Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 04, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | scln | ||
Entity Registrant Name | SCICLONE PHARMACEUTICALS INC | ||
Entity Central Index Key | 880771 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 50,056,030 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $268,337,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $86,228,000 | $85,803,000 |
Accounts receivable (net of allowances of $998 and $3,587 as of December 31, 2014 and 2013, respectively) | 40,268,000 | 39,771,000 |
Inventories | 10,703,000 | 15,238,000 |
Short-term investments | 75,000 | 75,000 |
Prepaid expenses and other current assets | 2,597,000 | 2,524,000 |
Deferred tax assets | 326,000 | 6,000 |
Total current assets | 140,197,000 | 143,417,000 |
Property and equipment, net | 1,848,000 | 843,000 |
Goodwill | 34,521,000 | 35,357,000 |
Other assets | 5,265,000 | 242,000 |
Total assets | 181,831,000 | 179,859,000 |
Current liabilities: | ||
Accounts payable | 5,311,000 | 7,716,000 |
Accrued and other current liabilities | 20,536,000 | 20,938,000 |
Deferred revenue | 596,000 | 2,915,000 |
Short-term borrowings on loan facility | 1,651,000 | |
Total current liabilities | 26,443,000 | 33,220,000 |
Other long-term liabilities | 114,000 | 44,000 |
Commitments and contingencies (Notes 11 and 19) | ||
Stockholders' equity: | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 49,948,897 and 52,371,664 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 50,000 | 52,000 |
Additional paid-in capital | 287,108,000 | 278,327,000 |
Accumulated other comprehensive income | 3,264,000 | 4,176,000 |
Accumulated deficit | -135,148,000 | -135,960,000 |
Total stockholders' equity | 155,274,000 | 146,595,000 |
Total liabilities and stockholders' equity | $181,831,000 | $179,859,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $998 | $3,587 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 49,948,897 | 52,371,664 |
Common stock, shares outstanding | 49,948,897 | 52,371,664 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net revenues: | |||
Product sales, net | $131,973 | $99,414 | $123,171 |
Promotion services | 2,817 | 27,644 | 33,098 |
Total net revenues | 134,790 | 127,058 | 156,269 |
Operating expenses: | |||
Cost of product sales | 23,002 | 17,668 | 21,996 |
Sales and marketing | 48,477 | 55,240 | 70,327 |
Research and development | 14,581 | 8,044 | 5,145 |
General and administrative | 22,746 | 32,496 | 21,344 |
Restructuring charges | 1,181 | 1,096 | |
Estimated SEC and DOJ investigation loss (Note 19) | 2,000 | ||
Intangible asset impairment (Note 7) | 42,728 | ||
Amortization of acquired intangible assets | 0 | 0 | 2,645 |
Change in fair value of contingent consideration (Note 3) | -15,422 | ||
Total operating expenses | 108,806 | 116,629 | 149,859 |
Income from operations | 25,984 | 10,429 | 6,410 |
Non-operating income (expense): | |||
Interest and investment income | 161 | 85 | 89 |
Interest and investment expense | -48 | -103 | -185 |
Other income (expense), net | 280 | 2,795 | -42 |
Income before income tax provision (benefit) | 26,377 | 13,206 | 6,272 |
Income tax provision (benefit) | 1,169 | 2,242 | -3,348 |
Net income | $25,208 | $10,964 | $9,620 |
Basic net income per share | $0.49 | $0.20 | $0.17 |
Diluted net income per share | $0.48 | $0.20 | $0.16 |
Weighted average shares used in computing: | |||
Basic net income per share | 51,277 | 53,587 | 56,637 |
Diluted net income per share | 52,684 | 54,936 | 58,483 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements Of Comprehensive Income [Abstract] | |||
Net income | $25,208 | $10,964 | $9,620 |
Other comprehensive income, net of income tax: | |||
Unrealized gain (loss) and foreign currency translation arising during the period on foreign currency denominated available-for-sale securities | -4 | 19 | |
Reclassification adjustment for losses included in net income | 71 | ||
Net change | 67 | 19 | |
Foreign currency translation | -912 | 1,121 | 625 |
Total other comprehensive income (loss) | -912 | 1,188 | 644 |
Total comprehensive income | $24,296 | $12,152 | $10,264 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholdersb Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2011 | $58 | $266,913 | $2,344 | ($119,196) | $150,119 |
Balance, shares at Dec. 31, 2011 | 57,847,000 | ||||
Net income | 9,620 | 9,620 | |||
Other comprehensive income (loss) | 644 | 644 | |||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net | 1 | 3,491 | 3,492 | ||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net, shares | 1,346,000 | ||||
Compensation related to stock option awards | 3,983 | 3,983 | |||
Repurchase of common stock | -5 | -24,831 | -24,836 | ||
Repurchase of common stock, shares | -4,709,000 | -4,709,651 | |||
Balance at Dec. 31, 2012 | 54 | 274,387 | 2,988 | -134,407 | 143,022 |
Balance, shares at Dec. 31, 2012 | 54,484,000 | ||||
Net income | 10,964 | 10,964 | |||
Other comprehensive income (loss) | 1,188 | 1,188 | |||
Escrow shares received in settlement and immediately retired | -1,866 | -1,866 | |||
Escrow shares received in settlement and immediately retired, shares | -342,000 | ||||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net | 1,705 | 1,705 | |||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net, shares | 634,000 | ||||
Compensation related to stock option awards | 4,101 | 4,101 | |||
Repurchase of common stock | -2 | -12,517 | -12,519 | ||
Repurchase of common stock, shares | -2,404,000 | -2,404,034 | |||
Balance at Dec. 31, 2013 | 52 | 278,327 | 4,176 | -135,960 | 146,595 |
Balance, shares at Dec. 31, 2013 | 52,372,000 | ||||
Net income | 25,208 | 25,208 | |||
Other comprehensive income (loss) | -912 | -912 | |||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net | 2 | 5,212 | 5,214 | ||
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, net, shares | 1,399,000 | ||||
Compensation related to stock option awards | 3,569 | 3,569 | |||
Repurchase of common stock | -4 | -24,396 | -24,400 | ||
Repurchase of common stock, shares | -3,822,000 | -3,822,434 | |||
Balance at Dec. 31, 2014 | $50 | $287,108 | $3,264 | ($135,148) | $155,274 |
Balance, shares at Dec. 31, 2014 | 49,949,000 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities: | |||
Net income | $25,208 | $10,964 | $9,620 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Non-cash expense related to stock-based compensation | 3,465 | 4,007 | 3,897 |
Non-cash escrow share settlement | -1,866 | ||
Provision for doubtful accounts | 2,540 | ||
Provision for expiring inventory | 1,574 | ||
Depreciation and amortization | 852 | 860 | 3,449 |
Intangible asset impairment | 42,728 | ||
Loss on maturity of available-for-sale investment | 75 | ||
Loss on disposal of fixed assets | 26 | 17 | |
Change in fair value of contingent consideration (Note 3) | -15,422 | ||
Deferred income taxes | -321 | 191 | -6,785 |
Other long-term liabilities | 10 | -133 | -232 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | -3,276 | -3,999 | 356 |
Inventories | 5,907 | -4,685 | 801 |
Prepaid expenses and other assets | -277 | -202 | -156 |
Accounts payable | -5,485 | -134 | 2,195 |
Accrued and other current liabilities | -414 | -1,006 | 3,070 |
Deferred revenue | 340 | 2,873 | |
Net cash provided by operating activities | 27,609 | 9,502 | 43,521 |
Investing activities: | |||
Purchases of available-for-sale investments | -75 | ||
Proceeds from the maturity of available-for-sale securities | 379 | ||
Loans to third party (Note 6) | -4,751 | ||
Purchases of property and equipment | -1,452 | -324 | -1,128 |
Net cash (used in) provided by investing activities | -6,203 | 55 | -1,203 |
Financing activities: | |||
Repurchase of common stock including commissions | -24,400 | -12,519 | -24,836 |
Repayment of credit facilities | -1,620 | -2,035 | -2,500 |
Proceeds from borrowing on credit facilities | 2,196 | 1,445 | |
Decrease (increase) in restricted cash related to loan facility | 2,300 | -2,300 | |
Proceeds from issuances of common stock, net | 5,214 | 1,705 | 3,492 |
Net cash used in financing activities | -20,806 | -8,353 | -24,699 |
Effect of exchange rate changes on cash and cash equivalents | -175 | 371 | -45 |
Net increase in cash and cash equivalents | 425 | 1,575 | 17,574 |
Cash and cash equivalents, beginning of period | 85,803 | 84,228 | 66,654 |
Cash and cash equivalents, end of period | 86,228 | 85,803 | 84,228 |
Supplemental disclosure of cash flow information: | |||
Net income taxes paid related to foreign operations | 944 | 2,237 | 1,893 |
Interest and unused line fees paid related to borrowings | $48 | $81 | $136 |
The_Company_And_Summary_Of_Sig
The Company And Summary Of Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ||||||||||
The Company And Summary Of Significant Accounting Policies | Note 1 — The Company and Summary of Significant Accounting Policies | |||||||||
Description of Business | ||||||||||
SciClone Pharmaceuticals, Inc. (“SciClone” or the “Company”), incorporated in 1990, is a United States (“US”)-headquartered, China-focused, specialty pharmaceutical company with a substantial commercial business in China and a product portfolio of therapies for oncology, infectious diseases and cardiovascular disorders. The Company’s lead product, ZADAXIN® (thymalfasin) is approved in over 30 countries and may be used for the treatment of hepatitis B (HBV), hepatitis C (HCV), as a vaccine adjuvant, and certain cancers according to the local regulatory approvals. In addition to ZADAXIN, SciClone markets approximately 7 partnered and in-licensed products in China, including Aggrastat®, an interventional cardiology product. SciClone is also pursuing the registration of several other therapeutic products in China. | ||||||||||
Presentation | ||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated from the consolidated financial statements. | ||||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make informed estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. | ||||||||||
Cash Equivalents and Investments | ||||||||||
Cash equivalents consist of highly liquid investments with original maturities of three months or less on the date of purchase. The Company records its investments at fair value, as determined by available information on the consolidated balance sheet date. The Company’s investment portfolio as of December 31, 2014 consisted of money market funds that were included in cash and cash equivalents, and a certificate of deposit that was included in short-term investments. | ||||||||||
Unrealized gains or losses on available-for-sale securities are included in accumulated other comprehensive income on the consolidated balance sheets. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in earnings. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity and is included in earnings. The cost of securities sold is based on the specific identification method. | ||||||||||
Available-for-sale investments are evaluated for impairment each reporting period. An investment is considered impaired if the fair value of the investment is less than its cost. If, after consideration of all available evidence to evaluate the realizable value of its investment, impairment is determined to be other-than-temporary, then an impairment loss is recognized in the consolidated statement of income. No such losses were recorded in the periods presented. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. The three levels of input are: | ||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||
Where quoted prices are available in an active market, the Company determines fair value based on quoted market prices, and classifies these values in level 1 of the valuation hierarchy. If quoted market prices are not available, fair values are based on observable inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and are classified in level 2 of the valuation hierarchy. When quoted prices and observable inputs are unavailable, fair values are based on cash flow models and are classified in level 3 of the valuation hierarchy. The cash flow models use inputs specific to the asset or liabilities including estimates for interest rates and discount rates including yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and expected holding periods of the assets and liabilities. These inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the assets and liabilities including assumptions about risk developed based on the best information available in the circumstances. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may materially affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. | ||||||||||
Other financial instruments, including accrued short-term liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments. | ||||||||||
Concentration of Risk | ||||||||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments, accounts receivable and loans receivable. The Company is exposed to credit risk in the event of default by the institutions holding the cash, cash equivalents and investments, and by customers and partners in the event of default by the customer or partner to pay the amounts due to us on receivables and loans receivables, respectively, to the extent of the amounts recorded on the consolidated balance sheet. Most of the Company’s cash and cash equivalents are held by financial institutions that the Company believes are of high credit quality. At times, deposits may exceed government insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | ||||||||||
In China, pharmaceutical products are imported and distributed through a tiered method of distribution. For the Company’s proprietary product ZADAXIN®, the Company manufactures its product using its US and European contract manufacturers, and it generates its product sales revenue through sales of ZADAXIN products to Sinopharm Holding Hong Kong Co. Ltd. (“Sinopharm”). Sinopharm and its affiliates act as an importer, and also as the top “tier” of the distribution system (“Tier 1”) in China. The Company’s ZADAXIN sales occur when the importer purchases product from the Company, without any right of return except for damaged product or quality control issues and after passage of title and risk of loss are transferred to Sinopharm at the time of shipment. After the Company’s sale, Sinopharm clears products through China import customs, sells directly to large hospitals and holds additional product it has purchased in inventory for sale to the next tier in the distribution system. The second-tier distributors are responsible for the further sale and distribution of the products they purchase from the importer, either through sales of product directly to the retail level (hospitals and pharmacies), or to third-tier local or regional distributors who, in turn, sell products to hospitals and pharmacies. The Company’s other product sales revenues result from the sale of the Company’s in-licensed products to importing agents and distributors. | ||||||||||
Promotion services revenues result from fees received for exclusively promoting products for certain pharmaceutical partners. These importing agents, distributors and partners are the Company’s customers. | ||||||||||
Customers that exceeded 10% of the Company’s total net revenue and related to our China segment were as follows: | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Customer A | 94% | 75% | 59% | |||||||
Customer B | — | 20% | 20% | |||||||
Customer C | — | — | 12% | |||||||
As of December 31, 2014, approximately $38.9 million, or 94%, of the Company's gross accounts receivable was attributable to one customer in China. The Company generally does not require collateral from its customers. The Company maintains reserves for potential credit losses and such actual losses may vary significantly from its estimates. | ||||||||||
The Company currently relies on two suppliers to provide key components to its ZADAXIN manufacturing supply. Although there are a limited number of manufacturers who would be able to meet the requirements to manufacture these components, the Company believes that other suppliers could provide similar components on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would affect operating results adversely. | ||||||||||
The majority of the Company’s product sales are in US dollars. However, a significant portion of the Company’s revenues and expenses are denominated in Chinese Yuan Renminbi (“RMB”) and a significant portion of the Company’s assets and liabilities are denominated in RMB and are exposed to foreign exchange risk. RMB is not freely convertible into foreign currencies. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at the exchange rates quoted by People’s Bank of China. Remittances in currencies other than RMB by the Company in China require certain supporting documentation in order to affect the remittance. | ||||||||||
Accounts Receivable Reserve | ||||||||||
The Company records a receivable reserve based on a specific review of its overdue invoices. The Company’s estimate for a reserve is determined after considering its existing contractual payment terms, payment patterns of its customers and individual customer circumstances, the age of any outstanding receivables and its current customer relationships. Accounts receivable are charged off at the point when they are considered uncollectible. | ||||||||||
As of December 31, 2013, the Company had $3.5 million in fully reserved accounts receivable from one customer that were more than one year past due. As a result of its negotiations with the customer, the Company collected $0.5 million in July 2014 and in October 2014, the Company’s subsidiary, SciClone Pharmaceuticals International China Holding Ltd (“SPIL China”) executed an agreement with this customer providing for settlement of $1.9 million of the remaining outstanding $3.0 million due in installments. The settlement agreement provided that the customer will pay SPIL China $1.9 million in installment payments to be made as follows: $500,000 before October 31, 2014; $500,000 before November 30, 2014; $400,000 before May 31, 2015; and the remaining balance of $500,000 to be made by December 31, 2015. The terms of the settlement agreement resulted in the write-off of $1.1 million in previously fully reserved accounts receivable with an equivalent charge-off of the allowance for bad debt, which had no impact on net income in 2014, as the subsequent agreement provided direct evidence that the $1.1 million previously reserved will not be collected in the future. The Company received the first and second payments under the terms of the settlement agreement in October and December 2014 totaling $1.0 million, and these gains on recovery, as well as the $0.5 million payment received in July 2014, were recorded as $1.5 million of reductions to general and administrative expense for the year ended December 31, 2014. The remaining outstanding receivable balance of $0.9 million as of December 31, 2014 will remain fully reserved until payments are received. | ||||||||||
Inventories | ||||||||||
Inventories consist of raw materials, work in progress and finished goods products. Inventories are valued at the lower of cost or market (net realizable value), with cost determined on a first-in, first-out basis, and include amounts related to materials, labor and overhead. The Company periodically reviews the inventory in order to identify excess and obsolete items. If obsolete or excess items are observed and there are no alternate uses for the inventory, the Company will record a write-down to net realizable value in the period that the impairment is first recognized. During the years ended December 31, 2014, 2013, and 2012, the Company recorded inventory write-downs of $1.6 million, $0, and $0, respectively, principally related to carrying value reductions for excess Aggrastat product. | ||||||||||
Property and Equipment | ||||||||||
Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recorded over the estimated useful lives of the respective assets on the straight-line basis. Office furniture and fixtures are generally amortized over five years, office equipment and computer software are generally amortized over three years, and the Company’s vehicle is being amortized over four years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term on the straight-line basis. The Company’s policy is to identify and record impairment losses, if necessary, on property and equipment when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. | ||||||||||
Intangible Assets | ||||||||||
Intangible assets are reviewed for impairment when changes in facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company's policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. It is the Company’s policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. | ||||||||||
As part of the acquisition of NovaMed Pharmaceuticals Ltd. (“NovaMed”) in April 2011, the Company recorded intangible assets related to promotion and distribution contract rights. During the year ended December 31, 2012, the Company identified impairment indicators related to the intangible assets and fully wrote off the intangible assets. Refer to Net Intangible Assets in Note 7 for further information. | ||||||||||
Goodwill | ||||||||||
The Company accounted for the acquisition of NovaMed under the acquisition method of accounting in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under the acquisition method of accounting, the total acquisition-date fair value of the assets and liabilities are recognized as of the closing date. The total consideration paid by SciClone to NovaMed consisted of cash, SciClone common stock, and contingent consideration. The excess of the fair value of the total consideration transferred over the acquisition-date fair value of net tangible and intangible assets and liabilities assumed was allocated to goodwill. Goodwill is tested for impairment at least annually, or whenever events or circumstances occur that indicate impairment might have occurred in accordance with ASC Topic 350, Intangibles — Goodwill and Other. Goodwill relates to the Company’s China segment which focuses on the Company’s primary pharmaceutical distribution market, consisting of the NovaMed business and the legacy China business, which represent a single reporting unit. As of December 31, 2014, 2013 and 2012, the Company tested for goodwill impairment by quantitatively comparing the fair value of the reporting unit to its carrying amount - step one of the two-step impairment test. In addition, during the third quarter of fiscal 2013, the Company performed an interim goodwill impairment analysis to determine if the goodwill was impaired as a result of the non-renewal of the Sanofi Aventis S.A. (“Sanofi”) promotional agreements as of December 31, 2013, by comparing the fair value of the reporting unit to its carrying amount. The Company estimated the fair value of the China reporting unit using a discounted cash flow model. This valuation approach considers a number of factors that include, but are not limited to, expected future cash flows, growth rates, discount rates, and requires us to make certain assumptions and estimates regarding industry economic factors and future profitability of our business. If the Company determines that the carrying value of its reporting unit exceeds its fair value, the Company would then calculate the implied fair value of the reporting unit goodwill as compared to its carrying value to determine the appropriate impairment charge. After completing the Company’s impairment review for the reporting unit during the third quarter of 2013, and as of December 31, 2014, 2013, and 2012, the Company concluded that goodwill was not impaired in any of these years. | ||||||||||
Loans Receivable | ||||||||||
Loans receivable consist of two loans to one third party (see Note 6). Loans are initially recorded, and continue to be carried, at unpaid principal balances under “other assets” on the consolidated balance sheet. Carried balances are subsequently adjusted for payments of principal or adjustments to the allowance for loan losses to account for any impairment. Interest income is recognized over the term of the loans and is calculated using the simple-interest method, as the loans do not have associated premium or discount. If the loans were to experience impairment, interest income would not be recognized unless the likelihood of further loss was remote. | ||||||||||
Although the measurement basis is unpaid principal (as adjusted for subsequent payments or impairment), not fair value, the loans receivable would qualify as Level 3 measurements under the fair value hierarchy (Note 3) due to the presence of significant unobservable inputs related to the counterparty, which is a private entity. | ||||||||||
Management considers impairment to exist when, based on current information or factors (such as payment history, value of collateral, and assessment of the counterparty’s current creditworthiness), it is probable that principal and interest payments will not be collected according to the contractual agreements. Management considers a loan payment delinquent when not received by the due date. As of December 31, 2014, management concluded the loans receivable were not impaired, and there was no allowance for loan losses. | ||||||||||
Contingent Consideration | ||||||||||
As part of the acquisition of NovaMed, the Company would have been required to pay up to an additional $43.0 million in earn-out on the successful achievement of revenue and earnings targets for the 2011 and 2012 fiscal years (the “earn-out” or “contingent consideration”). The fair value of the earn-out was re-measured each period, and changes in the fair value were recorded to “contingent consideration” in operating expenses. As of December 31, 2012, the earn-out was determined to be zero. Through September 30, 2012, the Company used the assistance of a third-party valuation expert to estimate the fair value of the contingent consideration using a Monte Carlo simulation model. Refer to Contingent Consideration in Note 3 and Escrow Settlement Agreement Note 10 for further information. | ||||||||||
Accrued Expenses | ||||||||||
The Company makes estimates of its accrued expenses as of each balance sheet date in its consolidated financial statements based on facts and circumstances known to them. Examples of estimated accrued expenses include fees paid to contract research organizations and investigative sites in connection with clinical trials, fees paid to contract manufacturers in connection with the production of clinical trial materials, and professional services. The Company periodically confirms the accuracy of its estimates with selected service providers and makes adjustments, if necessary, in the periods identified. | ||||||||||
Expenses related to clinical trials charged to research and development expense generally are accrued based on estimates of work performed or the level of patient enrollment and activities according to the protocols and agreements. The Company makes adjustments, if necessary, in the periods identified to reflect actual levels of work performed, and such adjustments have historically not been material. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under certain contracts depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses to the actual services received and efforts expended. The Company monitors planned protocols, work performed, patient enrollment levels and related activities to the extent possible and adjusts estimates accordingly. | ||||||||||
The Company records as liabilities estimated amounts for litigation, claims or other legal actions that are probable and can be reasonably estimated. The likelihood of a material change in these estimated reserves is dependent on the possible outcome of settlement negotiations, regulatory or judicial review and the development of facts and circumstances in extended litigation which could change claims or assessments when both the amount and range of loss on some outstanding litigation is uncertain. The Company discloses in the footnotes to the financial statements when it is unable to make a reasonable estimate of a material liability that is reasonably possible to result from unfavorable outcomes. As events occur, the Company assesses the potential liability related to any pending litigation, claims or other legal actions and adjusts its estimates accordingly. Such adjustments could materially impact its financial statements. | ||||||||||
Foreign Currency Translation | ||||||||||
The Company translates the assets and liabilities of its foreign subsidiaries stated in local functional currencies to US dollars at the rates of exchange in effect at the end of the period. Revenues and expenses are translated using average rates of exchange in effect during the period. Goodwill, and certain other balances, are generally recorded in the local currency which is the functional currency of the Company’s subsidiaries located in China. As a result, the carrying value of goodwill and certain other balances may fluctuate with the value of the RMB as compared to the US dollar. Gains and losses from the translation of financial statements denominated in foreign currencies are included as a separate component of accumulated other comprehensive income in the statement of stockholders' equity. | ||||||||||
The Company records foreign currency transactions at the exchange rate prevailing at the date of the transaction with resultant gains and losses being included in results of operations. Foreign currency transaction gains and losses have not been significant for any period presented. | ||||||||||
Revenue Recognition | ||||||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the price to the buyer is fixed or determinable and collectability is reasonably assured. | ||||||||||
Product Revenue. The Company recognizes product revenue from selling manufactured ZADAXIN product at the time of delivery. Sales of ZADAXIN to Sinopharm and its affiliates are recognized at time of shipment when title to the product is transferred to them. The Company also earns product revenue from purchasing medical products from pharmaceutical companies and selling them directly to importers or distributors. Sales of Pfizer International Trading (Shanghai) Ltd. (“Pfizer”) products through October 2012 were based on the “sell-through” method as the Company’s distribution arrangement for these products allowed for payment terms dependent on when the distributor sold the product. The Company did not maintain information on the timing of “sell-through” of the Pfizer products by the distributor through this period; therefore, the Company applied the cash receipts approach for the application of the “sell-through” method as it was the most reliable information available. Accordingly, during this period of time, revenue for sales of the Pfizer products was recognized on receipt of cash from the distributor. On October 21, 2012, the Company amended the agreement with the distributor which amendment removed any contingent payment terms. Prior to the amendment, the agreement allowed for delayed payment based on the timing of sales from the distributor to the next tier customer. The amendment changed the payment terms to 60 days, thus ensuring that the distributor could not withhold payment until after the distributor received payment on sale of product to its next tier customer. The combination of the revised payment terms, together with all of the other contractual restrictions on the distributor (e.g., no return rights or other terms that may raise question as to whether or not they had taken title and assumed “risk of loss”), permitted revenue to be recognized on a “sell-in” basis upon the amendment. Therefore, from October 21, 2012 onward, the “sell-in” method was used by the Company for recognition of related revenue. All other product sales are also recognized on the “sell-in” method, or when the medical products have been delivered to the importers or distributors. | ||||||||||
Promotion Services Revenue. The Company recognizes promotion services revenue after designated medical products are delivered to the distributors as specified in a promotion services contract, which marks the period when marketing and promotion services have been rendered and the revenue recognition criteria are met. In certain arrangements, the Company was required to return or refund a portion of promotion services fees received during interim periods from a pharmaceutical customer if defined annual sales targets were not achieved. Under the Company’s agreements with this customer, if an agreement was terminated, and provided such targets had been met on a “pro rata” basis at the date of contract termination, the Company was entitled to retain the amounts paid. Due to the ability to retain amounts paid upon contract termination, provided applicable targets had been met on a “pro rata” basis at any interim date, the Company elected to recognize revenue during interim periods without reduction for amounts subject to refund based on Method 2 of Accounting Standards Codification 605-20-S99-1, “Accounting for Management Fees Based on a Formula.” | ||||||||||
The Company’s promotion agreements with Sanofi, consisting of individual promotional agreements for certain pharmaceutical products and supplementary agreements extending the terms thereof, were not renewed and expired on December 31, 2013. NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed Shanghai”) and Sanofi negotiated a settlement of certain amounts in dispute, effective July 14, 2014, and NovaMed Shanghai received approximately 22 million RMB (approximately $3.5 million) in August 2014 as final payment from Sanofi. The terms of the settlement resulted in the recognition of promotion services revenue for the second quarter of 2014 of approximately $0.2 million of Sanofi revenue that had been deferred in the fourth quarter of 2013. The remaining approximately $2.6 million of deferred revenue recorded during the fourth quarter of 2013, was reversed with an equivalent write-down of accounts receivable. This contemporaneous write-down of accounts receivable and deferred revenue had no impact on net income during the second quarter of 2014 or the year ended December 31, 2014. | ||||||||||
Revenue Reserve: The Company generally maintains a revenue reserve for product returns based on estimates of the amount of product to be returned by its customers which may result from expired or damaged product on delivery or for price reductions on the related sales and is based on historical patterns, analysis of market demand and/or a percentage of sales based on industry trends, and management’s evaluation of specific factors that may increase the risk of product returns. Importing agents or distributors do not have contractual rights of return except under limited terms regarding product quality. However, the Company is expected to replace products that have expired on delivery or are deemed to be damaged or defective when delivered. The calculation of the revenue reserve requires estimates and involves a high degree of subjectivity and judgment. As a result of the uncertainties involved in estimating the revenue reserve, there is a possibility that materially different amounts could be reported under different conditions or using different assumptions. | ||||||||||
As of December 31, 2014 and 2013, the Company’s revenue reserves were $0.1 million and $0, respectively, on its consolidated balance sheets. | ||||||||||
The Company evaluates the need for a returns reserve quarterly and adjusts it when events indicate that a change in estimate is appropriate. Changes in estimates could materially affect the Company’s results of operations or financial position. It is possible that the Company may need to adjust its estimates in future periods. | ||||||||||
Sales Tax and Surcharge Expense | ||||||||||
Sales taxes and surcharge costs are expensed as incurred and are included in sales and marketing expense. The Company is generally subject to a 5-6.42% business tax and surcharge for services provided related to marketing products under the relevant taxation laws in China. Sales tax and surcharge costs amounted to approximately $2.5 million, $3.5 million, and $3.8 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||
Research and Development Expenses | ||||||||||
Research and development costs are expensed as incurred. These costs include salaries and other personnel-related expenses, including associated stock-based compensation, facility-related expenses, depreciation of facilities and equipment, upfront payments under in-licensing agreements with certain business partners and other license-related fees, and services performed by clinical research organizations and research institutions and other outside service providers. | ||||||||||
Shipping and Handling Costs | ||||||||||
Shipping and handling costs incurred for inventory purchases and product shipments are included in cost of product sales for all periods presented. | ||||||||||
Advertising Expenses | ||||||||||
Advertising costs are expensed as incurred and are included in sales and marketing expenses for all periods presented. Advertising expenses for the years ended December 31, 2014, 2013, and 2012, were $0.5 million, $0.1 million, and $0.2 million, respectively. | ||||||||||
Legal Costs | ||||||||||
Legal costs related to loss contingencies are expensed to general and administrative expense as incurred. | ||||||||||
Stock-Based Compensation | ||||||||||
The Company records stock-based compensation costs relating to share-based payment transactions, including stock options, restricted stock units (“RSUs”) and the employee stock purchase plan. Stock-based compensation expense for stock options and the employee stock purchase plan is estimated at the date of grant based on the fair value of the award using the Black-Scholes option-pricing model. Stock-based compensation expense for RSUs is estimated at the date of grant based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Stock-based compensation expense values are recognized as expense on a straight-line basis over the requisite service period, net of estimated forfeitures. The stock-based compensation costs that are ultimately expected to vest are recognized as expense ratably (as the awards vest) over the requisite service period, which is generally one or four years for stock options and RSUs and three months for the employee stock purchase plan. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. | ||||||||||
Income Taxes | ||||||||||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more-likely-than-not that the deferred tax assets will not be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. | ||||||||||
The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements 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, although an adverse resolution of one or more of these uncertain tax positions in any period could have a material impact on the results of operations for that period. The Company’s policy is to recognize interest and penalties related to the liabilities for uncertain tax positions as a component of income tax expense. The amount of accrued interest related to tax positions taken on the Company’s tax returns and included in accrued and other current liabilities was $1.5 million and $1.2 million, as of December 31, 2014 and 2013, respectively. The amount of interest recognized as tax expense related to uncertain tax positions in the consolidated statements of income was $0.3 million and $0.4 million for the years ended December 31, 2014 and 2013, respectively. | ||||||||||
Net Income Per Share | ||||||||||
Basic net income per share has been computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common equivalent shares outstanding for the period. Diluted net income per share includes any dilutive impact from outstanding stock options and the employee stock purchase plan using the treasury stock method. | ||||||||||
The following is a reconciliation of the numerator and denominators of the basic and diluted net income per share computations for the years ended December 31 (in thousands, except per share amounts): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Numerator: | ||||||||||
Net income | $ | 25,208 | $ | 10,964 | $ | 9,620 | ||||
Denominator: | ||||||||||
Weighted-average shares outstanding used to compute basic net income per share | 51,277 | 53,587 | 56,637 | |||||||
Effect of dilutive securities | 1,407 | 1,349 | 1,846 | |||||||
Weighted-average shares outstanding used to compute diluted net income per share | 52,684 | 54,936 | 58,483 | |||||||
Basic net income per share | $ | 0.49 | $ | 0.20 | $ | 0.17 | ||||
Diluted net income per share | $ | 0.48 | $ | 0.20 | $ | 0.16 | ||||
For the years ended December 31, 2014, 2013, and 2012, approximately 3,541,071, 3,378,063, and 3,280,492 shares, respectively, related to outstanding stock options were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive. In addition, for the years ended December 31, 2014, 2013, and 2012, 50,000, 50,171, and 118,046 shares, respectively, subject to performance conditions were excluded from the calculation of diluted net income per share because the performance criteria had not been met. | ||||||||||
Segment Information | ||||||||||
The Company operates in two segments (refer to Note 20). | ||||||||||
Reclassifications | ||||||||||
The Company reclassified approximately $0.4 million of deferred tax balances as of December 31, 2013 to conform to the current year presentation, as permitted by the optional retrospective presentation provisions of Accounting Standards Update (ASU) 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists”. These reclassifications had no effect on prior years’ net income or stockholders’ equity. | ||||||||||
The Company revised its December 31, 2013 consolidated balance sheet and consolidated statement of cash flows by reducing accounts receivable and increasing prepaid expenses and other current assets by $0.2 million to conform to the current year presentation, and reclassified $0.5 million in accrued liabilities to accounts payable to conform to the current year presentation. In addition, the Company revised its consolidated statement of income for the year ended December 31, 2013 by reducing sales and marketing expense and increasing research and development expense by $0.6 million for costs incurred related to pre-market research activities. | ||||||||||
Accounting Standards Updates | ||||||||||
Recently Effective Accounting Standards. In March of 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in the ASU clarify that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should generally be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, similar tax loss, or tax credit carryforward, with certain limited exceptions. The amendments were effective for the Company beginning January 1, 2014 and they have been applied since the first quarter of 2014. The Company also has retrospectively applied the guidance to deferred tax and unrecognized tax benefit amounts as of December 31, 2013, as retrospective application is optional but not required – see Reclassifications above. The adoption of this ASU had an immaterial impact on consolidated deferred tax balances as of December 31, 2014 and 2013. | ||||||||||
Accounting Standards Issued and Not Yet Effective. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09), which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for the Company’s fiscal year beginning January 1, 2017, with early application not permitted. The Company is in the process of determining what impact, if any, the adoption of ASU 2014-09 will have on its financial statements and related disclosures. The standard permits the use of either the full retrospective or modified retrospective transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | ||||||||||
Available_For_Sale_Investments
Available For Sale Investments | 12 Months Ended |
Dec. 31, 2014 | |
Available For Sale Investments [Abstract] | |
Available For Sale Investments | Note 2 — Available-for-Sale Investments |
The Company realized $0.1 million in losses related to the maturity of its Italian state bonds for the year ended December 31, 2013 which were reclassified out of accumulated other comprehensive income and included in non-operating expenses. | |
The Company’s certificate of deposit for $0.1 million included in short-term investments as of December 31, 2014 and 2013, secures the Company’s letter of credit required under its European value-added tax filing arrangements. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||
Fair Value Measurements | Note 3 — Fair Value Measurements | |||||||||||||
The following tables represent the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||
Fair Value Measurements as of December 31, 2014 Using | ||||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets | Other | Significant | ||||||||||||
for | Observable | Unobservable | Balance | |||||||||||
Identical Assets | Inputs | Inputs | as of | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 31-Dec-14 | ||||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | ||||||
Money market funds | 19,678 | — | — | 19,678 | ||||||||||
Total | $ | 19,678 | $ | 75 | $ | — | $ | 19,753 | ||||||
Fair Value Measurements as of December 31, 2013 Using | ||||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets | Other | Significant | ||||||||||||
for | Observable | Unobservable | Balance | |||||||||||
Identical Assets | Inputs | Inputs | as of | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 31-Dec-13 | ||||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | ||||||
Money market funds | 28,262 | — | — | 28,262 | ||||||||||
Total | $ | 28,262 | $ | 75 | $ | — | $ | 28,337 | ||||||
The following table provides a summary of changes in fair value of the Company’s level 3 liability during fiscal 2012 (in thousands): | ||||||||||||||
Contingent | ||||||||||||||
Consideration | ||||||||||||||
Balance as of January 1, 2012 | $ | 15,400 | ||||||||||||
Change in the estimated fair value of the contingent consideration liability | -15,422 | |||||||||||||
Translation adjustments | 22 | |||||||||||||
Balance as of December 31, 2012 | $ | — | ||||||||||||
Contingent Consideration | ||||||||||||||
As part of the acquisition of NovaMed which occurred on April 18, 2011, the Company would have been required to pay up to an additional $43.0 million in earn-out payments on the successful achievement of revenue and earnings targets for the 2011 and 2012 fiscal years (the “earn out” or “contingent consideration”). | ||||||||||||||
The earn-out period ended on December 31, 2012 with none of the targets met. Through September 30, 2012, the Company used the assistance of a third-party valuation expert to estimate the fair value of the contingent consideration using a Monte Carlo simulation model. The fair value of the contingent consideration was remeasured each period, and changes to the fair value were recorded as expense or gains. As of December 31, 2012, the Company estimated the fair value of the contingent consideration to be $0, given none of the performance targets were met, resulting in a non-cash gain of $15.4 million for the year ended December 31, 2012. The Company subsequently settled various matters with the former stockholders of NovaMed, confirming among other things, that the Company had no liability for earn-out contingent payments. | ||||||||||||||
Inventories
Inventories | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Inventories [Abstract] | |||||||
Inventories | Note 4 — Inventories | ||||||
Inventories consisted of the following (in thousands): | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Raw materials | $ | 5,009 | $ | 7,746 | |||
Work in progress | 761 | 319 | |||||
Finished goods | 4,933 | 7,173 | |||||
Total | $ | 10,703 | $ | 15,238 | |||
As of December 31, 2014 and 2013, the Company had $3.1 million and $2.4 million, respectively, in net inventory held at distributors related to products sold by its NovaMed subsidiary. | |||||||
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property And Equipment [Abstract] | |||||||
Property And Equipment | Note 5 — Property and Equipment | ||||||
Property and equipment consisted of the following (in thousands): | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Construction in process | $ | 30 | $ | 143 | |||
Office equipment | 2,059 | 1,406 | |||||
Leasehold improvements | 791 | 1,518 | |||||
Office furniture and fixtures | 1,463 | 606 | |||||
Software | 763 | 212 | |||||
Vehicle | 70 | 68 | |||||
5,176 | 3,953 | ||||||
Less accumulated depreciation | -3,328 | -3,110 | |||||
Net property and equipment | $ | 1,848 | $ | 843 | |||
Depreciation expense was $0.9 million, $0.9 million, and $0.6 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||
Loans_Receivable
Loans Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Loans Receivable [Abstract] | |
Loans Receivable | Note 6 — Loans Receivable |
As part of the Company’s May 2013 license and supply agreement with Zensun (Shanghai) Science & Technology Co. Ltd (“Zensun”), the Company previously agreed to loan up to $12 million to Zensun. The entry into the license and supply agreement in the second quarter of 2013, pursuant to which the Company licensed the exclusive rights to promote, market, distribute, and sell NeucardinTM, a chronic heart failure product under development by Zensun (such rights licensed for the People’s Republic of China, Hong Kong and Macao) is more fully described in Note 18. | |
Pursuant to its agreement to loan funds, the Company loaned $4.75 million to Zensun in the second half of 2014. The extension of credit and funding to Zensun was accomplished through two of the Company's subsidiaries, SciClone Pharmaceuticals International China Holding Ltd. (“SPIL China”) and SciClone Pharmaceuticals (China) Ltd. (“SciClone China”). | |
With respect to lender SPIL China, Zensun can request US-dollar denominated borrowings up to $11.75 million. As of December 31, 2014, borrowings totaling $4.5 million had been requested by Zensun and paid by SPIL China with $2.25 million lent in the third quarter of 2014 and $2.25 million lent in the fourth quarter of 2014. These borrowings bear interest at a fixed rate of 7.5% per annum payable annually in arrears at each interest payment date as defined in the overall loan agreement. These borrowings mature on September 26, 2017, with an option electable by Zensun to extend for two additional years provided certain conditions are met. All outstanding balances must be repaid by the maturity date, with prepayments permitted without penalty upon prior notice. | |
With respect to lender SciClone China, Zensun can make RMB-denominated borrowings for up to RMB 1,550,000 using an entrustment mechanism with a bank as an intermediary. In the third quarter of 2014, SciClone China entered into an entrusted loan agreement for RMB 1,550,000 (approximately US$250,000 as of December 31, 2014) with Zensun, using a major Chinese bank as the lending agent. SciClone China is the principal and ultimately bears the credit risk, not the bank. The loan bears interest at a fixed rate of 7.5% per annum and Zensun is subject to obligations of the borrower as specified in the loan agreements. The loan term is sixty-six months. All outstanding principal and interest balances must be repaid by the maturity date, with prepayments permitted without penalty upon prior notice. | |
The proceeds of the separate but related loans are to be used for working capital and general corporate purposes by Zensun. To secure the loans, Zensun pledged its entire equity interest in its subsidiary, Shanghai Dongxin Biochemical Technology Co. Ltd. (whose assets include real property) to SPIL China. | |
Management, on the basis of (i) a creditworthiness evaluation using recent Zensun financial information, (ii) consideration of the market value of the pledged security, and (iii) consideration of Zensun’s compliance with the terms of the loans and timely payment of interest, concluded there were no indications of loan impairment at December 31, 2014; accordingly, there is no allowance for losses. | |
The two loans are included in “other assets” on the Company’s consolidated balance sheet as of December 31, 2014. Interest income on the loans amounted to $0.1 million for the year ended December 31, 2014 and is included in interest and investment income in the statement of operations. The Company estimates the fair value of the loans receivable approximates $5.2 million as of December 31, 2014, based upon prevailing market rates of interest as published by major Chinese banks. | |
Net_Intangible_Assets
Net Intangible Assets | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Net Intangible Assets | Note 7 — Net Intangible Assets |
As part of the acquisition of NovaMed, the Company recorded intangible assets related to promotion and distribution contract rights that were included in the Company’s China segment. During the third quarter of 2012, the Company identified impairment indicators related to the intangible assets. The Company determined that the undiscounted cash flows estimated to be generated by the intangible assets were less than the carrying amounts. The Company further performed a discounted cash flow analysis related to the intangible assets and recorded a full impairment charge, as the estimated fair value was determined to be zero. As a result, the Company recognized a non-cash impairment loss of approximately $42.7 million on its consolidated statement of operations for the year ended December 31, 2012. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value (see Note 1). The significant Level 3 unobservable inputs used in the fair value measurement of the intangible assets were estimates of projected revenues and earnings, a discount rate of approximately 20%, and assumptions regarding the probability of renewal of the customer contracts. Significant changes in the estimated revenues and earnings would have resulted in adjustments in the fair value measurement. A change in the renewal probability rates of the customer contracts would have also resulted in a significant change in the fair value measurement. | |
Acquired promotion and distribution contract intangible assets were being amortized on a straight-line basis over 13.5 years, based on their estimated useful life. Amortization expense was $0, $0, and $2.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Goodwill
Goodwill | 12 Months Ended | ||
Dec. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | Note 8 — Goodwill | ||
The following table represents the changes in goodwill for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||
Balance as of January 1, 2012 | $ | 33,868 | |
Translation adjustments | 445 | ||
Balance as of December 31, 2012 | $ | 34,313 | |
Translation adjustments | 1,044 | ||
Balance as of December 31, 2013 | $ | 35,357 | |
Translation adjustments | -836 | ||
Balance as of December 31, 2014 | $ | 34,521 | |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Accrued Liabilities [Abstract] | |||||||
Accrued Liabilities | Note 9 — Accrued Liabilities | ||||||
The following is a summary of accrued liabilities (in thousands): | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Accrued sales and marketing expenses | $ | 5,383 | $ | 6,419 | |||
Accrued taxes, tax reserves and interest | 5,208 | 5,029 | |||||
Accrued compensation and benefits | 4,176 | 3,475 | |||||
Accrued professional fees | 1,819 | 1,601 | |||||
Accrued manufacturing costs | 95 | 1,617 | |||||
Accrued estimated SEC and DOJ investigation loss (Note 19) | 2,000 | 2,000 | |||||
Accrued license fee | 1,000 | — | |||||
Other | 855 | 797 | |||||
Total | $ | 20,536 | $ | 20,938 | |||
Escrow_Settlement_Agreement
Escrow Settlement Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Escrow Settlement Agreement [Abstract] | |
Escrow Settlement Agreement | Note 10 — Escrow Settlement Agreement |
On October 16, 2012, the Company made a claim against the former stockholders of NovaMed pursuant to the acquisition agreement relating to its acquisition of NovaMed. As a result of the Company’s claim, approximately $1.4 million in cash that was held in escrow and 622,363 shares of the Company’s common stock that were held in escrow were not released to the former NovaMed stockholders pending the outcome of the Company’s claim. The claim related to damages the Company incurred as a result of misrepresentations made by NovaMed regarding various matters, including the estimated product return reserves for Aggrastat product on the date of the acquisition, and related expenses and damages. On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a “Confidential Escrow Settlement Agreement” pursuant to which the Company retained approximately $0.8 million in cash and 342,300 shares of its common stock, having a combined value of approximately $2.6 million on the settlement date that was recorded to other income during the year ended December 31, 2013. As of December 31, 2013, the Company has canceled and retired the shares. | |
Commitments
Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments [Abstract] | |||||
Commitments | Note 11 — Commitments | ||||
Purchase Obligations | |||||
Under agreements with certain of the Company’s pharmaceutical partners, the Company is committed to certain annual minimum product purchases where the contract is subject to termination if the annual minimum order is not met. As of December 31, 2014, the Company did not have any material unmet purchase obligations. | |||||
Leases | |||||
In May 2007, the Company entered into a non-cancelable operating lease agreement for its corporate headquarters ("the Lease”) effective from July 1, 2007 through June 30, 2014. In September 2008, the Company entered into an amendment to the Lease for additional office space (“the Amendment”) that expired on June 30, 2014. Both the Lease and Amendment contained rent escalations of approximately 4% and 6% per year, respectively. In December 2013, the Company entered into a second amendment to the Lease extending the term of the lease for an additional four years through June 30, 2018, with an option to renew for an additional five year period. Beginning on July 1, 2014, the second amendment reduced the amount of leased office space from approximately 21,517 square feet leased to approximately 11,886 square feet. It also reduced the monthly base rent of $120,824 to $51,704 in the first year, with rent escalations of approximately 3% per year. In addition, the Company received a rent abatement for the first four months of the extended lease term. | |||||
The Company is recognizing the rental expense on a straight-line basis over the lease term. Under the terms of the Lease and the Amendment, the Company was provided allowances in the amounts of approximately $0.2 million and $0.5 million, respectively, towards the cost of its leasehold improvements and as an incentive to rent, respectively. The Company has recorded these allowances as deferred rent which is being amortized over the lease term as a reduction of rent expense. The Lease requires the Company to pay insurance and taxes and its pro-rata share of operating expenses. | |||||
In June 2014, the Company entered into a non-cancelable operating lease agreement for its primary office space in China (“the China Lease”) for a fixed lease term from October 15, 2014 through April 14, 2018, with options to renew for an additional two years. The Company is recognizing the rental expense on a straight-line basis over the lease term. The leases require the Company to pay insurance and its pro-rata share of operating expenses. | |||||
The Company also leases other office facilities and equipment outside the US under non-cancelable operating lease agreements. Through May 2014, the Company also subleased certain office facilities to a third party. Rent expense for the years ended December 31, 2014, 2013, and 2012, was $2.2 million, $2.9 million, and $2.9 million, respectively, net of sublease income. Future minimum lease payments under non-cancelable facility and equipment operating lease agreements as of December 31, 2014, were as follows (in thousands): | |||||
Minimum Lease | |||||
Year ended: | Payments | ||||
2015 | $ | 2,290 | |||
2016 | 1,931 | ||||
2017 | 1,629 | ||||
2018 | 619 | ||||
2019 | — | ||||
$ | 6,469 | ||||
Credit_Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2014 | |
Credit Facilities [Abstract] | |
Credit Facilities | Note 12 — Credit Facilities |
Credit Facility | |
In December 2013, the Company’s subsidiary, NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed Shanghai”) entered into a 10.0 million RMB revolving line of credit facility (approximately $1.6 million USD) and a maximum 15.0 million RMB loan facility (approximately $2.4 million USD) with Shanghai Pudong Development Bank Co. Ltd. (“the Credit Facility”) that was secured by its accounts receivable. The Credit Facility bore interest on borrowed funds at the People’s Bank of China 6-month base rate plus 15% (6.44% in 2014 and 2013) on outstanding balances. The Credit Facility expired November 30, 2014, and all amounts borrowed were repaid by the expiration date. For the year ended December 31, 2014, the Company paid interest of approximately $48,000 related to the Credit Facility. | |
Loan Agreement | |
The Company’s 2012 loan agreement for 12.5 million RMB (approximately $2.0 million) with Shanghai Pudong Development Bank Co. Ltd. expired August 29, 2013. All amounts borrowed were repaid by the expiration date. The loan bore interest on borrowed funds at 7.5%. For the years ended December 31, 2013 and 2012, the Company paid interest of approximately $81,000 and $11,000, respectively, related to this loan agreement. | |
Restructuring_Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2014 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Note 13 — Restructuring Charges |
In December 2013, the Company announced a plan to significantly reduce its workforce by approximately 175 employees, from approximately 650 full-time employees, primarily in sales and marketing that were included in the Company's China segment. The restructuring was decided as a result of the non-renewal of the Company’s distribution agreement with Sanofi as of December 31, 2013. The decision resulted in severance-related charges of approximately $1.2 million recognized to restructuring expense in the consolidated statement of income for the year ended December 31, 2013. As of December 31, 2014, the Company had paid all but an insignificant portion of the restructuring related charges. | |
In March 2012, the Company implemented a reduction in its workforce of 11 full-time employees, primarily in research and development that were included in the Company’s Rest of the World (including the US and Hong Kong) segment. The restructuring followed the discontinuation of the Company’s SCV-07 phase 2b clinical trial. The reduction in workforce resulted in severance-related charges of approximately $1.1 million recognized to restructuring expense in the consolidated statement of income for the year ended December 31, 2012. As of December 31, 2013, the Company had completed its SCV-07 restructuring activities. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Income Taxes | Note 14 — Income Taxes | |||||||||
The Company recorded income tax provision (benefit) of $1.2 million, $2.2 million, and ($3.3) million, for the years ended December 31, 2014, 2013, and 2012, respectively, related to its operations in China. The Company’s statutory tax rate in China was 25% in 2014, 2013 and 2012. The Company has not recorded any significant US federal or state income taxes for the years ended December 31, 2014, 2013, and 2012. Undistributed earnings of the Company’s foreign subsidiaries that are considered to be indefinitely reinvested outside the US and for which no US taxes have been provided amounted to approximately $138.3 million as of December 31, 2014. Upon distribution of those earnings, the Company may be subject to US federal and state income taxes, although determining the amount is not practicable as it is dependent on a variety of factors, including but not limited to the amounts of US tax loss carryforwards and tax credit carryforwards available at the time of the repatriation. Based on our current operating plan, the Company does not anticipate the need to repatriate cash and cash equivalents held by foreign subsidiaries in the foreseeable future. Should circumstances change and it becomes apparent that some or all of the undistributed earnings will be remitted, the Company will accrue for income taxes not previously recognized. | ||||||||||
The domestic and foreign components of income (loss) before provision (benefit) for tax for the years ended December 31 are as follows (in thousands): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Domestic | $ | -8,496 | $ | -17,168 | $ | -11,541 | ||||
Foreign | 34,873 | 30,374 | 17,813 | |||||||
Pre-tax income | $ | 26,377 | $ | 13,206 | $ | 6,272 | ||||
A reconciliation of tax at the statutory federal income tax rate of 34% to the actual tax provision (benefit) for the years ended December 31 is as follows (in thousands): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at federal statutory rate | $ | 8,968 | $ | 4,490 | $ | 2,132 | ||||
Foreign income tax at different rates | -10,788 | -8,383 | -10,405 | |||||||
Taxable dividend from foreign subsidiary | — | — | 11,900 | |||||||
Uncertain tax positions accrual | 127 | 297 | 999 | |||||||
Change in valuation allowance | 2,672 | 5,254 | -7,945 | |||||||
Stock-based compensation | 2 | -87 | -41 | |||||||
Non deductible expenses | 189 | 670 | 11 | |||||||
Other | -1 | 1 | 1 | |||||||
Income tax provision (benefit) | $ | 1,169 | $ | 2,242 | $ | -3,348 | ||||
The provision (benefit) for income taxes for the years ended December 31 consisted of the following (in thousands): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Federal | $ | — | $ | — | $ | — | ||||
State | 1 | 1 | 1 | |||||||
Foreign | 1,489 | 2,032 | 3,445 | |||||||
Total current | 1,490 | 2,033 | 3,446 | |||||||
Federal | — | — | — | |||||||
State | — | — | — | |||||||
Foreign | -321 | 209 | -6,794 | |||||||
Total deferred | -321 | 209 | -6,794 | |||||||
Income tax provision (benefit) | $ | 1,169 | $ | 2,242 | $ | -3,348 | ||||
During the year ended December 31, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded a charge of $42.7 million to recognize the full impairment of the assets. The Company recorded an income tax benefit of $6.8 million due to the impairment of the intangible assets as a result of the reversal of the deferred tax liabilities associated with the intangible assets. | ||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | ||||||||||
Significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows (in thousands): | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carryforwards | $ | 37,513 | $ | 33,654 | ||||||
Research and development credit carryforwards | 10,615 | 10,498 | ||||||||
Intangibles | 395 | 337 | ||||||||
Other | 2,527 | 2,867 | ||||||||
Gross deferred tax assets | 51,050 | 47,356 | ||||||||
Valuation allowance | -50,724 | -47,350 | ||||||||
Total deferred tax assets | 326 | 6 | ||||||||
Deferred tax liabilities: | ||||||||||
Other | — | — | ||||||||
Total deferred tax liabilities | — | — | ||||||||
Net deferred tax assets | $ | 326 | $ | 6 | ||||||
Realization of deferred tax assets is dependent upon the Company generating future taxable income, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been largely offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $3.4 million, $4.4 million, and ($7.7) million in the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||
As of December 31, 2014, the Company had federal net operating loss carryforwards of approximately $110.3 million that expire in the years 2020 through 2034, and federal research and development, orphan drug and investment tax credit carryforwards of approximately $12.2 million that expire in the years 2018 through 2034. As of December 31, 2014, the Company had state net operating loss carryforwards of approximately $26.9 million that expire in the years 2015 through 2030, if not utilized, and state research and development tax credit carryforwards of approximately $2.2 million that do not expire. Approximately $3.7 million of the valuation allowance relates to benefits associated with stock option deductions that, when recognized, will be credited directly to stockholders' equity. | ||||||||||
Utilization of the Company’s net operating loss and credit carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitation could result in the expiration of the net operating loss and credit carryforwards before utilization. | ||||||||||
As of December 31, 2014, the unrecognized tax benefit was $5.9 million, of which $2.2 million, if recognized would affect the effective tax rate, and $3.7 million, if recognized, would be offset by a change in the valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefit for the years ended December 31 is as follows (in thousands): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Balance beginning of period | $ | 6,138 | $ | 6,053 | $ | 5,715 | ||||
Tax positions related to current year: | ||||||||||
Additions for current year items | 32 | 36 | 1,050 | |||||||
Additions for prior year items | — | 88 | — | |||||||
Reductions for prior year items | -206 | -115 | -747 | |||||||
Changes for foreign currency translation | -88 | 76 | 35 | |||||||
Balance end of period | $ | 5,876 | $ | 6,138 | $ | 6,053 | ||||
Tax years 1995-2014 remain open to examination by the major US taxing jurisdictions to which the Company is subject. The Internal Revenue Service concluded its examinations of the Company’s 2011, 2009 and 2008 US federal tax returns with no additional tax assessments or proposed adjustments relating to taxable income for any years. The Company’s China operations are generally subject to examination under China tax law for a period of five years and those five years remain open for examination. Although the outcome of income tax examinations is uncertain, and the amounts ultimately paid, if any, on resolution of any issues raised by the taxing authorities may differ materially from the amounts accrued for each year, the Company does not anticipate any material change to the amount of its unrecognized tax benefits over the next 12 months. | ||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Stockholders' Equity [Abstract] | ||||||||||
Stockholders' Equity | Note 15 — Stockholders’ Equity | |||||||||
Stock Award Plans | ||||||||||
The Company’s 2005 Equity Incentive Plan (the “2005 Plan”) has reserved 13,600,000 shares of common stock for issuance. The 2005 Plan permits the grant of incentive stock options, nonstatutory stock options, restricted stock units, performance shares and other forms of equity compensation. As of December 31, 2014, approximately 2,241,000 shares of common stock were available for future issuance under the 2005 Plan. Under the 2005 Plan, options are exercisable upon conditions determined by the board of directors and expire ten years from the date of grant. Options are generally granted at fair market value on the date of grant and vest over time, generally four years, or on achievement of certain performance conditions. See Stock-Based Compensation. | ||||||||||
The Company’s 2004 Outside Directors Stock Option Plan (the “2004 Director Plan”) had reserved 1,765,000 shares of common stock for issuance. The 2004 Director Plan automatically granted nonqualified stock options to nonemployee directors on their appointment or first election to the Company’s board of directors (“Initial Grant”) and annually on their reelection to the board of directors at the Company’s Annual Meeting of Stockholders (“Annual Grant”). Under the 2004 Director Plan, options were granted at fair market value on the date of grant and expire ten years from the date of grant. Initial Grants become exercisable in three equal annual installments beginning on the first anniversary of the date of grant, and Annual Grants become exercisable in twelve equal monthly installments from the date of grant, subject in each case to the director’s continuous service on the Company’s board of directors. As of December 31, 2014, no shares of common stock were available for future issuance under the 2004 Director Plan. Although the 2004 Director Plan has expired, the outstanding stock options relating to it are fully valid. | ||||||||||
Certain stock option awards are subject to accelerated vesting if there is a change in control. | ||||||||||
The Company issues new shares on exercise, for release of restricted stock units, and for issuance of stock under its employee stock ownership plan. | ||||||||||
Stock-Based Compensation | ||||||||||
The following table summarizes the stock-based compensation expenses included in the Company’s consolidated statements of income (in thousands): | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Sales and marketing | $ | 1,031 | $ | 1,113 | $ | 1,169 | ||||
Research and development | 104 | 122 | 212 | |||||||
General and administrative | 2,330 | 2,772 | 2,516 | |||||||
$ | 3,465 | $ | 4,007 | $ | 3,897 | |||||
Compensation cost capitalized in inventory was approximately $0.1 million for the years ended December 31, 2014, 2013, and 2012. There has been no income tax benefit recognized in the income statement for share-based compensation arrangements. | ||||||||||
Valuation Assumptions | ||||||||||
The fair value of awards granted under the Company’s stock option and ESPP plans is estimated on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for the years ended December 31: | ||||||||||
2014 | 2013 | 2012 | ||||||||
Risk-free interest rate: | ||||||||||
Time-based stock options | 1.61 | % | 1.02 | % | 0.92 | % | ||||
Performance-based stock options | N/A | 1.22 | 0.96 | |||||||
ESPP | 0.04 | 0.06 | 0.09 | |||||||
Volatility factor of the market price of the Company's common stock: | ||||||||||
Time-based stock options | 57.96 | % | 64.12 | % | 63.79 | % | ||||
Performance-based stock options | N/A | 63.20 | 63.66 | |||||||
ESPP | 42.50 | 37.36 | 56.79 | |||||||
Weighted-average expected life (years): | ||||||||||
Time-based stock options | 5.00 | 5.10 | 5.21 | |||||||
Performance-based stock options | N/A | 5.04 | 5.22 | |||||||
ESPP | 0.25 | 0.25 | 0.25 | |||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||
The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s history and expectations of no dividend payouts. Expected volatility is based on the historical volatility of the Company’s stock. The expected term of options granted is derived from historical data on employee exercises and terminations. | ||||||||||
Stock Options | ||||||||||
The following table summarizes stock option activity as of December 31, 2014, 2013 and 2012, and changes during the years then ended are presented below (in thousands, except per share and term amounts): | ||||||||||
Options Outstanding | ||||||||||
Weighted- | Weighted- | |||||||||
Average | Average | |||||||||
Number | Exercise | Remaining | Aggregate | |||||||
of | Price Per | Contractual | Intrinsic | |||||||
Shares | Share | Term (Years) | Value | |||||||
Balance as of January 1, 2012 | 6,915 | $ | 3.46 | 6.98 | $ | 8,130 | ||||
Options forfeited | -1,536 | 5.13 | ||||||||
Options granted | 1,889 | 6.14 | ||||||||
Options exercised | -1,270 | 2.66 | ||||||||
Balance as of December 31, 2012 | 5,998 | $ | 4.05 | 6.06 | $ | 5,575 | ||||
Options forfeited | -966 | 5.45 | ||||||||
Options granted | 1,637 | 4.76 | ||||||||
Options exercised | -574 | 2.82 | ||||||||
Balance as of December 31, 2013 | 6,095 | $ | 4.14 | 5.66 | $ | 7,199 | ||||
Options forfeited | -705 | 5.10 | ||||||||
Options granted | 1,740 | 4.85 | ||||||||
Options exercised | -1,233 | 4.43 | ||||||||
Balance as of December 31, 2014 | 5,897 | $ | 4.17 | 6.08 | $ | 27,066 | ||||
Vested and expected to vest after December 31, 2014 | 5,445 | $ | 4.11 | 5.84 | $ | 25,342 | ||||
Exercisable as of December 31, 2014 | 3,397 | $ | 3.60 | 4.09 | $ | 17,537 | ||||
During 2013, the Company extended the period in which two of the Company’s board members could exercise their outstanding vested stock options following the cessation of their service to the Company from ninety days to the second anniversary of the date of cessation of service which was on June 27, 2013. The Company recorded expense of approximately $0.2 million for the year ended December 31, 2013 related to these modifications. In addition, the Company extended the period in which two former employees of the Company could exercise their outstanding vested stock options following the cessation of their service to the Company from ninety days to the one year anniversary of the date of cessation of their services. The Company recorded expense of approximately $0.1 million for the year ended December 31, 2013 related to these modifications. | ||||||||||
The Company has granted certain performance-based options to purchase shares of the Company’s common stock at an exercise price equal to the closing price of a share of the Company’s common stock as of the grant date. The options will fully vest on meeting a performance goal within an established time frame. If the performance goal is met for the option within the established time frame, the option generally has a ten-year term measured from the date of grant. If the performance goal is not met within the established time frame, the option expires in its entirety. The Company recognizes expense related to a performance-based option over the period of time the Company determines that it is probable that the performance goal will be achieved. If it is subsequently determined that the performance goal is not probable of achievement, the expense related to the performance-based option is reversed. For years ended December 31, 2014, 2013, and 2012, the Company recognized approximately $0.1 million, $39,000, and $36,000, respectively, of expense related to performance-based options. | ||||||||||
The weighted-average fair value of stock options granted for the years ended December 31, 2014, 2013, and 2012 was $2.43, $2.56, and $3.36, respectively. The intrinsic value of options at time of exercise was $2.4 million, $1.3 million, and $4.5 million, for the years ended December 31, 2014, 2013, and 2012, respectively. The estimated fair value of options vested for the years ended December 31, 2014, 2013, and 2012 was $3.2 million, $3.8 million, and $4.1 million, respectively. As of December 31, 2014, unamortized compensation expense related to unvested options was approximately $4.4 million, net of forfeitures. The weighted average period over which compensation expense related to these options will be recognized is approximately 2.58 years. Cash received from stock option exercises was $5.5 million, $1.6 million, and $3.4 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||
RSUs | ||||||||||
The following table summarizes RSU activity as of December 31, 2014, 2013 and 2012 and changes during the years then ended are presented below (in thousands): | ||||||||||
Restricted Stock Units | ||||||||||
Outstanding | ||||||||||
Number | Aggregate | |||||||||
of | Intrinsic | |||||||||
Shares | Value | |||||||||
Balance as of January 1, 2012 | 177 | $ | 758 | |||||||
Awarded | 190 | |||||||||
Vested/Released | -47 | |||||||||
Forfeited | -60 | |||||||||
Balance as of December 31, 2012 | 260 | $ | 1,121 | |||||||
Awarded | 170 | |||||||||
Vested/Released | -39 | |||||||||
Forfeited | -23 | |||||||||
Balance as of December 31, 2013 | 368 | $ | 1,857 | |||||||
Awarded | 7 | |||||||||
Vested/Released | -212 | |||||||||
Forfeited | -4 | |||||||||
Balance as of December 31, 2014 | 159 | $ | 1,393 | |||||||
Vested and expected to vest after December 31, 2014 | 140 | $ | 1,222 | |||||||
Exercisable as of December 31, 2014 (Vested and deferred) | — | — | ||||||||
The RSUs generally vest 25% approximately one year after grant date with the remaining shares vesting either approximately annually or quarterly in equal installments over a three-year period, depending on the terms of the grant. The weighted average fair value at grant date of the RSUs was $4.52, $4.98, and $6.49 for the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, there was approximately $0.3 million of unrecognized compensation cost, net of forfeitures, related to non-vested RSUs, which is expected to be recognized over a weighted average remaining period of approximately 1.28 years. | ||||||||||
Employee Stock Purchase Plan | ||||||||||
As of December 31, 2014, 1,300,000 shares of the Company’s common stock are reserved for issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). Under the terms of the ESPP, eligible employees may choose to have up to 15% of their salary withheld to purchase the Company's common stock and may purchase up to 1,000 shares per offering period. Each offering under the ESPP is for a three-month period. The purchase price of the stock issued under the ESPP will be equal to 85% of the lower of the fair market value of a share of common stock on the first day of the offering or on the final day of the offering period. As of December 31, 2014, 456,819 shares of common stock were available for issuance under the ESPP. | ||||||||||
Repurchase of Common Stock | ||||||||||
In July 2014, the Company’s Board of Directors approved an increase of $15.0 million to the existing $50.5 million share repurchase program initiated in October 2011, bringing the total authorized under the program since inception to approximately $65.5 million. In addition, the Board of Directors approved extending the repurchase program through December 31, 2015. The Company repurchased and retired 3,822,434, 2,404,034, and 4,709,651 shares at a cost of $24.4 million, $12.5 million, and $24.8 million during the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, $0.3 million of the $65.5 million share repurchase program authorized by the Board was available for future share repurchases. | ||||||||||
Repurchased shares have been retired and constitute authorized but unissued shares. Upon repurchase, the Company eliminates the par value associated with the retired shares, and the excess price of the repurchase above par value is charged to retained earnings (accumulated deficit). | ||||||||||
Stockholder Rights Agreement | ||||||||||
On December 18, 2006, the Company’s Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (collectively, the “Rights”) for each outstanding share of the Company’s Common Stock, each Right which entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company’s Series D Preferred Stock, $0.001 par value, at a price of $25.00 pursuant to a Rights Agreement dated as of December 19, 2006, between the Company and Mellon Investor Services LLC (the “Rights Agreement”). The Rights, which will initially trade with the Common Stock, become exercisable when a person or group acquires 15% or more of the Company’s Common Stock without prior board approval. In that event, the Rights permit the Company’s stockholders, other than the acquirer, to purchase the Company’s Common Stock having a market value of twice the exercise price of the Rights, in lieu of the Preferred Stock. Alternatively, when the Rights become exercisable, the Company’s Board of Directors may authorize the issuance of one share of the Company’s Common Stock in exchange for each Right that is then exercisable. In addition, in the event of certain business combinations, the Rights permit the purchase of the Common Stock of an acquirer at a 50% discount. Rights held by the acquirer will become null and void in each case. Prior to a person or group acquiring 15%, the Rights can be redeemed for $0.001 each by action of the Board. The Rights Agreement contains an exception to the 15% ownership threshold for shares currently beneficially owned by Sigma-Tau Finanziaria S.p.A. The Rights expire on December 19, 2016. The Rights Agreement includes a requirement that a committee of independent directors evaluate the Rights Agreement at least every three years. | ||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||
Accumulated Other Comprehensive Income (Loss) | Note 16 — Accumulated Other Comprehensive Income (Loss) | |||||||||
Changes in the composition of accumulated other comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | ||||||||||
Foreign | ||||||||||
Currency | Available-for-Sale | |||||||||
Translation | Investments | Total | ||||||||
Balances as of January 1, 2012 | $ | 2,430 | $ | -86 | $ | 2,344 | ||||
Other comprehensive income | 625 | 19 | 644 | |||||||
Balances as of December 31, 2012 | 3,055 | -67 | 2,988 | |||||||
Other comprehensive income (loss) before reclassifications | 1,121 | -4 | 1,117 | |||||||
Amounts reclassified out of accumulated other comprehensive income (loss) to other income (expense), net | — | 71 | 71 | |||||||
Net other comprehensive income | 1,121 | 67 | 1,188 | |||||||
Balances as of December 31, 2013 | 4,176 | — | 4,176 | |||||||
Other comprehensive loss | -912 | — | -912 | |||||||
Balances as of December 31, 2014 | $ | 3,264 | $ | — | $ | 3,264 | ||||
401k_Plan
401k Plan | 12 Months Ended |
Dec. 31, 2014 | |
401k Plan [Abstract] | |
401k Plan | Note 17 — 401(k) Plan |
The Company has a pre-tax savings plan covering most US employees, which qualifies under Section 401(k) of the Internal Revenue Code. Under the plan, eligible employees may contribute a portion of their pre-tax salary, subject to certain limitations. The Company contributes and matches 50% of the employee contributions. Company contributions, which can be terminated at the Company's discretion, were approximately $0.1 million, $0.2 million, and $0.2 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |
Licensing_Agreements
Licensing Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Licensing Agreements [Abstract] | |
Licensing Agreements | Note 18 — Licensing Agreements |
The Medicines Company | |
In December 2014, the Company entered into a strategic partnership for two cardiovascular products in China. The partnership includes an agreement granting SciClone a license and the exclusive rights in China to promote two products of The Medicines Company including Angiomax® (bivalirudin) for Injection for which a Phase 3 registration trial was completed in China and is currently under review by the China Food and Drug Administration for marketing approval, and Cleviprex® (clevidipine) Injectable Emulsion, for which a clinical trial application (CTA) for China was filed in 2013. Under the terms of the agreement, SciClone will be responsible for all aspects of commercialization, including pre-and post-launch activities, for both products in the China market (excluding Hong Kong and Macao). SciClone has also agreed to participate in the China registration process for both products. Financial terms of the agreement, in addition to net sales royalties payable to The Medicines Company, include the following additional payments to The Medicines Company: an upfront payment; a product support services fee; and regulatory/commercial success milestone payments of up to an aggregate of $50.5 million. | |
Zensun | |
On May 13, 2013, the Company, through a designated affiliate, entered into a framework agreement with Zensun for the exclusive promotion, marketing, distribution and sale of NeucardinTM in China, Hong Kong and Macao. Neucardin is a novel, first-in-class therapeutic for the treatment of patients with intermediate to advanced heart failure, for which a New Drug Application was submitted to and accepted for review by the China Food and Drug Administration (“CFDA”) in 2012. The China food and Drug Administration informed Zensun in 2014 that its Phase 2 clinical study data is insufficient, and has asked Zensun to submit a New Drug Application once the ongoing Phase 3 clinical study reaches its endpoints. | |
The Zensun framework agreement provides the principal terms of the arrangement and the two parties have also entered into a supplemental license and supply agreement. | |
Subject to certain conditions, the Company has agreed to make payments of up to $18.5 million to Zensun, consisting of an upfront payment amount and further amounts on the achievement of certain milestones, including the approval of a new drug application for Neucardin™, the granting of a manufacturing license, good manufacturing practices certificate and drug approval number in China. The Company has agreed under certain conditions to make milestone payments to Zensun of $10 million if approval is received for a new device to deliver Neucardin™ and up to $25 million if approval is received for the use of Neucardin™ in additional indications. | |
Zensun will be responsible for manufacture of the product and the Company has agreed to purchase the product exclusively from Zensun for the duration of the agreement. | |
In addition, the Company has agreed to provide a collateralized loan to Zensun of up to approximately $12.0 million. Refer to Note 6 “Loans Receivable” for further information on the loans to Zensun. | |
Taiwan Liposome Company (“TLC”) | |
In June 2013, the Company entered into an agreement with TLC granting the Company a license and the exclusive rights in China, Hong Kong and Macao to promote, market, distribute and sell ProFlow® for the treatment of peripheral arterial disease (“PAD”) and other indications. Under the terms of the agreement, TLC will be responsible for the continued development, including potential clinical trials and regulatory activities, as well as the manufacture and supply of ProFlow, and the Company will be responsible for all aspects of commercialization including pre-and post-launch activities. TLC was recently notified by the CFDA that ProFlow did not receive clinical trial approval and TLC is in the process of appealing the decision. | |
The agreement provides for the principal terms of the arrangement between SciClone and TLC, and in March 2014, the companies entered into a collaboration and license agreement. Financial terms of the agreement include clinical and regulatory milestone payments and sales milestone payments up to an aggregate of $39.5 million. | |
For the years ended December 31, 2014 and 2013, the Company recorded upfront payments totaling $11.0 million and $5.0 million, respectively, in research and development expense related to its licensing arrangements. | |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Contingencies [Abstract] | |
Contingencies | Note 19 — Contingencies |
Legal Matters | |
The Company is a party to various legal proceedings and subject to government investigations, as noted in this section below. All legal proceedings and any government investigations are subject to inherent uncertainties, unfavorable rulings or other adverse events which could occur. Unfavorable outcomes could include substantial monetary damages or awards, injunctions or other remedies, and if any of these were to occur, the possibility exists for a material adverse impact on the Company’s business, results of operations, financial position, and overall trends. The Company might also conclude that settling one or more such matters is in the best interests of its stockholders and its business, and any such settlement could include substantial payments. | |
On August 5, 2010, SciClone was contacted by the SEC and advised that the SEC has initiated a formal, non-public investigation of SciClone, and the SEC issued a subpoena to SciClone requesting a variety of documents and other information including, but not limited to, potential payments or transfers of anything of value to regulators and government-owned entities in China, bids or contracts with state or government-owned entities in China, any joint venture partner, intermediary or local agent of the Company in China, the Company's ethics and anti-corruption policies, training, and audits, and certain company financial and other disclosures. On August 6, 2010, the Company received a letter from the US Department of Justice (“DOJ”) indicating that the DOJ was investigating Foreign Corrupt Practices Act (“FCPA”) issues in the pharmaceutical industry generally, and that the DOJ had information about the Company’s practices suggesting possible violations. The Company received a further subpoena from the SEC in the fourth quarter of fiscal 2012 on additional matters including, but not limited to, matters related to its acquisition of NovaMed Pharmaceuticals, Inc. (”NovaMed”) on April 18, 2011 and FCPA matters, and certain sales and marketing expenses. | |
In response to these matters, the Company’s Board of Directors appointed a Special Committee of independent directors (the “Special Committee”) to oversee the Company’s response to the government inquiry. The Special Committee has undertaken independent investigations as to matters reflected in and arising from the SEC and DOJ investigations in order to evaluate whether any violation of the FCPA or other laws occurred. The Company will continue to cooperate fully with the SEC and DOJ in the conduct of their investigations. | |
The Company cannot predict what the outcome of those investigations will be, or the timing of any resolution. However, the Company previously determined that a payment of at least $2.0 million to the government in penalties, fines and/or other remedies is probable. Accordingly, the Company recorded $2.0 million of operating expense in its fourth quarter 2013 results of operations to reflect the Company’s estimate of a probable loss incurred related to potential penalties, fines and/or other remedies in the ongoing investigations with the SEC and DOJ. The Company has monitored developments in the investigations since that time and has not determined that any further adjustments to the estimated loss are both probable and reasonable estimable. Any actual fines or penalties that may be imposed, or other losses that may be realized related to the investigations, could materially differ and could be higher than the amount of the $2.0 million estimated loss and could materially impact the Company’s financial statements. The Company will re-assess the potential liability each quarter and may adjust its estimates accordingly in future periods if it determines that a different amount is both probable of being incurred and is reasonably estimable. | |
NovaMed was a party to a Distribution and Supply Agreement with MEDA Pharma GmbH & Co. KG (“MEDA”). Following the Company’s acquisition of NovaMed, MEDA claimed it had a right to terminate the agreement under a change of control provision. NovaMed does not believe that MEDA had a right of termination under the agreement. NovaMed filed an application for binding arbitration with the China International Economic and Trade Arbitration Commission (“CIETAC”) on July 26, 2012. On April 3, 2014, CIETAC issued the final Award of the Arbitral Tribunal. The Arbitral Tribunal found that MEDA did have a right to terminate the agreement upon a change of control, but that MEDA must make reasonable reimbursement to NovaMed before any products rights are returned to MEDA. The amount that must be paid includes $333,333 as “unjust enrichment” plus an amount for reasonable compensation for such services provided by NovaMed to MEDA. The amount of such payment for services was not determined by the Arbitral Tribunal, but was left to be determined by NovaMed. On April 30, 2014, NovaMed informed MEDA that its determination of reasonable compensation for its services was $3,314,629, including the $333,333 for unjust enrichment. MEDA made a counter offer and the parties were attempting to resolve the matter without an additional arbitration proceeding. In December 2014, NovaMed filed a “Request for Second Arbitration” with CIETAC in order to enforce its right to compensation. The arbitration case is pending with CIETAC and no hearing has taken place yet. The amount of any final payment to NovaMed remains uncertain, and as such the Company has not recognized it as a gain contingency. | |
On March 11, 2013, Adam Crum filed a derivative lawsuit, purportedly in the name of SciClone, against Friedhelm Blobel, Gary Titus, Jon Saxe, Peter Barrett, Richard Hawkins, Gregg Lapointe and Ira Lawrence in California Superior Court, San Mateo County, captioned Crum v. Blobel, et al., Case No. CIV520331. The lawsuit alleges, based on the restatement of the Company’s consolidated financial statements for the year ended December 31, 2011 and certain quarters of 2011 and 2012, that the Board of Directors and management breached their fiduciary duties to the Company by not exercising oversight in such a way that they allowed the Company to file consolidated financial statements that were materially inaccurate. Plaintiff asserts claims for breach of fiduciary duty, abuse of control and mismanagement. Plaintiff seeks, among other things, injunctive relief, disgorgement, undisclosed damages and attorneys’ fees and costs. The Company and other defendants filed motions to dismiss the complaint. The court granted the motions to dismiss but allowed plaintiff to amend the complaint. An amended complaint was filed on September 19, 2014. On October 24, 2014, the defendants filed motions to dismiss the amended complaint. On December 5, 2014, the court dismissed the lawsuit in its entirety. Plaintiff did not file an appeal and the matter is finally resolved. | |
Segment_Information_And_Geogra
Segment Information And Geographic Data | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Information And Geographic Data [Abstract] | ||||||||||||
Segment Information And Geographic Data | Note 20 — Segment Information and Geographic Data | |||||||||||
The Company reports segment information based on the internal reporting used by management for evaluating segment performance based on management’s estimates of the appropriate allocation of resources to segments. | ||||||||||||
The Company operates and manages its business primarily on a geographic basis. Accordingly, the Company determined its operating segments and reporting units, which are generally based on the nature and location of its customers, to be 1) China, and 2) Rest of the World, including the US and Hong Kong. | ||||||||||||
The Company evaluates the performance of its operating segments based on revenues and operating income (loss). Revenues for geographic segments are generally based on the location of customers. Operating income (loss) for each segment includes revenues, related cost of sales and operating expenses directly attributable to the segment. Operating income (loss) for each segment excludes non-operating income and expense. | ||||||||||||
Summary information by operating segments is as follows (in thousands): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: | ||||||||||||
China | $ | 130,311 | $ | 122,616 | $ | 152,227 | ||||||
Rest of the World (including the US and Hong Kong) | 4,479 | 4,442 | 4,042 | |||||||||
Total net revenues | $ | 134,790 | $ | 127,058 | $ | 156,269 | ||||||
Income (loss) from operations: | ||||||||||||
China | $ | 35,630 | -1 | $ | 30,557 | -2 | $ | 4,216 | -5 | |||
Rest of the World (including the US and Hong Kong) | -9,646 | -20,128 | -3 | 2,194 | -6 | |||||||
Total income from operations | $ | 25,984 | $ | 10,429 | $ | 6,410 | ||||||
Non-operating income (expense): | ||||||||||||
China | $ | 412 | $ | 233 | $ | -122 | ||||||
Rest of the World (including the US and Hong Kong) | -19 | 2,544 | -4 | -16 | ||||||||
Total non-operating income (expense) | $ | 393 | $ | 2,777 | $ | -138 | ||||||
Income (loss) before provision (benefit) for income tax: | ||||||||||||
China | $ | 36,042 | $ | 30,790 | $ | 4,094 | ||||||
Rest of the World (including the US and Hong Kong) | -9,665 | -17,584 | 2,178 | |||||||||
Total income before provision (benefit) for income tax | $ | 26,377 | $ | 13,206 | $ | 6,272 | ||||||
-1 | Operating income for the China segment for the year ended December 31, 2014 includes upfront payments totaling $11.0 million related to the Company’s licensing arrangements. | |||||||||||
-2 | Operating income for the China segment for the year ended December 31, 2013 includes upfront payments totaling $5.0 million related to the Company’s licensing arrangements and $1.2 million in restructuring charges related to the non-renewal of the Company’s promotional agreements with Sanofi. | |||||||||||
-3 | Operating loss for the Rest of the World segment includes $2.0 million of expense that the Company recorded for the year ended December 31, 2013 to reflect the Company’s estimate of a probable loss incurred related to potential penalties, fines and/or other remedies related to the SEC and DOJ ongoing investigations. | |||||||||||
-4 | Non-operating income (expense) for the Rest of the World segment for the year ended December 31, 2013 includes the escrow settlement of $2.6 million recorded to other income. | |||||||||||
-5 | The operating income for the China segment for the year ended December 31, 2012, includes the $42.7 million impairment charge for intangible assets. | |||||||||||
-6 | Operating income (loss) for the Rest of the World segment includes the change in the fair value of the contingent consideration in 2012. | |||||||||||
Long-lived assets as of December 31, 2014 by operating segment are as follows (in thousands): | ||||||||||||
China | $ | 41,092 | ||||||||||
Rest of the World (including the US and Hong Kong) | 542 | |||||||||||
Total long-lived assets | $ | 41,634 | ||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Selected Quarterly Financial Data [Abstract] | ||||||||||||||
Selected Quarterly Financial Data | Note 21 — Selected Quarterly Financial Data (unaudited) | |||||||||||||
Three Months Ended | ||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||
Product sales, net | $ | 26,064 | $ | 31,551 | $ | 33,621 | $ | 40,737 | ||||||
Promotion services revenue | 501 | 962 | 666 | 688 | ||||||||||
Cost of product sales | 4,561 | 5,011 | 6,005 | 7,425 | ||||||||||
Net income | 4,134 | 9,640 | 7,915 | 3,519 | -1 | |||||||||
Basic net income per share | $ | 0.08 | $ | 0.19 | $ | 0.16 | $ | 0.07 | ||||||
Diluted net income per share | $ | 0.08 | $ | 0.18 | $ | 0.15 | $ | 0.07 | ||||||
Three Months Ended | ||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Product sales, net | $ | 20,533 | $ | 21,683 | $ | 25,273 | $ | 31,925 | ||||||
Promotion services revenue | 9,273 | 7,609 | 9,953 | 809 | ||||||||||
Cost of product sales | 4,618 | 3,205 | 3,808 | 6,037 | ||||||||||
Net income (loss) | 4,203 | -1,983 | -2 | 8,708 | -3 | 36 | -4 | |||||||
Basic net income (loss) per share | $ | 0.08 | $ | -0.04 | $ | 0.16 | $ | 0.00 | ||||||
Diluted net income (loss) per share | $ | 0.08 | $ | -0.04 | $ | 0.16 | $ | 0.00 | ||||||
-1 | During the three months ended December 31, 2014, the Company recorded upfront payments totaling $11.0 million in research and development expense related to its licensing arrangements. | |||||||||||||
-2 | During the three months ended June 30, 2013, the Company recorded upfront payments totaling $5.0 million in research and development expense related to its licensing arrangements. | |||||||||||||
-3 | On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a “Confidential Escrow Settlement Agreement” pursuant to which the Company retained approximately $0.8 million in cash and 342,300 shares of its common stock, having a combined value of approximately $2.6 million on the settlement date that was recorded to other income during the three months ended September 30, 2013. | |||||||||||||
-4 | During the three months ended December 31, 2013, the Company recorded $2.0 million of operating expense to reflect the Company’s estimate of a probable loss incurred related to potential penalties, fines and/or other remedies related to the SEC and DOJ ongoing investigations. | |||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22 — Subsequent Event |
In February 2015, the Company’s Board of Directors approved an increase of $15 million to the existing $65.5 million share repurchase program initiated in October 2011, bringing the total authorized under the program since inception to approximately $80.5 million. The Company repurchased and retired 28,651 shares at a cost of $0.3 million from January 1, 2015 through March 10, 2015 under its share repurchase program. As of March 10, 2015, $15 million was available for future share repurchase. | |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule II - Valuation And Qualifying Accounts [Abstract] | ||||||||||||||||
Schedule II - Valuation And Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||
SCICLONE PHARMACEUTICALS, INC. | ||||||||||||||||
Receivables and Product Returns Reserves (in thousands): | ||||||||||||||||
Balance at | Charges for | Deductions for | Deductions for | Balance at | ||||||||||||
Beginning of | Amounts | Amounts | Amounts | End of | ||||||||||||
Period | Reserved | Recovered | Written Off | Period | ||||||||||||
Receivables Reserve: | ||||||||||||||||
Year Ended December 31, 2014 | $ | -3,587 | $ | — | $ | 1,500 | $ | 1,089 | $ | -998 | ||||||
Year Ended December 31, 2013 | $ | -1,046 | $ | -2,541 | -1 | $ | — | $ | — | $ | -3,587 | |||||
Year Ended December 31, 2012 | $ | — | $ | -1,046 | -2 | $ | — | $ | — | $ | -1,046 | |||||
Reserve for Product Returns: | ||||||||||||||||
Year Ended December 31, 2014 | $ | — | $ | -66 | $ | — | $ | — | $ | -66 | ||||||
Year Ended December 31, 2013 | $ | -123 | $ | — | $ | 123 | $ | — | $ | — | ||||||
Year Ended December 31, 2012 | $ | -116 | $ | -58 | $ | 51 | $ | — | $ | -123 | ||||||
-1 | For the year ended December 31, 2013, the charges for amounts reserved included $2.5 million of general and administrative expense related to bad debt that was uncertain of collection. | |||||||||||||||
-2 | For the year ended December 31, 2012, the charges for amounts reserved included $1.0 million recorded as a reduction in product revenue relating to price concessions that were recorded to the accounts receivable reserve. | |||||||||||||||
The_Company_And_Summary_Of_Sig1
The Company And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ||||||||||
Description Of Business | Description of Business | |||||||||
SciClone Pharmaceuticals, Inc. (“SciClone” or the “Company”), incorporated in 1990, is a United States (“US”)-headquartered, China-focused, specialty pharmaceutical company with a substantial commercial business in China and a product portfolio of therapies for oncology, infectious diseases and cardiovascular disorders. The Company’s lead product, ZADAXIN® (thymalfasin) is approved in over 30 countries and may be used for the treatment of hepatitis B (HBV), hepatitis C (HCV), as a vaccine adjuvant, and certain cancers according to the local regulatory approvals. In addition to ZADAXIN, SciClone markets approximately 7 partnered and in-licensed products in China, including Aggrastat®, an interventional cardiology product. SciClone is also pursuing the registration of several other therapeutic products in China. | ||||||||||
Presentation | Presentation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated from the consolidated financial statements. | ||||||||||
Use Of Estimates | Use of Estimates | |||||||||
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make informed estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. | ||||||||||
Cash Equivalents And Investments | Cash Equivalents and Investments | |||||||||
Cash equivalents consist of highly liquid investments with original maturities of three months or less on the date of purchase. The Company records its investments at fair value, as determined by available information on the consolidated balance sheet date. The Company’s investment portfolio as of December 31, 2014 consisted of money market funds that were included in cash and cash equivalents, and a certificate of deposit that was included in short-term investments. | ||||||||||
Unrealized gains or losses on available-for-sale securities are included in accumulated other comprehensive income on the consolidated balance sheets. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in earnings. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity and is included in earnings. The cost of securities sold is based on the specific identification method. | ||||||||||
Available-for-sale investments are evaluated for impairment each reporting period. An investment is considered impaired if the fair value of the investment is less than its cost. If, after consideration of all available evidence to evaluate the realizable value of its investment, impairment is determined to be other-than-temporary, then an impairment loss is recognized in the consolidated statement of income. No such losses were recorded in the periods presented. | ||||||||||
Fair Value Of Financial Instruments | Fair Value of Financial Instruments | |||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. The three levels of input are: | ||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||
Where quoted prices are available in an active market, the Company determines fair value based on quoted market prices, and classifies these values in level 1 of the valuation hierarchy. If quoted market prices are not available, fair values are based on observable inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and are classified in level 2 of the valuation hierarchy. When quoted prices and observable inputs are unavailable, fair values are based on cash flow models and are classified in level 3 of the valuation hierarchy. The cash flow models use inputs specific to the asset or liabilities including estimates for interest rates and discount rates including yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and expected holding periods of the assets and liabilities. These inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the assets and liabilities including assumptions about risk developed based on the best information available in the circumstances. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may materially affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. | ||||||||||
Other financial instruments, including accrued short-term liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments. | ||||||||||
Concentration Of Risk | Concentration of Risk | |||||||||
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments, accounts receivable and loans receivable. The Company is exposed to credit risk in the event of default by the institutions holding the cash, cash equivalents and investments, and by customers and partners in the event of default by the customer or partner to pay the amounts due to us on receivables and loans receivables, respectively, to the extent of the amounts recorded on the consolidated balance sheet. Most of the Company’s cash and cash equivalents are held by financial institutions that the Company believes are of high credit quality. At times, deposits may exceed government insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | ||||||||||
In China, pharmaceutical products are imported and distributed through a tiered method of distribution. For the Company’s proprietary product ZADAXIN®, the Company manufactures its product using its US and European contract manufacturers, and it generates its product sales revenue through sales of ZADAXIN products to Sinopharm Holding Hong Kong Co. Ltd. (“Sinopharm”). Sinopharm and its affiliates act as an importer, and also as the top “tier” of the distribution system (“Tier 1”) in China. The Company’s ZADAXIN sales occur when the importer purchases product from the Company, without any right of return except for damaged product or quality control issues and after passage of title and risk of loss are transferred to Sinopharm at the time of shipment. After the Company’s sale, Sinopharm clears products through China import customs, sells directly to large hospitals and holds additional product it has purchased in inventory for sale to the next tier in the distribution system. The second-tier distributors are responsible for the further sale and distribution of the products they purchase from the importer, either through sales of product directly to the retail level (hospitals and pharmacies), or to third-tier local or regional distributors who, in turn, sell products to hospitals and pharmacies. The Company’s other product sales revenues result from the sale of the Company’s in-licensed products to importing agents and distributors. | ||||||||||
Promotion services revenues result from fees received for exclusively promoting products for certain pharmaceutical partners. These importing agents, distributors and partners are the Company’s customers. | ||||||||||
Customers that exceeded 10% of the Company’s total net revenue and related to our China segment were as follows: | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Customer A | 94% | 75% | 59% | |||||||
Customer B | — | 20% | 20% | |||||||
Customer C | — | — | 12% | |||||||
As of December 31, 2014, approximately $38.9 million, or 94%, of the Company's gross accounts receivable was attributable to one customer in China. The Company generally does not require collateral from its customers. The Company maintains reserves for potential credit losses and such actual losses may vary significantly from its estimates. | ||||||||||
The Company currently relies on two suppliers to provide key components to its ZADAXIN manufacturing supply. Although there are a limited number of manufacturers who would be able to meet the requirements to manufacture these components, the Company believes that other suppliers could provide similar components on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would affect operating results adversely. | ||||||||||
The majority of the Company’s product sales are in US dollars. However, a significant portion of the Company’s revenues and expenses are denominated in Chinese Yuan Renminbi (“RMB”) and a significant portion of the Company’s assets and liabilities are denominated in RMB and are exposed to foreign exchange risk. RMB is not freely convertible into foreign currencies. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at the exchange rates quoted by People’s Bank of China. Remittances in currencies other than RMB by the Company in China require certain supporting documentation in order to affect the remittance. | ||||||||||
Accounts Receivable Reserve | Accounts Receivable Reserve | |||||||||
The Company records a receivable reserve based on a specific review of its overdue invoices. The Company’s estimate for a reserve is determined after considering its existing contractual payment terms, payment patterns of its customers and individual customer circumstances, the age of any outstanding receivables and its current customer relationships. Accounts receivable are charged off at the point when they are considered uncollectible. | ||||||||||
As of December 31, 2013, the Company had $3.5 million in fully reserved accounts receivable from one customer that were more than one year past due. As a result of its negotiations with the customer, the Company collected $0.5 million in July 2014 and in October 2014, the Company’s subsidiary, SciClone Pharmaceuticals International China Holding Ltd (“SPIL China”) executed an agreement with this customer providing for settlement of $1.9 million of the remaining outstanding $3.0 million due in installments. The settlement agreement provided that the customer will pay SPIL China $1.9 million in installment payments to be made as follows: $500,000 before October 31, 2014; $500,000 before November 30, 2014; $400,000 before May 31, 2015; and the remaining balance of $500,000 to be made by December 31, 2015. The terms of the settlement agreement resulted in the write-off of $1.1 million in previously fully reserved accounts receivable with an equivalent charge-off of the allowance for bad debt, which had no impact on net income in 2014, as the subsequent agreement provided direct evidence that the $1.1 million previously reserved will not be collected in the future. The Company received the first and second payments under the terms of the settlement agreement in October and December 2014 totaling $1.0 million, and these gains on recovery, as well as the $0.5 million payment received in July 2014, were recorded as $1.5 million of reductions to general and administrative expense for the year ended December 31, 2014. The remaining outstanding receivable balance of $0.9 million as of December 31, 2014 will remain fully reserved until payments are received. | ||||||||||
Inventories | Inventories | |||||||||
Inventories consist of raw materials, work in progress and finished goods products. Inventories are valued at the lower of cost or market (net realizable value), with cost determined on a first-in, first-out basis, and include amounts related to materials, labor and overhead. The Company periodically reviews the inventory in order to identify excess and obsolete items. If obsolete or excess items are observed and there are no alternate uses for the inventory, the Company will record a write-down to net realizable value in the period that the impairment is first recognized. During the years ended December 31, 2014, 2013, and 2012, the Company recorded inventory write-downs of $1.6 million, $0, and $0, respectively, principally related to carrying value reductions for excess Aggrastat product. | ||||||||||
Property And Equipment | Property and Equipment | |||||||||
Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recorded over the estimated useful lives of the respective assets on the straight-line basis. Office furniture and fixtures are generally amortized over five years, office equipment and computer software are generally amortized over three years, and the Company’s vehicle is being amortized over four years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term on the straight-line basis. The Company’s policy is to identify and record impairment losses, if necessary, on property and equipment when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. | ||||||||||
Intangible Assets | Intangible Assets | |||||||||
Intangible assets are reviewed for impairment when changes in facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company's policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. It is the Company’s policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. | ||||||||||
As part of the acquisition of NovaMed Pharmaceuticals Ltd. (“NovaMed”) in April 2011, the Company recorded intangible assets related to promotion and distribution contract rights. During the year ended December 31, 2012, the Company identified impairment indicators related to the intangible assets and fully wrote off the intangible assets. Refer to Net Intangible Assets in Note 7 for further information. | ||||||||||
Goodwill | Goodwill | |||||||||
The Company accounted for the acquisition of NovaMed under the acquisition method of accounting in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under the acquisition method of accounting, the total acquisition-date fair value of the assets and liabilities are recognized as of the closing date. The total consideration paid by SciClone to NovaMed consisted of cash, SciClone common stock, and contingent consideration. The excess of the fair value of the total consideration transferred over the acquisition-date fair value of net tangible and intangible assets and liabilities assumed was allocated to goodwill. Goodwill is tested for impairment at least annually, or whenever events or circumstances occur that indicate impairment might have occurred in accordance with ASC Topic 350, Intangibles — Goodwill and Other. Goodwill relates to the Company’s China segment which focuses on the Company’s primary pharmaceutical distribution market, consisting of the NovaMed business and the legacy China business, which represent a single reporting unit. As of December 31, 2014, 2013 and 2012, the Company tested for goodwill impairment by quantitatively comparing the fair value of the reporting unit to its carrying amount - step one of the two-step impairment test. In addition, during the third quarter of fiscal 2013, the Company performed an interim goodwill impairment analysis to determine if the goodwill was impaired as a result of the non-renewal of the Sanofi Aventis S.A. (“Sanofi”) promotional agreements as of December 31, 2013, by comparing the fair value of the reporting unit to its carrying amount. The Company estimated the fair value of the China reporting unit using a discounted cash flow model. This valuation approach considers a number of factors that include, but are not limited to, expected future cash flows, growth rates, discount rates, and requires us to make certain assumptions and estimates regarding industry economic factors and future profitability of our business. If the Company determines that the carrying value of its reporting unit exceeds its fair value, the Company would then calculate the implied fair value of the reporting unit goodwill as compared to its carrying value to determine the appropriate impairment charge. After completing the Company’s impairment review for the reporting unit during the third quarter of 2013, and as of December 31, 2014, 2013, and 2012, the Company concluded that goodwill was not impaired in any of these years. | ||||||||||
Loans Receivable | Loans Receivable | |||||||||
Loans receivable consist of two loans to one third party (see Note 6). Loans are initially recorded, and continue to be carried, at unpaid principal balances under “other assets” on the consolidated balance sheet. Carried balances are subsequently adjusted for payments of principal or adjustments to the allowance for loan losses to account for any impairment. Interest income is recognized over the term of the loans and is calculated using the simple-interest method, as the loans do not have associated premium or discount. If the loans were to experience impairment, interest income would not be recognized unless the likelihood of further loss was remote. | ||||||||||
Although the measurement basis is unpaid principal (as adjusted for subsequent payments or impairment), not fair value, the loans receivable would qualify as Level 3 measurements under the fair value hierarchy (Note 3) due to the presence of significant unobservable inputs related to the counterparty, which is a private entity. | ||||||||||
Management considers impairment to exist when, based on current information or factors (such as payment history, value of collateral, and assessment of the counterparty’s current creditworthiness), it is probable that principal and interest payments will not be collected according to the contractual agreements. Management considers a loan payment delinquent when not received by the due date. As of December 31, 2014, management concluded the loans receivable were not impaired, and there was no allowance for loan losses. | ||||||||||
Contingent Consideration | Contingent Consideration | |||||||||
As part of the acquisition of NovaMed, the Company would have been required to pay up to an additional $43.0 million in earn-out on the successful achievement of revenue and earnings targets for the 2011 and 2012 fiscal years (the “earn-out” or “contingent consideration”). The fair value of the earn-out was re-measured each period, and changes in the fair value were recorded to “contingent consideration” in operating expenses. As of December 31, 2012, the earn-out was determined to be zero. Through September 30, 2012, the Company used the assistance of a third-party valuation expert to estimate the fair value of the contingent consideration using a Monte Carlo simulation model. Refer to Contingent Consideration in Note 3 and Escrow Settlement Agreement Note 10 for further information. | ||||||||||
Accrued Expenses | Accrued Expenses | |||||||||
The Company makes estimates of its accrued expenses as of each balance sheet date in its consolidated financial statements based on facts and circumstances known to them. Examples of estimated accrued expenses include fees paid to contract research organizations and investigative sites in connection with clinical trials, fees paid to contract manufacturers in connection with the production of clinical trial materials, and professional services. The Company periodically confirms the accuracy of its estimates with selected service providers and makes adjustments, if necessary, in the periods identified. | ||||||||||
Expenses related to clinical trials charged to research and development expense generally are accrued based on estimates of work performed or the level of patient enrollment and activities according to the protocols and agreements. The Company makes adjustments, if necessary, in the periods identified to reflect actual levels of work performed, and such adjustments have historically not been material. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under certain contracts depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses to the actual services received and efforts expended. The Company monitors planned protocols, work performed, patient enrollment levels and related activities to the extent possible and adjusts estimates accordingly. | ||||||||||
The Company records as liabilities estimated amounts for litigation, claims or other legal actions that are probable and can be reasonably estimated. The likelihood of a material change in these estimated reserves is dependent on the possible outcome of settlement negotiations, regulatory or judicial review and the development of facts and circumstances in extended litigation which could change claims or assessments when both the amount and range of loss on some outstanding litigation is uncertain. The Company discloses in the footnotes to the financial statements when it is unable to make a reasonable estimate of a material liability that is reasonably possible to result from unfavorable outcomes. As events occur, the Company assesses the potential liability related to any pending litigation, claims or other legal actions and adjusts its estimates accordingly. Such adjustments could materially impact its financial statements. | ||||||||||
Foreign Currency Translation | Foreign Currency Translation | |||||||||
The Company translates the assets and liabilities of its foreign subsidiaries stated in local functional currencies to US dollars at the rates of exchange in effect at the end of the period. Revenues and expenses are translated using average rates of exchange in effect during the period. Goodwill, and certain other balances, are generally recorded in the local currency which is the functional currency of the Company’s subsidiaries located in China. As a result, the carrying value of goodwill and certain other balances may fluctuate with the value of the RMB as compared to the US dollar. Gains and losses from the translation of financial statements denominated in foreign currencies are included as a separate component of accumulated other comprehensive income in the statement of stockholders' equity. | ||||||||||
The Company records foreign currency transactions at the exchange rate prevailing at the date of the transaction with resultant gains and losses being included in results of operations. Foreign currency transaction gains and losses have not been significant for any period presented. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the price to the buyer is fixed or determinable and collectability is reasonably assured. | ||||||||||
Product Revenue. The Company recognizes product revenue from selling manufactured ZADAXIN product at the time of delivery. Sales of ZADAXIN to Sinopharm and its affiliates are recognized at time of shipment when title to the product is transferred to them. The Company also earns product revenue from purchasing medical products from pharmaceutical companies and selling them directly to importers or distributors. Sales of Pfizer International Trading (Shanghai) Ltd. (“Pfizer”) products through October 2012 were based on the “sell-through” method as the Company’s distribution arrangement for these products allowed for payment terms dependent on when the distributor sold the product. The Company did not maintain information on the timing of “sell-through” of the Pfizer products by the distributor through this period; therefore, the Company applied the cash receipts approach for the application of the “sell-through” method as it was the most reliable information available. Accordingly, during this period of time, revenue for sales of the Pfizer products was recognized on receipt of cash from the distributor. On October 21, 2012, the Company amended the agreement with the distributor which amendment removed any contingent payment terms. Prior to the amendment, the agreement allowed for delayed payment based on the timing of sales from the distributor to the next tier customer. The amendment changed the payment terms to 60 days, thus ensuring that the distributor could not withhold payment until after the distributor received payment on sale of product to its next tier customer. The combination of the revised payment terms, together with all of the other contractual restrictions on the distributor (e.g., no return rights or other terms that may raise question as to whether or not they had taken title and assumed “risk of loss”), permitted revenue to be recognized on a “sell-in” basis upon the amendment. Therefore, from October 21, 2012 onward, the “sell-in” method was used by the Company for recognition of related revenue. All other product sales are also recognized on the “sell-in” method, or when the medical products have been delivered to the importers or distributors. | ||||||||||
Promotion Services Revenue. The Company recognizes promotion services revenue after designated medical products are delivered to the distributors as specified in a promotion services contract, which marks the period when marketing and promotion services have been rendered and the revenue recognition criteria are met. In certain arrangements, the Company was required to return or refund a portion of promotion services fees received during interim periods from a pharmaceutical customer if defined annual sales targets were not achieved. Under the Company’s agreements with this customer, if an agreement was terminated, and provided such targets had been met on a “pro rata” basis at the date of contract termination, the Company was entitled to retain the amounts paid. Due to the ability to retain amounts paid upon contract termination, provided applicable targets had been met on a “pro rata” basis at any interim date, the Company elected to recognize revenue during interim periods without reduction for amounts subject to refund based on Method 2 of Accounting Standards Codification 605-20-S99-1, “Accounting for Management Fees Based on a Formula.” | ||||||||||
The Company’s promotion agreements with Sanofi, consisting of individual promotional agreements for certain pharmaceutical products and supplementary agreements extending the terms thereof, were not renewed and expired on December 31, 2013. NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed Shanghai”) and Sanofi negotiated a settlement of certain amounts in dispute, effective July 14, 2014, and NovaMed Shanghai received approximately 22 million RMB (approximately $3.5 million) in August 2014 as final payment from Sanofi. The terms of the settlement resulted in the recognition of promotion services revenue for the second quarter of 2014 of approximately $0.2 million of Sanofi revenue that had been deferred in the fourth quarter of 2013. The remaining approximately $2.6 million of deferred revenue recorded during the fourth quarter of 2013, was reversed with an equivalent write-down of accounts receivable. This contemporaneous write-down of accounts receivable and deferred revenue had no impact on net income during the second quarter of 2014 or the year ended December 31, 2014. | ||||||||||
Revenue Reserve: The Company generally maintains a revenue reserve for product returns based on estimates of the amount of product to be returned by its customers which may result from expired or damaged product on delivery or for price reductions on the related sales and is based on historical patterns, analysis of market demand and/or a percentage of sales based on industry trends, and management’s evaluation of specific factors that may increase the risk of product returns. Importing agents or distributors do not have contractual rights of return except under limited terms regarding product quality. However, the Company is expected to replace products that have expired on delivery or are deemed to be damaged or defective when delivered. The calculation of the revenue reserve requires estimates and involves a high degree of subjectivity and judgment. As a result of the uncertainties involved in estimating the revenue reserve, there is a possibility that materially different amounts could be reported under different conditions or using different assumptions. | ||||||||||
As of December 31, 2014 and 2013, the Company’s revenue reserves were $0.1 million and $0, respectively, on its consolidated balance sheets. | ||||||||||
The Company evaluates the need for a returns reserve quarterly and adjusts it when events indicate that a change in estimate is appropriate. Changes in estimates could materially affect the Company’s results of operations or financial position. It is possible that the Company may need to adjust its estimates in future periods. | ||||||||||
Sales Tax And Surcharge Expense | Sales Tax and Surcharge Expense | |||||||||
Sales taxes and surcharge costs are expensed as incurred and are included in sales and marketing expense. The Company is generally subject to a 5-6.42% business tax and surcharge for services provided related to marketing products under the relevant taxation laws in China. Sales tax and surcharge costs amounted to approximately $2.5 million, $3.5 million, and $3.8 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||
Research And Development Expenses | Research and Development Expenses | |||||||||
Research and development costs are expensed as incurred. These costs include salaries and other personnel-related expenses, including associated stock-based compensation, facility-related expenses, depreciation of facilities and equipment, upfront payments under in-licensing agreements with certain business partners and other license-related fees, and services performed by clinical research organizations and research institutions and other outside service providers. | ||||||||||
Shipping And Handling Costs | Shipping and Handling Costs | |||||||||
Shipping and handling costs incurred for inventory purchases and product shipments are included in cost of product sales for all periods presented. | ||||||||||
Advertising Expenses | Advertising Expenses | |||||||||
Advertising costs are expensed as incurred and are included in sales and marketing expenses for all periods presented. Advertising expenses for the years ended December 31, 2014, 2013, and 2012, were $0.5 million, $0.1 million, and $0.2 million, respectively. | ||||||||||
Legal Costs | Legal Costs | |||||||||
Legal costs related to loss contingencies are expensed to general and administrative expense as incurred. | ||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||
The Company records stock-based compensation costs relating to share-based payment transactions, including stock options, restricted stock units (“RSUs”) and the employee stock purchase plan. Stock-based compensation expense for stock options and the employee stock purchase plan is estimated at the date of grant based on the fair value of the award using the Black-Scholes option-pricing model. Stock-based compensation expense for RSUs is estimated at the date of grant based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Stock-based compensation expense values are recognized as expense on a straight-line basis over the requisite service period, net of estimated forfeitures. The stock-based compensation costs that are ultimately expected to vest are recognized as expense ratably (as the awards vest) over the requisite service period, which is generally one or four years for stock options and RSUs and three months for the employee stock purchase plan. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. | ||||||||||
Income Taxes | Income Taxes | |||||||||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more-likely-than-not that the deferred tax assets will not be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. | ||||||||||
The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements 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, although an adverse resolution of one or more of these uncertain tax positions in any period could have a material impact on the results of operations for that period. The Company’s policy is to recognize interest and penalties related to the liabilities for uncertain tax positions as a component of income tax expense. The amount of accrued interest related to tax positions taken on the Company’s tax returns and included in accrued and other current liabilities was $1.5 million and $1.2 million, as of December 31, 2014 and 2013, respectively. The amount of interest recognized as tax expense related to uncertain tax positions in the consolidated statements of income was $0.3 million and $0.4 million for the years ended December 31, 2014 and 2013, respectively. | ||||||||||
Net Income Per Share | Net Income Per Share | |||||||||
Basic net income per share has been computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common equivalent shares outstanding for the period. Diluted net income per share includes any dilutive impact from outstanding stock options and the employee stock purchase plan using the treasury stock method. | ||||||||||
The following is a reconciliation of the numerator and denominators of the basic and diluted net income per share computations for the years ended December 31 (in thousands, except per share amounts): | ||||||||||
2014 | 2013 | 2012 | ||||||||
Numerator: | ||||||||||
Net income | $ | 25,208 | $ | 10,964 | $ | 9,620 | ||||
Denominator: | ||||||||||
Weighted-average shares outstanding used to compute basic net income per share | 51,277 | 53,587 | 56,637 | |||||||
Effect of dilutive securities | 1,407 | 1,349 | 1,846 | |||||||
Weighted-average shares outstanding used to compute diluted net income per share | 52,684 | 54,936 | 58,483 | |||||||
Basic net income per share | $ | 0.49 | $ | 0.20 | $ | 0.17 | ||||
Diluted net income per share | $ | 0.48 | $ | 0.20 | $ | 0.16 | ||||
For the years ended December 31, 2014, 2013, and 2012, approximately 3,541,071, 3,378,063, and 3,280,492 shares, respectively, related to outstanding stock options were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive. In addition, for the years ended December 31, 2014, 2013, and 2012, 50,000, 50,171, and 118,046 shares, respectively, subject to performance conditions were excluded from the calculation of diluted net income per share because the performance criteria had not been met. | ||||||||||
Segment Information | Segment Information | |||||||||
The Company operates in two segments (refer to Note 20). | ||||||||||
Reclassifications | Reclassifications | |||||||||
The Company reclassified approximately $0.4 million of deferred tax balances as of December 31, 2013 to conform to the current year presentation, as permitted by the optional retrospective presentation provisions of Accounting Standards Update (ASU) 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists”. These reclassifications had no effect on prior years’ net income or stockholders’ equity. | ||||||||||
The Company revised its December 31, 2013 consolidated balance sheet and consolidated statement of cash flows by reducing accounts receivable and increasing prepaid expenses and other current assets by $0.2 million to conform to the current year presentation, and reclassified $0.5 million in accrued liabilities to accounts payable to conform to the current year presentation. In addition, the Company revised its consolidated statement of income for the year ended December 31, 2013 by reducing sales and marketing expense and increasing research and development expense by $0.6 million for costs incurred related to pre-market research activities. | ||||||||||
Accounting Standards Updates | Accounting Standards Updates | |||||||||
Recently Effective Accounting Standards. In March of 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in the ASU clarify that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should generally be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss, similar tax loss, or tax credit carryforward, with certain limited exceptions. The amendments were effective for the Company beginning January 1, 2014 and they have been applied since the first quarter of 2014. The Company also has retrospectively applied the guidance to deferred tax and unrecognized tax benefit amounts as of December 31, 2013, as retrospective application is optional but not required – see Reclassifications above. The adoption of this ASU had an immaterial impact on consolidated deferred tax balances as of December 31, 2014 and 2013. | ||||||||||
Accounting Standards Issued and Not Yet Effective. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09), which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for the Company’s fiscal year beginning January 1, 2017, with early application not permitted. The Company is in the process of determining what impact, if any, the adoption of ASU 2014-09 will have on its financial statements and related disclosures. The standard permits the use of either the full retrospective or modified retrospective transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | ||||||||||
The_Company_And_Summary_Of_Sig2
The Company And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ||||||||||
Schedule Of Revenue By Major Customers By Reporting Segments | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Customer A | 94% | 75% | 59% | |||||||
Customer B | — | 20% | 20% | |||||||
Customer C | — | — | 12% | |||||||
Reconciliation Of The Numerator And Denominators Of The Basic And Diluted Net Income Per Share Computations | ||||||||||
2014 | 2013 | 2012 | ||||||||
Numerator: | ||||||||||
Net income | $ | 25,208 | $ | 10,964 | $ | 9,620 | ||||
Denominator: | ||||||||||
Weighted-average shares outstanding used to compute basic net income per share | 51,277 | 53,587 | 56,637 | |||||||
Effect of dilutive securities | 1,407 | 1,349 | 1,846 | |||||||
Weighted-average shares outstanding used to compute diluted net income per share | 52,684 | 54,936 | 58,483 | |||||||
Basic net income per share | $ | 0.49 | $ | 0.20 | $ | 0.17 | ||||
Diluted net income per share | $ | 0.48 | $ | 0.20 | $ | 0.16 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||
Financial Assets And Liability Measured At Fair Value On A Recurring Basis | ||||||||||||||
Fair Value Measurements as of December 31, 2014 Using | ||||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets | Other | Significant | ||||||||||||
for | Observable | Unobservable | Balance | |||||||||||
Identical Assets | Inputs | Inputs | as of | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 31-Dec-14 | ||||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | ||||||
Money market funds | 19,678 | — | — | 19,678 | ||||||||||
Total | $ | 19,678 | $ | 75 | $ | — | $ | 19,753 | ||||||
Fair Value Measurements as of December 31, 2013 Using | ||||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets | Other | Significant | ||||||||||||
for | Observable | Unobservable | Balance | |||||||||||
Identical Assets | Inputs | Inputs | as of | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 31-Dec-13 | ||||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | ||||||
Money market funds | 28,262 | — | — | 28,262 | ||||||||||
Total | $ | 28,262 | $ | 75 | $ | — | $ | 28,337 | ||||||
Schedule Of Change In Estimated Fair Value Of Contingent Consideration | ||||||||||||||
Contingent | ||||||||||||||
Consideration | ||||||||||||||
Balance as of January 1, 2012 | $ | 15,400 | ||||||||||||
Change in the estimated fair value of the contingent consideration liability | -15,422 | |||||||||||||
Translation adjustments | 22 | |||||||||||||
Balance as of December 31, 2012 | $ | — | ||||||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Inventories [Abstract] | |||||||
Schedule Of Inventories | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Raw materials | $ | 5,009 | $ | 7,746 | |||
Work in progress | 761 | 319 | |||||
Finished goods | 4,933 | 7,173 | |||||
Total | $ | 10,703 | $ | 15,238 | |||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property And Equipment [Abstract] | |||||||
Schedule Of Property And Equipment | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Construction in process | $ | 30 | $ | 143 | |||
Office equipment | 2,059 | 1,406 | |||||
Leasehold improvements | 791 | 1,518 | |||||
Office furniture and fixtures | 1,463 | 606 | |||||
Software | 763 | 212 | |||||
Vehicle | 70 | 68 | |||||
5,176 | 3,953 | ||||||
Less accumulated depreciation | -3,328 | -3,110 | |||||
Net property and equipment | $ | 1,848 | $ | 843 | |||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Schedule Of Changes In Goodwill | |||
Balance as of January 1, 2012 | $ | 33,868 | |
Translation adjustments | 445 | ||
Balance as of December 31, 2012 | $ | 34,313 | |
Translation adjustments | 1,044 | ||
Balance as of December 31, 2013 | $ | 35,357 | |
Translation adjustments | -836 | ||
Balance as of December 31, 2014 | $ | 34,521 | |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Accrued Liabilities [Abstract] | |||||||
Schedule Of Accrued And Other Current Liabilities | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Accrued sales and marketing expenses | $ | 5,383 | $ | 6,419 | |||
Accrued taxes, tax reserves and interest | 5,208 | 5,029 | |||||
Accrued compensation and benefits | 4,176 | 3,475 | |||||
Accrued professional fees | 1,819 | 1,601 | |||||
Accrued manufacturing costs | 95 | 1,617 | |||||
Accrued estimated SEC and DOJ investigation loss (Note 19) | 2,000 | 2,000 | |||||
Accrued license fee | 1,000 | — | |||||
Other | 855 | 797 | |||||
Total | $ | 20,536 | $ | 20,938 | |||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments [Abstract] | |||||
Schedule Of Future Minimum Lease Payments And Sublease Rental Income Under Non-Canceable Operating Lease Agreements | |||||
Minimum Lease | |||||
Year ended: | Payments | ||||
2015 | $ | 2,290 | |||
2016 | 1,931 | ||||
2017 | 1,629 | ||||
2018 | 619 | ||||
2019 | — | ||||
$ | 6,469 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Schedule Of Domestic And Foreign Components Of Income (Loss) | ||||||||||
2014 | 2013 | 2012 | ||||||||
Domestic | $ | -8,496 | $ | -17,168 | $ | -11,541 | ||||
Foreign | 34,873 | 30,374 | 17,813 | |||||||
Pre-tax income | $ | 26,377 | $ | 13,206 | $ | 6,272 | ||||
Schedule of Effective Income Tax Rate Reconciliation | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at federal statutory rate | $ | 8,968 | $ | 4,490 | $ | 2,132 | ||||
Foreign income tax at different rates | -10,788 | -8,383 | -10,405 | |||||||
Taxable dividend from foreign subsidiary | — | — | 11,900 | |||||||
Uncertain tax positions accrual | 127 | 297 | 999 | |||||||
Change in valuation allowance | 2,672 | 5,254 | -7,945 | |||||||
Stock-based compensation | 2 | -87 | -41 | |||||||
Non deductible expenses | 189 | 670 | 11 | |||||||
Other | -1 | 1 | 1 | |||||||
Income tax provision (benefit) | $ | 1,169 | $ | 2,242 | $ | -3,348 | ||||
Schedule Of Components Of Income Tax Expense (Benefit) | ||||||||||
2014 | 2013 | 2012 | ||||||||
Federal | $ | — | $ | — | $ | — | ||||
State | 1 | 1 | 1 | |||||||
Foreign | 1,489 | 2,032 | 3,445 | |||||||
Total current | 1,490 | 2,033 | 3,446 | |||||||
Federal | — | — | — | |||||||
State | — | — | — | |||||||
Foreign | -321 | 209 | -6,794 | |||||||
Total deferred | -321 | 209 | -6,794 | |||||||
Income tax provision (benefit) | $ | 1,169 | $ | 2,242 | $ | -3,348 | ||||
Schedule Of Deferred Tax Assets And Liabilities | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carryforwards | $ | 37,513 | $ | 33,654 | ||||||
Research and development credit carryforwards | 10,615 | 10,498 | ||||||||
Intangibles | 395 | 337 | ||||||||
Other | 2,527 | 2,867 | ||||||||
Gross deferred tax assets | 51,050 | 47,356 | ||||||||
Valuation allowance | -50,724 | -47,350 | ||||||||
Total deferred tax assets | 326 | 6 | ||||||||
Deferred tax liabilities: | ||||||||||
Other | — | — | ||||||||
Total deferred tax liabilities | — | — | ||||||||
Net deferred tax assets | $ | 326 | $ | 6 | ||||||
Schedule Of Unrecognized Tax Benefits | ||||||||||
2014 | 2013 | 2012 | ||||||||
Balance beginning of period | $ | 6,138 | $ | 6,053 | $ | 5,715 | ||||
Tax positions related to current year: | ||||||||||
Additions for current year items | 32 | 36 | 1,050 | |||||||
Additions for prior year items | — | 88 | — | |||||||
Reductions for prior year items | -206 | -115 | -747 | |||||||
Changes for foreign currency translation | -88 | 76 | 35 | |||||||
Balance end of period | $ | 5,876 | $ | 6,138 | $ | 6,053 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Stockholders' Equity [Abstract] | ||||||||||
Stock-Based Compensation Expenses Included In The Condensed Consolidated Statements Of Operations | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Sales and marketing | $ | 1,031 | $ | 1,113 | $ | 1,169 | ||||
Research and development | 104 | 122 | 212 | |||||||
General and administrative | 2,330 | 2,772 | 2,516 | |||||||
$ | 3,465 | $ | 4,007 | $ | 3,897 | |||||
Schedule Of Valuation Assumptions Used For Stock Options And ESPP Plans | ||||||||||
2014 | 2013 | 2012 | ||||||||
Risk-free interest rate: | ||||||||||
Time-based stock options | 1.61 | % | 1.02 | % | 0.92 | % | ||||
Performance-based stock options | N/A | 1.22 | 0.96 | |||||||
ESPP | 0.04 | 0.06 | 0.09 | |||||||
Volatility factor of the market price of the Company's common stock: | ||||||||||
Time-based stock options | 57.96 | % | 64.12 | % | 63.79 | % | ||||
Performance-based stock options | N/A | 63.20 | 63.66 | |||||||
ESPP | 42.50 | 37.36 | 56.79 | |||||||
Weighted-average expected life (years): | ||||||||||
Time-based stock options | 5.00 | 5.10 | 5.21 | |||||||
Performance-based stock options | N/A | 5.04 | 5.22 | |||||||
ESPP | 0.25 | 0.25 | 0.25 | |||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||
Schedule Of Stock Option Activity | ||||||||||
Options Outstanding | ||||||||||
Weighted- | Weighted- | |||||||||
Average | Average | |||||||||
Number | Exercise | Remaining | Aggregate | |||||||
of | Price Per | Contractual | Intrinsic | |||||||
Shares | Share | Term (Years) | Value | |||||||
Balance as of January 1, 2012 | 6,915 | $ | 3.46 | 6.98 | $ | 8,130 | ||||
Options forfeited | -1,536 | 5.13 | ||||||||
Options granted | 1,889 | 6.14 | ||||||||
Options exercised | -1,270 | 2.66 | ||||||||
Balance as of December 31, 2012 | 5,998 | $ | 4.05 | 6.06 | $ | 5,575 | ||||
Options forfeited | -966 | 5.45 | ||||||||
Options granted | 1,637 | 4.76 | ||||||||
Options exercised | -574 | 2.82 | ||||||||
Balance as of December 31, 2013 | 6,095 | $ | 4.14 | 5.66 | $ | 7,199 | ||||
Options forfeited | -705 | 5.10 | ||||||||
Options granted | 1,740 | 4.85 | ||||||||
Options exercised | -1,233 | 4.43 | ||||||||
Balance as of December 31, 2014 | 5,897 | $ | 4.17 | 6.08 | $ | 27,066 | ||||
Vested and expected to vest after December 31, 2014 | 5,445 | $ | 4.11 | 5.84 | $ | 25,342 | ||||
Exercisable as of December 31, 2014 | 3,397 | $ | 3.60 | 4.09 | $ | 17,537 | ||||
Schedule Of RSU Activity | ||||||||||
Restricted Stock Units | ||||||||||
Outstanding | ||||||||||
Number | Aggregate | |||||||||
of | Intrinsic | |||||||||
Shares | Value | |||||||||
Balance as of January 1, 2012 | 177 | $ | 758 | |||||||
Awarded | 190 | |||||||||
Vested/Released | -47 | |||||||||
Forfeited | -60 | |||||||||
Balance as of December 31, 2012 | 260 | $ | 1,121 | |||||||
Awarded | 170 | |||||||||
Vested/Released | -39 | |||||||||
Forfeited | -23 | |||||||||
Balance as of December 31, 2013 | 368 | $ | 1,857 | |||||||
Awarded | 7 | |||||||||
Vested/Released | -212 | |||||||||
Forfeited | -4 | |||||||||
Balance as of December 31, 2014 | 159 | $ | 1,393 | |||||||
Vested and expected to vest after December 31, 2014 | 140 | $ | 1,222 | |||||||
Exercisable as of December 31, 2014 (Vested and deferred) | — | — | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Foreign | ||||||||||
Currency | Available-for-Sale | |||||||||
Translation | Investments | Total | ||||||||
Balances as of January 1, 2012 | $ | 2,430 | $ | -86 | $ | 2,344 | ||||
Other comprehensive income | 625 | 19 | 644 | |||||||
Balances as of December 31, 2012 | 3,055 | -67 | 2,988 | |||||||
Other comprehensive income (loss) before reclassifications | 1,121 | -4 | 1,117 | |||||||
Amounts reclassified out of accumulated other comprehensive income (loss) to other income (expense), net | — | 71 | 71 | |||||||
Net other comprehensive income | 1,121 | 67 | 1,188 | |||||||
Balances as of December 31, 2013 | 4,176 | — | 4,176 | |||||||
Other comprehensive loss | -912 | — | -912 | |||||||
Balances as of December 31, 2014 | $ | 3,264 | $ | — | $ | 3,264 | ||||
Segment_Information_And_Geogra1
Segment Information And Geographic Data (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Information And Geographic Data [Abstract] | ||||||||||||
Summary Information By Operating Segment | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: | ||||||||||||
China | $ | 130,311 | $ | 122,616 | $ | 152,227 | ||||||
Rest of the World (including the US and Hong Kong) | 4,479 | 4,442 | 4,042 | |||||||||
Total net revenues | $ | 134,790 | $ | 127,058 | $ | 156,269 | ||||||
Income (loss) from operations: | ||||||||||||
China | $ | 35,630 | -1 | $ | 30,557 | -2 | $ | 4,216 | -5 | |||
Rest of the World (including the US and Hong Kong) | -9,646 | -20,128 | -3 | 2,194 | -6 | |||||||
Total income from operations | $ | 25,984 | $ | 10,429 | $ | 6,410 | ||||||
Non-operating income (expense): | ||||||||||||
China | $ | 412 | $ | 233 | $ | -122 | ||||||
Rest of the World (including the US and Hong Kong) | -19 | 2,544 | -4 | -16 | ||||||||
Total non-operating income (expense) | $ | 393 | $ | 2,777 | $ | -138 | ||||||
Income (loss) before provision (benefit) for income tax: | ||||||||||||
China | $ | 36,042 | $ | 30,790 | $ | 4,094 | ||||||
Rest of the World (including the US and Hong Kong) | -9,665 | -17,584 | 2,178 | |||||||||
Total income before provision (benefit) for income tax | $ | 26,377 | $ | 13,206 | $ | 6,272 | ||||||
-1 | Operating income for the China segment for the year ended December 31, 2014 includes upfront payments totaling $11.0 million related to the Company’s licensing arrangements. | |||||||||||
-2 | Operating income for the China segment for the year ended December 31, 2013 includes upfront payments totaling $5.0 million related to the Company’s licensing arrangements and $1.2 million in restructuring charges related to the non-renewal of the Company’s promotional agreements with Sanofi. | |||||||||||
-3 | Operating loss for the Rest of the World segment includes $2.0 million of expense that the Company recorded for the year ended December 31, 2013 to reflect the Company’s estimate of a probable loss incurred related to potential penalties, fines and/or other remedies related to the SEC and DOJ ongoing investigations. | |||||||||||
-4 | Non-operating income (expense) for the Rest of the World segment for the year ended December 31, 2013 includes the escrow settlement of $2.6 million recorded to other income. | |||||||||||
-5 | The operating income for the China segment for the year ended December 31, 2012, includes the $42.7 million impairment charge for intangible assets. | |||||||||||
-6 | Operating income (loss) for the Rest of the World segment includes the change in the fair value of the contingent consideration in 2012. | |||||||||||
Long-Lived Assets By Operating Segment | ||||||||||||
China | $ | 41,092 | ||||||||||
Rest of the World (including the US and Hong Kong) | 542 | |||||||||||
Total long-lived assets | $ | 41,634 | ||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Selected Quarterly Financial Data [Abstract] | ||||||||||||||
Schedule Of Selected Quarterly Financial Data | ||||||||||||||
Three Months Ended | ||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||
Product sales, net | $ | 26,064 | $ | 31,551 | $ | 33,621 | $ | 40,737 | ||||||
Promotion services revenue | 501 | 962 | 666 | 688 | ||||||||||
Cost of product sales | 4,561 | 5,011 | 6,005 | 7,425 | ||||||||||
Net income | 4,134 | 9,640 | 7,915 | 3,519 | -1 | |||||||||
Basic net income per share | $ | 0.08 | $ | 0.19 | $ | 0.16 | $ | 0.07 | ||||||
Diluted net income per share | $ | 0.08 | $ | 0.18 | $ | 0.15 | $ | 0.07 | ||||||
Three Months Ended | ||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Product sales, net | $ | 20,533 | $ | 21,683 | $ | 25,273 | $ | 31,925 | ||||||
Promotion services revenue | 9,273 | 7,609 | 9,953 | 809 | ||||||||||
Cost of product sales | 4,618 | 3,205 | 3,808 | 6,037 | ||||||||||
Net income (loss) | 4,203 | -1,983 | -2 | 8,708 | -3 | 36 | -4 | |||||||
Basic net income (loss) per share | $ | 0.08 | $ | -0.04 | $ | 0.16 | $ | 0.00 | ||||||
Diluted net income (loss) per share | $ | 0.08 | $ | -0.04 | $ | 0.16 | $ | 0.00 | ||||||
-1 | During the three months ended December 31, 2014, the Company recorded upfront payments totaling $11.0 million in research and development expense related to its licensing arrangements. | |||||||||||||
-2 | During the three months ended June 30, 2013, the Company recorded upfront payments totaling $5.0 million in research and development expense related to its licensing arrangements. | |||||||||||||
-3 | On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a “Confidential Escrow Settlement Agreement” pursuant to which the Company retained approximately $0.8 million in cash and 342,300 shares of its common stock, having a combined value of approximately $2.6 million on the settlement date that was recorded to other income during the three months ended September 30, 2013. | |||||||||||||
-4 | During the three months ended December 31, 2013, the Company recorded $2.0 million of operating expense to reflect the Company’s estimate of a probable loss incurred related to potential penalties, fines and/or other remedies related to the SEC and DOJ ongoing investigations. | |||||||||||||
The_Company_And_Summary_Of_Sig3
The Company And Summary Of Significant Accounting Policies (Narrative) (Details) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||
Oct. 21, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 18, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Jul. 14, 2014 | Jul. 14, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | 31-May-15 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Employee Stock Purchase Plan [Member] | Deferred Tax [Member] | Prepaid Expenses [Member] | Accounts Payable [Member] | One Customer [Member] | One Customer [Member] | Accounts receivable attributable to One Customer [Member] | China [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Aggrastat Product Sales [Member] | Aggrastat Product Sales [Member] | Aggrastat Product Sales [Member] | ZADAXIN [Member] | Office Furniture and Fixtures [Member] | Office Equipment And Computer Software [Member] | Vehicle [Member] | Research And Development [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | SPIL China [Member] | SPIL China [Member] | SPIL China [Member] | SPIL China [Member] | SPIL China [Member] | SPIL China [Member] | SPIL China [Member] | ||
segment | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | item | USD ($) | CNY | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | site | USD ($) | Stock Options And RSUs [Member] | Stock Options And RSUs [Member] | One Customer [Member] | One Customer [Member] | One Customer [Member] | One Customer [Member] | One Customer [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | |||||||||||||||||||
loan | customer | customer | country | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | One Customer [Member] | One Customer [Member] | ||||||||||||||||||||||||||||||||||
USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Number of countries in which product is approved | 30 | |||||||||||||||||||||||||||||||||||||||||||
Number of partnered products to which the company markets | 7 | |||||||||||||||||||||||||||||||||||||||||||
Customer revenue percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Accounts receivable gross | $900,000 | $38,900,000 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of accounts receivable, gross | 94.00% | |||||||||||||||||||||||||||||||||||||||||||
Number of customers | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||
Number of suppliers of key components | 2 | |||||||||||||||||||||||||||||||||||||||||||
Accounts receivable past due ninety days or more | 3,000,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts | 998,000 | 3,587,000 | 998,000 | 3,587,000 | ||||||||||||||||||||||||||||||||||||||||
Period past due | 1 year | |||||||||||||||||||||||||||||||||||||||||||
Allowance for doubtful accounts, collected | 500,000 | 500,000 | 500,000 | 1,000,000 | 500,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||
Settlement between customer and company | 1,900,000 | 3,500,000 | 22,000,000 | |||||||||||||||||||||||||||||||||||||||||
Write-down of accounts receivable | 1,100,000 | 2,600,000 | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expense | 22,746,000 | 32,496,000 | 21,344,000 | -1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Product returns reserve amount | 100,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Property and equipment, useful life | 5 years | 3 years | 4 years | |||||||||||||||||||||||||||||||||||||||||
Number of loans receivable | 2 | |||||||||||||||||||||||||||||||||||||||||||
Allowance for loan losses | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Contingent consideration (earn-out) at estimated fair value | 0 | 43,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Agreement payment terms | 60 days | |||||||||||||||||||||||||||||||||||||||||||
Settlement between customer and company | 1,900,000 | 3,500,000 | 22,000,000 | |||||||||||||||||||||||||||||||||||||||||
Promotion services | 688,000 | 666,000 | 962,000 | 501,000 | 809,000 | 9,953,000 | 7,609,000 | 9,273,000 | 2,817,000 | 27,644,000 | 33,098,000 | 200,000 | ||||||||||||||||||||||||||||||||
Decrease in deferred revenue | -2,600,000 | |||||||||||||||||||||||||||||||||||||||||||
Provision for expiring inventory | 1,574,000 | 1,600,000 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Business tax | 5.00% | 6.42% | ||||||||||||||||||||||||||||||||||||||||||
Sales tax and surcharge costs | 2,500,000 | 3,500,000 | 3,800,000 | |||||||||||||||||||||||||||||||||||||||||
Advertising expenses | 500,000 | 100,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||
Vesting period | 3 months | 1 year | 4 years | |||||||||||||||||||||||||||||||||||||||||
Accrued interest related to tax positions | 1,500,000 | 1,200,000 | 1,500,000 | 1,200,000 | ||||||||||||||||||||||||||||||||||||||||
Interest recognized as tax expense | 300,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares excluded from the calculation of diluted net income per share | 3,541,071 | 3,378,063 | 3,280,492 | |||||||||||||||||||||||||||||||||||||||||
Shares excluded from calculation of diluted net income per share due to performance conditions | 50,000 | 50,171 | 118,046 | |||||||||||||||||||||||||||||||||||||||||
Reclassification adjustment | $400,000 | $200,000 | $500,000 | $600,000 | ||||||||||||||||||||||||||||||||||||||||
Number of operating segments | 2 |
The_Company_And_Summary_Of_Sig4
The Company And Summary Of Significant Accounting Policies (Schedule Of Revenue By Major Customers By Reporting Segments) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of sales to importing or distributor agents | 94.00% | 75.00% | 59.00% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of sales to importing or distributor agents | 20.00% | 20.00% | |
Customer C [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of sales to importing or distributor agents | 12.00% |
The_Company_And_Summary_Of_Sig5
The Company And Summary Of Significant Accounting Policies (Reconciliation Of The Numerator And Denominators Of The Basic And Diluted Net Income Per Share Computations) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
The Company And Summary Of Significant Accounting Policies [Abstract] | |||||||||||
Net income | $3,519 | $7,915 | $9,640 | $4,134 | $36 | $8,708 | ($1,983) | $4,203 | $25,208 | $10,964 | $9,620 |
Weighted-average shares outstanding used to compute basic net income per share | 51,277 | 53,587 | 56,637 | ||||||||
Effect of dilutive securities | 1,407 | 1,349 | 1,846 | ||||||||
Weighted-average shares outstanding used to compute diluted net income per share | 52,684 | 54,936 | 58,483 | ||||||||
Basic net income per share | $0.07 | $0.16 | $0.19 | $0.08 | $0 | $0.16 | ($0.04) | $0.08 | $0.49 | $0.20 | $0.17 |
Diluted net income per share | $0.07 | $0.15 | $0.18 | $0.08 | $0 | $0.16 | ($0.04) | $0.08 | $0.48 | $0.20 | $0.16 |
Available_For_Sale_Investments1
Available For Sale Investments (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Certificate of deposit | $0.10 | $0.10 |
Restricted Long-Term Italian State Bonds Maturing In 2013 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Realized loss on available-for-sale investment | $0.10 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Apr. 18, 2011 | |
Fair Value Measurements [Abstract] | ||
Contingent consideration (earn-out) at estimated fair value | $0 | $43,000,000 |
Non cash gain due to decrease in achieving targets | ($15,422,000) |
Fair_Value_Measurements_Financ
Fair Value Measurements (Financial Assets And Liability Measured At Fair Value On A Recurring Basis) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | $19,753 | $28,337 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 19,678 | 28,262 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 75 | 75 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 75 | 75 |
Certificates of Deposit [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 75 | 75 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 19,678 | 28,262 |
Money Market Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | $19,678 | $28,262 |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule Of Change In Estimated Fair Value Of Contingent Consideration) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Fair Value Measurements [Abstract] | |
Balance, Liability | $15,400 |
Change in the estimated fair value of the contingent liability | -15,422 |
Translation adjustments | $22 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventories [Abstract] | ||
Raw materials | $5,009,000 | $7,746,000 |
Work in progress | 761,000 | 319,000 |
Finished goods | 4,933,000 | 7,173,000 |
Inventory | 10,703,000 | 15,238,000 |
Inventory held at distributors | $3,100,000 | $2,400,000 |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $5,176,000 | $3,953,000 | |
Less accumulated depreciation | -3,328,000 | -3,110,000 | |
Net property and equipment | 1,848,000 | 843,000 | |
Depreciation | 900,000 | 900,000 | 600,000 |
Construction in Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 30,000 | 143,000 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,059,000 | 1,406,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 791,000 | 1,518,000 | |
Office Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,463,000 | 606,000 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 763,000 | 212,000 | |
Vehicle [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $70,000 | $68,000 |
Loans_Receivable_Details
Loans Receivable (Details) | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | Zensun [Member] | SPIL China [Member] | SciClone Pharmaceuticals (China) Ltd [Member] | SciClone Pharmaceuticals (China) Ltd [Member] | SPIL China and SciClone Pharmaceuticals (China) Ltd [Member | Loan One [Member] | Loan Two [Member] | |
loan | USD ($) | USD ($) | CNY | USD ($) | USD ($) | SPIL China [Member] | SPIL China [Member] | ||||
USD ($) | USD ($) | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Collateralized loan amount, maximum | $12,000,000 | $12,000,000 | $11,750,000 | 1,550,000 | |||||||
Loan receivable | 4,750,000 | 4,500,000 | 1,550,000 | 250,000 | 2,250,000 | 2,250,000 | |||||
Interest rate | 7.50% | 7.50% | |||||||||
Expiration date | 26-Sep-17 | ||||||||||
Commitment agreement, number of loan agreements | 2 | ||||||||||
Collateralized loan, option to extend, period | 2 years | ||||||||||
Term | 66 months | ||||||||||
Interest and investment income | 161,000 | 85,000 | 89,000 | 100,000 | |||||||
Loans receivable, fair value | $5,200,000 |
Net_Intangible_Assets_Details
Net Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets estimated value | $0 | ||
Intangible asset impairment (Note 7) | 42,728,000 | ||
Estimated useful life | 13 years 6 months | ||
Amortization of acquired intangible assets | $0 | $0 | $2,645,000 |
Intangible assets discount rate | 20.00% |
Goodwill_Schedule_Of_Changes_I
Goodwill (Schedule Of Changes In Goodwill) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning balance | $35,357 | $34,313 | $33,868 |
Translation adjustments | -836 | 1,044 | 445 |
Ending balance | $34,521 | $35,357 | $34,313 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Accrued sales and marketing expenses | $5,383 | $6,419 |
Accrued taxes, tax reserves and interest | 5,208 | 5,029 |
Accrued compensation and benefits | 4,176 | 3,475 |
Accrued professional fees | 1,819 | 1,601 |
Accrued manufacturing costs | 95 | 1,617 |
Accrued estimated SEC and DOJ investigation loss (Note 19) | 2,000 | 2,000 |
Accrued license fee | 1,000 | |
Other | 855 | 797 |
Accrued and other current liabilities, total | $20,536 | $20,938 |
Escrow_Settlement_Agreement_De
Escrow Settlement Agreement (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jul. 08, 2013 | Oct. 16, 2012 | Sep. 30, 2013 |
Escrow Settlement Agreement [Line Items] | ||||
Escrow settlement, cash and shares combined value | $2.60 | |||
NovaMed [Member] | ||||
Escrow Settlement Agreement [Line Items] | ||||
Cash held in escrow not released | 1.4 | |||
Common stock held in escrow not released | 622,363 | |||
Escrow settlement, cash | 0.8 | |||
Escrow settlement, common stock retained | 342,300 | |||
Escrow settlement, cash and shares combined value | $2.60 | $2.60 |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-07 | Sep. 30, 2008 | Jul. 01, 2014 | Jun. 30, 2014 | |
sqft | sqft | |||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Office space square footage | 21,517 | 21,517 | ||||||
Base monthly rent expense | $120,824 | |||||||
Rent expense | 2,200,000 | 2,900,000 | 2,900,000 | |||||
Lease Agreements [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Rent escalation, percentage | 4.00% | |||||||
Allowance toward cost of leasehold improvements | 200,000 | |||||||
Expansion Agreements [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Rent escalation, percentage | 6.00% | |||||||
Allowance toward cost of leasehold improvements | 500,000 | |||||||
Second Amendment Agreement [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease term | 4 years | |||||||
Lease renewal | 5 years | |||||||
Office space square footage | 11,886 | |||||||
Base monthly rent expense | $51,704 | |||||||
Annual rent escalation per year | 3.00% | |||||||
China Lease [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Lease renewal | 2 years |
Commitments_Schedule_Of_Future
Commitments (Schedule Of Future Minimum Lease Payments And Sublease Rental Income Under Non-Canceable Operating Lease Agreements) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments [Abstract] | |
Minimum Lease Payments, 2015 | $2,290 |
Minimum Lease Payments, 2016 | 1,931 |
Minimum Lease Payments, 2017 | 1,629 |
Minimum Lease Payments, 2018 | 619 |
Minimum Lease Payments, 2019 | |
Minimum Lease Payments, Total | $6,469 |
Credit_Facilities_Details
Credit Facilities (Details) | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | NovaMed [Member] | NovaMed [Member] | |
USD ($) | USD ($) | USD ($) | CNY | CNY | USD ($) | CNY | |
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, amount terminated | $2,000,000 | 12,500,000 | |||||
Debt financing facility, maximum borrowing capacity | 2,400,000 | 15,000,000 | 1,600,000 | 10,000,000 | |||
Percentage points added to reference rate | 15.00% | ||||||
Effective interest rate | 6.44% | 6.44% | 7.50% | 7.50% | |||
Debt financing facility, expiration date | 30-Nov-14 | 29-Aug-13 | 29-Aug-13 | ||||
Interest paid | $48,000 | $81,000 | $11,000 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
employee | employee | ||
Restructuring Charges [Abstract] | |||
Reduction in workforce, full-time employees | 11 | 175 | |
Number of full-time employees | 650 | ||
Severance costs | $1.20 | $1.10 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Line Items] | ||||
Income tax provision (benefit) | ($1,169,000) | ($2,242,000) | $3,348,000 | |
Undistributed Earnings of Foreign Subsidiaries | 138,300,000 | |||
Deferred tax assets, change in valuation allowance | 3,400,000 | 4,400,000 | -7,700,000 | |
Federal Net operating loss carryforwards | 110,300,000 | |||
Research and development, orphan drug and investment tax credit carryforwards gross amount | 12,200,000 | |||
State net operating loss carryforwards | 26,900,000 | |||
State research and development tax credit carryforwards | 2,200,000 | |||
Valuation allowance related to stock option deductions | 3,700,000 | |||
Unrecognized tax benefits | 5,876,000 | 6,138,000 | 6,053,000 | 5,715,000 |
Unrecognized tax benefits that would impact effective tax rate | 2,200,000 | |||
Unrecognized tax benefits, amount offset by valuation allowance | 3,700,000 | |||
Promotion And Distribution Contract Rights [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax provision (benefit) | 6,800,000 | |||
Impairment of intangible asset | $42,700,000 | |||
China [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Statutory income tax rate | 25.00% | 25.00% | 25.00% | |
Income tax examination, period | 5 years |
Income_Taxes_Schedule_Of_Domes
Income Taxes (Schedule Of Domestic And Foreign Components Of Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Domestic | ($8,496) | ($17,168) | ($11,541) |
Foreign | 34,873 | 30,374 | 17,813 |
Income before income tax provision (benefit) | $26,377 | $13,206 | $6,272 |
Income_Taxes_Schedule_of_Effec
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Tax at federal statutory rate | $8,968 | $4,490 | $2,132 |
Foreign income tax at different rates | -10,788 | -8,383 | -10,405 |
Taxable dividend from foreign subsidiary | 11,900 | ||
Uncertain tax positions accrual | 127 | 297 | 999 |
Change in valuation allowance | 2,672 | 5,254 | -7,945 |
Stock-based compensation | 2 | -87 | -41 |
Non deductible expenses | 189 | 670 | 11 |
Other | -1 | 1 | 1 |
Income tax provision (benefit) | $1,169 | $2,242 | ($3,348) |
Income_Taxes_Schedule_Of_Compo
Income Taxes (Schedule Of Components Of Income Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Federal | |||
State | 1 | 1 | 1 |
Foreign | 1,489 | 2,032 | 3,445 |
Total current | 1,490 | 2,033 | 3,446 |
Federal | |||
State | |||
Foreign | -321 | 209 | -6,794 |
Total deferred | -321 | 209 | -6,794 |
Income tax provision (benefit) | $1,169 | $2,242 | ($3,348) |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Taxes [Abstract] | ||
Net operating loss carryforwards | $37,513 | $33,654 |
Research and development credit carryforwards | 10,615 | 10,498 |
Intangibles | 395 | 337 |
Other | 2,527 | 2,867 |
Deferred tax assets, gross | 51,050 | 47,356 |
Valuation allowance | -50,724 | -47,350 |
Total deferred tax assets | 326 | 6 |
Net deferred tax liabilities | $326 | $6 |
Income_Taxes_Schedule_Of_Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | |||
Balance beginning of period | $6,138 | $6,053 | $5,715 |
Additions for current year items | 32 | 36 | 1,050 |
Additions for prior year items | 88 | ||
Reductions for prior year items | -206 | -115 | -747 |
Changes for foreign currency translation | -88 | 76 | 35 |
Balance end of period | $5,876 | $6,138 | $6,053 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 30, 2013 | Jul. 31, 2014 | Oct. 31, 2011 | Dec. 18, 2006 | Dec. 19, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expenses recognized | $3,465,000 | $4,007,000 | $3,897,000 | ||||||
Share-based compensation, income tax benefit | 0 | ||||||||
Unrecognized compensation expense, net of forfeitures | 4,400,000 | ||||||||
Weighted average grant date fair value of options per share | $2.43 | $2.56 | $3.36 | ||||||
Estimated fair value of shares vested | 3,200,000 | 3,800,000 | 4,100,000 | ||||||
Compensation expense weighted average period recognized | 2 years 6 months 29 days | ||||||||
Stock repurchased and retired, shares | 3,822,434 | 2,404,034 | 4,709,651 | ||||||
Stock repurchased and retired, value | 24,400,000 | 12,519,000 | 24,836,000 | ||||||
Share repurchase program, remaining amount authorized | 300,000 | ||||||||
Share repurchase program, approved increase | 15,000,000 | ||||||||
Share repurchase program, amount authorized | 65,500,000 | 50,500,000 | |||||||
Dividend distribution declared, number of preferred stock purchase right per outstanding share of common stock | 1 | ||||||||
Number of common stock entitled to purchase per preferred stock purchase right | 0.001 | ||||||||
Preferred stock par value | $0.00 | $0.00 | 0.001 | ||||||
Agreement, period of required evaluation | 3 years | ||||||||
Series D Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Preferred stock par value | $0.00 | ||||||||
Preferred stock redemption price per share | $25 | ||||||||
Minimum percentage of company common stock being acquired for the rights to become exercisable | 15.00% | ||||||||
Common stock purchase discount percentage in the even of certain business combinations | 50.00% | ||||||||
Redemmed price per share authorized by the board prior to a group or person acquiring 15% of common stock | $0.00 | ||||||||
Two Company Board Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation costs | 200,000 | ||||||||
Number of employees affected by plan modification | 2 | ||||||||
Two Former Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award expiration | 1 year | 90 days | |||||||
Share based compensation costs | 100,000 | ||||||||
Number of employees affected by plan modification | 2 | ||||||||
Plan 2005 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 13,600,000 | ||||||||
Shares available for future issuance | 2,241,000 | ||||||||
Director Plan 2004 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 1,765,000 | ||||||||
Shares available for future issuance | 0 | ||||||||
Award expiration | 10 years | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 1,300,000 | ||||||||
Shares available for future issuance | 456,819 | ||||||||
Stock discount percentage | 85.00% | ||||||||
Stock plan maximum percentage withheld by employee | 15.00% | ||||||||
Common stock shares that can be purchased | 1,000 | ||||||||
Offering period | 3 months | ||||||||
Vesting period | 3 months | ||||||||
Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, option exercises, shares | 1,233,000 | 574,000 | 1,270,000 | ||||||
Intrinsic value of options at exercise | 2,400,000 | 1,300,000 | 4,500,000 | 1,300,000 | |||||
Cash from stock option exercise | 5,500,000 | 1,600,000 | 3,400,000 | ||||||
Performance-Based Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award expiration | 10 years | ||||||||
Share based compensation expense related to performance-based options | 100,000 | 39,000 | 36,000 | ||||||
RSUs [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense, net of forfeitures | 300,000 | ||||||||
Unrecognized compensation expense, weighted-average remaining period for recognition, in years | 1 year 3 months 11 days | ||||||||
Vesting percentage after one year | 25.00% | ||||||||
Weighted average grant date fair value of options per share | $4.52 | $4.98 | $6.49 | ||||||
Intrinsic value of options at exercise | |||||||||
Minimum [Member] | RSUs [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Maximum [Member] | Two Company Board Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award expiration | 2 years | 90 days | |||||||
Maximum [Member] | RSUs [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Inventory [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expenses recognized | $100,000 | $100,000 | $100,000 |
Stockholders_Equity_StockBased
Stockholders' Equity (Stock-Based Compensation Expenses Included In The Condensed Consolidated Statements Of Operations) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expenses recognized | $3,465 | $4,007 | $3,897 |
Sales And Marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expenses recognized | 1,031 | 1,113 | 1,169 |
Research And Development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expenses recognized | 104 | 122 | 212 |
General And Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expenses recognized | $2,330 | $2,772 | $2,516 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Valuation Assumptions Used For Stock Options And ESPP Plans) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock Option [Member] | |||
Risk-free interest rate | 1.61% | 1.02% | 0.92% |
Volatility factor of the market price of common stock | 57.96% | 64.12% | 63.79% |
Weighted-average expected life (years) | 5 years | 5 years 1 month 6 days | 5 years 2 months 16 days |
Performance-Based Stock Options [Member] | |||
Risk-free interest rate | 1.22% | 0.96% | |
Volatility factor of the market price of common stock | 63.20% | 63.66% | |
Weighted-average expected life (years) | 5 years 15 days | 5 years 2 months 19 days | |
ESPP [Member] | |||
Risk-free interest rate | 0.04% | 0.06% | 0.09% |
Volatility factor of the market price of common stock | 42.50% | 37.36% | 56.79% |
Weighted-average expected life (years) | 3 months | 3 months | 3 months |
Stockholders_Equity_Schedule_O1
Stockholders' Equity (Schedule Of Stock Option Activity) (Details) (Stock Option [Member], USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Option [Member] | ||||
Balance as of December 31, Number of Shares | 6,095 | 5,998 | 6,915 | |
Balance as of December 31, Weighted-Average Exercise Per Share | $4.14 | $4.05 | $3.46 | |
Options forfeited, Number of Shares | -705 | -966 | -1,536 | |
Options forfeited, Weighted-Average Exercise Per Share | $5.10 | $5.45 | $5.13 | |
Options granted, Number of Shares | 1,740 | 1,637 | 1,889 | |
Options granted, Weighted-Average Exercise Per Share | $4.85 | $4.76 | $6.14 | |
Options exercised, Number of Shares | -1,233 | -574 | -1,270 | |
Options exercised, Weighted-Average Exercise Per Share | $4.43 | $2.82 | $2.66 | |
Balance as of December 31, Number of Shares | 5,897 | 6,095 | 5,998 | 6,915 |
Balance as of December 31, Weighted-Average Exercise Per Share | $4.17 | $4.14 | $4.05 | $3.46 |
Options outstanding weighted average remaining contractual term (years) | 6 years 29 days | 5 years 7 months 28 days | 6 years 22 days | 6 years 11 months 23 days |
Balance outstanding aggregate intrinsic value | $27,066 | $7,199 | $5,575 | $8,130 |
Vested and expected to vest after December 31, 2014 Number of Shares | 5,445 | |||
Vested and expected to vest after December 31, 2014 Weighted-Average Exercise Per Share | $4.11 | |||
Vested and expected to vest after December 31, 2014 Weighted-Average Remaining Contractual Term (Years) | 5 years 10 months 2 days | |||
Vested and expected to vest after December 31, 2014 Aggregate Intrinsic Value | 25,342 | |||
Exercisable as of December 31, Number of Shares | 3,397 | |||
Exercisable as of December 31, Weighted-Average Exercise Per Share | $3.60 | |||
Exercisable as of December 31, Weighted-Average Remaining Contractual Term (Years) | 4 years 1 month 2 days | |||
Exercisable as of December 31, Aggregate Intrinsic Value | $17,537 |
Stockholders_Equity_Schedule_O2
Stockholders' Equity (Schedule Of RSU Activity) (Details) (RSUs [Member], USD $) | 12 Months Ended | |||
Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
RSUs [Member] | ||||
Balance as of December 31, Number of Shares | 368 | 260 | 177 | |
Options awarded, Number of Shares | 7 | 170 | 190 | |
Options Vested/Released, Number of shares | -212 | -39 | -47 | |
Options forfeited, Number of Shares | -4 | -23 | -60 | |
Balance as of December 31, Number of Shares | 159 | 368 | 260 | |
Balance outstanding aggregate intrinsic value | $1,393,000 | $1,857,000 | $1,121,000 | $758,000 |
Vested and expected to vest after December 31, 2014 Number of Shares | 140 | |||
Vested and expected to vest after December 31, 2014 Aggregate Intrinsic Value | 1,222,000 | |||
Exercisable as of December 31, 2014 (Vested and deferred), shares | ||||
Exercisable as of December 31, 2014 (Vested and deferred), intrinstic value |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Schedule Of Changes In The Composition Of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |||
Foreign Currency Translation, Beginning balance | $4,176 | $3,055 | $2,430 |
Foreign Currency Translation, Other comprehensive income (loss) before reclassifications | 1,121 | ||
Foreign Currency Translation, Amounts reclassified out of accumulated other comprehensive income to other income (expense), net | |||
Foreign Currency Translation, Other comprehensive income (loss) | -912 | 1,121 | 625 |
Foreign Currency Translation, Ending balance | 3,264 | 4,176 | 3,055 |
Available-for-Sale Investments, Beginning balance | -67 | -86 | |
Available-for-Sale Investments, Other comprehensive income (loss) before reclassifications | -4 | ||
Available-for-Sale Investments, Amounts reclassified out of accumulated other comprehensive income (loss) to other income (expense), net | 71 | ||
Available-for-Sale Investments, Other comprehensive income | 67 | 19 | |
Available-for-Sale Investments, Ending balance | -67 | ||
Beginning balance | 4,176 | 2,988 | 2,344 |
Other comprehensive income (loss) before reclassifications | 1,117 | ||
Amounts reclassified out of accumulated other comprehensive income to other income, net | 71 | ||
Other comprehensive income (loss) | -912 | 1,188 | 644 |
Ending balance | $3,264 | $4,176 | $2,988 |
401k_Plan_Details
401k Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
401k Plan [Abstract] | |||
Company 401k match, percentage | 50.00% | ||
Company contributions | $0.10 | $0.20 | $0.20 |
Licensing_Agreements_Details
Licensing Agreements (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | 13-May-13 | Mar. 31, 2014 | |
item | ||||||
Collateralized loan amount, maximum | $12,000,000 | |||||
Research and development expense related to in-licensing deals | 11,000,000 | 5,000,000 | ||||
The Medicines Company [Member] | ||||||
Number of products | 2 | |||||
Commitment agreement payment amount | 50,500,000 | |||||
Zensun [Member] | ||||||
Commitment agreement payment amount | 18,500,000 | |||||
Commitment agreement additional payment amount | 10,000,000 | |||||
Commitment agreement further payments upon approval for new indications of product | 25,000,000 | |||||
Collateralized loan amount, maximum | 12,000,000 | |||||
TLC [Member] | ||||||
Commitment agreement payment amount | $39,500,000 |
Contingencies_Details
Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2014 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Contingencies [Abstract] | |||||
Probable payment to government in penalties, fines and/or other remedies | $2,000,000 | ||||
Estimated SEC/DOJ investigation loss | 2,000,000 | 2,000,000 | |||
Unjust enrichment | 333,333 | ||||
Reasonable reimbursement to be paid | $3,314,629 |
Segment_Information_And_Geogra2
Segment Information And Geographic Data (Summary Information By Operating Segment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $134,790,000 | $127,058,000 | $156,269,000 | |||
Income (loss) from operations | 25,984,000 | 10,429,000 | 6,410,000 | |||
Non-operating income (expense), net | 393,000 | 2,777,000 | -138,000 | |||
Income (loss) before provision for income tax | 26,377,000 | 13,206,000 | 6,272,000 | |||
Upfront payments | 11,000,000 | 5,000,000 | 11,000,000 | 5,000,000 | ||
Restructuring charges | 1,181,000 | 1,096,000 | ||||
Estimated SEC/DOJ investigation loss | 2,000,000 | 2,000,000 | ||||
Escrow settlement cash and shares combined value | 2,600,000 | |||||
Sanofi [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Restructuring charges | 1,200,000 | |||||
China [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 130,311,000 | 122,616,000 | 152,227,000 | |||
Income (loss) from operations | 35,630,000 | 30,557,000 | 4,216,000 | |||
Non-operating income (expense), net | 412,000 | 233,000 | -122,000 | |||
Income (loss) before provision for income tax | 36,042,000 | 30,790,000 | 4,094,000 | |||
Impairment of intangible asset | 42,700,000 | |||||
Rest Of The World (Including The U.S. And Hong Kong) [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 4,479,000 | 4,442,000 | 4,042,000 | |||
Income (loss) from operations | -9,646,000 | -20,128,000 | 2,194,000 | |||
Non-operating income (expense), net | -19,000 | 2,544,000 | -16,000 | |||
Income (loss) before provision for income tax | ($9,665,000) | ($17,584,000) | $2,178,000 |
Segment_Information_And_Geogra3
Segment Information And Geographic Data (Long-Lived Assets By Operating Segment) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Segment Reporting Information [Line Items] | |
Long-lived assets | $41,634 |
China [Member] | |
Segment Reporting Information [Line Items] | |
Long-lived assets | 41,092 |
Rest Of The World (Including The U.S. And Hong Kong) [Member] | |
Segment Reporting Information [Line Items] | |
Long-lived assets | $542 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 08, 2013 | |
Product sales, net | $40,737,000 | $33,621,000 | $31,551,000 | $26,064,000 | $31,925,000 | $25,273,000 | $21,683,000 | $20,533,000 | $131,973,000 | $99,414,000 | $123,171,000 | |
Promotion services | 688,000 | 666,000 | 962,000 | 501,000 | 809,000 | 9,953,000 | 7,609,000 | 9,273,000 | 2,817,000 | 27,644,000 | 33,098,000 | |
Cost of product sales | 7,425,000 | 6,005,000 | 5,011,000 | 4,561,000 | 6,037,000 | 3,808,000 | 3,205,000 | 4,618,000 | 23,002,000 | 17,668,000 | 21,996,000 | |
Net income | 3,519,000 | 7,915,000 | 9,640,000 | 4,134,000 | 36,000 | 8,708,000 | -1,983,000 | 4,203,000 | 25,208,000 | 10,964,000 | 9,620,000 | |
Basic net income per share | $0.07 | $0.16 | $0.19 | $0.08 | $0 | $0.16 | ($0.04) | $0.08 | $0.49 | $0.20 | $0.17 | |
Diluted net income per share | $0.07 | $0.15 | $0.18 | $0.08 | $0 | $0.16 | ($0.04) | $0.08 | $0.48 | $0.20 | $0.16 | |
Upfront payments | 11,000,000 | 5,000,000 | 11,000,000 | 5,000,000 | ||||||||
Escrow settlement, cash and shares combined value | 2,600,000 | |||||||||||
Estimated SEC/DOJ investigation loss | 2,000,000 | 2,000,000 | ||||||||||
Probable payment to government in penalties, fines and/or other remedies | 2,000,000 | |||||||||||
Goodwill and Intangible Asset Impairment | 42,728,000 | |||||||||||
Non cash gain due to decrease in achieving targets | -15,422,000 | |||||||||||
NovaMed [Member] | ||||||||||||
Escrow settlement, cash retained | 800,000 | |||||||||||
Escrow settlement, common stock retained | 342,300 | |||||||||||
Escrow settlement, cash and shares combined value | 2,600,000 | 2,600,000 | ||||||||||
Sanofi [Member] | ||||||||||||
Promotion services | $200,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 2 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 10, 2015 | Jul. 31, 2014 | Oct. 31, 2011 | Feb. 28, 2015 | |
Subsequent Event [Line Items] | |||||||
Share repurchase program, approved increase | $15,000,000 | ||||||
Share repurchase program, amount authorized | 65,500,000 | 50,500,000 | |||||
Stock repurchased and retired, shares | 3,822,434 | 2,404,034 | 4,709,651 | ||||
Stock repurchased and retired, value | 24,400,000 | 12,519,000 | 24,836,000 | ||||
Share repurchase program, remaining amount authorized | 300,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share repurchase program, approved increase | 15,000,000 | ||||||
Share repurchase program, amount authorized | 80,500,000 | ||||||
Stock repurchased and retired, shares | 28,651 | ||||||
Stock repurchased and retired, value | 300,000 | ||||||
Share repurchase program, remaining amount authorized | $15,000,000 |
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Receivables Reserve [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at Beginning of Period | ($3,587) | ($1,046) | |||
Charges for Amount Reserved | -2,541 | [1] | -1,046 | [2] | |
Deductions for Amounts Recovered | 1,500 | ||||
Deductions for Amounts Written Off | 1,089 | ||||
Balance at End of Period | -998 | -3,587 | -1,046 | ||
Reserve For Product Returns [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Balance at Beginning of Period | -123 | -116 | |||
Charges for Amount Reserved | -66 | -58 | |||
Deductions for Amounts Recovered | 123 | 51 | |||
Deductions for Amounts Written Off | |||||
Balance at End of Period | -66 | -123 | |||
Reserve For Product Returns [Member] | General And Administrative [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Charges for Amount Reserved | -2,500 | ||||
Reserve For Product Returns [Member] | Product Revenue [Member] | |||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Charges for Amount Reserved | ($1,000) | ||||
[1] | For the year ended December 31, 2013, the charges for amounts reserved included $2.5 million of general and administrative expense related to bad debt that was uncertain of collection. | ||||
[2] | For the year ended December 31, 2012, the charges for amounts reserved included $1.0 million recorded as a reduction in product revenue relating to price concessions that were recorded to the accounts receivable reserve. |