Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VERTEX PHARMACEUTICALS INC / MA | |
Entity Central Index Key | 875,320 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 245,717,286 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Product revenues, net | $ 302,511 | $ 137,099 | $ 593,774 | $ 362,879 |
Royalty revenues | 5,759 | 8,386 | 17,628 | 32,134 |
Collaborative revenues | 1,546 | 33,502 | 2,999 | 40,846 |
Total revenues | 309,816 | 178,987 | 614,401 | 435,859 |
Costs and expenses: | ||||
Cost of product revenues | 30,269 | 10,208 | 55,059 | 28,435 |
Royalty expenses | 1,691 | 3,976 | 6,068 | 18,525 |
Research and development expenses | 246,284 | 190,939 | 685,741 | 654,043 |
Sales, general and administrative expenses | 99,772 | 75,224 | 280,026 | 226,882 |
Restructuring expenses, net | 1,826 | 40,843 | 682 | 46,761 |
Total costs and expenses | 379,842 | 321,190 | 1,027,576 | 974,646 |
Loss from operations | (70,026) | (142,203) | (413,175) | (538,787) |
Interest expense, net | (21,134) | (20,384) | (63,552) | (51,686) |
Other (expenses) income, net | (1,326) | (3,990) | (5,025) | 34,192 |
Loss from continuing operations before provision for income taxes | (92,486) | (166,577) | (481,752) | (556,281) |
Provision for income taxes | 1,330 | 3,419 | 31,760 | 4,915 |
Loss from continuing operations | (93,816) | (169,996) | (513,512) | (561,196) |
Loss from discontinued operations, net of tax benefit of $0 | 0 | (64) | 0 | (703) |
Net loss | (93,816) | (170,060) | (513,512) | (561,899) |
(Income) loss attributable to noncontrolling interest | (1,333) | 0 | 30,909 | 0 |
Net loss attributable to Vertex | (95,149) | (170,060) | (482,603) | (561,899) |
Loss from continuing operations | (95,149) | (169,996) | (482,603) | (561,196) |
Loss from discontinued operations | $ 0 | $ (64) | $ 0 | $ (703) |
Net loss from continuing operations: | ||||
Net loss per share from continuing operations, basic (usd per share) | $ (0.39) | $ (0.72) | $ (2) | $ (2.40) |
Net loss per share from continuing operations, diluted (usd per share) | (0.39) | (0.72) | (2) | (2.40) |
Net loss from discontinued operations: | ||||
Net loss from discontinued operations, basic (usd per share) | 0 | 0 | 0 | 0 |
Net loss from discontinued operations, diluted (usd per share) | 0 | 0 | 0 | 0 |
Net loss: | ||||
Basic (usd per share) | (0.39) | (0.72) | (2) | (2.40) |
Diluted (usd per share) | $ (0.39) | $ (0.72) | $ (2) | $ (2.40) |
Shares used in per share calculations: | ||||
Basic (in shares) | 241,969 | 236,137 | 240,749 | 234,207 |
Diluted (in shares) | 241,969 | 236,137 | 240,749 | 234,207 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Tax effect of discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||
Net loss | $ (93,816) | $ (170,060) | $ (513,512) | $ (561,899) |
Changes in other comprehensive loss: | ||||
Unrealized holding gains (losses) on marketable securities | 56 | (30) | 186 | 25 |
Unrealized gains on foreign currency forward contracts | 4,546 | 1,838 | 572 | 1,713 |
Foreign currency translation adjustment | (1,384) | (624) | (164) | (271) |
Total changes in other comprehensive loss | 3,218 | 1,184 | 594 | 1,467 |
Comprehensive loss | (90,598) | (168,876) | (512,918) | (560,432) |
Comprehensive (income) loss attributable to noncontrolling interest | (1,333) | 0 | 30,909 | 0 |
Comprehensive loss attributable to Vertex | $ (91,931) | $ (168,876) | $ (482,009) | $ (560,432) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 756,250 | $ 625,259 |
Marketable securities, available for sale | 249,580 | 761,847 |
Restricted cash and cash equivalents (VIE) | 75,765 | 8,418 |
Accounts receivable, net | 165,272 | 75,964 |
Inventories | 49,197 | 30,848 |
Prepaid expenses and other current assets | 63,388 | 44,175 |
Total current assets | 1,359,452 | 1,546,511 |
Property and equipment, net | 706,670 | 715,812 |
Intangible assets | 284,340 | 29,000 |
Goodwill | 50,384 | 39,915 |
Restricted cash | 22,086 | 176 |
Other assets | 11,061 | 3,265 |
Total assets | 2,433,993 | 2,334,679 |
Current liabilities: | ||
Accounts payable | 78,899 | 71,194 |
Accrued expenses | 249,698 | 209,676 |
Deferred revenues, current portion | 14,000 | 17,468 |
Accrued restructuring expenses, current portion | 8,682 | 33,107 |
Capital lease obligations, current portion | 14,153 | 17,806 |
Senior secured term loan, current portion | 0 | 14,206 |
Other liabilities, current portion | 9,527 | 4,797 |
Total current liabilities | 374,959 | 368,254 |
Deferred revenues, excluding current portion | 17,501 | 27,808 |
Accrued restructuring expenses, excluding current portion | 9,122 | 12,748 |
Capital lease obligations, excluding current portion | 39,273 | 39,293 |
Deferred tax liability | 113,860 | 15,044 |
Fan Pier lease obligation, excluding current portion | 472,724 | 473,073 |
Senior secured term loan, excluding current portion | 294,832 | 280,569 |
Other liabilities, excluding current portion | 34,990 | 21,707 |
Total liabilities | $ 1,357,261 | $ 1,238,496 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.01 par value; 500,000,000 and 300,000,000 shares authorized at September 30, 2015 and December 31, 2014, respectively; 245,646,269 and 241,764,398 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 2,419 | 2,385 |
Additional paid-in capital | 6,106,270 | 5,777,154 |
Accumulated other comprehensive income | 1,511 | 917 |
Accumulated deficit | (5,188,053) | (4,705,450) |
Total Vertex shareholders' equity | 922,147 | 1,075,006 |
Noncontrolling interest | 154,585 | 21,177 |
Total shareholders’ equity | 1,076,732 | 1,096,183 |
Total liabilities and shareholders’ equity | $ 2,433,993 | $ 2,334,679 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 300,000,000 |
Common stock, shares issued | 245,646,269 | 241,764,398 |
Common stock, shares outstanding | 245,646,269 | 241,764,398 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Shareholders' Equity and Noncontrolling Interest - USD ($) shares in Thousands, $ in Thousands | Total | Total Vertex Shareholders’ Equity | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance (shares) at Dec. 31, 2013 | 233,789 | ||||||
Balance at Dec. 31, 2013 | $ 1,356,405 | $ 1,356,405 | $ 2,320 | $ 5,321,286 | $ (3,966,895) | $ (306) | $ 0 |
Increase (Decrease) in Stockholders' Equity | |||||||
Other comprehensive income (loss), net of tax | 1,467 | 1,467 | 1,467 | ||||
Net loss | (561,899) | (561,899) | (561,899) | 0 | |||
Issuance of common stock under benefit plans (shares) | 6,449 | ||||||
Issuance of common stock under benefit plans | 223,867 | 223,867 | $ 55 | 223,812 | |||
Stock-based compensation | 136,065 | 136,065 | 136,065 | ||||
Balance (shares) at Sep. 30, 2014 | 240,238 | ||||||
Balance at Sep. 30, 2014 | 1,155,905 | 1,155,905 | $ 2,375 | 5,681,163 | (4,528,794) | 1,161 | 0 |
Balance (shares) at Dec. 31, 2014 | 241,764 | ||||||
Balance at Dec. 31, 2014 | 1,096,183 | 1,075,006 | $ 2,385 | 5,777,154 | (4,705,450) | 917 | 21,177 |
Increase (Decrease) in Stockholders' Equity | |||||||
Other comprehensive income (loss), net of tax | 594 | 594 | 594 | ||||
Net loss | (513,512) | (482,603) | (482,603) | (30,909) | |||
Issuance of common stock under benefit plans (shares) | 3,882 | ||||||
Issuance of common stock under benefit plans | 139,453 | 139,453 | $ 34 | 139,419 | |||
Stock-based compensation | 189,697 | 189,697 | 189,697 | ||||
Noncontrolling interest upon consolidation | 164,317 | 0 | 164,317 | ||||
Balance (shares) at Sep. 30, 2015 | 245,646 | ||||||
Balance at Sep. 30, 2015 | $ 1,076,732 | $ 922,147 | $ 2,419 | $ 6,106,270 | $ (5,188,053) | $ 1,511 | $ 154,585 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (513,512) | $ (561,899) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 46,596 | 46,921 |
Stock-based compensation expense | 186,379 | 135,160 |
Deferred income taxes | 7,793 | 0 |
Impairment of property and equipment | 23 | 978 |
Other non-cash items, net | (2,899) | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (88,735) | (7,315) |
Inventories | (16,127) | (4,901) |
Prepaid expenses and other assets | (23,737) | (19,110) |
Accounts payable | 6,283 | (5,544) |
Accrued expenses and other liabilities | 90,320 | 12,210 |
Accrued restructuring expense | (28,051) | 27,249 |
Deferred revenues | (13,751) | (15,085) |
Net cash used in operating activities | (349,418) | (391,329) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (292,135) | (1,066,772) |
Maturities of marketable securities | 804,588 | 1,203,400 |
Payment for acquisition of variable interest entity | (80,000) | 0 |
Expenditures for property and equipment | (32,775) | (36,525) |
(Increase) decrease in restricted cash and cash equivalents | (21,980) | 9 |
Decrease in restricted cash and cash equivalents (VIE) | 14,830 | 0 |
Decrease (increase) in other assets | (982) | (92) |
Net cash provided by investing activities | 391,546 | 100,020 |
Cash flows from financing activities: | ||
Issuances of common stock under benefit plans | 139,689 | 201,274 |
Payments on capital lease obligations | (16,515) | (17,215) |
Proceeds from capital lease financing | 13,386 | 0 |
Payments on Fan Pier lease obligation | (45,438) | (45,438) |
Proceeds from senior secured term loan | 0 | 294,383 |
Payments returned related to Fan Pier lease obligation | 0 | 8,050 |
Net cash provided by financing activities | 91,122 | 441,054 |
Effect of changes in exchange rates on cash | (2,259) | (481) |
Net increase in cash and cash equivalents | 130,991 | 149,264 |
Cash and cash equivalents—beginning of period | 625,259 | 569,299 |
Cash and cash equivalents—end of period | 756,250 | 718,563 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,074 | 2,817 |
Cash paid for income taxes | 1,261 | 798 |
Capitalization of costs related to Fan Pier lease obligation | 0 | 25,564 |
Assets acquired under capital lease | 0 | 8,985 |
Issuances of common stock exercises from employee benefit plans receivable | $ (236) | $ 23,035 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Accounting Policies | Basis of Presentation and Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex Pharmaceuticals Incorporated ("Vertex" or the "Company") in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The condensed consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) consolidated variable interest entities (VIEs). All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods ended September 30, 2015 and 2014 . The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 , which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 that was filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2015 (the "2014 Annual Report on Form 10-K"). Use of Estimates and Summary of Significant Accounting Policies The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these condensed consolidated financial statements have been made in connection with the calculation of revenues, inventories, research and development expenses, stock-based compensation expense, restructuring expense, the fair value of intangible assets, goodwill, noncontrolling interest, the consolidation of VIEs, leases, the fair value of cash flow hedges and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. The Company's significant accounting policies are described in Note A, "Nature of Business and Accounting Policies," in the 2014 Annual Report on Form 10-K. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements please refer to Note A, “Nature of Business and Accounting Policies—Recent Accounting Pronouncements,” in the 2014 Annual Report on Form 10-K. The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2015 that had a material effect on its condensed consolidated financial statements. |
Product Revenues, Net
Product Revenues, Net | 9 Months Ended |
Sep. 30, 2015 | |
Product Revenues [Abstract] | |
Product Revenues, Net | Product Revenues, Net The Company sells its products principally to a limited number of specialty pharmacy providers and selected regional wholesalers in North America as well as government-owned and supported customers in international markets (collectively, its “Customers”). The Company's Customers in North America subsequently resell the products to patients and health care providers. The Company recognizes net revenues from product sales upon delivery to the Customer as long as (i) there is persuasive evidence that an arrangement exists between the Company and the Customer, (ii) collectibility is reasonably assured and (iii) the price is fixed or determinable. In order to conclude that the price is fixed or determinable, the Company must be able to (i) calculate its gross product revenues from sales to Customers and (ii) reasonably estimate its net product revenues upon delivery to its Customer's locations. The Company calculates gross product revenues based on the price that the Company charges its Customers. The Company estimates its net product revenues by deducting from its gross product revenues (a) trade allowances, such as invoice discounts for prompt payment and Customer fees, (b) estimated government and private payor rebates, chargebacks and discounts, (c) estimated reserves for expected product returns and (d) estimated cost of co-pay assistance programs for patients, as well as other incentives for certain indirect customers. The Company makes significant estimates and judgments that materially affect the Company's recognition of net product revenues. In certain instances, the Company may be unable to reasonably conclude that the price is fixed or determinable at the time of delivery, in which case it defers the recognition of revenues. Once the Company is able to determine that the price is fixed or determinable, it recognizes the revenues associated with the units in which revenue recognition was deferred. The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2015 : Trade Rebates, Product Other Total (in thousands) Balance at December 31, 2014 $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 Provision related to current period sales 6,120 39,533 429 2,402 48,484 Adjustments related to prior period sales (143 ) (12,342 ) (993 ) (235 ) (13,713 ) Credits/payments made (5,115 ) (22,465 ) (3,254 ) (1,652 ) (32,486 ) Balance at September 30, 2015 $ 2,325 $ 33,828 $ 895 $ 1,260 $ 38,308 |
Collaborative Arrangements
Collaborative Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Collaborative Arrangements | |
Collaborative Arrangements | Collaborative Arrangements Cystic Fibrosis Foundation Therapeutics Incorporated In April 2011, the Company entered into an amendment (the “April 2011 Amendment”) to its existing collaboration agreement with Cystic Fibrosis Foundation Therapeutics Incorporated (“CFFT”) pursuant to which CFFT agreed to provide financial support for (i) development activities for VX-661, a compound that targets the processing and trafficking defect of the F508del CFTR proteins discovered under the collaboration, and (ii) additional research and development activities directed at discovering new compounds targeting the processing and trafficking defect of the F508del protein. Under the April 2011 Amendment, CFFT agreed to provide the Company with up to $75.0 million in funding over approximately five years for research and development activities. The Company retains the right to develop and commercialize KALYDECO (ivacaftor), ORKAMBI (lumacaftor in combination with ivacaftor), lumacaftor, VX-661 and any other compounds discovered during the course of the research collaboration with CFFT. The Company recognized no collaborative revenues from this collaboration during the three and nine months ended September 30, 2015 and $2.0 million and $6.5 million of collaborative revenues from this collaboration during the three and nine months ended September 30, 2014 , respectively. In the original agreement, as amended prior to the April 2011 Amendment, the Company agreed to pay CFFT tiered royalties calculated as a percentage, ranging from single digits to sub-teens, of annual net sales of any approved drugs discovered during the research term that ended in 2008, including KALYDECO, ORKAMBI, lumacaftor and VX-661. The April 2011 Amendment provides for a tiered royalty in the same range on net sales of compounds targeting the processing and trafficking defect of F508del CFTR proteins discovered during the research term that began in 2011 and ended in February 2014. In each of the third quarter of 2012 and the first quarter of 2013, CFFT earned a commercial milestone payment of $9.3 million from the Company upon achievement of certain sales levels for KALYDECO. These milestones were reflected in the Company's cost of product revenues. There are no additional commercial milestone payments payable by the Company to CFFT related to sales levels for KALYDECO. The Company also is obligated to make up to two one-time commercial milestone payments to CFFT upon achievement of certain sales levels for ORKAMBI. The Company began marketing KALYDECO in the United States and certain countries in the European Union in 2012 and began marketing ORKAMBI in the United States in July 2015. The Company has royalty obligations to CFFT for each compound commercialized pursuant to this collaboration until the expiration of patents covering that compound. The Company has patents in the United States and European Union covering the composition-of-matter of ivacaftor that expire in 2027 and 2025, respectively, subject to potential patent life extensions. The Company has patents in the United States and European Union covering the composition-of-matter of lumacaftor that expire in 2030 and 2026, respectively, subject to potential patent life extensions. CFFT may terminate its funding obligations under the collaboration, as amended, in certain circumstances, in which case there will be a proportional adjustment to the royalty rates and commercial milestone payments for certain compounds. The collaboration also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Janssen Pharmaceutica NV The Company has a collaboration agreement (the “Janssen HCV Agreement”) with Janssen Pharmaceutica NV (“Janssen NV”) for the development, manufacture and commercialization of telaprevir, which Janssen NV began marketing under the brand name INCIVO in certain of its territories in September 2011. Pursuant to the Janssen HCV Agreement, as amended, Janssen NV has a fully-paid license to manufacture and commercialize INCIVO in its territories including Europe, South America, the Middle East, Africa and Australia, subject to the payment of third-party royalties on net sales of INCIVO. In addition to the collaborative revenues, the Company recorded royalty revenues and corresponding royalty expenses related to third-party royalties that Janssen NV remains responsible for based on INCIVO net sales. During the three and nine months ended September 30, 2015 and 2014 , the Company recognized the following revenues attributable to the Janssen NV collaboration: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Royalty revenues (INCIVO) $ 158 $ 2,284 $ 1,742 $ 12,917 Collaborative revenues (telaprevir) 441 1,390 1,620 4,262 Total revenues attributable to the Janssen NV collaboration $ 599 $ 3,674 $ 3,362 $ 17,179 CRISPR Therapeutics AG On October 26, 2015, the Company entered into a strategic collaboration, option and license agreement (the "CRISPR Agreement") with CRISPR Therapeutics AG and its affiliates ("CRISPR") to collaborate on the discovery and development of potential new treatments aimed at the underlying genetic causes of human diseases using CRISPR-Cas9 gene editing technology. The Company has the exclusive right to license up to six CRISPR-Cas9-based targets. In connection with the CRISPR Agreement, the Company made an upfront payment to CRISPR of $75.0 million and will make a $30.0 million investment in CRISPR pursuant to a convertible loan agreement. The Company will fund all of the discovery activities conducted pursuant to the CRISPR Agreement. For potential hemoglobinapathy treatments, including treatments for sickle cell disease, the Company and CRISPR will share equally all research and development costs and worldwide revenues. For other targets that the Company elects to license, the Company would lead all development and global commercialization activities. For each of up to six targets that the Company elects to license, other than hemoglobinapathy targets, CRISPR has the potential to receive up to $420.0 million in development, regulatory and commercial milestones and royalties on net sales. The Company may terminate the CRISPR Agreement upon 90 days’ notice to CRISPR prior to any product receiving marketing approval or upon 270 days’ notice after such point. The CRISPR Agreement also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the CRISPR Agreement will continue in effect until the expiration of the Company's payment obligations under the CRISPR Agreement. Variable Interest Entities The Company has entered into several agreements pursuant to which it has licensed rights to certain drug candidates from third-party collaborators, which has resulted in the consolidation of the third parties' financial statements into the Company's condensed consolidated financial statements as VIEs. In order to account for the fair value of the contingent milestone and royalty payments related to these collaborations under GAAP, the Company uses present-value models based on assumptions regarding the probability of achieving the relevant milestones, estimates regarding the time to develop the drug candidates, estimates of future product sales and the appropriate discount rates. The Company bases its estimate of the probability of achieving the relevant milestones on industry data for similar assets and its own experience. The discount rates used in the valuation model represent a measure of credit risk and market risk associated with settling the liabilities. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Changes in these assumptions could have a material effect on the fair value of the contingent milestone and royalty payments. The following collaborations are, or were previously, reflected in the Company's financial statements for being consolidated as VIEs: Parion Sciences, Inc. License and Collaboration Agreement On June 4, 2015, the Company entered into a strategic collaboration and license agreement (the "Parion Agreement") with Parion Sciences, Inc. (“Parion”). Pursuant to the agreement, the Company is collaborating with Parion to develop investigational epithelial sodium channel (“ENaC”) inhibitors, including VX-371 (formerly P-1037) and P-1055, for the potential treatment of cystic fibrosis, or CF, and other pulmonary diseases. The Company is leading development activities for VX-371 and P-1055 in CF and other pulmonary diseases and is responsible for all costs, subject to certain exceptions, related to development and commercialization of the compounds. Pursuant to the Parion Agreement, the Company has worldwide development and commercial rights to Parion’s lead investigational ENaC inhibitors, VX-371 and P-1055, for the potential treatment of CF and all other pulmonary diseases and has the option to select additional compounds discovered in Parion’s research program. Parion received an $80.0 million up-front payment and has the potential to receive up to an additional (i) $490.0 million in development and regulatory milestone payments for development of ENaC inhibitors in CF, including $360.0 million related to global filing and approval milestones, (ii) $370.0 million in development and regulatory milestones for VX-371 and P-1055 in non-CF pulmonary indications and (iii) $230.0 million in development and regulatory milestones should the Company elect to develop an additional ENaC inhibitor from Parion’s research program. The Company has agreed to pay Parion tiered royalties that range from the low double digits to mid-teens as a percentage of potential sales of licensed products. The Company may terminate the Parion Agreement upon 90 days’ notice to Parion prior to any licensed product receiving marketing approval or upon 180 days’ notice after such point. If the Company experiences a change of control prior to the initiation of the first Phase 3 clinical trial for a licensed product, Parion may terminate the Parion Agreement upon 30 days’ notice, subject to the Company's right to receive specified royalties on any subsequent commercialization of licensed products. The Parion Agreement also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the agreement will continue in effect until the expiration of the Company's royalty obligations, which expire on a country-by-country basis on the later of (i) the date the last-to-expire patent covering a licensed product expires or (ii) ten years after the first commercial sale in the country. The Company determined that Parion is a VIE based on, among other factors, the significance to Parion of the ENaC inhibitors licensed to the Company pursuant to the Parion Agreement and on the Company's power to direct the activities that most significantly impact the economic performance of Parion. Accordingly, the Company consolidated Parion's financial statements beginning on June 4, 2015. However, the Company's interests in Parion are limited to those accorded to the Company in the Parion Agreement. In particular, the Company did not acquire any equity interest in Parion, any interest in Parion's cash and cash equivalents or any control over Parion's activities that do not relate to the Parion Agreement. Consideration for the Parion Agreement The Company determined that the fair value of the consideration from the Company to Parion was $255.3 million as of June 4, 2015, which consisted of (i) an $80.0 million up-front payment, (ii) the estimated fair value of the contingent research and development milestones potentially payable by the Company to Parion and (iii) the estimated fair value of potential royalty payments payable by the Company to Parion. The Company valued the contingent milestone and royalty payments using (a) discount rates ranging from 4.1% to 5.9% for the development milestones and (b) a discount rate of 6.6% for royalties. The consideration paid and the preliminary fair value of the contingent milestone and royalty payments payable by the Company pursuant to the agreement are set forth in the table below: June 4, 2015 (in thousands) Up-front payment $ 80,000 Fair value of contingent milestone and royalty payments 175,340 Total $ 255,340 Preliminary Allocation of Assets and Liabilities For the purposes of the condensed consolidated balance sheets at June 4, 2015 and September 30, 2015 , the Company preliminarily allocated the total consideration, which is comprised of the up-front payment and the fair value of the contingent milestone and royalty payments, intangible assets, goodwill, deferred tax liability, net and net other assets and liabilities. The Company recorded $255.3 million of intangible assets on the Company's condensed consolidated balance sheet for Parion's in-process research and development assets. These in-process research and development assets relate to Parion's pulmonary ENaC platform, including the intellectual property related to VX-371 and P-1055, that are licensed by Parion to the Company. The difference between the preliminary fair value of the consideration and the fair value of Parion's assets (including the fair value of intangible assets) and liabilities was allocated to goodwill. The following table summarizes the preliminary fair values of the assets and liabilities recorded on the effective date of the agreement: June 4, 2015 (in thousands) Intangible assets $ 255,340 Goodwill 10,468 Deferred tax liability (91,023 ) Net other assets (liabilities) (10,468 ) Net assets attributable to noncontrolling interests $ 164,317 BioAxone Biosciences, Inc. In October 2014, the Company entered into a license and collaboration agreement (the “BioAxone Agreement”) with BioAxone Biosciences, Inc. (“BioAxone”), a privately-held biotechnology company, which resulted in the consolidation of BioAxone as a VIE beginning on October 1, 2014. The Company paid BioAxone initial payments of $10.0 million in the fourth quarter of 2014. BioAxone has the potential to receive up to $90.0 million in milestones and fees, including development, regulatory and milestone payments and a license continuation fee. In addition, BioAxone would receive royalties and commercial milestones on future net product sales of VX-210, if any. The Company holds an option to purchase BioAxone at a predetermined price. The option expires on the earliest of (a) the day the FDA accepts the Biologics License Application submission for VX-210, (b) the day the Company elects to continue the license instead of exercising the option to purchase BioAxone and (c) March 15, 2018, subject to the Company’s option to extend this date by one year. Alios BioPharma, Inc. In 2011, the Company entered into a license and collaboration agreement (the “Alios Agreement”) with Alios BioPharma, Inc. (“Alios”), which was a privately-held biotechnology company, which resulted in the consolidation of Alios as a VIE through December 31, 2013. Pursuant to the Alios Agreement, the Company and Alios collaborated on the research, development and commercialization of HCV nucleotide analogues discovered by Alios through April 2014. In December 2014, the Alios Agreement terminated in accordance with its terms pursuant to a termination notice delivered by the Company in October 2014. As of September 30, 2014, the Company concluded that it no longer had significant continuing involvement with Alios due to its intent and ability to terminate the Alios Agreement, among other factors; therefore, the operations of Alios are presented as discontinued operations in these condensed consolidated financial statements . Aggregate VIE Financial Information The Company did not have any consolidated VIEs for the three and nine months ended September 30, 2014 . An aggregate summary of net loss attributable to noncontrolling interest related to the Company's VIEs for the three and nine months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands) Loss attributable to noncontrolling interest before provision for income taxes $ (1,743 ) $ (3,322 ) Provision for income taxes (777 ) (30,367 ) Increase in fair value of contingent milestone and royalty payments 3,853 2,780 Net (income) loss attributable to noncontrolling interest $ 1,333 $ (30,909 ) During the three and nine months ended September 30, 2015 , the fair value of the contingent milestone and royalty payments related to the BioAxone collaboration decreased by $0.6 million and $0.1 million , respectively. During the three and nine months ended September 30, 2015 , the fair value of the contingent milestone and royalty payments related to the Parion collaboration increased by $4.5 million and $2.9 million , respectively. The changes in the fair value of the contingent milestone and royalty payments were primarily due to the changes in market interest rates and the time value of money. As of September 30, 2015 , the fair value of the contingent milestone and royalty payments related to the BioAxone collaboration and the Parion collaboration was $27.0 million and $178.2 million , respectively. The following table summarizes items related to the Company's VIEs included in the Company's condensed consolidated balance sheets as of the dates set forth in the table: September 30, 2015 December 31, 2014 (in thousands) Restricted cash and cash equivalents (VIE) $ 75,765 $ 8,418 Prepaid expenses and other current assets 3,057 268 Intangible assets 284,340 29,000 Goodwill 19,391 8,923 Other assets 461 42 Accounts payable 1,115 189 Accrued expenses and other current liabilities 32,519 3,891 Deferred tax liability, net 110,360 11,544 Other liabilities 300 300 Noncontrolling interest 154,585 21,177 The Company has recorded the VIEs' cash and cash equivalents as restricted cash and cash equivalents (VIE) because (i) the Company does not have any interest in or control over the VIEs' cash and cash equivalents and (ii) the Company's agreements with each VIE do not provide for the VIEs' cash and cash equivalents to be used for the development of the assets that the Company licensed from the applicable VIE. Assets recorded as a result of consolidating our VIEs' financial condition into the Company's balance sheet do not represent additional assets that could be used to satisfy claims against the Company's general assets. Outlicense Arrangements In the ordinary course of the Company's business, the Company has entered into various agreements pursuant to which it has outlicensed rights to certain drug candidates to third-party collaborators. Although the Company does not consider any of these outlicense arrangements to be material, the most notable of these outlicense arrangements is described below. Pursuant to these outlicense arrangements, our collaborators are responsible for all costs related to the continued development of such drug candidates. Depending on the terms of the arrangements, the Company's collaborators may be required to make upfront payments, milestone payments upon the achievement of certain product research and development objectives and/or pay royalties on future sales, if any, of commercial products resulting from the collaboration. Janssen Pharmaceuticals, Inc. In June 2014, the Company entered into an agreement (the “Janssen Influenza Agreement”) with Janssen Pharmaceuticals, Inc. (“Janssen Inc.”), which was amended in October 2014 to clarify certain roles and responsibilities of the parties. Pursuant to the Janssen Influenza Agreement, Janssen Inc. has an exclusive worldwide license to develop and commercialize certain drug candidates for the treatment of influenza, including VX-787. The Company received non-refundable payments of $35.0 million from Janssen Inc. in 2014, which were recorded as collaborative revenue. The Company has the potential to receive development, regulatory and commercial milestone payments as well as royalties on future product sales, if any. Janssen Inc. is responsible for costs related to the development and commercialization of the compounds. During the three and nine months ended September 30, 2015 , the Company recorded reimbursement for these development activities of $4.0 million and $18.7 million , respectively. During the three and nine months ended September 30, 2014 , the Company recorded reimbursement for these development activities of $4.3 million . The reimbursements are recorded as a reduction to development expense in the Company's condensed consolidated statements of operations primarily due to the fact that Janssen Inc. directs the activities and selects the suppliers associated with these activities. Janssen Inc. may terminate the Janssen Influenza Agreement, subject to certain exceptions, upon six months' notice. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic net loss per share attributable to Vertex common shareholders is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock and restricted stock units that have been issued but are not yet vested. Diluted net loss per share attributable to Vertex common shareholders is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period when the effect is dilutive. The Company did not include the securities described in the following table in the computation of the net loss from continuing operations per share attributable to Vertex common shareholder calculations because the effect would have been anti-dilutive during each period: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Stock options 12,025 13,097 12,025 13,097 Unvested restricted stock and restricted stock units 3,367 2,672 3,367 2,672 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company’s assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. This policy also limits the amount of credit exposure to any one issue or type of instrument. As of September 30, 2015 , the Company’s investments were in money market funds, corporate debt securities and commercial paper. As of September 30, 2015 , all of the Company’s financial assets that were subject to fair value measurements were valued using observable inputs. The Company’s financial assets valued based on Level 1 inputs consisted of money market funds. The Company’s financial assets valued based on Level 2 inputs consisted of corporate debt securities and commercial paper, which consist of investments in highly-rated investment-grade corporations. The following table sets forth the Company’s financial assets and liabilities subject to fair value measurements: Fair Value Measurements as of September 30, 2015 Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial assets carried at fair value: Cash equivalents: Money market funds $ 340,573 $ 340,573 $ — $ — Corporate debt securities 25,109 — 25,109 — Commercial paper 24,000 — 24,000 — Marketable securities: Corporate debt securities 109,335 — 109,335 — Commercial paper 140,245 — 140,245 — Prepaid and other current assets: Foreign currency forward contracts 3,508 — 3,508 — Other assets: Foreign currency forward contracts 651 — 651 — Total financial assets $ 643,421 $ 340,573 $ 302,848 $ — Financial liabilities carried at fair value: Other liabilities, current portion: Foreign currency forward contracts $ (1,552 ) $ — $ (1,552 ) $ — Other liabilities, excluding current portion: Foreign currency forward contracts (24 ) — (24 ) — Total financial liabilities $ (1,576 ) $ — $ (1,576 ) $ — The Company's VIEs invested in cash equivalents consisting of money market funds of $75.4 million as of September 30, 2015 , which are valued based on Level 1 inputs. These cash equivalents are not included in the table above. The Company’s noncontrolling interest related to VIEs includes the fair value of the contingent milestone and royalty payments , which are valued based on Level 3 inputs. Please refer to Note C, “Collaborative Arrangements,” for further information. As of September 30, 2015 , the fair value and carrying value of the Company's Term Loan was $294.8 million . The fair value of the Company's Term Loan was estimated based on Level 3 inputs computed using the effective interest rate of the Term Loan. The effective interest rate considers the timing and amount of estimated future interest payments as well as current markets rates. Please refer to Note K, "Long-term Obligations" for further information regarding the Company's Term Loan. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Marketable Securities | Marketable Securities A summary of the Company’s cash, cash equivalents and marketable securities is shown below: Amortized Cost Gross Gross Fair Value (in thousands) As of September 30, 2015 Cash and cash equivalents: Cash and money market funds $ 707,141 $ — $ — $ 707,141 Commercial paper $ 25,109 $ — $ — $ 25,109 Corporate debt securities $ 24,000 $ — $ — $ 24,000 Total cash and cash equivalents $ 756,250 $ — $ — $ 756,250 Marketable securities: Commercial paper (due within 1 year) $ 140,131 $ 114 $ — $ 140,245 Corporate debt securities (due within 1 year) 109,386 28 (79 ) 109,335 Total marketable securities $ 249,517 $ 142 $ (79 ) $ 249,580 Total cash, cash equivalents and marketable securities $ 1,005,767 $ 142 $ (79 ) $ 1,005,830 As of December 31, 2014 Cash and cash equivalents: Cash and money market funds $ 625,259 $ — $ — $ 625,259 Total cash and cash equivalents $ 625,259 $ — $ — $ 625,259 Marketable securities: Government-sponsored enterprise securities (due within 1 year) $ 463,788 $ 14 $ (52 ) $ 463,750 Commercial paper (due within 1 year) 51,674 72 — 51,746 Corporate debt securities (due within 1 year) 196,065 2 (66 ) 196,001 Corporate debt securities (due after 1 year through 5 years) 50,443 — (93 ) 50,350 Total marketable securities $ 761,970 $ 88 $ (211 ) $ 761,847 Total cash, cash equivalents and marketable securities $ 1,387,229 $ 88 $ (211 ) $ 1,387,106 The Company has a limited number of marketable securities in insignificant loss positions as of September 30, 2015 , which the Company does not intend to sell and has concluded it will not be required to sell before recovery of the amortized costs for the investment at maturity. There were no charges recorded for other-than-temporary declines in fair value of marketable securities nor gross realized gains or losses recognized in the three and nine months ended September 30, 2015 and 2014 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income A summary of the Company's changes in accumulated other comprehensive (loss) income by component is shown below: Foreign Currency Translation Adjustment Unrealized Holding Gains (Losses) on Marketable Securities Unrealized Gains (Losses) on Foreign Currency Forward Contracts Total (in thousands) Balance at December 31, 2014 $ (971 ) $ (123 ) $ 2,011 $ 917 Other comprehensive (loss) income before reclassifications (164 ) 186 4,072 4,094 Amounts reclassified from accumulated other comprehensive loss — — (3,500 ) (3,500 ) Net current period other comprehensive (loss) income $ (164 ) $ 186 $ 572 $ 594 Balance at September 30, 2015 $ (1,135 ) $ 63 $ 2,583 $ 1,511 Foreign Currency Translation Adjustment Unrealized Holding Gains on Marketable Securities Unrealized (Losses) Gains on Foreign Currency Forward Contracts Total (in thousands) Balance at December 31, 2013 $ (325 ) $ 42 $ (23 ) $ (306 ) Other comprehensive (loss) income before reclassifications (271 ) 25 2,140 1,894 Amounts reclassified from accumulated other comprehensive loss — — (427 ) (427 ) Net current period other comprehensive (loss) income $ (271 ) $ 25 $ 1,713 $ 1,467 Balance at September 30, 2014 $ (596 ) $ 67 $ 1,690 $ 1,161 |
Hedging
Hedging | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Hedging | Hedging The Company maintains a hedging program intended to mitigate the effect of changes in foreign exchange rates for a portion of the Company’s forecasted product revenues denominated in certain foreign currencies. The program includes foreign currency forward contracts that are designated as cash flow hedges under GAAP having contractual durations from one to eighteen months. To date, the existence of operational sites in countries outside the United States has limited the degree to which the Company has sought to hedge its revenues in certain foreign currencies. The Company formally documents the relationship between foreign currency forward contracts (hedging instruments) and forecasted product revenues (hedged items), as well as the Company's risk management objective and strategy for undertaking various hedging activities, which includes matching all foreign currency forward contracts that are designated as cash flow hedges to forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the foreign currency forward contracts are highly effective in offsetting changes in cash flows of hedged items on a prospective and retrospective basis. If the Company determines that a (i) foreign currency forward contract is not highly effective as a cash flow hedge, (ii) foreign currency forward contract has ceased to be a highly effective hedge or (iii) forecasted transaction is no longer probable of occurring, the Company would discontinue hedge accounting treatment prospectively. The Company measures effectiveness based on the change in fair value of the forward contracts and the fair value of the hypothetical foreign currency forward contracts with terms that match the critical terms of the risk being hedged. As of September 30, 2015 , all hedges were determined to be highly effective and the Company has not recorded any ineffectiveness related to the hedging program. The following table summarizes the notional amount of the Company’s outstanding foreign currency forward contracts designated as cash flow hedges: As of September 30, 2015 As of December 31, 2014 Foreign Currency (in thousands) Euro $ 106,620 $ 20,209 British pound sterling 78,861 13,515 Australian dollar 25,414 — Total foreign currency forward contracts $ 210,895 $ 33,724 The following table summarizes the fair value of the Company's outstanding foreign currency forward contracts designated as cash flow hedges under GAAP included on the Company's condensed consolidated balance sheets: As of September 30, 2015 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 3,508 Other liabilities, current portion $ (1,552 ) Other assets 651 Other liabilities, excluding current portion (24 ) Total assets $ 4,159 Total liabilities $ (1,576 ) As of December 31, 2014 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 2,011 Other liabilities, current portion $ — Total assets $ 2,011 Total liabilities $ — The following table summarizes the potential effect of offsetting derivatives by type of financial instrument on the Company's condensed consolidated balance sheets: As of September 30, 2015 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 4,159 $ — $ 4,159 $ (1,576 ) $ 2,583 Total liabilities $ (1,576 ) $ — $ (1,576 ) $ 1,576 $ — As of December 31, 2014 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 2,011 $ — $ 2,011 $ — $ 2,011 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: As of September 30, 2015 As of December 31, 2014 (in thousands) Raw materials $ 8,669 $ 8,506 Work-in-process 34,115 20,508 Finished goods 6,413 1,834 Total $ 49,197 $ 30,848 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets As of September 30, 2015 , in-process research and development intangible assets of $284.3 million were recorded on the Company's condensed consolidated balance sheet. The increase of $255.3 million as compared to the $29.0 million recorded as of December 31, 2014 is due to the Company's collaboration with Parion. In June 2015, in connection with entering into the Parion Agreement, the Company recorded an in-process research and development intangible asset of $255.3 million based on the Company’s estimate of the fair value of Parion’s lead investigational ENaC inhibitors, including VX-371 and P-1055, that were licensed by the Company from Parion. The Company aggregated the fair value of the ENaC inhibitors into a single intangible asset because the phase, nature and risks of development as well as the amount and timing of benefits associated with the assets were similar. In October 2014, the Company recorded an in-process research and development intangible asset of $29.0 million based on the Company’s estimate of the fair value of VX-210, a drug candidate for patients with spinal cord injuries that was licensed by the Company from BioAxone. The Company used discount rates of 7.1% and 7.5% in the present-value models to estimate the fair values of the ENaC inhibitors and VX-210 intangible assets, respectively. The Company also conducted an evaluation of Parion and BioAxone's other programs at the effective date of the Parion Agreement and BioAxone Agreement, respectively, and determined that market participants would not have ascribed value to those programs because of the stage of development of the assets in each program and uncertainties related to the potential clinical development and commercialization of the programs. Goodwill As of September 30, 2015 , goodwill of $50.4 million was recorded on the Company's condensed consolidated balance sheet. The Company allocated $10.5 million to goodwill related to the Parion Agreement during the nine months ended September 30, 2015 . This goodwill relates to the potential synergies between licensed drug candidates and the Company's CF drugs and drug candidates. None of the goodwill related to the Parion Agreement is expected to be deductible for income tax purposes. As of December 31, 2014 , $39.9 million of goodwill was recorded on the Company’s consolidated balance sheet. |
Long-term Obligations
Long-term Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long-term Obligations | Long-term Obligations Fan Pier Leases In 2011, the Company entered into two lease agreements, pursuant to which the Company leases approximately 1.1 million square feet of office and laboratory space in two buildings (the “Buildings”) at Fan Pier in Boston, Massachusetts (the “Fan Pier Leases”). The Company commenced lease payments in December 2013, and will make lease payments pursuant to the Fan Pier Leases through December 2028. The Company has an option to extend the term of the Fan Pier Leases for an additional ten years . Because the Company was involved in the construction project and determined that the Fan Pier Leases did not meet the criteria for “sale-leaseback” treatment upon completion of the Buildings, the Company recorded project construction costs incurred by the landlord as an asset and a related financing obligation during the construction period and began depreciating the asset and incurring interest expense related to the financing obligation in 2013. The Company bifurcates its lease payments pursuant to the Fan Pier Leases into (i) a portion that is allocated to the Buildings and (ii) a portion that is allocated to the land on which the Buildings were constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in 2011. Property and equipment, net, included $505.6 million and $515.0 million as of September 30, 2015 and December 31, 2014 , respectively, related to construction costs for the Buildings. The carrying value of the Company's lease agreement liability for the Buildings was $473.1 million and $473.4 million as of September 30, 2015 and December 31, 2014 , respectively. Term Loan In July 2014, the Company entered into a credit agreement with the lenders party thereto, and Macquarie US Trading LLC ("Macquarie"), as administrative agent. The credit agreement provides for a $300.0 million senior secured term loan ("Term Loan"). The credit agreement also provides that, subject to satisfaction of certain conditions, the Company may request that the lenders establish an incremental senior secured term loan facility in an aggregate amount not to exceed $200.0 million . The Term Loan initially bore interest at a rate of 7.2% per annum, which will be reduced to 6.2% per annum based on the FDA's approval of ORKAMBI. The Term Loan will bear interest at a rate of LIBOR plus 5.0% per annum during the third year of the term. The maturity date of all loans under the facilities is July 9, 2017. Interest is payable quarterly and on the maturity date. In October 2015, the Company amended the terms of the credit agreement to provide for, among other things, a modification to the repayment schedule of the loan. As amended, the Company is required to repay principal on the Term Loan in quarterly installments of $75 million from October 1, 2016 through the maturity date. The Company may prepay the Term Loan, in whole or in part, at any time; provided that prepayments prior to the July 9, 2016 are subject to a make-whole premium to ensure Macquarie receives approximately the present value of two years of interest payments over the life of the loan. The Company expects that amending the credit agreement will be accounted for as a debt modification, as opposed to an extinguishment of debt, based on an insignificant change to the present value of the future cash flows relating to the credit agreement. The Company's obligations under the facilities are unconditionally guaranteed by certain of its domestic subsidiaries. All obligations under the facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company's assets and the assets of all guarantors, including the pledge of all or a portion of the equity interests of certain of its subsidiaries. The credit agreement requires that the Company maintain, on a quarterly basis, a minimum level of KALYDECO net revenues. Further, the credit agreement includes negative covenants, subject to exceptions, restricting or limiting the Company's ability and the ability of its subsidiaries to, among other things, incur additional indebtedness, grant liens, engage in certain investment, acquisition and disposition transactions, pay dividends, repurchase capital stock and enter into transactions with affiliates. The credit agreement also contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under outstanding loans. There have been no events of default as of or during the period ended September 30, 2015 . Based on the Company's evaluation of the Term Loan, the Company determined that the Term Loan contains several embedded derivatives. These embedded derivatives are clearly and closely related to the host instrument because they relate to the Company's credit risk; therefore, they do not require bifurcation from the host instrument, the Term Loan. The Company incurred $5.3 million in fees paid to Macquarie that were recorded as a discount on the Term Loan and are being recorded as interest expense using the effective interest method over the term of the loan in the Company’s condensed consolidated statements of operations . As of September 30, 2015 , the unamortized discount associated with the Term Loan that was embedded in the senior secured term loan caption on the Company’s condensed consolidated balance sheet was $5.2 million . |
Stock-based Compensation Expens
Stock-based Compensation Expense | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company issues stock options, restricted stock and restricted stock units with service conditions, which are generally the vesting periods of the awards. The Company also has issued, to certain members of senior management, restricted stock and restricted stock units that vest upon the earlier of the satisfaction of (i) a performance condition or (ii) a service condition and stock options that vest upon the earlier of the satisfaction of (a) performance conditions or (b) a service condition. In addition, the Company issued pursuant to a retention program restricted stock awards to certain members of senior management that will vest upon the satisfaction of both (i) a performance condition and (ii) a service condition. The Company also issues shares pursuant to an employee stock purchase plan ("ESPP"). In the second quarter of 2015, the Company’s shareholders approved an amendment and restatement of the 2013 Stock and Option Plan that, among other things, increased the number of shares of common stock available for issuance under the plan by 7,800,000 shares, plus the number of shares that remained available for issuance under our 2006 Stock and Option Plan, which rolled-over into the 2013 Stock and Option Plan. During the three and nine months ended September 30, 2015 and 2014 , the Company recognized the following stock-based compensation expense included in loss from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Stock-based compensation expense by type of award: Stock options $ 39,074 $ 26,291 $ 105,720 $ 78,403 Restricted stock and restricted stock units 26,203 18,418 78,274 51,431 ESPP share issuances 1,738 1,883 5,703 6,231 Less stock-based compensation expense capitalized to inventories (1,281 ) (456 ) (3,318 ) (905 ) Total stock-based compensation included in costs and expenses $ 65,734 $ 46,136 $ 186,379 $ 135,160 Stock-based compensation expense by line item: Research and development expenses $ 44,701 $ 31,131 $ 124,550 $ 91,284 Sales, general and administrative expenses 21,033 15,005 61,829 43,876 Total stock-based compensation included in costs and expenses $ 65,734 $ 46,136 $ 186,379 $ 135,160 The following table sets forth the Company's unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: As of September 30, 2015 Unrecognized Expense, Weighted-average (in thousands) (in years) Type of award: Stock options $ 197,031 2.30 Restricted stock and restricted stock units $ 190,786 2.73 ESPP share issuances $ 1,885 0.44 The following table summarizes information about stock options outstanding and exercisable at September 30, 2015 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted-average Weighted-average Number Weighted-average (in thousands) (in years) (per share) (in thousands) (per share) $18.93–$20.00 138 2.35 $ 18.93 138 $ 18.93 $20.01–$40.00 2,499 3.81 $ 34.56 2,284 $ 34.36 $40.01–$60.00 2,593 6.80 $ 48.27 1,458 $ 49.52 $60.01–$80.00 1,567 8.31 $ 75.94 551 $ 74.95 $80.01–$100.00 1,932 8.28 $ 90.27 638 $ 87.16 $100.01–$120.00 1,791 9.32 $ 109.24 201 $ 109.22 $120.01–$134.69 1,505 9.78 $ 131.21 168 $ 127.52 Total 12,025 7.31 $ 74.90 5,438 $ 53.98 |
Other Arrangements
Other Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Arrangements | Other Arrangements Sale of HIV Protease Inhibitor Royalty Stream In 2008, the Company sold to a third party its rights to receive royalty payments from GlaxoSmithKline plc, net of royalty amounts to be earned by and due to a third party, for a one-time cash payment of $160.0 million . These royalty payments relate to net sales of HIV protease inhibitors, which had been developed pursuant to a collaboration agreement between the Company and GlaxoSmithKline plc. As of September 30, 2015 , the Company had $31.2 million in deferred revenues related to the one-time cash payment, which it is recognizing over the life of the collaboration agreement with GlaxoSmithKline plc based on the units-of-revenue method. In addition, the Company continues to recognize royalty revenues equal to the amount of the third-party subroyalty and an offsetting royalty expense for the third-party subroyalty payment. Other income (expense), net In April 2014, the Company received a one-time cash payment of $36.7 million from its landlord pursuant to the Fan Pier Leases. This payment related to bonds issued pursuant to an Infrastructure Development Assistance Agreement between The Commonwealth of Massachusetts and the Company’s landlord. The bonds were issued in connection with the landlord’s contribution to infrastructure improvements and also were dependent upon employment levels at the Company through the bond issuance date. The Company accounted for the cash payment as a government grant as it was provided in part related to the Company’s employment level in Massachusetts. Such grants are recognized as income in the period in which the conditions of the grant are met and there is reasonable assurance that the grant will be received, provided it is not subject to refund. In the second quarter of 2014, the Company recorded $36.7 million as a credit to other income (expense), net in its consolidated statements of operations because the Company’s employment obligations related to these funds were satisfied as of the date of issuance of the bonds and the payment received was not subject to refund. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to U.S. federal, state, and foreign income taxes. For the three and nine months ended September 30, 2015 , the Company recorded a provision for income taxes of $1.3 million and $31.8 million , respectively. The provision for income taxes recorded in the three and nine months ended September 30, 2015 included $0.8 million and $30.4 million , respectively, related to the Company's VIE's income tax provision. The VIE's income tax provision for the nine months ended September 30, 2015 primarily related to the income tax effect on the $80.0 million up-front payment received by Parion from the Company in June 2015. The Company has no liability for taxes payable by Parion and the income tax provision and related liability have been allocated to noncontrolling interest (VIE). For the three and nine months ended September 30, 2014 , the Company recorded a provision for income taxes of $3.4 million and $4.9 million , respectively, related to state income taxes and income earned in various foreign jurisdictions. As of September 30, 2015 and December 31, 2014 , the Company had unrecognized tax benefits of $0.9 million . The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of September 30, 2015 , no interest and penalties have been accrued. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company did not recognize any material interest or penalties related to uncertain tax positions as of September 30, 2015 and December 31, 2014 . In 2015, it is reasonably possible that the Company will reduce the balance of its unrecognized tax benefits by approximately $0.5 million due to the application of statute of limitations and settlements with taxing authorities, all of which would reduce the Company’s effective tax rate. The Company continues to maintain a valuation allowance against certain deferred tax assets where it is more likely than not that the deferred tax asset will not be realized because of its extended history of annual losses. The Company files U.S. federal income tax returns and income tax returns in various state, local and foreign jurisdictions. The Company is no longer subject to any tax assessment from an income tax examination in the United States before 2011 or any other major taxing jurisdiction for years before 2009, except where the Company has net operating losses or tax credit carryforwards that originated before 2009. The Company currently is under examination by the Internal Revenue Service for the year ended December 31, 2011 and in Canada, Pennsylvania, Delaware, New York and Texas for varying periods including the years ended December 31, 2011 through 2013. No adjustments have been reported. The Company is not under examination by any other jurisdictions for any tax year. The Company concluded audits with Massachusetts and Revenue Quebec during 2015 and the Canada Revenue Agency and Revenue Quebec during 2014 with no material adjustments. The Company currently intends to reinvest the total amount of its unremitted earnings. At September 30, 2015 , foreign earnings, which were not significant, have been retained indefinitely by foreign subsidiary companies for reinvestment; therefore, no provision has been made for income taxes that would be payable upon the distribution of such earnings, and it would not be practicable to determine the amount of the related unrecognized deferred income tax liability. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to U.S. federal income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. |
Restructuring Liabilities
Restructuring Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Liabilities | Restructuring Liabilities 2003 Kendall Restructuring In 2003, the Company adopted a plan to restructure its operations to coincide with its increasing internal emphasis on advancing drug candidates through clinical development to commercialization. The restructuring liability relates to specialized laboratory and office space that is leased to the Company pursuant to a 15 -year lease that terminates in 2018. The Company has not used more than 50% of this space since it adopted the plan to restructure its operations in 2003. This unused laboratory and office space currently is subleased to third parties. The activities related to the restructuring liability for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 9,924 $ 14,936 $ 11,596 $ 19,115 Cash payments (3,975 ) (4,249 ) (10,544 ) (12,071 ) Cash received from subleases 2,919 2,689 8,194 8,067 Restructuring expense (income) 146 (464 ) (232 ) (2,199 ) Liability, end of the period $ 9,014 $ 12,912 $ 9,014 $ 12,912 Fan Pier Move Restructuring In connection with the relocation of its Massachusetts operations to Fan Pier in Boston, Massachusetts, which commenced in 2013, the Company is incurring restructuring charges related to its remaining lease obligations at its facilities in Cambridge, Massachusetts. The majority of these restructuring charges were recorded in the third quarter of 2014 upon decommissioning three facilities in Cambridge. During the first quarter of 2015, the Company terminated two of these lease agreements resulting in a credit to restructuring expense equal to the difference between the Company’s estimated future cash flows related to its lease obligations for these facilities and the termination payment paid to the Company’s landlord on the effective date of the termination. The third major facility included in this restructuring activity is 120,000 square feet of the Kendall Square Facility that the Company continued to use for its operations following its 2003 Kendall Restructuring . The rentable square footage in this portion of the Kendall Square Facility was subleased to a third party in February 2015. The Company will continue to incur charges through April 2018 related to the difference between the Company’s estimated future cash flows related to this portion of the Kendall Square Facility , which include an estimate for sublease income to be received from the Company's sublessee and its actual cash flows. The Company discounted the estimated cash flows related to this restructuring activity at a discount rate of 9% . The activities related to the restructuring liability for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 9,017 $ 3,256 $ 33,390 $ 797 Cash payments (3,070 ) (2,266 ) (25,421 ) (6,643 ) Cash received from subleases 1,820 — 1,820 — Restructuring expense (income) 51 39,752 (1,971 ) 46,588 Liability, end of the period $ 7,818 $ 40,742 $ 7,818 $ 40,742 Other Restructuring Activities The Company has incurred several other restructuring activities that are unrelated to its 2003 Kendall Restructuring and the Fan Pier Move Restructuring . In October 2013, the Company adopted a restructuring plan that included (i) a workforce reduction primarily related to the commercial support of INCIVEK following the continued and rapid decline in the number of patients being treated with INCIVEK as new medicines for the treatment of HCV infection neared approval and (ii) the write-off of certain assets. This action resulted from the Company's decision to focus its investment on future opportunities in cystic fibrosis and other research and development programs. The activities related to the Company's other restructuring liabilities for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 902 $ 792 $ 869 $ 8,441 Cash payments (1,559 ) (399 ) (2,782 ) (8,865 ) Restructuring expense 1,629 1,555 2,885 2,372 Liability, end of the period $ 972 $ 1,948 $ 972 $ 1,948 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Financing Arrangements As of September 30, 2015 , the Company had irrevocable stand-by letters of credit outstanding that were issued in connection with property leases and other similar agreements totaling $21.9 million that are cash collateralized. The cash used to support these letters of credit is included in restricted cash, as of September 30, 2015 , on the Company's condensed consolidated balance sheet. Litigation On May 28, 2014, a purported shareholder class action Local No. 8 IBEW Retirement Plan & Trust v. Vertex Pharmaceuticals Incorporated, et al. was filed in the United States District Court for the District of Massachusetts, naming the Company and certain of the Company's current and former officers and directors as defendants. The lawsuit alleged that the Company made material misrepresentations and/or omissions of material fact in the Company's disclosures during the period from May 7, 2012 through May 29, 2012, all in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The purported class consists of all persons (excluding defendants) who purchased the Company’s common stock between May 7, 2012 and May 29, 2012. The plaintiffs seek unspecified monetary damages, costs and attorneys’ fees as well as disgorgement of the proceeds from certain individual defendants’ sales of the Company’s stock. On October 8, 2014, the Court approved Local No. 8 IBEW Retirement Fund as lead plaintiff, and Scott and Scott LLP as lead counsel for the plaintiff and the putative class. On February 23, 2015, the Company filed a reply to the plaintiffs’ opposition to its motion to dismiss. The court heard oral argument on the motion to dismiss on March 6, 2015 and took the motion under advisement. On September 30, 2015, the court granted the Company's motion to dismiss. On October 15, 2015, the plaintiff filed a notice of appeal. The Company believes the claims to be without merit and intend to vigorously defend the litigation. As of September 30, 2015 , the Company has not recorded any reserves for this purported class action. Guaranties and Indemnifications As permitted under Massachusetts law, the Company’s Articles of Organization and By-laws provide that the Company will indemnify certain of its officers and directors for certain claims asserted against them in connection with their service as an officer or director. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. However, the Company has purchased directors’ and officers’ liability insurance policies that could reduce its monetary exposure and enable it to recover a portion of any future amounts paid. No indemnification claims currently are outstanding, and the Company believes the estimated fair value of these indemnification arrangements is minimal. The Company customarily agrees in the ordinary course of its business to indemnification provisions in agreements with clinical trial investigators and sites in its drug development programs, sponsored research agreements with academic and not-for-profit institutions, various comparable agreements involving parties performing services for the Company, and its real estate leases. The Company also customarily agrees to certain indemnification provisions in its drug discovery, development and commercialization collaboration agreements. With respect to the Company’s clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal injury or property damage, violations of law or certain breaches of the Company’s contractual obligations arising out of the research or clinical testing of the Company’s compounds or drug candidates. With respect to lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by the Company, to violations of law by the Company or to certain breaches of the Company’s contractual obligations. The indemnification provisions appearing in the Company’s collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited indemnification for its collaborator in the event of third-party claims alleging infringement of intellectual property rights. In each of the cases above, the indemnification obligation generally survives the termination of the agreement for some extended period, although the Company believes the obligation typically has the most relevance during the contract term and for a short period of time thereafter. The maximum potential amount of future payments that the Company could be required to make under these provisions is generally unlimited. The Company has purchased insurance policies covering personal injury, property damage and general liability that reduce its exposure for indemnification and would enable it in many cases to recover all or a portion of any future amounts paid. The Company has never paid any material amounts to defend lawsuits or settle claims related to these indemnification provisions. Accordingly, the Company believes the estimated fair value of these indemnification arrangements is minimal. Other Contingencies The Company has certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a reserve for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no material contingent liabilities accrued as of September 30, 2015 or December 31, 2014 . |
Basis of Presentation and Acc25
Basis of Presentation and Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex Pharmaceuticals Incorporated ("Vertex" or the "Company") in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The condensed consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) consolidated variable interest entities (VIEs). All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods ended September 30, 2015 and 2014 . The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 , which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 that was filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2015 (the "2014 Annual Report on Form 10-K"). |
Use of Estimates and Summary of Significant Accounting Policies | Use of Estimates and Summary of Significant Accounting Policies The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these condensed consolidated financial statements have been made in connection with the calculation of revenues, inventories, research and development expenses, stock-based compensation expense, restructuring expense, the fair value of intangible assets, goodwill, noncontrolling interest, the consolidation of VIEs, leases, the fair value of cash flow hedges and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. The Company's significant accounting policies are described in Note A, "Nature of Business and Accounting Policies," in the 2014 Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements For a discussion of recent accounting pronouncements please refer to Note A, “Nature of Business and Accounting Policies—Recent Accounting Pronouncements,” in the 2014 Annual Report on Form 10-K. The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2015 that had a material effect on its condensed consolidated financial statements. |
Product Revenues, Net (Tables)
Product Revenues, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Product Revenues [Abstract] | |
Schedule of product revenue allowances and reserve categories | The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2015 : Trade Rebates, Product Other Total (in thousands) Balance at December 31, 2014 $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 Provision related to current period sales 6,120 39,533 429 2,402 48,484 Adjustments related to prior period sales (143 ) (12,342 ) (993 ) (235 ) (13,713 ) Credits/payments made (5,115 ) (22,465 ) (3,254 ) (1,652 ) (32,486 ) Balance at September 30, 2015 $ 2,325 $ 33,828 $ 895 $ 1,260 $ 38,308 |
Collaborative Arrangements (Tab
Collaborative Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Collaborative Arrangements | |
Schedule of Recognized Collaborative Revenue | During the three and nine months ended September 30, 2015 and 2014 , the Company recognized the following revenues attributable to the Janssen NV collaboration: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Royalty revenues (INCIVO) $ 158 $ 2,284 $ 1,742 $ 12,917 Collaborative revenues (telaprevir) 441 1,390 1,620 4,262 Total revenues attributable to the Janssen NV collaboration $ 599 $ 3,674 $ 3,362 $ 17,179 |
Fair Value Of Consideration Transferred | The consideration paid and the preliminary fair value of the contingent milestone and royalty payments payable by the Company pursuant to the agreement are set forth in the table below: June 4, 2015 (in thousands) Up-front payment $ 80,000 Fair value of contingent milestone and royalty payments 175,340 Total $ 255,340 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets and liabilities recorded on the effective date of the agreement: June 4, 2015 (in thousands) Intangible assets $ 255,340 Goodwill 10,468 Deferred tax liability (91,023 ) Net other assets (liabilities) (10,468 ) Net assets attributable to noncontrolling interests $ 164,317 |
Schedule of Collaborative Arrangement Activity Net Loss Attributable to Noncontrolling Interest | The Company did not have any consolidated VIEs for the three and nine months ended September 30, 2014 . An aggregate summary of net loss attributable to noncontrolling interest related to the Company's VIEs for the three and nine months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands) Loss attributable to noncontrolling interest before provision for income taxes $ (1,743 ) $ (3,322 ) Provision for income taxes (777 ) (30,367 ) Increase in fair value of contingent milestone and royalty payments 3,853 2,780 Net (income) loss attributable to noncontrolling interest $ 1,333 $ (30,909 ) |
Schedule Of Collaborative Arrangement Summary Of Items Related To Variable Interest Entities | The following table summarizes items related to the Company's VIEs included in the Company's condensed consolidated balance sheets as of the dates set forth in the table: September 30, 2015 December 31, 2014 (in thousands) Restricted cash and cash equivalents (VIE) $ 75,765 $ 8,418 Prepaid expenses and other current assets 3,057 268 Intangible assets 284,340 29,000 Goodwill 19,391 8,923 Other assets 461 42 Accounts payable 1,115 189 Accrued expenses and other current liabilities 32,519 3,891 Deferred tax liability, net 110,360 11,544 Other liabilities 300 300 Noncontrolling interest 154,585 21,177 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Potential gross common equivalent shares | The Company did not include the securities described in the following table in the computation of the net loss from continuing operations per share attributable to Vertex common shareholder calculations because the effect would have been anti-dilutive during each period: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Stock options 12,025 13,097 12,025 13,097 Unvested restricted stock and restricted stock units 3,367 2,672 3,367 2,672 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial assets subject to fair value measurements (excluding restricted cash and cash equivalents (Alios)) | The following table sets forth the Company’s financial assets and liabilities subject to fair value measurements: Fair Value Measurements as of September 30, 2015 Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial assets carried at fair value: Cash equivalents: Money market funds $ 340,573 $ 340,573 $ — $ — Corporate debt securities 25,109 — 25,109 — Commercial paper 24,000 — 24,000 — Marketable securities: Corporate debt securities 109,335 — 109,335 — Commercial paper 140,245 — 140,245 — Prepaid and other current assets: Foreign currency forward contracts 3,508 — 3,508 — Other assets: Foreign currency forward contracts 651 — 651 — Total financial assets $ 643,421 $ 340,573 $ 302,848 $ — Financial liabilities carried at fair value: Other liabilities, current portion: Foreign currency forward contracts $ (1,552 ) $ — $ (1,552 ) $ — Other liabilities, excluding current portion: Foreign currency forward contracts (24 ) — (24 ) — Total financial liabilities $ (1,576 ) $ — $ (1,576 ) $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash, cash equivalents and marketable securities | A summary of the Company’s cash, cash equivalents and marketable securities is shown below: Amortized Cost Gross Gross Fair Value (in thousands) As of September 30, 2015 Cash and cash equivalents: Cash and money market funds $ 707,141 $ — $ — $ 707,141 Commercial paper $ 25,109 $ — $ — $ 25,109 Corporate debt securities $ 24,000 $ — $ — $ 24,000 Total cash and cash equivalents $ 756,250 $ — $ — $ 756,250 Marketable securities: Commercial paper (due within 1 year) $ 140,131 $ 114 $ — $ 140,245 Corporate debt securities (due within 1 year) 109,386 28 (79 ) 109,335 Total marketable securities $ 249,517 $ 142 $ (79 ) $ 249,580 Total cash, cash equivalents and marketable securities $ 1,005,767 $ 142 $ (79 ) $ 1,005,830 As of December 31, 2014 Cash and cash equivalents: Cash and money market funds $ 625,259 $ — $ — $ 625,259 Total cash and cash equivalents $ 625,259 $ — $ — $ 625,259 Marketable securities: Government-sponsored enterprise securities (due within 1 year) $ 463,788 $ 14 $ (52 ) $ 463,750 Commercial paper (due within 1 year) 51,674 72 — 51,746 Corporate debt securities (due within 1 year) 196,065 2 (66 ) 196,001 Corporate debt securities (due after 1 year through 5 years) 50,443 — (93 ) 50,350 Total marketable securities $ 761,970 $ 88 $ (211 ) $ 761,847 Total cash, cash equivalents and marketable securities $ 1,387,229 $ 88 $ (211 ) $ 1,387,106 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | A summary of the Company's changes in accumulated other comprehensive (loss) income by component is shown below: Foreign Currency Translation Adjustment Unrealized Holding Gains (Losses) on Marketable Securities Unrealized Gains (Losses) on Foreign Currency Forward Contracts Total (in thousands) Balance at December 31, 2014 $ (971 ) $ (123 ) $ 2,011 $ 917 Other comprehensive (loss) income before reclassifications (164 ) 186 4,072 4,094 Amounts reclassified from accumulated other comprehensive loss — — (3,500 ) (3,500 ) Net current period other comprehensive (loss) income $ (164 ) $ 186 $ 572 $ 594 Balance at September 30, 2015 $ (1,135 ) $ 63 $ 2,583 $ 1,511 Foreign Currency Translation Adjustment Unrealized Holding Gains on Marketable Securities Unrealized (Losses) Gains on Foreign Currency Forward Contracts Total (in thousands) Balance at December 31, 2013 $ (325 ) $ 42 $ (23 ) $ (306 ) Other comprehensive (loss) income before reclassifications (271 ) 25 2,140 1,894 Amounts reclassified from accumulated other comprehensive loss — — (427 ) (427 ) Net current period other comprehensive (loss) income $ (271 ) $ 25 $ 1,713 $ 1,467 Balance at September 30, 2014 $ (596 ) $ 67 $ 1,690 $ 1,161 |
Hedging (Tables)
Hedging (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedging Instruments | The following table summarizes the notional amount of the Company’s outstanding foreign currency forward contracts designated as cash flow hedges: As of September 30, 2015 As of December 31, 2014 Foreign Currency (in thousands) Euro $ 106,620 $ 20,209 British pound sterling 78,861 13,515 Australian dollar 25,414 — Total foreign currency forward contracts $ 210,895 $ 33,724 |
Schedule of Foreign Exchange Contracts | The following table summarizes the fair value of the Company's outstanding foreign currency forward contracts designated as cash flow hedges under GAAP included on the Company's condensed consolidated balance sheets: As of September 30, 2015 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 3,508 Other liabilities, current portion $ (1,552 ) Other assets 651 Other liabilities, excluding current portion (24 ) Total assets $ 4,159 Total liabilities $ (1,576 ) As of December 31, 2014 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 2,011 Other liabilities, current portion $ — Total assets $ 2,011 Total liabilities $ — |
Derivatives Offsetting | The following table summarizes the potential effect of offsetting derivatives by type of financial instrument on the Company's condensed consolidated balance sheets: As of September 30, 2015 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 4,159 $ — $ 4,159 $ (1,576 ) $ 2,583 Total liabilities $ (1,576 ) $ — $ (1,576 ) $ 1,576 $ — As of December 31, 2014 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 2,011 $ — $ 2,011 $ — $ 2,011 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories by Type | Inventories consisted of the following: As of September 30, 2015 As of December 31, 2014 (in thousands) Raw materials $ 8,669 $ 8,506 Work-in-process 34,115 20,508 Finished goods 6,413 1,834 Total $ 49,197 $ 30,848 |
Stock-based Compensation Expe34
Stock-based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense by line item | During the three and nine months ended September 30, 2015 and 2014 , the Company recognized the following stock-based compensation expense included in loss from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Stock-based compensation expense by type of award: Stock options $ 39,074 $ 26,291 $ 105,720 $ 78,403 Restricted stock and restricted stock units 26,203 18,418 78,274 51,431 ESPP share issuances 1,738 1,883 5,703 6,231 Less stock-based compensation expense capitalized to inventories (1,281 ) (456 ) (3,318 ) (905 ) Total stock-based compensation included in costs and expenses $ 65,734 $ 46,136 $ 186,379 $ 135,160 Stock-based compensation expense by line item: Research and development expenses $ 44,701 $ 31,131 $ 124,550 $ 91,284 Sales, general and administrative expenses 21,033 15,005 61,829 43,876 Total stock-based compensation included in costs and expenses $ 65,734 $ 46,136 $ 186,379 $ 135,160 |
Unrecognized stock-based compensation expense, net of estimated forfeitures | The following table sets forth the Company's unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: As of September 30, 2015 Unrecognized Expense, Weighted-average (in thousands) (in years) Type of award: Stock options $ 197,031 2.30 Restricted stock and restricted stock units $ 190,786 2.73 ESPP share issuances $ 1,885 0.44 |
Stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at September 30, 2015 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted-average Weighted-average Number Weighted-average (in thousands) (in years) (per share) (in thousands) (per share) $18.93–$20.00 138 2.35 $ 18.93 138 $ 18.93 $20.01–$40.00 2,499 3.81 $ 34.56 2,284 $ 34.36 $40.01–$60.00 2,593 6.80 $ 48.27 1,458 $ 49.52 $60.01–$80.00 1,567 8.31 $ 75.94 551 $ 74.95 $80.01–$100.00 1,932 8.28 $ 90.27 638 $ 87.16 $100.01–$120.00 1,791 9.32 $ 109.24 201 $ 109.22 $120.01–$134.69 1,505 9.78 $ 131.21 168 $ 127.52 Total 12,025 7.31 $ 74.90 5,438 $ 53.98 |
Restructuring Liabilities (Tabl
Restructuring Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Kendall Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Activity related to the restructuring liability | The activities related to the restructuring liability for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 9,924 $ 14,936 $ 11,596 $ 19,115 Cash payments (3,975 ) (4,249 ) (10,544 ) (12,071 ) Cash received from subleases 2,919 2,689 8,194 8,067 Restructuring expense (income) 146 (464 ) (232 ) (2,199 ) Liability, end of the period $ 9,014 $ 12,912 $ 9,014 $ 12,912 |
Fan Pier Move Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Activity related to the restructuring liability | The activities related to the restructuring liability for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 9,017 $ 3,256 $ 33,390 $ 797 Cash payments (3,070 ) (2,266 ) (25,421 ) (6,643 ) Cash received from subleases 1,820 — 1,820 — Restructuring expense (income) 51 39,752 (1,971 ) 46,588 Liability, end of the period $ 7,818 $ 40,742 $ 7,818 $ 40,742 |
Other Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Activity related to the restructuring liability | The activities related to the Company's other restructuring liabilities for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Liability, beginning of the period $ 902 $ 792 $ 869 $ 8,441 Cash payments (1,559 ) (399 ) (2,782 ) (8,865 ) Restructuring expense 1,629 1,555 2,885 2,372 Liability, end of the period $ 972 $ 1,948 $ 972 $ 1,948 |
Basis of Presentation and Acc36
Basis of Presentation and Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2015segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Product Revenues, Net (Details)
Product Revenues, Net (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Product Revenue Allowance and Reserve [Roll Forward] | |
Balance at December 31, 2014 | $ 36,023 |
Provision related to current period sales | 48,484 |
Adjustments related to prior period sales | (13,713) |
Credits/payments made | (32,486) |
Balance at September 30, 2015 | 38,308 |
Trade Allowances | |
Product Revenue Allowance and Reserve [Roll Forward] | |
Balance at December 31, 2014 | 1,463 |
Provision related to current period sales | 6,120 |
Adjustments related to prior period sales | (143) |
Credits/payments made | (5,115) |
Balance at September 30, 2015 | 2,325 |
Rebates, Chargebacks and Discounts | |
Product Revenue Allowance and Reserve [Roll Forward] | |
Balance at December 31, 2014 | 29,102 |
Provision related to current period sales | 39,533 |
Adjustments related to prior period sales | (12,342) |
Credits/payments made | (22,465) |
Balance at September 30, 2015 | 33,828 |
Product Returns | |
Product Revenue Allowance and Reserve [Roll Forward] | |
Balance at December 31, 2014 | 4,713 |
Provision related to current period sales | 429 |
Adjustments related to prior period sales | (993) |
Credits/payments made | (3,254) |
Balance at September 30, 2015 | 895 |
Other Incentives | |
Product Revenue Allowance and Reserve [Roll Forward] | |
Balance at December 31, 2014 | 745 |
Provision related to current period sales | 2,402 |
Adjustments related to prior period sales | (235) |
Credits/payments made | (1,652) |
Balance at September 30, 2015 | $ 1,260 |
Collaborative Arrangements Narr
Collaborative Arrangements Narrative (Details) | Oct. 26, 2015USD ($)target | Jun. 04, 2015USD ($) | Oct. 31, 2014USD ($) | Apr. 30, 2011USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2013USD ($) | Sep. 30, 2012USD ($) | Sep. 30, 2015USD ($)payment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative revenues | $ 1,546,000 | $ 33,502,000 | $ 2,999,000 | $ 40,846,000 | ||||||||
Development milestones discount rate low end of range (percentage) | 4.10% | |||||||||||
Development milestones discount rate high end of range (percentage) | 5.90% | |||||||||||
Commercial milestones and royalties discount rate (percentage) | 6.60% | |||||||||||
Intangible assets | 284,340,000 | $ 29,000,000 | 284,340,000 | $ 29,000,000 | ||||||||
BioAxone Biosciences Inc | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Up-front payment | $ 10,000,000 | |||||||||||
License fees and milestone payments (up to) | $ 90,000,000 | |||||||||||
Purchase option, term of extension of expiration date (in years) | 1 year | |||||||||||
Increase (decrease) in fair value of contingent milestone and royalty payments | (600,000) | (100,000) | ||||||||||
Contingent consideration, liability | 27,000,000 | 27,000,000 | ||||||||||
Parion Sciences, Inc | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Up-front payment | $ 80,000,000 | |||||||||||
Prior to marketing approval, time period of notice required to terminate (in days) | 90 days | |||||||||||
Subsequent to marketing approval, time period of notice required to terminate (in days) | 180 days | |||||||||||
Change of control prior to clinical trial, time period of notice required to terminate (in days) | 30 days | |||||||||||
Term of agreement following first commercial sale (in years) | 10 years | |||||||||||
Business combination, consideration transferred | $ 255,340,000 | |||||||||||
Intangible assets | 255,340,000 | |||||||||||
Increase (decrease) in fair value of contingent milestone and royalty payments | 4,500,000 | 2,900,000 | ||||||||||
Contingent consideration, liability | 178,200,000 | 178,200,000 | ||||||||||
Cystic Fibrosis Foundation Therapeutics Incorporated | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative funding | $ 75,000,000 | |||||||||||
Number of years over which funding will be made (in years) | 5 years | |||||||||||
Collaborative revenues | 0 | 2,000,000 | $ 0 | 6,500,000 | ||||||||
Milestone payment made | $ 9,300,000 | $ 9,300,000 | ||||||||||
Number of commercial milestone payments for achievement of certain sales levels for corrector compound such as VX-809 or VX-661 (in payments) | payment | 2 | |||||||||||
Janssen | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative revenues | 441,000 | 1,390,000 | $ 1,620,000 | 4,262,000 | ||||||||
Up-front payment | $ 35,000,000 | |||||||||||
Reimbursement revenue | $ 4,000,000 | $ 4,300,000 | $ 18,700,000 | $ 4,300,000 | ||||||||
Time period of notice required to terminate (in months) | 6 months | |||||||||||
Additional Enac Inhibitors | Parion Sciences, Inc | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative arrangement development and regulatory potential milestone payments maximum | 230,000,000 | |||||||||||
Enac Inhibitors in Non Cf | Parion Sciences, Inc | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative arrangement development and regulatory potential milestone payments maximum | 370,000,000 | |||||||||||
ENaC Inhibitors in CF | Parion Sciences, Inc | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Collaborative arrangement development and regulatory potential milestone payments maximum | 490,000,000 | |||||||||||
Collaborative arrangement regulatory potential milestone payments maximum, global filling and approval | $ 360,000,000 | |||||||||||
Subsequent Event | CRISPR Therapeutics | ||||||||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||||||||
Up-front payment | $ 75,000,000 | |||||||||||
Investment in collaborative partner, pursuant to convertible loan agreement | $ 30,000,000 | |||||||||||
Right to license, number of targets (up to) | target | 6 | |||||||||||
Collaborative arrangement development and regulatory potential milestone payments maximum | $ 420,000,000 | |||||||||||
Prior to marketing approval, time period of notice required to terminate (in days) | 90 days | |||||||||||
Subsequent to marketing approval, time period of notice required to terminate (in days) | 270 days |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) $ in Thousands | Jun. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Recognized Collaborative Revenue [Abstract] | ||||||
Royalty revenues | $ 5,759 | $ 8,386 | $ 17,628 | $ 32,134 | ||
Collaborative revenues | 1,546 | 33,502 | 2,999 | 40,846 | ||
Total revenues | 309,816 | 178,987 | 614,401 | 435,859 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||
Restricted cash and cash equivalents (VIE) | 75,765 | 75,765 | $ 8,418 | |||
Prepaid expenses and other current assets | 63,388 | 63,388 | 44,175 | |||
Intangible assets | 284,340 | 284,340 | 29,000 | |||
Goodwill | 50,384 | 50,384 | 39,915 | |||
Deferred tax liability | (113,860) | (113,860) | (15,044) | |||
Other assets | 11,061 | 11,061 | 3,265 | |||
Accounts payable | 78,899 | 78,899 | 71,194 | |||
Accrued expenses | 249,698 | 249,698 | 209,676 | |||
Other liabilities, excluding current portion | 34,990 | 34,990 | 21,707 | |||
Noncontrolling interest | 154,585 | 154,585 | 21,177 | |||
Loss attributable to noncontrolling interest before provision for income taxes | (92,486) | (166,577) | (481,752) | (556,281) | ||
Provision for income taxes | (1,330) | (3,419) | (31,760) | (4,915) | ||
Net (income) loss attributable to noncontrolling interest | 1,333 | 0 | (30,909) | 0 | ||
Janssen | ||||||
Recognized Collaborative Revenue [Abstract] | ||||||
Royalty revenues | 158 | 2,284 | 1,742 | 12,917 | ||
Collaborative revenues | 441 | 1,390 | 1,620 | 4,262 | ||
Total revenues | 599 | $ 3,674 | 3,362 | $ 17,179 | ||
Up-front payment | 35,000 | |||||
Parion Sciences, Inc | ||||||
Recognized Collaborative Revenue [Abstract] | ||||||
Up-front payment | $ 80,000 | |||||
Fair value of contingent milestone and royalty payments | 175,340 | |||||
Business combination, consideration transferred | 255,340 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||
Intangible assets | 255,340 | |||||
Goodwill | 10,468 | |||||
Deferred tax liability | (91,023) | |||||
Net other assets (liabilities) | (10,468) | |||||
Net assets attributable to noncontrolling interests | $ 164,317 | |||||
Provision for income taxes | (800) | (30,400) | ||||
Increase in fair value of contingent milestone and royalty payments | (4,500) | (2,900) | ||||
Variable Interest Entity, Primary Beneficiary | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||
Restricted cash and cash equivalents (VIE) | 75,765 | 75,765 | 8,418 | |||
Prepaid expenses and other current assets | 3,057 | 3,057 | 268 | |||
Intangible assets | 284,340 | 284,340 | 29,000 | |||
Goodwill | 19,391 | 19,391 | 8,923 | |||
Deferred tax liability | (110,360) | (110,360) | (11,544) | |||
Other assets | 461 | 461 | 42 | |||
Accounts payable | 1,115 | 1,115 | 189 | |||
Accrued expenses | 32,519 | 32,519 | 3,891 | |||
Other liabilities, excluding current portion | 300 | 300 | 300 | |||
Noncontrolling interest | 154,585 | 154,585 | $ 21,177 | |||
Loss attributable to noncontrolling interest before provision for income taxes | (1,743) | (3,322) | ||||
Provision for income taxes | (777) | (30,367) | ||||
Increase in fair value of contingent milestone and royalty payments | (3,853) | (2,780) | ||||
Net (income) loss attributable to noncontrolling interest | $ 1,333 | $ 30,909 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,025 | 13,097 | 12,025 | 13,097 |
Unvested restricted stock and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,367 | 2,672 | 3,367 | 2,672 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Level 3 | |
Financial assets carried at fair value: | |
Term loan fair value | $ 294,800 |
Recurring basis | |
Financial assets carried at fair value: | |
Total financial assets | 643,421 |
Total financial liabilities | (1,576) |
Recurring basis | Money market funds | |
Financial assets carried at fair value: | |
Cash equivalents: | 340,573 |
Recurring basis | Corporate debt securities | |
Financial assets carried at fair value: | |
Cash equivalents: | 25,109 |
Marketable securities: | 109,335 |
Recurring basis | Commercial paper | |
Financial assets carried at fair value: | |
Cash equivalents: | 24,000 |
Marketable securities: | 140,245 |
Recurring basis | Level 1 | |
Financial assets carried at fair value: | |
Total financial assets | 340,573 |
Total financial liabilities | 0 |
Recurring basis | Level 1 | Money market funds | |
Financial assets carried at fair value: | |
Cash equivalents: | 340,573 |
Recurring basis | Level 1 | Corporate debt securities | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Recurring basis | Level 1 | Commercial paper | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Recurring basis | Level 2 | |
Financial assets carried at fair value: | |
Total financial assets | 302,848 |
Total financial liabilities | (1,576) |
Recurring basis | Level 2 | Money market funds | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Recurring basis | Level 2 | Corporate debt securities | |
Financial assets carried at fair value: | |
Cash equivalents: | 25,109 |
Marketable securities: | 109,335 |
Recurring basis | Level 2 | Commercial paper | |
Financial assets carried at fair value: | |
Cash equivalents: | 24,000 |
Marketable securities: | 140,245 |
Recurring basis | Level 3 | |
Financial assets carried at fair value: | |
Total financial assets | 0 |
Total financial liabilities | 0 |
Recurring basis | Level 3 | Money market funds | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Recurring basis | Level 3 | Corporate debt securities | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Recurring basis | Level 3 | Commercial paper | |
Financial assets carried at fair value: | |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Prepaid and other current assets | Foreign currency forward contracts | Recurring basis | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 3,508 |
Prepaid and other current assets | Foreign currency forward contracts | Recurring basis | Level 1 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Prepaid and other current assets | Foreign currency forward contracts | Recurring basis | Level 2 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 3,508 |
Prepaid and other current assets | Foreign currency forward contracts | Recurring basis | Level 3 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other Assets | Foreign currency forward contracts | Recurring basis | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 651 |
Other Assets | Foreign currency forward contracts | Recurring basis | Level 1 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other Assets | Foreign currency forward contracts | Recurring basis | Level 2 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 651 |
Other Assets | Foreign currency forward contracts | Recurring basis | Level 3 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other liabilities, current portion | Foreign currency forward contracts | Recurring basis | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | (1,552) |
Other liabilities, current portion | Foreign currency forward contracts | Recurring basis | Level 1 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other liabilities, current portion | Foreign currency forward contracts | Recurring basis | Level 2 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | (1,552) |
Other liabilities, current portion | Foreign currency forward contracts | Recurring basis | Level 3 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other liabilities, excluding current portion | Foreign currency forward contracts | Recurring basis | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | (24) |
Other liabilities, excluding current portion | Foreign currency forward contracts | Recurring basis | Level 1 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Other liabilities, excluding current portion | Foreign currency forward contracts | Recurring basis | Level 2 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | (24) |
Other liabilities, excluding current portion | Foreign currency forward contracts | Recurring basis | Level 3 | |
Financial assets carried at fair value: | |
Foreign currency forward contracts | 0 |
Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences Inc | Level 1 | |
Financial assets carried at fair value: | |
Cash and cash equivalents | $ 75,400 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | $ 1,005,767 | $ 1,387,229 |
Gross Unrealized Gains | 142 | 88 |
Gross Unrealized Losses | (79) | (211) |
Fair Value | 1,005,830 | 1,387,106 |
Total cash and cash equivalents | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 756,250 | 625,259 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 756,250 | 625,259 |
Cash and money market funds | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 707,141 | 625,259 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 707,141 | 625,259 |
Commercial paper | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 25,109 | 51,674 |
Gross Unrealized Gains | 0 | 72 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 25,109 | 51,746 |
Corporate Debt Securities | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 24,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 24,000 | |
Total marketable securities | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 249,517 | 761,970 |
Gross Unrealized Gains | 142 | 88 |
Gross Unrealized Losses | (79) | (211) |
Fair Value | 249,580 | 761,847 |
Government-sponsored enterprise securities (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 463,788 | |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (52) | |
Fair Value | 463,750 | |
Commercial paper (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 140,131 | |
Gross Unrealized Gains | 114 | |
Gross Unrealized Losses | 0 | |
Fair Value | 140,245 | |
Corporate debt securities (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 109,386 | 196,065 |
Gross Unrealized Gains | 28 | 2 |
Gross Unrealized Losses | (79) | (66) |
Fair Value | $ 109,335 | 196,001 |
Corporate debt securities (due after 1 year through 5 years) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 50,443 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (93) | |
Fair Value | $ 50,350 |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at balance sheet date | $ 917 | $ (306) | ||
Other comprehensive (loss) income before reclassifications | 4,094 | 1,894 | ||
Amounts reclassified from accumulated other comprehensive loss | (3,500) | (427) | ||
Total changes in other comprehensive loss | $ 3,218 | $ 1,184 | 594 | 1,467 |
Balance at balance sheet date | 1,511 | 1,161 | 1,511 | 1,161 |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at balance sheet date | (971) | (325) | ||
Other comprehensive (loss) income before reclassifications | (164) | (271) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total changes in other comprehensive loss | (164) | (271) | ||
Balance at balance sheet date | (1,135) | (596) | (1,135) | (596) |
Unrealized Holding Gains (Losses) on Marketable Securities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at balance sheet date | (123) | 42 | ||
Other comprehensive (loss) income before reclassifications | 186 | 25 | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total changes in other comprehensive loss | 186 | 25 | ||
Balance at balance sheet date | 63 | 67 | 63 | 67 |
Unrealized Gains (Losses) on Foreign Currency Forward Contracts | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance at balance sheet date | 2,011 | (23) | ||
Other comprehensive (loss) income before reclassifications | 4,072 | 2,140 | ||
Amounts reclassified from accumulated other comprehensive loss | (3,500) | (427) | ||
Total changes in other comprehensive loss | 572 | 1,713 | ||
Balance at balance sheet date | $ 2,583 | $ 1,690 | $ 2,583 | $ 1,690 |
Hedging (Details)
Hedging (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair Value - assets | $ 2,011 | |
Fair Value - liabilities | 0 | |
Offsetting Derivative Assets [Abstract] | ||
Gross Amounts Recognized | $ 4,159 | 2,011 |
Gross Amounts Offset | 0 | 0 |
Gross Amount Presented | 4,159 | 2,011 |
Gross Amount Not Offset | (1,576) | 0 |
Legal Offset | 2,583 | 2,011 |
Offsetting Derivative Liabilities [Abstract] | ||
Gross Amounts Recognized | (1,576) | |
Gross Amounts Offset | 0 | |
Gross Amount Presented | (1,576) | |
Gross Amount Not Offset | 1,576 | |
Legal Offset | 0 | |
Prepaid and other current assets | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair Value - assets | 3,508 | 2,011 |
Other liabilities, current portion | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair Value - liabilities | (1,552) | 0 |
Other assets | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair Value - assets | 651 | |
Other liabilities, excluding current portion | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair Value - liabilities | (24) | |
Designated as hedging instrument | Foreign Currency Forward Contract | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | 210,895 | 33,724 |
Designated as hedging instrument | Euro | Foreign Currency Forward Contract | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | 106,620 | 20,209 |
Designated as hedging instrument | British pound sterling | Foreign Currency Forward Contract | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | 78,861 | 13,515 |
Designated as hedging instrument | Australian dollar | Foreign Currency Forward Contract | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | $ 25,414 | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,669 | $ 8,506 |
Work-in-process | 34,115 | 20,508 |
Finished goods | 6,413 | 1,834 |
Total | $ 49,197 | $ 30,848 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2014 | Sep. 30, 2015 | Jun. 04, 2015 | Dec. 31, 2014 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
Intangible assets | $ 284,340 | $ 29,000 | ||
Goodwill | 50,384 | 39,915 | ||
Parion Sciences, Inc | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Intangible assets | $ 255,340 | |||
Goodwill | $ 10,468 | |||
Variable Interest Entity, Primary Beneficiary | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Intangible assets | 284,340 | 29,000 | ||
Goodwill | $ 19,391 | $ 8,923 | ||
Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences Inc | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
In-process research and development intangible asset | $ 29,000 | |||
Indefinite-lived Intangible Assets | Variable Interest Entity, Primary Beneficiary | Parion Sciences, Inc | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Fair value inputs, discount rate (percent) | 7.10% | |||
Indefinite-lived Intangible Assets | Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences Inc | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Fair value inputs, discount rate (percent) | 7.50% |
Long-term Obligations - Fan Pie
Long-term Obligations - Fan Pier Leases (Details) $ in Thousands, ft² in Millions | 12 Months Ended | ||
Dec. 31, 2011ft²leasebuilding | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of leases | lease | 2 | ||
Area of real estate property (in square feet) | ft² | 1.1 | ||
Number of buildings under lease agreement | building | 2 | ||
Optional term of lease agreement (in years) | 10 years | ||
Property and equipment, net | $ 706,670 | $ 715,812 | |
Construction financing lease obligation, current and noncurrent | 473,100 | 473,400 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 505,600 | $ 515,000 |
Long-term Obligations - Term Lo
Long-term Obligations - Term Loan (Details) - USD ($) | 1 Months Ended | ||
Oct. 31, 2015 | Jul. 31, 2014 | Sep. 30, 2015 | |
Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Face amount of term loan | $ 300,000,000 | ||
Interest rate, stated percentage | 7.20% | ||
Contingent interest rate (percent) | 6.20% | ||
Unamortized discount on term loan | $ 5,300,000 | $ 5,200,000 | |
Senior Secured Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 200,000,000 | ||
Minimum | Senior Secured Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 5.00% | ||
Subsequent Event | Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Amount of principal repayment on quarterly installment payments from October 1, 2016 through maturity | $ 75,000,000 | ||
Debt instrument, repayment provision, period over which present value of interest payments is determined (in years) | 2 years |
Stock-based Compensation Expe49
Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation expense: | |||||
Less stock-based compensation expense capitalized to inventories | $ (1,281) | $ (456) | $ (3,318) | $ (905) | |
Total stock-based compensation included in costs and expenses | 65,734 | 46,136 | 186,379 | 135,160 | |
Stock options | |||||
Stock-based compensation expense: | |||||
Stock-based compensation expense by type of award: | 39,074 | 26,291 | 105,720 | 78,403 | |
Type of award: | |||||
Unrecognized Expense, Net of Estimated Forfeitures | 197,031 | $ 197,031 | |||
Weighted-average recognition period (in years) | 2 years 3 months 18 days | ||||
Restricted stock and restricted stock units | |||||
Stock-based compensation expense: | |||||
Stock-based compensation expense by type of award: | 26,203 | 18,418 | $ 78,274 | 51,431 | |
Type of award: | |||||
Unrecognized Expense, Net of Estimated Forfeitures | 190,786 | $ 190,786 | |||
Weighted-average recognition period (in years) | 2 years 8 months 23 days | ||||
ESPP share issuances | |||||
Stock-based compensation expense: | |||||
Stock-based compensation expense by type of award: | 1,738 | 1,883 | $ 5,703 | 6,231 | |
Type of award: | |||||
Unrecognized Expense, Net of Estimated Forfeitures | 1,885 | $ 1,885 | |||
Weighted-average recognition period (in years) | 5 months 9 days | ||||
Research and development expenses | |||||
Stock-based compensation expense: | |||||
Total stock-based compensation included in costs and expenses | 44,701 | 31,131 | $ 124,550 | 91,284 | |
Sales, general and administrative expenses | |||||
Stock-based compensation expense: | |||||
Total stock-based compensation included in costs and expenses | $ 21,033 | $ 15,005 | $ 61,829 | $ 43,876 | |
Stock and Option Plan 2013 [Member] | |||||
Type of award: | |||||
Number of additional shares authorized | 7,800,000 |
Stock-based Compensation Expe50
Stock-based Compensation Expense (Details 2) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price range, options outstanding (in shares) | shares | 12,025 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 7 years 3 months 22 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 74.90 |
Exercise price range, options exercisable (in shares) | shares | 5,438 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 53.98 |
$18.93–$20.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 18.93 |
Exercise price, high end of range (usd per share) | $ 20 |
Exercise price range, options outstanding (in shares) | shares | 138 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 2 years 4 months 6 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 18.93 |
Exercise price range, options exercisable (in shares) | shares | 138 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 18.93 |
$20.01–$40.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 20.01 |
Exercise price, high end of range (usd per share) | $ 40 |
Exercise price range, options outstanding (in shares) | shares | 2,499 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 3 years 9 months 22 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 34.56 |
Exercise price range, options exercisable (in shares) | shares | 2,284 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 34.36 |
$40.01–$60.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 40.01 |
Exercise price, high end of range (usd per share) | $ 60 |
Exercise price range, options outstanding (in shares) | shares | 2,593 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 6 years 9 months 18 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 48.27 |
Exercise price range, options exercisable (in shares) | shares | 1,458 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 49.52 |
$60.01–$80.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 60.01 |
Exercise price, high end of range (usd per share) | $ 80 |
Exercise price range, options outstanding (in shares) | shares | 1,567 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 8 years 3 months 22 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 75.94 |
Exercise price range, options exercisable (in shares) | shares | 551 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 74.95 |
$80.01–$100.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 80.01 |
Exercise price, high end of range (usd per share) | $ 100 |
Exercise price range, options outstanding (in shares) | shares | 1,932 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 8 years 3 months 11 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 90.27 |
Exercise price range, options exercisable (in shares) | shares | 638 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 87.16 |
$100.01–$120.00 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 100.01 |
Exercise price, high end of range (usd per share) | $ 120 |
Exercise price range, options outstanding (in shares) | shares | 1,791 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 9 years 3 months 26 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 109.24 |
Exercise price range, options exercisable (in shares) | shares | 201 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 109.22 |
$120.01–$134.69 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exercise price, low end of range (usd per share) | 120.01 |
Exercise price, high end of range (usd per share) | $ 134.69 |
Exercise price range, options outstanding (in shares) | shares | 1,505 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 9 years 9 months 11 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $ 131.21 |
Exercise price range, options exercisable (in shares) | shares | 168 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $ 127.52 |
Other Arrangements (Details)
Other Arrangements (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2008 | Sep. 30, 2015 | |
Sale of HIV Protease Inhibitor Royalty Stream | ||||
Gross proceeds from sale of royalty rights receivable from GlaxoSmithKline | $ 160 | |||
Deferred revenue royalty purchase agreement | $ 31.2 | |||
Other nonoperating income | $ 36.7 | $ 36.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jun. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||
Provision for income taxes | $ 1,330 | $ 3,419 | $ 31,760 | $ 4,915 | ||
Unrecognized tax benefits | 900 | 900 | $ 900 | |||
Estimated reduction in unrecognized tax benefits in next fiscal year | 500 | 500 | ||||
Parion Sciences, Inc | ||||||
Schedule of Collaborative Arrangement Agreements [Line Items] | ||||||
Provision for income taxes | $ 800 | $ 30,400 | ||||
Up-front payment | $ 80,000 |
Restructuring Liabilities (Deta
Restructuring Liabilities (Details) ft² in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015ft²lease | Sep. 30, 2014facility | Dec. 31, 2003 | Dec. 31, 2011ft² | |
Restructuring Cost and Reserve [Line Items] | ||||
Area of real estate property (in square feet) | 1,100 | |||
Kendall Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Lease term (in years) | 15 years | |||
Restructuring and related activities, leased office space, maximum percentage used - not more than | 50.00% | |||
Fan Pier Move Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities decommissioned | facility | 3 | |||
Number of leases terminated | lease | 2 | |||
Area of real estate property (in square feet) | 120 | |||
Discount rate related to leases (percent) | 9.00% |
Restructuring Liabilities (De54
Restructuring Liabilities (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring activities | ||||
Restructuring expense (income) | $ 1,826 | $ 40,843 | $ 682 | $ 46,761 |
Kendall Restructuring | ||||
Restructuring activities | ||||
Liability, beginning of the period | 9,924 | 14,936 | 11,596 | 19,115 |
Cash payments | (3,975) | (4,249) | (10,544) | (12,071) |
Cash received from subleases | 2,919 | 2,689 | 8,194 | 8,067 |
Restructuring expense (income) | 146 | (464) | (232) | (2,199) |
Liability, end of the period | 9,014 | 12,912 | 9,014 | 12,912 |
Fan Pier Move Restructuring | ||||
Restructuring activities | ||||
Liability, beginning of the period | 9,017 | 3,256 | 33,390 | 797 |
Cash payments | (3,070) | (2,266) | (25,421) | (6,643) |
Cash received from subleases | 1,820 | 0 | 1,820 | 0 |
Restructuring expense (income) | 51 | 39,752 | (1,971) | 46,588 |
Liability, end of the period | 7,818 | 40,742 | 7,818 | 40,742 |
Other Restructuring | ||||
Restructuring activities | ||||
Liability, beginning of the period | 902 | 792 | 869 | 8,441 |
Cash payments | (1,559) | (399) | (2,782) | (8,865) |
Restructuring expense (income) | 1,629 | 1,555 | 2,885 | 2,372 |
Liability, end of the period | $ 972 | $ 1,948 | $ 972 | $ 1,948 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Restricted cash and cash equivalents | $ 21.9 |