Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 31, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 30 | ||
Entity Common Stock, Shares Outstanding | 246,391,955 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Product revenues, net | $ 1,000,324 | $ 487,821 | $ 837,645 |
Royalty revenues | 23,959 | 40,919 | 156,592 |
Collaborative revenues | 8,053 | 51,675 | 217,738 |
Total revenues | 1,032,336 | 580,415 | 1,211,975 |
Costs and expenses: | |||
Cost of product revenues | 117,151 | 39,725 | 88,979 |
Royalty expenses | 7,361 | 21,262 | 41,298 |
Research and development expenses | 995,922 | 855,506 | 882,097 |
Sales, general and administrative expenses | 376,575 | 305,409 | 356,188 |
Restructuring expenses | 2,206 | 50,925 | 40,521 |
Intangible asset impairment charges | 0 | 0 | 412,900 |
Total costs and expenses | 1,499,215 | 1,272,827 | 1,821,983 |
Loss from operations | (466,879) | (692,412) | (610,008) |
Interest expense, net | (84,206) | (72,863) | (22,926) |
Other (expense) income, net | (6,715) | 30,400 | 6,890 |
Loss from continuing operations before provision for (benefit from) income taxes | (557,800) | (734,875) | (626,044) |
Provision for (benefit from) income taxes | 30,381 | 6,958 | (122,422) |
Loss from continuing operations | (588,181) | (741,833) | (503,622) |
Loss from discontinued operations, net of tax benefit of $0, $0 and $(166,145), respectively | 0 | (912) | (183,928) |
Net loss | (588,181) | (742,745) | (687,550) |
Loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | 242,522 |
Loss attributable to noncontrolling interest | 31,847 | 4,190 | 0 |
Net loss attributable to Vertex | (556,334) | (738,555) | (445,028) |
Loss from continuing operations | (556,334) | (737,643) | (503,622) |
(Loss) income from discontinued operations | $ 0 | $ (912) | $ 58,594 |
Net loss from continuing operations: | |||
Net (loss) income from continuing operations, basic (usd per share) | $ (2.31) | $ (3.14) | $ (2.24) |
Net (loss) income from continuing operations, diluted (usd per share) | (2.31) | (3.14) | (2.24) |
Net (loss) income from discontinued operations: | |||
Net (loss) income from discontinuing operations, basic (usd per share) | 0 | 0 | 0.26 |
Net (loss) income from discontinuing operations, diluted (usd per share) | 0 | 0 | 0.26 |
Net loss: | |||
Basic (usd per share) | (2.31) | (3.14) | (1.98) |
Diluted (usd per share) | $ (2.31) | $ (3.14) | $ (1.98) |
Shares used in per share calculations: | |||
Basic (in shares) | 241,312 | 235,307 | 224,906 |
Diluted (in shares) | 241,312 | 235,307 | 224,906 |
Consolidated Statements of Ope3
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Tax effect of discontinued operations | $ 0 | $ 0 | $ (166,145) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net loss | $ (588,181) | $ (742,745) | $ (687,550) |
Changes in other comprehensive income (loss): | |||
Unrealized holding gains (losses) on marketable securities | 249 | (165) | (154) |
Unrealized gains (losses) on foreign currency forward contracts, net of tax | 1,767 | 2,034 | (23) |
Foreign currency translation adjustment | (1,109) | (646) | 421 |
Total changes in other comprehensive income (loss) | 907 | 1,223 | 244 |
Comprehensive loss | (587,274) | (741,522) | (687,306) |
Comprehensive loss attributable to noncontrolling interest | 31,847 | 4,190 | 0 |
Comprehensive loss attributable to Vertex | $ (555,427) | $ (737,332) | $ (687,306) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 714,768 | $ 625,259 |
Marketable securities, available-for-sale | 327,694 | 761,847 |
Restricted cash and cash equivalents (VIE) | 78,910 | 8,418 |
Accounts receivable, net | 177,639 | 75,964 |
Inventories | 57,207 | 30,848 |
Prepaid expenses and other current assets | 50,935 | 44,175 |
Total current assets | 1,407,153 | 1,546,511 |
Property and equipment, net | 697,715 | 715,812 |
Intangible assets | 284,340 | 29,000 |
Goodwill | 50,384 | 39,915 |
Note receivable | 30,000 | 0 |
Restricted cash | 22,083 | 176 |
Other assets | 7,200 | 3,265 |
Total assets | 2,498,875 | 2,334,679 |
Current liabilities: | ||
Accounts payable | 74,942 | 71,194 |
Accrued expenses | 305,820 | 209,676 |
Deferred revenues, current portion | 16,296 | 17,468 |
Accrued restructuring expense, current portion | 7,894 | 33,107 |
Capital lease obligations, current portion | 15,545 | 17,806 |
Senior secured term loan, current portion | 71,478 | 14,206 |
Other liabilities, current portion | 14,374 | 4,797 |
Total current liabilities | 506,349 | 368,254 |
Deferred revenues, excluding current portion | 9,714 | 27,808 |
Accrued restructuring expense, excluding current portion | 7,464 | 12,748 |
Capital lease obligations, excluding current portion | 42,923 | 39,293 |
Deferred tax liability | 110,439 | 15,044 |
Construction financing lease obligation, excluding current portion | 472,611 | 473,073 |
Senior secured term loan, excluding current portion | 223,969 | 280,569 |
Other liabilities, excluding current portion | 31,778 | 21,707 |
Total liabilities | $ 1,405,247 | $ 1,238,496 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2015 and 2014 | $ 0 | $ 0 |
Common stock, $0.01 par value; 500,000,000 and 300,000,000 shares authorized at December 31, 2015 and 2014, respectively; 246,306,818 and 241,764,398 shares issued and outstanding at December 31, 2015 and 2014, respectively | 2,427 | 2,385 |
Additional paid-in capital | 6,197,500 | 5,777,154 |
Accumulated other comprehensive income | 1,824 | 917 |
Accumulated deficit | (5,261,784) | (4,705,450) |
Total Vertex shareholders’ equity | 939,967 | 1,075,006 |
Noncontrolling interest | 153,661 | 21,177 |
Total shareholders’ equity | 1,093,628 | 1,096,183 |
Total liabilities and shareholders’ equity | $ 2,498,875 | $ 2,334,679 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 500,000,000 | 300,000,000 |
Common stock, shares issued (shares) | 246,306,818 | 241,764,398 |
Common stock, shares outstanding (shares) | 246,306,818 | 241,764,398 |
Consolidated Statements of Shar
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 Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest |
Balance (shares) at Dec. 31, 2012 | 217,287 | ||||||
Balance at Dec. 31, 2012 | $ 1,195,852 | $ 999,180 | $ 2,149 | $ 4,519,448 | $ (550) | $ (3,521,867) | $ 196,672 |
Increase (Decrease) in Stockholders' Equity | |||||||
Other comprehensive income, net of tax | 244 | 244 | 244 | ||||
Net income (loss) | $ (687,550) | (445,028) | (445,028) | (242,522) | |||
Issuance of common stock under benefit plans (shares) | 99 | 8,226 | |||||
Issuance of common stock under benefit plans | $ 271,738 | 271,801 | $ 88 | 271,713 | (63) | ||
Convertible senior subordinated notes (due 2015) conversion (shares) | 8,276 | ||||||
Convertible senior subordinated notes (due 2015) conversion | 402,265 | 402,265 | $ 83 | 402,182 | |||
Stock-based compensation expense | 128,351 | 127,883 | 127,883 | 468 | |||
Restructuring expense related to benefit plans | 1,312 | 1,312 | 1,312 | ||||
Tax benefit from equity compensation | (1,252) | (1,252) | (1,252) | ||||
Noncontrolling interest upon deconsolidation | 45,445 | 45,445 | |||||
Balance at Dec. 31, 2013 | 1,356,405 | 1,356,405 | $ 2,320 | 5,321,286 | (306) | (3,966,895) | 0 |
Balance (shares) at Dec. 31, 2013 | 233,789 | ||||||
Balance at beginning of period at Dec. 31, 2012 | 38,530 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interest | |||||||
Noncontrolling interest upon deconsolidation | (38,530) | ||||||
Balance at end of period at Dec. 31, 2013 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Other comprehensive income, net of tax | 1,223 | 1,223 | 1,223 | ||||
Net income (loss) | (742,745) | (738,555) | (738,555) | (4,190) | |||
Issuance of common stock under benefit plans (shares) | 7,975 | ||||||
Issuance of common stock under benefit plans | 274,808 | 274,808 | $ 65 | 274,743 | |||
Stock-based compensation expense | 178,965 | 178,965 | 178,965 | ||||
Tax benefit from equity compensation | 2,160 | 2,160 | 2,160 | ||||
Noncontrolling interest upon consolidation | 25,367 | 25,367 | |||||
Balance at Dec. 31, 2014 | 1,096,183 | 1,075,006 | $ 2,385 | 5,777,154 | 917 | (4,705,450) | 21,177 |
Balance (shares) at Dec. 31, 2014 | 241,764 | ||||||
Balance at end of period at Dec. 31, 2014 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Other comprehensive income, net of tax | 907 | 907 | 907 | ||||
Net income (loss) | (588,181) | (556,334) | (556,300) | (31,847) | |||
Issuance of common stock under benefit plans (shares) | 4,543 | ||||||
Issuance of common stock under benefit plans | 185,290 | 185,276 | $ 42 | 185,234 | 14 | ||
Stock-based compensation expense | 235,112 | 235,112 | 235,112 | ||||
Noncontrolling interest upon consolidation | 164,317 | 164,317 | |||||
Balance at Dec. 31, 2015 | 1,093,628 | $ 939,967 | $ 2,427 | $ 6,197,500 | $ 1,824 | $ (5,261,784) | $ 153,661 |
Balance (shares) at Dec. 31, 2015 | 246,307 | ||||||
Balance at end of period at Dec. 31, 2015 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (588,181) | $ (742,745) | $ (687,550) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 231,025 | 177,542 | 127,303 |
Depreciation and amortization expense | 62,343 | 63,257 | 48,365 |
Deferred income taxes | 3,283 | 281 | (285,053) |
Impairment of property and equipment | 2,516 | 1,689 | 7,594 |
Excess tax benefit from share-based payment arrangements | 0 | (2,160) | 1,252 |
Intangible asset impairment charges | 0 | 0 | 663,500 |
Deconsolidation of variable interest entity | 0 | 0 | 55,110 |
Write-downs of inventories to net realizable value | 0 | 0 | 10,358 |
Other non-cash based compensation expense | 0 | 0 | 5,860 |
Other non-cash items, net | 9,532 | 0 | 6,742 |
Changes in operating assets and liabilities, excluding the effects of the acquisition and deconsolidation of variable interest entities: | |||
Accounts receivable, net | (104,847) | 7,428 | 53,363 |
Inventories | (23,146) | (16,469) | 7,142 |
Prepaid expenses and other assets | (9,260) | (15,771) | (12,061) |
Accounts payable | (1,709) | 25,048 | (49,234) |
Accrued expenses and other liabilities | 102,746 | (63,183) | 34,629 |
Accrued restructuring expense | (30,492) | 17,502 | 5,025 |
Deferred revenues | (19,242) | (25,531) | (53,011) |
Net cash used in operating activities | (365,432) | (573,112) | (60,666) |
Cash flows from investing activities: | |||
Maturities of marketable securities | 1,067,443 | 1,557,938 | 2,348,295 |
Purchases of marketable securities | (633,041) | (1,424,172) | (2,412,418) |
Payment for acquisition of variable interest entity | (80,000) | (10,000) | 0 |
Expenditures for property and equipment | (45,302) | (51,201) | (51,393) |
Investment in note receivable | (30,000) | 0 | 0 |
(Increase) decrease in restricted cash and cash equivalents | (21,981) | 0 | 31,804 |
Decrease in restricted cash and cash equivalents (VIE) | 11,685 | 1,638 | 27,884 |
Decrease (increase) in other assets | 52 | (244) | 1,698 |
Payments returned related to construction financing lease obligation | 0 | 8,050 | 0 |
Payments on construction costs | 0 | 0 | (58,431) |
Net cash provided by (used in) investing activities | 268,856 | 82,009 | (112,561) |
Cash flows from financing activities: | |||
Issuances of common stock under benefit plans | 185,592 | 274,615 | 265,878 |
Payments on construction financing lease obligation | (381) | (336) | 0 |
Proceeds from lease financing | 23,662 | 0 | 0 |
Payments on capital lease financing | (19,954) | (21,443) | (16,057) |
Proceeds from senior secured term loan | 0 | 294,243 | 0 |
Excess tax benefit from share-based payment arrangements | 0 | 2,160 | (1,252) |
Payments to redeem secured notes | 0 | 0 | (158) |
Net cash provided by financing activities | 188,919 | 549,239 | 248,411 |
Effect of changes in exchange rates on cash | (2,834) | (2,176) | 4,708 |
Net increase in cash and cash equivalents | 89,509 | 55,960 | 79,892 |
Cash and cash equivalents—beginning of period | 625,259 | 569,299 | 489,407 |
Cash and cash equivalents—end of period | 714,768 | 625,259 | 569,299 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 85,613 | 68,963 | 13,458 |
Cash paid for income taxes | 1,806 | 1,210 | 2,840 |
Conversion of convertible senior subordinated notes (due 2015) for common stock | 0 | 0 | 399,842 |
Unamortized deferred debt issuance costs exchanged | 0 | 0 | 4,230 |
Capitalization of costs related to construction financing lease obligation | 0 | 25,564 | 215,013 |
Assets acquired under capital lease obligations | 0 | 9,188 | 50,972 |
Issuances of common stock exercises from employee benefit plans receivable | $ 361 | $ 637 | $ 0 |
Nature of Business and Accounti
Nature of Business and Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business and Accounting Policies | Nature of Business and Accounting Policies Business Vertex Pharmaceuticals Incorporated (“Vertex” or the “Company”) is in the business of discovering, developing, manufacturing and commercializing medicines for serious diseases. The Company uses precision medicine approaches with the goal of creating transformative medicines for patients in specialty markets. The Company is focused on developing and commercializing therapies for the treatment of cystic fibrosis (“CF”) and advancing its research and development programs. The Company has marketed KALYDECO (ivacaftor) since it was approved in 2012 for the treatment of certain patients with CF. The Company began marketing ORKAMBI (lumacaftor in combination with ivacaftor) in the United States in 2015. In November 2015, the European Commission approved ORKAMBI, and the Company is seeking country-by-country reimbursement for ORKAMBI in Europe. The Company’s net loss attributable to Vertex for 2015 was $556.3 million , or $2.31 per share. As of December 31, 2015 , the Company had cash, cash equivalents and marketable securities of $1.04 billion . The Company expects that cash flows from the sales of its products, together with the Company’s cash, cash equivalents and marketable securities, will be sufficient to fund its operations for at least the next twelve months. Vertex is subject to risks common to companies in its industry including, but not limited to, the dependence on revenues from ORKAMBI and KALYDECO, competition, uncertainty about clinical trial outcomes and regulatory approvals, uncertainties relating to pharmaceutical pricing and reimbursement, rapid technological change, uncertain protection of proprietary technology, the need to comply with government regulations, share price volatility, dependence on collaborative relationships and potential product liability. Basis of Presentation The consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) consolidated variable interest entities (VIEs). In addition, the consolidated financial statements reflect the operations of Alios BioPharma, Inc. (“Alios”), as well as direct expenses Vertex incurred as a result of the Alios Agreement, as discontinued operations. All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. Please refer to Note T, “Segment Information,” for enterprise-wide disclosures regarding the Company’s revenues, major customers and long-lived assets by geographic area. Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“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 consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these 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, contingent consideration, noncontrolling interest, the consolidation of VIEs and deconsolidation of a VIE, 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. Revenue Recognition 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 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 costs of incentives offered to certain indirect customers, including patients. 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. Trade Allowances: The Company generally provides invoice discounts on product sales to its Customers for prompt payment and pays fees for distribution services, such as fees for certain data that Customers provide to the Company. The payment terms for sales to Customers in the United States generally include a discount for payment within 30 days. The Company expects that, based on its experience, its Customers will earn these discounts and fees, and deducts the full amount of these discounts and fees from its gross product revenues and accounts receivable at the time such revenues are recognized. Rebates, Chargebacks and Discounts: The Company contracts with government agencies and various private organizations (collectively, its “Third-party Payors”) so that products will be eligible for purchase by, or partial or full reimbursement from, such Third-party Payors. The Company estimates the rebates, chargebacks and discounts it will provide to Third-party Payors and deducts these estimated amounts from its gross product revenues at the time the revenues are recognized. For each product, the Company estimates the aggregate rebates, chargebacks and discounts that it will provide to Third-party Payors based upon (i) the Company’s contracts with these Third-party Payors, (ii) the government-mandated discounts applicable to government-funded programs, (iii) information obtained from the Company’s Customers and other third-party data regarding the payor mix for such product and (iv) historical experience. Product Returns: The Company estimates the amount of each product that will be returned and deducts these estimated amounts from its gross revenues at the time the revenues are recognized. The Company’s Customers have the right to return unopened unprescribed packages, subject to contractual limitations. To date product returns have been minimal and, based on inventory levels held by its Customers and its distribution model, the Company believes that returns of its products will continue to be minimal. Other Incentives: Other incentives that the Company offers include co-pay mitigation rebates provided by the Company to commercially insured patients who have coverage and who reside in states that permit co-pay mitigation programs. The Company’s co-pay mitigation programs are intended to reduce each participating patient’s portion of the financial responsibility for a product’s purchase price to a specified dollar amount. Based upon the terms of the Company’s co-pay mitigation programs, the Company estimates average co-pay mitigation amounts for each of its products in order to establish its accruals for co-pay mitigation rebates and deducts these estimated amounts from its gross product revenues at the later of the date (i) the revenues are recognized or (ii) the incentive is offered. The Company’s co-pay mitigation rebates are subject to expiration. The following table summarizes activity in each of the product revenue allowance and reserve categories for the three years ended December 31, 2015 : Trade Rebates, Product Other Total (in thousands) 2015 Beginning Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 Provision related to current period sales 10,890 65,781 779 3,755 81,205 Adjustments related to prior period sales (214 ) (19,410 ) (993 ) (235 ) (20,852 ) Credits/payments made (10,050 ) (30,804 ) (3,271 ) (2,955 ) (47,080 ) Ending Balance $ 2,089 $ 44,669 $ 1,228 $ 1,310 $ 49,296 2014 Beginning Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 Provision related to current period sales 8,468 35,713 2,478 1,347 48,006 Adjustments related to prior period sales (43 ) 329 3,056 (72 ) 3,270 Credits/payments made (8,497 ) (75,184 ) (16,620 ) (2,085 ) (102,386 ) Ending Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 2013 Beginning Balance $ 5,416 $ 63,560 $ 2,852 $ 3,565 $ 75,393 Provision related to current period sales 31,395 204,459 5,795 9,295 250,944 Adjustments related to prior period sales 343 4,474 15,149 (228 ) 19,738 Credits/payments made (35,619 ) (204,249 ) (7,997 ) (11,077 ) (258,942 ) Ending Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 The Company adjusts its estimated rebates, chargebacks and discounts based on new information, including information regarding actual rebates, chargebacks and discounts for its products, as it becomes available. Claims by third-party payors for rebates, chargebacks and discounts frequently are submitted to the Company significantly after the related sales, potentially resulting in adjustments in the period in which the new information becomes known. In each of the periods presented, the Company’s adjustments relating to prior period sales principally related to the Company’s estimates for INCIVEK. During the fourth quarter of 2014, the Company withdrew INCIVEK from the market in the United States. At December 31, 2015 the Company maintains an accrual of less than $1 million for government rebates for INCIVEK. Royalty Revenues The Company’s royalty revenues on commercial sales of INCIVO (telaprevir) by Janssen NV were based on net sales of licensed products in licensed territories as provided by Janssen NV. The Company recognizes royalty revenues in the period the sales occur. The Company has sold its rights to receive certain royalties on sales of an HIV protease inhibitor (fosamprenavir) and recognizes the revenues related to this sale as royalty revenues. In the circumstance where the Company has sold its rights to future royalties under a license agreement and also maintains continuing involvement in the royalty arrangement (but not significant continuing involvement in the generation of the cash flows payable to the purchaser of the future royalty rights), the Company defers recognition of the proceeds it receives for the royalty stream and recognizes these deferred revenues over the life of the license agreement pursuant to the units-of-revenue method. The Company’s estimates regarding the estimated remaining royalty payments due to the purchaser have changed in the past and may change in the future. Collaborative Revenues The Company recognizes revenues generated through collaborative research, development and/or commercialization agreements. The terms of these agreements typically include payment to the Company of one or more of the following: nonrefundable, up-front license fees; development and commercial milestone payments; funding of research and/or development activities; payments for services the Company provides through its third-party manufacturing network; and royalties on net sales of licensed products. Each of these types of payments results in collaborative revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. For each collaborative research, development and/or commercialization agreement that result in revenues, the Company determines (i) whether multiple deliverables exist, (ii) whether the undelivered elements have value to the customer on a stand-alone basis, (iii) how the deliverables should be separated and (iv) how the consideration should be allocated to the deliverables. For arrangements entered into or materially modified after January 1, 2011, the Company allocates consideration in an arrangement using the relative selling price method based on management’s best estimate of selling price of deliverables if it does not have vendor-specific objective evidence or third-party evidence. As part of the accounting for these agreements, the Company must develop assumptions that require judgment to determine the best estimate of selling price. Key assumptions utilized by the Company to determine the best estimate of selling price may include forecasted revenues, patient enrollment requirements from regulatory authorities, development timelines, reimbursement rates for personnel costs, discount rates, and estimated third-party development costs. The Company evaluates amendments to its existing arrangements to determine whether they have been materially modified. In making its determination that an arrangement has been materially modified, the Company considers whether there have been significant changes to the consideration under the arrangement, the deliverables under the arrangement, the timing of deliverables and the period of the arrangement. If the arrangement is determined to have been materially modified, the Company allocates fixed consideration under the arrangement using its best estimate of selling price to the remaining undelivered elements at the date of material modification. Any consideration remaining after the allocation is recognized as revenue. Collaborative research, development and/or commercialization agreements entered into prior to January 1, 2011 that contained multiple elements of revenue were divided into separate units of accounting if certain criteria were met, including whether the delivered element had stand-alone value to the collaborator and whether there was objective and reliable evidence of the fair value of the undelivered obligation(s). The Company allocated consideration it received among the separate units either on the basis of each unit’s fair value or using the residual method, and applied the revenue recognition criteria to each of the separate units. Up-front License Fees: If the license to the Company’s intellectual property was determined to have stand-alone value from the other deliverables identified in the arrangement, the Company recognized revenues from nonrefundable, up-front license fees upon delivery. If these licenses did not have stand-alone value, the Company recognized revenues from nonrefundable, up-front license fees on a straight-line basis over the contracted or estimated period of performance. The Company evaluates the period of performance each reporting period and adjusts the period of performance on a prospective basis if there are changes to be made. Milestone Payments: At the inception of each agreement that included research and development milestone payments, the Company evaluated whether each milestone was substantive. The Company recognized revenues related to substantive milestones in full in the period in which the substantive milestone is achieved if payment is reasonably assured. If a milestone is not considered substantive, the Company recognized the applicable milestone payment over the period of performance. Research and Development Activities/Manufacturing Services: If the Company was entitled to reimbursement from its collaborators for specified research and development expenses and/or was entitled to payments for specified manufacturing services that the Company provided through its third-party manufacturing network, the Company determines whether the research and development funding would result in collaborative revenues or an offset to research and development expenses in accordance with the provisions of gross or net revenue presentation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of money market funds and marketable securities. The Company places these investments with highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company also maintains a foreign currency hedging program that includes foreign currency forward contracts with several counterparties. The Company has not experienced any credit losses related to these financial instruments and does not believe it is exposed to any significant credit risk related to these instruments. The Company also is subject to credit risk from its accounts receivable related to its product sales and collaborators. The Company evaluates the creditworthiness of each of its customers and has determined that all of its material customers are creditworthy. To date, the Company has not experienced significant losses with respect to the collection of its accounts receivable. The Company’s receivables from Greece, Italy and Spain were not material at December 31, 2015, and the Company had no receivables from Portugal in 2015. The Company believes that its allowance for doubtful accounts was adequate at December 31, 2015 . Please refer to Note T, “Segment Information,” for further information. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Marketable Securities The Company’s marketable securities consist of investments in government-sponsored enterprise securities, corporate debt securities and commercial paper that are classified as available-for-sale. The Company classifies marketable securities available to fund current operations as current assets on its consolidated balance sheets. Marketable securities are classified as long-term assets on the consolidated balance sheets if (i) they have been in an unrealized loss position for longer than one year and (ii) the Company has the ability and intent to hold them (a) until the carrying value is recovered and (b) such holding period may be longer than one year. The Company’s marketable securities are stated at fair value with their unrealized gains and losses included as a component of accumulated other comprehensive income (loss), which is a separate component of shareholders’ equity, until such gains and losses are realized. The fair value of these securities is based on quoted prices for identical or similar assets. The Company reviews investments in marketable securities for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has an intent to sell, or whether it is more likely than not that the Company will be required to sell, the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to year-end. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income (loss) to the consolidated statements of operations. Realized gains and losses are determined using the specific identification method and are included in other income (expense), net in the consolidated statements of operations. Accounts Receivable The Company deducts trade allowances for prompt payment and fees for distribution services from its accounts receivable based on its experience that the Company’s Customers will earn these discounts and fees. The Company’s estimates for its allowance for doubtful accounts, which have not been significant to date, are determined based on existing contractual payment terms and historical payment patterns. Stock-based Compensation Expense The Company expenses the fair value of employee stock options and other forms of stock-based employee compensation over the associated employee service period on a straight-line basis. Stock-based compensation expense is determined based on the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. For awards with performance conditions that accelerate vesting of the award, the Company estimates the likelihood of satisfaction of the performance conditions, which affects the period over which the expense is recognized, and recognizes the expense using the accelerated attribution model. For awards with performance conditions in which the award does not vest unless the performance condition is met, the Company recognizes expense only if the Company estimates that achievement of the performance condition is probable. If the Company concludes that vesting is probable, it recognizes expense from the date it reaches this conclusion through the estimated vesting date. Effective for equity awards granted on or after February 5, 2014, the Company provides to employees who have rendered a certain number of years’ to the Company and meet certain age requirements, partial or full acceleration of vesting of these equity awards, subject to certain conditions including a notification period, upon a termination of employment other than for cause. Less than 5% of the Company’s employees were eligible for partial or full acceleration of any of their equity awards as of December 31, 2015. The Company recognizes stock-based compensation expense related to these awards over a service period reflecting qualified employees eligibility for partial or full acceleration of vesting. Research and Development Expenses The Company expenses as incurred all research and development expenses, including amounts funded by research and development collaborations. The Company capitalizes nonrefundable advance payments made by the Company for research and development activities and expenses the payments as the related goods are delivered or the related services are performed. Research and development expenses are comprised of costs incurred by the Company in performing research and development activities, including salary and benefits; stock-based compensation expense; laboratory supplies and other direct expenses; outsourced services, including clinical trial and pharmaceutical development costs; expenses associated with drug supplies that are not being capitalized; and infrastructure costs, including facilities costs and depreciation expense. Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses, recorded in sales, general and administrative expenses, were $24.5 million , $16.2 million and $19.6 million in 2015 , 2014 and 2013 , respectively. Inventories The Company values its inventories at the lower-of-cost or market. The Company determines the cost of its inventories, which includes amounts related to materials and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period, and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale in cost of product revenues in the consolidated statements of operations. Shipping and handling costs incurred for product shipments are recorded as incurred in cost of product revenues in the consolidated statements of operations. The Company capitalizes inventories produced in preparation for initiating sales of a drug candidate when the related drug candidate is considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales of the inventories. In determining whether or not to capitalize such inventories, the Company evaluates, among other factors, information regarding the drug candidate’s safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales, including the existence of current or anticipated competitive drugs and the availability of reimbursement. In addition, the Company evaluates risks associated with manufacturing the drug candidate and the remaining shelf-life of the inventories. Property and Equipment Property and equipment are recorded at cost. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset, generally seven to ten years for furniture and equipment, three to five years for computers and software, 40 years for buildings and for leasehold improvements, the shorter of the useful life of the improvements or the estimated remaining life of the associated lease. Amortization expense of assets acquired under capital leases is included in depreciation expense. Maintenance and repairs to an asset that do not improve or extend its life are charged to operations. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations. The Company performs an assessment of the fair value of the assets if indicators of impairment are identified during a reporting period and records the assets at the lower of the net book value or the fair value of the assets. The Company capitalizes internal costs incurred to develop software for internal use during the application development stage. The Company expenses costs related to the planning and post-implementation phases of development of software for internal use as these costs are incurred. Maintenance and enhancement costs (including costs in the post-implementation stages) are expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software resulting in added functionality, in which case the costs are capitalized. Amortization of capitalized internally developed software costs is recorded in depreciation expense over the useful life of the related asset. The Company records certain construction costs incurred by a landlord as an asset and a corresponding financing obligation on the Company’s consolidated balance sheets when the Company is determined to be the owner of the buildings during construction for accounting purposes. Upon completion of the project, the Company performs a sale-leaseback analysis to determine if the Company can remove the assets from its consolidated balance sheet. Capital Leases The assets and liabilities associated with capital lease agreements are recorded at the present value of the minimum lease payments at the inception of the lease agreement. The assets are depreciated using the straight-line method over the shorter of the useful life of the related asset or the remaining life of the associated lease. Amortization of assets that the Company leases pursuant to a capital lease is included in depreciation expense. The Company performs an assessment of the fair value of the assets if indicators of impairment are identified during a reporting period and records the assets at the lower of the net book value or the fair value of the assets. Assets recorded under capital leases are recorded within “Property and equipment, net” and liabilities related to those assets are recorded within “Capital lease obligations, current portion” and “Capital lease obligations, excluding current portion” on the Company’s consolidated balance sheets. Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records liabilities related to uncertain tax positions by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not believe any such uncertain tax positions currently pending will have a material adverse effect on its consolidated financial statements. Variable Interest Entities The Company reviews each collaboration agreement pursuant to which the Company licenses assets owned by a collaborator in order to determine whether or not the collaborator is a VIE. If the collaborator is a VIE, the Company assesses whether or not the Company is the primary beneficiary of that VIE based on a number of factors, including (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement and (iii) which party has the obligation to absorb losses or the right to receive benefits from the VIE. If the Company determines it is the primary beneficiary of a VIE at the onset of the collaboration agreement, the collaboration is treated as a business combination and the Company consolidates the financial statements of the VIE into the Company’s consolidated financial statements. The Company evaluates whether it continues to be the primary beneficiary of any consolidated VIEs on a quarterly basis. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, or no longer has a variable interest in the VIE, it deconsolidates the VIE in the period that the determination is made. Assets recorded as a result of consolidating VIEs’ financial condition into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets. The Company records the cash and cash equivalents of consolidated VIEs as restricted cash because the Company does not have control over the VIEs’ cash and cash equivalents. The Company also has recorded the liabilities of its consolidated VIEs for which creditors do not have recourse to the Company’s general assets outside of the VIE. Business Combinations The Company assigns the value of consideration, including contingent consideration, transferred in business combinations to the appropriate accounts on the Company’s consolidated balance sheet based on their fair value as of the effective date of the transaction. If a collaboration has been treated as a business combination and there are contingent payments, changes in the fair value of the contingent payments pursuant to collaborations accounted for as business combinations result in an increase or decrease in net income attributable to Vertex (or an increase or decrease in net loss attributable to Vertex) on a dollar-for-dollar basis. Transaction costs and any restructuring costs associated with these transactions are expensed as incurred. Fair Value of In-process Research and Development Assets and Contingent Payments in Business Combinations The present-value models used to estimate the fair values of research and development assets and contingent payments pursuant to collaborations incorporate significant assumptions, including: assumptions regarding the probability of obtaining marketing approval and/or achievi |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 corrector-compound research and development activities. The Company retains the right to develop and commercialize KALYDECO (ivacaftor), ORKAMBI (lumacaftor in combination with ivacaftor), lumacaftor and VX-661. The Company recognized collaborative revenues from this collaboration of $6.5 million and $14.3 million in 2014 and 2013 , respectively. During 2015 , the Company recognized zero collaborative revenues from this collaboration. 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 first synthesized or tested during the research term that ended in 2008, including ivacaftor, lumacaftor and VX-661. The April 2011 Amendment provides for a tiered royalty in the same range on net sales of corrector compounds first synthesized or tested during the research term that ended in February 2014. In each of 2012 and 2013, CFFT earned a commercial milestone payment of $9.3 million from the Company upon achievement of certain sales levels for KALYDECO. There are no additional commercial milestone payments payable by the Company to CFFT related to sales levels for KALYDECO. In the fourth quarter of 2015, CFFT earned the first commercial milestone payment of $13.9 million from the Company upon achievement of certain sales levels of lumacaftor. The Company expects that in the first quarter of 2016, CFFT will earn the second and final commercial milestone of $13.9 million based upon achievement of certain sales levels of lumacaftor. 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 2015. The Company received approval for ORKAMBI in the European Union in 2015. The Company has royalty obligations to CFFT for ivacaftor, lumacaftor and VX-661 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 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 extension. The Company has patents in the United States and European Union covering the composition-of-matter of VX-661 that expire in 2027 and 2028, respectively, subject to potential extension. 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 a $30.0 million investment in CRISPR pursuant to a convertible loan agreement that converted into preferred stock in January 2016. The Company expensed $75.0 million to research and development, and the $30.0 million investment was recorded at cost and is classified as a long-term asset on the Company’s consolidated balance sheet. 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 product 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 a product has received marketing approval. 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. 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 years ended December 31, 2015 , the Company recognized the following revenues attributable to the Janssen HCV collaboration: 2015 2014 2013 (in thousands) Royalty revenues $ 1,518 $ 13,481 $ 130,724 Collaborative revenues: Up-front and amendment payments revenues $ — $ — $ 190,345 Net reimbursement for telaprevir development costs 1,946 7,104 2,793 Reimbursement for manufacturing services — — 10,299 Total collaborative revenues attributable to the Janssen HCV collaboration $ 1,946 $ 7,104 $ 203,437 Total revenues attributable to the Janssen HCV collaboration $ 3,464 $ 20,585 $ 334,161 Variable Interest Entities (VIE) 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 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 (i) assumptions regarding the probability of achieving the relevant milestones, (ii) estimates regarding the time to develop the drug candidates, (iii) estimates of future product sales and (iv) 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 as consolidated 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 VX-551 (formerly P-1055), for the potential treatment of CF and all other pulmonary diseases. The Company is leading development activities for VX-371 and VX-551 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 VX-551, 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 VX-551 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 a licensed product has received marketing approval. 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 Parion 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 affect 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 critical assumptions in the valuation model included probability and timing of making payments and the discount rate. 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 fair value of the contingent milestone and royalty payments payable by the Company pursuant to the Parion 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 Allocation of Assets and Liabilities For the purposes of the consolidated balance sheet at June 4, 2015 , the Company 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 operations of Parion did not have a material effect on the consolidated financial statements of the Company and therefore no pro forma information is provided. The Company recorded $255.3 million of intangible assets on the Company’s 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 VX-551, that are licensed by Parion to the Company. The difference between the 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 fair values of the assets and liabilities recorded on the effective date of the Parion 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”), which resulted in the consolidation of BioAxone as a VIE beginning on October 1, 2014. The Company determined that BioAxone is a VIE based on, among other factors, the significance to BioAxone of VX-210, which was licensed to the Company pursuant to the BioAxone Agreement, and on the Company’s power to direct the activities that most significantly affect the economic performance of BioAxone. Accordingly, the Company consolidated BioAxone’s financial statements beginning in October 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 recorded an in-process research and development intangible asset of $29.0 million for VX-210 and a corresponding deferred tax liability of $11.3 million attributable to BioAxone. 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 consolidated financial statements. Aggregate VIE Financial Information An aggregate summary of net loss attributable to noncontrolling interest related to the Company’s VIEs for the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Loss attributable to noncontrolling interest before provision for income taxes $ 6,646 $ 764 $ 283,747 Provision for (benefit from) income taxes 29,731 3,876 (166,145 ) (Increase) decrease in fair value of contingent milestone and royalty payments (4,530 ) (450 ) 124,920 Net loss attributable to noncontrolling interest $ 31,847 $ 4,190 $ 242,522 During the years ended December 31, 2015 and 2014 , the fair value of the contingent milestone and royalty payments related to the BioAxone Agreement increased by $0.9 million and $0.5 million , respectively. During the year ended December 31, 2015 , the fair value of the contingent milestone and royalty payments related to the Parion Agreement increased by $3.6 million . 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 December 31, 2015 and 2014 , the fair value of the contingent milestone and royalty payments related to the BioAxone Agreement was $28.0 million and $27.1 million , respectively. As of December 31, 2015 , the fair value of the contingent milestone and royalty payments related to the the Parion Agreement was $179.0 million . The following table summarizes items related to the Company’s VIEs included in the Company’s consolidated balance sheets as of the dates set forth in the table: December 31, 2015 December 31, 2014 (in thousands) Restricted cash and cash equivalents (VIE) $ 78,910 $ 8,418 Prepaid expenses and other current assets 3,138 268 Intangible assets 284,340 29,000 Goodwill 19,391 8,923 Other assets 455 42 Accounts payable 676 189 Taxes payable 24,554 3,594 Other current liabilities 7,100 297 Deferred tax liability, net 110,438 11,544 Other liabilities 300 300 Noncontrolling interest 153,661 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 the Company’s VIEs’ financial condition into the Company’s balance sheets 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, the Company’s collaborators become 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 revenues. 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. The Company recorded reimbursement for these development activities of $22.8 million and $9.1 million in 2015 and 2014 , respectively. The reimbursements are recorded as a reduction to development expense in the Company’s 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 | 12 Months Ended |
Dec. 31, 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 in the following table in the computation of the net loss from continuing operations per share attributable to Vertex common shareholders calculations because the effect would have been anti-dilutive during each period. 2015 2014 2013 (in thousands) Stock options 11,145 12,003 15,729 Unvested restricted stock and restricted stock units 3,024 3,091 2,165 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2015 , the Company’s investments were in money market funds, short-term government-sponsored enterprise securities, corporate debt securities and commercial paper. As of December 31, 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 a money market funds and government-sponsored enterprise securities. The Company’s financial assets valued based on Level 2 inputs consisted of corporate debt securities and commercial paper, which consisted of investments in highly-rated investment-grade corporations. The fair value of the Company’s foreign currency forward contracts was based on Level 2 inputs using third party pricing services. During 2015 , 2014 and 2013 , the Company did not record an other-than-temporary impairment charge related to its financial assets. The following table sets forth the Company’s financial assets (excluding VIE cash and cash equivalents) subject to fair value measurements: Fair Value Measurements as Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial instruments carried at fair value (asset position): Cash equivalents: Money market funds $ 199,507 $ 199,507 $ — $ — Government-sponsored enterprise securities 85,994 85,994 — — Commercial paper 34,889 — 34,889 — Corporate debt securities 11,533 — 11,533 — Marketable securities: Government-sponsored enterprise securities 87,162 87,162 — — Commercial paper 141,409 — 141,409 — Corporate debt securities 99,123 — 99,123 — Prepaid and other current assets: Foreign currency forward contracts 5,161 — 5,161 — Other assets: Foreign currency forward contracts 605 $ — 605 $ — Total financial assets $ 665,383 $ 372,663 $ 292,720 $ — Financial instruments carried at fair value (liability position): Other liabilities, current portion: Foreign currency forward contracts $ (769 ) $ — $ (769 ) $ — Other liabilities, excluding current portion: Foreign currency forward contracts (132 ) — (132 ) — Total financial liabilities $ (901 ) $ — $ (901 ) $ — Fair Value Measurements as Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial instruments carried at fair value (asset position): Cash equivalents: Money market funds $ 290,531 $ 290,531 $ — $ — Marketable securities: Government-sponsored enterprise securities 463,750 463,750 — — Commercial paper 51,746 — 51,746 — Corporate debt securities 246,351 — 246,351 — Prepaid and other current assets: Foreign currency forward contracts 2,011 — 2,011 — Total $ 1,054,389 $ 754,281 $ 300,108 $ — VIEs had cash equivalents of $75.1 million as of December 31, 2015 that consisted of money market funds, which are valued based on Level 1 inputs. The Company’s noncontrolling interest includes the fair value of the contingent payments, which are valued based on Level 3 inputs. Please refer to Note B, “Collaborative Arrangements,” for further information. As of December 31, 2015 , the fair value and carrying value of the Company’s Term Loan was $295.4 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 market rates. Please refer to Note L, “Long Term Obligations,” for further information regarding the Company’s Term Loan. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 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) December 31, 2015 Cash and cash equivalents: Cash and money market funds $ 582,352 $ — $ — $ 582,352 Government-sponsored enterprise securities 85,994 — — 85,994 Commercial paper 34,889 — — 34,889 Corporate debt securities 11,533 — — 11,533 Total cash and cash equivalents $ 714,768 $ — $ — $ 714,768 Marketable securities: Government-sponsored enterprise securities (due within 1 year) $ 87,176 $ — $ (14 ) $ 87,162 Commercial paper (due within 1 year) 98,877 246 — 99,123 Corporate debt securities (due within 1 year) 141,515 — (106 ) 141,409 Total marketable securities 327,568 246 (120 ) 327,694 Total cash, cash equivalents and marketable securities $ 1,042,336 $ 246 $ (120 ) $ 1,042,462 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 December 31, 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 2015 , 2014 or 2013 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated other comprehensive income by component: Foreign currency translation adjustment Unrealized holding gains (losses) on marketable securities Unrealized (losses) gains on foreign currency forward contracts, net of tax Total (in thousands) Balance at December 31, 2012 $ (746 ) $ 196 $ — $ (550 ) Other comprehensive (loss) income before reclassifications 421 (154 ) (23 ) 244 Amounts reclassified from accumulated other comprehensive loss — — — — Net current period other comprehensive (loss) income 421 (154 ) (23 ) 244 Balance at December 31, 2013 $ (325 ) $ 42 $ (23 ) $ (306 ) Other comprehensive (loss) income before reclassifications (646 ) (165 ) 3,591 2,780 Amounts reclassified from accumulated other comprehensive loss — — (1,557 ) (1,557 ) Net current period other comprehensive (loss) income (646 ) (165 ) 2,034 1,223 Balance at December 31, 2014 $ (971 ) $ (123 ) $ 2,011 $ 917 Other comprehensive (loss) income before reclassifications (1,109 ) 249 6,493 5,633 Amounts reclassified from accumulated other comprehensive loss — — (4,726 ) (4,726 ) Net current period other comprehensive (loss) income (1,109 ) 249 1,767 907 Balance at December 31, 2015 $ (2,080 ) $ 126 $ 3,778 $ 1,824 |
Hedging
Hedging | 12 Months Ended |
Dec. 31, 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. 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 December 31, 2015 , all hedges were determined to be highly effective and the Company had 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 December 31, 2015 As of December 31, 2014 Foreign Currency (in thousands) Euro $ 103,362 $ 20,209 British pound sterling 78,756 13,515 Australian dollar 27,167 — Total foreign currency forward contracts $ 209,285 $ 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 consolidated balance sheets: As of December 31, 2015 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 5,161 Other liabilities, current portion $ (769 ) Other assets 605 Other liabilities, excluding current portion (132 ) Total assets $ 5,766 Total liabilities $ (901 ) 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 consolidated balance sheets: As of December 31, 2015 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 5,766 $ — $ 5,766 $ (901 ) $ 4,865 Total liabilities $ (901 ) $ — $ (901 ) $ 901 $ — 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 | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: As of December 31, 2015 2014 (in thousands) Raw materials $ 8,696 $ 8,506 Work-in-process 40,695 20,508 Finished goods 7,816 1,834 Total $ 57,207 $ 30,848 The Company did not record any write-offs for excess and obsolete inventories during the years ended December 31, 2015 and 2014 . In 2013 , the Company recorded within cost of product revenues $10.4 million of write-offs for excess and obsolete inventories. The write-offs for excess and obsolete inventories of $10.4 million affected the net loss attributable to Vertex per share, net of tax, by $0.05 , in 2013 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following: As of December 31, 2015 2014 (in thousands) Buildings $ 531,627 $ 531,642 Furniture and equipment 218,623 202,846 Software 124,469 113,875 Leasehold improvements 106,768 99,942 Computers 52,295 45,893 Total property and equipment, gross 1,033,782 994,198 Less: accumulated depreciation (336,067 ) (278,386 ) Total property and equipment, net $ 697,715 $ 715,812 Total property and equipment, gross, as of December 31, 2015 and 2014 , included $106.8 million and $85.6 million , respectively, for property and equipment recorded under capital leases. Accumulated depreciation, as of December 31, 2015 and 2014 , included $30.4 million and $13.1 million , respectively, for property and equipment recorded under capital leases. As of December 31, 2015 , included in property and equipment, net were $15.4 million and $4.1 million in capitalized internally developed software costs and related amortization, respectively. As of December 31, 2014 , included in property and equipment, net were $11.2 million and $1.2 million in capitalized internally developed software costs and related amortization, respectively. The Company recorded depreciation expense of $60.0 million , $62.3 million and $47.3 million in 2015 , 2014 and 2013 , respectively. In 2014, in connection with the relocation of the Company’s headquarters in Massachusetts from Cambridge to Boston, the Company wrote off certain leasehold improvements that were fully depreciated and no longer utilized. There was no effect on the Company’s net property and equipment at the time of the write off because the Company had previously adjusted the useful lives of these assets to coincide with its relocation when it concluded that the relocation was probable. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets As of December 31, 2015 , in-process research and development intangible assets of $284.3 million were recorded on the Company’s 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 VX-551, 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 $29.0 million of an in-process research and development intangible asset on its consolidated balance sheet based on the Company’s estimate of the fair value of VX-210, a drug candidate for patients who have spinal cord injuries that is licensed from BioAxone by the Company. 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 development and commercialization of the programs. In 2013, the Company determined that there were indicators that the value of the VX-222 intangible asset acquired from ViroChem in 2010 of $412.9 million reflected on its consolidated balance sheet had become impaired. The Company evaluated the fair value of VX-222 from the perspective of a market participant and based on this analysis determined that the fair value of VX-222 was zero based on, among other things, additional data regarding VX-222 and compounds being developed by other competitors. Accordingly, the Company recorded a $412.9 million impairment charge in 2013. In connection with this impairment charge, the Company recorded a credit of $127.6 million in its provision for income taxes. In 2013, the increase to the Company’s net loss attributable to Vertex related to this impairment charge, net of the tax credit, was $285.3 million , and the net increase to the Company’s net loss per share attributable to Vertex common shareholders was $1.27 per share. Goodwill As of December 31, 2015 , goodwill of $50.4 million was recorded on the Company’s consolidated balance sheet. The Company allocated $10.5 million to goodwill related to the Parion collaboration during the year ended December 31, 2015 . None of the goodwill related to the Parion collaboration is expected to be deductible for income tax purposes. As of December 31, 2014 , $39.9 million was recorded on the Company’s consolidated balance sheet. |
Additional Balance Sheet Detail
Additional Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Additional Balance Sheet Detail | Additional Balance Sheet Detail Prepaid and other current assets consisted of the following: As of December 31, 2015 2014 (in thousands) Prepaid expenses $ 22,058 $ 17,569 Taxes receivable 11,651 14,093 Deferred tax asset — 3,500 Fair value foreign currency forward contracts 5,161 2,011 Other 12,065 7,002 Total $ 50,935 $ 44,175 Accrued expenses consisted of the following: As of December 31, 2015 2014 (in thousands) Payroll and benefits $ 87,873 $ 91,175 Research, development and commercial contract costs 55,677 38,143 Product revenue allowances 47,209 34,554 Royalty payable 60,191 12,218 Taxes payable and reserves (including VIE taxes payable) 30,953 10,038 Professional fees 7,455 7,004 Interest 4,642 5,444 Other 11,820 11,100 Total $ 305,820 $ 209,676 Other liabilities, current portion consisted of the following: As of December 31, 2015 2014 (in thousands) Deferred rent $ 1,572 $ 4,015 Security deposits 4,000 — Other liabilities attributable to variable interest entities 7,100 297 Other 1,702 485 Total $ 14,374 $ 4,797 |
Long Term Obligations
Long Term Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [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 10 years. Because the Company was involved in the construction project, the Company was deemed for accounting purposes to be the owner of the Buildings during the construction period and recorded project construction costs incurred by the landlord. Upon completion of the Buildings, the Company evaluated the Fan Pier Leases and determined that the Fan Pier Leases did not meet the criteria for “sale-leaseback” treatment. Accordingly, the Company 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. The Company recorded interest expense of $60.2 million in each of 2015 and 2014 and of $12.4 million in 2013 . The Company recorded depreciation expense of $13.3 million , $13.4 million and $2.6 million in 2015 , 2014 and 2013 , respectively. In each of 2015 , 2014 and 2013 , the Company recorded rent expense of $6.5 million . Property and equipment, net, included $502.3 million and $515.0 million as of December 31, 2015 and 2014 , respectively, related to construction costs for the Buildings. The carrying value of the construction financing lease obligation related to the Buildings, which excludes interest that will be imputed over the course of the Company’s lease agreement for the Buildings, was $473.0 million and $473.4 million , as of December 31, 2015 and 2014 , respectively. San Diego Lease On December 2, 2015, the Company entered into a lease agreement for 3215 Merryfield Row, San Diego, California with ARE-SD Region No. 23, LLC. Pursuant to this agreement, the Company agreed to lease approximately 170,000 square feet of office and laboratory space in a building to be built in San Diego, California. The lease will commence upon completion of the building, scheduled for the second half of 2017, and will extend for 16 years from the commencement date. Pursuant to the lease agreement, during the initial 16-year term, the Company will pay an average of approximately $10.2 million per year in aggregate rent, exclusive of operating expenses. The Company has the option to extend the lease term for up to two additional five -year terms. Term Loan On July 9, 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 was 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 accounted for the amendment 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 Term Loan are unconditionally guaranteed by certain of its domestic subsidiaries. All obligations under the Term Loan, 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 December 31, 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 that are being recorded as additional interest expense using the effective interest method over the term of the loan in the Company’s consolidated statements of operations. As of December 31, 2015 and 2014 , the unamortized discount associated with the Term Loan that was included in the senior secured term loan caption on the Company’s consolidated balance sheets was $4.6 million and $5.2 million , respectively. Convertible Senior Subordinated Notes In September 2010, the Company completed an offering of $400.0 million in aggregate principal amount of 3.35% convertible senior subordinated notes due 2015 Notes (the “2015 Notes”). This offering resulted in $391.6 million of net proceeds to the Company. The underwriting discount and other expenses of $8.4 million were recorded as debt issuance costs and were included in other assets on the Company’s consolidated balance sheets. The 2015 Notes bore interest at the rate of 3.35% per annum, and the Company was required to make semi-annual interest payments on the outstanding principal balance of the 2015 Notes on April 1 and October 1 of each year. The 2015 Notes were convertible at any time, at the option of the holder, into common stock at a price equal to approximately $48.83 per share, or 20.4794 shares of common stock per $1,000 principal amount of the 2015 Notes, subject to adjustment. If the closing price of the Company’s common stock exceeded 130% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days, the Company had the right to redeem the 2015 Notes at its option at a redemption price equal to 100% of the principal amount of the 2015 Notes to be redeemed. In the second quarter of 2013, the Company’s common stock exceeded 130% of the conversion price of the 2015 Notes for at least 20 trading days within a period of 30 consecutive trading days, and the Company notified the holders of the 2015 Notes that it would redeem the 2015 Notes on June 17, 2013. In response to the Company’s call of the 2015 Notes for redemption, in accordance with the provisions of the 2015 Notes, the holders of $399.8 million in aggregate principal amount of 2015 Notes elected to convert their 2015 Notes into the Company’s common stock at the conversion price of approximately $48.83 per share. As a result of these conversions, the Company issued 8,188,448 shares of common stock. The remaining $0.2 million in aggregate principal amount of 2015 Notes was redeemed on June 17, 2013. Pursuant to the terms of the 2015 Notes, the Company made an additional payment of $16.75 per $1,000 principal amount, payable in shares of the Company’s common stock, to the holders of the 2015 Notes that converted or redeemed their 2015 Notes after the Company called the 2015 Notes for redemption. These payments resulted in the issuance of an additional 87,109 shares of the Company’s common stock. In the second quarter of 2013, the Company recognized an aggregate of $6.7 million in interest expense related to the 2015 Notes. Unamortized debt issuance costs for the 2015 Notes of $4.2 million were recorded as an offset to additional paid-in capital. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Equity Plans | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock, Preferred Stock and Equity Plans | Common Stock, Preferred Stock and Equity Plans During 2015, the Company’s shareholders approved an amendment to the Company’s Restated Articles of Organization increasing the number of authorized shares of common stock from 300,000,000 to 500,000,000 . Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors, and to share ratably in the Company’s assets legally available for distribution to the Company’s shareholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The holders of common stock do not have cumulative voting rights. The Company is authorized to issue 1,000,000 shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by the Company’s shareholders. As of December 31, 2015 and 2014 , the Company had no shares of preferred stock issued or outstanding. Stock and Option Plans The purpose of each of the Company’s stock and option plans is to attract, retain and motivate its employees, consultants and directors. Awards granted under these plans can be incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock (“RSs”), restricted stock units (“RSUs”) or other equity-based awards, as specified in the individual plans. Shares issued under all of the Company’s plans are funded through the issuance of new shares. The following table contains information about the Company’s equity plans: As of December 31, 2015 Title of Plan Group Eligible Type of Award Awards Additional Awards 2013 Stock and Option Plan Employees, Non-employee Directors and Consultants NSO, 5,851,040 14,124,989 2006 Stock and Option Plan Employees, Non-employee Directors and Consultants NSO, 8,274,211 — 1996 Stock and Option Plan Employees, Non-employee Directors, Advisors and Consultants NSO 43,664 — Total 14,168,915 14,124,989 All options granted under the Company’s 2013 Stock and Option Plan (“2013 Plan”), 2006 Stock and Option Plan (“2006 Plan”) and 1996 Stock and Option Plan were granted with an exercise price equal to the fair value of the underlying common stock on the date of grant. As of December 31, 2015 , the stock and option plan under which the Company makes new equity awards is the Company’s 2013 Plan. Under the 2013 Plan, no stock options can be awarded with an exercise price less than the fair market value on the date of grant. The Company’s shareholders (i) approved an increase in the number of shares authorized for issuance pursuant to the 2013 Plan of 7,800,000 shares, plus the number of shares that remained available for issuance under the Company’s 2006 Stock and Option Plan, which rolled-over into the 2013 Stock and Option Plan in 2015, (ii) approved an increase in the number of shares authorized for issuance pursuant to the 2013 Plan of 9,500,000 shares in 2014 and (iii) authorized 3,300,000 shares for issuance pursuant to the 2013 Plan in 2013. During the three years ended December 31, 2015 , grants to current employees and directors primarily had a grant date that was the same as the date the award was approved by the Company’s Board of Directors. During the three years ended December 31, 2015 , for grants to new employees and directors, the date of grant for awards was the employee’s first day of employment or the date the director was elected to the Company’s Board of Directors. All options awarded under the Company’s stock and option plans expire not more than 10 years from the grant date. During the three years ended December 31, 2015 , all shares of outstanding restricted stock and restricted stock units have been granted at a price equal to $0.01 , the par value of the Company’s common stock. Vesting of options, restricted stock and restricted stock units generally is ratable over specified periods and is determined by the Company’s Board of Directors. The following table summarizes information related to the outstanding and exercisable options during the year ended December 31, 2015 : Stock Options Weighted-average Weighted-average Aggregate Intrinsic (in thousands) (per share) (in years) (in thousands) Outstanding at December 31, 2014 12,003 $ 56.81 Granted 3,531 $ 119.09 Exercised (3,289 ) $ 50.34 Forfeited (1,100 ) $ 81.77 Outstanding at December 31, 2015 11,145 $ 75.99 7.15 $ 567,531 Exercisable at December 31, 2015 5,541 $ 56.85 5.80 $ 385,214 Exercisable and Expected to Vest at December 31, 2015 10,461 $ 74.11 7.04 $ 551,593 The aggregate intrinsic value in the table above represents the total pre-tax amount, net of exercise price, that would have been received by option holders if all option holders had exercised all options with an exercise price lower than the market price on December 31, 2015 , which was $126.26 based on the average of the high and low price of the Company’s common stock on that date. The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during 2015 , 2014 and 2013 was $252.9 million , $316.5 million and $291.6 million , respectively. The total cash received by the Company as a result of employee stock option exercises during 2015 , 2014 and 2013 was $165.6 million , $255.5 million and $246.8 million , respectively. The following table summarizes information about stock options outstanding and exercisable at December 31, 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 2.10 $ 18.93 138 $ 18.93 $20.01–$40.00 2,247 3.70 $ 34.38 2,155 $ 34.24 $40.01–$60.00 2,310 6.61 $ 48.09 1,444 $ 49.03 $60.01–$80.00 1,434 8.09 $ 75.96 557 $ 75.15 $80.01–$100.00 1,785 7.99 $ 90.28 702 $ 87.55 $100.01–$120.00 1,727 9.05 $ 109.31 294 $ 109.23 $120.01–$134.69 1,504 9.53 $ 131.04 251 $ 128.90 Total 11,145 7.15 $ 75.99 5,541 $ 56.85 The following table summarizes the restricted stock and restricted stock units activity of the Company during the year ended December 31, 2015 : Restricted Stock Restricted Stock Units Number of Units Weighted-average Number of Shares Weighted-average (in thousands) (per share) (in thousands) (per share) Unvested at December 31, 2014 2,907 $ 78.18 185 $ 76.79 Granted 1,407 $ 116.63 97 $ 118.26 Vested (1,033 ) $ 68.39 (66 ) $ 70.24 Cancelled (450 ) $ 91.21 (23 ) $ 89.97 Unvested at December 31, 2015 2,831 $ 98.80 193 $ 98.36 The total fair value of restricted stock that vested during 2015 , 2014 and 2013 (measured on the date of vesting) was $124.0 million , $54.5 million and $50.9 million , respectively. The total fair value of restricted stock units that vested during 2015 , 2014 and 2013 (measured on the date of vesting) was $8.0 million , $2.9 million and $1.7 million , respectively. Employee Stock Purchase Plan The Company has an employee stock purchase plan (the “ESPP”). The ESPP permits eligible employees to enroll in a twelve -month offering period comprising two six -month purchase periods. Participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85% of the fair market value of the common stock on the first day of the applicable twelve -month offering period, or the last day of the applicable six-month purchase period, whichever is lower. Purchase dates under the ESPP occur on or about May 14 and November 14 of each year. As of December 31, 2015 , there were 1,163,614 shares of common stock authorized for issuance pursuant to the ESPP. In 2015 , the following shares were issued to employees under the ESPP: Year Ended December 31, 2015 (in thousands, Number of shares 233 Average price paid per share $ 84.50 |
Stock-based Compensation Expens
Stock-based Compensation Expense | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company recognizes share-based payments to employees as compensation expense using the fair value method. The fair value of stock options and shares purchased pursuant to the ESPP is calculated using the Black-Scholes option pricing model. The fair value of restricted stock and restricted stock units is based on the intrinsic value on the date of grant. Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized as expense ratably over the requisite service period. The expense recognized over the requisite service period includes an estimate of awards that will be forfeited. The effect of stock-based compensation expense during the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Stock-based compensation expense by line item: Research and development expenses $ 152,955 $ 116,998 $ 81,183 Sales, general and administrative expenses 78,070 60,544 45,652 Total stock-based compensation expense included in costs and expenses $ 231,025 $ 177,542 $ 126,835 The stock-based compensation expense by type of award during the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Stock-based compensation expense by type of award: Stock options $ 129,276 $ 99,961 $ 84,599 Restricted stock and restricted stock units 98,811 70,678 36,479 ESPP share issuances 7,025 8,326 6,805 Less: stock-based compensation expense capitalized to inventories (4,087 ) (1,423 ) (1,048 ) Total stock-based compensation expense included in costs and expenses $ 231,025 $ 177,542 $ 126,835 In 2013, the Company also recognized stock-based compensation expense recorded to noncontrolling interest (Alios), which is reflected in the Company’s consolidated statements of shareholders equity and noncontrolling interest on the consolidated balance sheet and in discontinued operations attributable to noncontrolling interest as of December 31, 2014. The Company capitalizes stock-based compensation expense to inventories, all of which is attributable to employees who support the Company’s manufacturing operations for the Company’s products. The following table sets forth the Company’s unrecognized stock-based compensation expense, net of estimated forfeitures, as of December 31, 2015 , by type of award and the weighted-average period over which that expense is expected to be recognized: As of December 31, 2015 Unrecognized Expense Weighted-average (in thousands) (in years) Type of award: Stock options $ 170,971 2.17 Restricted stock and restricted stock units $ 168,742 2.59 ESPP share issuances $ 6,232 0.65 Stock Options The Company issues stock options with service conditions, which are generally the vesting periods of the awards. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes option pricing model uses the option exercise price as well as estimates and assumptions related to the expected price volatility of the Company’s stock, the rate of return on risk-free investments, the expected period during which the options will be outstanding, and the expected dividend yield for the Company’s stock to estimate the fair value of a stock option on the grant date. The options granted during 2015 , 2014 and 2013 had a weighted-average grant-date fair value per share of $52.16 , $39.95 and $25.79 , respectively. The fair value of each option granted during 2015 , 2014 and 2013 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2015 2014 2013 Expected stock price volatility 47.29 % 50.86 % 46.20 % Risk-free interest rate 1.61 % 1.77 % 1.25 % Expected term of options (in years) 5.28 5.47 5.81 Expected annual dividends — — — The weighted-average valuation assumptions were determined as follows: • Expected stock price volatility: Expected stock price volatility is calculated using the trailing one month average of daily implied volatilities prior to grant date. Implied volatility is based on options to purchase the Company’s stock with remaining terms of greater than one year that are regularly traded in the market. • Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. • Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The Company uses historical data to estimate employee exercise and post-vest termination behavior. The Company believes that all groups of employees exhibit similar exercise and post-vest termination behavior and therefore does not stratify employees into multiple groups in determining the expected term of options. • Expected annual dividends: The estimate for annual dividends is $0.00 because the Company has not historically paid, and does not intend for the foreseeable future to pay, a dividend. Restricted Stock and Restricted Stock Units The Company issues restricted stock and restricted stock units with service conditions, which are generally the vesting periods of the awards. The Company also issues, to certain members of senior management, on an annual basis restricted stock and restricted stock units that vest upon the earlier of the satisfaction of (i) a performance condition or (ii) a service condition. In addition, in 2015 and 2014, 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. Employee Stock Purchase Plan The weighted-average fair value of each purchase right granted during 2015 , 2014 and 2013 was $37.84 , $29.59 and $21.08 , respectively. The following table reflects the weighted-average assumptions used in the Black-Scholes option pricing model for 2015 , 2014 and 2013 : 2015 2014 2013 Expected stock price volatility 47.20 % 60.32 % 54.69 % Risk-free interest rate 0.40 % 0.09 % 0.08 % Expected term (in years) 0.72 0.75 0.74 Expected annual dividends — — — The expected stock price volatility for ESPP offerings is based on implied volatility. The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. The expected term represents purchases and purchase periods that take place within the offering period. The expected annual dividends estimate is $0.00 because the Company has not historically paid, and does not for the foreseeable future intend to pay, a dividend. |
Other Arrangements
Other Arrangements | 12 Months Ended |
Dec. 31, 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 December 31, 2015 , the Company had $26.0 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 in 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 is not subject to refund. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss from continuing operations before provision for (benefit from) income taxes during the three years ended December 31, 2015 consisted of the following: 2015 2014 2013 (in thousands) United States $ (272,326 ) $ (645,465 ) $ (10,638 ) Foreign (285,474 ) (89,410 ) (615,406 ) Loss from continuing operations before provision for (benefit from) income taxes $ (557,800 ) $ (734,875 ) $ (626,044 ) The components of the provision for (benefit from) income taxes from continuing operations during the three years ended December 31, 2015 consisted of the following: 2015 2014 2013 (in thousands) Current taxes: United States $ 25,623 $ 2,853 $ — Foreign 831 2,457 1,085 State 3,629 1,366 4,080 Total current taxes $ 30,083 $ 6,676 $ 5,165 Deferred taxes: United States $ 497 $ 244 $ — Foreign (355 ) — (127,587 ) State 156 38 — Total deferred taxes $ 298 $ 282 $ (127,587 ) Provision for (benefit from) income taxes $ 30,381 $ 6,958 $ (122,422 ) The difference between the Company’s “expected” tax provision (benefit), as computed by applying the U.S. federal corporate tax rate of 35% to loss from continuing operations before provision for (benefit from) income taxes, and actual tax is reconciled as follows: 2015 2014 2013 (in thousands) Loss from continuing operations before provision for (benefit from) income taxes $ (557,800 ) $ (734,875 ) $ (626,044 ) Expected tax provision (benefit) (195,230 ) (257,206 ) (219,115 ) State taxes, net of federal benefit 3,800 1,124 3,844 Foreign rate differential 47,402 39,335 79,799 Tax credits (55,696 ) (33,788 ) (16,775 ) Unbenefitted operating losses (gains) 226,169 241,037 (29,900 ) Non-deductible expenses 5,817 18,756 9,614 Rate change (1,224 ) (1,826 ) 50,076 Other (657 ) (474 ) 35 Provision for (benefit from) income taxes $ 30,381 $ 6,958 $ (122,422 ) The foreign rate differential in the tax rate reconciliation table reflects the effect of operations in jurisdictions with tax rates that are different from the United States. As set forth in the components of loss before provision for (benefit from) income taxes, the Company had losses in foreign jurisdictions in each year presented. Due to lower foreign tax rates, particularly in the United Kingdom, the Company’s tax benefit in foreign loss jurisdictions is less than the “expected” tax benefit that would have resulted from losses in these jurisdictions at corporate tax rates in the United States. The difference between the tax benefit at foreign corporate tax rates and the “expected” benefit based on corporate tax rates in the United States is reflected in the tax reconciliation table under the caption “foreign rate differential.” The unbenefitted operating losses in the tax rate reconciliation table primarily reflect a change in the valuation allowance on deferred tax assets related to the United States, United Kingdom and Switzerland. In 2015 and 2014, the valuation allowance increased primarily due to an increase in the net operating loss in the United States with no benefit due to the uncertainty in the Company’s ability to use them in future periods. In the United Kingdom and Switzerland losses have been incurred that cannot be benefitted due to uncertainty in the Company’s ability to use them in future periods resulting in an unfavorable effect on the tax provision. Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred taxes were as follows: As of December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss $ 1,250,642 $ 996,172 Tax credit carryforwards 315,535 265,339 Intangible assets 14,673 3,174 Deferred revenues 9,341 15,771 Stock-based compensation 93,404 61,527 Inventories 5,913 13,395 Accrued expenses 27,236 37,699 Currency translation adjustment 222 — Construction financing lease obligation 176,250 175,853 Gross deferred tax assets 1,893,216 1,568,930 Valuation allowance (1,716,349 ) (1,409,936 ) Total deferred tax assets 176,867 158,994 Deferred tax liabilities: Property and equipment (175,424 ) (158,994 ) Acquired intangibles (110,439 ) (11,544 ) Unrealized gain $ (1,088 ) $ — Net deferred tax liabilities $ (110,084 ) $ (11,544 ) The Company presents its deferred tax assets and deferred tax liabilities gross on its consolidated balance sheets. As of December 31, 2015 , $110.4 million of the deferred tax liabilities are attributable to the Company’s collaborations with BioAxone and Parion. As of December 31, 2014 , $11.5 million of the deferred tax liabilities are attributable to the Company’s collaboration with BioAxone. For federal income tax purposes, as of December 31, 2015 , the Company has net operating loss carryforwards of approximately $4.2 billion and tax credits of $217.5 million , which may be used to offset future federal income and tax liability, respectively. Approximately $1.1 billion of the federal net operating loss carryforward will result in an increase to additional paid-in capital if and when these carryforwards are used to reduce income taxes payable. For state income tax purposes, the Company has net operating loss carryforwards of approximately $1.0 billion and tax credits of $97.3 million , which may be used to offset future state income and tax liability, respectively. Approximately $195.1 million of the state net operating loss carryforward will result in an increase to additional paid-in capital if and when these carryforwards are used to reduce state income taxes payable. These federal and state operating loss carryforwards and tax credits expire at various dates through 2035. After consideration of all the evidence, both positive and negative, the Company continues to maintain a valuation allowance for the majority of the 2015 deferred tax asset because it is more likely than not that the deferred tax asset will not be realized. In future periods, if management determines that it is more likely than not that the deferred tax asset will be realized, (i) the valuation allowance would be decreased, (ii) a portion or all of the deferred tax asset would be reflected on the Company’s consolidated balance sheet and (iii) the Company would record non-cash benefits in its consolidated statements of operations related to the reflection of the deferred tax asset on its consolidated balance sheets. The valuation allowance increased by $306.4 million from December 31, 2014 to December 31, 2015 primarily due to an increase in net operating losses and credits. Unrecognized tax benefits during the two years ended December 31, 2015 consisted of the following: 2015 2014 (in thousands) Unrecognized tax benefits beginning of year $ 880 $ 2,024 Decrease for prior period positions — (27 ) Decrease due to settlements and payments (455 ) (1,117 ) Unrecognized tax benefits end of year $ 425 $ 880 The Company had gross unrecognized tax benefits of $0.4 million and $0.9 million , respectively, as of December 31, 2015 and 2014 . At December 31, 2015 , $0.4 million represented the amount of unrecognized tax benefits that, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of December 31, 2015 , no interest and penalties have been accrued. In 2016, it is reasonably possible that the Company will reduce the balance of its unrecognized tax benefits by approximately $0.4 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 files United States 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 2010, except where the Company has net operating losses or tax credit carryforwards that originate before 2010. The Company currently is under examination by Revenue Quebec for the year ended December 31, 2013 and the Internal Revenue Service, Delaware, Pennsylvania and Texas for the various periods between December 31, 2011 and December 31, 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 the Canada Revenue Agency and Revenue Quebec during 2014, and Massachusetts and New York during 2015, with no material adjustments. At December 31, 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 Expense
Restructuring Expense | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | Restructuring Expenses Facility Lease Obligations The Company has adopted several plans to restructure its facility operations for which it has incurred restructuring expenses in the three years ended December 31, 2015 . The Company’s initial estimate of its liabilities for net ongoing costs associated with these facility obligations are recorded at fair value on the cease use date. In estimating the expenses and liabilities related to these facilities, the Company utilizes a probability-weighted discounted cash-flows of the Company’s ongoing lease obligations. In estimating the expense and liability under its lease obligations, the Company estimated (i) the costs to be incurred to satisfy rental and build-out commitments under the lease (including operating costs), (ii) the lead-time necessary to sublease the space, (iii) the projected sublease rental rates and (iv) the anticipated durations of subleases. The Company uses a credit-adjusted risk-free rate to discount the estimated cash flows. The Company reviews its estimates and assumptions on at least a quarterly basis, intends to continue such reviews until the termination of these facility lease obligations, and will make whatever modifications the Company believes necessary, based on the Company’s best judgment, to reflect any changed circumstances. The Company’s estimates have changed in the past, and may change in the future, resulting in additional adjustments to the estimate of these liabilities. Changes to the Company’s estimate of these liabilities are recorded as additional restructuring expenses (credits). In addition, because the Company’s estimate of these liabilities includes the application of a discount rate to reflect the time-value of money, the Company records imputed interest costs related to these liabilities each quarter. These costs are included in restructuring expenses on the Company’s consolidated statements of operations. 2003 Kendall Restructuring In 2003, the Company adopted a plan to restructure its operations (the “2003 Kendall Restructuring”) to coincide with its increasing internal emphasis on advancing drug candidates through clinical development to commercialization. The restructuring was designed to re-balance the Company’s relative investments in research and development to better support the Company’s long-term strategy. At that time, the restructuring plan included a workforce reduction, write-offs of certain assets and a decision not to occupy approximately 290,000 square feet of specialized laboratory and office space in Cambridge, Massachusetts under lease to Vertex (the “Kendall Square Lease”). The Kendall Square Lease commenced in January 2003 and has a 15 -year term. In 2005, the Company revised its assessment of its real estate requirements and decided to use approximately 120,000 square feet of the facility subject to the Kendall Square Lease (the “Kendall Square Facility”) for its operations, beginning in 2006. The rentable square footage of the Kendall Square Facility related to the 2003 Kendall Restructuring currently is subleased to third parties. The restructuring expense incurred from the second quarter of 2003 through the end of the first quarter of 2005 (i.e., immediately prior to the Company’s decision to use a portion of the Kendall Square Facility for its operations) relates to the estimated incremental net ongoing lease obligations associated with the entire Kendall Square Facility, together with imputed interest costs relating to the restructuring liability. The restructuring expense incurred in the period beginning in the second quarter of 2005 relates only to the portion of the Kendall Square Facility that the Company was not occupying and did not intend to occupy for its operations. The Company uses a discount rate of 10% related to this restructuring activity. The remaining lease obligations, which are associated with the 120,000 square foot portion of the Kendall Square Facility that the Company occupied and used for its operations, were recorded as rental expense in the period incurred until the Company incurred a cease use charge related to this portion of the Kendall Square Facility in the third quarter of 2014 in connection with transitioning its Massachusetts operations to Fan Pier in Boston, Massachusetts (the “Fan Pier Move Restructuring”). The activity related to restructuring and other liability for 2003 was as follows: Restructuring Expense Cash Non-cash Liability as of (in thousands) Lease restructuring and other operating lease expense $ 84,726 $ (15,200 ) $ — $ 69,526 Employee severance, benefits and related costs 2,616 (2,616 ) — — Leasehold improvements and asset impairments 4,482 — (4,482 ) — Total $ 91,824 $ (17,816 ) $ (4,482 ) $ 69,526 In 2003, the lease restructuring and other operating lease expense included $78.7 million of lease restructuring expense and $6.0 million of lease operating expense incurred prior to the decision not to occupy the Kendall Square Facility. The restructuring accrual as of December 31, 2003 related only to the lease restructuring expense. The activities related to 2003 restructuring liability for 2004 through 2015 were as follows: 2015 2014 2013 2004-2015 (in thousands) Liability, beginning of the period $ 11,596 $ 19,115 $ 23,328 $ 69,526 Cash payments (14,625 ) (17,494 ) (15,255 ) (211,071 ) Cash received from subleases 11,089 12,912 10,670 99,709 Credit for portion of facility Vertex decided to occupy in 2005 — — — (10,018 ) Restructuring expense (116 ) (2,937 ) 372 59,798 Liability, end of the period $ 7,944 $ 11,596 $ 19,115 $ 7,944 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. The Company discounted the estimated cash flows related to the facilities at a discount rate of 9% . The Company will continue to incur charges through April 2018 related to the difference between the Company’s estimated future cash flows related to its lease obligations, which include an estimate for sublease income to be received if applicable, and its actual cash flows. The Fan Pier Move Restructuring included lease obligations related to the 120,000 square feet of the Kendall Square Facility that the Company continued to use for its operations following its 2013 Kendall Restructuring. The remaining rentable square footage of the Kendall Square Facility related to the Fan Pier Move Restructuring was subleased to a third party in February 2015. The activities related to the Fan Pier relocation restructuring liability for the three years ended December 31, 2015 were as follows: 2015 2014 2013 (in thousands) Liability, beginning of the period $ 33,390 $ 797 $ — Cash payments (30,022 ) (18,271 ) (401 ) Cash received from subleases 4,229 — — Restructuring expense (1,633 ) 50,864 1,198 Liability, end of the period $ 5,964 $ 33,390 $ 797 Other Restructuring Activities The Company has engaged in several other restructuring activities that are unrelated to its 2003 Kendall Restructuring and the Fan Pier Move Restructuring. The most significant activity commenced in October 2013 when 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 CF and other research and development programs. The activities related to the Company’s other restructuring liabilities for the three years ended December 31, 2015 were as follows: 2015 2014 2013 (in thousands) Liability, beginning of the period $ 869 $ 8,441 $ — Cash payments (3,374 ) (10,570 ) (22,916 ) Asset impairments and other non-cash expense — — (7,594 ) Restructuring expense 3,955 2,998 38,951 Liability, end of the period $ 1,450 $ 869 $ 8,441 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | Employee Benefits The Company has a 401(k) retirement plan (the “Vertex 401(k) Plan”) in which substantially all of its permanent U.S. employees are eligible to participate. Participants may contribute up to 60% of their annual compensation to the Vertex 401(k) Plan, subject to statutory limitations. The Company may declare discretionary matching contributions to the Vertex 401(k) Plan. Through mid-2013, the Company paid matching contributions in Vertex common stock in the form of fully-vested interests in a Vertex common stock fund. Beginning in mid-2013, the Company began paying matching contributions in the form of cash. For the years ended December 31, 2015 , 2014 and 2013 , the Company contributed approximately $12.8 million , $12.0 million and $12.6 million to the plan, respectively. As of December 31, 2015 , 755,000 shares of common stock remained available for grant under the Vertex 401(k) Plan. In 2013 , the Company declared matching contributions paid in fully-vested interests in the Vertex common stock fund to the Vertex 401(k) Plan as follows: 2013 (in thousands) Discretionary matching contributions during the year ended December 31, 2013 $ 5,930 Shares issued during the year ended December 31, 2013 99 Shares issuable as of the year ended December 31, 2013 — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations The Company moved into its corporate headquarters in January 2014. Please refer to Note L, “Long Term Obligations,” for additional information regarding this commitment. In December 2015, the Company entered into a lease agreement for 3215 Merryfield Row, San Diego, California. Please refer to Note L, “Long Term Obligations,” for additional information regarding this commitment. The Kendall Square Lease began in January 2003 and will expire in April 2018. The Company occupied and used for its operations approximately 120,000 square feet of the Kendall Square Facility until 2014 when it moved its operations to Fan Pier. The Company has sublease arrangements in place for the remaining rentable square footage of the Kendall Square Facility, with terms that expire concurrently with the Kendall Square Lease. Please refer to Note Q, “Restructuring Expenses,” for further information. As of December 31, 2015 , future minimum commitments under the Fan Pier Leases, facility leases with terms of more than one year and contractual sublease income under the Company’s subleases for the Kendall Square Facility as adjusted for a sublease executed in February 2015 were as follows: Year Fan Pier Kendall Square Kendall Sublease Other Total Lease (Net of Sublease Income) (in thousands) 2016 $ 67,206 $ 19,984 $ (15,515 ) $ 13,922 $ 85,597 2017 67,206 19,984 (15,515 ) 15,472 87,147 2018 67,206 6,661 (5,172 ) 16,121 84,816 2019 72,589 — — 20,156 92,745 2020 72,589 — — 19,879 92,468 Thereafter 607,621 — — 219,483 827,104 Total minimum lease payments $ 954,417 $ 46,629 $ (36,202 ) $ 305,033 $ 1,269,877 During 2015 , 2014 and 2013 , rental expense was $18.1 million , $38.9 million and $57.7 million , respectively. The majority of the Company’s lease payments related to the Fan Pier Leases are recorded as interest expense because the Company is deemed for accounting purposes to be the owner of the Buildings. Please refer to Note L, “Long Term Obligations,” for further information. The Company has outstanding leases, which are accounted for as capital leases, for equipment, leasehold improvements and software licenses with terms through 2019. The capital leases bear interest at rates ranging from less than 1% to 9% per year. The following table sets forth the Company’s future minimum payments due under capital leases as of December 31, 2015 : Year (in thousands) 2016 $ 18,773 2017 19,248 2018 19,146 2019 6,719 2020 1,089 Thereafter 209 Total payments 65,184 Less: amount representing interest (6,716 ) Present value of payments $ 58,468 In addition, the Company has committed to make potential future milestone and royalty payments pursuant to certain collaboration agreements. Payments generally become due and payable upon the achievement of certain developmental, regulatory and/or commercial milestones. Please refer to Note B, “Collaborative Arrangements,” for further information. Financing Arrangements As of December 31, 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 December 31, 2015 , on the Company’s 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. The Company filed a motion to dismiss the complaint on December 8, 2014 and the plaintiffs filed their opposition to the Company’s motion to dismiss on January 22, 2015. 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 intends to vigorously defend the litigation. As of December 31, 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 December 31, 2015 or 2014 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Segment reporting is prepared on the same basis that the Company’s chief executive officer, who is the Company’s chief operating decision maker, manages the business, makes operating decisions and assesses performance. The Company operates in one segment, pharmaceuticals. Enterprise-wide disclosures about revenues, significant customers, and property and equipment, net by location are presented below. Revenues by Product Product revenues, net consisted of the following: 2015 2014 2013 (in thousands) KALYDECO $ 631,674 $ 463,750 $ 371,285 ORKAMBI 350,663 — — INCIVEK 17,987 24,071 466,360 Total product revenues, net $ 1,000,324 $ 487,821 $ 837,645 Revenues by Geographic Location Total revenues from external customers and collaborators by geographic region consisted of the following. Product revenues are attributed to countries based on the location of the customer. Collaborative revenues are attributed to the operations of the Company in the United States. Royalty revenues are attributed to countries based on the location of the collaborator. 2015 2014 2013 (in thousands) United States $ 763,316 $ 361,074 $ 896,952 Outside of the United States Europe 219,596 197,611 279,557 Other 49,424 21,730 35,466 Total revenues outside of the United States 269,020 219,341 315,023 Total revenues $ 1,032,336 $ 580,415 $ 1,211,975 In 2015 and 2014, revenues attributable to the United Kingdom were the majority of the Company’s European revenues. Significant Customers Gross revenues and accounts receivable from each of the Company’s customers who individually accounted for 10% or more of total gross revenues and/or 10% or more of total gross accounts receivable consisted of the following: Percent of Total Gross Revenues Percent of Gross Accounts Receivable Year Ended December 31, As of December 31, 2015 2014 2013 2015 2014 Walgreen Co. 20 % 12 % <10 % 15 % 11 % CVS/Caremark 17 % <10 % <10 % 17 % <10 % Accredo/Curascript 15 % <10 % <10 % 16 % <10 % Bupa Home Healthcare Limited <10 % <10 % <10 % <10 % 20 % Janssen Inc. <10 % <10 % N/A <10 % 12 % Janssen NV <10 % <10 % 22 % <10 % <10 % AmerisourceBergen Drug Corporation <10 % <10 % 21 % <10 % <10 % McKesson Corporation <10 % <10 % 21 % <10 % <10 % Property and Equipment, Net by Location Property and equipment, net by location consisted of the following: As of December 31, 2015 2014 (in thousands) United States $ 661,421 $ 676,968 Outside of the United States United Kingdom 32,793 33,628 Other 3,501 5,216 Total property and equipment, net outside of the United States 36,294 38,844 Total property and equipment, net $ 697,715 $ 715,812 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) The following table sets forth the Company’s quarterly financial data for the two years ended December 31, 2015 and have been revised to reflect discontinued operations for quarterly periods prior to the three months ended September 30, 2014. Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenues: Product revenues, net $ 130,875 $ 160,388 $ 302,511 $ 406,550 Royalty revenues 6,792 5,077 5,759 6,331 Collaborative revenues 842 611 1,546 5,054 Total revenues 138,509 166,076 309,816 417,935 Costs and expenses: Cost of product revenues 9,381 15,409 30,269 62,092 Royalty expenses 2,926 1,451 1,691 1,293 Research and development expenses (1) 215,599 223,858 246,284 310,181 Sales, general and administrative expenses 85,860 94,394 99,772 96,549 Restructuring (income) expenses (3,272 ) 2,128 1,826 1,524 Total costs and expenses 310,494 337,240 379,842 471,639 Loss from operations (171,985 ) (171,164 ) (70,026 ) (53,704 ) Interest expense, net (21,307 ) (21,111 ) (21,134 ) (20,654 ) Other (expense) income, net (5,113 ) 1,414 (1,326 ) (1,690 ) Loss before provision for (benefit from) income taxes (198,405 ) (190,861 ) (92,486 ) (76,048 ) Provision for (benefit from) income taxes 299 30,131 1,330 (1,379 ) Net loss (198,704 ) (220,992 ) (93,816 ) (74,669 ) Loss (income) attributable to noncontrolling interest 98 32,144 (1,333 ) 938 Net loss attributable to Vertex $ (198,606 ) $ (188,848 ) $ (95,149 ) $ (73,731 ) Amounts per share attributable to Vertex common shareholders: Net loss: Basic and diluted $ (0.83 ) $ (0.78 ) $ (0.39 ) $ (0.30 ) Shares used in per share calculations: Basic and diluted 239,493 240,757 241,969 242,987 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenues: Product revenues, net $ 103,461 $ 122,319 $ 137,099 $ 124,942 Royalty revenues 10,733 13,015 8,386 8,785 Collaborative revenues (2) 4,257 3,087 33,502 10,829 Total revenues 118,451 138,421 178,987 144,556 Costs and expenses: Cost of product revenues 8,572 9,655 10,208 11,290 Royalty expenses 6,904 7,645 3,976 2,737 Research and development expenses 238,617 224,487 190,939 201,463 Sales, general and administrative expenses 74,212 77,446 75,224 78,527 Restructuring expenses (income) (3) 6188 (270) 40,843 4,164 Total costs and expenses 334,493 318,963 321,190 298,181 Loss from operations (216,042 ) (180,542 ) (142,203 ) (153,625 ) Interest expense, net (15,717 ) (15,585 ) (20,384 ) (21,177 ) Other income (expense), net (4) 451 37,731 (3,990 ) (3,792 ) Loss from continuing operations before provision for income taxes (231,308 ) (158,396 ) (166,577 ) (178,594 ) Provision for income taxes 803 693 3,419 2,043 Loss from continuing operations (232,111 ) (159,089 ) (169,996 ) (180,637 ) Loss from discontinued operations, net of tax benefit (346 ) (293 ) (64 ) (209 ) Net loss (232,457 ) (159,382 ) (170,060 ) (180,846 ) Loss attributable to noncontrolling interest — — — 4,190 Net loss attributable to Vertex $ (232,457 ) $ (159,382 ) $ (170,060 ) $ (176,656 ) Amounts attributable to Vertex: Loss from continuing operations attributable to Vertex $ (232,111 ) $ (159,089 ) $ (169,996 ) $ (176,447 ) Loss from discontinued operations (346 ) (293 ) (64 ) (209 ) Net loss attributable to Vertex $ (232,457 ) $ (159,382 ) $ (170,060 ) $ (176,656 ) Amounts per share attributable to Vertex common shareholders: Net loss from continuing operations: Basic and diluted $ (1.00 ) $ (0.68 ) $ (0.72 ) $ (0.74 ) Net loss from discontinued operations: Basic and diluted $ — $ — $ — $ — Net loss: Basic and diluted $ (1.00 ) $ (0.68 ) $ (0.72 ) $ (0.74 ) Shares used in per share calculations: Basic and diluted 232,887 233,808 236,137 238,272 1. During fourth quarter of 2015, the Company made a one-time $75.0 million upfront payment to CRISPR Therapeutics in connection with the collaboration, which was recorded as a research and development expense. See Note B, “Collaborative Arrangements,” for further information. 2. During the third quarter of 2014, the Company received a non-refundable up-front payment of $30.0 million from Janssen Inc., which was recorded as collaborative revenues. See Note B, “Collaborative Arrangements,” for further information. 3. During the third quarter of 2014, the Company recorded $40.8 million of restructuring expenses primarily related to the relocation of its corporate headquarters to Boston from Cambridge. See Note Q, “Restructuring Expenses,” for further information. 4. During the second quarter of 2014, the Company received a one-time cash payment of $36.7 million from its landlord pursuant to the Fan Pier Leases, which was recorded as other income. See Note O, “Other Arrangements,” for further information. |
Nature of Business and Accoun30
Nature of Business and Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) consolidated variable interest entities (VIEs). In addition, the consolidated financial statements reflect the operations of Alios BioPharma, Inc. (“Alios”), as well as direct expenses Vertex incurred as a result of the Alios Agreement, as discontinued operations. All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. Please refer to Note T, “Segment Information,” for enterprise-wide disclosures regarding the Company’s revenues, major customers and long-lived assets by geographic area. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“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 consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these 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, contingent consideration, noncontrolling interest, the consolidation of VIEs and deconsolidation of a VIE, 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. |
Revenue Recognition | Revenue Recognition 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 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 costs of incentives offered to certain indirect customers, including patients. 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. Trade Allowances: The Company generally provides invoice discounts on product sales to its Customers for prompt payment and pays fees for distribution services, such as fees for certain data that Customers provide to the Company. The payment terms for sales to Customers in the United States generally include a discount for payment within 30 days. The Company expects that, based on its experience, its Customers will earn these discounts and fees, and deducts the full amount of these discounts and fees from its gross product revenues and accounts receivable at the time such revenues are recognized. Rebates, Chargebacks and Discounts: The Company contracts with government agencies and various private organizations (collectively, its “Third-party Payors”) so that products will be eligible for purchase by, or partial or full reimbursement from, such Third-party Payors. The Company estimates the rebates, chargebacks and discounts it will provide to Third-party Payors and deducts these estimated amounts from its gross product revenues at the time the revenues are recognized. For each product, the Company estimates the aggregate rebates, chargebacks and discounts that it will provide to Third-party Payors based upon (i) the Company’s contracts with these Third-party Payors, (ii) the government-mandated discounts applicable to government-funded programs, (iii) information obtained from the Company’s Customers and other third-party data regarding the payor mix for such product and (iv) historical experience. Product Returns: The Company estimates the amount of each product that will be returned and deducts these estimated amounts from its gross revenues at the time the revenues are recognized. The Company’s Customers have the right to return unopened unprescribed packages, subject to contractual limitations. To date product returns have been minimal and, based on inventory levels held by its Customers and its distribution model, the Company believes that returns of its products will continue to be minimal. Other Incentives: Other incentives that the Company offers include co-pay mitigation rebates provided by the Company to commercially insured patients who have coverage and who reside in states that permit co-pay mitigation programs. The Company’s co-pay mitigation programs are intended to reduce each participating patient’s portion of the financial responsibility for a product’s purchase price to a specified dollar amount. Based upon the terms of the Company’s co-pay mitigation programs, the Company estimates average co-pay mitigation amounts for each of its products in order to establish its accruals for co-pay mitigation rebates and deducts these estimated amounts from its gross product revenues at the later of the date (i) the revenues are recognized or (ii) the incentive is offered. The Company’s co-pay mitigation rebates are subject to expiration. The following table summarizes activity in each of the product revenue allowance and reserve categories for the three years ended December 31, 2015 : Trade Rebates, Product Other Total (in thousands) 2015 Beginning Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 Provision related to current period sales 10,890 65,781 779 3,755 81,205 Adjustments related to prior period sales (214 ) (19,410 ) (993 ) (235 ) (20,852 ) Credits/payments made (10,050 ) (30,804 ) (3,271 ) (2,955 ) (47,080 ) Ending Balance $ 2,089 $ 44,669 $ 1,228 $ 1,310 $ 49,296 2014 Beginning Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 Provision related to current period sales 8,468 35,713 2,478 1,347 48,006 Adjustments related to prior period sales (43 ) 329 3,056 (72 ) 3,270 Credits/payments made (8,497 ) (75,184 ) (16,620 ) (2,085 ) (102,386 ) Ending Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 2013 Beginning Balance $ 5,416 $ 63,560 $ 2,852 $ 3,565 $ 75,393 Provision related to current period sales 31,395 204,459 5,795 9,295 250,944 Adjustments related to prior period sales 343 4,474 15,149 (228 ) 19,738 Credits/payments made (35,619 ) (204,249 ) (7,997 ) (11,077 ) (258,942 ) Ending Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 The Company adjusts its estimated rebates, chargebacks and discounts based on new information, including information regarding actual rebates, chargebacks and discounts for its products, as it becomes available. Claims by third-party payors for rebates, chargebacks and discounts frequently are submitted to the Company significantly after the related sales, potentially resulting in adjustments in the period in which the new information becomes known. In each of the periods presented, the Company’s adjustments relating to prior period sales principally related to the Company’s estimates for INCIVEK. During the fourth quarter of 2014, the Company withdrew INCIVEK from the market in the United States. At December 31, 2015 the Company maintains an accrual of less than $1 million for government rebates for INCIVEK. Royalty Revenues The Company’s royalty revenues on commercial sales of INCIVO (telaprevir) by Janssen NV were based on net sales of licensed products in licensed territories as provided by Janssen NV. The Company recognizes royalty revenues in the period the sales occur. The Company has sold its rights to receive certain royalties on sales of an HIV protease inhibitor (fosamprenavir) and recognizes the revenues related to this sale as royalty revenues. In the circumstance where the Company has sold its rights to future royalties under a license agreement and also maintains continuing involvement in the royalty arrangement (but not significant continuing involvement in the generation of the cash flows payable to the purchaser of the future royalty rights), the Company defers recognition of the proceeds it receives for the royalty stream and recognizes these deferred revenues over the life of the license agreement pursuant to the units-of-revenue method. The Company’s estimates regarding the estimated remaining royalty payments due to the purchaser have changed in the past and may change in the future. Collaborative Revenues The Company recognizes revenues generated through collaborative research, development and/or commercialization agreements. The terms of these agreements typically include payment to the Company of one or more of the following: nonrefundable, up-front license fees; development and commercial milestone payments; funding of research and/or development activities; payments for services the Company provides through its third-party manufacturing network; and royalties on net sales of licensed products. Each of these types of payments results in collaborative revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. For each collaborative research, development and/or commercialization agreement that result in revenues, the Company determines (i) whether multiple deliverables exist, (ii) whether the undelivered elements have value to the customer on a stand-alone basis, (iii) how the deliverables should be separated and (iv) how the consideration should be allocated to the deliverables. For arrangements entered into or materially modified after January 1, 2011, the Company allocates consideration in an arrangement using the relative selling price method based on management’s best estimate of selling price of deliverables if it does not have vendor-specific objective evidence or third-party evidence. As part of the accounting for these agreements, the Company must develop assumptions that require judgment to determine the best estimate of selling price. Key assumptions utilized by the Company to determine the best estimate of selling price may include forecasted revenues, patient enrollment requirements from regulatory authorities, development timelines, reimbursement rates for personnel costs, discount rates, and estimated third-party development costs. The Company evaluates amendments to its existing arrangements to determine whether they have been materially modified. In making its determination that an arrangement has been materially modified, the Company considers whether there have been significant changes to the consideration under the arrangement, the deliverables under the arrangement, the timing of deliverables and the period of the arrangement. If the arrangement is determined to have been materially modified, the Company allocates fixed consideration under the arrangement using its best estimate of selling price to the remaining undelivered elements at the date of material modification. Any consideration remaining after the allocation is recognized as revenue. Collaborative research, development and/or commercialization agreements entered into prior to January 1, 2011 that contained multiple elements of revenue were divided into separate units of accounting if certain criteria were met, including whether the delivered element had stand-alone value to the collaborator and whether there was objective and reliable evidence of the fair value of the undelivered obligation(s). The Company allocated consideration it received among the separate units either on the basis of each unit’s fair value or using the residual method, and applied the revenue recognition criteria to each of the separate units. Up-front License Fees: If the license to the Company’s intellectual property was determined to have stand-alone value from the other deliverables identified in the arrangement, the Company recognized revenues from nonrefundable, up-front license fees upon delivery. If these licenses did not have stand-alone value, the Company recognized revenues from nonrefundable, up-front license fees on a straight-line basis over the contracted or estimated period of performance. The Company evaluates the period of performance each reporting period and adjusts the period of performance on a prospective basis if there are changes to be made. Milestone Payments: At the inception of each agreement that included research and development milestone payments, the Company evaluated whether each milestone was substantive. The Company recognized revenues related to substantive milestones in full in the period in which the substantive milestone is achieved if payment is reasonably assured. If a milestone is not considered substantive, the Company recognized the applicable milestone payment over the period of performance. Research and Development Activities/Manufacturing Services: If the Company was entitled to reimbursement from its collaborators for specified research and development expenses and/or was entitled to payments for specified manufacturing services that the Company provided through its third-party manufacturing network, the Company determines whether the research and development funding would result in collaborative revenues or an offset to research and development expenses in accordance with the provisions of gross or net revenue presentation. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of money market funds and marketable securities. The Company places these investments with highly rated financial institutions, and, by policy, limits the amounts of credit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company also maintains a foreign currency hedging program that includes foreign currency forward contracts with several counterparties. The Company has not experienced any credit losses related to these financial instruments and does not believe it is exposed to any significant credit risk related to these instruments. The Company also is subject to credit risk from its accounts receivable related to its product sales and collaborators. The Company evaluates the creditworthiness of each of its customers and has determined that all of its material customers are creditworthy. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of investments in government-sponsored enterprise securities, corporate debt securities and commercial paper that are classified as available-for-sale. The Company classifies marketable securities available to fund current operations as current assets on its consolidated balance sheets. Marketable securities are classified as long-term assets on the consolidated balance sheets if (i) they have been in an unrealized loss position for longer than one year and (ii) the Company has the ability and intent to hold them (a) until the carrying value is recovered and (b) such holding period may be longer than one year. The Company’s marketable securities are stated at fair value with their unrealized gains and losses included as a component of accumulated other comprehensive income (loss), which is a separate component of shareholders’ equity, until such gains and losses are realized. The fair value of these securities is based on quoted prices for identical or similar assets. The Company reviews investments in marketable securities for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has an intent to sell, or whether it is more likely than not that the Company will be required to sell, the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to year-end. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income (loss) to the consolidated statements of operations. Realized gains and losses are determined using the specific identification method and are included in other income (expense), net in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company deducts trade allowances for prompt payment and fees for distribution services from its accounts receivable based on its experience that the Company’s Customers will earn these discounts and fees. The Company’s estimates for its allowance for doubtful accounts, which have not been significant to date, are determined based on existing contractual payment terms and historical payment patterns. |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company expenses the fair value of employee stock options and other forms of stock-based employee compensation over the associated employee service period on a straight-line basis. Stock-based compensation expense is determined based on the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. For awards with performance conditions that accelerate vesting of the award, the Company estimates the likelihood of satisfaction of the performance conditions, which affects the period over which the expense is recognized, and recognizes the expense using the accelerated attribution model. For awards with performance conditions in which the award does not vest unless the performance condition is met, the Company recognizes expense only if the Company estimates that achievement of the performance condition is probable. If the Company concludes that vesting is probable, it recognizes expense from the date it reaches this conclusion through the estimated vesting date. Effective for equity awards granted on or after February 5, 2014, the Company provides to employees who have rendered a certain number of years’ to the Company and meet certain age requirements, partial or full acceleration of vesting of these equity awards, subject to certain conditions including a notification period, upon a termination of employment other than for cause. Less than 5% of the Company’s employees were eligible for partial or full acceleration of any of their equity awards as of December 31, 2015. The Company recognizes stock-based compensation expense related to these awards over a service period reflecting qualified employees eligibility for partial or full acceleration of vesting. |
Research and Development Expenses | Research and Development Expenses The Company expenses as incurred all research and development expenses, including amounts funded by research and development collaborations. The Company capitalizes nonrefundable advance payments made by the Company for research and development activities and expenses the payments as the related goods are delivered or the related services are performed. Research and development expenses are comprised of costs incurred by the Company in performing research and development activities, including salary and benefits; stock-based compensation expense; laboratory supplies and other direct expenses; outsourced services, including clinical trial and pharmaceutical development costs; expenses associated with drug supplies that are not being capitalized; and infrastructure costs, including facilities costs and depreciation expense. |
Advertising Expenses | Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. |
Inventories | Inventories The Company values its inventories at the lower-of-cost or market. The Company determines the cost of its inventories, which includes amounts related to materials and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period, and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale in cost of product revenues in the consolidated statements of operations. Shipping and handling costs incurred for product shipments are recorded as incurred in cost of product revenues in the consolidated statements of operations. The Company capitalizes inventories produced in preparation for initiating sales of a drug candidate when the related drug candidate is considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales of the inventories. In determining whether or not to capitalize such inventories, the Company evaluates, among other factors, information regarding the drug candidate’s safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales, including the existence of current or anticipated competitive drugs and the availability of reimbursement. In addition, the Company evaluates risks associated with manufacturing the drug candidate and the remaining shelf-life of the inventories. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset, generally seven to ten years for furniture and equipment, three to five years for computers and software, 40 years for buildings and for leasehold improvements, the shorter of the useful life of the improvements or the estimated remaining life of the associated lease. Amortization expense of assets acquired under capital leases is included in depreciation expense. Maintenance and repairs to an asset that do not improve or extend its life are charged to operations. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations. The Company performs an assessment of the fair value of the assets if indicators of impairment are identified during a reporting period and records the assets at the lower of the net book value or the fair value of the assets. The Company capitalizes internal costs incurred to develop software for internal use during the application development stage. The Company expenses costs related to the planning and post-implementation phases of development of software for internal use as these costs are incurred. Maintenance and enhancement costs (including costs in the post-implementation stages) are expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software resulting in added functionality, in which case the costs are capitalized. Amortization of capitalized internally developed software costs is recorded in depreciation expense over the useful life of the related asset. The Company records certain construction costs incurred by a landlord as an asset and a corresponding financing obligation on the Company’s consolidated balance sheets when the Company is determined to be the owner of the buildings during construction for accounting purposes. Upon completion of the project, the Company performs a sale-leaseback analysis to determine if the Company can remove the assets from its consolidated balance sheet. |
Capital Leases | Capital Leases The assets and liabilities associated with capital lease agreements are recorded at the present value of the minimum lease payments at the inception of the lease agreement. The assets are depreciated using the straight-line method over the shorter of the useful life of the related asset or the remaining life of the associated lease. Amortization of assets that the Company leases pursuant to a capital lease is included in depreciation expense. The Company performs an assessment of the fair value of the assets if indicators of impairment are identified during a reporting period and records the assets at the lower of the net book value or the fair value of the assets. Assets recorded under capital leases are recorded within “Property and equipment, net” and liabilities related to those assets are recorded within “Capital lease obligations, current portion” and “Capital lease obligations, excluding current portion” on the Company’s consolidated balance sheets. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records liabilities related to uncertain tax positions by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not believe any such uncertain tax positions currently pending will have a material adverse effect on its consolidated financial statements. |
Variable Interest Entities | Variable Interest Entities The Company reviews each collaboration agreement pursuant to which the Company licenses assets owned by a collaborator in order to determine whether or not the collaborator is a VIE. If the collaborator is a VIE, the Company assesses whether or not the Company is the primary beneficiary of that VIE based on a number of factors, including (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement and (iii) which party has the obligation to absorb losses or the right to receive benefits from the VIE. If the Company determines it is the primary beneficiary of a VIE at the onset of the collaboration agreement, the collaboration is treated as a business combination and the Company consolidates the financial statements of the VIE into the Company’s consolidated financial statements. The Company evaluates whether it continues to be the primary beneficiary of any consolidated VIEs on a quarterly basis. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, or no longer has a variable interest in the VIE, it deconsolidates the VIE in the period that the determination is made. Assets recorded as a result of consolidating VIEs’ financial condition into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets. The Company records the cash and cash equivalents of consolidated VIEs as restricted cash because the Company does not have control over the VIEs’ cash and cash equivalents. The Company also has recorded the liabilities of its consolidated VIEs for which creditors do not have recourse to the Company’s general assets outside of the VIE. |
Business Combinations | Business Combinations The Company assigns the value of consideration, including contingent consideration, transferred in business combinations to the appropriate accounts on the Company’s consolidated balance sheet based on their fair value as of the effective date of the transaction. If a collaboration has been treated as a business combination and there are contingent payments, changes in the fair value of the contingent payments pursuant to collaborations accounted for as business combinations result in an increase or decrease in net income attributable to Vertex (or an increase or decrease in net loss attributable to Vertex) on a dollar-for-dollar basis. Transaction costs and any restructuring costs associated with these transactions are expensed as incurred. |
Fair Value of In-Process Research and Development Asset and Contingent Payments in Business Combinations | Fair Value of In-process Research and Development Assets and Contingent Payments in Business Combinations The present-value models used to estimate the fair values of research and development assets and contingent payments pursuant to collaborations incorporate significant assumptions, including: assumptions regarding the probability of obtaining marketing approval and/or achieving relevant development milestones for a drug candidate; estimates regarding the timing of and the expected costs to develop a drug candidate; estimates of future cash flows from potential product sales and/or the potential to achieve certain commercial milestones with respect to a drug candidate; and the appropriate discount and tax rates. |
In-process Research and Development Assets | In-process Research and Development Assets The Company records the fair value of in-process research and development assets as of the transaction date of a business combination. Each of these assets is accounted for as an indefinite-lived intangible asset and is maintained on the Company’s consolidated balance sheet until either the project underlying it is completed or the asset becomes impaired. If the asset becomes impaired or is abandoned, the carrying value of the related intangible asset is written down to its fair value, and an impairment charge is recorded in the period in which the impairment occurs. If a project is completed, the carrying value of the related intangible asset is amortized as a part of cost of product revenues over the remaining estimated life of the asset beginning in the period in which the project is completed. In-process research and development assets are tested for impairment on an annual basis as of October 1, and more frequently if indicators are present or changes in circumstances suggest that impairment may exist. |
Goodwill | Goodwill The difference between the purchase price and the fair value of assets acquired and liabilities assumed in a business combination is allocated to goodwill. Goodwill is evaluated for impairment on an annual basis as of October 1, and more frequently if indicators are present or changes in circumstances suggest that impairment may exist. |
Noncontrolling Interest | Noncontrolling Interest The Company records noncontrolling interest, which has historically related to consolidated VIEs, on its consolidated balance sheets. Noncontrolling interest is reflected on two separate lines if the consolidated VIE has both common shareholders and preferred shareholders that are entitled to redemption rights in certain circumstances. The Company records net loss (income) attributable to noncontrolling interest on its consolidated statements of operations, reflecting the VIEs’ net loss (income) for the reporting period, adjusted for changes in the fair value of contingent milestone payments and royalties payable by the Company to the consolidated VIEs, which is evaluated each reporting period. |
Deconsolidation and Discounted Operations | Deconsolidation and Discontinued Operations Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling financial interest in its subsidiaries, including deemed subsidiaries such as consolidated VIEs. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities. The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on whether or not the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, or at any point during the one year period following such date, it will present the former subsidiary as a discontinued operation in current and comparative period financial statements. |
Derivative Instruments, Embedded Derivatives and Hedging Activities | Derivative Instruments, Embedded Derivatives and Hedging Activities The Company has entered into financial transactions involving free-standing derivative instruments and embedded derivatives in the past. Embedded derivatives are required to be bifurcated from the host instruments if the derivatives are not clearly and closely related to the host instruments. The Company determines the fair value of each derivative instrument or embedded derivative that is identified on the date of issuance and at the end of each quarterly period. The estimates of the fair value of the derivatives include significant assumptions regarding the estimates market participants would make in order to evaluate these derivatives. The Company recognizes the fair value of hedging instruments that are designated and qualify as hedging instruments pursuant to GAAP, primarily foreign currency forward contracts, as either assets or liabilities on the consolidated balance sheets. Changes in the fair value of hedging instruments are recorded each period in accumulated other comprehensive income (loss) as unrealized gains and losses until the forecasted underlying transaction occurs. Unrealized gains and losses on these foreign currency forward contracts are included in (i) “Prepaid expenses and other current assets” and (ii) “Other liabilities, current portion,” respectively, on the Company’s consolidated balance sheets. Realized gains and losses for the effective portion of such contracts are recognized in “Product revenues, net” in the consolidated statement of operations when the contract is settled with the counterparty. The Company classifies the cash flows from hedging instruments in the same category as the cash flows from the hedged items. Certain of the Company’s hedging instruments are subject to master netting arrangements to reduce the risk arising from such transactions with its counterparties. The Company presents unrealized gains and losses on its foreign currency forward contracts on a gross basis within its consolidated balance sheets. The Company assesses, both at inception and on an ongoing basis, whether the foreign currency forward contracts used in hedging transactions are highly effective in offsetting the changes in cash flows of the hedged items. The Company also assesses hedge ineffectiveness quarterly and, if determined to be ineffective, records the gain or loss related to the ineffective portion to earnings in “Other income (expense), net” in its consolidated statements of operations. |
Restructuring Expense | Restructuring Expenses The Company records costs and liabilities associated with exit and disposal activities based on estimates of fair value in the period the liabilities are incurred. In periods subsequent to the initial measurement, the Company measures changes to the liability using the credit-adjusted risk-free discount rate applied in the initial period. The Company evaluates and adjusts these liabilities as appropriate for changes in circumstances at least on a quarterly basis. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes foreign currency translation adjustments and unrealized gains and losses on foreign currency forward contracts and certain marketable securities. For purposes of comprehensive income (loss) disclosures, the Company does not record tax provisions or benefits related to the cumulative translation adjustment, as the Company intends to permanently reinvest undistributed earnings in its foreign subsidiaries. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company primarily operates with entities that have the U.S. dollar as their functional currency. Non-U.S. dollar functional currency subsidiaries have assets and liabilities translated into U.S. dollars at rates of exchange in effect at the end of the year. Revenue and expense amounts are translated using the average exchange rates for the period. Net unrealized gains and losses resulting from foreign currency translation are included in accumulated other comprehensive income (loss), which is a separate component of shareholders’ equity. |
Net Income (Loss) Per Share Attributable to Vertex Common Stockholders | Net Loss Per Share Attributable to Vertex Common Shareholders Basic and diluted net loss per share attributable to Vertex common shareholders are presented in conformity with the two-class method required for participating securities. Under the two-class method, earnings are allocated to (i) Vertex common shares, excluding unvested restricted stock, and (ii) participating securities, based on their respective weighted-average shares outstanding for the period. Shares of unvested restricted stock granted under the Company’s Amended and Restated 2006 Stock and Option Plan have the non-forfeitable right to receive dividends on an equal basis with other outstanding common stock. As a result, these unvested shares of restricted stock are considered participating securities under the two-class method. Potentially dilutive shares result from the assumed exercise of outstanding stock options (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the assumed conversion of convertible notes. 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 that has been issued but is 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 utilizes income (loss) from continuing operations attributable to Vertex to determine whether potentially outstanding stock options and the assumed conversion of convertible notes are dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance applicable to revenue recognition that will be effective for the year ending December 31, 2018. Early adoption is permitted for the year-ending December 31, 2017. The new guidance applies a more principle based approach to recognizing revenue. The new guidance must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach. The Company is in the process of evaluating the new guidance and determining the expected effect on its consolidated financial statements. In 2014, the FASB issued new guidance on management’s responsibility in evaluating whether or not there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued each reporting period. This new accounting guidance is effective for annual periods ending after December 15, 2016. Early adoption is permitted. The Company expects the new guidance will only effect the disclosures in its consolidated financial statements. In 2014, the FASB issued amended guidance applicable to the presentation of financial statements and property, plant, and equipment. The amendment provides guidance for the recognition and disclosure of discontinued operations. The amendment is effective for the current fiscal year. The adoption of amended guidance did not have an effect on the Company’s consolidated financial statements. In 2015, the FASB issued amended guidance applicable to the presentation of income taxes. The amended guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. This amendment represents a change in accounting principle and is effective for annual periods beginning after December 15, 2016 and interim period within those annual periods. Early adoption is permitted. The Company early adopted the amendment on a prospective basis and did not retrospectively adjust prior periods. As a result, all of the Company’s deferred taxes are presented as long-term in the consolidated financial statements as of December 31, 2015. |
Nature of Business and Accoun31
Nature of Business and Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of product revenues allowances and reserve categories | The following table summarizes activity in each of the product revenue allowance and reserve categories for the three years ended December 31, 2015 : Trade Rebates, Product Other Total (in thousands) 2015 Beginning Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 Provision related to current period sales 10,890 65,781 779 3,755 81,205 Adjustments related to prior period sales (214 ) (19,410 ) (993 ) (235 ) (20,852 ) Credits/payments made (10,050 ) (30,804 ) (3,271 ) (2,955 ) (47,080 ) Ending Balance $ 2,089 $ 44,669 $ 1,228 $ 1,310 $ 49,296 2014 Beginning Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 Provision related to current period sales 8,468 35,713 2,478 1,347 48,006 Adjustments related to prior period sales (43 ) 329 3,056 (72 ) 3,270 Credits/payments made (8,497 ) (75,184 ) (16,620 ) (2,085 ) (102,386 ) Ending Balance $ 1,463 $ 29,102 $ 4,713 $ 745 $ 36,023 2013 Beginning Balance $ 5,416 $ 63,560 $ 2,852 $ 3,565 $ 75,393 Provision related to current period sales 31,395 204,459 5,795 9,295 250,944 Adjustments related to prior period sales 343 4,474 15,149 (228 ) 19,738 Credits/payments made (35,619 ) (204,249 ) (7,997 ) (11,077 ) (258,942 ) Ending Balance $ 1,535 $ 68,244 $ 15,799 $ 1,555 $ 87,133 |
Collaborative Arrangements (Tab
Collaborative Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborator revenues | During the three years ended December 31, 2015 , the Company recognized the following revenues attributable to the Janssen HCV collaboration: 2015 2014 2013 (in thousands) Royalty revenues $ 1,518 $ 13,481 $ 130,724 Collaborative revenues: Up-front and amendment payments revenues $ — $ — $ 190,345 Net reimbursement for telaprevir development costs 1,946 7,104 2,793 Reimbursement for manufacturing services — — 10,299 Total collaborative revenues attributable to the Janssen HCV collaboration $ 1,946 $ 7,104 $ 203,437 Total revenues attributable to the Janssen HCV collaboration $ 3,464 $ 20,585 $ 334,161 |
Fair Value of Consideration Transferred | The consideration paid and the fair value of the contingent milestone and royalty payments payable by the Company pursuant to the Parion 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 fair values of the assets and liabilities recorded on the effective date of the Parion 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 | An aggregate summary of net loss attributable to noncontrolling interest related to the Company’s VIEs for the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Loss attributable to noncontrolling interest before provision for income taxes $ 6,646 $ 764 $ 283,747 Provision for (benefit from) income taxes 29,731 3,876 (166,145 ) (Increase) decrease in fair value of contingent milestone and royalty payments (4,530 ) (450 ) 124,920 Net loss attributable to noncontrolling interest $ 31,847 $ 4,190 $ 242,522 |
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 consolidated balance sheets as of the dates set forth in the table: December 31, 2015 December 31, 2014 (in thousands) Restricted cash and cash equivalents (VIE) $ 78,910 $ 8,418 Prepaid expenses and other current assets 3,138 268 Intangible assets 284,340 29,000 Goodwill 19,391 8,923 Other assets 455 42 Accounts payable 676 189 Taxes payable 24,554 3,594 Other current liabilities 7,100 297 Deferred tax liability, net 110,438 11,544 Other liabilities 300 300 Noncontrolling interest 153,661 21,177 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Potential gross common equivalent shares | The Company did not include the securities in the following table in the computation of the net loss from continuing operations per share attributable to Vertex common shareholders calculations because the effect would have been anti-dilutive during each period. 2015 2014 2013 (in thousands) Stock options 11,145 12,003 15,729 Unvested restricted stock and restricted stock units 3,024 3,091 2,165 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial assets subject to fair value measurements (excluding restricted cash and cash equivalents (VIE)) | The following table sets forth the Company’s financial assets (excluding VIE cash and cash equivalents) subject to fair value measurements: Fair Value Measurements as Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial instruments carried at fair value (asset position): Cash equivalents: Money market funds $ 199,507 $ 199,507 $ — $ — Government-sponsored enterprise securities 85,994 85,994 — — Commercial paper 34,889 — 34,889 — Corporate debt securities 11,533 — 11,533 — Marketable securities: Government-sponsored enterprise securities 87,162 87,162 — — Commercial paper 141,409 — 141,409 — Corporate debt securities 99,123 — 99,123 — Prepaid and other current assets: Foreign currency forward contracts 5,161 — 5,161 — Other assets: Foreign currency forward contracts 605 $ — 605 $ — Total financial assets $ 665,383 $ 372,663 $ 292,720 $ — Financial instruments carried at fair value (liability position): Other liabilities, current portion: Foreign currency forward contracts $ (769 ) $ — $ (769 ) $ — Other liabilities, excluding current portion: Foreign currency forward contracts (132 ) — (132 ) — Total financial liabilities $ (901 ) $ — $ (901 ) $ — Fair Value Measurements as Fair Value Hierarchy Total Level 1 Level 2 Level 3 (in thousands) Financial instruments carried at fair value (asset position): Cash equivalents: Money market funds $ 290,531 $ 290,531 $ — $ — Marketable securities: Government-sponsored enterprise securities 463,750 463,750 — — Commercial paper 51,746 — 51,746 — Corporate debt securities 246,351 — 246,351 — Prepaid and other current assets: Foreign currency forward contracts 2,011 — 2,011 — Total $ 1,054,389 $ 754,281 $ 300,108 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, 2015 Cash and cash equivalents: Cash and money market funds $ 582,352 $ — $ — $ 582,352 Government-sponsored enterprise securities 85,994 — — 85,994 Commercial paper 34,889 — — 34,889 Corporate debt securities 11,533 — — 11,533 Total cash and cash equivalents $ 714,768 $ — $ — $ 714,768 Marketable securities: Government-sponsored enterprise securities (due within 1 year) $ 87,176 $ — $ (14 ) $ 87,162 Commercial paper (due within 1 year) 98,877 246 — 99,123 Corporate debt securities (due within 1 year) 141,515 — (106 ) 141,409 Total marketable securities 327,568 246 (120 ) 327,694 Total cash, cash equivalents and marketable securities $ 1,042,336 $ 246 $ (120 ) $ 1,042,462 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 Comprehensi36
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Reclassifications out of Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income by component: Foreign currency translation adjustment Unrealized holding gains (losses) on marketable securities Unrealized (losses) gains on foreign currency forward contracts, net of tax Total (in thousands) Balance at December 31, 2012 $ (746 ) $ 196 $ — $ (550 ) Other comprehensive (loss) income before reclassifications 421 (154 ) (23 ) 244 Amounts reclassified from accumulated other comprehensive loss — — — — Net current period other comprehensive (loss) income 421 (154 ) (23 ) 244 Balance at December 31, 2013 $ (325 ) $ 42 $ (23 ) $ (306 ) Other comprehensive (loss) income before reclassifications (646 ) (165 ) 3,591 2,780 Amounts reclassified from accumulated other comprehensive loss — — (1,557 ) (1,557 ) Net current period other comprehensive (loss) income (646 ) (165 ) 2,034 1,223 Balance at December 31, 2014 $ (971 ) $ (123 ) $ 2,011 $ 917 Other comprehensive (loss) income before reclassifications (1,109 ) 249 6,493 5,633 Amounts reclassified from accumulated other comprehensive loss — — (4,726 ) (4,726 ) Net current period other comprehensive (loss) income (1,109 ) 249 1,767 907 Balance at December 31, 2015 $ (2,080 ) $ 126 $ 3,778 $ 1,824 |
Hedging (Tables)
Hedging (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 As of December 31, 2014 Foreign Currency (in thousands) Euro $ 103,362 $ 20,209 British pound sterling 78,756 13,515 Australian dollar 27,167 — Total foreign currency forward contracts $ 209,285 $ 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 consolidated balance sheets: As of December 31, 2015 Assets Liabilities Classification Fair Value Classification Fair Value (in thousands) Prepaid and other current assets $ 5,161 Other liabilities, current portion $ (769 ) Other assets 605 Other liabilities, excluding current portion (132 ) Total assets $ 5,766 Total liabilities $ (901 ) 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 consolidated balance sheets: As of December 31, 2015 Gross Amounts Recognized Gross Amounts Offset Gross Amount Presented Gross Amount Not Offset Legal Offset Foreign currency forward contracts (in thousands) Total assets $ 5,766 $ — $ 5,766 $ (901 ) $ 4,865 Total liabilities $ (901 ) $ — $ (901 ) $ 901 $ — 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) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories by Type | Inventories consisted of the following: As of December 31, 2015 2014 (in thousands) Raw materials $ 8,696 $ 8,506 Work-in-process 40,695 20,508 Finished goods 7,816 1,834 Total $ 57,207 $ 30,848 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | Property and equipment, net consisted of the following: As of December 31, 2015 2014 (in thousands) Buildings $ 531,627 $ 531,642 Furniture and equipment 218,623 202,846 Software 124,469 113,875 Leasehold improvements 106,768 99,942 Computers 52,295 45,893 Total property and equipment, gross 1,033,782 994,198 Less: accumulated depreciation (336,067 ) (278,386 ) Total property and equipment, net $ 697,715 $ 715,812 |
Additional Balance Sheet Deta40
Additional Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Prepaid and other current assets | Prepaid and other current assets consisted of the following: As of December 31, 2015 2014 (in thousands) Prepaid expenses $ 22,058 $ 17,569 Taxes receivable 11,651 14,093 Deferred tax asset — 3,500 Fair value foreign currency forward contracts 5,161 2,011 Other 12,065 7,002 Total $ 50,935 $ 44,175 |
Accrued expenses and other current liabilities | Accrued expenses consisted of the following: As of December 31, 2015 2014 (in thousands) Payroll and benefits $ 87,873 $ 91,175 Research, development and commercial contract costs 55,677 38,143 Product revenue allowances 47,209 34,554 Royalty payable 60,191 12,218 Taxes payable and reserves (including VIE taxes payable) 30,953 10,038 Professional fees 7,455 7,004 Interest 4,642 5,444 Other 11,820 11,100 Total $ 305,820 $ 209,676 Other liabilities, current portion consisted of the following: As of December 31, 2015 2014 (in thousands) Deferred rent $ 1,572 $ 4,015 Security deposits 4,000 — Other liabilities attributable to variable interest entities 7,100 297 Other 1,702 485 Total $ 14,374 $ 4,797 |
Common Stock, Preferred Stock41
Common Stock, Preferred Stock and Equity Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of stock and stock equity plans | The following table contains information about the Company’s equity plans: As of December 31, 2015 Title of Plan Group Eligible Type of Award Awards Additional Awards 2013 Stock and Option Plan Employees, Non-employee Directors and Consultants NSO, 5,851,040 14,124,989 2006 Stock and Option Plan Employees, Non-employee Directors and Consultants NSO, 8,274,211 — 1996 Stock and Option Plan Employees, Non-employee Directors, Advisors and Consultants NSO 43,664 — Total 14,168,915 14,124,989 |
Outstanding and vested options | The following table summarizes information related to the outstanding and exercisable options during the year ended December 31, 2015 : Stock Options Weighted-average Weighted-average Aggregate Intrinsic (in thousands) (per share) (in years) (in thousands) Outstanding at December 31, 2014 12,003 $ 56.81 Granted 3,531 $ 119.09 Exercised (3,289 ) $ 50.34 Forfeited (1,100 ) $ 81.77 Outstanding at December 31, 2015 11,145 $ 75.99 7.15 $ 567,531 Exercisable at December 31, 2015 5,541 $ 56.85 5.80 $ 385,214 Exercisable and Expected to Vest at December 31, 2015 10,461 $ 74.11 7.04 $ 551,593 |
Stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 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 2.10 $ 18.93 138 $ 18.93 $20.01–$40.00 2,247 3.70 $ 34.38 2,155 $ 34.24 $40.01–$60.00 2,310 6.61 $ 48.09 1,444 $ 49.03 $60.01–$80.00 1,434 8.09 $ 75.96 557 $ 75.15 $80.01–$100.00 1,785 7.99 $ 90.28 702 $ 87.55 $100.01–$120.00 1,727 9.05 $ 109.31 294 $ 109.23 $120.01–$134.69 1,504 9.53 $ 131.04 251 $ 128.90 Total 11,145 7.15 $ 75.99 5,541 $ 56.85 |
Restricted stock and restricted stock units activity | The following table summarizes the restricted stock and restricted stock units activity of the Company during the year ended December 31, 2015 : Restricted Stock Restricted Stock Units Number of Units Weighted-average Number of Shares Weighted-average (in thousands) (per share) (in thousands) (per share) Unvested at December 31, 2014 2,907 $ 78.18 185 $ 76.79 Granted 1,407 $ 116.63 97 $ 118.26 Vested (1,033 ) $ 68.39 (66 ) $ 70.24 Cancelled (450 ) $ 91.21 (23 ) $ 89.97 Unvested at December 31, 2015 2,831 $ 98.80 193 $ 98.36 |
Shares issued under Employee Stock Purchase Plan | In 2015 , the following shares were issued to employees under the ESPP: Year Ended December 31, 2015 (in thousands, Number of shares 233 Average price paid per share $ 84.50 |
Stock-based Compensation Expe42
Stock-based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense by line item | The effect of stock-based compensation expense during the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Stock-based compensation expense by line item: Research and development expenses $ 152,955 $ 116,998 $ 81,183 Sales, general and administrative expenses 78,070 60,544 45,652 Total stock-based compensation expense included in costs and expenses $ 231,025 $ 177,542 $ 126,835 |
Stock-based compensation expense by type of award | The stock-based compensation expense by type of award during the three years ended December 31, 2015 was as follows: 2015 2014 2013 (in thousands) Stock-based compensation expense by type of award: Stock options $ 129,276 $ 99,961 $ 84,599 Restricted stock and restricted stock units 98,811 70,678 36,479 ESPP share issuances 7,025 8,326 6,805 Less: stock-based compensation expense capitalized to inventories (4,087 ) (1,423 ) (1,048 ) Total stock-based compensation expense included in costs and expenses $ 231,025 $ 177,542 $ 126,835 |
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, as of December 31, 2015 , by type of award and the weighted-average period over which that expense is expected to be recognized: As of December 31, 2015 Unrecognized Expense Weighted-average (in thousands) (in years) Type of award: Stock options $ 170,971 2.17 Restricted stock and restricted stock units $ 168,742 2.59 ESPP share issuances $ 6,232 0.65 |
Schedule of assumptions used to estimate the grant date fair value of options | The fair value of each option granted during 2015 , 2014 and 2013 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2015 2014 2013 Expected stock price volatility 47.29 % 50.86 % 46.20 % Risk-free interest rate 1.61 % 1.77 % 1.25 % Expected term of options (in years) 5.28 5.47 5.81 Expected annual dividends — — — |
Schedule of assumptions used to estimate the grant date fair value employee stock purchase plan | The following table reflects the weighted-average assumptions used in the Black-Scholes option pricing model for 2015 , 2014 and 2013 : 2015 2014 2013 Expected stock price volatility 47.20 % 60.32 % 54.69 % Risk-free interest rate 0.40 % 0.09 % 0.08 % Expected term (in years) 0.72 0.75 0.74 Expected annual dividends — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before provision for (benefit from) income taxes | The components of loss from continuing operations before provision for (benefit from) income taxes during the three years ended December 31, 2015 consisted of the following: 2015 2014 2013 (in thousands) United States $ (272,326 ) $ (645,465 ) $ (10,638 ) Foreign (285,474 ) (89,410 ) (615,406 ) Loss from continuing operations before provision for (benefit from) income taxes $ (557,800 ) $ (734,875 ) $ (626,044 ) |
Schedule of components of provision for (benefit from) income taxes | The components of the provision for (benefit from) income taxes from continuing operations during the three years ended December 31, 2015 consisted of the following: 2015 2014 2013 (in thousands) Current taxes: United States $ 25,623 $ 2,853 $ — Foreign 831 2,457 1,085 State 3,629 1,366 4,080 Total current taxes $ 30,083 $ 6,676 $ 5,165 Deferred taxes: United States $ 497 $ 244 $ — Foreign (355 ) — (127,587 ) State 156 38 — Total deferred taxes $ 298 $ 282 $ (127,587 ) Provision for (benefit from) income taxes $ 30,381 $ 6,958 $ (122,422 ) |
Reconciliation of the provision for (benefit from) income taxes | The difference between the Company’s “expected” tax provision (benefit), as computed by applying the U.S. federal corporate tax rate of 35% to loss from continuing operations before provision for (benefit from) income taxes, and actual tax is reconciled as follows: 2015 2014 2013 (in thousands) Loss from continuing operations before provision for (benefit from) income taxes $ (557,800 ) $ (734,875 ) $ (626,044 ) Expected tax provision (benefit) (195,230 ) (257,206 ) (219,115 ) State taxes, net of federal benefit 3,800 1,124 3,844 Foreign rate differential 47,402 39,335 79,799 Tax credits (55,696 ) (33,788 ) (16,775 ) Unbenefitted operating losses (gains) 226,169 241,037 (29,900 ) Non-deductible expenses 5,817 18,756 9,614 Rate change (1,224 ) (1,826 ) 50,076 Other (657 ) (474 ) 35 Provision for (benefit from) income taxes $ 30,381 $ 6,958 $ (122,422 ) |
Schedule of deferred tax assets and liabilities | The components of the deferred taxes were as follows: As of December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss $ 1,250,642 $ 996,172 Tax credit carryforwards 315,535 265,339 Intangible assets 14,673 3,174 Deferred revenues 9,341 15,771 Stock-based compensation 93,404 61,527 Inventories 5,913 13,395 Accrued expenses 27,236 37,699 Currency translation adjustment 222 — Construction financing lease obligation 176,250 175,853 Gross deferred tax assets 1,893,216 1,568,930 Valuation allowance (1,716,349 ) (1,409,936 ) Total deferred tax assets 176,867 158,994 Deferred tax liabilities: Property and equipment (175,424 ) (158,994 ) Acquired intangibles (110,439 ) (11,544 ) Unrealized gain $ (1,088 ) $ — Net deferred tax liabilities $ (110,084 ) $ (11,544 ) |
Schedule of unrecognized tax benefits | Unrecognized tax benefits during the two years ended December 31, 2015 consisted of the following: 2015 2014 (in thousands) Unrecognized tax benefits beginning of year $ 880 $ 2,024 Decrease for prior period positions — (27 ) Decrease due to settlements and payments (455 ) (1,117 ) Unrecognized tax benefits end of year $ 425 $ 880 |
Restructuring Expense (Tables)
Restructuring Expense (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
2003 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other liabilities | The activity related to restructuring and other liability for 2003 was as follows: Restructuring Expense Cash Non-cash Liability as of (in thousands) Lease restructuring and other operating lease expense $ 84,726 $ (15,200 ) $ — $ 69,526 Employee severance, benefits and related costs 2,616 (2,616 ) — — Leasehold improvements and asset impairments 4,482 — (4,482 ) — Total $ 91,824 $ (17,816 ) $ (4,482 ) $ 69,526 |
Activity related to the restructuring liability | The activities related to 2003 restructuring liability for 2004 through 2015 were as follows: 2015 2014 2013 2004-2015 (in thousands) Liability, beginning of the period $ 11,596 $ 19,115 $ 23,328 $ 69,526 Cash payments (14,625 ) (17,494 ) (15,255 ) (211,071 ) Cash received from subleases 11,089 12,912 10,670 99,709 Credit for portion of facility Vertex decided to occupy in 2005 — — — (10,018 ) Restructuring expense (116 ) (2,937 ) 372 59,798 Liability, end of the period $ 7,944 $ 11,596 $ 19,115 $ 7,944 |
Fan Pier Move Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related liability | The activities related to the Fan Pier relocation restructuring liability for the three years ended December 31, 2015 were as follows: 2015 2014 2013 (in thousands) Liability, beginning of the period $ 33,390 $ 797 $ — Cash payments (30,022 ) (18,271 ) (401 ) Cash received from subleases 4,229 — — Restructuring expense (1,633 ) 50,864 1,198 Liability, end of the period $ 5,964 $ 33,390 $ 797 |
Other Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related liability | The activities related to the Company’s other restructuring liabilities for the three years ended December 31, 2015 were as follows: 2015 2014 2013 (in thousands) Liability, beginning of the period $ 869 $ 8,441 $ — Cash payments (3,374 ) (10,570 ) (22,916 ) Asset impairments and other non-cash expense — — (7,594 ) Restructuring expense 3,955 2,998 38,951 Liability, end of the period $ 1,450 $ 869 $ 8,441 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Matching contributions to the Vertex 401(k) Plan | In 2013 , the Company declared matching contributions paid in fully-vested interests in the Vertex common stock fund to the Vertex 401(k) Plan as follows: 2013 (in thousands) Discretionary matching contributions during the year ended December 31, 2013 $ 5,930 Shares issued during the year ended December 31, 2013 99 Shares issuable as of the year ended December 31, 2013 — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum commitments under Fan Pier Leases and facility operating leases with terms of more than one year, net of estimated sublease income | As of December 31, 2015 , future minimum commitments under the Fan Pier Leases, facility leases with terms of more than one year and contractual sublease income under the Company’s subleases for the Kendall Square Facility as adjusted for a sublease executed in February 2015 were as follows: Year Fan Pier Kendall Square Kendall Sublease Other Total Lease (Net of Sublease Income) (in thousands) 2016 $ 67,206 $ 19,984 $ (15,515 ) $ 13,922 $ 85,597 2017 67,206 19,984 (15,515 ) 15,472 87,147 2018 67,206 6,661 (5,172 ) 16,121 84,816 2019 72,589 — — 20,156 92,745 2020 72,589 — — 19,879 92,468 Thereafter 607,621 — — 219,483 827,104 Total minimum lease payments $ 954,417 $ 46,629 $ (36,202 ) $ 305,033 $ 1,269,877 |
Schedule of future minimum lease payments for capital leases | The following table sets forth the Company’s future minimum payments due under capital leases as of December 31, 2015 : Year (in thousands) 2016 $ 18,773 2017 19,248 2018 19,146 2019 6,719 2020 1,089 Thereafter 209 Total payments 65,184 Less: amount representing interest (6,716 ) Present value of payments $ 58,468 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Revenues by Product | Product revenues, net consisted of the following: 2015 2014 2013 (in thousands) KALYDECO $ 631,674 $ 463,750 $ 371,285 ORKAMBI 350,663 — — INCIVEK 17,987 24,071 466,360 Total product revenues, net $ 1,000,324 $ 487,821 $ 837,645 |
Revenues and Property and Equipment by Location | Property and equipment, net by location consisted of the following: As of December 31, 2015 2014 (in thousands) United States $ 661,421 $ 676,968 Outside of the United States United Kingdom 32,793 33,628 Other 3,501 5,216 Total property and equipment, net outside of the United States 36,294 38,844 Total property and equipment, net $ 697,715 $ 715,812 Total revenues from external customers and collaborators by geographic region consisted of the following. Product revenues are attributed to countries based on the location of the customer. Collaborative revenues are attributed to the operations of the Company in the United States. Royalty revenues are attributed to countries based on the location of the collaborator. 2015 2014 2013 (in thousands) United States $ 763,316 $ 361,074 $ 896,952 Outside of the United States Europe 219,596 197,611 279,557 Other 49,424 21,730 35,466 Total revenues outside of the United States 269,020 219,341 315,023 Total revenues $ 1,032,336 $ 580,415 $ 1,211,975 |
Significant Customers | Gross revenues and accounts receivable from each of the Company’s customers who individually accounted for 10% or more of total gross revenues and/or 10% or more of total gross accounts receivable consisted of the following: Percent of Total Gross Revenues Percent of Gross Accounts Receivable Year Ended December 31, As of December 31, 2015 2014 2013 2015 2014 Walgreen Co. 20 % 12 % <10 % 15 % 11 % CVS/Caremark 17 % <10 % <10 % 17 % <10 % Accredo/Curascript 15 % <10 % <10 % 16 % <10 % Bupa Home Healthcare Limited <10 % <10 % <10 % <10 % 20 % Janssen Inc. <10 % <10 % N/A <10 % 12 % Janssen NV <10 % <10 % 22 % <10 % <10 % AmerisourceBergen Drug Corporation <10 % <10 % 21 % <10 % <10 % McKesson Corporation <10 % <10 % 21 % <10 % <10 % |
Quarterly Financial Data (una48
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data | The following table sets forth the Company’s quarterly financial data for the two years ended December 31, 2015 and have been revised to reflect discontinued operations for quarterly periods prior to the three months ended September 30, 2014. Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenues: Product revenues, net $ 130,875 $ 160,388 $ 302,511 $ 406,550 Royalty revenues 6,792 5,077 5,759 6,331 Collaborative revenues 842 611 1,546 5,054 Total revenues 138,509 166,076 309,816 417,935 Costs and expenses: Cost of product revenues 9,381 15,409 30,269 62,092 Royalty expenses 2,926 1,451 1,691 1,293 Research and development expenses (1) 215,599 223,858 246,284 310,181 Sales, general and administrative expenses 85,860 94,394 99,772 96,549 Restructuring (income) expenses (3,272 ) 2,128 1,826 1,524 Total costs and expenses 310,494 337,240 379,842 471,639 Loss from operations (171,985 ) (171,164 ) (70,026 ) (53,704 ) Interest expense, net (21,307 ) (21,111 ) (21,134 ) (20,654 ) Other (expense) income, net (5,113 ) 1,414 (1,326 ) (1,690 ) Loss before provision for (benefit from) income taxes (198,405 ) (190,861 ) (92,486 ) (76,048 ) Provision for (benefit from) income taxes 299 30,131 1,330 (1,379 ) Net loss (198,704 ) (220,992 ) (93,816 ) (74,669 ) Loss (income) attributable to noncontrolling interest 98 32,144 (1,333 ) 938 Net loss attributable to Vertex $ (198,606 ) $ (188,848 ) $ (95,149 ) $ (73,731 ) Amounts per share attributable to Vertex common shareholders: Net loss: Basic and diluted $ (0.83 ) $ (0.78 ) $ (0.39 ) $ (0.30 ) Shares used in per share calculations: Basic and diluted 239,493 240,757 241,969 242,987 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenues: Product revenues, net $ 103,461 $ 122,319 $ 137,099 $ 124,942 Royalty revenues 10,733 13,015 8,386 8,785 Collaborative revenues (2) 4,257 3,087 33,502 10,829 Total revenues 118,451 138,421 178,987 144,556 Costs and expenses: Cost of product revenues 8,572 9,655 10,208 11,290 Royalty expenses 6,904 7,645 3,976 2,737 Research and development expenses 238,617 224,487 190,939 201,463 Sales, general and administrative expenses 74,212 77,446 75,224 78,527 Restructuring expenses (income) (3) 6188 (270) 40,843 4,164 Total costs and expenses 334,493 318,963 321,190 298,181 Loss from operations (216,042 ) (180,542 ) (142,203 ) (153,625 ) Interest expense, net (15,717 ) (15,585 ) (20,384 ) (21,177 ) Other income (expense), net (4) 451 37,731 (3,990 ) (3,792 ) Loss from continuing operations before provision for income taxes (231,308 ) (158,396 ) (166,577 ) (178,594 ) Provision for income taxes 803 693 3,419 2,043 Loss from continuing operations (232,111 ) (159,089 ) (169,996 ) (180,637 ) Loss from discontinued operations, net of tax benefit (346 ) (293 ) (64 ) (209 ) Net loss (232,457 ) (159,382 ) (170,060 ) (180,846 ) Loss attributable to noncontrolling interest — — — 4,190 Net loss attributable to Vertex $ (232,457 ) $ (159,382 ) $ (170,060 ) $ (176,656 ) Amounts attributable to Vertex: Loss from continuing operations attributable to Vertex $ (232,111 ) $ (159,089 ) $ (169,996 ) $ (176,447 ) Loss from discontinued operations (346 ) (293 ) (64 ) (209 ) Net loss attributable to Vertex $ (232,457 ) $ (159,382 ) $ (170,060 ) $ (176,656 ) Amounts per share attributable to Vertex common shareholders: Net loss from continuing operations: Basic and diluted $ (1.00 ) $ (0.68 ) $ (0.72 ) $ (0.74 ) Net loss from discontinued operations: Basic and diluted $ — $ — $ — $ — Net loss: Basic and diluted $ (1.00 ) $ (0.68 ) $ (0.72 ) $ (0.74 ) Shares used in per share calculations: Basic and diluted 232,887 233,808 236,137 238,272 1. During fourth quarter of 2015, the Company made a one-time $75.0 million upfront payment to CRISPR Therapeutics in connection with the collaboration, which was recorded as a research and development expense. See Note B, “Collaborative Arrangements,” for further information. 2. During the third quarter of 2014, the Company received a non-refundable up-front payment of $30.0 million from Janssen Inc., which was recorded as collaborative revenues. See Note B, “Collaborative Arrangements,” for further information. 3. During the third quarter of 2014, the Company recorded $40.8 million of restructuring expenses primarily related to the relocation of its corporate headquarters to Boston from Cambridge. See Note Q, “Restructuring Expenses,” for further information. 4. During the second quarter of 2014, the Company received a one-time cash payment of $36.7 million from its landlord pursuant to the Fan Pier Leases, which was recorded as other income. See Note O, “Other Arrangements,” for further information. |
Nature of Business and Accoun49
Nature of Business and Accounting Policies - Business (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Net loss | $ (74,669) | $ (93,816) | $ (220,992) | $ (198,704) | $ (180,846) | $ (170,060) | $ (159,382) | $ (232,457) | $ (588,181) | $ (742,745) | $ (687,550) |
Basic EPS (usd per share) | $ / shares | $ (2.31) | $ (3.14) | $ (1.98) | ||||||||
Cash, cash equivalents and marketable securities | $ 1,040,000 | $ 1,040,000 | |||||||||
Accumulated Deficit | |||||||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Net loss | $ (556,300) | $ (738,555) | $ (445,028) |
Nature of Business and Accoun50
Nature of Business and Accounting Policies - Revenue Recognition (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Activity related to product revenues allowances and reserve categories | |||
Beginning Balance | $ 36,023,000 | $ 87,133,000 | $ 75,393,000 |
Provision related to current period sales | 81,205,000 | 48,006,000 | 250,944,000 |
Adjustments related to prior period sales | (20,852,000) | 3,270,000 | 19,738,000 |
Credits/payments made | (47,080,000) | (102,386,000) | (258,942,000) |
Ending Balance | 49,296,000 | 36,023,000 | 87,133,000 |
INCIVEK | |||
Activity related to product revenues allowances and reserve categories | |||
Accrual for for government rebates (less than) | 1,000,000 | ||
Trade Allowances | |||
Activity related to product revenues allowances and reserve categories | |||
Beginning Balance | 1,463,000 | 1,535,000 | 5,416,000 |
Provision related to current period sales | 10,890,000 | 8,468,000 | 31,395,000 |
Adjustments related to prior period sales | (214,000) | (43,000) | 343,000 |
Credits/payments made | (10,050,000) | (8,497,000) | (35,619,000) |
Ending Balance | 2,089,000 | 1,463,000 | 1,535,000 |
Rebates, Chargebacks and Discounts | |||
Activity related to product revenues allowances and reserve categories | |||
Beginning Balance | 29,102,000 | 68,244,000 | 63,560,000 |
Provision related to current period sales | 65,781,000 | 35,713,000 | 204,459,000 |
Adjustments related to prior period sales | (19,410,000) | 329,000 | 4,474,000 |
Credits/payments made | (30,804,000) | (75,184,000) | (204,249,000) |
Ending Balance | 44,669,000 | 29,102,000 | 68,244,000 |
Product Returns | |||
Activity related to product revenues allowances and reserve categories | |||
Beginning Balance | 4,713,000 | 15,799,000 | 2,852,000 |
Provision related to current period sales | 779,000 | 2,478,000 | 5,795,000 |
Adjustments related to prior period sales | (993,000) | 3,056,000 | 15,149,000 |
Credits/payments made | (3,271,000) | (16,620,000) | (7,997,000) |
Ending Balance | 1,228,000 | 4,713,000 | 15,799,000 |
Other Incentives | |||
Activity related to product revenues allowances and reserve categories | |||
Beginning Balance | 745,000 | 1,555,000 | 3,565,000 |
Provision related to current period sales | 3,755,000 | 1,347,000 | 9,295,000 |
Adjustments related to prior period sales | (235,000) | (72,000) | (228,000) |
Credits/payments made | (2,955,000) | (2,085,000) | (11,077,000) |
Ending Balance | $ 1,310,000 | $ 745,000 | $ 1,555,000 |
Nature of Business and Accoun51
Nature of Business and Accounting Policies - Share-Based Compensation and Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Percentage of employees eligible for acceleration of equity awards (less than) (percent) | 5.00% | ||
Advertising Expenses | $ 24.5 | $ 16.2 | $ 19.6 |
Nature of Business and Accoun52
Nature of Business and Accounting Policies Nature of Business and Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 10 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
Computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 40 years |
Nature of Business and Accoun53
Nature of Business and Accounting Policies - Foreign Currency Gain (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Foreign Currency Translation | |||
Net unrealized losses related to foreign currency translation | $ (2.1) | $ (1) | $ (0.3) |
Net foreign currency transaction gain (loss) | $ (6.8) | $ (6.4) | $ 5.1 |
Collaborative Arrangements - Cy
Collaborative Arrangements - Cystic Fibrosis Foundation Therapeutics Incorporated (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Apr. 30, 2011 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaborative revenues | $ 5,054,000 | $ 1,546,000 | $ 611,000 | $ 842,000 | $ 10,829,000 | $ 33,502,000 | $ 3,087,000 | $ 4,257,000 | $ 8,053,000 | $ 51,675,000 | $ 217,738,000 | |||
Cystic Fibrosis Foundation Therapeutics Incorporated | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaborative funding | $ 75,000,000 | |||||||||||||
Number of years over which funding will be made (in years) | 5 years | |||||||||||||
Collaborative revenues | $ 0 | $ 6,500,000 | 14,300,000 | |||||||||||
Milestone payment made | $ 13,900,000 | $ 9,300,000 | $ 9,300,000 | |||||||||||
Scenario, Forecast | Cystic Fibrosis Foundation Therapeutics Incorporated | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Milestone payment made | $ 13,900,000 |
Collaborative Arrangements - CR
Collaborative Arrangements - CRISPR Therapeutics AG (Details) - CRISPR Therapeutics | Oct. 26, 2015USD ($)target |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Collaborative funding | $ 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 - Ja
Collaborative Arrangements - Janssen Pharmaceutica NV (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Royalty revenues | $ 6,331 | $ 5,759 | $ 5,077 | $ 6,792 | $ 8,785 | $ 8,386 | $ 13,015 | $ 10,733 | $ 23,959 | $ 40,919 | $ 156,592 |
Collaborative revenues: | |||||||||||
Total collaborative revenues attributable to the Janssen HCV collaboration | 5,054 | 1,546 | 611 | 842 | 10,829 | 33,502 | 3,087 | 4,257 | 8,053 | 51,675 | 217,738 |
Total revenues | $ 417,935 | $ 309,816 | $ 166,076 | $ 138,509 | $ 144,556 | $ 178,987 | $ 138,421 | $ 118,451 | 1,032,336 | 580,415 | 1,211,975 |
Janssen | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Royalty revenues | 1,518 | 13,481 | 130,724 | ||||||||
Collaborative revenues: | |||||||||||
Up-front and amendment payments revenues | 0 | 0 | 190,345 | ||||||||
Net reimbursement for telaprevir development costs | 1,946 | 7,104 | 2,793 | ||||||||
Reimbursement for manufacturing services | 0 | 0 | 10,299 | ||||||||
Total collaborative revenues attributable to the Janssen HCV collaboration | 1,946 | 7,104 | 203,437 | ||||||||
Total revenues | $ 3,464 | $ 20,585 | $ 334,161 |
Collaborative Arrangements - Pa
Collaborative Arrangements - Parion Sciences, Inc. (Details) - USD ($) | Jun. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | |||
Intangible assets | $ 284,340,000 | $ 29,000,000 | |
Goodwill | 50,384,000 | 39,915,000 | |
Deferred tax liability | $ (110,439,000) | $ (15,044,000) | |
Parion Sciences, Inc | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
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 | ||
Milestones discount rate, low end of the range | 4.10% | ||
Milestones discount rate, high end of the range | 5.90% | ||
Commercial milestones and royalties discount rate | 6.60% | ||
Consideration paid: | |||
Up-front payment | $ 80,000,000 | ||
Fair value of contingent milestone and royalty payments | 175,340,000 | ||
Total consideration paid | 255,340,000 | ||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | |||
Intangible assets | 255,340,000 | ||
Goodwill | 10,468,000 | ||
Deferred tax liability | (91,023,000) | ||
Net other assets (liabilities) | (10,468,000) | ||
Net assets attributable to noncontrolling interests | 164,317,000 | ||
Parion Sciences, Inc | Enac Inhibitors in Cf | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Collaborative arrangement development and regulatory potential milestone payments maximum | 490,000,000 | ||
Collaborative arrangement regulatory potential milestone payments maximum | 360,000,000 | ||
Parion Sciences, Inc | Enac Inhibitors in Non Cf | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Collaborative arrangement development and regulatory potential milestone payments maximum | 370,000,000 | ||
Parion Sciences, Inc | Additional Enac Inhibitors | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Collaborative arrangement development and regulatory potential milestone payments maximum | $ 230,000,000 |
Collaborative Arrangements - Bi
Collaborative Arrangements - BioAxone Biosciences, Inc. (Details) - BioAxone Biosciences, Inc - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2014 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Up-front payment | $ 10,000,000 | |
Maximum license fees and milestone payments | $ 90,000,000 | |
In-process research and development intangible assets | 29,000,000 | |
Deferred tax liability attributable to BioAxone | $ 11,300,000 | |
Purchase option, term of extension of expiration date | 1 year |
Collaborative Arrangements - Ag
Collaborative Arrangements - Aggregate VIE FInancial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 04, 2015 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | ||||||||||||
Loss attributable to noncontrolling interest before provision for income taxes | $ 31,847 | $ 4,190 | $ 0 | |||||||||
Provision for (benefit from) income taxes | $ (1,379) | $ 1,330 | $ 30,131 | $ 299 | $ 2,043 | $ 3,419 | $ 693 | $ 803 | 30,381 | 6,958 | (122,422) | |
Net loss attributable to noncontrolling interest | 938 | $ (1,333) | $ 32,144 | $ 98 | ||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | ||||||||||||
Restricted cash and cash equivalents (VIE) | 78,910 | 8,418 | 78,910 | 8,418 | ||||||||
Prepaid expenses and other current assets | 50,935 | 44,175 | 50,935 | 44,175 | ||||||||
Intangible assets | 284,340 | 29,000 | 284,340 | 29,000 | ||||||||
Goodwill | 50,384 | 39,915 | 50,384 | 39,915 | ||||||||
Other assets | 7,200 | 3,265 | 7,200 | 3,265 | ||||||||
Accounts payable | 74,942 | 71,194 | 74,942 | 71,194 | ||||||||
Other current liabilities | 305,820 | 209,676 | 305,820 | 209,676 | ||||||||
Deferred tax liability | 110,439 | 15,044 | 110,439 | 15,044 | ||||||||
Other liabilities | 31,778 | 21,707 | 31,778 | 21,707 | ||||||||
Noncontrolling interest | 153,661 | 21,177 | 153,661 | 21,177 | ||||||||
BioAxone Biosciences, Inc | ||||||||||||
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | ||||||||||||
(Increase) decrease in fair value of contingent milestone and royalty payments | (900) | (500) | ||||||||||
Contingent consideration liability | 28,000 | 27,100 | 28,000 | 27,100 | ||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | ||||||||||||
Deferred tax liability | 110,400 | 11,500 | 110,400 | 11,500 | ||||||||
Parion Sciences, Inc | ||||||||||||
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | ||||||||||||
(Increase) decrease in fair value of contingent milestone and royalty payments | (3,600) | |||||||||||
Contingent consideration liability | 179,000 | 179,000 | ||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | ||||||||||||
Intangible assets | $ 255,340 | |||||||||||
Goodwill | 10,468 | |||||||||||
Deferred tax liability | 91,023 | |||||||||||
Variable Interest Entity, Primary Beneficiary | ||||||||||||
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | ||||||||||||
Loss attributable to noncontrolling interest before provision for income taxes | 6,646 | 764 | 283,747 | |||||||||
Provision for (benefit from) income taxes | 29,731 | 3,876 | (166,145) | |||||||||
(Increase) decrease in fair value of contingent milestone and royalty payments | (4,530) | (450) | 124,920 | |||||||||
Net loss attributable to noncontrolling interest | 31,847 | 4,190 | $ 242,522 | |||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | ||||||||||||
Restricted cash and cash equivalents (VIE) | 78,910 | 8,418 | 78,910 | 8,418 | ||||||||
Prepaid expenses and other current assets | 3,138 | 268 | 3,138 | 268 | ||||||||
Intangible assets | 284,340 | 29,000 | 284,340 | 29,000 | ||||||||
Goodwill | 19,391 | 8,923 | 19,391 | 8,923 | ||||||||
Other assets | 455 | 42 | 455 | 42 | ||||||||
Accounts payable | 676 | 189 | 676 | 189 | ||||||||
Taxes payable | 24,554 | 3,594 | 24,554 | 3,594 | ||||||||
Other current liabilities | 7,100 | 297 | 7,100 | 297 | ||||||||
Deferred tax liability | 110,438 | 11,544 | 110,438 | 11,544 | ||||||||
Other liabilities | 300 | 300 | 300 | 300 | ||||||||
Noncontrolling interest | $ 153,661 | $ 21,177 | $ 153,661 | $ 21,177 | ||||||||
Variable Interest Entity, Primary Beneficiary | Parion Sciences, Inc | ||||||||||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net: | ||||||||||||
Intangible assets | $ 255,300 |
Collaborative Arrangements - 60
Collaborative Arrangements - Janssen Pharmaceuticals, Inc. (Details) - Janssen - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Up-front payment | $ 30 | $ 35 | |
Reimbursement for research and development activities | $ 22.8 | $ 9.1 | |
Time period of notice required to terminate | 6 months |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,145 | 12,003 | 15,729 |
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) | 3,024 | 3,091 | 2,165 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Level 1 | Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences, Inc | ||
Financial instruments carried at fair value (asset position): | ||
Cash and cash equivalents | $ 75,100 | |
Level 3 | ||
Financial instruments carried at fair value (asset position): | ||
Fair value of the term loan | 295,400 | |
Recurring basis | ||
Financial instruments carried at fair value (asset position): | ||
Total financial assets | 665,383 | $ 1,054,389 |
Total financial liabilities | (901) | |
Recurring basis | Money market funds | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 199,507 | 290,531 |
Recurring basis | Government-sponsored enterprise securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 85,994 | |
Marketable securities: | 87,162 | 463,750 |
Recurring basis | Commercial paper | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 34,889 | |
Marketable securities: | 141,409 | 51,746 |
Recurring basis | Corporate debt securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 11,533 | |
Marketable securities: | 99,123 | 246,351 |
Recurring basis | Prepaid and other current assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Prepaid and other current assets: | 5,161 | 2,011 |
Recurring basis | Other assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other assets: | 605 | |
Recurring basis | Other liabilities, current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, current portion: | (769) | |
Recurring basis | Other liabilities, excluding current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, excluding current portion: | (132) | |
Recurring basis | Level 1 | ||
Financial instruments carried at fair value (asset position): | ||
Total financial assets | 372,663 | 754,281 |
Total financial liabilities | 0 | |
Recurring basis | Level 1 | Money market funds | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 199,507 | 290,531 |
Recurring basis | Level 1 | Government-sponsored enterprise securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 85,994 | |
Marketable securities: | 87,162 | 463,750 |
Recurring basis | Level 1 | Commercial paper | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 1 | Corporate debt securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 1 | Prepaid and other current assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Prepaid and other current assets: | 0 | 0 |
Recurring basis | Level 1 | Other assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other assets: | 0 | |
Recurring basis | Level 1 | Other liabilities, current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, current portion: | 0 | |
Recurring basis | Level 1 | Other liabilities, excluding current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, excluding current portion: | 0 | |
Recurring basis | Level 2 | ||
Financial instruments carried at fair value (asset position): | ||
Total financial assets | 292,720 | 300,108 |
Total financial liabilities | (901) | |
Recurring basis | Level 2 | Money market funds | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | 0 |
Recurring basis | Level 2 | Government-sponsored enterprise securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 2 | Commercial paper | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 34,889 | |
Marketable securities: | 141,409 | 51,746 |
Recurring basis | Level 2 | Corporate debt securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 11,533 | |
Marketable securities: | 99,123 | 246,351 |
Recurring basis | Level 2 | Prepaid and other current assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Prepaid and other current assets: | 5,161 | 2,011 |
Recurring basis | Level 2 | Other assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other assets: | 605 | |
Recurring basis | Level 2 | Other liabilities, current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, current portion: | (769) | |
Recurring basis | Level 2 | Other liabilities, excluding current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, excluding current portion: | (132) | |
Recurring basis | Level 3 | ||
Financial instruments carried at fair value (asset position): | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 0 | |
Recurring basis | Level 3 | Money market funds | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | 0 |
Recurring basis | Level 3 | Government-sponsored enterprise securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 3 | Commercial paper | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 3 | Corporate debt securities | ||
Financial instruments carried at fair value (asset position): | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | 0 |
Recurring basis | Level 3 | Prepaid and other current assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Prepaid and other current assets: | 0 | $ 0 |
Recurring basis | Level 3 | Other assets | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other assets: | 0 | |
Recurring basis | Level 3 | Other liabilities, current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, current portion: | 0 | |
Recurring basis | Level 3 | Other liabilities, excluding current portion | Foreign currency forward contracts | ||
Financial instruments carried at fair value (asset position): | ||
Other liabilities, excluding current portion: | $ 0 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | $ 1,042,336 | $ 1,387,229 |
Gross Unrealized Gains | 246 | 88 |
Gross Unrealized Losses | (120) | (211) |
Fair Value | 1,042,462 | 1,387,106 |
Total cash and cash equivalents | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 714,768 | 625,259 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 714,768 | 625,259 |
Cash and money market funds | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 582,352 | 625,259 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 582,352 | 625,259 |
Government-sponsored enterprise securities | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 85,994 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 85,994 | |
Commercial paper | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 34,889 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 34,889 | |
Corporate debt securities | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 11,533 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 11,533 | |
Total marketable securities | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 327,568 | 761,970 |
Gross Unrealized Gains | 246 | 88 |
Gross Unrealized Losses | (120) | (211) |
Fair Value | 327,694 | 761,847 |
Government-sponsored enterprise securities (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 87,176 | 463,788 |
Gross Unrealized Gains | 0 | 14 |
Gross Unrealized Losses | (14) | (52) |
Fair Value | 87,162 | 463,750 |
Commercial paper (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 98,877 | 51,674 |
Gross Unrealized Gains | 246 | 72 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 99,123 | 51,746 |
Corporate debt securities (due within 1 year) | ||
Summary of cash, cash equivalents and marketable securities | ||
Amortized Cost | 141,515 | 196,065 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (106) | (66) |
Fair Value | $ 141,409 | 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 Comprehensi64
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 917 | $ (306) | $ (550) |
Other comprehensive (loss) income before reclassifications | 5,633 | 2,780 | 244 |
Amounts reclassified from accumulated other comprehensive loss | (4,726) | (1,557) | 0 |
Total changes in other comprehensive income (loss) | 907 | 1,223 | 244 |
Balance at end of period | 1,824 | 917 | (306) |
Foreign currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (971) | (325) | (746) |
Other comprehensive (loss) income before reclassifications | (1,109) | (646) | 421 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Total changes in other comprehensive income (loss) | (1,109) | (646) | 421 |
Balance at end of period | (2,080) | (971) | (325) |
Unrealized holding gains (losses) on marketable securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (123) | 42 | 196 |
Other comprehensive (loss) income before reclassifications | 249 | (165) | (154) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Total changes in other comprehensive income (loss) | 249 | (165) | (154) |
Balance at end of period | 126 | (123) | 42 |
Unrealized (losses) gains on foreign currency forward contracts, net of tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 2,011 | (23) | 0 |
Other comprehensive (loss) income before reclassifications | 6,493 | 3,591 | (23) |
Amounts reclassified from accumulated other comprehensive loss | (4,726) | (1,557) | 0 |
Total changes in other comprehensive income (loss) | 1,767 | 2,034 | (23) |
Balance at end of period | $ 3,778 | $ 2,011 | $ (23) |
Hedging - Notional Amount (Deta
Hedging - Notional Amount (Details) - Cash Flow Hedging - Foreign currency forward contracts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | $ 209,285 | $ 33,724 |
Designated as Hedging Instrument | Euro | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | 103,362 | 20,209 |
Designated as Hedging Instrument | British pound sterling | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | 78,756 | 13,515 |
Designated as Hedging Instrument | Australian dollar | ||
Derivative [Line Items] | ||
Notional amount of foreign currency forward contract | $ 27,167 | $ 0 |
Minimum | ||
Derivative [Line Items] | ||
Derivative term | 1 month | |
Maximum | ||
Derivative [Line Items] | ||
Derivative term | 18 months |
Hedging - Derivative Fair Value
Hedging - Derivative Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair value - assets | $ 2,011 | |
Total assets | $ 5,766 | 2,011 |
Fair value - liabilities | 0 | |
Total liabilities | (901) | |
Prepaid and other current assets | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair value - assets | 5,161 | 2,011 |
Other liabilities, current portion | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair value - liabilities | (769) | $ 0 |
Other assets | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair value - assets | 605 | |
Other liabilities, excluding current portion | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value [Abstract] | ||
Fair value - liabilities | $ (132) |
Hedging - Offsetting Derivative
Hedging - Offsetting Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Offsetting Derivative Assets [Abstract] | ||
Gross Amounts Recognized | $ 5,766 | $ 2,011 |
Gross Amounts Offset | 0 | 0 |
Gross Amount Presented | 5,766 | 2,011 |
Gross Amount Not Offset | (901) | 0 |
Legal Offset | 4,865 | $ 2,011 |
Offsetting Derivative Liabilities [Abstract] | ||
Gross Amounts Recognized | (901) | |
Gross Amounts Offset | 0 | |
Gross Amount Presented | (901) | |
Gross Amount Not Offset | 901 | |
Legal Offset | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 8,696 | $ 8,506 | |
Work-in-process | 40,695 | 20,508 | |
Finished goods | 7,816 | 1,834 | |
Total | 57,207 | 30,848 | |
Write-offs for excess and obsolete inventories | $ 0 | $ 0 | $ 10,358 |
Impact of write-offs for excess and obsolete inventories on net loss attributable to Vertex per share (in $ per share) | $ (0.05) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 1,033,782 | $ 994,198 | |
Less: accumulated depreciation | (336,067) | (278,386) | |
Total property and equipment, net | 697,715 | 715,812 | |
Capital leased assets, gross | 106,800 | 85,600 | |
Capital leases accumulated depreciation | 30,400 | 13,100 | |
Depreciation and amortization expense | 60,000 | 62,300 | $ 47,300 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 531,627 | 531,642 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 218,623 | 202,846 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 124,469 | 113,875 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 106,768 | 99,942 | |
Computers | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 52,295 | 45,893 | |
Internal Use Software | |||
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | (4,100) | (1,200) | |
Total property and equipment, net | $ 15,400 | $ 11,200 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 04, 2015 | Mar. 31, 2013 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 284,340,000 | $ 29,000,000 | ||||
Intangible asset impairment charges | 0 | 0 | $ 412,900,000 | |||
Goodwill | 50,384,000 | 39,915,000 | ||||
VX-222Asset | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Fair value of intangible asset | $ 0 | |||||
Intangible asset impairment charges | 412,900,000 | |||||
Increase in net loss related to impairment charge | $ 285,300,000 | |||||
Net increase to the Company's net loss per share related to the impairment charge (usd per share) | $ 1.27 | |||||
Research and Development Arrangement | VX-222Asset | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 412,900,000 | |||||
Change in deferred income taxes | $ 127,600,000 | |||||
BioAxone Biosciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
In-process research and development intangible assets | 29,000,000 | |||||
Parion Sciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 255,340,000 | |||||
Goodwill | 10,468,000 | |||||
Goodwill acquired during period | 10,500,000 | |||||
Goodwill expected to be tax deductible | 0 | |||||
Variable Interest Entity, Primary Beneficiary | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 284,340,000 | 29,000,000 | ||||
Goodwill | 19,391,000 | 8,923,000 | ||||
Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
In-process research and development intangible assets | $ 29,000,000 | |||||
Variable Interest Entity, Primary Beneficiary | Parion Sciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
In-process research and development intangible assets | $ 284,300,000 | |||||
Intangible assets | $ 255,300,000 | |||||
Indefinite-lived Intangible Assets | Variable Interest Entity, Primary Beneficiary | BioAxone Biosciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Discount rate used to estimate fair value (percent) | 7.50% | |||||
Indefinite-lived Intangible Assets | Variable Interest Entity, Primary Beneficiary | Parion Sciences, Inc | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Discount rate used to estimate fair value (percent) | 7.10% |
Additional Balance Sheet Deta71
Additional Balance Sheet Detail (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities, Current | ||
Deferred rent | $ 1,572 | $ 4,015 |
Security deposits | 4,000 | 0 |
Fair value foreign currency forward contracts | 5,161 | 2,011 |
Other liabilities, current portion | 14,374 | 4,797 |
Other | 1,702 | 485 |
Prepaid Expense and Other Assets, Current | ||
Prepaid expenses | 22,058 | 17,569 |
Taxes receivable | 11,651 | 14,093 |
Deferred tax asset | 0 | 3,500 |
Other | 12,065 | 7,002 |
Total | 50,935 | 44,175 |
Accrued expenses | ||
Payroll and benefits | 87,873 | 91,175 |
Research, development and commercial contract costs | 55,677 | 38,143 |
Product revenue allowances | 47,209 | 34,554 |
Royalty payable | 60,191 | 12,218 |
Taxes payable and reserves (including VIE taxes payable) | 30,953 | 10,038 |
Professional fees | 7,455 | 7,004 |
Interest | 4,642 | 5,444 |
Other | 11,820 | 11,100 |
Total | 305,820 | 209,676 |
Variable Interest Entity, Primary Beneficiary | ||
Other Liabilities, Current | ||
Other liabilities, current portion | 7,100 | 297 |
Prepaid Expense and Other Assets, Current | ||
Total | 3,138 | 268 |
Accrued expenses | ||
Total | $ 7,100 | $ 297 |
Long Term Obligations (Fan Pier
Long Term Obligations (Fan Pier Leases) (Details) $ in Thousands, ft² in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2011ft²leasebuilding | |
Depreciation expense | $ 60,000 | $ 62,300 | $ 47,300 | |
Rental expense | 18,100 | 38,900 | 57,700 | |
Property and equipment, net | 697,715 | 715,812 | ||
Construction financing lease obligation, current and noncurrent | 473,000 | 473,400 | ||
Fan Pier Leases | ||||
Number of leases | lease | 2 | |||
Area of real estate property (in square feet) | ft² | 1.1 | |||
Lease agreements number of buildings | building | 2 | |||
Optional term of lease agreement (in years) | 10 years | |||
Buildings | Fan Pier Leases | ||||
Interest expense | 60,200 | 60,200 | 12,400 | |
Depreciation expense | 13,300 | 13,400 | 2,600 | |
Rental expense | 6,500 | 6,500 | $ 6,500 | |
Construction-in-process | ||||
Property and equipment, net | $ 502,300 | $ 515,000 |
Long Term Obligations (San Dieg
Long Term Obligations (San Diego Lease) (Details) - San Diego Lease ft² in Thousands, $ in Millions | Dec. 02, 2015USD ($)ft² | Dec. 31, 2011 |
Area of real estate property (in square feet) | ft² | 170 | |
Length of lease | 16 years | |
Average yearly aggregate rent | $ | $ 10.2 | |
Amount of optional renewal terms | 2 | |
Optional renewal term length | 5 years |
Long Term Obligations (Term Loa
Long Term Obligations (Term Loan) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 09, 2014 | |
Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Face amount of term loan | $ 300,000,000 | |||
Interest rate (percent) | 7.20% | |||
Contingent interest rate (percent) | 6.20% | |||
Amount of principal repayment on quarterly installment payments from October 2016 | $ 75,000,000 | |||
Period over which present value of interest payments is determined | 2 years | |||
Unamortized discount on term loan | $ 4,600,000 | $ 5,200,000 | $ 5,300,000 | |
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% |
Long Term Obligations (Converti
Long Term Obligations (Convertible Senior Subordinated Notes) (Details) - USD ($) | Jun. 17, 2013 | Sep. 30, 2010 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible Senior Subordinated Notes | ||||||
Rental expense | $ 18,100,000 | $ 38,900,000 | $ 57,700,000 | |||
Convertible Senior Subordinated Notes 3.35 Percent Due 2015 | ||||||
Convertible Senior Subordinated Notes | ||||||
Convertible senior subordinated notes | $ 400,000,000 | |||||
Interest rate (percent) | 3.35% | |||||
Net proceeds from convertible debt offering | $ 391,600,000 | |||||
Underwriting discount | $ 8,400,000 | |||||
Conversion price (usd per share) | $ 48.83 | |||||
Conversion ratio, shares of common stock per principal amount | 0.0204794 | |||||
Percent closing price needs to exceed the conversion price for at least 20 trading days within 30 consecutive trading days for provisional redemption (as a percent) | 130.00% | |||||
Minimum number of days within 30 consecutive trading days the closing price needs to exceed the conversion price for provisional redemption (in days) | 20 days | |||||
Total consecutive trading days during which the closing price must exceed the conversion price for at least 20 trading days for provisional redemption (in days) | 30 days | |||||
Redemption price (percent) | 100.00% | |||||
Amount of converted instrument | $ 399,800,000 | |||||
Convertible senior subordinated notes (due 2015) conversion (shares) | 8,188,448 | |||||
Value of redeemed or called stock during period | $ 200,000 | |||||
Redemption premium | $ 0.01675 | |||||
Converted instrument, shares issued | 87,109 | |||||
Interest expense | $ 6,700,000 | |||||
Offset to additional paid-in capital | $ 4,200,000 |
Common Stock, Preferred Stock76
Common Stock, Preferred Stock and Equity Plans (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)vote$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Common stock, shares authorized (shares) | 500,000,000 | 300,000,000 | |
Common stock, votes per share (votes per share) | vote | 1 | ||
Preferred stock, shares authorized (shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (shares) | 0 | 0 | |
Preferred stock, shares outstanding (shares) | 0 | 0 | |
Awards Outstanding (shares) | 14,168,915 | ||
Additional awards authorized for grant (shares) | 14,124,989 | ||
Grant price of outstanding restricted stock and restricted stock units (usd per share) | $ / shares | $ 0.01 | $ 0.01 | |
Stock Options | |||
Stock options outstanding at beginning of period (in shares) | 12,003,000 | ||
Stock options granted (in shares) | 3,531,000 | ||
Stock options exercised (in shares) | (3,289,000) | ||
Stock options forfeited (in shares) | (1,100,000) | ||
Stock options outstanding at end of period (in shares) | 11,145,000 | 12,003,000 | |
Stock options exercisable at end of period (in shares) | 5,541,000 | ||
Total exercisable or expected to vest, stock options (in shares) | 10,461,000 | ||
Weighted-average Exercise Price | |||
Weighted-average exercise price outstanding at beginning of period (usd per share) | $ / shares | $ 56.81 | ||
Weighted average exercise price, granted (usd per share) | $ / shares | 119.09 | ||
Weighted average exercise price, exercised (usd per share) | $ / shares | 50.34 | ||
Weighted average exercise price, forfeited (usd per share) | $ / shares | 81.77 | ||
Weighted-average exercise price outstanding at end of period (usd per share) | $ / shares | 75.99 | $ 56.81 | |
Weighted average exercise price exercisable at the end of the period (usd per share) | $ / shares | 56.85 | ||
Total exercisable or expected to vest, weighted average exercise price (usd per share) | $ / shares | $ 74.11 | ||
Weighted-average Remaining Contractual Life | |||
Weighted-average Remaining Contractual Life, outstanding (in years) | 7 years 1 month 24 days | ||
Weighted-average Remaining Contractual Life, exercisable (in years) | 5 years 9 months 18 days | ||
Weighted-average Remaining Contractual Life, total exercisable or expected to vest (in years) | 7 years 15 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, outstanding | $ | $ 567,531 | ||
Aggregate intrinsic value, exercisable | $ | 385,214 | ||
Aggregate intrinsic value, total exercisable or expected to vest | $ | $ 551,593 | ||
Total Intrinsic Value and Cash Received | |||
Market price (usd per share) | $ / shares | $ 126.26 | ||
Total intrinsic value of stock options exercised | $ | $ 252,900 | $ 316,500 | $ 291,600 |
Total cash received from employees as a result of employee stock option exercises | $ | $ 165,600 | $ 255,500 | $ 246,800 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Grant price of outstanding restricted stock and restricted stock units (usd per share) | $ / shares | $ 0.01 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Expiration period (years) | 10 years | ||
2013 Stock and Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Awards Outstanding (shares) | 5,851,040 | ||
Additional awards authorized for grant (shares) | 14,124,989 | ||
Additional shares authorized (shares) | 7,800,000 | 9,500,000 | |
Number of shares authorized (shares) | 3,300,000 | ||
2006 Stock and Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Awards Outstanding (shares) | 8,274,211 | ||
Additional awards authorized for grant (shares) | 0 | ||
1996 Stock and Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Awards Outstanding (shares) | 43,664 | ||
Additional awards authorized for grant (shares) | 0 |
Common Stock, Preferred Stock77
Common Stock, Preferred Stock and Equity Plans (Details 2) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015purchase_period$ / sharesshares | Dec. 31, 2015period$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | |
Stock options outstanding and exercisable | |||||||||
Exercise price range, options outstanding (in shares) | shares | 11,145,000 | 11,145,000 | 11,145,000 | 11,145,000 | 11,145,000 | 11,145,000 | 11,145,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 7 years 1 month 24 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 75.99 | $ 75.99 | $ 75.99 | $ 75.99 | $ 75.99 | $ 75.99 | $ 75.99 | ||
Exercise price range, options exercisable (in shares) | shares | 5,541,000 | 5,541,000 | 5,541,000 | 5,541,000 | 5,541,000 | 5,541,000 | 5,541,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 56.85 | $ 56.85 | $ 56.85 | $ 56.85 | $ 56.85 | $ 56.85 | $ 56.85 | ||
$18.93–$20.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 2 years 1 month 6 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | ||
Exercise price range, options exercisable (in shares) | shares | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | 138,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 | ||
$20.01–$40.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 2,247,000 | 2,247,000 | 2,247,000 | 2,247,000 | 2,247,000 | 2,247,000 | 2,247,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 3 years 8 months 12 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 34.38 | $ 34.38 | $ 34.38 | $ 34.38 | $ 34.38 | $ 34.38 | $ 34.38 | ||
Exercise price range, options exercisable (in shares) | shares | 2,155,000 | 2,155,000 | 2,155,000 | 2,155,000 | 2,155,000 | 2,155,000 | 2,155,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 34.24 | $ 34.24 | $ 34.24 | $ 34.24 | $ 34.24 | $ 34.24 | $ 34.24 | ||
$40.01–$60.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 2,310,000 | 2,310,000 | 2,310,000 | 2,310,000 | 2,310,000 | 2,310,000 | 2,310,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 6 years 7 months 10 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 48.09 | $ 48.09 | $ 48.09 | $ 48.09 | $ 48.09 | $ 48.09 | $ 48.09 | ||
Exercise price range, options exercisable (in shares) | shares | 1,444,000 | 1,444,000 | 1,444,000 | 1,444,000 | 1,444,000 | 1,444,000 | 1,444,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 49.03 | $ 49.03 | $ 49.03 | $ 49.03 | $ 49.03 | $ 49.03 | $ 49.03 | ||
$60.01–$80.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 1,434,000 | 1,434,000 | 1,434,000 | 1,434,000 | 1,434,000 | 1,434,000 | 1,434,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 8 years 1 month 2 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 75.96 | $ 75.96 | $ 75.96 | $ 75.96 | $ 75.96 | $ 75.96 | $ 75.96 | ||
Exercise price range, options exercisable (in shares) | shares | 557,000 | 557,000 | 557,000 | 557,000 | 557,000 | 557,000 | 557,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 75.15 | $ 75.15 | $ 75.15 | $ 75.15 | $ 75.15 | $ 75.15 | $ 75.15 | ||
$80.01–$100.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 1,785,000 | 1,785,000 | 1,785,000 | 1,785,000 | 1,785,000 | 1,785,000 | 1,785,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 7 years 11 months 27 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 90.28 | $ 90.28 | $ 90.28 | $ 90.28 | $ 90.28 | $ 90.28 | $ 90.28 | ||
Exercise price range, options exercisable (in shares) | shares | 702,000 | 702,000 | 702,000 | 702,000 | 702,000 | 702,000 | 702,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 87.55 | $ 87.55 | $ 87.55 | $ 87.55 | $ 87.55 | $ 87.55 | $ 87.55 | ||
$100.01–$120.00 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 1,727,000 | 1,727,000 | 1,727,000 | 1,727,000 | 1,727,000 | 1,727,000 | 1,727,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 9 years 18 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 109.31 | $ 109.31 | $ 109.31 | $ 109.31 | $ 109.31 | $ 109.31 | $ 109.31 | ||
Exercise price range, options exercisable (in shares) | shares | 294,000 | 294,000 | 294,000 | 294,000 | 294,000 | 294,000 | 294,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 109.23 | $ 109.23 | $ 109.23 | $ 109.23 | $ 109.23 | $ 109.23 | $ 109.23 | ||
$120.01–$134.69 | |||||||||
Stock options outstanding and exercisable | |||||||||
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 | 1,504,000 | 1,504,000 | 1,504,000 | 1,504,000 | 1,504,000 | 1,504,000 | 1,504,000 | ||
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | 9 years 6 months 11 days | ||||||||
Exercise price range, options outstanding, weighted-average exercise price (usd per share) | $ 131.04 | $ 131.04 | $ 131.04 | $ 131.04 | $ 131.04 | $ 131.04 | $ 131.04 | ||
Exercise price range, options exercisable (in shares) | shares | 251,000 | 251,000 | 251,000 | 251,000 | 251,000 | 251,000 | 251,000 | ||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, restricted stock units vested and expected to vest (usd per share) | $ 128.90 | $ 128.90 | $ 128.90 | $ 128.90 | $ 128.90 | $ 128.90 | $ 128.90 | ||
Employee Stock Purchase Plan | |||||||||
Employee Stock Purchase Plan | |||||||||
Offering period (in months) | 12 months | ||||||||
Number of purchase periods | 2 | 2 | |||||||
Duration of purchase period | 6 months | ||||||||
Eligible employee purchase price percentage of fair value | 85.00% | ||||||||
Number of shares authorized (shares) | shares | 1,163,614 | 1,163,614 | 1,163,614 | 1,163,614 | 1,163,614 | 1,163,614 | 1,163,614 | ||
Number of shares (shares) | shares | 233,000 | ||||||||
Average price paid per share (usd per share) | $ 84.50 | $ 84.50 | $ 84.50 | $ 84.50 | $ 84.50 | $ 84.50 | $ 84.50 | ||
Restricted Stock | |||||||||
Restricted stock and Restricted Stock Units | |||||||||
Beginning of the period (in shares) | shares | 2,907,000 | ||||||||
Granted (in shares) | shares | 1,407,000 | ||||||||
Vested (in shares) | shares | (1,033,000) | ||||||||
Cancelled (in shares) | shares | (450,000) | ||||||||
End of the period (in shares) | shares | 2,831,000 | 2,907,000 | |||||||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, as of the beginning of the period (usd per share) | 78.18 | ||||||||
Weighted-average grant-date fair value, granted (usd per share) | 116.63 | ||||||||
Weighted-average grant-date fair value, vested (usd per share) | 68.39 | ||||||||
Weighted-average grant-date fair value, cancelled (usd per share) | 91.21 | ||||||||
Weighted-average grant-date fair value, as of the end of the period (usd per share) | 98.80 | $ 78.18 | |||||||
Restricted stock vested in period, total fair value | $ | $ 124 | $ 54.5 | $ 50.9 | ||||||
Restricted Stock Units | |||||||||
Restricted stock and Restricted Stock Units | |||||||||
Beginning of the period (in shares) | shares | 185,000 | ||||||||
Granted (in shares) | shares | 97,000 | ||||||||
Vested (in shares) | shares | (66,000) | ||||||||
Cancelled (in shares) | shares | (23,000) | ||||||||
End of the period (in shares) | shares | 193,000 | 185,000 | |||||||
Restricted stock and Restricted Stock Units, weighted-average grant-date fair value | |||||||||
Weighted-average grant-date fair value, as of the beginning of the period (usd per share) | 76.79 | ||||||||
Weighted-average grant-date fair value, granted (usd per share) | 118.26 | ||||||||
Weighted-average grant-date fair value, vested (usd per share) | 70.24 | ||||||||
Weighted-average grant-date fair value, cancelled (usd per share) | 89.97 | ||||||||
Weighted-average grant-date fair value, as of the end of the period (usd per share) | $ 98.36 | $ 76.79 | |||||||
Restricted stock vested in period, total fair value | $ | $ 8 | $ 2.9 | $ 1.7 |
Stock-based Compensation Expe78
Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation expense: | |||
Stock-based compensation expense | $ 231,025,000 | $ 177,542,000 | $ 126,835,000 |
Less: stock-based compensation expense capitalized to inventories | (4,087,000) | (1,423,000) | (1,048,000) |
Allocated stock-based compensation expense | 231,025,000 | $ 177,542,000 | $ 126,835,000 |
Stock Options | |||
Weighted-average assumptions for options and ESPP subscriptions granted | |||
Expected annual dividends | $ 0 | ||
Employee Stock Purchase Plan | |||
Weighted-average assumptions for options and ESPP subscriptions granted | |||
Weighted average fair value (usd per share) | $ 37.84 | $ 29.59 | $ 21.08 |
Expected stock price volatility (percent) | 47.20% | 60.32% | 54.69% |
Risk-free interest rate (percent) | 0.40% | 0.09% | 0.08% |
Expected term of options (in years) | 8 months 20 days | 9 months | 8 months 26 days |
Expected annual dividends | $ 0 | $ 0 | $ 0 |
Stock options | |||
Stock-based compensation expense: | |||
Stock-based compensation expense | 129,276,000 | $ 99,961,000 | $ 84,599,000 |
Type of award: | |||
Unrecognized Expense Net of Estimated Forfeitures | $ 170,971,000 | ||
Weighted-average Recognition Period (in years) | 2 years 2 months 1 day | ||
Weighted-average grant-date fair value, granted (in dollars per share) | $ 52.16 | $ 39.95 | $ 25.79 |
Weighted-average assumptions for options and ESPP subscriptions granted | |||
Expected stock price volatility (percent) | 47.29% | 50.86% | 46.20% |
Risk-free interest rate (percent) | 1.61% | 1.77% | 1.25% |
Expected term of options (in years) | 5 years 3 months 11 days | 5 years 5 months 19 days | 5 years 9 months 22 days |
Expected annual dividends | $ 0 | $ 0 | $ 0 |
Restricted stock and restricted stock units | |||
Stock-based compensation expense: | |||
Stock-based compensation expense | 98,811,000 | 70,678,000 | 36,479,000 |
Type of award: | |||
Unrecognized Expense Net of Estimated Forfeitures | $ 168,742,000 | ||
Weighted-average Recognition Period (in years) | 2 years 7 months 2 days | ||
ESPP share issuances | |||
Stock-based compensation expense: | |||
Stock-based compensation expense | $ 7,025,000 | 8,326,000 | 6,805,000 |
Type of award: | |||
Unrecognized Expense Net of Estimated Forfeitures | $ 6,232,000 | ||
Weighted-average Recognition Period (in years) | 7 months 24 days | ||
Research and development expenses | |||
Stock-based compensation expense: | |||
Stock-based compensation expense | $ 152,955,000 | 116,998,000 | 81,183,000 |
Sales, general and administrative expenses | |||
Stock-based compensation expense: | |||
Stock-based compensation expense | $ 78,070,000 | $ 60,544,000 | $ 45,652,000 |
Other Arrangements (Details)
Other Arrangements (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Dec. 31, 2008 | Dec. 31, 2015 | |
Sale of HIV Protease Inhibitor Royalty Stream | |||
Gross proceeds from sale of royalty rights receivable from GlaxoSmithKline | $ 160 | ||
Royalty purchase agreement deferred revenue | $ 26 | ||
Other nonoperating Income | $ 36.7 |
Income Taxes- Components of Inc
Income Taxes- Components of Income and Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of income (loss) before provision for (benefit from) income taxes | |||||||||||
United States | $ (272,326) | $ (645,465) | $ (10,638) | ||||||||
Foreign | (285,474) | (89,410) | (615,406) | ||||||||
Loss from continuing operations before provision for (benefit from) income taxes | $ (76,048) | $ (92,486) | $ (190,861) | $ (198,405) | $ (178,594) | $ (166,577) | $ (158,396) | $ (231,308) | (557,800) | (734,875) | (626,044) |
Current taxes: | |||||||||||
United States | 25,623 | 2,853 | 0 | ||||||||
Foreign | 831 | 2,457 | 1,085 | ||||||||
State | 3,629 | 1,366 | 4,080 | ||||||||
Total current taxes | 30,083 | 6,676 | 5,165 | ||||||||
Deferred taxes: | |||||||||||
United States | 497 | 244 | 0 | ||||||||
Foreign | (355) | 0 | (127,587) | ||||||||
State | 156 | 38 | 0 | ||||||||
Total deferred taxes | 298 | 282 | (127,587) | ||||||||
Provision for (benefit from) income taxes | $ (1,379) | $ 1,330 | $ 30,131 | $ 299 | $ 2,043 | $ 3,419 | $ 693 | $ 803 | $ 30,381 | $ 6,958 | $ (122,422) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tax Carryforwards | |||
Unrealized gain | $ 1,088,000 | $ 0 | |
Federal statutory income tax rate (percent) | 35.00% | 35.00% | 35.00% |
Deferred tax liabilities recognized in other liabilities, excluding current portion | $ 110,439,000 | $ 15,044,000 | |
Unrecognized tax benefits | 425,000 | 880,000 | $ 2,024,000 |
Income tax penalties and interest accrued | 0 | ||
Increase in valuation allowance | (306,400,000) | ||
Estimated reduction in unrecognized tax benefits in next fiscal year | 400,000 | ||
BioAxone Biosciences, Inc | |||
Tax Carryforwards | |||
Deferred tax liabilities recognized in other liabilities, excluding current portion | 110,400,000 | $ 11,500,000 | |
State and Local Jurisdiction | |||
Tax Carryforwards | |||
Operating loss carryforwards | 1,000,000,000 | ||
Tax credit carryforwards | 97,300,000 | ||
Unrecognized tax benefits | 195,100,000 | ||
Internal Revenue Service (IRS) | |||
Tax Carryforwards | |||
Operating loss carryforwards | 4,200,000,000 | ||
Tax credit carryforwards | 217,500,000 | ||
Operating loss carryforwards that will increase APIC when used to reduce income taxes payable | $ 1,100,000,000 |
Income Taxes Income Taxes - Eff
Income Taxes Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Income Tax Expense: | |||||||||||
Loss from continuing operations before provision for (benefit from) income taxes | $ (76,048) | $ (92,486) | $ (190,861) | $ (198,405) | $ (178,594) | $ (166,577) | $ (158,396) | $ (231,308) | $ (557,800) | $ (734,875) | $ (626,044) |
Expected tax provision (benefit) | (195,230) | (257,206) | (219,115) | ||||||||
State taxes, net of federal benefit | 3,800 | 1,124 | 3,844 | ||||||||
Foreign rate differential | 47,402 | 39,335 | 79,799 | ||||||||
Tax credits | (55,696) | (33,788) | (16,775) | ||||||||
Unbenefitted operating losses (gains) | 226,169 | 241,037 | (29,900) | ||||||||
Non-deductible expenses | 5,817 | 18,756 | 9,614 | ||||||||
Rate change | (1,224) | (1,826) | 50,076 | ||||||||
Other | (657) | (474) | 35 | ||||||||
Provision for (benefit from) income taxes | $ (1,379) | $ 1,330 | $ 30,131 | $ 299 | $ 2,043 | $ 3,419 | $ 693 | $ 803 | $ 30,381 | $ 6,958 | $ (122,422) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss | $ 1,250,642 | $ 996,172 |
Tax credit carryforwards | 315,535 | 265,339 |
Intangible assets | 14,673 | 3,174 |
Deferred revenues | 9,341 | 15,771 |
Stock-based compensation | 93,404 | 61,527 |
Inventories | 5,913 | 13,395 |
Accrued expenses | 27,236 | 37,699 |
Currency translation adjustment | 222 | 0 |
Construction financing lease obligation | 176,250 | 175,853 |
Gross deferred tax assets | 1,893,216 | 1,568,930 |
Valuation allowance | (1,716,349) | (1,409,936) |
Total deferred tax assets | 176,867 | 158,994 |
Deferred tax liabilities: | ||
Property and equipment | (175,424) | (158,994) |
Acquired intangibles | (110,439) | (11,544) |
Unrealized gain | (1,088) | 0 |
Net deferred tax liabilities | $ (110,084) | $ (11,544) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of unrecognized tax benefits | ||
Unrecognized Tax Benefits | $ 880 | $ 2,024 |
Decrease for prior period positions | 0 | (27) |
Decrease due to settlements and payments | (455) | (1,117) |
Unrecognized Tax Benefits | $ 425 | $ 880 |
Restructuring Expense - 2003 Ke
Restructuring Expense - 2003 Kendall Restructuring (Details) - 2003 Restructuring ft² in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2003 | Dec. 31, 2003USD ($)ft² | Jan. 01, 2006ft² | |
Restructuring and Related Activities [Line Items] | |||
Discount rate, lease restructuring liability (percent) | 10.00% | ||
Lease restructuring expense | $ | $ 78.7 | ||
Lease operating expense | $ | $ 6 | ||
Kendall Square Facility | |||
Restructuring and Related Activities [Line Items] | |||
Leased area (in square feet) | ft² | 290 | ||
Lease term (in years) | 15 years | ||
Area of real estate property (in square feet) | ft² | 120 |
Restructuring Expense - Restruc
Restructuring Expense - Restructuring and Other Liability for 2003 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 144 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2003 | Dec. 31, 2015 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring expenses | $ 1,524 | $ 1,826 | $ 2,128 | $ (3,272) | $ 4,164 | $ 40,843 | $ (270) | $ 6,188 | $ 2,206 | $ 50,925 | $ 40,521 | |||
2003 Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring expenses | (116) | (2,937) | 372 | $ 91,824 | $ 59,798 | |||||||||
Cash Payments | (14,625) | (17,494) | (15,255) | (17,816) | (211,071) | |||||||||
Non-cash Expense | (4,482) | |||||||||||||
Liability as of December 31, 2003 | $ 7,944 | $ 11,596 | $ 7,944 | $ 11,596 | $ 19,115 | 69,526 | $ 7,944 | $ 23,328 | ||||||
2003 Restructuring | Lease restructuring and other operating lease expense | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring expenses | 84,726 | |||||||||||||
Cash Payments | (15,200) | |||||||||||||
Non-cash Expense | 0 | |||||||||||||
Liability as of December 31, 2003 | 69,526 | |||||||||||||
2003 Restructuring | Employee severance, benefits and related costs | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring expenses | 2,616 | |||||||||||||
Cash Payments | (2,616) | |||||||||||||
Non-cash Expense | 0 | |||||||||||||
Liability as of December 31, 2003 | 0 | |||||||||||||
2003 Restructuring | Leasehold improvements and asset impairments | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring expenses | 4,482 | |||||||||||||
Cash Payments | 0 | |||||||||||||
Non-cash Expense | (4,482) | |||||||||||||
Liability as of December 31, 2003 | $ 0 |
Restructuring Expense - 2003 Re
Restructuring Expense - 2003 Restructuring Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 144 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2003 | Dec. 31, 2015 | |
Restructuring activities | |||||||||||||
Restructuring expenses | $ 1,524 | $ 1,826 | $ 2,128 | $ (3,272) | $ 4,164 | $ 40,843 | $ (270) | $ 6,188 | $ 2,206 | $ 50,925 | $ 40,521 | ||
2003 Restructuring | |||||||||||||
Restructuring activities | |||||||||||||
Liability, beginning of the period | $ 11,596 | $ 19,115 | 11,596 | 19,115 | 23,328 | $ 69,526 | |||||||
Cash payments | (14,625) | (17,494) | (15,255) | $ (17,816) | (211,071) | ||||||||
Cash received from subleases | 11,089 | 12,912 | 10,670 | 99,709 | |||||||||
Credit for portion of facility Vertex decided to occupy in 2005 | 0 | 0 | 0 | (10,018) | |||||||||
Restructuring expenses | (116) | (2,937) | 372 | 91,824 | 59,798 | ||||||||
Liability, end of the period | $ 7,944 | $ 11,596 | $ 7,944 | $ 11,596 | $ 19,115 | $ 69,526 | $ 7,944 |
Restructuring Expense - Fan Pie
Restructuring Expense - Fan Pier Restructuring Liability (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)ft² | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)ft² | Dec. 31, 2013USD ($) | |
Restructuring activities | |||||||||||
Restructuring expenses | $ 1,524 | $ 1,826 | $ 2,128 | $ (3,272) | $ 4,164 | $ 40,843 | $ (270) | $ 6,188 | $ 2,206 | $ 50,925 | $ 40,521 |
Fan Pier Move Restructuring | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Discount rate, lease restructuring liability (percent) | 9.00% | ||||||||||
Area of real estate property (in square feet) | ft² | 120 | 120 | |||||||||
Restructuring activities | |||||||||||
Liability, beginning of the period | $ 33,390 | $ 797 | 33,390 | $ 797 | 0 | ||||||
Cash payments | (30,022) | (18,271) | (401) | ||||||||
Cash received from subleases | 4,229 | 0 | 0 | ||||||||
Restructuring expenses | (1,633) | 50,864 | 1,198 | ||||||||
Liability, end of the period | $ 5,964 | $ 33,390 | $ 5,964 | $ 33,390 | $ 797 |
Restructuring Expense - Other R
Restructuring Expense - Other Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring activities | |||||||||||
Restructuring expenses | $ 1,524 | $ 1,826 | $ 2,128 | $ (3,272) | $ 4,164 | $ 40,843 | $ (270) | $ 6,188 | $ 2,206 | $ 50,925 | $ 40,521 |
Other Restructuring | |||||||||||
Restructuring activities | |||||||||||
Liability, beginning of the period | $ 869 | $ 8,441 | 869 | 8,441 | 0 | ||||||
Cash payments | (3,374) | (10,570) | (22,916) | ||||||||
Asset impairments and other non-cash expense | 0 | 0 | (7,594) | ||||||||
Restructuring expenses | 3,955 | 2,998 | 38,951 | ||||||||
Liability, end of the period | $ 1,450 | $ 869 | $ 1,450 | $ 869 | $ 8,441 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Maximum percentage of annual compensation contributed by the participant (percent) | 60.00% | ||
Company contribution | $ 12,800 | $ 12,000 | $ 12,600 |
Common stock shares remained available for grant (shares) | 755,000 | ||
Matching contributions to the Vertex 401(k) Plan: | |||
Discretionary matching contributions during the year ended December 31, 2013 | $ 5,930 | ||
Shares issued during the year ended December 31 (in shares) | 99,000 | ||
Shares issuable as of the year ended December 31 (in shares) | 0 |
Commitments and Contingencies91
Commitments and Contingencies (Details) ft² in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Future minimum commitments under facility leases commitments with terms of more than one year | |||
2,016 | $ 85,597 | ||
2,017 | 87,147 | ||
2,018 | 84,816 | ||
2,019 | 92,745 | ||
2,020 | 92,468 | ||
Thereafter | 827,104 | ||
Total minimum lease payments | 1,269,877 | ||
Future minimum sublease income | |||
2,016 | (15,515) | ||
2,017 | (15,515) | ||
2,018 | (5,172) | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | (36,202) | ||
Rental expense | 18,100 | $ 38,900 | $ 57,700 |
Fan Pier Leases | |||
Future minimum commitments under facility leases commitments with terms of more than one year | |||
2,016 | 67,206 | ||
2,017 | 67,206 | ||
2,018 | 67,206 | ||
2,019 | 72,589 | ||
2,020 | 72,589 | ||
Thereafter | 607,621 | ||
Total minimum lease payments | $ 954,417 | ||
Kendall Square Lease | |||
Operating lease | |||
Office space used for operation (in square feet) | ft² | 120 | ||
Future minimum commitments under facility leases commitments with terms of more than one year | |||
2,016 | $ 19,984 | ||
2,017 | 19,984 | ||
2,018 | 6,661 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | 46,629 | ||
Other Leases | |||
Future minimum commitments under facility leases commitments with terms of more than one year | |||
2,016 | 13,922 | ||
2,017 | 15,472 | ||
2,018 | 16,121 | ||
2,019 | 20,156 | ||
2,020 | 19,879 | ||
Thereafter | 219,483 | ||
Total minimum lease payments | $ 305,033 |
Commitments and Contingencies C
Commitments and Contingencies Capital Lease Financing Obligations (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Capital Leases, Future Minimum Payments Due [Abstract] | |
2,016 | $ 18,773 |
2,017 | 19,248 |
2,018 | 19,146 |
2,019 | 6,719 |
2,020 | 1,089 |
Thereafter | 209 |
Total payments | 65,184 |
Less: amount representing interest | (6,716) |
Present value of payments | 58,468 |
Letter of credit, amount outstanding | $ 21,900 |
Minimum | |
Capital Leased Assets | |
Effective interest rate (less than) (percentage) | 1.00% |
Maximum | |
Capital Leased Assets | |
Effective interest rate (less than) (percentage) | 9.00% |
Segment Information - Revenues
Segment Information - Revenues by Product (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total product revenues, net | $ 406,550 | $ 302,511 | $ 160,388 | $ 130,875 | $ 124,942 | $ 137,099 | $ 122,319 | $ 103,461 | $ 1,000,324 | $ 487,821 | $ 837,645 |
KALYDECO | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total product revenues, net | 631,674 | 463,750 | 371,285 | ||||||||
ORKAMBI | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total product revenues, net | 350,663 | 0 | 0 | ||||||||
INCIVEK | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total product revenues, net | $ 17,987 | $ 24,071 | $ 466,360 |
Segment Information - Revenue b
Segment Information - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 417,935 | $ 309,816 | $ 166,076 | $ 138,509 | $ 144,556 | $ 178,987 | $ 138,421 | $ 118,451 | $ 1,032,336 | $ 580,415 | $ 1,211,975 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 763,316 | 361,074 | 896,952 | ||||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 219,596 | 197,611 | 279,557 | ||||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 49,424 | 21,730 | 35,466 | ||||||||
Total revenues outside of the United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 269,020 | $ 219,341 | $ 315,023 |
Segment Information - Significa
Segment Information - Significant Customers (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues, Net | Minimum | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Accounts Receivable | Minimum | |||
Concentration Risk [Line Items] | |||
Threshold for disclosure of concentration risk | 10.00% | ||
Credit Concentration Risk | Revenues, Net | Walgreen Co. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.00% | 12.00% | |
Credit Concentration Risk | Revenues, Net | CVS/Caremark | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.00% | ||
Credit Concentration Risk | Revenues, Net | Accredo/Curascript | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.00% | ||
Credit Concentration Risk | Revenues, Net | Janssen NV | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 22.00% | ||
Credit Concentration Risk | Revenues, Net | AmerisourceBergen Drug Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.00% | ||
Credit Concentration Risk | Revenues, Net | McKesson Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.00% | ||
Credit Concentration Risk | Accounts Receivable | Walgreen Co. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.00% | 11.00% | |
Credit Concentration Risk | Accounts Receivable | CVS/Caremark | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.00% | ||
Credit Concentration Risk | Accounts Receivable | Accredo/Curascript | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.00% | ||
Credit Concentration Risk | Accounts Receivable | Bupa Home Healthcare Limited | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.00% | ||
Credit Concentration Risk | Accounts Receivable | Janssen Inc. | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% |
Segment Information - Property
Segment Information - Property and Equipment, Net by Location (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 697,715 | $ 715,812 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 661,421 | 676,968 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 32,793 | 33,628 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 3,501 | 5,216 |
Total revenues outside of the United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 36,294 | $ 38,844 |
Quarterly Financial Data (una97
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||||||||||
Product revenues, net | $ 406,550 | $ 302,511 | $ 160,388 | $ 130,875 | $ 124,942 | $ 137,099 | $ 122,319 | $ 103,461 | $ 1,000,324 | $ 487,821 | $ 837,645 |
Royalty revenues | 6,331 | 5,759 | 5,077 | 6,792 | 8,785 | 8,386 | 13,015 | 10,733 | 23,959 | 40,919 | 156,592 |
Collaborative revenues | 5,054 | 1,546 | 611 | 842 | 10,829 | 33,502 | 3,087 | 4,257 | 8,053 | 51,675 | 217,738 |
Total revenues | 417,935 | 309,816 | 166,076 | 138,509 | 144,556 | 178,987 | 138,421 | 118,451 | 1,032,336 | 580,415 | 1,211,975 |
Costs and expenses: | |||||||||||
Cost of product revenues | 62,092 | 30,269 | 15,409 | 9,381 | 11,290 | 10,208 | 9,655 | 8,572 | 117,151 | 39,725 | 88,979 |
Royalty expenses | 1,293 | 1,691 | 1,451 | 2,926 | 2,737 | 3,976 | 7,645 | 6,904 | 7,361 | 21,262 | 41,298 |
Research and development expenses | 310,181 | 246,284 | 223,858 | 215,599 | 201,463 | 190,939 | 224,487 | 238,617 | 995,922 | 855,506 | 882,097 |
Sales, general and administrative expenses | 96,549 | 99,772 | 94,394 | 85,860 | 78,527 | 75,224 | 77,446 | 74,212 | 376,575 | 305,409 | 356,188 |
Restructuring expenses | 1,524 | 1,826 | 2,128 | (3,272) | 4,164 | 40,843 | (270) | 6,188 | 2,206 | 50,925 | 40,521 |
Total costs and expenses | 471,639 | 379,842 | 337,240 | 310,494 | 298,181 | 321,190 | 318,963 | 334,493 | 1,499,215 | 1,272,827 | 1,821,983 |
Loss from operations | (53,704) | (70,026) | (171,164) | (171,985) | (153,625) | (142,203) | (180,542) | (216,042) | (466,879) | (692,412) | (610,008) |
Interest expense, net | (20,654) | (21,134) | (21,111) | (21,307) | (21,177) | (20,384) | (15,585) | (15,717) | (84,206) | (72,863) | (22,926) |
Other (expense) income, net | (1,690) | (1,326) | 1,414 | (5,113) | (3,792) | (3,990) | 37,731 | 451 | (6,715) | 30,400 | 6,890 |
Loss from continuing operations before provision for (benefit from) income taxes | (76,048) | (92,486) | (190,861) | (198,405) | (178,594) | (166,577) | (158,396) | (231,308) | (557,800) | (734,875) | (626,044) |
Provision for (benefit from) income taxes | (1,379) | 1,330 | 30,131 | 299 | 2,043 | 3,419 | 693 | 803 | 30,381 | 6,958 | (122,422) |
Loss from continuing operations | (180,637) | (169,996) | (159,089) | (232,111) | (588,181) | (741,833) | (503,622) | ||||
Loss from discontinued operations, net of tax benefit | (209) | (64) | (293) | (346) | 0 | (912) | (183,928) | ||||
Net loss | (74,669) | (93,816) | (220,992) | (198,704) | (180,846) | (170,060) | (159,382) | (232,457) | (588,181) | (742,745) | (687,550) |
Loss attributable to noncontrolling interest | 4,190 | 0 | 0 | 0 | 0 | 0 | (242,522) | ||||
Loss (income) attributable to noncontrolling interest | 938 | (1,333) | 32,144 | 98 | |||||||
Net loss attributable to Vertex | $ (73,731) | $ (95,149) | $ (188,848) | $ (198,606) | (176,656) | (170,060) | (159,382) | (232,457) | (556,334) | (738,555) | (445,028) |
Loss from continuing operations | (176,447) | (169,996) | (159,089) | (232,111) | (556,334) | (737,643) | (503,622) | ||||
(Loss) income from discontinued operations | $ (209) | $ (64) | $ (293) | $ (346) | 0 | (912) | 58,594 | ||||
Net loss from continuing operations: | |||||||||||
Basic and diluted (usd per share) | $ (0.74) | $ (0.72) | $ (0.68) | $ (1) | |||||||
Net (loss) income from discontinued operations: | |||||||||||
Basic and diluted (usd per share) | 0 | 0 | 0 | 0 | |||||||
Earnings Per Share [Abstract] | |||||||||||
Basic and diluted (usd per share) | $ (0.30) | $ (0.39) | $ (0.78) | $ (0.83) | $ (0.74) | $ (0.72) | $ (0.68) | $ (1) | |||
Shares used in per share calculations: | |||||||||||
Basic and diluted (in shares) | 242,987 | 241,969 | 240,757 | 239,493 | 238,272 | 236,137 | 233,808 | 232,887 | |||
Janssen | |||||||||||
Revenues: | |||||||||||
Royalty revenues | 1,518 | 13,481 | 130,724 | ||||||||
Collaborative revenues | 1,946 | 7,104 | 203,437 | ||||||||
Total revenues | $ 3,464 | $ 20,585 | $ 334,161 |
Quarterly Financial Data (una98
Quarterly Financial Data (unaudited) Quarterly Financial Data (unaudited) (footnotes) (Details) - USD ($) $ in Thousands | Oct. 26, 2015 | Apr. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||
Restructuring charges | $ 1,524 | $ 1,826 | $ 2,128 | $ (3,272) | $ 4,164 | $ 40,843 | $ (270) | $ 6,188 | $ 2,206 | $ 50,925 | $ 40,521 | ||
One-time cash payment from landlord pursuant to Fan Pier Leases | $ 36,700 | ||||||||||||
CRISPR Therapeutics | |||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||
Collaborative funding with CRISPR | $ 75,000 | ||||||||||||
Janssen | |||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||
Up-front payment | $ 30,000 | $ 35,000 |