of the PTCL indication. | |
In consideration for the rights granted to us under the license and collaboration agreement with TopoTarget, we paid TopoTarget an up-front fee of $30.0 million which is recorded as research and development expense in the accompanying consolidated financial statements. In addition, we will pay up to $313 million and one million shares of Spectrum common stock based on the achievement of certain development, regulatory and sales milestones, as well as certain royalties on net sales of belinostat. | |
Under the terms of the agreement, all development, including studies, will be conducted under a joint development plan and in accordance with a mutually agreed upon target product profile provided that we have final decision-making authority for all developmental activities in North America and India (and China upon exercise of the option for China) and TopoTarget has final decision-making authority for all developmental activities in all other jurisdictions. We will assume all responsibility for and future costs of the ongoing registrational PTCL trial while TopoTarget will assume all responsibility for and future costs of the ongoing Phase 2 CUP trial. We and TopoTarget will conduct future planned clinical trials pursuant to the joint development plan, of which we will fund 70% of the development costs and TopoTarget will fund 30% of the development costs. | |
Under the terms of the agreement, we will each pay 50% of the costs for chemical, pharmaceutical and other process development related to the manufacturing of the product that are incurred with a mutually agreed upon budget in the joint development plan. TopoTarget is responsible for supplying us with both clinical and commercial product. | |
As of December 31, 2012, we have potential future milestone payments of approximately $207.1 million for the achievement of development, regulatory and sales milestones in connection with certain collaboration agreements. Due to the challenges associated with developing and obtaining approval for pharmaceutical products, there is substantial uncertainty whether any of the future milestones will be achieved. We evaluate whether milestone payments are substantive based on the facts and circumstances associated with each milestone payment. | |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
6. Inventories | |||||||||
Inventories consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
($ in ‘000’s) | |||||||||
Raw materials | $ | 887 | $ | 1,213 | |||||
Work in process | 7,302 | 4,726 | |||||||
Finished goods | 6,289 | 4,823 | |||||||
$ | 14,478 | $ | 10,762 | ||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
7. Property and Equipment | |||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
($ in ‘000’s) | |||||||||
Computers and software | $ | 4,540 | $ | 1,656 | |||||
Lab and media equipment | 886 | 886 | |||||||
Office furniture and equipment | 1,492 | 899 | |||||||
Leasehold improvements | 2,799 | 2,798 | |||||||
Assets held under capital lease obligations | 146 | 146 | |||||||
9,863 | 6,385 | ||||||||
Less accumulated depreciation and amortization | (7,315 | ) | (3,704 | ) | |||||
$ | 2,548 | $ | 2,681 | ||||||
Included in accumulated depreciation and amortization is $29,000 and $117,000 of amortization related to assets held under capital lease obligations at December 31, 2012 and 2011, respectively. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||||||||||
8. Intangible Assets and Goodwill | |||||||||||||||||||||
Intangible assets consist of the following ($ in 000’s): | |||||||||||||||||||||
December 31, 2012 (As Restated) | |||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Weighted | |||||||||||||||||
Amount | Amortization | Currency | Amount | Average | |||||||||||||||||
Translation | Amortization | ||||||||||||||||||||
Period (years) | |||||||||||||||||||||
ZEVALIN intangibles — U.S. | $ | 41,900 | $ | (19,735 | ) | $ | — | $ | 22,165 | 10 | |||||||||||
ZEVALIN intangibles — Ex-U.S. | 23,490 | (2,192 | ) | (355 | ) | 20,943 | 10 | ||||||||||||||
FUSILEV intangibles | 16,778 | (2,980 | ) | — | 13,798 | 9 | |||||||||||||||
FOLOTYN Ex-U.S. and Canada distribution rights | 27,900 | (895 | ) | — | 27,005 | 10 | |||||||||||||||
FOLOTYN developed technology | 118,400 | (2,077 | ) | — | 116,323 | 14 | |||||||||||||||
Total intangible assets | $ | 228,468 | $ | (27,879 | ) | $ | (355 | ) | $ | 200,234 | |||||||||||
During the year ended December 31, 2012, ZEVALIN and FOLOTYN intangible amortization of $5.9 million and $3.0 million, respectively, is included in amortization of purchased intangibles. In addition, during the year ended December 31, 2012, $2.0 million is included in cost of product sales related to FUSILEV milestones. | |||||||||||||||||||||
December 31, 2011 | |||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Weighted | |||||||||||||||||
Amount | Amortization | Currency | Amount | Average | |||||||||||||||||
Translation | Amortization | ||||||||||||||||||||
Period (years) | |||||||||||||||||||||
FUSILEV intangibles | $ | 16,778 | (1,009 | ) | — | 15,769 | 8 | ||||||||||||||
ZEVALIN intangibles — US | 41,900 | $ | (16,015 | ) | $ | — | $ | 25,885 | 7 | ||||||||||||
Total intangible assets | $ | 58,678 | $ | (17,024 | ) | $ | — | $ | 41,654 | ||||||||||||
During the year ended December 31, 2011, ZEVALIN intangible amortization of $3.7 million is included in amortization of purchased intangibles. In addition, during the year ended December 31, 2011, $1.0 million is included in cost of goods sold related to FUSILEV Targent milestones achieved in 2011. | |||||||||||||||||||||
Future amortization of intangible assets is as follows ($ in 000’s): | |||||||||||||||||||||
Years Ending December 31 (As Restated) | |||||||||||||||||||||
2013 | 19,804 | ||||||||||||||||||||
2014 | 19,804 | ||||||||||||||||||||
2015 | 19,804 | ||||||||||||||||||||
2016 | 19,804 | ||||||||||||||||||||
Thereafter | 121,018 | ||||||||||||||||||||
$ | 200,234 | ||||||||||||||||||||
Goodwill | |||||||||||||||||||||
Changes in the carrying amount of goodwill through December 31, 2012 were as follows: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2012 | |||||||||||||||||||||
(As Restated) | |||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||
Balance at December 31, 2011 | $ | — | |||||||||||||||||||
Acquisition of ZEVALIN Rights | 2,525 | ||||||||||||||||||||
Acquisition of Allos | 4,791 | ||||||||||||||||||||
Foreign exchange translation effects | (37 | ) | |||||||||||||||||||
$ | 7,279 | ||||||||||||||||||||
Accounts_Payable_and_Other_Acc
Accounts Payable and Other Accrued Obligations | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accounts Payable and Other Accrued Obligations | ' | ||||||||
9. Accounts Payable and Other Accrued Obligations | |||||||||
Accounts payable and other accrued obligations consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
(As Restated) | (As Restated) | ||||||||
($ in ‘000’s) | |||||||||
Trade payables | $ | 30,814 | $ | 8,310 | |||||
Allowance for rebates | 11,023 | 8,114 | |||||||
Accrued product royalty | 12,275 | 11,003 | |||||||
Allowance for returns | 5,056 | 4,000 | |||||||
Accrued data and distribution fees | 8,449 | 5,866 | |||||||
Accrued GPO administrative fees | 2,650 | 2,562 | |||||||
Inventory management fee | 3,050 | 1,380 | |||||||
Accrued income taxes | 2,522 | 1,409 | |||||||
Allowance for chargebacks | 15,153 | 950 | |||||||
Other accrued obligations | 2,819 | 9,682 | |||||||
$ | 93,811 | $ | 53,276 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
10. Income Taxes | |||||||||||||
The components of income (loss) before provision for income taxes are as follows: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
United States | $ | 82,165 | $ | 53,834 | $ | (47,088 | ) | ||||||
Foreign | (2,235 | ) | (199 | ) | (19 | ) | |||||||
Total | $ | 79,930 | $ | 53,635 | $ | (47,107 | ) | ||||||
The provision/(benefit) for income taxes consist of the following: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 16,222 | $ | 1,255 | $ | (128 | ) | ||||||
State | 3,412 | 2,449 | 82 | ||||||||||
Foreign | — | — | 3 | ||||||||||
$ | 19,634 | $ | 3,704 | $ | (43 | ) | |||||||
Deferred: | |||||||||||||
Federal | (24,013 | ) | — | — | |||||||||
State | (9,892 | ) | — | — | |||||||||
Foreign | — | — | — | ||||||||||
Total | $ | (14,271 | ) | $ | 3,704 | $ | (43 | ) | |||||
The income tax provision/(benefit) differs from that computed using the federal statutory rate applied to income before taxes as follows: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Tax provision (benefit) computed at the federal statutory rate | $ | 27,975 | $ | 18,250 | $ | (16,035 | ) | ||||||
State tax, net of federal benefit | 2,442 | 2,918 | (1,993 | ) | |||||||||
Expired tax attributes | — | 385 | 32,236 | ||||||||||
Research credits | (2,129 | ) | (1,464 | ) | (406 | ) | |||||||
Benefits from credit study | (4,148 | ) | — | — | |||||||||
Common stock warrant liability | — | 1,186 | (928 | ) | |||||||||
Transaction costs | 1,497 | — | — | ||||||||||
Officers compensation | 2,908 | 3,801 | 572 | ||||||||||
Stock based compensation | 134 | 1,676 | 1,397 | ||||||||||
Permanent items and other | 2,111 | 2,039 | 976 | ||||||||||
Domestic manufacturing deduction | (1,262 | ) | — | — | |||||||||
Tax differential on foreign earnings | 382 | — | — | ||||||||||
Change in tax rate | 338 | — | — | ||||||||||
Valuation allowance | (44,519 | ) | (25,087 | ) | (15,862 | ) | |||||||
Income tax provision (benefit) | $ | (14,271 | ) | $ | 3,704 | $ | (43 | ) | |||||
The American Taxpayer Relief Act of 2012, which reinstated the United States federal research and development tax credit retroactively from January 1, 2012 through December 31, 2013, was not enacted into law until the first quarter of 2013. Therefore, the expected tax benefit resulting from such reinstatement for 2012 will not be reflected in our estimated annual effective tax rate until 2013. | |||||||||||||
Significant components of our deferred tax assets as of December 31, 2012 and 2011 are shown below. A valuation allowance has been recognized to offset the net deferred tax assets as realization of such deferred tax assets has not met the more likely than not threshold. | |||||||||||||
2012 | 2011 | ||||||||||||
(As Restated) | (As Restated) | ||||||||||||
($ in ‘000’s) | |||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carry forwards | $ | 45,391 | $ | 9,483 | |||||||||
Research credits | 1,155 | 7,766 | |||||||||||
Stock based compensation | 2,896 | 2,162 | |||||||||||
Deferred revenue | 4,596 | 9,329 | |||||||||||
Development costs | 5,298 | — | |||||||||||
Depreciation and amortization differences | — | 13,437 | |||||||||||
Returns and allowances | 7,889 | 1,877 | |||||||||||
Other, net | 6,021 | 3,262 | |||||||||||
Total deferred tax assets before valuation allowance | 73,246 | 47,316 | |||||||||||
Valuation allowance | (1,125 | ) | (45,644 | ) | |||||||||
Total deferred tax assets | 72,121 | 1,672 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization differences | (36,372 | ) | — | ||||||||||
Net deferred tax | $ | 35,749 | $ | 1,672 | |||||||||
At December 31, 2012 and 2011, we recorded a valuation allowance of $1.1 million and $45.6 million, respectively. The valuation allowance decreased by $44.5 million and $25.1 million during 2012 and 2011, respectively, as a result of operating income we recorded. | |||||||||||||
Based on our historical pre-tax earnings, we believe it is more likely than not that we will realize the benefit of the existing deferred tax assets at December 31, 2012. We believe the existing net deductible temporary differences will reverse during periods in which we generate net taxable income; however, there can be no assurance that we will generate any earnings or any specific level of continuing earnings in future years. Certain tax planning or other strategies could be implemented, if necessary, to supplement income from operations to fully realize recorded tax benefits. | |||||||||||||
At December 31, 2012, we had federal and state net operating loss carry forwards of approximately $117.4 million and $133.7 million, respectively. We have approximately $0.9 million of foreign loss carry forwards that began to expire in 2012. The federal and state loss carry forwards begin to expire in 2018 and 2016, respectively, unless previously utilized. At December 31, 2012, we had federal and state tax credits of approximately $1.0 million and $1.7 million, respectively. The federal tax credit carryovers begin to expire in 2021 unless previously utilized. The state research and development credits have an indefinite carryover period. As a result of the prior ownership changes, the utilization of certain net operating loss and research and development tax credit carryforwards including those acquired in connection with the acquisition of Allos are subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state provisions. Any net operating losses or credits that would expire unutilized as a result of Section 382 and 383 limitations have been removed from the table of deferred tax assets and the accompanying disclosures of net operating loss and research and development carryforwards. | |||||||||||||
Accounting guidance clarifies the accounting for uncertain tax positions and prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, the authoritative guidance addresses the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. Only tax positions that meet the more likely than not recognition threshold at the effective date may be recognized. | |||||||||||||
The following tabular reconciliation summarizes activity related to unrecognized tax benefits: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Balance at Beginning of year | $ | 3,928 | $ | 2,803 | $ | — | |||||||
Adjustments related to prior year tax positions | 665 | 5 | 1,704 | ||||||||||
Increases related to current year tax positions | 2,515 | 1,120 | 1,099 | ||||||||||
Decreases due to settlements | (434 | ) | — | — | |||||||||
Decreases related to prior year tax positions | (1,192 | ) | — | — | |||||||||
Balance at end of year | $ | 5,482 | $ | 3,928 | $ | 2,803 | |||||||
During 2012, we continue to believe that our tax positions meet the more likely than not standard required under the recognition phase of the authoritative guidance. However, we consider the amounts and probabilities of the outcomes that can be realized upon ultimate settlement with the tax authorities and determined unrecognized tax benefits primarily related to credits should be established as noted in the summary rollforward above. | |||||||||||||
Approximately $5.3 million, $169,000 and $42,000 of the total unrecognized tax benefits as of December 31, 2012, 2011 and 2010, respectively, would reduce our annual effective tax rate if recognized. Additional amounts in the summary rollforward could impact our effective tax rate if we did not maintain a full valuation allowance on our net deferred tax assets. | |||||||||||||
We do not expect our unrecognized tax benefits to change significantly over the next 12 months. With a few exceptions, we are no longer subject to U.S. federal, state and local income tax examinations for years before 2008. Our policy is to recognize interest and/or penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations and are not material. | |||||||||||||
The internal revenue service is currently examining our 2010 tax return. No material issues have been identified to date. | |||||||||||||
On November 1, 2010 we received notice that we were awarded grants totaling $978,000 under the Qualifying Therapeutic Discovery Project, or QTDP, program administered under Section 48D of the Internal Revenue Code, of which we recorded $978,000 in December 2010 as other income in the consolidated financial statements. The QTDP tax credit is provided under new Section 48D of the Internal Revenue Code, enacted as part of the Patient Protection and Affordable Care Act of 2010 (P.L. 111-148). |
Mundipharma_Agreements
Mundipharma Agreements | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Text Block [Abstract] | ' | ||||
Mundipharma Agreements | ' | ||||
11. Mundipharma Agreements | |||||
As the result of Allos becoming our wholly owned subsidiary effective September 5, 2012, on a consolidated basis assumed obligations under a strategic collaboration agreement with Mundipharma, or the Mundipharma Collaboration Agreement, pursuant to which we agree to collaborate in the development of FOLOTYN according to a mutually agreed-upon development plan, as updated by the parties from time to time. Under the Mundipharma Collaboration Agreement, we retain full commercialization rights for FOLOTYN in the United States and Canada with Mundipharma having exclusive rights to commercialize FOLOTYN in all other countries in the world, or the Mundipharma territories. Pursuant to the terms of the agreement, we may receive potential regulatory milestone payments of up to $11.5 million and commercial progress- and sales-dependent milestone payments of up to $289.0 million. All of the remaining potential milestone payments are not deemed to be substantive for accounting purposes and will be recognized when the appropriate revenue recognition criteria have been met. We are also entitled to receive tiered double-digit royalties based on net sales of FOLOTYN within Mundipharma’s licensed territories. | |||||
In connection with the Mundipharma Collaboration Agreement, on a consolidated basis, we are also bound by a separate supply agreement with Mundipharma Medical Company, an affiliate of Mundipharma, pursuant to which we have agreed to supply FOLOTYN for use in clinical trials for which Mundipharma bears operational responsibility and to support Mundipharma’s commercial requirements. We refer to this as the Mundipharma Supply Agreement, and we refer to the Mundipharma Supply Agreement and the Mundipharma Collaboration Agreement together as the Mundipharma Agreements. | |||||
As part of the Mundipharma Agreements, we are obligated to perform research and development services related to jointly agreed-upon clinical development activities through approximately 2022, with cost sharing as discussed below. The related deferred development cost of $12.3 million was recorded as its fair value as of September 5, 2012, using the discounted cash flow method of the income approach. The assumptions included internal estimates of research and development personnel needed to perform the research and development services; and estimates of expected cash outflows to third parties for services and supplies over the expected period that the services will be performed, approximately through 2022 for the research and development obligations. We will reevaluate the measurement of this liability at each subsequent reporting date. The change in measurement will be recorded to research and development expense. | |||||
Under the Mundipharma Collaboration Agreement, Mundipharma is initially responsible for 40% of the joint development costs incurred by the parties, which increases to 50% upon the later of (i) the calendar quarter of the first approval of FOLOTYN in the EU for relapsed or refractory PTCL or first-line PTCL, and (ii) the first calendar quarter in which the development cost differential equals or exceeds $15.0 million. The “development cost differential” is defined as the cumulative amount of joint development costs that Mundipharma would have incurred if it was responsible for 50% of the joint development costs rather than its initial 40% share. To the extent that this development cost differential does not meet or exceed $15.0 million by December 31, 2019, then we are required to pay Mundipharma the difference between $15.0 million and the amount of the development cost differential as of December 31, 2019. We record the joint development cost reimbursements received from Mundipharma as research and development in the statement of operations; and we record the full amount of our joint development costs as research and development expense. Research and development for the year ended December 31, 2012 includes $407,000 related to the 40% joint development cost reimbursement under the Mundipharma Agreements. | |||||
As of December 31, 2012, the development cost differential was $712,000 and our contingent payment obligation related to the development cost differential was approximately $14.3 million. As part of the purchase accounting for the Allos Acquisition discussed in Note 3, we recorded this liability at its fair value of $2.2 million as deferred payment contingency on the consolidated balance sheet which was revalued to $2.3 million at December 31, 2012. We will reevaluate the measurement of this liability at each subsequent reporting date. The change in measurement will be recorded to research and development expense. | |||||
We will perform the research and development services under the Mundipharma Collaboration Agreement over the period required to complete the jointly agreed-upon clinical development activities, which we estimate to be approximately through 2022 based on our projected clinical trial enrollment and patient treatment-related follow up time periods, with no general right of return. | |||||
As of December 31, 2012, accounts receivable related to the Mundipharma Agreements totaled $325,000. As of December 31, 2012, deferred amounts related to the Mundipharma Agreements consisted of ($ in 000’s): | |||||
December 31, | |||||
2012 | |||||
Deferred development cost liability, current portion | $ | 856 | |||
Deferred development cost liability, less current portion | $ | 11,377 | |||
Deferred payment contingency | 2,287 | ||||
$ | 14,520 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
12. Commitments and Contingencies | |||||
Facility and Equipment Leases | |||||
We sublease our principal executive office in Henderson, Nevada under a non cancelable operating lease expiring April 30, 2014. We also lease our research and development facility in Irvine, California under a non cancelable operating lease expiring June 30, 2016. Each lease agreement contains certain scheduled rent increases which are accounted for on a straight-line basis. | |||||
As part of our Irvine facility lease renewal in 2009, the landlord agreed to contribute up to approximately $1.5 million toward the cost of tenant improvements. The tenant improvements were completed in 2010 at an aggregate cost of approximately $1.4 million, of which, $451,000 is being financed. This landlord contribution is being amortized on a straight-line basis over the term of the lease as a reduction to rent expense. We also lease small administrative offices in Colorado, New Jersey, Westlake Village, Tokyo, Japan and Mumbai, India. | |||||
We have acquired certain furniture, fixtures and equipment under capital leases that are payable in various scheduled monthly installments through December 2012. | |||||
Future minimum lease payments are as follows: | |||||
Year ending December 31, | Operating Leases | ||||
($ in ‘000’s) | |||||
2013 | $ | 1,044 | |||
2014 | 845 | ||||
2015 | 799 | ||||
2016 | 374 | ||||
$ | 3,062 | ||||
Rent expense for the years ended December 31, 2012, 2011 and 2010 was approximately $875,000, $601,000, and $640,000, respectively. | |||||
Licensing Agreements | |||||
We are developing almost all of our drug candidates pursuant to license agreements that provide us with rights in certain territories, among other things, to develop, sublicense, manufacture and sell the drugs. We are generally required to use commercially reasonable efforts to develop the drugs, and are generally responsible for all development, patent filing and maintenance, sales and marketing and liability insurance costs, and are generally contingently obligated to make milestone payments to the licensors if we successfully reach development and regulatory milestones specified in the license agreements. In addition, we are obligated to pay royalties and, in some cases, milestone payments based on net sales, if any, after marketing approval is obtained from regulatory authorities. | |||||
The potential contingent development and regulatory milestone obligations under all of our licensing agreements are generally tied to progress through the various regulatory authorities’ approval process, which approval significantly depends on positive clinical trial results. The following items are typical of such milestone events: conclusion of Phase 2 or commencement of Phase 3 clinical trials; filing of new drug applications in each of the United States, Europe and Japan; and approvals from each of the regulatory agencies in those jurisdictions. | |||||
ZEVALIN licensing and development in the United States | |||||
In December 2008, we acquired rights to commercialize and develop ZEVALIN in the United States as the result of a transaction with Cell Therapeutics , Inc. (“CTI”). Pursuant to the transfer of the ZEVALIN assets from CTI to to a joint venture, RIT Oncology LLC (“RIT”), in December 2008, RIT assumed certain agreements with various third parties related to ZEVALIN intellectual property. These currently effective agreements relate to the manufacture, use and sale of ZEVALIN in the United States and include (i) a license from Biogen, (ii) a license-back to Biogen Idec, Inc. (“Biogen”) for limited uses including fulfillment of a supply obligation to CTI, (iii) a sublicense from Biogen to certain ZEVALIN patents held by Genentech, Inc., (iv) a sublicense from Biogen to certain ZEVALIN patents held by GlaxoSmithKline and Glaxo Group Limited, and (v) a sublicense from Biogen to certain ZEVALIN patents held by Corixa Corporation, Coulter Pharmaceutical, Inc., The Regents of the University of Michigan and GlaxoSmithKline. | |||||
In accordance with the terms of such agreements, RIT is required to meet specified payment obligations including a commercial milestone payment to Corixa Corporation of $5.0 million based on ZEVALIN sales in the United States, which has not been met, as well as U.S. net sales-based royalties of low to mid-single digits to Genentech, Inc. and mid-single digits to Corixa Corporation. Such agreements generally continue until the last to expire of the licensed patents unless earlier terminated in accordance with the terms of the agreement for bankruptcy or material breaches that remain uncured. The patents that are subject to the agreements expire between 2014 and 2019. | |||||
Asset Purchase Agreement between CTI and Biogen, ZEVALIN U.S. | |||||
In connection with the joint venture arrangement with CTI, we entered into an amendment to the original asset purchase agreement between CTI and Biogen, referred to as the CTI/Biogen Agreement, modifying future milestone payments. Pursuant to the terms of the agreement, as amended, (i) upon the achievement of the specified FDA approval milestone, which was achieved in 2009, RIT (as successor to CTI) paid Biogen an additional amount of $5.5 million, (ii) RIT may be required to make an additional $10.0 million milestone payment upon the achievement of an additional FDA approval milestone, and (iii) RIT is required to make yearly royalty payments determined as a mid-single to mid-teen digits percentage of yearly net sales for the preceding year, increasing with the passage of time, with specific rates subject to confidential treatment pursuant to an order by the SEC. The agreement has an indefinite term and is no longer subject to termination; provided, however, that the royalty obligations automatically terminate upon the latest to occur of expiration of the subject patents, the sale by a third party of a biosimilar product in the U.S. or December 31, 2015. CTI’s rights and obligations, including its payment obligations to Biogen, including royalties on net sales of ZEVALIN and an additional regulatory milestone payment, under both the CTI/Biogen Agreement and the amendment were assigned to and assumed by RIT in connection with the closing of the joint venture transaction. | |||||
Supply Agreement between Biogen and CTI, ZEVALIN U.S. | |||||
In connection with the joint venture arrangement with CTI, we entered into an amendment to the original supply agreement between Biogen and CTI, referred to as the CTI/Biogen Supply Agreement, modifying certain of the pricing and manufacturing technology transfer terms contained in the CTI/Biogen Supply Agreement and also providing that the term of the agreement may be shortened in some instances in the event of a mid-term manufacturing technology transfer. Pursuant to the terms of this agreement, as amended, we are required to purchase from Biogen certain kits to make single doses as part of one treatment to a patient, of either (i) Indium-111 Ibritumomab Tiuxetan (In-111 ZEVALIN) or (ii) Yttrium-90 Ibritumomab Tiuxetan (Y-90 ZEVALIN) or packages containing one dose of each for sale to end-users in the U.S. at a “cost plus” manufacturing price, with specific rates subject to confidential treatment pursuant to an order by the SEC. There are no milestone or royalty payments required pursuant to this agreement. The term of the agreement is until a manufacturing technology transfer occurs. Either party may generally terminate this agreement due to a bankruptcy of the other party or due to such other party’s material noncompliance with the agreement or certain other related agreements. CTI’s rights and obligations, including its payment obligations to Biogen, under both the CTI/Biogen Supply Agreement and the amendment were assigned to and assumed by RIT in connection with the closing of the joint venture transaction. | |||||
License and Asset Purchase Agreement with Bayer Pharma, ZEVALIN U.S. | |||||
On April 1, 2012, through a subsidiary, Spectrum Pharmaceuticals Cayman, L.P., we completed the acquisition of licensing rights to market ZEVALIN outside of the U.S., referred to as the ZEVALIN Ex-US Rights, from Bayer Pharma AG, or Bayer. Pursuant to the terms of the agreement, Spectrum acquired all rights including marketing, selling, intellectual property and access to existing inventory of ZEVALIN from Bayer. We currently market ZEVALIN in the U.S. and this agreement expands our commercial efforts to the rest of the world. ZEVALIN is currently approved in more than 40 countries outside the U.S. for the treatment of B-cell non-Hodgkin lymphoma, including countries in Europe, Latin America and Asia. In consideration for the rights granted under the agreement, concurrent with the closing, Spectrum paid Bayer a one-time fee of Euro 19 million or US $25.4 million and will pay Bayer royalties based on a mid-teen digits percentage of net sales of the licensed products in all territories worldwide except the U.S., with specific rates subject to confidential treatment pursuant to an order by the SEC. Under the agreement, we also acquired access to existing inventory of ZEVALIN and concurrent with the closing, entered into certain ancillary agreements including but not limited to a transition services agreement to transition the business. Unless earlier terminated, the term of the agreement continues until the expiration of our royalty payment obligations which, in turn, run until the last-to-expire patent covering the sale of a licensed product in the relevant country or fifteen (15) years from the date of first commercial sale of the licensed product in such country, whichever is longer. This agreement may be terminated in the event of a material default, which is defined to include: (i) our failure to timely pay royalty payments under this agreement or payments under certain related agreements; (ii) our insolvency; and (iii) our breach and the resulting termination of an Amended and Restated License Agreement between Biogen and Bayer, dated as of January 16, 2012. | |||||
Amended and Restated License Agreement with Merck & Cie AG, FUSILEV. | |||||
In May 2006, we amended and restated a license agreement with Merck & Cie AG, a Swiss corporation, which we assumed in connection with the acquisition of the assets of Targent. Pursuant to the license agreement with Merck & Cie, we obtained the exclusive license to use regulatory filings related to FUSILEV and a non-exclusive license under certain patents and know-how related to FUSILEV to develop, make, and have made, use, sell and have sold FUSILEV in the field of oncology in North America. In addition, we have the right of first opportunity to negotiate an exclusive license to manufacture, have manufactured, use and sell FUSILEV products outside the field of oncology in North America. Also, under the terms of the license agreement, we paid Merck & Cie $100,000 for the achievement of FDA approval of an injectable form of FUSILEV. Merck & Cie is also eligible to receive a $200,000 payment upon achievement of FDA approval of an oral form of FUSILEV, in addition to royalties in the mid-single digits based on a percentage of net sales. The term of the license agreement is determined on a product-by-product and country-by-country basis until royalties are no longer owed under the license agreement. The license agreement expires in its entirety after the date that we no longer owe any royalties to Merck & Cie. We have the unilateral right to terminate the license agreement, in its entirety or on a product-by-product or country-by-country basis, at any time for any reason and either party may terminate the license agreement due to material breach of the terms of the license agreement by or insolvency of the other party. | |||||
Asset Purchase Agreement with Targent, Inc. | |||||
In March 2006, we entered into an Asset Purchase Agreement with Targent, Inc. (“Targent”). As part of the consideration for the purchase of certain assets, we agreed to pay milestone payments to Targent upon the achievement of certain regulatory events as well as for certain sales levels for FUSILEV within a calendar year. In connection with the achievement of the FDA approval milestone in April 2011, we issued an aggregate of 733,715 shares of common stock to certain of Targent’s stockholders, as directed by Targent. We capitalized $6.3 million associated with this milestone as intangible assets during the three months ended September 30, 2011 which is being amortized over the estimated useful life of 8.7 years. | |||||
In addition, in connection with the achievement of the first sales milestone of $40 million in May 2011 we issued 577,367 shares of common stock to certain of Targent’s stockholders(which was equivalent value to approximately $5 million in cash), as directed by Targent. In September 2011, we achieved the second and final sales milestone of $100 million and paid $5 million in cash for an aggregate with the first sales milestone of $10.0 million. We capitalized the $10.0 million associated with these milestones as intangible assets. These intangible assets are being amortized over the estimated useful life of 8.6 years. As of December 2011, we have met all of the contractual milestones related to FUSILEV. | |||||
License Agreement with Sloan-Kettering Institute, SRI International and Southern Research Institute, FOLOTYN | |||||
In December 2002, Allos entered into the FOLOTYN License Agreement with Sloan-Kettering Institute for Cancer Research, SRI International and Southern Research Institute. As a result of Allos becoming our wholly owned subsidiary effective September 5, 2012, on a consolidated basis we are bound by the FOLOTYN License Agreement under which we obtained exclusive worldwide rights to a portfolio of patents and patent applications related to FOLOTYN and its uses. Under the terms of the FOLOTYN License Agreement, we are required to fund all development programs and will have sole responsibility for all commercialization activities. In addition, we pay the licensors royalties based on worldwide graduated annual levels of net sales of FOLOTYN, net of actual rebates, chargebacks and returns, or distributor sales, which may be different than our net product revenue recognized in accordance with U.S. generally accepted accounting principles, or GAAP, or sublicense revenues arising from sublicensing the product, if and when such sales or sublicenses occur. For purposes of the FOLOTYN License Agreement, annual worldwide sales consists of our distributor sales and annual net sales of FOLOTYN in the Mundipharma Territories, as reported to us under the Mundipharma Collaboration Agreement, if and when such sales occur in the Mundipharma Territories. Royalties are 8% of annual worldwide sales up to $150.0 million; 9% of annual worldwide sales of $150.0 million through $300.0 million; and 11% of annual worldwide sales in excess of $300.0 million. For the year ended December 31, 2012, our royalties were 8% of our net distributor sales. As of December 31, 2012, accrued royalties were $1.2 million and are included in accounts payable and accrued obligations on the consolidated balance sheet. | |||||
Exclusive Development and Commercialization Collaboration Agreement with Allergan | |||||
In October 2008, we signed an exclusive development and commercialization collaboration agreement with Allergan for apaziquone. Pursuant to the terms of the agreement, Allergan paid us an up-front non-refundable $41.5 million at closing and is obligated to make additional payments based on the achievement of certain development, regulatory and commercialization milestones. Under the terms of the original agreement, we were entitled to payment of $57.5 million and $245 million upon achievement of certain regulatory and commercialization milestones, respectively, of which $1.5 million has been achieved following completion of enrollment in clinical trials, per the terms of the license, development, supply and distribution agreement. Also, Allergan agreed to pay us tiered royalties starting in the mid-teens based on a percentage of net sales of apaziquone outside of the U.S. and Asia, which specific rates are subject to confidential treatment pursuant to an order by the SEC. | |||||
On January 29, 2013, we entered into a second Amendment to the license, development, supply and distribution agreement with Allergan to reacquire the rights originally licensed to Allergan in the U.S. Europe and other territories in exchange for a tiered single digit royalty on certain products containing Apaziquone, and relieved Allergan of its obligations for development, commercialization and other activities. | |||||
Collaboration Agreement with Nippon Kayaku Co. LTD., apaziquone | |||||
In November 2009, we entered into a collaboration agreement with Nippon Kayaku Co., LTD. (“Nippon Kayaku”) for the development and commercialization of apaziquone in Asia, except North and South Korea (the “Nippon Kayaku Territory”). In addition, Nippon Kayaku received exclusive rights to apaziquone for the treatment of non muscle invasive bladder cancer in Asia (other than North and South Korea), including Japan and China. Nippon Kayaku will conduct apaziquone clinical trials in the Nippon Kayaku Territory pursuant to a development plan. Further, Nippon Kayaku will be responsible for all expenses relating to the development and commercialization of apaziquone in the Nippon Kayaku Territory. | |||||
Pursuant to the terms of this agreement, Nippon Kayaku paid Spectrum an upfront fee of $15 million and is obligated to make additional payments based on the achievement of certain development, regulatory and commercialization milestones. Under the terms of the agreement, we are entitled to payment of $10 million and $126 million upon achievement of certain regulatory and commercialization milestones, respectively. Also, Nippon Kayaku has agreed to pay Spectrum royalties based on a percentage of net sales of the subject products in the defined territory in the mid-teen digits, which specific royalty rates are subject to confidential treatment pursuant to an order by the SEC. The agreement will remain in effect, on a country-by-country basis, until the expiration of the obligation of Nippon Kayaku to pay royalties on sales of the subject products in such country. Nippon Kayaku may terminate the agreement at its election upon nine months notice to Spectrum. Additionally, either party may terminate the agreement for an uncured material breach by the other party. | |||||
Our license agreement with Nippon Kayaku provides for payments to us upon the achievement of development milestones, such as the completion of clinical trials or regulatory submissions, approvals by health authorities, and commercial launches of drug candidates. Given the challenges inherent in developing and obtaining approval for drug products and in achieving commercial launches, there was substantial uncertainty whether any such milestones would be achieved at the time of execution of such license agreement. In addition, we continue to evaluate whether the development milestones, none of which have been achieved to date, meet the remaining criteria to be considered substantive. As a result of our analysis, we consider our development milestones under the Nippon Kayaku license agreement to be substantive and, accordingly, we expect to recognize as revenue future payments received from such milestones only if and as each milestone is achieved. | |||||
Licensing and Collaboration Agreement with TopoTarget, belinostat | |||||
In February 2010, we entered into a licensing and collaboration agreement with TopoTarget, for the development and commercialization of belinostat, pursuant to which we agreed to collaboration for the development and commercialization of belinostat. The agreement provides that we have the exclusive right to make, develop and commercialize belinostat in North America and India, with an option for China. The agreement also grants TopoTarget a co-promote option if and only if we do not maintain a minimum number (subject to adjustment for certain events outside of our control) of field personnel (as defined in the agreement) for a certain number of years post-approval of the PTCL indication. | |||||
Under the terms of the agreement, all development, including studies, will be conducted under a joint development plan and in accordance with a mutually agreed upon target product profile provided that we have final decision-making authority for all developmental activities in North America and India (and China upon exercise of the option for China) and TopoTarget has final decision-making authority for all developmental activities in all other jurisdictions. We have agreed to assume all responsibility for and future costs of the ongoing registrational PTCL trial. We and TopoTarget will conduct future planned clinical trials pursuant to the joint development plan, of which we will fund 70% of the development costs and TopoTarget will fund 30% of the development costs. We and TopoTarget will each pay 50% of the costs for chemical, pharmaceutical and other process development related to the manufacturing of the product that are incurred with a mutually agreed upon budget in the joint development plan. TopoTarget is responsible for supplying us with both clinical and commercial product. | |||||
Pursuant to the terms of this agreement, Spectrum paid TopoTarget an upfront fee of $30 million. In addition, on the successful achievement of certain development, regulatory and sales milestones, none of which have been achieved to date, Spectrum is obligated to issue one million (1,000,000) shares of its common stock (subject to certain resale conditions) and pay TopoTarget up to $313 million. Also, Spectrum will pay TopoTarget royalties in the mid-teen digits based on net sales of the subject product in the defined territory, which specific royalty rates are subject to confidential treatment pursuant to an order by the SEC. None of such royalties have been earned or paid since inception of the agreement. | |||||
The agreement will continue until the expiration of the last royalty payment period in the last country in the defined territory with certain provisions surviving, unless earlier terminated in accordance with its terms. Spectrum may terminate the agreement at its election upon one hundred eighty (180) days notice to TopoTarget. Generally, Spectrum may also terminate immediately upon a prohibition on the use of the subject product or clinical hold by the FDA. TopoTarget may also terminate immediately in the event of a challenge (without TopoTarget’s consent) by Spectrum of the patents that cover the product. Either party may terminate the agreement upon a bankruptcy by the other party, or in the event of an uncured material breach by the other party. | |||||
Co-Development and Commercialization Agreement with Hanmi Pharmaceutical Company, SPI-2012 | |||||
In late January 2012, we entered into a co-development and commercialization agreement with Hanmi Pharmaceutical Company, (“Hanmi”), for SPI-2012, formerly known as “LAPS-GCSF”, a drug for the treatment of chemotherapy induced neutropenia based on Hanmi’s proprietary LAPSCOVERY™ Technology. In consideration for the rights granted to us under the co-development and commercialization agreement with Hanmi, we paid Hanmi a fee which is included in research and development expense in the accompanying consolidated financial statements because the technology has not yet achieved regulatory approval. We expect to initiate Phase 2 trials in collaboration with Hanmi in 2012. Under the terms of the agreement, we will share the costs and expenses of the study although we will have primary responsibility for them. If SPI-2012 is ultimately commercialized by us, we will have worldwide rights except for Korea, China and Japan upon payment of fees and milestone payments related to further development, regulatory approvals and sales targets. | |||||
Service Agreements | |||||
In connection with the research and development of our drug products, we have entered into contracts with numerous third party service providers, such as radio-pharmacies, distributors, clinical trial centers, clinical research organizations, data monitoring centers, and with drug formulation, development and testing laboratories. The financial terms of these agreements are varied and generally obligate us to pay in stages, depending on achievement of certain events specified in the agreements, such as contract execution, reservation of service or production capacity, actual performance of service, or the successful accrual and dosing of patients. | |||||
At each period end, we accrue for all costs of goods and services received, with such accruals based on factors such as estimates of work performed, patient enrollment, completion of patient studies and other events. We are in a position to accelerate, slow-down or discontinue any or all of the projects that we are working on at any given point in time. Should we decide to discontinue and/or slow-down the work on any project, the associated costs for those projects would be limited to the extent of the work completed. Generally, we are able to terminate these contracts due to the discontinuance of the related project(s) and thus avoid paying for the services that have not yet been rendered and our future purchase obligations would reduce accordingly. | |||||
Supply Agreements | |||||
In connection with our acquisition of ZEVALIN, RIT assumed a supply agreement with Biogen Idec Inc., or Biogen, to manufacture ZEVALIN for sale in the U.S. pursuant to which we would purchase from Biogen, and Biogen would provide to us, kits to make ZEVALIN doses for sale to end-users in the U.S. at a “cost plus” manufacturing price. | |||||
Employment Agreements | |||||
We have entered into an employment agreement with Dr. Rajesh C. Shrotriya, our President and Chief Executive Officer, which expires January 2, 2014. The employment agreement automatically renews for subsequent one-year calendar term unless either party gives written notice of such party’s intent not to renew the agreement at least 90 days prior to the commencement of the new term. The employment agreement requires Dr. Shrotriya to devote his full working time and effort to our business and affairs during the term of the agreement. The employment agreement provides for a minimum annual base salary with annual increases, periodic bonuses and option grants as determined by the Compensation Committee of our Board of Directors. | |||||
We have also entered into an employment agreement with Joseph Keller, our Executive Vice President and Chief Operating Officer, dated August 28, 2012. Pursuant to the terms of the agreement, Mr. Keller’s employment is “at-will,” for no specified term, and may be terminated by Mr. Keller or Spectrum at any time for any reason or for no reason. The employment agreement requires Mr. Keller to devote his full working time and effort to Spectrum’s business and affairs during the term of the agreement. The employment agreement provides for an annual base salary of $525,000, an annual bonus of up to 50% of his base salary, and certain equity awards. Additionally, the employment agreement provides Mr. Keller with reimbursement of up to $3,500 per month for reasonable and necessary travel and temporary living expenses during his relocation period (up to six months) and a one-time relocation bonus of $30,000. | |||||
Litigation | |||||
We are involved with various legal matters arising in the ordinary course of our business that are complex in nature and have outcomes that are difficult to predict. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are reviewed at least quarterly and adjusted to reflect the impact of any settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. Although the ultimate resolution of these various matters cannot be determined at this time, we do not believe that such matters, individually or in the aggregate, will have a material adverse effect on our consolidated results of operations, cash flows or financial condition. | |||||
FUSILEV ANDA Litigation | |||||
On January 20, 2012 and February 17, 2012, respectively, we filed suit against Sandoz Inc. and Innopharma Inc, respectively following Paragraph IV certifications in connection with their filing separate Abbreviated New Drug Applications or ANDAs, to manufacture a generic version of FUSILEV. We filed the lawsuits in the U.S. District Court, for the Districts of Nevada and Delaware and seeking to enjoin the approval of their ANDAs plus recovery of our fees and costs incurred in such matters. While we believe our patent rights are strong, the ultimate outcome of these cases is uncertain. | |||||
AMAG Merger Transaction Class Action Lawsuits | |||||
On July 19, 2011, Allos entered into an Agreement and Plan of Merger and Reorganization, or AMAG Merger Agreement, with AMAG Pharmaceuticals, Inc., or AMAG, and Alamo Acquisition Sub, Inc., as amended on August 8, 2011. On October 21, 2011, the AMAG Merger Agreement was terminated. In July 2011, two lawsuits were filed in the Delaware Court of Chancery relating to the proposed merger between Allos and AMAG, which two cases were later consolidated as In Re Allos Therapeutics, Inc. Shareholders Litigation, Consolidated C.A. No. 6714-VCN. Following announcement of the proposed merger between Allos and Spectrum, the consolidated case became one of the Allos Transaction Class Action Lawsuits discussed below and part of the settlement memorialized in the memorandum of understanding dated May 7, 2012. On February 11, 2013, as part of the consolidated settlement of the cases discussed below, the AMAG litigation was settled and dismissed | |||||
Allos Transaction Class Action Lawsuits | |||||
On April 9, 2012, a putative class action lawsuit captioned Radmore, et al. v. Allos Therapeutics, Inc., et al., No. 1:12-cv-00948-PAB, was filed in the United States District Court for the District of Colorado, or the Radmore Complaint. The Radmore Complaint named as defendants Allos Therapeutics, the members of the Allos board of directors, as well as Spectrum. The plaintiffs alleged that Allos directors breached their fiduciary duties to their stockholders in connection with the proposed merger between Allos and Spectrum, and were aided and abetted by Allos and Spectrum. The Radmore Complaint alleged that the Merger involves an unfair price, an inadequate sales process, unreasonable deal protection devices, and that the defendants entered into the transaction to benefit themselves personally. The Radmore Complaint sought injunctive relief, including to enjoin the Merger, attorneys’ and other fees and costs, and other relief. On April 12, 2012, a putative class action lawsuit captioned Keucher v. Berns, et al., C.A. No. 7419, was filed in the Delaware Court of Chancery, alleging similar violations. On April 20, 2012, an Amended Class Action Complaint was filed in the Delaware Court of Chancery in the matter captioned Keucher v. Berns, et al., C.A. No. 7419-VCN, adding allegations that the Solicitation/Recommendation Statement on Schedule 14D-9, or the Schedule 14D-9, filed by us with the SEC on April 13, 2012, contains inadequate, incomplete and/or misleading disclosures. | |||||
On May 7, 2012, the parties to all three actions executed a memorandum of understanding (“MOU”) containing the terms for an agreement-in-principle to resolve all litigation. The MOU provided that the defendants would agree to make certain supplemental disclosures in an amended Schedule 14D-9 and that the parties would use their best efforts to agree upon, enter, and present to the Delaware Chancery court a formal stipulation of settlement. The MOU provides for an award to plaintiffs’ counsel of $850,000 for their fees and expenses but did not include any payment to stockholders. The parties completed confirmatory discovery on July 18, 2012 and filed a stipulation and agreement of compromise and settlement in the Delaware court on November 8, 2012. On February 11, 2013, the Delaware court approved the settlement, including the payment of $850,000 to counsel for the stockholders, entered final judgment and dismissed the cases. |
Stockholders_Equity
Stockholder's Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Stockholder's Equity | ' | ||||||||||||||||||||
13. Stockholder’s Equity | |||||||||||||||||||||
Authorized Stock | |||||||||||||||||||||
On July 6, 2006, our stockholders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of our common stock from 50,000,000 shares to 100,000,000 shares. The amendment was filed with the Delaware Secretary of State on July 7, 2006. Further, on December 13, 2010, we filed the Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock with the Delaware Secretary of State which authorized 1,500,000 shares to be designated as Series B Junior Participating Preferred Stock. On June 13, 2011, our stockholders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 shares to 175,000,000 shares. The amendment was filed with the Delaware Secretary of State on June 24, 2011. As of December 31, 2012, we also had 5,000,000 shares of preferred stock authorized, of which 1,500,000 shares were designated as Series B Junior Participating Preferred Stock and 2,000 shares were designated as Series E Voting Convertible Preferred Stock. | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Stockholder Rights Agreement | |||||||||||||||||||||
In December 2000, we adopted a stockholder rights agreement pursuant to which we distributed rights to purchase units of our Series B Junior Participating Preferred Stock (“Series B Preferred Stock”). On November 29, 2010 our Board of Directors approved a replacement rights agreement, effective December 13, 2010, that replaced the stockholder rights agreement which was originally was adopted in 2000 and expired on December 13, 2010. The new replacement rights agreement will extend until December 13, 2020 the framework of the expired rights plan. A stockholder rights agreement is designed to deter coercive, unfair, or inadequate takeovers and other abusive tactics that might be used in an attempt to gain control of Spectrum Pharmaceuticals without paying all stockholders a fair price for their shares. A stockholder rights agreement will not prevent takeovers at a full and fair price, but rather is designed to deter coercive takeover tactics and to encourage anyone attempting to acquire Spectrum Pharmaceuticals to first negotiate with the Board of Directors. | |||||||||||||||||||||
Under the terms of the new stockholder rights plan, the rights become exercisable upon the earlier of ten days after a person or group of affiliated or associated persons has acquired 15% or more of the outstanding shares of our common stock or ten business days after a tender offer has commenced that would result in a person or group beneficially owning 15% or more of our outstanding common stock. These rights could delay or discourage someone from acquiring our business, even if doing so would benefit our stockholders. We currently have no stockholders who own 15% or more of the outstanding shares of our common stock. Five days after the rights become exercisable, each right, other than rights held by the person or group of affiliated persons whose acquisition of more than 15% of our outstanding common stock caused the rights to become exercisable, will entitle its holder to buy, in lieu of shares of Series B Preferred Stock, a number of shares of our common stock having a market value of twice the exercise price of the rights. After the rights become exercisable, if we are a party to certain merger or business combination transactions or transfers 50% or more of our assets or earnings power (as defined), each right will entitle its holder to buy a number of shares of common stock of the acquiring or surviving entity having a market value of twice the exercise price of the right. | |||||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||
In September 2003, we received gross cash proceeds of $20,000,000 in exchange for the issuance of 2,000 shares of our Series E Convertible Voting Preferred Stock, or the Series E Preferred Stock, convertible into 4,000,000 shares of common stock, and warrants, exercisable for five years, to purchase up to a total of 2,800,000 shares of our common stock at an exercise price of $6.50 per share. As of December 31, 2012 and 2011, 20 and 26 shares of Series E Preferred Stock, convertible into 40,000 and 52,000 shares of common stock, respectively, and none of the related warrants, were outstanding. No dividends are payable on the Series E Preferred Stock. Pursuant to certain provisions of the Certificate of Designation, Rights and Preferences of the Series E Preferred Stock, we have the option to redeem all of the unconverted Series E Preferred Stock outstanding at the end of a 20-day trading period if, among other things, in that period our common stock trades above $12.00 per share. | |||||||||||||||||||||
In the event we are the subject of any voluntary or involuntary liquidation, dissolution or winding up, before any distribution of our assets shall be made to the common stockholders, the holders of the Series E Preferred Stock shall be entitled to receive a liquidation preference in an amount equal to 120% of the stated value per share plus any declared and unpaid dividends thereon. | |||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||
On August 10, 2012, our Board of Directors authorized the repurchase of up to $100 million of our outstanding common stock through August 1, 2013. The previous authorization was for up to $25 million and covered the period through December 31, 2012. During the year ended December 31, 2012, we repurchased 740,000 shares of our common stock for a purchase price of $9.1 million bringing the aggregate purchases to date to $12.0 million or 1,103,055 shares. There were no repurchases of our common stock during the year ended December 31, 2011. In August and December 2012, we retired 1,093,055 and 10,000 shares of treasury stock, respectively. At December 31, 2012, all treasury shares were retired. | |||||||||||||||||||||
Other Equity Transactions | |||||||||||||||||||||
Pursuant to the terms of the April 2006 asset purchase agreement with Targent, LLC, upon achievement of certain regulatory and sales milestones Targent is eligible to receive payments in the form of shares of our common stock and/or cash. At our option, cash payments specified in the agreement may be paid in shares of our common stock having a value determined as provided in the asset purchase agreement, equal to the cash payment amount. During the three years ended December 31, 2012, we issued shares of common stock, for achievement of certain regulatory and sales achievement milestones, as follows. The fair value of the stock issued in March 2009 was recorded as stock-based research and development expense for the period in which the milestone was achieved. The fair value of the stock issued in 2011 is capitalized as an intangible asset on the accompanying consolidated balance sheet and is being amortized over the estimated useful life. | |||||||||||||||||||||
• | June to July 2011: 733,715 shares with a fair value of approximately $6,409,000. | ||||||||||||||||||||
• | August 2011: 577,367 shares with a fair value of approximately $5,370,000. | ||||||||||||||||||||
In August 2009, we acquired 100% of the rights to RenaZorb® and Renalin®, lanthanum-based nanotechnology compounds with potent and selective phosphate binding properties, for all uses pursuant to an amended and restated agreement that we entered into with Altair Nanomaterials, Inc. and Altair Nanotechnologies. In 2005, we had acquired the worldwide license from Altair to develop and commercialize Altair’s lanthanum-based nanotechnology compounds and related technology for all human therapeutic uses. The August 2009 acquisition expanded the worldwide, exclusive license to include all uses. In conjunction with the expanded license, Altair assigned all intellectual property associated with RenaZorb® (associated with human uses), Renalin® (associated with animal or veterinarian use), its lanthanum-based nanotechnology and all of its other life sciences research and development to us. In consideration, we issued 113,809 shares of our common stock, with a then fair value of approximately $750,000. | |||||||||||||||||||||
In July 2010, we issued 425,000 shares of our common stock in exchange for certain intellectual property and drug assets. The fair market value of the stock, approximately $1.7 million, was charged to research and development during the third quarter of 2010. In December 2010, we issued 326,956 shares of our common stock in exchange for intellectual property and drug assets. The fair market value of the stock, approximately $1.4 million, was charged to research and development during the fourth quarter of 2010. | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
On December 11, 2012, we announced that our Board of Directors declared a special dividend of $0.15 per share of our common stock payable on December 28, 2012 to our stockholders of record at the close of business on December 20, 2012. Such amount aggregated $9.0 million. Future special cash dividends will be at the discretion of the Board of Directors. | |||||||||||||||||||||
Common Stock Reserved for Future Issuance | |||||||||||||||||||||
As of December 31, 2012, approximately 15.8 million shares of common stock were issuable upon conversion or exercise of rights granted under prior financing arrangements, stock options and warrants, as follows: | |||||||||||||||||||||
Conversion of Series E preferred shares | 40,000 | ||||||||||||||||||||
Exercise of stock options | 10,399,265 | ||||||||||||||||||||
Exercise of warrants | 395,000 | ||||||||||||||||||||
Employee stock purchase plan shares reserved for issuance | 4,611,095 | ||||||||||||||||||||
Long-term retention and management incentive plan shares reserved for issuance | 346,500 | ||||||||||||||||||||
Total shares of common stock reserved for future issuances | 15,791,860 | ||||||||||||||||||||
Warrant Activity | |||||||||||||||||||||
We typically issue warrants to purchase shares of our common stock to investors as part of a financing transaction or in connection with services rendered by placement agents and consultants. Our outstanding warrants expire on varying dates through December 2015. A summary of warrant activity is as follows: | |||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||
Shares | Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding — December 31, 2009 | 11,028,919 | $ | 6.52 | ||||||||||||||||||
Issued | 275,000 | 5.59 | |||||||||||||||||||
Repurchased | (180,000 | ) | 5.16 | ||||||||||||||||||
Expired | (6,931,607 | ) | 6.55 | ||||||||||||||||||
Outstanding — December 31, 2010 | 4,192,312 | 6.45 | |||||||||||||||||||
Exercised | (3,747,312 | ) | 6.62 | ||||||||||||||||||
Outstanding — December 31, 2011 | 445,000 | 5.04 | |||||||||||||||||||
Exercised | (50,000 | ) | 1.79 | ||||||||||||||||||
Outstanding — December 31, 2012 | 395,000 | $ | 5.45 | ||||||||||||||||||
Exercisable — December 31, 2012 | 395,000 | $ | 5.45 | ||||||||||||||||||
The following table summarizes information with respect to warrants outstanding and exercisable at December 31, 2012: | |||||||||||||||||||||
Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$2.51 – 5.00 | 75,000 | 2.5 | $ | 3.82 | 75,000 | $ | 3.82 | ||||||||||||||
$5.01 – 6.00 | 120,000 | 0.7 | $ | 5.13 | 120,000 | $ | 5.13 | ||||||||||||||
$6.01 – 7.00 | 200,000 | 3 | $ | 6.26 | 200,000 | $ | 6.26 | ||||||||||||||
395,000 | 395,000 | ||||||||||||||||||||
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||||||
14. Share-Based Compensation | |||||||||||||||||||||
Stock Options | |||||||||||||||||||||
We have three stock incentive plans: the 1997 Stock Incentive Plan, or the 1997 Plan, the 2003 Amended and Restated Incentive Award Plan, or the 2003 Plan and the 2009 Incentive Award Plan, or the 2009 Plan which was approved by our stockholders in June 2009 (collectively, the “Plans”). The 2003 Plan authorizes the grant of incentive awards, including stock options, for the purchase of up to a total of 10,000,000 shares. Subsequent to the adoption of the 2009 Plan, no new options have been granted pursuant the 2003 Plan or 1997 Plan. The Board and the stockholders approved 10,000,000 shares of common stock available for issuance under the 2009 Plan. Beginning on January 1, 2010, and each January 1st thereafter, the number of shares of common stock available for issuance under the 2009 Plan shall increase by the greater of (i) 2,500,000 and (ii) a number of shares such that the total number of shares of common stock available for issuance under the Plan shall equal 30% of the then number of shares of common stock issued and outstanding. As of December 31, 2012, approximately 7.0 million incentive awards were available for grant under the 2009 Plan. | |||||||||||||||||||||
During each of the three years in the period ended December 31, 2012, we granted stock options at exercise prices equal to or greater than the quoted market price of our common stock on the grant date. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Expected life (years) | 4.5 | 4.93 | 4.93 | ||||||||||||||||||
Risk-free interest rate | 0.34% – 0.51% | 0.82% – 2.4% | 1.04 – 2.75% | ||||||||||||||||||
Volatility | 64.2% – 73.6% | 55.80% | 70.70% | ||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||
The expected option life assumption is estimated based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options. The expected volatility is based on the historical volatility of our stock commensurate with the expected life of the stock-based award. We do not anticipate paying dividends on the common stock in the foreseeable future. | |||||||||||||||||||||
We recognize shared-based compensation cost over the vesting period using the straight-line single option method. Share-based compensation expense is recognized only for those awards that are ultimately expected to vest. An estimated forfeiture rate has been applied to unvested awards for the purpose of calculating compensation cost. Forfeitures were estimated based on historical experience. These estimates are revised, if necessary, in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation cost in the period in which the change in estimate occurs. | |||||||||||||||||||||
A summary of stock option activity is as follows: | |||||||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||||||
Exercise | Remaining | Value (1) | |||||||||||||||||||
Price/Share | Contractual | ||||||||||||||||||||
Term (Years) | |||||||||||||||||||||
Outstanding — December 31, 2009 | 7,945,245 | 4.04 | |||||||||||||||||||
Granted (weighted-average fair value of $2.87 per share) | 3,350,070 | 4.26 | |||||||||||||||||||
Exercised | (1,135,340 | ) | 3.21 | ||||||||||||||||||
Forfeited | (1,347,786 | ) | 4.04 | ||||||||||||||||||
Cancelled | (415,095 | ) | 5.45 | ||||||||||||||||||
Outstanding — December 31, 2010 | 8,397,094 | 4.17 | |||||||||||||||||||
Granted (weighted-average fair value of $2.65 per share) | 3,622,150 | 7.92 | |||||||||||||||||||
Exercised | (1,126,257 | ) | 4.07 | ||||||||||||||||||
Forfeited | (547,479 | ) | 4.81 | ||||||||||||||||||
Expired | (159,987 | ) | 5.17 | ||||||||||||||||||
Outstanding — December 31, 2011 | 10,185,521 | $ | 5.46 | ||||||||||||||||||
Granted (weighted-average fair value of $6.20 per share) | 1,821,915 | 11.57 | |||||||||||||||||||
Exercised | (1,287,430 | ) | 4.52 | ||||||||||||||||||
Forfeited | (316,825 | ) | 7.93 | ||||||||||||||||||
Expired | (3,916 | ) | 7.69 | ||||||||||||||||||
Outstanding — December 31, 2012 | 10,399,265 | $ | 6.57 | 7.2 | $ | 48,875,253 | |||||||||||||||
Vested (exercisable) — December 31, 2012 | 6,718,117 | $ | 5.34 | 6.3 | $ | 39,409,542 | |||||||||||||||
Unvested (unexercisable) — December 31, 2012 | 3,681,148 | $ | 8.82 | 8.8 | $ | 9,465,711 | |||||||||||||||
-1 | Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of the common stock on December 31, 2012, which was $11.19 per share. | ||||||||||||||||||||
The following table summarizes information with respect to stock options outstanding and exercisable at December 31, 2012: | |||||||||||||||||||||
Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$0.92 – 3.15 | 1,463,108 | 4.8 | $ | 2.14 | 1,459,594 | $ | 2.14 | ||||||||||||||
$3.55 – 4.95 | 2,317,175 | 6.4 | $ | 4.29 | 1,743,145 | $ | 4.31 | ||||||||||||||
$5.05 – 6.90 | 3,000,125 | 6.5 | $ | 6.27 | 2,321,076 | $ | 6.12 | ||||||||||||||
$7.00 – 8.99 | 1,656,963 | 8.4 | $ | 8.28 | 838,432 | $ | 8.29 | ||||||||||||||
$9.00 – 16.32 | 1,961,894 | 9.8 | $ | 11.59 | 355,870 | $ | 11.4 | ||||||||||||||
10,399,265 | 6,718,117 | ||||||||||||||||||||
As of December 31, 2012, there was unrecognized compensation expense of $12.7 million related to unvested stock options, which we expect to recognize over a weighted average period of 2.3 years. | |||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||
A summary of restricted stock activity is as follows: | |||||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||||
Restricted | Grant Date | ||||||||||||||||||||
Shares | Fair Value | ||||||||||||||||||||
Non-vested — December 31, 2009 | 353,125 | 2.32 | |||||||||||||||||||
Granted | 390,000 | 4.48 | |||||||||||||||||||
Vested | (261,500 | ) | 3.58 | ||||||||||||||||||
Forfeited | (122,125 | ) | 1.87 | ||||||||||||||||||
Non-vested — December 31, 2010 | 359,500 | 3.96 | |||||||||||||||||||
Granted | 1,781,000 | 12.48 | |||||||||||||||||||
Vested | (1,104,025 | ) | 12.33 | ||||||||||||||||||
Forfeited | (83,950 | ) | 4.78 | ||||||||||||||||||
Non-vested — December 31, 2011 | 952,525 | 10.11 | |||||||||||||||||||
Granted | 586,639 | 11.76 | |||||||||||||||||||
Vested | (472,160 | ) | 10.26 | ||||||||||||||||||
Forfeited | (32,400 | ) | 9.57 | ||||||||||||||||||
Non-vested — December 31, 2012 | 1,034,604 | $ | 11 | ||||||||||||||||||
The fair value of restricted stock awards is the quoted market price of our stock on the grant date, and is charged to expense over the period of vesting. These awards are subject to forfeiture to the extent that the recipient’s service is terminated prior to the shares becoming vested. | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Stock-based charge in connection with the expensing of restricted stock awards | $ | 6.5 million | $ | 4.1 million | $ | 974,000 | |||||||||||||||
As of December 31, 2012, there was approximately $7.4 million of unrecognized stock-based compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a weighted average period of 2.42 years. | |||||||||||||||||||||
401(k) Plan Matching Contribution | |||||||||||||||||||||
We issued shares of common stock as a 401(k) match of employee contribution as follows: | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Shares of common stock issued | 56,254 | 65,889 | 136,121 | ||||||||||||||||||
Match contribution value | $ | 691,000 | $ | 593,000 | $ | 598,000 | |||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||
Effective July 2009, we adopted the 2009 Employee Stock Purchase Plan, or Purchase Plan. The Purchase Plan provides our eligible employees with an incentive by providing a method whereby they may voluntarily purchase shares of our common stock upon terms described in the Purchase Plan. The Purchase Plan is designed to be operated on the basis of six consecutive month offering periods commencing January 1 and July 1 of each year. The Purchase Plan provides that eligible employees may authorize payroll deductions to purchase shares of our common stock at 85% of the fair market value of common stock on the first or last day of the applicable purchase period. A participant may purchase a maximum of 50,000 shares of common stock during a six-month offering period, not to exceed $25,000 worth of stock on the offering date during each plan year. The Purchase Plan terminates in 2019. | |||||||||||||||||||||
A total of 5,000,000 shares of common stock are authorized for issuance under the Purchase Plan, and as of December 31, 2012, 388,905 shares have been issued under the Purchase Plan. Beginning on January 1, 2010, and each January 1st thereafter, the number of shares of common stock available for issuance under the Purchase Plan shall increase by an amount equal to the lesser of (i) 1,000,000 shares or (ii) an amount determined by the Purchase Plan Administrator. However, in no event shall the number of shares of common stock available for future sale under the Purchase Plan exceed 10,000,000 shares, subject to capitalization adjustments occurring due to dividends, splits, dissolution, liquidation, mergers, or changes in control. | |||||||||||||||||||||
The Purchase Plan replaces our 2001 Employee Stock Purchase Program, which was terminated by the Board effective June 26, 2009. Total Purchase Plan stock based compensation expense for the years ended December 31, 2012, 2011 and 2010 was 233,000, $249,000 and $230,000, respectively. |
Longterm_Retention_and_Managem
Long-term Retention and Management Incentive Plan | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||
Long-term Retention and Management Incentive Plan | ' | ||||
15. Long-term Retention and Management Incentive Plan | |||||
Effective April 22, 2011, our Board of Directors adopted a Long-Term Retention and Management Incentive Plan referred to as the Incentive Plan to provide equity and cash incentives for our principal executive officer, principal financial officer and certain other named executive officers. The Incentive Plan rewards long-term corporate performance, with a goal of helping to align the total compensation of the participants with the interests of our stockholders. The Incentive Plan provides that, upon the occurrence of certain events, defined as a $750 million referred to as the Initial Capitalization Target and/or $1 billion market capitalization target referred to as the Subsequent Capitalization Target, each participant will be entitled to receive stock awards under our 2009 Incentive Award Plan, as amended, and cash awards upon a change in control. The Incentive Plan will terminate on April 22, 2016, the fifth anniversary of its effective date. The number of shares available for issuance under the Incentive Plan will not exceed 1,039,500 shares. | |||||
The fair value of each stock award under the Incentive Plan was estimated on the date of the grant using the Monte Carlo valuation model and assumed that the Initial Capitalization Target will be achieved at 13 months and the Subsequent Capitalization Target will be achieved at 20 months (collectively referred to as the “Service Life”), from the effective date. The key inputs used to estimate the awards’ fair value include the following: | |||||
Term of Incentive Plan | 5 Years | ||||
Estimated trading days from grant to end of market condition period | 1,260 | ||||
Average stock price on date of grant | $ | 9.29 | |||
Number of common shares outstanding proximate to grant date | 52,041,781 | ||||
Maximum number of options expected to exercise during term | 8,397,094 | ||||
Expected annual stock volatility | 65 | % | |||
Expected return on common equity | 15 | % | |||
The fair value of these equity awards was determined to be approximately $8.1 million and will be amortized over the respective Service Life. Included in selling, general and administrative expense was $631,000 and $7.5 million of compensation expense for the year ended December 31, 2012 and 2011, respectively. | |||||
On December 23, 2011, we achieved the Initial Capitalization Target which resulted in stock awards under the Plan as follows: (A) Rajesh C. Shrotriya, M.D., our Chief Executive Officer, was awarded 520,000 shares of our common stock, and (B) each of James E. Shields, our former Chief Commercial Officer, and Brett L. Scott, our Acting Chief Financial Officer, were awarded 86,500 shares of our common stock. The shares of stock were issued under our 2009 Incentive Award Plan, as amended. In connection with the issuance of the common stock, we repurchased 266,438 shares aggregating $4.0 million to satisfy minimum tax withholdings which were simultaneously retired. At December 31, 2012, no amounts remained outstanding. |
Deferred_Compensation_Plan
Deferred Compensation Plan | 12 Months Ended |
Dec. 31, 2012 | |
Text Block [Abstract] | ' |
Deferred Compensation Plan | ' |
16. Deferred Compensation Plan | |
On September 2, 2011, the Board of Directors approved the Spectrum Pharmaceuticals, Inc. Deferred Compensation Plan or the Plan. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. The Plan will be administered by our Compensation Committee or a designee or designees of the Compensation Committee. The Plan is intended to be an unfunded plan which is maintained primarily to provide deferred compensation benefits for a select group of our employees including management, as selected by the Plan administrator referred to as the Participants. Under the Plan, we will provide the Participants with the opportunity to make annual elections to defer up to a specified amount or percentage of their eligible cash compensation, as established by the Plan administrator, and we have the option to make discretionary contributions. During the year ended December 31, 2012 and 2011, our match on the contributions of our employees was approximately $545,000 and $475,000, respectively. |
Gross_to_Net_Product_Sales
Gross to Net Product Sales | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Gross to Net Product Sales | ' | ||||||||||||
17. Gross to Net Product Sales | |||||||||||||
A reconciliation of gross to net product sales for the years ended December 31, 2012, 2011 and 2010 is as follows: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
($ in ‘000’s) | |||||||||||||
Gross product sales | $ | 383,817 | $ | 220,670 | $ | 83,598 | |||||||
Government rebates, commercial rebates and chargebacks | (91,059 | ) | (22,190 | ) | (15,490 | ) | |||||||
Data, distribution and GPO fees | (32,793 | ) | (11,637 | ) | (1,650 | ) | |||||||
Prompt pay discount | (4,814 | ) | (4,086 | ) | (1,448 | ) | |||||||
Product returns allowance | (159 | ) | (2,094 | ) | (4,089 | ) | |||||||
Product sales, net | $ | 254,992 | $ | 180,663 | $ | 60,921 | |||||||
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Data | ' | ||||||||||||||||
18. Quarterly Financial Data (Unaudited) | |||||||||||||||||
As discussed in Note 1A, we have identified certain accounting errors that affected consolidated financial statement amounts that were previously presented within our earlier filed Form 10-Qs and Form 10-Ks. The quarterly financial data in 2012 and 2011, as originally reported (“As Reported”), and as restated to correct these errors (“As Restated”), is presented below. | |||||||||||||||||
A summary of quarterly financial data (As Reported) (unaudited) is as follows ($ in 000’s except per share data): | |||||||||||||||||
Quarter Ended (As Reported) | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenues | $ | 59,859 | $ | 68,702 | $ | 69,042 | $ | 70,104 | |||||||||
Operating income | $ | 23,103 | $ | 22,562 | $ | 22,756 | $ | 11,403 | |||||||||
Net income | $ | 46,542 | $ | 18,070 | $ | 21,312 | $ | 8,621 | |||||||||
Net income per share, basic | $ | 0.8 | $ | 0.31 | $ | 0.36 | $ | 0.15 | |||||||||
Net income per share, diluted | $ | 0.71 | $ | 0.29 | $ | 0.33 | $ | 0.13 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||
Total revenues | $ | 43,598 | $ | 45,362 | $ | 51,024 | $ | 52,979 | |||||||||
Operating income | $ | 17,507 | $ | 9,917 | $ | 18,050 | $ | 9,658 | |||||||||
Net income | $ | 12,777 | $ | 7,204 | $ | 20,255 | $ | 8,281 | |||||||||
Net income per share, basic | $ | 0.25 | $ | 0.14 | $ | 0.38 | $ | 0.15 | |||||||||
Net income per share, diluted | $ | 0.23 | $ | 0.12 | $ | 0.34 | $ | 0.13 | |||||||||
Earnings per basic and diluted shares are computed independently for each of the quarters presented based on basic and diluted shares outstanding per quarter and, therefore, may not sum to the totals for the year. | |||||||||||||||||
A summary of quarterly financial data (As Restated) (unaudited) is as follows ($ in 000’s except per share data): | |||||||||||||||||
Quarter Ended (As Restated) | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenues | $ | 59,859 | $ | 68,702 | $ | 69,042 | $ | 70,104 | |||||||||
Operating income | $ | 23,596 | $ | 23,028 | $ | 23,109 | $ | 11,041 | |||||||||
Net income | $ | 46,838 | $ | 18,350 | $ | 21,524 | $ | 7,489 | |||||||||
Net income per share, basic | $ | 0.8 | $ | 0.31 | $ | 0.37 | $ | 0.13 | |||||||||
Net income per share, diluted | $ | 0.72 | $ | 0.29 | $ | 0.33 | $ | 0.12 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||
Total revenues | $ | 43,598 | $ | 45,362 | $ | 51,024 | $ | 52,979 | |||||||||
Operating income | $ | 17,825 | $ | 10,141 | $ | 18,363 | $ | 10,217 | |||||||||
Net income | $ | 13,095 | $ | 7,428 | $ | 20,568 | $ | 8,840 | |||||||||
Net income per share, basic | $ | 0.26 | $ | 0.14 | $ | 0.38 | $ | 0.16 | |||||||||
Net income per share, diluted | $ | 0.24 | $ | 0.13 | $ | 0.35 | $ | 0.15 | |||||||||
Earnings per basic and diluted shares are computed independently for each of the quarters presented based on basic and diluted shares outstanding per quarter and, therefore, may not sum to the totals for the year. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. | |||||||||||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||||||||||
The consolidated financial statements include the accounts for Spectrum Pharmaceuticals, Inc., our wholly-owned subsidiaries, and joint ventures that we control, or variable interests for which we are determined to be the primary beneficiary. We evaluate the need to consolidate joint ventures in accordance with authoritative guidance. Investments by outside parties in our consolidated entities are recorded as non-controlling interest in our consolidated financial statements, and stated net after allocation of income and losses in the entity. | |||||||||||||||||||||||||||||
As of December 31, 2012, we had seven consolidated subsidiaries: Allos Therapeutics, Inc., a wholly owned subsidiary acquired in 2012, Allos Therapeutics Ltd. a wholly-owned subsidiary of Allos and formed in England and Wales (inactive), Spectrum Pharmaceuticals Cayman 99% owned, Spectrum Pharmaceuticals International Holdings LLC wholly-owned and organized in Delaware in 2012, OncoRx Pharma Private Limited or OncoRx, wholly-owned and organized in Mumbai, India in 2008; RIT Oncology, LLC, or RIT, wholly-owned since March 15, 2009 and organized in Delaware in October 2008; and a consolidated joint venture, Spectrum Pharma Canada, organized in Quebec, Canada in January 2008. We have eliminated all significant intercompany balances and transactions among the consolidated entities from the consolidated financial statements. | |||||||||||||||||||||||||||||
Variable Interest Entity | ' | ||||||||||||||||||||||||||||
Variable Interest Entity | |||||||||||||||||||||||||||||
Our Canadian affiliate, Spectrum Pharma Canada, is owned 50% by us and was organized in Quebec, Canada in January 2008. We fund 100% of the expenditures and, as a result we are the party with the controlling financial interest. We are the primary beneficiary of Spectrum Pharma Canada, which is determined to be a variable interest entity. As a result of this characterization, it is consolidated in our financial statements as though it is a wholly-owned subsidiary. | |||||||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent obligations in the consolidated financial statements and accompanying notes. The estimation process requires assumptions to be made by management about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from those estimates. | |||||||||||||||||||||||||||||
Segment and Geographic Information | ' | ||||||||||||||||||||||||||||
Segment and Geographic Information | |||||||||||||||||||||||||||||
We operate in one reportable segment: acquiring, developing and commercializing prescription drug products. Accordingly, we report the accompanying consolidated financial statements in the aggregate, including all of our activities in one reportable segment. Foreign operations were not significant for any of the periods presented herein. | |||||||||||||||||||||||||||||
Cash, Equivalents and Marketable Securities | ' | ||||||||||||||||||||||||||||
Cash, Equivalents and Marketable Securities | |||||||||||||||||||||||||||||
We consider cash and investments with financial institutions with maturities of three months or less when purchased that can be liquidated without prior notice or penalty, to be cash and equivalents. Marketable securities have maturities from three months to one year when purchased and are classified as available-for-sale. As of December 31, 2012, marketable securities are valued at fair value, which approximates cost due to their short-term maturities. | |||||||||||||||||||||||||||||
As of December 31, 2012, we held substantially all of our cash, equivalents and marketable securities at major financial institutions, which must invest our funds in accordance with our investment policy with the principal objectives of such policy being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. Our investment policy also requires that investments in marketable securities be in only highly rated instruments, which are primarily US treasury bills or US treasury backed securities, with limitations on investing in securities of any single issuer. We maintain cash balances in excess of federally insured limits in reputable financial institutions. To a limited degree, the Federal Deposit Insurance Corporation and third parties insure these investments. However, these investments are not insured against the possibility of a complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. We manage such risks on our portfolio by investing in highly liquid, highly rated instruments and limit investing in long-term maturity instruments. | |||||||||||||||||||||||||||||
Cash, equivalents and marketable securities, including long term bank certificates of deposits, and investments totaled $145.5 million and $170.6 million as of December 31, 2012 and 2011, respectively. Long term bank certificates of deposit include a $250,000 restricted certificate of deposit that collateralizes tenant improvement obligations to the lessor of our principal offices. The following is a summary of such investments (in 000’s): | |||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash | Marketable Security | ||||||||||||||||||||||||
Cost | Unrealized | Unrealized | fair | ||||||||||||||||||||||||||
Gains | Losses | Value | Current | Long | |||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | $ | 139,698 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | 987 | — | — | 987 | — | 987 | — | ||||||||||||||||||||||
Money market currency funds | 2,323 | — | — | 2,323 | — | 2,323 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 1,747 | 733 | — | 2,480 | — | — | 2,480 | ||||||||||||||||||||||
Total investments | $ | 144,755 | $ | 733 | $ | — | $ | 145,488 | $ | 139,698 | $ | 3,310 | $ | 2,480 | |||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | $ | 121,202 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | 27,845 | — | — | 27,845 | — | 18,562 | 9,283 | ||||||||||||||||||||||
Money market currency funds | 14,485 | — | — | 14,485 | — | 14,485 | — | ||||||||||||||||||||||
U.S. Government securities | 7,013 | — | — | 7,013 | — | 7,013 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 35 | — | 29 | 6 | — | — | 6 | ||||||||||||||||||||||
Total investments | $ | 170,580 | $ | — | $ | 29 | $ | 170,551 | $ | 121,202 | $ | 40,060 | $ | 9,289 | |||||||||||||||
As of December 31, 2012, none of the securities had been in a continuous unrealized loss position longer than one year. | |||||||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
We measure fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include the following: | |||||||||||||||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. These inputs include quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||||||||||||||||||
In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value. Cash equivalents consist of certificates of deposit and are valued at cost, which approximates fair value due to the short-term maturities of these instruments. Marketable securities consist of certificates of deposit, US Government Treasury bills, US treasury-backed securities and corporate deposits, which are stated at fair value as it approximates carrying value due to the short term maturities of these instruments. | |||||||||||||||||||||||||||||
The fair value of the deferred development cost liability and the deferred payment contingency was valued using the discounted cash flow method of the income approach. The unobservable inputs to the valuation models that have the most significant effect on the fair value of our deferred development cost liability and deferred payment contingency are the determination of the present value factors for future cash flows. The assumptions included internal estimates of research and development personnel needed to perform the research and development services; and estimates of expected cash outflows to third parties for services and supplies over the expected period that the services will be performed, approximately through 2022 for the research and development obligations. We determined the present value factor to be a weighted-average cost of capital of approximately 11.0% in 2012. | |||||||||||||||||||||||||||||
A majority of our financial assets have been classified as Level 2. These assets have been initially valued at the transaction price and subsequently valued utilizing third party pricing services. The pricing services use many observable market inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. We validate the prices provided by our third party pricing services by understanding the models used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming those securities trade in active markets. | |||||||||||||||||||||||||||||
We did not elect the fair value option, as allowed, to account for financial assets and liabilities that were not previously carried at fair value. Therefore, material financial assets and liabilities that are not carried at fair value, such as trade accounts receivable and payable, are reported at their historical carrying values. | |||||||||||||||||||||||||||||
The carrying values of our assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2012 and 2011 are classified in the table below in one of the three categories of the fair value hierarchy described below: | |||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | — | 987 | — | 987 | |||||||||||||||||||||||||
Money market currency funds | — | 2,323 | — | 2,323 | |||||||||||||||||||||||||
Cash and equivalents, and marketable securities and investments | 139,698 | 3,310 | — | 143,008 | |||||||||||||||||||||||||
Deferred compensation investments, including life insurance cash surrender value | — | 2,881 | — | 2,881 | |||||||||||||||||||||||||
Other securities | 2,480 | — | — | 2,480 | |||||||||||||||||||||||||
$ | 142,178 | $ | 6,191 | $ | — | $ | 148,369 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 2,365 | — | 2,365 | |||||||||||||||||||||||||
Deferred development costs | — | — | 12,233 | 12,233 | |||||||||||||||||||||||||
Deferred payment contingency | — | — | 2,287 | 2,287 | |||||||||||||||||||||||||
Contingent value right | — | — | — | — | |||||||||||||||||||||||||
$ | — | $ | 2,365 | $ | 14,520 | $ | 16,885 | ||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | — | 27,845 | — | 27,845 | |||||||||||||||||||||||||
Money market currency funds | — | 14,485 | — | 14,485 | |||||||||||||||||||||||||
U.S. Government securities | — | 7,013 | — | 7,013 | |||||||||||||||||||||||||
Cash and equivalents, marketable securities and investments | 121,202 | 49,343 | — | 170,545 | |||||||||||||||||||||||||
Deferred compensation investments | — | 972 | — | 972 | |||||||||||||||||||||||||
Other securities | 6 | — | — | 6 | |||||||||||||||||||||||||
$ | 121,208 | $ | 50,315 | $ | — | $ | 171,523 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 969 | — | 969 | |||||||||||||||||||||||||
$ | — | $ | 969 | $ | — | $ | 969 | ||||||||||||||||||||||
The following summarizes the activity of Level 3 inputs measured on a recurring basis for the years ended December 31, 2012 and 2011: | |||||||||||||||||||||||||||||
Fair Value Measurements of 1 | |||||||||||||||||||||||||||||
Unobservable Inputs (Level 3) | |||||||||||||||||||||||||||||
($ in 000’s) | |||||||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 3,904 | |||||||||||||||||||||||||||
Transfers in / (out) of Level 3 | — | ||||||||||||||||||||||||||||
Adjustments resulting from change in value of warrants recognized in earnings | 3,488 | ||||||||||||||||||||||||||||
Adjustments resulting from exercise of warrants recognized in equity | (7,392 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2011 | — | ||||||||||||||||||||||||||||
Transfers in / (out) of Level 3: | |||||||||||||||||||||||||||||
Deferred development costs | 12,233 | ||||||||||||||||||||||||||||
Deferred payment contingency | 2,287 | ||||||||||||||||||||||||||||
Contingent right value | — | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 14,520 | |||||||||||||||||||||||||||
The fair value of the deferred development costs and deferred payment contingency are measured at the end of each reporting period using Level 3 inputs. The significant unobservable assumptions we use include the determination of present value factors for future cash flows. | |||||||||||||||||||||||||||||
The fair value of common stock warrants were measured on their respective origination dates and at the end of each reporting period using Level 3 inputs. The significant assumptions we use in the calculations under the Black-Scholes Option Pricing Model as of December 31, 2011 included an expected term based on the remaining contractual life of the warrants, a risk-free interest rate based upon observed interest rates appropriate for the expected term of the instruments, volatility based on the historical volatility of our common stock, and a zero dividend rate based on our past, current and expected practices of granting dividends on common stock. | |||||||||||||||||||||||||||||
The fair value of common stock warrants decreased approximately $3.9 million due to the exercise of 3,747,312 warrants on or before September 15, 2011, for a total aggregate exercise price of $24.8 million. | |||||||||||||||||||||||||||||
Concentration of credit risk | ' | ||||||||||||||||||||||||||||
Concentration of credit risk | |||||||||||||||||||||||||||||
Our investments are subject to concentration of credit risk, which is managed by diversification of the investment portfolio and by the purchase of investment-grade securities. | |||||||||||||||||||||||||||||
Our product sales are concentrated in a limited number of customers. A summary of our customers that represent 10% or more of our total consolidated gross product sales are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Oncology Supply | 26.5 | % | 57 | % | 45.7 | % | |||||||||||||||||||||||
McKesson Specialty | 23.2 | % | 19.1 | % | * | ||||||||||||||||||||||||
ICS | 19.4 | % | * | * | |||||||||||||||||||||||||
Cardinal Health | 15.7 | % | * | * | |||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
No other single customer generated over 10% of our consolidated gross product sales during the prior three fiscal years. | |||||||||||||||||||||||||||||
We are exposed to risks associated with extending credit to our customers related to the sale of products. We do not require collateral or other security to support credit sales, however, we maintain reserves for potential bad debt and to date, credit losses have been within management’s expectations. A summary of our customers that represent 10% or more of our net receivables as of December 31, 2012 and 2011 are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||||
Oncology Supply | 37.7 | % | 26.8 | % | |||||||||||||||||||||||||
McKesson Specialty | 26 | % | 54.1 | % | |||||||||||||||||||||||||
ICS | 19.1 | % | * | ||||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
No other single customer owed us more than 10% of net receivables during the prior fiscal years. | |||||||||||||||||||||||||||||
We have single source suppliers for raw materials and the manufacturing of finished product of ZEVALIN. We are exposed to loss of revenue from the sale of this product if the supplier cannot fulfill demand. We also have single source suppliers for raw materials, and manufactured finished product for our development drug candidates. If we are unable to obtain sufficient quantities of such product, our research and development activities may be adversely affected. | |||||||||||||||||||||||||||||
Inventories | ' | ||||||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||||||
Inventories are valued at the lower of cost (first-in, first-out method) or market. The lower of cost or market is determined based on net estimated realizable value after appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. | |||||||||||||||||||||||||||||
We continually review product inventories on hand, evaluating inventory levels relative to product demand, remaining shelf life, future marketing plans and other factors. We adjust our inventory to reflect situations in which the cost of inventory is not expected to be recovered. We record a reserve to adjust inventory to its net realizable value if (i) a product is close to expiration and not expected to be sold, (ii) when a product has reached its expiration date or (iii) when a product is not expected to be saleable. In determining reserves for these products, we consider factors such as the amount of inventory on hand and its remaining shelf life, and current and expected market conditions, including management forecasts and levels of competition. We have evaluated the current level of inventory considering historical trends and other factors, and based on our evaluation, we have recorded adjustments to reflect inventory at its net realizable value. These adjustments are estimates, which could vary significantly from actual results if future economic conditions, customer demand, competition or other relevant factors differ from expectations. These estimates require us to make assessments about the future demand for our products in order to categorize the status of such inventory items as slow-moving, obsolete or in excess-of-need. These estimates are subject to the ongoing accuracy of our forecasts of market conditions, industry trends, competition and other factors. Differences between our estimated reserves and actual inventory adjustments have historically not been significant, and are accounted for in the current period as a change in estimate. During 2012 and 2011, inventories of $4.3 million and $1.3 million, respectively, were recorded against cost of goods sold and the total reserve was $4.2 million and $1.3 million at December 31, 2012 and 2011, respectively. | |||||||||||||||||||||||||||||
The allowance for inventory reserves is as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 1,343 | $ | 50 | $ | — | |||||||||||||||||||||||
Net additions charged to expense | 4,264 | 1,320 | 50 | ||||||||||||||||||||||||||
Deductions | (1,419 | ) | (27 | ) | — | ||||||||||||||||||||||||
Balance at end of period | $ | 4,188 | $ | 1,343 | $ | 50 | |||||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the statements of operations. | |||||||||||||||||||||||||||||
The cost of property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives of the respective assets. Leasehold improvements are amortized over the lesser of the estimated useful lives of the respective assets or the related lease terms. | |||||||||||||||||||||||||||||
Computers and software | 3 to 5 years | ||||||||||||||||||||||||||||
Office furniture and equipment | 5 to 7 years | ||||||||||||||||||||||||||||
Lab and media equipment | 2 to 7 years | ||||||||||||||||||||||||||||
All long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If impairment is indicated, we reduce the carrying value of the asset to fair value. Fair value would be determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. | |||||||||||||||||||||||||||||
Patents and Licenses | ' | ||||||||||||||||||||||||||||
Patents and Licenses | |||||||||||||||||||||||||||||
We expense all licensing and patent application costs as they are incurred. | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||||||||
Goodwill represents the excess of acquisition cost over the fair value of the net assets of the acquired businesses. Goodwill has an indefinite useful life and is not amortized, but instead tested for impairment annually. We perform our annual evaluation as of October 1 each year. | |||||||||||||||||||||||||||||
Intangible assets are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. Our policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. It is our policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. | |||||||||||||||||||||||||||||
We acquired 50% of the rights in RIT in December 2008 and the remaining 50% in March 2009. The purchase price for the acquisition of ZEVALIN rights was allocated to identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date which is being amortized over its useful life of 10 years. Such a valuation requires significant estimates and assumptions including but not limited to: determining the timing and expected costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows from product sales resulting from in-process projects, and developing appropriate discount rates and probability rates by project. We believe the fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions. | |||||||||||||||||||||||||||||
Identifiable intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, ranging from 1 to 10 years. | |||||||||||||||||||||||||||||
We acquired all of the oncology drug assets of Targent in April 2006. As part of the consideration for the purchase of these assets, we agreed to pay milestone payments to Targent upon the achievement of certain regulatory events as well as for certain sales levels for FUSILEV within a calendar year. During 2011, we capitalized $16.8 million associated with the achievement of these milestones which are being amortized to cost of goods sold on a straight-line basis over the estimated useful life of 8.7 years. | |||||||||||||||||||||||||||||
On April 1, 2012, we acquired the licensing rights to market ZEVALIN outside of the U.S. (ZEVALIN Rights) from Bayer Pharma AG or Bayer. The process for estimating the fair values of these identifiable intangible assets involved the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. These identified intangible assets are being amortized over the estimated useful life of 10 years. | |||||||||||||||||||||||||||||
We acquired Allos on September 5, 2012, and recorded intangible assets related to developed technology and Ex-U.S. and Canada distribution rights through an agreement with a third-party, Mundipharma. These intangible assets are amortized over their expected period of economic benefit of 14 years and 10 years, respectively. In selecting the method of amortization, we considered pattern in which economic benefits of this asset are consumed. As the pattern of use could not be reliably determine with sufficient precision, we used a straight-line method of amortization (see Note 8). | |||||||||||||||||||||||||||||
Under the purchase method of accounting, the total purchase consideration is allocated to Allos net tangible and intangible assets based on their estimated fair values as of the closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The acquired intangible assets consisted of FOLOTYN developed technology for approved indications of currently marketed products, and its distribution rights outside of the U.S. and Canada through an agreement with a third-party, Mundipharma (see Note 11). | |||||||||||||||||||||||||||||
The weighted-average amortization period for such intangible assets acquired is outlined in the table below: | |||||||||||||||||||||||||||||
Fair Value | Weighted-Average | ||||||||||||||||||||||||||||
of | |||||||||||||||||||||||||||||
Intangible | |||||||||||||||||||||||||||||
Assets | Amortization | ||||||||||||||||||||||||||||
Acquired | Period | ||||||||||||||||||||||||||||
Developed Technology — FOLOTYN® | $ | 118,400 | 14 years | ||||||||||||||||||||||||||
FOLOTYN® Ex-U.S. and Canada Distribution Rights | 27,900 | 10 years | |||||||||||||||||||||||||||
Total identifiable intangible assets | $ | 146,300 | |||||||||||||||||||||||||||
The fair value of the developed technology and distribution rights intangible assets was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a single present amount (discounted). Our measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. | |||||||||||||||||||||||||||||
With respect to the acquisition discussed, we believe the fair values assigned to the assets acquired and liabilities assumed were based upon reasonable assumptions. Our allocation of the purchase price was largely dependent on discounted cash flow analyses of projects and products of Allos. We cannot provide assurance that the underlying assumptions used to forecast the cash flows or the timely and successful completion of such projects will materialize as we estimated. For these reasons, among others, our actual results may vary significantly from the estimated results. | |||||||||||||||||||||||||||||
We evaluate the recoverability of definite-lived intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to the following: | |||||||||||||||||||||||||||||
(i) | a significant decrease in the market value of an asset; | ||||||||||||||||||||||||||||
(ii) | a significant adverse change in the extent or manner in which an asset is used; or | ||||||||||||||||||||||||||||
(iii) | an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. | ||||||||||||||||||||||||||||
We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. No impairment loss was recorded during the years 2012, 2011 or 2010. | |||||||||||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||
Revenue from product sales is recognized upon shipment of product when title and risk of loss have transferred to the customer. We sell our products to wholesalers and distributors of oncology products and directly to the end user, directly or through Global Purchasing Organizations or GPO’s (e.g., certain hospitals or hospital systems and clinics with whom we have entered into a direct purchase agreement). Our wholesalers and distributors purchase our products and sell the products directly to end users, which include, but are not limited to, hospitals, clinics, medical facilities, managed care facilities and private oncology based practices. Revenue from product sales is recognized upon shipment of product when title and risk of loss have transferred to the customer, and the following additional criteria are met: | |||||||||||||||||||||||||||||
(i) | the price is substantially fixed and determinable; | ||||||||||||||||||||||||||||
(ii) | our customer has economic substance apart from that provided by us; | ||||||||||||||||||||||||||||
(iii) | our customer’s obligation to pay us is not contingent on resale of the product; | ||||||||||||||||||||||||||||
(iv) | we do not have significant obligations for future performance to directly bring about the resale of our product; and | ||||||||||||||||||||||||||||
(v) | we have a reasonable basis to estimate future returns. | ||||||||||||||||||||||||||||
Generally, revenue is recognized when all four of the following criteria are met: | |||||||||||||||||||||||||||||
(i) | persuasive evidence that an arrangement exists; | ||||||||||||||||||||||||||||
(ii) | delivery of the products has occurred, or services have been rendered; | ||||||||||||||||||||||||||||
(iii) | the selling price is both fixed and determinable; and | ||||||||||||||||||||||||||||
(iv) | collectability is reasonably assured. | ||||||||||||||||||||||||||||
We calculate a provision for estimated product returns, sales discounts, rebates, chargeback’s and distribution and data fees are established as a reduction of gross product sales at the time such revenues are recognized. Thus, revenue is recorded, net of such estimated provisions. We state the related accounts receivable at net realizable value, with any allowance for doubtful accounts charged to general operating expenses. If revenue from sales is not reasonably determinable due to provisions for estimates, promotional adjustments, price adjustments, returns or any other potential adjustments, we defer the revenue and recognize revenue when the estimates are reasonably determinable, even if the monies for the gross sales have been received. | |||||||||||||||||||||||||||||
We utilize a third-party logistics company to store and distribute FUSILEV. The same third party logistics company also stores and ships ZEVALIN kits containing the CD20 MAB. | |||||||||||||||||||||||||||||
During 2009, we changed the supply and distribution model for ZEVALIN. Previously, we sold ZEVALIN kits containing the CD20 MAB to radiopharmacies, who in turn ordered the radioactive isotope (Y-90 or In-111) separately and radiolabeled (or attached) the radioactive isotope to the CD20 MAB. The radiopharmacy then sold the end user product to the consumer. Under the current model we do not sell the ZEVALIN kits containing the CD20 MAB to the radiopharmacies, but instead contract with them, as a fee-for-service, to radiolabel the individual components of the CD20 MAB to the radioactive isotope, and then, also under a fee-for-service arrangement, have them distribute the end use product to the end user; the clinics, hospitals or other medical settings. In this regard, we now sell the CD20 MAB together with the radioactive isotope as the end user product. In November 2011 we received FDA approval to remove the bioscan and starting in January 2012 we are no longer supplying the imaging kit (In-111) used for bioscan. | |||||||||||||||||||||||||||||
Product returns allowances | ' | ||||||||||||||||||||||||||||
Product returns allowances | |||||||||||||||||||||||||||||
Customers are typically permitted to return products within thirty days after shipment, if incorrectly shipped or not ordered, and six months after the expiration of product dating for FUSILEV, subject to certain restocking fees and preauthorization requirements, as applicable. The returned product is destroyed if it is damaged, quality is compromised or past its expiration date. In general, returned product is not resold. As of each balance sheet date, we estimate potential returns, based on several factors, including: inventory held by distributors, sell through data of distributor sales to end users, customer and end-user ordering and re-ordering patterns, aging of accounts receivables, rates of returns for directly substitutable products and pharmaceutical products for the treatment of therapeutic areas similar to indications served by our products, shelf life of our products, historical rates of actual returns and based on experience of our management with selling similar oncology products. We record an allowance for future returns by debiting revenue, thereby reducing product sales and crediting a reserve for returns to reduce other accrued obligations. No returns reserve is recorded for ZEVALIN since in the U.S. we invoice our end user customers and recognize revenues only when a patient is treated with ZEVALIN and for Ex. U.S. we invoice upon delivery. FOLOTYN returns are limited to defective product or product that was shipped in error. Historical allowances for product returns have been within estimated amounts reserved or accrued. The amount of allowances for sales returns we recognized in the consolidated balance sheets as of December 31, 2012 and 2011 are $4.9 million and $4.0 million, respectively and are recorded in other accrued obligations. | |||||||||||||||||||||||||||||
Government chargebacks | ' | ||||||||||||||||||||||||||||
Government chargebacks | |||||||||||||||||||||||||||||
Our products are subject to certain programs with federal government qualified entities whereby pricing on products is discounted below distributor list price to participating entities. These entities purchase products through distributors at the discounted price, and the distributors charge the difference between their acquisition cost and the discounted price back to us. We account for chargebacks by establishing an accrual in an amount equal to our estimate of chargeback claims at the time of product sale. We also evaluate the adequacy of previously recorded chargebacks based on data regarding specific entities claims activity over time to adjust current period chargebacks for these same distributors. Due to estimates and assumptions inherent in determining the amount of government chargebacks, the time lag to receive information from distributors, the actual amount of claims for chargebacks may be materially different from our estimates, at which time we would adjust our reserves accordingly. | |||||||||||||||||||||||||||||
Discounts | ' | ||||||||||||||||||||||||||||
Discounts | |||||||||||||||||||||||||||||
Discounts (generally prompt payment discounts) are accrued at the end of every reporting period based on the gross sales made to customers during the period and based on their terms of trade for a product. We generally review the terms of the contracts, specifically price and discount structures, and payment terms between the customer and us to estimate the discount accrual. | |||||||||||||||||||||||||||||
Rebates | ' | ||||||||||||||||||||||||||||
Rebates | |||||||||||||||||||||||||||||
Customer rebates are estimated at every period end, based on direct purchases, depending on whether any rebates have been offered based on definitive contractual agreements. The rebates are recognized when products are purchased and a periodic credit is given. | |||||||||||||||||||||||||||||
Medicaid Rebates | ' | ||||||||||||||||||||||||||||
Medicaid Rebates | |||||||||||||||||||||||||||||
Our products are subject to state government-managed Medicaid programs whereby discounts and rebates are provided to participating state governments. We record estimated rebates payable under governmental programs, including Medicaid, as a reduction of revenue in the same period the related sale is recorded. Our calculations related to these rebate accruals require estimates, including estimates of customer mix primarily based on a combination of market and clinical research, to determine which sales will be subject to rebates and the amount of such rebates. Our estimate of utilization is based on historical claims and supplemented by management’s judgment with respect to many factors, including changes in sales trends, an evaluation of current laws and regulations and product pricing. We update our estimates and assumptions each period and record any necessary adjustments to our reserves. Additionally, there is a time lag between the date we determine the estimated liability and when we actually pay the liability. Although allowances and accruals are recorded at the time of product sale, certain rebates are typically paid out, on average, up to six months or longer after the sale. | |||||||||||||||||||||||||||||
Distribution and Data Fees | ' | ||||||||||||||||||||||||||||
Distribution and Data Fees | |||||||||||||||||||||||||||||
Distribution and data fees are paid to authorized wholesalers and specialty distributors of FUSILEV and FOLOTYN as a percentage of WAC for products sold. The services provided include contract administration, inventory management, product sales reporting by customer, returns for clinics and hospitals. We accrue distribution and data fees based on a percentage of FUSILEV and FOLOTYN revenues that are set and governed by distribution agreements. | |||||||||||||||||||||||||||||
We also state the related accounts receivable at net realizable value, with any allowance for doubtful accounts charged to general operating expenses. If revenue from sales is not reasonably determinable due to provisions for estimates, promotional adjustments, price adjustments, returns or any other potential adjustments, we defer the revenue and recognize revenue when the estimates are reasonably determinable, even if the monies for the gross sales have been received. | |||||||||||||||||||||||||||||
Milestone Payments | ' | ||||||||||||||||||||||||||||
Milestone Payments | |||||||||||||||||||||||||||||
Milestone payments under collaborative arrangements are triggered either by the results of our research and development efforts or by specified sales results by a third-party collaborator. Milestones related to our development-based activities may include initiation of various phases of clinical trials, successful completion of a phase of development or results from a clinical trial, acceptance of a New Drug Application by the FDA or an equivalent filing with an equivalent regulatory agency in another territory, or regulatory approval by the FDA or by an equivalent regulatory agency in another territory. Due to the uncertainty involved in meeting these development-based milestones, the development-based milestones are considered to be substantial (i.e. not just achieved through passage of time) at the inception of the collaboration agreement. In addition, the amounts of the payments assigned thereto are considered to be commensurate with the enhancement of the value of the delivered intellectual property as a result of our performance. Our involvement is necessary to the achievement of development-based milestones. We would account for development-based milestones as revenue upon achievement of the substantive milestone events. Milestones related to sales-based activities may be triggered upon events such as the first commercial sale of a product or when sales first achieve a defined level. These sales-based milestones would be achieved after the completion of our development activities. We would account for the sales-based milestones in the same manner as royalties, with revenue recognized upon achievement of the milestone. In addition, upon the achievement of either development-based or sales-based milestone events, we have no future performance obligations related to any milestone payments. | |||||||||||||||||||||||||||||
License Fees | ' | ||||||||||||||||||||||||||||
License Fees | |||||||||||||||||||||||||||||
We recognize license fees based on the facts and circumstances of each contractual agreement. In general, we recognize income upon the signing of a contractual agreement that grants rights to products or technology to a third party if we have no further obligation to provide products or services to the third party after entering into the contract. | |||||||||||||||||||||||||||||
Research and Development | ' | ||||||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||||||
Research and development expenses include salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaborative research and development and include activities such as product registries and investigator-sponsored trials. Research and development costs are expensed as incurred. In certain instances, we enter into agreements with third parties for research and development activities, where we may prepay fees for services at the initiation of the contract. We record such prepayment as a prepaid asset and charge research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon the completion of milestones or receipt of deliverables. | |||||||||||||||||||||||||||||
As of each balance sheet date, we review purchase commitments and accrue drug development expenses based on factors such as estimates of work performed, patient enrollment, completion of patient studies and other events. We maintain regular communication with our vendors, including our clinical sites, and gauge the reasonableness of estimates provided. However, actual clinical trial costs may differ materially from estimated clinical trial costs and are adjusted for in the period in which they become known. | |||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | ' | ||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | |||||||||||||||||||||||||||||
We calculate basic and diluted net income (loss) per share using the weighted average number of common shares outstanding during the periods presented, and adjust the amount of net income (loss) used in this calculation for preferred stock dividends (if any) declared during the period. In periods of a net loss position, basic and diluted weighted average shares are the same. For the diluted earnings per share calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants and other common stock equivalents outstanding during the periods. | |||||||||||||||||||||||||||||
The following shows the amounts used in computing basic and diluted earnings per share for each of the three years in the period ended December 31, 2012: | |||||||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2012 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 94,201 | 58,588,916 | $ | 1.61 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,749,299 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 224,437 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 1,034,604 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 94,201 | 64,637,256 | $ | 1.46 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2011 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 49,931 | 53,272,767 | $ | 0.94 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,185,224 | ||||||||||||||||||||||||||||
Change in shares related to Targent and Management incentive plan milestones as if they had been issued at the beginning of the quarter earned | 248,193 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 200,656 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 12,874 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 49,931 | 57,959,714 | $ | 0.86 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | December 31, | ||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
(As Restated) | |||||||||||||||||||||||||||||
Net loss — attributable to Spectrum Pharmaceuticals, Inc. stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||
Preferred dividends paid in cash or stock | — | ||||||||||||||||||||||||||||
Loss attributable to Spectrum stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Weighted average shares issued and outstanding | 49,502,854 | ||||||||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.95 | ) | ||||||||||||||||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would have been anti-dilutive: | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
Series E Preferred Shares | 52,000 | ||||||||||||||||||||||||||||
Stock Options | 5,157,935 | ||||||||||||||||||||||||||||
Warrants | 4,142,312 | ||||||||||||||||||||||||||||
9,352,247 | |||||||||||||||||||||||||||||
Accounting for Employee Share-Based Compensation | ' | ||||||||||||||||||||||||||||
Accounting for Employee Share-Based Compensation | |||||||||||||||||||||||||||||
We measure compensation expense for all share-based awards at fair value on the date of grant for the portion that is ultimately expected to vest and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. | |||||||||||||||||||||||||||||
The fair value of share-based compensation is estimated based on the closing market price of our common stock on the day prior to the award grants for stock awards, using the Black-Scholes Option Pricing Model for stock options and warrants and a lattice or Monte Carlo valuation model for the management incentive plan. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. | |||||||||||||||||||||||||||||
We recorded share-based employee compensation as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Research and development expense | $ | 1,843 | $ | 1,628 | $ | 2,484 | |||||||||||||||||||||||
Selling, general and administrative expense | 13,041 | 20,609 | 5,801 | ||||||||||||||||||||||||||
$ | 14,884 | $ | 22,237 | $ | 8,285 | ||||||||||||||||||||||||
Warrant accounting | ' | ||||||||||||||||||||||||||||
Warrant accounting | |||||||||||||||||||||||||||||
We account for common stock warrants pursuant to the applicable guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. We classify registered warrants on the consolidated balance sheet as a current liability, which is revalued at each balance sheet date subsequent to the initial issuance. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment, including estimating stock price volatility and expected warrant life. We develop our estimates based on historical data. A small change in the estimates used may have a relatively large change in the estimated valuation. We use the Black-Scholes pricing model to value the registered warrants. Changes in the fair market value of the warrants are reflected in the consolidated statement of operations as “Change in the fair value of common stock warrant liability.” All registered warrants have been exercised as of December 31, 2012. | |||||||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||||||||||||||
We have determined that net deferred tax assets that do not meet the “more likely than not” to be realized criteria and, accordingly, a valuation allowance has been recorded to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce the valuation allowance against the deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period such determination is made. | |||||||||||||||||||||||||||||
Valuation allowances against our deferred tax assets were $1.1 million and $45.6 million at December 31, 2012 and December 31, 2011, respectively. Changes in the valuation allowances, when they are recognized in the provision for income taxes, are included as a component of the estimated annual effective tax rate. | |||||||||||||||||||||||||||||
Foreign Currency Translation | ' | ||||||||||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||||||||||
We translate the assets and liabilities of our foreign subsidiaries stated in local functional currencies to US dollars at the rates of exchange in effect at the end of the period. Revenues and expenses are translated using rates of exchange in effect during the period. Gains and losses from the translation of financial statements denominated in foreign currencies are included as a separate component of accumulated other comprehensive income in the statement of stockholders’ equity and the statement of comprehensive income (loss). | |||||||||||||||||||||||||||||
We record foreign currency transactions at the exchange rate prevailing at the date of the transaction with resultant gains and losses being included in results of operations. Foreign currency transaction gains and losses have not been significant for any period presented. | |||||||||||||||||||||||||||||
Acquisitions and Collaborations | ' | ||||||||||||||||||||||||||||
Acquisitions and Collaborations | |||||||||||||||||||||||||||||
For all in-licensed products, pursuant to authoritative guidance, we perform an analysis to determine whether we hold a variable interest or interests that give us a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. | |||||||||||||||||||||||||||||
We also perform an analysis to determine if the inputs and/or processes acquired in an acquisition qualify as a business. On the basis of our interpretations and conclusions, we determine if the in-licensed products qualify as a business and whether to account for such products as a business combination or an asset acquisition. The accounting for acquisitions requires extensive use of estimates and judgments to measure the fair value of the identifiable tangible and intangible assets acquired, including in-process research and development, and liabilities assumed. Additionally, we must determine whether an acquired entity is considered to be a business or a set of net assets, because the excess of the purchase price over the fair value of net assets acquired can only be recognized as goodwill in a business combination. | |||||||||||||||||||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
Comprehensive income (loss) is calculated in accordance with authoritative guidance which requires the disclosure of all components of comprehensive income, including net income (loss) and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. Our accumulated other comprehensive income (loss) at December 31, 2012 and 2011, respectively consisted primarily of foreign currency translation adjustments and net unrealized gains/losses on investments in marketable securities as of that date. | |||||||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||||||
In June 2011, the Financial Accounting Standards Board (FASB) issued an accounting standards update that eliminates the option to present components of other comprehensive income as part of the statement of changes in equity and requires an entity to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also required an entity to present on the face of the financial statements reclassification adjustments from other comprehensive income to net income, but in December 2011, the FASB issued an accounting standards update that deferred this requirement. This guidance became effective for fiscal years beginning after December 15, 2011. We adopted the provisions of the guidance in the first quarter of 2012 and elected to present items of net income and other comprehensive income in two separate but consecutive statements. | |||||||||||||||||||||||||||||
In May 2011, the FASB issued an accounting standards update that clarifies and amends the existing fair value measurement and disclosure requirements. This guidance became effective prospectively for interim and annual periods beginning after December 15, 2011. We adopted the provisions of the guidance in the first quarter of 2012. The adoption did not have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||||||||||||||
New Accounting Standards Not Yet Adopted | ' | ||||||||||||||||||||||||||||
New Accounting Standards Not Yet Adopted | |||||||||||||||||||||||||||||
In February 2013, the FASB issued an accounting standards update that requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amounts are required to be reclassified in their entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance will be effective for reporting periods beginning after December 15, 2012, which will be our fiscal year 2013, with early adoption permitted. We do not expect the adoption of the guidance will have a material impact on our consolidated financial statements. | |||||||||||||||||||||||||||||
In July 2012, the FASB issued an accounting standards update that gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. This guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, which will be our fiscal year 2013, with early adoption permitted. We do not expect the adoption of the guidance will have a material impact on our consolidated financial statements. |
Nature_of_Business_Tables
Nature of Business (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Restatement Corrections and Other Immaterial Adjustments on Consolidated Balance Sheet | ' | ||||||||||||||||||||||||
Consolidated Balance Sheet as | Consolidated Balance Sheet as | ||||||||||||||||||||||||
of December 31, 2012 | of December 31, 2011 | ||||||||||||||||||||||||
(As Reported) | (As Restated) | (As | (As | ||||||||||||||||||||||
Reported) | Restated) | ||||||||||||||||||||||||
Intangible assets, net | $ | 202,311 | $ | 200,234 | $ | 41,654 | $ | 41,654 | |||||||||||||||||
Goodwill | 28,973 | 7,279 | — | — | |||||||||||||||||||||
Deferred tax asset* | — | 23,276 | — | — | |||||||||||||||||||||
Other assets | 7,569 | 6,745 | 1,361 | 1,361 | |||||||||||||||||||||
Total assets | 506,274 | 504,955 | 280,780 | 280,780 | |||||||||||||||||||||
Accounts payable and other accrued obligations | 95,297 | 93,811 | 54,771 | 53,276 | |||||||||||||||||||||
Accrued drug development costs | 15,109 | 11,441 | 9,678 | 6,994 | |||||||||||||||||||||
Total current liabilities | 128,397 | 123,243 | 78,537 | 74,358 | |||||||||||||||||||||
Total liabilities | 221,428 | 216,274 | 92,873 | 88,694 | |||||||||||||||||||||
Accumulated deficit | (179,320 | ) | (175,485 | ) | (261,883 | ) | (257,704 | ) | |||||||||||||||||
Total stockholders’ equity | 284,846 | 288,681 | 187,907 | 192,086 | |||||||||||||||||||||
* | Reflects the tax impact of the reclassification of the intangible asset acquired in the Allos acquisition from indefinite lived to definite lived. | ||||||||||||||||||||||||
Restatement Corrections and Other Immaterial Adjustments on Condensed Consolidated Statements of Operations | ' | ||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Selling, general and administrative | 91,965 | 89,922 | 72,553 | 72,197 | 48,550 | 47,411 | |||||||||||||||||||
Research and development | $ | 42,544 | $ | 41,560 | $ | 27,720 | $ | 26,662 | $ | 57,301 | $ | 56,660 | |||||||||||||
Amortization of purchased intangible assets | 6,741 | 8,818 | 3,720 | 3,720 | 3,720 | 3,720 | |||||||||||||||||||
Total operating costs and expenses | 187,883 | 186,933 | 137,831 | 136,417 | 127,010 | 125,230 | |||||||||||||||||||
Income (loss) from operations | 79,824 | 80,774 | 55,132 | 56,546 | (52,897 | ) | (51,117 | ) | |||||||||||||||||
Income before provision for income taxes | 78,980 | 79,930 | 52,221 | 53,635 | (48,887 | ) | (47,107 | ) | |||||||||||||||||
Benefit (provision) benefit for income taxes | 15,565 | 14,271 | (3,704 | ) | (3,704 | ) | 43 | 43 | |||||||||||||||||
Net income (loss) | 94,545 | 94,201 | 48,517 | 49,931 | (48,844 | ) | (47,064 | ) | |||||||||||||||||
Net income (loss) per share, basic | $ | 1.61 | $ | 1.61 | $ | 0.91 | $ | 0.94 | $ | (0.99 | ) | $ | (0.95 | ) | |||||||||||
Net income (loss) per share, diluted | $ | 1.46 | $ | 1.46 | $ | 0.84 | $ | 0.86 | $ | (0.99 | ) | $ | (0.95 | ) | |||||||||||
Restatement Corrections and Other Immaterial Adjustments on Condensed Consolidated Statements of Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Net income (loss) | $ | 94,545 | $ | 94,201 | $ | 48,517 | $ | 49,931 | $ | (48,844 | ) | $ | (47,064 | ) | |||||||||||
Total comprehensive income (loss) | 95,045 | 94,701 | 48,382 | 49,796 | (48,844 | ) | (47,086 | ) | |||||||||||||||||
Restatement Corrections and Other Immaterial Adjustments on Consolidated Statements of Cash Flows | ' | ||||||||||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||||||||||
For the Year Ended December 31 | |||||||||||||||||||||||||
2012 | 2012 | 2011 | 2011 | 2010 | 2010 | ||||||||||||||||||||
(As Reported) | (As Restated) | (As Reported) | (As Restated) | (As Reported) | (As Restated) | ||||||||||||||||||||
Net income (loss) | $ | 94,545 | $ | 94,201 | $ | 48,517 | $ | 49,931 | $ | (48,844 | ) | $ | (47,064 | ) | |||||||||||
Changes in operating expenses and liabilities: | |||||||||||||||||||||||||
Depreciation and amortization | 10,166 | 12,243 | 5,650 | 5,650 | 4,506 | 4,506 | |||||||||||||||||||
Accounts payable and other accrued obligations | 24,787 | 24,038 | 16,067 | 15,711 | 21,546 | 20,407 | |||||||||||||||||||
Accrued drug development costs | 3,360 | 2,376 | 4,577 | 3,519 | 503 | (138 | ) | ||||||||||||||||||
Net cash provided by (used in) operating activities | 71,959 | 71,959 | 43,288 | 43,288 | (22,544 | ) | (22,544 | ) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||||||
Summary of Investments | ' | ||||||||||||||||||||||||||||
The following is a summary of such investments (in 000’s): | |||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash | Marketable Security | ||||||||||||||||||||||||
Cost | Unrealized | Unrealized | fair | ||||||||||||||||||||||||||
Gains | Losses | Value | Current | Long | |||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | $ | 139,698 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | 987 | — | — | 987 | — | 987 | — | ||||||||||||||||||||||
Money market currency funds | 2,323 | — | — | 2,323 | — | 2,323 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 1,747 | 733 | — | 2,480 | — | — | 2,480 | ||||||||||||||||||||||
Total investments | $ | 144,755 | $ | 733 | $ | — | $ | 145,488 | $ | 139,698 | $ | 3,310 | $ | 2,480 | |||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | $ | 121,202 | $ | — | $ | — | |||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | 27,845 | — | — | 27,845 | — | 18,562 | 9,283 | ||||||||||||||||||||||
Money market currency funds | 14,485 | — | — | 14,485 | — | 14,485 | — | ||||||||||||||||||||||
U.S. Government securities | 7,013 | — | — | 7,013 | — | 7,013 | — | ||||||||||||||||||||||
Other securities (included in other assets) | 35 | — | 29 | 6 | — | — | 6 | ||||||||||||||||||||||
Total investments | $ | 170,580 | $ | — | $ | 29 | $ | 170,551 | $ | 121,202 | $ | 40,060 | $ | 9,289 | |||||||||||||||
Carrying Values of Our Assets and Liabilities at Fair Value On Recurring Basis | ' | ||||||||||||||||||||||||||||
The carrying values of our assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2012 and 2011 are classified in the table below in one of the three categories of the fair value hierarchy described below: | |||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 139,698 | $ | — | $ | — | $ | 139,698 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $250) | — | 987 | — | 987 | |||||||||||||||||||||||||
Money market currency funds | — | 2,323 | — | 2,323 | |||||||||||||||||||||||||
Cash and equivalents, and marketable securities and investments | 139,698 | 3,310 | — | 143,008 | |||||||||||||||||||||||||
Deferred compensation investments, including life insurance cash surrender value | — | 2,881 | — | 2,881 | |||||||||||||||||||||||||
Other securities | 2,480 | — | — | 2,480 | |||||||||||||||||||||||||
$ | 142,178 | $ | 6,191 | $ | — | $ | 148,369 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 2,365 | — | 2,365 | |||||||||||||||||||||||||
Deferred development costs | — | — | 12,233 | 12,233 | |||||||||||||||||||||||||
Deferred payment contingency | — | — | 2,287 | 2,287 | |||||||||||||||||||||||||
Contingent value right | — | — | — | — | |||||||||||||||||||||||||
$ | — | $ | 2,365 | $ | 14,520 | $ | 16,885 | ||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
December 31, 2011 | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Cash and equivalents | $ | 121,202 | $ | — | $ | — | $ | 121,202 | |||||||||||||||||||||
Bank CDs (including restricted certificate of deposit of $500) | — | 27,845 | — | 27,845 | |||||||||||||||||||||||||
Money market currency funds | — | 14,485 | — | 14,485 | |||||||||||||||||||||||||
U.S. Government securities | — | 7,013 | — | 7,013 | |||||||||||||||||||||||||
Cash and equivalents, marketable securities and investments | 121,202 | 49,343 | — | 170,545 | |||||||||||||||||||||||||
Deferred compensation investments | — | 972 | — | 972 | |||||||||||||||||||||||||
Other securities | 6 | — | — | 6 | |||||||||||||||||||||||||
$ | 121,208 | $ | 50,315 | $ | — | $ | 171,523 | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Deferred executive compensation liability | — | 969 | — | 969 | |||||||||||||||||||||||||
$ | — | $ | 969 | $ | — | $ | 969 | ||||||||||||||||||||||
Activity of Level 3 Inputs Measured on Recurring Basis | ' | ||||||||||||||||||||||||||||
The following summarizes the activity of Level 3 inputs measured on a recurring basis for the years ended December 31, 2012 and 2011: | |||||||||||||||||||||||||||||
Fair Value Measurements of 1 | |||||||||||||||||||||||||||||
Unobservable Inputs (Level 3) | |||||||||||||||||||||||||||||
($ in 000’s) | |||||||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 3,904 | |||||||||||||||||||||||||||
Transfers in / (out) of Level 3 | — | ||||||||||||||||||||||||||||
Adjustments resulting from change in value of warrants recognized in earnings | 3,488 | ||||||||||||||||||||||||||||
Adjustments resulting from exercise of warrants recognized in equity | (7,392 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2011 | — | ||||||||||||||||||||||||||||
Transfers in / (out) of Level 3: | |||||||||||||||||||||||||||||
Deferred development costs | 12,233 | ||||||||||||||||||||||||||||
Deferred payment contingency | 2,287 | ||||||||||||||||||||||||||||
Contingent right value | — | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 14,520 | |||||||||||||||||||||||||||
Summary of Customers Represent 10% or More of Total Consolidated Gross Product Sales | ' | ||||||||||||||||||||||||||||
A summary of our customers that represent 10% or more of our total consolidated gross product sales are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Oncology Supply | 26.5 | % | 57 | % | 45.7 | % | |||||||||||||||||||||||
McKesson Specialty | 23.2 | % | 19.1 | % | * | ||||||||||||||||||||||||
ICS | 19.4 | % | * | * | |||||||||||||||||||||||||
Cardinal Health | 15.7 | % | * | * | |||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
Summary of Customers Represent 10% or More of Net Receivables | ' | ||||||||||||||||||||||||||||
A summary of our customers that represent 10% or more of our net receivables as of December 31, 2012 and 2011 are as follows: | |||||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||||
Oncology Supply | 37.7 | % | 26.8 | % | |||||||||||||||||||||||||
McKesson Specialty | 26 | % | 54.1 | % | |||||||||||||||||||||||||
ICS | 19.1 | % | * | ||||||||||||||||||||||||||
(*) | Less than 10% | ||||||||||||||||||||||||||||
Summary of Allowance for Inventory Reserves | ' | ||||||||||||||||||||||||||||
The allowance for inventory reserves is as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
Balance at beginning of period | $ | 1,343 | $ | 50 | $ | — | |||||||||||||||||||||||
Net additions charged to expense | 4,264 | 1,320 | 50 | ||||||||||||||||||||||||||
Deductions | (1,419 | ) | (27 | ) | — | ||||||||||||||||||||||||
Balance at end of period | $ | 4,188 | $ | 1,343 | $ | 50 | |||||||||||||||||||||||
Estimated Useful Lives of Assets | ' | ||||||||||||||||||||||||||||
Leasehold improvements are amortized over the lesser of the estimated useful lives of the respective assets or the related lease terms. | |||||||||||||||||||||||||||||
Computers and software | 3 to 5 years | ||||||||||||||||||||||||||||
Office furniture and equipment | 5 to 7 years | ||||||||||||||||||||||||||||
Lab and media equipment | 2 to 7 years | ||||||||||||||||||||||||||||
Weighted-Average Amortization Period for Such Intangible Assets Acquired | ' | ||||||||||||||||||||||||||||
The acquired intangible assets consisted of (1) FOLOTYN developed technology for its approved indications and (2) FOLOTYN distribution rights outside of the U.S. and Canada, as summarized below: | |||||||||||||||||||||||||||||
Fair Value of | |||||||||||||||||||||||||||||
Intangible | |||||||||||||||||||||||||||||
Assets | Amortization | ||||||||||||||||||||||||||||
Acquired | Period | ||||||||||||||||||||||||||||
Developed Technology — FOLOTYN® | $ | 118,400 | 14 years | ||||||||||||||||||||||||||
FOLOTYN® Ex-U.S. and Canada Distribution Rights | 27,900 | 10 years | |||||||||||||||||||||||||||
Total identifiable intangible assets | $ | 146,300 | |||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share Using Weighted Average Number of Common Shares Outstanding | ' | ||||||||||||||||||||||||||||
The following shows the amounts used in computing basic and diluted earnings per share for each of the three years in the period ended December 31, 2012: | |||||||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2012 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 94,201 | 58,588,916 | $ | 1.61 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,749,299 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 224,437 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 1,034,604 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 94,201 | 64,637,256 | $ | 1.46 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | Net Income | Weighted- | Earnings | ||||||||||||||||||||||||||
(numerator) | Average | Per Share | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Outstanding | |||||||||||||||||||||||||||||
(Denominator) | |||||||||||||||||||||||||||||
December 31, 2011 (As Restated) | |||||||||||||||||||||||||||||
Basic earnings per share: | $ | 49,931 | 53,272,767 | $ | 0.94 | ||||||||||||||||||||||||
Diluted earnings per share: | |||||||||||||||||||||||||||||
Dilutive preferred shares | 40,000 | ||||||||||||||||||||||||||||
Dilutive options | 4,185,224 | ||||||||||||||||||||||||||||
Change in shares related to Targent and Management incentive plan milestones as if they had been issued at the beginning of the quarter earned | 248,193 | ||||||||||||||||||||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 200,656 | ||||||||||||||||||||||||||||
Unvested restrictive stock | 12,874 | ||||||||||||||||||||||||||||
Diluted earnings per share | $ | 49,931 | 57,959,714 | $ | 0.86 | ||||||||||||||||||||||||
(in thousands, except share and per share data) | December 31, | ||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
(As Restated) | |||||||||||||||||||||||||||||
Net loss — attributable to Spectrum Pharmaceuticals, Inc. stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||
Preferred dividends paid in cash or stock | — | ||||||||||||||||||||||||||||
Loss attributable to Spectrum stockholders | $ | (47,064 | ) | ||||||||||||||||||||||||||
Weighted average shares issued and outstanding | 49,502,854 | ||||||||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.95 | ) | ||||||||||||||||||||||||||
Number of Shares Excluded from Computation of Diluted Earnings Per Share | ' | ||||||||||||||||||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would have been anti-dilutive: | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2010 | |||||||||||||||||||||||||||||
Series E Preferred Shares | 52,000 | ||||||||||||||||||||||||||||
Stock Options | 5,157,935 | ||||||||||||||||||||||||||||
Warrants | 4,142,312 | ||||||||||||||||||||||||||||
9,352,247 | |||||||||||||||||||||||||||||
Share-Based Employee Compensation Expense | ' | ||||||||||||||||||||||||||||
We recorded share-based employee compensation as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||||||||||
Research and development expense | $ | 1,843 | $ | 1,628 | $ | 2,484 | |||||||||||||||||||||||
Selling, general and administrative expense | 13,041 | 20,609 | 5,801 | ||||||||||||||||||||||||||
$ | 14,884 | $ | 22,237 | $ | 8,285 | ||||||||||||||||||||||||
FOLOTYN [Member] | ' | ||||||||||||||||||||||||||||
Weighted-Average Amortization Period for Such Intangible Assets Acquired | ' | ||||||||||||||||||||||||||||
The weighted-average amortization period for such intangible assets acquired is outlined in the table below: | |||||||||||||||||||||||||||||
Fair Value | Weighted- | ||||||||||||||||||||||||||||
of | Average | ||||||||||||||||||||||||||||
Intangible | Amortization | ||||||||||||||||||||||||||||
Assets | Period | ||||||||||||||||||||||||||||
Acquired | |||||||||||||||||||||||||||||
Developed Technology—FOLOTYN® | $ | 118,400 | 14 years | ||||||||||||||||||||||||||
FOLOTYN® Distribution Rights | 27,900 | 10 years | |||||||||||||||||||||||||||
Total identifiable intangible assets | $ | 146,300 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Schedule of Unaudited Pro forma Results of Operations | ' | ||||||||||||
The following unaudited pro forma results of operations for year ended December 31, 2012, assume the Allos acquisition had occurred on January 1, 2012 and for the year ended December 31, 2011, assume the acquisition had occurred on January 1, 2011 ($ in 000’s): | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
(As Restated) | (As Restated) | ||||||||||||
(Unaudited) | |||||||||||||
Total revenues | $ | 299,116 | $ | 269,012 | |||||||||
Income from continuing operations | $ | 51,028 | $ | 14,745 | |||||||||
Net income | $ | 58,157 | $ | 5,474 | |||||||||
Basic net income per share | $ | 0.99 | $ | 0.1 | |||||||||
Diluted net income per share | $ | 0.9 | $ | 0.09 | |||||||||
ZEVALIN [Member] | ' | ||||||||||||
Acquisition-Date Fair Value of Consideration Transferred | ' | ||||||||||||
The acquisition-date fair value of the consideration transferred consisted of the following items ($ in 000’s): | |||||||||||||
Cash consideration for ZEVALIN Rights | $ | 25,435 | |||||||||||
Total liabilities assumed | 580 | ||||||||||||
Total purchase consideration | $ | 26,015 | |||||||||||
Summary of Allocation of Total Purchase Price to Net Assets Acquired and Included in Consolidated Balance Sheet | ' | ||||||||||||
The allocation of the total purchase price to the net assets acquired is as follows ($ in thousands): | |||||||||||||
ZEVALIN product line/marketing rights | $ | 19,810 | |||||||||||
Customer relationships | 3,680 | ||||||||||||
Identified intangible assets | 23,490 | ||||||||||||
Goodwill | 2,525 | ||||||||||||
Total fair value of assets acquired | $ | 26,015 | |||||||||||
Allos Therapeutics, Inc. [Member] | ' | ||||||||||||
Acquisition-Date Fair Value of Consideration Transferred | ' | ||||||||||||
The following table summarizes the purchase price ($ in 000’s): | |||||||||||||
Cash consideration | $ | 205,204 | |||||||||||
Contingent value right | — | ||||||||||||
Total purchase consideration | $ | 205,204 | |||||||||||
Summary of Allocation of Total Purchase Price to Net Assets Acquired and Included in Consolidated Balance Sheet | ' | ||||||||||||
The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows: ($ in 000’s): | |||||||||||||
Provisional | Subsequent | Revised | |||||||||||
Estimated | Change in | Fair Value | |||||||||||
Fair Value | Valuation | ||||||||||||
Estimate | |||||||||||||
Cash | $ | 71,940 | $ | — | $ | 71,940 | |||||||
Accounts receivable | 6,835 | — | 6,835 | ||||||||||
Related party receivable | 10,482 | — | 10,482 | ||||||||||
Inventory | 2,246 | — | 2,246 | ||||||||||
Other current assets | 1,527 | — | 1,527 | ||||||||||
Fixed assets | 913 | — | 913 | ||||||||||
FOLOTYN developed technology | 118,400 | — | 118,400 | ||||||||||
FOLOTYN Ex-U.S. and Canada distribution rights | 27,900 | — | 27,900 | ||||||||||
Goodwill | 27,550 | (1,065 | ) | 26,485 | |||||||||
Total assets acquired | 267,793 | (1,065 | ) | 266,728 | |||||||||
Accounts payable & accrued liabilities | 25,716 | — | 25,716 | ||||||||||
Mundipharma R&D expense liability | 12,300 | — | 12,300 | ||||||||||
Deferred payment contingency | 2,200 | — | 2,200 | ||||||||||
Deferred tax liabilities, net | 22,373 | (1,065 | ) | 21,308 | |||||||||
Total liabilities assumed | 62,589 | (1,065 | ) | 61,524 | |||||||||
Net assets acquired | $ | 205,204 | $ | — | $ | 205,204 | |||||||
Revolving_Line_of_Credit_Table
Revolving Line of Credit (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Debt Disclosure [Abstract] | ' | ||||
Maximum Consolidated Leverage Ratio | ' | ||||
• | The Company may not permit the consolidated leverage ratio at any time set forth below to be greater than the ratio set forth below opposite such period: | ||||
Measurement Period Ending | Maximum | ||||
Consolidated | |||||
Leverage Ratio | |||||
Closing Date through September 30, 2012 | 2.00 to 1.00 | ||||
December 31, 2012 and each fiscal quarter thereafter | 1.50 to 1.00 |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories, Net of Allowances | ' | ||||||||
Inventories consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
($ in ‘000’s) | |||||||||
Raw materials | $ | 887 | $ | 1,213 | |||||
Work in process | 7,302 | 4,726 | |||||||
Finished goods | 6,289 | 4,823 | |||||||
$ | 14,478 | $ | 10,762 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment | ' | ||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
($ in ‘000’s) | |||||||||
Computers and software | $ | 4,540 | $ | 1,656 | |||||
Lab and media equipment | 886 | 886 | |||||||
Office furniture and equipment | 1,492 | 899 | |||||||
Leasehold improvements | 2,799 | 2,798 | |||||||
Assets held under capital lease obligations | 146 | 146 | |||||||
9,863 | 6,385 | ||||||||
Less accumulated depreciation and amortization | (7,315 | ) | (3,704 | ) | |||||
$ | 2,548 | $ | 2,681 | ||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
Intangible assets consist of the following ($ in 000’s): | |||||||||||||||||||||
December 31, 2012 (As Restated) | |||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Weighted | |||||||||||||||||
Amount | Amortization | Currency | Amount | Average | |||||||||||||||||
Translation | Amortization | ||||||||||||||||||||
Period (years) | |||||||||||||||||||||
ZEVALIN intangibles — U.S. | $ | 41,900 | $ | (19,735 | ) | $ | — | $ | 22,165 | 10 | |||||||||||
ZEVALIN intangibles — Ex-U.S. | 23,490 | (2,192 | ) | (355 | ) | 20,943 | 10 | ||||||||||||||
FUSILEV intangibles | 16,778 | (2,980 | ) | — | 13,798 | 9 | |||||||||||||||
FOLOTYN Ex-U.S. and Canada distribution rights | 27,900 | (895 | ) | — | 27,005 | 10 | |||||||||||||||
FOLOTYN developed technology | 118,400 | (2,077 | ) | — | 116,323 | 14 | |||||||||||||||
Total intangible assets | $ | 228,468 | $ | (27,879 | ) | $ | (355 | ) | $ | 200,234 | |||||||||||
December 31, 2011 | |||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Weighted | |||||||||||||||||
Amount | Amortization | Currency | Amount | Average | |||||||||||||||||
Translation | Amortization | ||||||||||||||||||||
Period (years) | |||||||||||||||||||||
FUSILEV intangibles | $ | 16,778 | (1,009 | ) | — | 15,769 | 8 | ||||||||||||||
ZEVALIN intangibles — US | 41,900 | $ | (16,015 | ) | $ | — | $ | 25,885 | 7 | ||||||||||||
Total intangible assets | $ | 58,678 | $ | (17,024 | ) | $ | — | $ | 41,654 | ||||||||||||
Future Amortization of Intangible Assets | ' | ||||||||||||||||||||
Future amortization of intangible assets is as follows ($ in 000’s): | |||||||||||||||||||||
Years Ending December 31 (As Restated) | |||||||||||||||||||||
2013 | 19,804 | ||||||||||||||||||||
2014 | 19,804 | ||||||||||||||||||||
2015 | 19,804 | ||||||||||||||||||||
2016 | 19,804 | ||||||||||||||||||||
Thereafter | 121,018 | ||||||||||||||||||||
$ | 200,234 | ||||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||
Changes in the carrying amount of goodwill through December 31, 2012 were as follows: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2012 | |||||||||||||||||||||
(As Restated) | |||||||||||||||||||||
($ in ‘000’s) | |||||||||||||||||||||
Balance at December 31, 2011 | $ | — | |||||||||||||||||||
Acquisition of ZEVALIN Rights | 2,525 | ||||||||||||||||||||
Acquisition of Allos | 4,791 | ||||||||||||||||||||
Foreign exchange translation effects | (37 | ) | |||||||||||||||||||
$ | 7,279 | ||||||||||||||||||||
Accounts_Payable_and_Other_Acc1
Accounts Payable and Other Accrued Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Other Accrued Obligations | ' | ||||||||
Accounts payable and other accrued obligations consist of the following: | |||||||||
December 31, | |||||||||
2012 | 2011 | ||||||||
(As Restated) | (As Restated) | ||||||||
($ in ‘000’s) | |||||||||
Trade payables | $ | 30,814 | $ | 8,310 | |||||
Allowance for rebates | 11,023 | 8,114 | |||||||
Accrued product royalty | 12,275 | 11,003 | |||||||
Allowance for returns | 5,056 | 4,000 | |||||||
Accrued data and distribution fees | 8,449 | 5,866 | |||||||
Accrued GPO administrative fees | 2,650 | 2,562 | |||||||
Inventory management fee | 3,050 | 1,380 | |||||||
Accrued income taxes | 2,522 | 1,409 | |||||||
Allowance for chargebacks | 15,153 | 950 | |||||||
Other accrued obligations | 2,819 | 9,682 | |||||||
$ | 93,811 | $ | 53,276 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of Income (Loss) Before Provision for Income Taxes | ' | ||||||||||||
The components of income (loss) before provision for income taxes are as follows: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
United States | $ | 82,165 | $ | 53,834 | $ | (47,088 | ) | ||||||
Foreign | (2,235 | ) | (199 | ) | (19 | ) | |||||||
Total | $ | 79,930 | $ | 53,635 | $ | (47,107 | ) | ||||||
Provision/(Benefit) for Income Taxes | ' | ||||||||||||
The provision/(benefit) for income taxes consist of the following: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 16,222 | $ | 1,255 | $ | (128 | ) | ||||||
State | 3,412 | 2,449 | 82 | ||||||||||
Foreign | — | — | 3 | ||||||||||
$ | 19,634 | $ | 3,704 | $ | (43 | ) | |||||||
Deferred: | |||||||||||||
Federal | (24,013 | ) | — | — | |||||||||
State | (9,892 | ) | — | — | |||||||||
Foreign | — | — | — | ||||||||||
Total | $ | (14,271 | ) | $ | 3,704 | $ | (43 | ) | |||||
Income Tax Provision/(Benefit) Differs from Computed Using Federal Statutory Rate Applied to Income Before Taxes | ' | ||||||||||||
The income tax provision/(benefit) differs from that computed using the federal statutory rate applied to income before taxes as follows: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As Restated) | (As Restated) | (As Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Tax provision (benefit) computed at the federal statutory rate | $ | 27,975 | $ | 18,250 | $ | (16,035 | ) | ||||||
State tax, net of federal benefit | 2,442 | 2,918 | (1,993 | ) | |||||||||
Expired tax attributes | — | 385 | 32,236 | ||||||||||
Research credits | (2,129 | ) | (1,464 | ) | (406 | ) | |||||||
Benefits from credit study | (4,148 | ) | — | — | |||||||||
Common stock warrant liability | — | 1,186 | (928 | ) | |||||||||
Transaction costs | 1,497 | — | — | ||||||||||
Officers compensation | 2,908 | 3,801 | 572 | ||||||||||
Stock based compensation | 134 | 1,676 | 1,397 | ||||||||||
Permanent items and other | 2,111 | 2,039 | 976 | ||||||||||
Domestic manufacturing deduction | (1,262 | ) | — | — | |||||||||
Tax differential on foreign earnings | 382 | — | — | ||||||||||
Change in tax rate | 338 | — | — | ||||||||||
Valuation allowance | (44,519 | ) | (25,087 | ) | (15,862 | ) | |||||||
Income tax provision (benefit) | $ | (14,271 | ) | $ | 3,704 | $ | (43 | ) | |||||
Components of Company's Deferred Tax Assets | ' | ||||||||||||
A valuation allowance has been recognized to offset the net deferred tax assets as realization of such deferred tax assets has not met the more likely than not threshold. | |||||||||||||
2012 | 2011 | ||||||||||||
(As Restated) | (As Restated) | ||||||||||||
($ in ‘000’s) | |||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carry forwards | $ | 45,391 | $ | 9,483 | |||||||||
Research credits | 1,155 | 7,766 | |||||||||||
Stock based compensation | 2,896 | 2,162 | |||||||||||
Deferred revenue | 4,596 | 9,329 | |||||||||||
Development costs | 5,298 | — | |||||||||||
Depreciation and amortization differences | — | 13,437 | |||||||||||
Returns and allowances | 7,889 | 1,877 | |||||||||||
Other, net | 6,021 | 3,262 | |||||||||||
Total deferred tax assets before valuation allowance | 73,246 | 47,316 | |||||||||||
Valuation allowance | (1,125 | ) | (45,644 | ) | |||||||||
Total deferred tax assets | 72,121 | 1,672 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization differences | (36,372 | ) | — | ||||||||||
Net deferred tax | $ | 35,749 | $ | 1,672 | |||||||||
Summary of Unrecognized Tax Benefits | ' | ||||||||||||
The following tabular reconciliation summarizes activity related to unrecognized tax benefits: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
(As | (As | (As | |||||||||||
Restated) | Restated) | Restated) | |||||||||||
($ in ‘000’s) | |||||||||||||
Balance at Beginning of year | $ | 3,928 | $ | 2,803 | $ | — | |||||||
Adjustments related to prior year tax positions | 665 | 5 | 1,704 | ||||||||||
Increases related to current year tax positions | 2,515 | 1,120 | 1,099 | ||||||||||
Decreases due to settlements | (434 | ) | — | — | |||||||||
Decreases related to prior year tax positions | (1,192 | ) | — | — | |||||||||
Balance at end of year | $ | 5,482 | $ | 3,928 | $ | 2,803 | |||||||
Mundipharma_Agreements_Tables
Mundipharma Agreements (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Text Block [Abstract] | ' | ||||
Deferred Amounts Related to Mundipharma Agreements | ' | ||||
As of December 31, 2012, deferred amounts related to the Mundipharma Agreements consisted of ($ in 000’s): | |||||
December 31, | |||||
2012 | |||||
Deferred development cost liability, current portion | $ | 856 | |||
Deferred development cost liability, less current portion | $ | 11,377 | |||
Deferred payment contingency | 2,287 | ||||
$ | 14,520 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments | ' | ||||
Future minimum lease payments are as follows: | |||||
Year ending December 31, | Operating Leases | ||||
($ in ‘000’s) | |||||
2013 | $ | 1,044 | |||
2014 | 845 | ||||
2015 | 799 | ||||
2016 | 374 | ||||
$ | 3,062 | ||||
Stockholders_Equity_Tables
Stockholder's Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Shares of Common Stock Issuable on Conversion or Exercise of Rights Granted Under Prior Financing Arrangements, Stock Options and Warrants | ' | ||||||||||||||||||||
As of December 31, 2012, approximately 15.8 million shares of common stock were issuable upon conversion or exercise of rights granted under prior financing arrangements, stock options and warrants, as follows: | |||||||||||||||||||||
Conversion of Series E preferred shares | 40,000 | ||||||||||||||||||||
Exercise of stock options | 10,399,265 | ||||||||||||||||||||
Exercise of warrants | 395,000 | ||||||||||||||||||||
Employee stock purchase plan shares reserved for issuance | 4,611,095 | ||||||||||||||||||||
Long-term retention and management incentive plan shares reserved for issuance | 346,500 | ||||||||||||||||||||
Total shares of common stock reserved for future issuances | 15,791,860 | ||||||||||||||||||||
Summary of Warrant Activity | ' | ||||||||||||||||||||
A summary of warrant activity is as follows: | |||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||
Shares | Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding — December 31, 2009 | 11,028,919 | $ | 6.52 | ||||||||||||||||||
Issued | 275,000 | 5.59 | |||||||||||||||||||
Repurchased | (180,000 | ) | 5.16 | ||||||||||||||||||
Expired | (6,931,607 | ) | 6.55 | ||||||||||||||||||
Outstanding — December 31, 2010 | 4,192,312 | 6.45 | |||||||||||||||||||
Exercised | (3,747,312 | ) | 6.62 | ||||||||||||||||||
Outstanding — December 31, 2011 | 445,000 | 5.04 | |||||||||||||||||||
Exercised | (50,000 | ) | 1.79 | ||||||||||||||||||
Outstanding — December 31, 2012 | 395,000 | $ | 5.45 | ||||||||||||||||||
Exercisable — December 31, 2012 | 395,000 | $ | 5.45 | ||||||||||||||||||
Summary of Warrants Outstanding and Exercisable | ' | ||||||||||||||||||||
The following table summarizes information with respect to warrants outstanding and exercisable at December 31, 2012: | |||||||||||||||||||||
Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$2.51 - 5.00 | 75,000 | 2.5 | $ | 3.82 | 75,000 | $ | 3.82 | ||||||||||||||
$5.01 - 6.00 | 120,000 | 0.7 | $ | 5.13 | 120,000 | $ | 5.13 | ||||||||||||||
$6.01 - 7.00 | 200,000 | 3 | $ | 6.26 | 200,000 | $ | 6.26 | ||||||||||||||
395,000 | 395,000 | ||||||||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Weighted Average Assumptions used to Estimate Fair Value of Stock Options Granted | ' | ||||||||||||||||||||
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Expected life (years) | 4.5 | 4.93 | 4.93 | ||||||||||||||||||
Risk-free interest rate | 0.34% – 0.51% | 0.82% – 2.4% | 1.04 – 2.75% | ||||||||||||||||||
Volatility | 64.2% – 73.6% | 55.80% | 70.70% | ||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||||||
A summary of stock option activity is as follows: | |||||||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||||||
Exercise | Remaining | Value (1) | |||||||||||||||||||
Price/Share | Contractual | ||||||||||||||||||||
Term (Years) | |||||||||||||||||||||
Outstanding — December 31, 2009 | 7,945,245 | 4.04 | |||||||||||||||||||
Granted (weighted-average fair value of $2.87 per share) | 3,350,070 | 4.26 | |||||||||||||||||||
Exercised | (1,135,340 | ) | 3.21 | ||||||||||||||||||
Forfeited | (1,347,786 | ) | 4.04 | ||||||||||||||||||
Cancelled | (415,095 | ) | 5.45 | ||||||||||||||||||
Outstanding — December 31, 2010 | 8,397,094 | 4.17 | |||||||||||||||||||
Granted (weighted-average fair value of $2.65 per share) | 3,622,150 | 7.92 | |||||||||||||||||||
Exercised | (1,126,257 | ) | 4.07 | ||||||||||||||||||
Forfeited | (547,479 | ) | 4.81 | ||||||||||||||||||
Expired | (159,987 | ) | 5.17 | ||||||||||||||||||
Outstanding — December 31, 2011 | 10,185,521 | $ | 5.46 | ||||||||||||||||||
Granted (weighted-average fair value of $6.20 per share) | 1,821,915 | 11.57 | |||||||||||||||||||
Exercised | (1,287,430 | ) | 4.52 | ||||||||||||||||||
Forfeited | (316,825 | ) | 7.93 | ||||||||||||||||||
Expired | (3,916 | ) | 7.69 | ||||||||||||||||||
Outstanding — December 31, 2012 | 10,399,265 | $ | 6.57 | 7.2 | $ | 48,875,253 | |||||||||||||||
Vested (exercisable) — December 31, 2012 | 6,718,117 | $ | 5.34 | 6.3 | $ | 39,409,542 | |||||||||||||||
Unvested (unexercisable) — December 31, 2012 | 3,681,148 | $ | 8.82 | 8.8 | $ | 9,465,711 | |||||||||||||||
-1 | Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of the common stock on December 31, 2012, which was $11.19 per share. | ||||||||||||||||||||
Summary of Stock Options Outstanding and Exercisable | ' | ||||||||||||||||||||
The following table summarizes information with respect to stock options outstanding and exercisable at December 31, 2012: | |||||||||||||||||||||
Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$0.92 – 3.15 | 1,463,108 | 4.8 | $ | 2.14 | 1,459,594 | $ | 2.14 | ||||||||||||||
$3.55 – 4.95 | 2,317,175 | 6.4 | $ | 4.29 | 1,743,145 | $ | 4.31 | ||||||||||||||
$5.05 – 6.90 | 3,000,125 | 6.5 | $ | 6.27 | 2,321,076 | $ | 6.12 | ||||||||||||||
$7.00 – 8.99 | 1,656,963 | 8.4 | $ | 8.28 | 838,432 | $ | 8.29 | ||||||||||||||
$9.00 – 16.32 | 1,961,894 | 9.8 | $ | 11.59 | 355,870 | $ | 11.4 | ||||||||||||||
10,399,265 | 6,718,117 | ||||||||||||||||||||
Summary of Restricted Stock Activity | ' | ||||||||||||||||||||
A summary of restricted stock activity is as follows: | |||||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||||
Restricted | Grant Date | ||||||||||||||||||||
Shares | Fair Value | ||||||||||||||||||||
Non-vested — December 31, 2009 | 353,125 | 2.32 | |||||||||||||||||||
Granted | 390,000 | 4.48 | |||||||||||||||||||
Vested | (261,500 | ) | 3.58 | ||||||||||||||||||
Forfeited | (122,125 | ) | 1.87 | ||||||||||||||||||
Non-vested — December 31, 2010 | 359,500 | 3.96 | |||||||||||||||||||
Granted | 1,781,000 | 12.48 | |||||||||||||||||||
Vested | (1,104,025 | ) | 12.33 | ||||||||||||||||||
Forfeited | (83,950 | ) | 4.78 | ||||||||||||||||||
Non-vested — December 31, 2011 | 952,525 | 10.11 | |||||||||||||||||||
Granted | 586,639 | 11.76 | |||||||||||||||||||
Vested | (472,160 | ) | 10.26 | ||||||||||||||||||
Forfeited | (32,400 | ) | 9.57 | ||||||||||||||||||
Non-vested — December 31, 2012 | 1,034,604 | $ | 11 | ||||||||||||||||||
Issued Shares of Common Stock | ' | ||||||||||||||||||||
We issued shares of common stock as a 401(k) match of employee contribution as follows: | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Shares of common stock issued | 56,254 | 65,889 | 136,121 | ||||||||||||||||||
Match contribution value | $ | 691,000 | $ | 593,000 | $ | 598,000 | |||||||||||||||
Restricted stock awards [Member] | ' | ||||||||||||||||||||
Fair Value of Restricted Stock Awards | ' | ||||||||||||||||||||
The fair value of restricted stock awards is the quoted market price of our stock on the grant date, and is charged to expense over the period of vesting. These awards are subject to forfeiture to the extent that the recipient’s service is terminated prior to the shares becoming vested. | |||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||
Stock-based charge in connection with the expensing of restricted stock awards | $ | 6.5 million | $ | 4.1 million | $ | 974,000 |
Longterm_Retention_and_Managem1
Long-term Retention and Management Incentive Plan (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||
Key Inputs used to Estimate Awards' Fair Value | ' | ||||
The key inputs used to estimate the awards’ fair value include the following: | |||||
Term of Incentive Plan | 5 Years | ||||
Estimated trading days from grant to end of market condition period | 1,260 | ||||
Average stock price on date of grant | $ | 9.29 | |||
Number of common shares outstanding proximate to grant date | 52,041,781 | ||||
Maximum number of options expected to exercise during term | 8,397,094 | ||||
Expected annual stock volatility | 65 | % | |||
Expected return on common equity | 15 | % |
Gross_to_Net_Product_Sales_Tab
Gross to Net Product Sales (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Reconciliation of Gross to Net Product Sales | ' | ||||||||||||
A reconciliation of gross to net product sales for the years ended December 31, 2012, 2011 and 2010 is as follows: | |||||||||||||
2012 | 2011 | 2010 | |||||||||||
($ in ‘000’s) | |||||||||||||
Gross product sales | $ | 383,817 | $ | 220,670 | $ | 83,598 | |||||||
Government rebates, commercial rebates and chargebacks | (91,059 | ) | (22,190 | ) | (15,490 | ) | |||||||
Data, distribution and GPO fees | (32,793 | ) | (11,637 | ) | (1,650 | ) | |||||||
Prompt pay discount | (4,814 | ) | (4,086 | ) | (1,448 | ) | |||||||
Product returns allowance | (159 | ) | (2,094 | ) | (4,089 | ) | |||||||
Product sales, net | $ | 254,992 | $ | 180,663 | $ | 60,921 | |||||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Quarterly Financial Data | ' | ||||||||||||||||
A summary of quarterly financial data (As Reported) (unaudited) is as follows ($ in 000’s except per share data): | |||||||||||||||||
Quarter Ended (As Reported) | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenues | $ | 59,859 | $ | 68,702 | $ | 69,042 | $ | 70,104 | |||||||||
Operating income | $ | 23,103 | $ | 22,562 | $ | 22,756 | $ | 11,403 | |||||||||
Net income | $ | 46,542 | $ | 18,070 | $ | 21,312 | $ | 8,621 | |||||||||
Net income per share, basic | $ | 0.8 | $ | 0.31 | $ | 0.36 | $ | 0.15 | |||||||||
Net income per share, diluted | $ | 0.71 | $ | 0.29 | $ | 0.33 | $ | 0.13 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||
Total revenues | $ | 43,598 | $ | 45,362 | $ | 51,024 | $ | 52,979 | |||||||||
Operating income | $ | 17,507 | $ | 9,917 | $ | 18,050 | $ | 9,658 | |||||||||
Net income | $ | 12,777 | $ | 7,204 | $ | 20,255 | $ | 8,281 | |||||||||
Net income per share, basic | $ | 0.25 | $ | 0.14 | $ | 0.38 | $ | 0.15 | |||||||||
Net income per share, diluted | $ | 0.23 | $ | 0.12 | $ | 0.34 | $ | 0.13 | |||||||||
A summary of quarterly financial data (As Restated) (unaudited) is as follows ($ in 000’s except per share data): | |||||||||||||||||
Quarter Ended (As Restated) | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenues | $ | 59,859 | $ | 68,702 | $ | 69,042 | $ | 70,104 | |||||||||
Operating income | $ | 23,596 | $ | 23,028 | $ | 23,109 | $ | 11,041 | |||||||||
Net income | $ | 46,838 | $ | 18,350 | $ | 21,524 | $ | 7,489 | |||||||||
Net income per share, basic | $ | 0.8 | $ | 0.31 | $ | 0.37 | $ | 0.13 | |||||||||
Net income per share, diluted | $ | 0.72 | $ | 0.29 | $ | 0.33 | $ | 0.12 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||
Total revenues | $ | 43,598 | $ | 45,362 | $ | 51,024 | $ | 52,979 | |||||||||
Operating income | $ | 17,825 | $ | 10,141 | $ | 18,363 | $ | 10,217 | |||||||||
Net income | $ | 13,095 | $ | 7,428 | $ | 20,568 | $ | 8,840 | |||||||||
Net income per share, basic | $ | 0.26 | $ | 0.14 | $ | 0.38 | $ | 0.16 | |||||||||
Net income per share, diluted | $ | 0.24 | $ | 0.13 | $ | 0.35 | $ | 0.15 |
Nature_of_Business_Additional_
Nature of Business - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Dec. 31, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
Selling, general and administrative [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Research and development [Member] | Amortization of purchased intangible assets [Member] | In-process research and development [Member] | Accounts Payable And Accrued Liabilities [Member] | Research and development and sales and marketing activities [Member] | |||
Liabilities as part of business combination [Member] | |||||||
Change in amount recorded in financial statement | ' | ' | ' | $2,100,000 | ' | $1,000,000 | $6,200,000 |
Understatement of intangible asset amortization | ' | ' | ' | ' | 2,100,000 | ' | ' |
Accumulated deficit | ' | 4,200,000 | 2,800,000 | ' | ' | ' | ' |
Decrease in accumulated deficit for cumulative expenses | $1,000,000 | ' | ' | ' | ' | ' | ' |
Nature_of_Business_Restatement
Nature of Business - Restatement Corrections and Other Immaterial Adjustments on Consolidated Balance Sheet (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Intangible assets, net | ' | $41,654 |
As Reported [Member] | ' | ' |
Intangible assets, net | 202,311 | 41,654 |
Goodwill | 28,973 | ' |
Other assets | 7,569 | 1,361 |
Total assets | 506,274 | 280,780 |
Accounts payable and other accrued obligations | 95,297 | 54,771 |
Accrued drug development costs | 15,109 | 9,678 |
Total current liabilities | 128,397 | 78,537 |
Total liabilities | 221,428 | 92,873 |
Accumulated deficit | -179,320 | -261,883 |
Total stockholders' equity | 284,846 | 187,907 |
As Restated [Member] | ' | ' |
Intangible assets, net | 200,234 | 41,654 |
Goodwill | 7,279 | ' |
Deferred tax asset | 23,276 | ' |
Other assets | 6,745 | 1,361 |
Total assets | 504,955 | 280,780 |
Accounts payable and other accrued obligations | 93,811 | 53,276 |
Accrued drug development costs | 11,441 | 6,994 |
Total current liabilities | 123,243 | 74,358 |
Total liabilities | 216,274 | 88,694 |
Accumulated deficit | -175,485 | -257,704 |
Total stockholders' equity | $288,681 | $192,086 |
Nature_of_Business_Restatement1
Nature of Business - Restatement Corrections and Other Immaterial Adjustments on Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | $91,965 | $72,553 | $48,550 |
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | 42,544 | 27,720 | 57,301 |
Amortization of purchased intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 6,741 | 3,720 | 3,720 |
Total operating costs and expenses | ' | ' | ' | ' | ' | ' | ' | ' | 187,883 | 137,831 | 127,010 |
Income (loss) from operations | 11,403 | 22,756 | 22,562 | 23,103 | 9,658 | 18,050 | 9,917 | 17,507 | 79,824 | 55,132 | -52,897 |
Income before provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 78,980 | 52,221 | -48,887 |
Benefit (provision) benefit for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 15,565 | -3,704 | 43 |
Net income (loss) | 8,621 | 21,312 | 18,070 | 46,542 | 8,281 | 20,255 | 7,204 | 12,777 | 94,545 | 48,517 | -48,844 |
Net income (loss) per share, basic | $0.15 | $0.36 | $0.31 | $0.80 | $0.15 | $0.38 | $0.14 | $0.25 | $1.61 | $0.91 | ($0.99) |
Net income (loss) per share, diluted | $0.13 | $0.33 | $0.29 | $0.71 | $0.13 | $0.34 | $0.12 | $0.23 | $1.46 | $0.84 | ($0.99) |
As Restated [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 89,922 | 72,197 | 47,411 |
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | 41,560 | 26,662 | 56,660 |
Amortization of purchased intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 8,818 | 3,720 | 3,720 |
Total operating costs and expenses | ' | ' | ' | ' | ' | ' | ' | ' | 186,933 | 136,417 | 125,230 |
Income (loss) from operations | 11,041 | 23,109 | 23,028 | 23,596 | 10,217 | 18,363 | 10,141 | 17,825 | 80,774 | 56,546 | -51,117 |
Income before provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 79,930 | 53,635 | -47,107 |
Benefit (provision) benefit for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 14,271 | -3,704 | 43 |
Net income (loss) | $7,489 | $21,524 | $18,350 | $46,838 | $8,840 | $20,568 | $7,428 | $13,095 | $94,201 | $49,931 | ($47,064) |
Net income (loss) per share, basic | $0.13 | $0.37 | $0.31 | $0.80 | $0.16 | $0.38 | $0.14 | $0.26 | $1.61 | $0.94 | ($0.95) |
Net income (loss) per share, diluted | $0.12 | $0.33 | $0.29 | $0.72 | $0.15 | $0.35 | $0.13 | $0.24 | $1.46 | $0.86 | ($0.95) |
Nature_of_Business_Restatement2
Nature of Business - Restatement Corrections and Other Immaterial Adjustments on Condensed Consolidated Statements of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $8,621 | $21,312 | $18,070 | $46,542 | $8,281 | $20,255 | $7,204 | $12,777 | $94,545 | $48,517 | ($48,844) |
Total comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 95,045 | 48,382 | -48,844 |
As Restated [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 7,489 | 21,524 | 18,350 | 46,838 | 8,840 | 20,568 | 7,428 | 13,095 | 94,201 | 49,931 | -47,064 |
Total comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | $94,701 | $49,796 | ($47,086) |
Nature_of_Business_Restatement3
Nature of Business - Restatement Corrections and Other Immaterial Adjustments on Consolidated Statements of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Reported [Member] | ' | ' | ' |
Net income (loss) | $94,545 | $48,517 | ($48,844) |
Changes in operating expenses and liabilities: | ' | ' | ' |
Depreciation and amortization | 10,166 | 5,650 | 4,506 |
Accounts payable and other accrued obligations | 24,787 | 16,067 | 21,546 |
Accrued drug development costs | 3,360 | 4,577 | 503 |
Net cash provided by (used in) operating activities | 71,959 | 43,288 | -22,544 |
As Restated [Member] | ' | ' | ' |
Net income (loss) | 94,201 | 49,931 | -47,064 |
Changes in operating expenses and liabilities: | ' | ' | ' |
Depreciation and amortization | 12,243 | 5,650 | 4,506 |
Accounts payable and other accrued obligations | 24,038 | 15,711 | 20,407 |
Accrued drug development costs | 2,376 | 3,519 | -138 |
Net cash provided by (used in) operating activities | $71,959 | $43,288 | ($22,544) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2012 | |
Segment | FUSILEV [Member] | Minimum [Member] | Maximum [Member] | ZEVALIN Rights [Member] | Allos Therapeutics, Inc. [Member] | Allos Therapeutics, Inc. [Member] | RIT Oncology, LLC [Member] | RIT Oncology, LLC [Member] | Canadian affiliate [Member] | ||||
Subsidiary | Developed Technology - FOLOTYN [Member] | FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | |||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subsidiaries | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Canadian affiliate owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Fund made out of expenditure | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segment | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and marketable securities, including long term bank certificates of deposits, and investments, total | $145,500,000 | $170,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted certificates of deposit | 250,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period where no securities had been in a continuous unrealized loss position | 'One year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of weighted-average cost of capital | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in fair value of common stock warrants | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of common stock warrants | 3,747,312 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total aggregate exercise price of warrants | ' | 24,808,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold percentage of total consolidated gross product sales to respective customer | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold percentage of net receivables owed by customer | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory reserve | 4,188,000 | 1,343,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory reserve recorded against cost of goods sold | 4,264,000 | 1,320,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of rights acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Remaining percentage of rights acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Amortized cost of goods sold estimated useful life | ' | ' | ' | ' | '8 years 8 months 12 days | '1 year | '10 years | '9 years 6 months | ' | ' | ' | ' | ' |
Achievement of milestone capitalized | ' | ' | ' | ' | 16,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | '14 years | '10 years | ' | ' | ' |
Number of days customer allowed to the return the product | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer return the product before the expiration period | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for sales returns | 4,900,000 | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation allowances against deferred tax assets | $1,100,000 | $45,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Investments (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Schedule of Investments [Line Items] | ' | ' |
Cash and cash equivalents, Amortized Cost | $139,698 | $121,202 |
Cash and cash equivalents, marketable securities, Amortized Cost | 144,755 | 170,580 |
Cash and cash equivalents, Gross Unrealized Gains | ' | ' |
Cash and cash equivalents, marketable securities, Gross Unrealized Gains | 733 | ' |
Cash and cash equivalents, Gross Unrealized Losses | ' | ' |
Cash and cash equivalents, marketable securities, Gross Unrealized Losses | ' | 29 |
Cash and cash equivalents, Estimate fair Value | 139,698 | 121,202 |
Cash and cash equivalents, marketable securities, Estimated fair Value | 145,488 | 170,551 |
Cash and cash equivalents | 139,698 | 121,202 |
Marketable Security, Current | 3,310 | 40,060 |
Marketable Security, Long Term | 2,480 | 9,289 |
Bank CDs [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Marketable security, Amortized Cost | 987 | 27,845 |
Marketable security, Gross Unrealized Gains | ' | ' |
Marketable security, Gross Unrealized Losses | ' | ' |
Marketable security, Estimated fair Value | 987 | 27,845 |
Cash and cash equivalents | ' | ' |
Marketable Security, Current | 987 | 18,562 |
Marketable Security, Long Term | ' | 9,283 |
Money market currency funds [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Marketable security, Amortized Cost | 2,323 | 14,485 |
Marketable security, Gross Unrealized Gains | ' | ' |
Marketable security, Gross Unrealized Losses | ' | ' |
Marketable security, Estimated fair Value | 2,323 | 14,485 |
Cash and cash equivalents | ' | ' |
Marketable Security, Current | 2,323 | 14,485 |
Marketable Security, Long Term | ' | ' |
Other securities (included in other assets) [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Marketable security, Amortized Cost | 1,747 | 35 |
Marketable security, Gross Unrealized Gains | 733 | ' |
Marketable security, Gross Unrealized Losses | ' | 29 |
Marketable security, Estimated fair Value | 2,480 | 6 |
Cash and cash equivalents | ' | ' |
Marketable Security, Current | ' | ' |
Marketable Security, Long Term | 2,480 | 6 |
U.S. Government securities [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Marketable security, Amortized Cost | ' | 7,013 |
Marketable security, Gross Unrealized Gains | ' | ' |
Marketable security, Gross Unrealized Losses | ' | ' |
Marketable security, Estimated fair Value | ' | 7,013 |
Cash and cash equivalents | ' | ' |
Marketable Security, Current | ' | 7,013 |
Marketable Security, Long Term | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Carrying Values of Our Assets and Liabilities at Fair Value On Recurring Basis (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Cash and equivalents | $139,698 | $121,202 |
Cash and equivalents, and marketable securities and investments | 143,008 | 170,545 |
Deferred compensation investments, including life insurance cash surrender value | 2,881 | 972 |
Other securities | 2,480 | 6 |
Total Assets | 148,369 | 171,523 |
Liabilities: | ' | ' |
Deferred executive compensation liability | 2,365 | 969 |
Deferred development costs | 12,233 | ' |
Deferred payment contingency | 2,287 | ' |
Contingent value right | ' | ' |
Total Liabilities | 16,885 | 969 |
Bank CDs [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | 987 | 27,845 |
Money market currency funds [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | 2,323 | 14,485 |
U.S. Government securities [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | ' | 7,013 |
Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Cash and equivalents | 139,698 | 121,202 |
Cash and equivalents, and marketable securities and investments | 139,698 | 121,202 |
Other securities | 2,480 | 6 |
Total Assets | 142,178 | 121,208 |
Liabilities: | ' | ' |
Contingent value right | ' | ' |
Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Cash and equivalents, and marketable securities and investments | 3,310 | 49,343 |
Deferred compensation investments, including life insurance cash surrender value | 2,881 | 972 |
Total Assets | 6,191 | 50,315 |
Liabilities: | ' | ' |
Deferred executive compensation liability | 2,365 | 969 |
Contingent value right | ' | ' |
Total Liabilities | 2,365 | 969 |
Level 2 [Member] | Bank CDs [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | 987 | 27,845 |
Level 2 [Member] | Money market currency funds [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | 2,323 | 14,485 |
Level 2 [Member] | U.S. Government securities [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities, fair value | ' | 7,013 |
Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Deferred development costs | 12,233 | ' |
Deferred payment contingency | 2,287 | ' |
Contingent value right | ' | ' |
Total Liabilities | $14,520 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Carrying Values of Our Assets and Liabilities at Fair Value On Recurring Basis (Parenthetical) (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value Disclosures [Abstract] | ' | ' |
Restricted certificate of deposit | $250,000 | $500,000 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Activity of Level 3 Inputs Measured on Recurring Basis (Detail) (USD $) | 12 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
Deferred development costs [Member] | Deferred payment contingency [Member] | Contingent right value [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' |
Beginning balance | $3,904 | $14,520 | ' | ' | ' |
Transfers in / (out) of Level 3 | ' | ' | 12,233 | 2,287 | ' |
Adjustments resulting from change in value of warrants recognized in earnings | 3,488 | ' | ' | ' | ' |
Adjustments resulting from exercise of warrants recognized in equity | -7,392 | ' | ' | ' | ' |
Ending balance | ' | $14,520 | ' | ' | ' |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Summary of Customers Represent 10% or More of Total Consolidated Gross Product Sales (Detail) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Oncology Supply [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of total consolidated gross product sales to respective customer | 26.50% | 57.00% | 45.70% |
McKesson Specialty [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of total consolidated gross product sales to respective customer | 23.20% | 19.10% | ' |
ICS [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of total consolidated gross product sales to respective customer | 19.40% | ' | ' |
Cardinal Health [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of total consolidated gross product sales to respective customer | 15.70% | ' | ' |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Summary of Customers Represent 10% or More of Net Receivables (Detail) | Dec. 31, 2012 | Dec. 31, 2011 |
Oncology Supply [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Percentage of net receivables | 37.70% | 26.80% |
McKesson Specialty [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Percentage of net receivables | 26.00% | 54.10% |
ICS [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Percentage of net receivables | 19.10% | ' |
Recovered_Sheet1
Summary of Significant Accounting Policies - Summary of Allowance for Inventory Reserves (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Inventory Disclosure [Abstract] | ' | ' | ' |
Balance at beginning of period | $1,343 | $50 | ' |
Net additions charged to expense | 4,264 | 1,320 | 50 |
Deductions | -1,419 | -27 | ' |
Balance at end of period | $4,188 | $1,343 | $50 |
Recovered_Sheet2
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2012 | |
Computers and software [Member] | Minimum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '3 years |
Computers and software [Member] | Maximum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '5 years |
Office furniture and equipment [Member] | Minimum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '5 years |
Office furniture and equipment [Member] | Maximum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '7 years |
Lab and media equipment [Member] | Minimum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '2 years |
Lab and media equipment [Member] | Maximum [Member] | ' |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | ' |
Estimated useful life | '7 years |
Recovered_Sheet3
Summary of Significant Accounting Policies - Weighted-Average Amortization Period for Such Intangible Assets Acquired (Detail) (Allos Therapeutics, Inc. [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' |
Total identifiable intangible assets | $146,300 |
Developed Technology - FOLOTYN [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Intangible Assets Acquired | 118,400 |
Weighted-Average Amortization Period | '14 years |
FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Intangible Assets Acquired | $27,900 |
Weighted-Average Amortization Period | '10 years |
Recovered_Sheet4
Summary of Significant Accounting Policies - Basic and Diluted Net Income (Loss) Per Share Using Weighted Average Number of Common Shares Outstanding (Detail) (As Restated [Member], USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings Per Share, Basic | $0.13 | $0.37 | $0.31 | $0.80 | $0.16 | $0.38 | $0.14 | $0.26 | $1.61 | $0.94 | ($0.95) |
Earnings Per Share, Diluted | $0.12 | $0.33 | $0.29 | $0.72 | $0.15 | $0.35 | $0.13 | $0.24 | $1.46 | $0.86 | ($0.95) |
Net income (loss) | $7,489 | $21,524 | $18,350 | $46,838 | $8,840 | $20,568 | $7,428 | $13,095 | $94,201 | $49,931 | ($47,064) |
Basic earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | 58,588,916 | 53,272,767 | 49,502,854 |
Dilutive preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | 40,000 | ' |
Dilutive options | ' | ' | ' | ' | ' | ' | ' | ' | 4,749,299 | 4,185,224 | ' |
Change in shares related to Targent and Management incentive plan milestones as if they had been issued at the beginning of the quarter earned | ' | ' | ' | ' | ' | ' | ' | ' | ' | 248,193 | ' |
Incremental shares assumed issued on exercise of in the money warrants | ' | ' | ' | ' | ' | ' | ' | ' | 224,437 | 200,656 | ' |
Unvested restricted stock | ' | ' | ' | ' | ' | ' | ' | ' | 1,034,604 | 12,874 | ' |
Diluted earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | 64,637,256 | 57,959,714 | 49,502,854 |
Net loss - attributable to Spectrum Pharmaceuticals, Inc. stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -47,064 |
Less: Preferred dividends paid in cash or stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss attributable to Spectrum stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($47,064) |
Weighted average shares issued and outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,502,854 |
Basic and diluted net loss per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.95) |
Recovered_Sheet5
Summary of Significant Accounting Policies - Number of Shares Excluded from Computation of Diluted Earnings Per Share (Detail) | 12 Months Ended |
Dec. 31, 2010 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive excluded from computation of earnings per share amount | 9,352,247 |
Series E convertible voting preferred stock [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive excluded from computation of earnings per share amount | 52,000 |
Antidilutive options [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive excluded from computation of earnings per share amount | 5,157,935 |
Exercise of warrants [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive excluded from computation of earnings per share amount | 4,142,312 |
Recovered_Sheet6
Summary of Significant Accounting Policies - Share-Based Employee Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Share-based employee compensation expense | $14,884,000 | $22,237,000 | $8,285,000 |
Research and development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Share-based employee compensation expense | 1,843,000 | 1,628,000 | 2,484,000 |
Selling, general and administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Share-based employee compensation expense | $13,041,000 | $20,609,000 | $5,801,000 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 05, 2012 | |
USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | Allos Therapeutics, Inc. [Member] | Allos Therapeutics, Inc. [Member] | Allos Therapeutics, Inc. [Member] | |
USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | Marketing rights and customer relationships [Member] | Patent life [Member] | USD ($) | USD ($) | USD ($) | ||||||
Country | USD ($) | EUR (€) | Country | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of countries outside U.S. approved ZEVALIN for treatment | ' | ' | ' | ' | ' | 40 | ' | ' | ' | ' | ' | ' | 40 | ' | ' | ' | ' | ' |
Fees paid to Bayer for acquiring licensing rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,400,000 | € 19,000,000 | ' | ' | ' | ' | ' | ' |
ZEVALIN Rights related transaction costs expense | ' | ' | ' | ' | ' | 687,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flow period in determining intangible assets fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '22 years | ' | ' | ' | ' |
Intangible assets discount rate | ' | ' | ' | ' | ' | ' | ' | ' | 14.00% | 26.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated cash flows of identified intangible assets | ' | ' | ' | '1 year | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Amortization of purchased intangible assets | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' |
Total number of acquired shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,259,850 |
Percentage of common shares acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 89.98% |
Acquisition price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.82 |
Additional amount equal to the purchase price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | ' |
Transaction costs expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | ' |
The excess of the purchase price over the fair value of the net assets acquired | 4,800,000 | ' | ' | ' | ' | 2,525,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues of Allos from date of acquisition | 254,992,000 | 180,663,000 | 60,921,000 | ' | ' | 30,300,000 | 27,600,000 | 29,000,000 | ' | ' | ' | ' | ' | ' | ' | 20,800,000 | ' | ' |
Losses of Allos from date of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,900,000 | ' | ' |
Acquisitions_AcquisitionDate_F
Acquisitions - Acquisition-Date Fair Value of Consideration Transferred (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
ZEVALIN [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash consideration | $25,435 |
Total liabilities assumed | 580 |
Total purchase consideration | 26,015 |
Allos Therapeutics, Inc. [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash consideration | 205,204 |
Contingent value right | ' |
Total purchase consideration | $205,204 |
Acquisitions_Summary_of_Alloca
Acquisitions - Summary of Allocation of Total Purchase Price to Net Assets Acquired and Included in Consolidated Balance Sheet (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Business Acquisition [Line Items] | ' |
Goodwill | $4,800 |
Mundipharma R&D expense liability | 12,300 |
ZEVALIN [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible Assets | 23,490 |
Goodwill | 2,525 |
Total liabilities assumed | 580 |
Net assets acquired | 26,015 |
ZEVALIN [Member] | ZEVALIN product line/marketing rights [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible Assets | 19,810 |
ZEVALIN [Member] | Customer relationships [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible Assets | 3,680 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | Provisional Estimated Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | 71,940 |
Accounts receivable | 6,835 |
Related party receivable | 10,482 |
Inventory | 2,246 |
Other current assets | 1,527 |
Fixed assets | 913 |
Goodwill | 27,550 |
Total assets acquired | 267,793 |
Accounts payable & accrued liabilities | 25,716 |
Mundipharma R&D expense liability | 12,300 |
Deferred payment contingency | 2,200 |
Deferred tax liabilities, net | 22,373 |
Total liabilities assumed | 62,589 |
Net assets acquired | 205,204 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | Subsequent Change in Valuation Estimate [Member] | ' |
Business Acquisition [Line Items] | ' |
Goodwill | -1,065 |
Total assets acquired | -1,065 |
Deferred tax liabilities, net | -1,065 |
Total liabilities assumed | -1,065 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | Revised Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | 71,940 |
Accounts receivable | 6,835 |
Related party receivable | 10,482 |
Inventory | 2,246 |
Other current assets | 1,527 |
Fixed assets | 913 |
Goodwill | 26,485 |
Total assets acquired | 266,728 |
Accounts payable & accrued liabilities | 25,716 |
Mundipharma R&D expense liability | 12,300 |
Deferred payment contingency | 2,200 |
Deferred tax liabilities, net | 21,308 |
Total liabilities assumed | 61,524 |
Net assets acquired | 205,204 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | FOLOTYN developed technology [Member] | Provisional Estimated Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 118,400 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | FOLOTYN developed technology [Member] | Revised Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 118,400 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | Provisional Estimated Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 27,900 |
As Restated [Member] | Allos Therapeutics, Inc. [Member] | FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | Revised Fair Value [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | $27,900 |
Acquisitions_WeightedAverage_A
Acquisitions - Weighted-Average Amortization Period for Such Intangible Assets Acquired (Detail) (Allos Therapeutics, Inc. [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' |
Total identifiable intangible assets | $146,300 |
Developed Technology - FOLOTYN [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Intangible Assets Acquired | 118,400 |
Amortization Period | '14 years |
FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair Value of Intangible Assets Acquired | $27,900 |
Amortization Period | '10 years |
Acquisitions_Schedule_of_Unaud
Acquisitions - Schedule of Unaudited Pro forma Results of Operations (Detail) (Allos Therapeutics, Inc. [Member], As Restated [Member], USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2011 |
Allos Therapeutics, Inc. [Member] | As Restated [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total revenues | $299,116 | $269,012 |
Income from continuing operations | 51,028 | 14,745 |
Net income | $58,157 | $5,474 |
Basic net income per share | $0.99 | $0.10 |
Diluted net income per share | $0.90 | $0.09 |
Revolving_Line_of_Credit_Addit
Revolving Line of Credit - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Sep. 05, 2012 | |
Basis | ||
Line of Credit Facility [Line Items] | ' | ' |
Credit agreement revolving line of credit facility | $75,000,000 | ' |
Line of credit facility maximum borrowing capacity | 125,000,000 | ' |
Credit Facility expires date | 5-Sep-14 | ' |
Line of credit facility bears interest rate | 4.25% | ' |
LIBOR floor base rate | 1.00% | ' |
Interest expense | 489,000 | ' |
Loan costs and fees will be amortized using the effective interest method over 24 months | 976,000 | ' |
Amortization expense included in interest expense in the consolidated statement of income | 164,000 | ' |
Percentage of maximum amount of unused line fee | 0.63% | ' |
Percentage of minimum amount of unused line fee | 0.38% | ' |
Applicable margin for credit facility based on consolidated interest coverage ratio, Maximum | 3 | ' |
Applicable margin for credit facility based on consolidated interest coverage ratio, Minimum | 1 | ' |
Revolving credit facility, amount | ' | 50,000,000 |
Letters of credit outstanding revolving credit facility | $75,000,000 | ' |
Leverage ratio less than 0.5 to 1.0 [Member] | LIBOR rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 1.75% | ' |
Leverage ratio less than 0.5 to 1.0 [Member] | Base rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 0.75% | ' |
Leverage ratio greater than 0.5 to 1.0 but less than 1.0 to 1.0 [Member] | LIBOR rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 2.00% | ' |
Leverage ratio greater than 0.5 to 1.0 but less than 1.0 to 1.0 [Member] | Base rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 1.00% | ' |
Leverage ratio greater than 1.0 to 1.0 [Member] | LIBOR rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 2.25% | ' |
Leverage ratio greater than 1.0 to 1.0 [Member] | Base rate loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated leverage ratio | 1.00% | ' |
Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated funded indebtedness | 2 | ' |
Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated funded indebtedness | 1 | ' |
Revolving_Line_of_Credit_Maxim
Revolving Line of Credit - Maximum Consolidated Leverage Ratio (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Dec. 31, 2012 | |
Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated Leverage Ratio | 2.00% | 1.50% |
Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Consolidated Leverage Ratio | 1.00% | 1.00% |
Commercial_and_Drug_Developmen1
Commercial and Drug Development Drug Products - Additional Information (Detail) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jan. 31, 2010 | Dec. 31, 2009 | Oct. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2010 | Jan. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 30, 2011 | Sep. 30, 2011 | 30-May-11 | Apr. 30, 2011 | Mar. 31, 2009 | Apr. 30, 2006 | Dec. 31, 2012 | Dec. 31, 2009 | Mar. 31, 2009 | Dec. 31, 2008 | 31-May-09 | Apr. 30, 2009 | Apr. 30, 2012 | Apr. 30, 2012 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | Apaziquone [Member] | Apaziquone [Member] | Apaziquone [Member] | Apaziquone [Member] | Apaziquone [Member] | Apaziquone [Member] | Apaziquone [Member] | Belinostat [Member] | Belinostat [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | RIT Oncology, LLC [Member] | RIT Oncology, LLC [Member] | Cell Therapeutics, Inc [Member] | Cell Therapeutics, Inc [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | FOLOTYN [Member] | |
Allergan [Member] | Allergan [Member] | Allergan [Member] | Allergan [Member] | Allergan [Member] | Nippon Kayaku [Member] | Handok [Member] | TopoTarget [Member] | Apaziquone [Member] | Apaziquone [Member] | USD ($) | USD ($) | USD ($) | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | FUSILEV [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | Licensing Agreements [Member] | USD ($) | |||||||
USD ($) | Person | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Allergan [Member] | Allergan [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Country | Country | |||||||||||||||||||||
Product Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | $254,992,000 | $180,663,000 | $60,921,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $204,300,000 | $153,500,000 | $32,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,300,000 | $27,600,000 | $29,000,000 | ' | $20,800,000 |
Payment of up-front fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount of shares of common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 733,715 | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,400,000 | ' | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | '10 years | ' | ' | ' | ' | ' | '8 years 7 months 6 days | ' | '8 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate net sale under agreement, exceeding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate net sale under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash or common stock equivalent payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Achievement of first sales milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to Targent's shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 577,367 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Achievement of second sales milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Second sales milestone cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of milestones included in cost of goods sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based research and development charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire interest in joint-venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,500,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of joint-venture interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed payment of installment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Arbitration award received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entire payment released | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payment by CTI | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current liabilities and contingent obligations assumed by joint venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' |
Potential future payments for regulatory milestones | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' |
Minimum number of countries outside U.S. approved ZEVALIN for treatment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 | ' | ' | 40 | ' |
Royalty paid for licensed products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,400,000 | 19,000,000 | ' | ' | ' | ' | ' | ' |
Up-front payment received | ' | ' | ' | ' | ' | 41,500,000 | ' | ' | 15,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional receivables of up-front payments | ' | ' | ' | ' | ' | 302,500,000 | ' | ' | 136,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition period of up-front payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of deferred revenue | ' | ' | ' | ' | ' | ' | 8,300,000 | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Enrolling patients with non-muscle invasive bladder cancer | ' | ' | ' | ' | 1,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone Payment under collaboration agreement | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payment on achievement of certain development, regulatory and sales milestones | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of sharing in development expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of costs for chemical, pharmaceutical and other process development related to manufacturing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential future milestone payments | $207.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Inventories_Net_of
Inventories - Inventories, Net of Allowances (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $887 | $1,213 |
Work in process | 7,302 | 4,726 |
Finished goods | 6,289 | 4,823 |
Inventories, net | $14,478 | $10,762 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | $9,863 | $6,385 |
Less accumulated depreciation and amortization | -7,315 | -3,704 |
Property and equipment, net | 2,548 | 2,681 |
Computers and software [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | 4,540 | 1,656 |
Lab and media equipment [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | 886 | 886 |
Office furniture and equipment [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | 1,492 | 899 |
Leasehold improvements [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | 2,799 | 2,798 |
Assets held under capital lease obligations [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment | 146 | 146 |
Less accumulated depreciation and amortization | ($29) | ($117) |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Amortization related to assets held under capital lease obligations | $7,315 | $3,704 |
Assets held under capital lease obligations [Member] | ' | ' |
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items] | ' | ' |
Amortization related to assets held under capital lease obligations | $29 | $117 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Intangible Assets (Detail) (USD $) | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | FUSILEV [Member] | ZEVALIN [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | As Restated [Member] | |
US [Member] | FUSILEV [Member] | ZEVALIN [Member] | ZEVALIN [Member] | FOLOTYN developed technology [Member] | FOLOTYN Ex-U.S and Canada Distribution Rights [Member] | |||||
US [Member] | Ex. US [Member] | |||||||||
Product Rights [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Amount | $58,678 | $16,778 | $41,900 | $228,468 | ' | $16,778 | $41,900 | $23,490 | ' | $27,900 |
Gross Amount | ' | ' | ' | ' | ' | ' | ' | ' | 118,400 | ' |
Accumulated Amortization | -17,024 | -1,009 | -16,015 | -27,879 | ' | -2,980 | -19,735 | -2,192 | ' | -895 |
Accumulated Amortization | ' | ' | ' | ' | ' | ' | ' | ' | -2,077 | ' |
Foreign Currency Translation | ' | ' | ' | -355 | ' | ' | ' | -355 | ' | ' |
Foreign Currency Translation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Amount | $41,654 | $15,769 | $25,885 | $200,234 | $41,654 | $13,798 | $22,165 | $20,943 | $116,323 | $27,005 |
Amortization Period (years) | ' | '8 years | '7 years | ' | ' | '9 years | '10 years | '10 years | '14 years | '10 years |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
ZEVALIN [Member] | ' | ' |
Product Rights [Line Items] | ' | ' |
Intangible amortization | $5,900,000 | $3,700,000 |
FUSILEV [Member] | ' | ' |
Product Rights [Line Items] | ' | ' |
Intangible amortization included cost of goods sold | 2,000,000 | 1,000,000 |
FOLOTYN [Member] | ' | ' |
Product Rights [Line Items] | ' | ' |
Intangible amortization | $3,000,000 | ' |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill - Future Amortization of Intangible Assets (Detail) (As Restated [Member], USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
As Restated [Member] | ' |
Product Rights [Line Items] | ' |
2013 | $19,804 |
2014 | 19,804 |
2015 | 19,804 |
2016 | 19,804 |
Thereafter | 121,018 |
Intangible Assets, Net Total | $200,234 |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Detail) (As Restated [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Goodwill [Line Items] | ' |
Foreign exchange translation effects | ($37) |
Goodwill, Ending Balance | 7,279 |
ZEVALIN Rights [Member] | ' |
Goodwill [Line Items] | ' |
Acquisition | 2,525 |
Allos Therapeutics, Inc. [Member] | ' |
Goodwill [Line Items] | ' |
Acquisition | $4,791 |
Accounts_Payable_and_Other_Acc2
Accounts Payable and Other Accrued Obligations - Schedule of Accounts Payable and Other Accrued Obligations (Detail) (As Restated [Member], USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
As Restated [Member] | ' | ' |
Schedule Of Accrued Liabilities [Line Items] | ' | ' |
Trade payables | $30,814 | $8,310 |
Allowance for rebates | 11,023 | 8,114 |
Accrued product royalty | 12,275 | 11,003 |
Allowance for returns | 5,056 | 4,000 |
Accrued data and distribution fees | 8,449 | 5,866 |
Accrued GPO administrative fees | 2,650 | 2,562 |
Inventory management fee | 3,050 | 1,380 |
Accrued income taxes | 2,522 | 1,409 |
Allowance for chargebacks | 15,153 | 950 |
Other accrued obligations | 2,819 | 9,682 |
Total accounts payable and other accrued obligations | $93,811 | $53,276 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income (Loss) Before Provision for Income Taxes (Detail) (As Restated [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' |
United States | $82,165 | $53,834 | ($47,088) |
Foreign | -2,235 | -199 | -19 |
Income (loss) before provision for income taxes | $79,930 | $53,635 | ($47,107) |
Income_Taxes_ProvisionBenefit_
Income Taxes - Provision/(Benefit) for Income Taxes (Detail) (As Restated [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' |
Current: | ' | ' | ' |
Federal | $16,222 | $1,255 | ($128) |
State | 3,412 | 2,449 | 82 |
Foreign | ' | ' | 3 |
Current, total | 19,634 | 3,704 | -43 |
Deferred: | ' | ' | ' |
Federal | -24,013 | ' | ' |
State | -9,892 | ' | ' |
Foreign | ' | ' | ' |
Income tax provision (benefit) | ($14,271) | $3,704 | ($43) |
Income_Taxes_Income_Tax_Provis
Income Taxes - Income Tax Provision/(Benefit) Differs from Computed Using Federal Statutory Rate Applied to Income Before Taxes (Detail) (As Restated [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' |
Provision For Income Taxes [Line Items] | ' | ' | ' |
Tax provision (benefit) computed at the federal statutory rate | $27,975 | $18,250 | ($16,035) |
State tax, net of federal benefit | 2,442 | 2,918 | -1,993 |
Expired tax attributes | ' | 385 | 32,236 |
Research credits | -2,129 | -1,464 | -406 |
Benefits from credit study | -4,148 | ' | ' |
Common stock warrant liability | ' | 1,186 | -928 |
Transaction costs | 1,497 | ' | ' |
Officers compensation | 2,908 | 3,801 | 572 |
Stock based compensation | 134 | 1,676 | 1,397 |
Permanent items and other | 2,111 | 2,039 | 976 |
Domestic manufacturing deduction | -1,262 | ' | ' |
Tax differential on foreign earnings | 382 | ' | ' |
Change in tax rate | 338 | ' | ' |
Valuation allowance | -44,519 | -25,087 | -15,862 |
Income tax provision (benefit) | ($14,271) | $3,704 | ($43) |
Income_Taxes_Components_of_Com
Income Taxes - Components of Company's Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Valuation allowance | ($1,100) | ($45,600) |
As Restated [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Net operating loss carry forwards | 45,391 | 9,483 |
Research credits | 1,155 | 7,766 |
Stock based compensation | 2,896 | 2,162 |
Deferred revenue | 4,596 | 9,329 |
Development costs | 5,298 | ' |
Depreciation and amortization differences | ' | 13,437 |
Returns and allowances | 7,889 | 1,877 |
Other, net | 6,021 | 3,262 |
Total deferred tax assets before valuation allowance | 73,246 | 47,316 |
Valuation allowance | -1,125 | -45,644 |
Total deferred tax assets | 72,121 | 1,672 |
Deferred tax liabilities: | ' | ' |
Depreciation and amortization differences | -36,372 | ' |
Net deferred tax | $35,749 | $1,672 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Taxes [Line Items] | ' | ' | ' |
Valuation allowance | $1,100,000 | $45,600,000 | ' |
Decrease in valuation allowance as a result of operating income recorded | 44,500,000 | 25,100,000 | ' |
Unrecognized tax benefits, if recognized, would affect the effective tax rate | 5,300,000 | 169,000 | 42,000 |
Amount of grants awarded under Qualifying Therapeutic Discovery Project | ' | ' | 978,000 |
Federal [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss carry forwards | 117,400,000 | ' | ' |
Net operating loss carry forwards expiration year | '2018 | ' | ' |
Research and development tax credits | 1,000,000 | ' | ' |
Research and development tax credits beginning expiration year | '2021 | ' | ' |
State [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss carry forwards | 133,700,000 | ' | ' |
Net operating loss carry forwards expiration year | '2016 | ' | ' |
Research and development tax credits | 1,700,000 | ' | ' |
Foreign [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss carry forwards | $900,000 | ' | ' |
Net operating loss carry forwards expiration year | '2012 | ' | ' |
Income_Taxes_Summary_of_Unreco
Income Taxes - Summary of Unrecognized Tax Benefits (Detail) (As Restated [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Balance at Beginning of year | $3,928 | $2,803 | ' |
Adjustments related to prior year tax positions | 665 | 5 | 1,704 |
Increases related to current year tax positions | 2,515 | 1,120 | 1,099 |
Decreases due to settlements | -434 | ' | ' |
Decreases related to prior year tax positions | -1,192 | ' | ' |
Balance at end of year | $5,482 | $3,928 | $2,803 |
Mundipharma_Agreements_Additio
Mundipharma Agreements - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' |
Deferred development cost | $12,300,000 |
Development cost differential, maximum payment | 15,000,000 |
Development cost differential obligation | 712,000 |
Contingent payment obligation | 14,300,000 |
Deferred payment contingency | 2,200,000 |
Revalued deferred payment contingency | 2,287,000 |
Reimbursed joint development cost [Member] | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' |
License and contract revenue | 407,000 |
Mundipharma [Member] | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' |
Portion of joint development costs incurred party is responsible for | 40.00% |
Potential portion of joint development costs incurred party is responsible for | 50.00% |
Deferred payment contingency | 2,287,000 |
Accounts receivable | 325,000 |
Regulatory [Member] | Maximum [Member] | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' |
Potential milestone payments | 11,500,000 |
Commercial progress- and sales-dependent [Member] | Maximum [Member] | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' |
Potential milestone payments | $289,000,000 |
Mundipharma_Agreements_Deferre
Mundipharma Agreements - Deferred Amounts Related to Mundipharma Agreements (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Business Combination, Separately Recognized Transactions [Line Items] | ' |
Deferred payment contingency | $2,200 |
Mundipharma [Member] | ' |
Business Combination, Separately Recognized Transactions [Line Items] | ' |
Deferred development cost liability, current portion | 856 |
Deferred development cost liability, less current portion | 11,377 |
Deferred payment contingency | 2,287 |
Deferred amounts related to the agreements | $14,520 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
31-May-06 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Sep. 30, 2011 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 30, 2012 | Dec. 31, 2012 | Feb. 11, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | 31-May-11 | 7-May-12 | Dec. 31, 2012 | Sep. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2009 | 31-May-11 | Apr. 30, 2011 | Sep. 30, 2011 | Oct. 31, 2008 | Dec. 31, 2012 | Feb. 28, 2010 | |
USD ($) | USD ($) | USD ($) | USD ($) | FOLOTYN [Member] | FUSILEV [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | ZEVALIN [Member] | Subsequent Event [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Henderson [Member] | Irvine [Member] | Irvine [Member] | Irvine [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Targent, Inc [Member] | Allergan [Member] | Nippon Kayaku [Member] | TopoTarget [Member] | |
USD ($) | USD ($) | Country | Licensing Agreements [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | USD ($) | FOLOTYN [Member] | FUSILEV [Member] | USD ($) | FOLOTYN [Member] | FUSILEV [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||
USD ($) | EUR (€) | Country | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non cancelable operating lease expiring | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-14 | 30-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of tenant improvements, agreed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' |
Cost of tenant improvements, required | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Cost of tenant improvements, financed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 451,000 | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | 875,000 | 601,000 | 640,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment obligations including commercial milestone to Corixa Corporation | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional amount paid by RIT to Biogen | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional milestone payment upon the achievement of an additional FDA approval milestone | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees paid to Bayer for acquiring licensing rights | ' | ' | ' | ' | ' | ' | ' | 25,400,000 | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of countries outside U.S. approved ZEVALIN for treatment | ' | ' | ' | ' | ' | ' | 40 | ' | ' | 40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to Merck & Cie for the achievement of FDA approval of FUSILEV | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount receivable on approval of oral form of FUSILEV | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 733,715 | ' | ' | ' | ' |
Capitalization associated with milestone as intangible assets | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,300,000 | ' | ' | ' |
Estimated useful life, amortized | ' | ' | ' | ' | ' | '8 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years 8 months 12 days | ' | ' | ' |
Minimum amount of aggregate net sales for payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Paying milestone in stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 577,367 | ' | ' | ' | ' | ' |
Stock issued during period value for the achievement of sales milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Minimum amount of aggregate net sales in single calendar for payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for sales milestone achieved | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount received from potential milestone | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalty on annual worldwide sales under condition one | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalty on annual worldwide sales under condition two | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalty on annual worldwide sales under condition three | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of annual worldwide sales on which royalty is payable under condition one | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of annual worldwide sales on which royalty is payable under condition two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of annual worldwide sales on which royalty is payable under condition three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalties on net distributor sales | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued royalties | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Up-front non-refundable payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,500,000 | ' | ' |
Additional payments based on the achievement of certain development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 245,000,000 | ' | 313,000,000 |
Payment related to agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,500,000 | 10,000,000 | ' |
Amount achieved following completion of enrollment in clinical trials | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Upfront fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' |
Additional payments based on the achievement of certain development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,000,000 | ' |
Percentage of development cost that is funded by spectrum used for joint development plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% |
Percentage of development cost that is funded by TopoTarget for joint development plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% |
Percentage of required payment to be paid for the cost incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Recorded as research and development expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 |
Shares of common stock, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Notice period for termination of agreement | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum days required to cancel employment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual base salary | ' | 525,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual bonus percentage on base salary | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement, reimbursement per month | ' | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement, relocation period | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time relocation bonus | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected award of attorneys' fees and costs to plaintiffs' counsel | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of counsel for stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2013 | $1,044 |
2014 | 845 |
2015 | 799 |
2016 | 374 |
Total | $3,062 |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2012 | Aug. 31, 2011 | Sep. 30, 2003 | Jul. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2010 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Jun. 13, 2011 | Jul. 31, 2010 | Jul. 07, 2006 | Jul. 06, 2006 | Aug. 31, 2009 | Dec. 31, 2012 | Sep. 30, 2003 | Dec. 31, 2012 | Dec. 31, 2011 | |
Y | RenaZorb and Renalin [Member] | Series B junior participating preferred stock [Member] | Series E convertible voting preferred stock [Member] | Series E convertible voting preferred stock [Member] | Series E convertible voting preferred stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | 100,000,000 | 50,000,000 | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | 1,500,000 | ' | 2,000 | ' |
New replacement rights agreement extended date | ' | ' | ' | ' | ' | ' | ' | 'December 13, 2020 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares acquired to exercise preferred share rights | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfer of assets or earnings power | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from exchange of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | ' | ' |
Preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' |
Preferred stock converted into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 40,000 | 52,000 |
Exercisable common stock | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuance | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock exercise price per share | ' | ' | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | 20 |
Number of trading days consider for option to redeem preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' |
Common stock trading price per share | ' | ' | $12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of preferred stock liquidation preference common stock | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of outstanding common stock | ' | ' | ' | ' | ' | ' | 25,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase program term | ' | ' | ' | ' | ' | ' | ' | 'August 1, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of outstanding common stock, Share | ' | ' | ' | ' | ' | ' | ' | 740,000 | 0 | 1,103,055 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | 9,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate price of shares repurchased to date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of treasury stock shares retired | 1,093,055 | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | 577,367 | ' | 733,715 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued | ' | 5,370,000 | ' | 6,409,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 113,809 | ' | ' | ' | ' |
Fair value of stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' |
Common stock issued | ' | ' | ' | ' | 326,956 | ' | ' | ' | ' | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock, charged for research and development | ' | ' | ' | ' | 1,400,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Special dividend declared | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared date | ' | ' | ' | ' | ' | ' | ' | 11-Dec-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend payable date | ' | ' | ' | ' | ' | ' | ' | 28-Dec-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend record date | ' | ' | ' | ' | ' | ' | ' | 20-Dec-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Special cash dividends | ' | ' | ' | ' | ' | ' | ' | $9,000,000 | ' | $9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issuable upon conversion or exercise of rights granted | ' | ' | ' | ' | ' | ' | ' | 15,800,000 | ' | 15,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants expire on varying dates | ' | ' | ' | ' | ' | ' | ' | 'December 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Shares_of_
Stockholder's Equity - Shares of Common Stock Issuable on Conversion or Exercise of Rights Granted Under Prior Financing Arrangements, Stock Options and Warrants (Detail) | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 15,791,860 |
Series E convertible voting preferred stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 40,000 |
Antidilutive options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 10,399,265 |
Exercise of warrants [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 395,000 |
Employee stock purchase plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 4,611,095 |
Long-term retention and management incentive plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total shares of common stock reserved for future issuances | 346,500 |
Stockholders_Equity_Summary_of
Stockholder's Equity - Summary of Warrant Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Exercised | $1.79 | $6.62 | ' |
Weighted Average Exercise Price, Beginning Balance | $5.04 | $6.45 | $6.52 |
Weighted Average Exercise Price, Issued | ' | ' | $5.59 |
Weighted Average Exercise Price, Repurchased | ' | ' | $5.16 |
Weighted Average Exercise Price, Expired | ' | ' | $6.55 |
Weighted Average Exercise Price, Ending Balance | $5.45 | $5.04 | $6.45 |
Weighted Average Exercise Price, Exercisable | $5.45 | ' | ' |
Exercise of warrants [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of Shares, Outstanding Beginning | 445,000 | 4,192,312 | 11,028,919 |
Number of Shares, Exercised | -50,000 | -3,747,312 | ' |
Number of Shares, Issued | ' | ' | 275,000 |
Number of Shares, Repurchased | ' | ' | -180,000 |
Number of Shares, Expired | ' | ' | -6,931,607 |
Number of Shares, Outstanding Ending | 395,000 | 445,000 | 4,192,312 |
Exercisable, Number of Shares Outstanding | 395,000 | ' | ' |
Stockholders_Equity_Summary_of1
Stockholder's Equity - Summary of Warrants Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number Outstanding | 395,000 |
Number Exercisable | 395,000 |
$2.51 - 5.00 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, lower range | $2.51 |
Exercise Price, upper range | $5 |
Number Outstanding | 75,000 |
Weighted-Average Remaining Contractual Life (Years) | '2 years 6 months |
Weighted-Average Exercise Price | $3.82 |
Number Exercisable | 75,000 |
Weighted-Average Exercise Price | $3.82 |
$5.01 - 6.00 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, lower range | $5.01 |
Exercise Price, upper range | $6 |
Number Outstanding | 120,000 |
Weighted-Average Remaining Contractual Life (Years) | '8 months 12 days |
Weighted-Average Exercise Price | $5.13 |
Number Exercisable | 120,000 |
Weighted-Average Exercise Price | $5.13 |
$6.01 - 7.00 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, lower range | $6.01 |
Exercise Price, upper range | $7 |
Number Outstanding | 200,000 |
Weighted-Average Remaining Contractual Life (Years) | '3 years |
Weighted-Average Exercise Price | $6.26 |
Number Exercisable | 200,000 |
Weighted-Average Exercise Price | $6.26 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2011 | Jul. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | |
Plans | Antidilutive options [Member] | Restricted stock awards [Member] | Purchase Plan [Member] | Purchase Plan [Member] | Purchase Plan [Member] | 2003 Incentive Award Plan [Member] | 2009 Incentive Award Plan [Member] | 2009 Incentive Award Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock authorized for issuance under incentive plans | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 10,000,000 | ' | 10,000,000 |
Increased number of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' |
Incentive awards available for grant | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | 7,000,000 |
Number of stock incentive plans | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | $12,700,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted average period to recognize compensation expense | ' | ' | ' | ' | ' | '2 years 3 months 18 days | '2 years 5 months 1 day | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation cost related to non-vested restricted stock awards | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ' | ' | ' | ' | ' |
Percentage of common stock purchase price | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' |
Purchase Plan offering period | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' |
Maximum number of common stock shares available for purchase per participant | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Maximum number of common stock value available for purchase per participant | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' |
Purchase Plan, termination date | ' | ' | ' | ' | ' | ' | ' | '2019 | ' | ' | ' | ' | ' |
Number of shares issued | 577,367 | 733,715 | ' | ' | ' | ' | ' | 388,905 | ' | ' | ' | ' | ' |
Increase in number of shares of common stock available for issuance under the Purchase Plan | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Stock based compensation expense | ' | ' | $14,884,000 | $22,237,000 | $8,285,000 | ' | ' | $233,000 | $249,000 | $230,000 | ' | ' | ' |
Share_Based_Compensation_Weigh
Share Based Compensation - Weighted Average Assumptions used to Estimate Fair Value of Stock Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Expected life (years) | '4 years 6 months | '4 years 11 months 5 days | '4 years 11 months 5 days |
Risk-free interest rate, Minimum | 0.34% | 0.82% | 1.04% |
Risk-free interest rate, Maximum | 0.51% | 2.40% | 2.75% |
Volatility, Minimum | 64.20% | 55.80% | 70.70% |
Volatility, Maximum | 7360.00% | ' | ' |
Volatility | ' | 5580.00% | 7070.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share_Based_Compensation_Summa
Share Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Number of Shares Outstanding, Beginning Balance | 10,185,521 | 8,397,094 | 7,945,245 |
Number of Shares, Granted | 1,821,915 | 3,622,150 | 3,350,070 |
Number of Shares, Exercised | -1,287,430 | -1,126,257 | -1,135,340 |
Number of Shares, Forfeited | -316,825 | -547,479 | -1,347,786 |
Number of Shares, Cancelled | ' | ' | -415,095 |
Number of Shares Outstanding, Ending Balance | 10,399,265 | 10,185,521 | 8,397,094 |
Number of Shares, Expired | -3,916 | -159,987 | ' |
Number of Shares, Vested (exercisable) - December 31, 2012 | 6,718,117 | ' | ' |
Number of Shares, Unvested (unexercisable) - December 31, 2012 | 3,681,148 | ' | ' |
Weighted Average Exercise Price/Share Outstanding, Beginning Balance | $5.46 | $4.17 | $4.04 |
Weighted Average Exercise Price/Share, Granted | $11.57 | $7.92 | $4.26 |
Weighted Average Exercise Price/Share, Exercised | $4.52 | $4.07 | $3.21 |
Weighted Average Exercise Price/Share, Forfeited | $7.93 | $4.81 | $4.04 |
Weighted Average Exercise Price/Share, Cancelled | ' | ' | $5.45 |
Weighted Average Exercise Price/Share Outstanding, Ending Balance | $6.57 | $5.46 | $4.17 |
Weighted Average Exercise Price/Share, Expired | $7.69 | $5.17 | ' |
Weighted Average Exercise Price/Share, Vested (exercisable) - December 31, 2012 | $5.34 | ' | ' |
Weighted Average Exercise Price/Share, Unvested (unexercisable) - December 31, 2012 | $8.82 | ' | ' |
Weighted-Average Remaining Contractual Term (Years), Outstanding | '7 years 2 months 12 days | ' | ' |
Weighted-Average Remaining Contractual Term (Years), Vested (exercisable) - December 31, 2012 | '6 years 3 months 18 days | ' | ' |
Weighted-Average Remaining Contractual Term (Years), Unvested (unexercisable) - December 31, 2012 | '8 years 9 months 18 days | ' | ' |
Aggregate Intrinsic Value Outstanding | $48,875,253 | ' | ' |
Aggregate Intrinsic Value, Vested (exercisable) - December 31, 2012 | 39,409,542 | ' | ' |
Aggregate Intrinsic Value, Unvested (unexercisable) - December 31, 2012 | $9,465,711 | ' | ' |
Share_Based_Compensation_Summa1
Share Based Compensation - Summary of Stock Option Activity (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Weighted-average fair value, per share | $6.20 | $2.65 | $2.87 |
Common stock closing price, per share | $11.19 | ' | ' |
Share_Based_Compensation_Summa2
Share Based Compensation - Summary of Stock Options Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number Outstanding | 395,000 |
Number Exercisable | 395,000 |
Exercise Price Range One [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, Range lower limit | $0.92 |
Exercise Price, Range upper limit | $3.15 |
Number Outstanding | 1,463,108 |
Weighted- Average Remaining Contractual Life (Years) | '4 years 9 months 18 days |
Weighted- Average Exercise Price | $2.14 |
Number Exercisable | 1,459,594 |
Weighted- Average Exercise Price | $2.14 |
Exercise Price Range Two [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, Range lower limit | $3.55 |
Exercise Price, Range upper limit | $4.95 |
Number Outstanding | 2,317,175 |
Weighted- Average Remaining Contractual Life (Years) | '6 years 4 months 24 days |
Weighted- Average Exercise Price | $4.29 |
Number Exercisable | 1,743,145 |
Weighted- Average Exercise Price | $4.31 |
Exercise Price Range Three [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, Range lower limit | $5.05 |
Exercise Price, Range upper limit | $6.90 |
Number Outstanding | 3,000,125 |
Weighted- Average Remaining Contractual Life (Years) | '6 years 6 months |
Weighted- Average Exercise Price | $6.27 |
Number Exercisable | 2,321,076 |
Weighted- Average Exercise Price | $6.12 |
Exercise Price Range Four [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, Range lower limit | $7 |
Exercise Price, Range upper limit | $8.99 |
Number Outstanding | 1,656,963 |
Weighted- Average Remaining Contractual Life (Years) | '8 years 4 months 24 days |
Weighted- Average Exercise Price | $8.28 |
Number Exercisable | 838,432 |
Weighted- Average Exercise Price | $8.29 |
Exercise Price Range Five [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price, Range lower limit | $9 |
Exercise Price, Range upper limit | $16.32 |
Number Outstanding | 1,961,894 |
Weighted- Average Remaining Contractual Life (Years) | '9 years 9 months 18 days |
Weighted- Average Exercise Price | $11.59 |
Number Exercisable | 355,870 |
Weighted- Average Exercise Price | $11.40 |
Share_Based_Compensation_Summa3
Share Based Compensation - Summary of Restricted Stock Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Number of Restricted Shares, Non-vested, Beginning Balance | 952,525 | 359,500 | 353,125 |
Number of Restricted Shares, Granted | 586,639 | 1,781,000 | 390,000 |
Number of Restricted Shares, Vested | -472,160 | -1,104,025 | -261,500 |
Number of Restricted Shares, Forfeited | -32,400 | -83,950 | -122,125 |
Number of Restricted Shares, Non-vested, Ending Balance | 1,034,604 | 952,525 | 359,500 |
Weighted Average Grant Date Fair Value, Beginning Balance | $10.11 | $3.96 | $2.32 |
Weighted Average Grant Date Fair Value, Granted | $11.76 | $12.48 | $4.48 |
Weighted Average Grant Date Fair Value, Vested | $10.26 | $12.33 | $3.58 |
Weighted Average Grant Date Fair Value, Forfeited | $9.57 | $4.78 | $1.87 |
Weighted Average Grant Date Fair Value, Ending Balance | $11 | $10.11 | $3.96 |
ShareBased_Compensation_Fair_V
Share-Based Compensation - Fair Value of Restricted Stock Awards (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Stock-based charge in connection with the expensing of restricted stock awards | $6,500 | $4,100 | $974 |
ShareBased_Compensation_Issued
Share-Based Compensation - Issued Shares of Common Stock (Detail) (401(k) Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
401(k) Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares of common stock issued | 56,254 | 65,889 | 136,121 |
Match contribution value | $691,000 | $593,000 | $598,000 |
Longterm_Retention_and_Managem2
Long-term Retention and Management Incentive Plan - Additional Information (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Aug. 31, 2011 | Jul. 31, 2011 | Dec. 23, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 22, 2011 | Dec. 23, 2011 | Dec. 23, 2011 | |
Incentive Plan [Member] | Incentive Plan [Member] | Incentive Plan [Member] | Incentive Plan [Member] | Incentive Plan [Member] | Incentive Plan [Member] | |||
Chief Executive Officer [Member] | Chief Financial Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Capitalization Target | ' | ' | ' | ' | ' | $750,000,000 | ' | ' |
Subsequent Capitalization Target | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' |
Incentive Plan termination term | ' | ' | ' | 22-Apr-16 | ' | ' | ' | ' |
Number of shares available for issuance under Incentive Plan, maximum | ' | ' | ' | ' | ' | 1,039,500 | ' | ' |
Assumed period to achieve Initial Capitalization Target | ' | ' | ' | '13 months | ' | ' | ' | ' |
Assumed period to achieve Subsequent Capitalization Target | ' | ' | ' | '20 months | ' | ' | ' | ' |
Fair value of equity awards | ' | ' | ' | 8,100,000 | ' | ' | ' | ' |
Selling, general and administrative expense of compensation expense | ' | ' | ' | 631,000 | 7,500,000 | ' | ' | ' |
Shares of common stock awarded | 577,367 | 733,715 | ' | ' | ' | ' | 520,000 | 86,500 |
Number of shares repurchased | ' | ' | 266,438 | ' | ' | ' | ' | ' |
Value of repurchased common stock | ' | ' | $4,000,000 | ' | ' | ' | ' | ' |
Longterm_Retention_and_Managem3
Long-term Retention and Management Incentive Plan - Key Inputs used to Estimate Awards' Fair Value (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Term of Incentive Plan | '4 years 6 months | '4 years 11 months 5 days | '4 years 11 months 5 days |
Expected return on common equity | 0.00% | 0.00% | 0.00% |
Incentive Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Term of Incentive Plan | '5 years | ' | ' |
Estimated trading days from grant to end of market condition period | '1260 days | ' | ' |
Average stock price on date of grant | 9.29 | ' | ' |
Number of common shares outstanding proximate to grant date | 52,041,781 | ' | ' |
Maximum number of options expected to exercise during term | 8,397,094 | ' | ' |
Expected annual stock volatility | 65.00% | ' | ' |
Expected return on common equity | 15.00% | ' | ' |
Deferred_Compensation_Plan_Add
Deferred Compensation Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Compensation Related Costs [Abstract] | ' | ' |
Deferred compensation matching expenses | $545,000 | $475,000 |
Gross_to_Net_Product_Sales_Rec
Gross to Net Product Sales - Reconciliation of Gross to Net Product Sales (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Income Statement [Abstract] | ' | ' | ' |
Gross product sales | $383,817 | $220,670 | $83,598 |
Government rebates, commercial rebates and chargebacks | -91,059 | -22,190 | -15,490 |
Data, distribution and GPO fees | -32,793 | -11,637 | -1,650 |
Prompt pay discount | -4,814 | -4,086 | -1,448 |
Product returns allowance | -159 | -2,094 | -4,089 |
Product sales, net | $254,992 | $180,663 | $60,921 |
Quarterly_Financial_Data_Summa
Quarterly Financial Data - Summary of Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
As Restated [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | $70,104 | $69,042 | $68,702 | $59,859 | $52,979 | $51,024 | $45,362 | $43,598 | $267,707 | $192,963 | $74,113 |
Operating income | 11,041 | 23,109 | 23,028 | 23,596 | 10,217 | 18,363 | 10,141 | 17,825 | 80,774 | 56,546 | -51,117 |
Net income | 7,489 | 21,524 | 18,350 | 46,838 | 8,840 | 20,568 | 7,428 | 13,095 | 94,201 | 49,931 | -47,064 |
Net income per share, basic | $0.13 | $0.37 | $0.31 | $0.80 | $0.16 | $0.38 | $0.14 | $0.26 | $1.61 | $0.94 | ($0.95) |
Net income per share, diluted | $0.12 | $0.33 | $0.29 | $0.72 | $0.15 | $0.35 | $0.13 | $0.24 | $1.46 | $0.86 | ($0.95) |
As Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | 70,104 | 69,042 | 68,702 | 59,859 | 52,979 | 51,024 | 45,362 | 43,598 | ' | ' | ' |
Operating income | 11,403 | 22,756 | 22,562 | 23,103 | 9,658 | 18,050 | 9,917 | 17,507 | 79,824 | 55,132 | -52,897 |
Net income | $8,621 | $21,312 | $18,070 | $46,542 | $8,281 | $20,255 | $7,204 | $12,777 | $94,545 | $48,517 | ($48,844) |
Net income per share, basic | $0.15 | $0.36 | $0.31 | $0.80 | $0.15 | $0.38 | $0.14 | $0.25 | $1.61 | $0.91 | ($0.99) |
Net income per share, diluted | $0.13 | $0.33 | $0.29 | $0.71 | $0.13 | $0.34 | $0.12 | $0.23 | $1.46 | $0.84 | ($0.99) |