Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 07, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'scln | ' | ' |
Entity Registrant Name | 'SCICLONE PHARMACEUTICALS INC | ' | ' |
Entity Central Index Key | '0000880771 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 51,957,936 | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Public Float | ' | ' | $268,873,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $85,803 | $84,228 |
Accounts receivable, net of allowance of $3,587 and $1,169 at December 31, 2013 and 2012, respectively | 40,008 | 38,109 |
Inventories | 15,238 | 10,424 |
Restricted cash and investments | 75 | 2,759 |
Prepaid expenses and other current assets | 2,287 | 1,809 |
Total current assets | 143,411 | 137,329 |
Property and equipment, net | 843 | 1,377 |
Deferred tax assets | 374 | 369 |
Goodwill | 35,357 | 34,313 |
Other assets | 242 | 683 |
Total assets | 180,227 | 174,071 |
Current liabilities: | ' | ' |
Accounts payable | 7,190 | 7,787 |
Accrued and other current liabilities | 21,464 | 21,427 |
Deferred revenue | 2,915 | ' |
Deferred tax liabilities | 368 | 153 |
Short-term borrowings on credit facilities | 1,651 | 1,445 |
Total current liabilities | 33,588 | 30,812 |
Other long-term liabilities | 44 | 237 |
Commitments and contingencies | ' | ' |
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; 52,371,664 and 54,484,053 shares issued and outstanding at December 31, 2013 and 2012, respectively | 52 | 54 |
Additional paid-in capital | 278,327 | 274,387 |
Accumulated other comprehensive income | 4,176 | 2,988 |
Accumulated deficit | -135,960 | -134,407 |
Total stockholders' equity | 146,595 | 143,022 |
Total liabilities and stockholders' equity | $180,227 | $174,071 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Allowance for doubtful accounts | $3,587 | $1,169 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 52,371,664 | 54,484,053 |
Common stock, shares outstanding | 52,371,664 | 54,484,053 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net revenues: | ' | ' | ' |
Product sales, net | $99,414 | $123,171 | $111,951 |
Promotion services | 27,644 | 33,098 | 20,614 |
Total net revenues | 127,058 | 156,269 | 132,565 |
Operating expenses: | ' | ' | ' |
Cost of product sales | 17,668 | 21,996 | 19,409 |
Sales and marketing | 55,821 | 70,327 | 48,853 |
Amortization of acquired intangible assets, related to sales and marketing | ' | 2,645 | 2,465 |
Research and development | 7,463 | 5,145 | 12,346 |
General and administrative | 32,496 | 21,344 | 24,032 |
Restructuring charges | 1,181 | 1,096 | ' |
Estimated SEC/DOJ investigation loss | 2,000 | ' | ' |
Intangible asset impairment (Note 6) | ' | 42,728 | ' |
Change in fair value of contingent consideration (Notes 3 & 8) | ' | -15,422 | -3,495 |
Total operating expenses | 116,629 | 149,859 | 103,610 |
Income from operations | 10,429 | 6,410 | 28,955 |
Non-operating income (expense): | ' | ' | ' |
Interest and investment income | 85 | 89 | 71 |
Interest and investment expense | -103 | -185 | -213 |
Other (expense) income, net | 2,795 | -42 | -21 |
Income before provision (benefit) for income tax | 13,206 | 6,272 | 28,792 |
Provision (benefit) for income tax | 2,242 | -3,348 | 670 |
Net income | $10,964 | $9,620 | $28,122 |
Basic net income per share | $0.20 | $0.17 | $0.51 |
Diluted net income per share | $0.20 | $0.16 | $0.49 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements Of Comprehensive Income [Abstract] | ' | ' | ' |
Net income | $10,964 | $9,620 | $28,122 |
Other comprehensive income, net of income taxes: | ' | ' | ' |
Unrealized (gain) loss and foreign currency translation arising during the period on foreign currency denominated available-for-sale securities | -4 | 19 | -16 |
Reclassification adjustment for losses included in net income | 71 | ' | ' |
Net change | 67 | 19 | -16 |
Foreign currency translation | 1,121 | 625 | 2,293 |
Total other comprehensive income | 1,188 | 644 | 2,277 |
Total comprehensive income | $12,152 | $10,264 | $30,399 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2010 | $48 | $225,897 | $67 | ($143,824) | $82,188 |
Balance, shares at Dec. 31, 2010 | 48,011,000 | ' | ' | ' | ' |
Net income | ' | ' | ' | 28,122 | 28,122 |
Other comprehensive income | ' | ' | 2,277 | ' | 2,277 |
Issuance of common stock for acquisition of NovaMed | 8 | 31,522 | ' | ' | 31,530 |
Issuance of common stock for acquisition of NovaMed, shares | 8,298,000 | ' | ' | ' | ' |
Issuance of common stock from exercise of stock options and employee stock purchase plan | 3 | 6,319 | ' | ' | 6,322 |
Issuance of common stock from exercise of stock options and employee stock purchase plan, shares | 2,319,000 | ' | ' | ' | ' |
Compensation related to stock option awards | ' | 3,175 | ' | ' | 3,175 |
Repurchase of common stock | -1 | ' | ' | -3,494 | -3,495 |
Repurchase of common stock, shares | -781,000 | ' | ' | ' | -780,892 |
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 | ' | ' | 644 | ' | 644 |
Issuance of common stock from exercise of stock options and employee stock purchase plan | 1 | 3,491 | ' | ' | 3,492 |
Issuance of common stock from exercise of stock options and employee stock purchase plan, 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 | ' | ' | 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 | ' | 1,705 | ' | ' | 1,705 |
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan, 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 | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities: | ' | ' | ' |
Net income | $10,964 | $9,620 | $28,122 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Non-cash expense related to stock-based compensation | 4,007 | 3,897 | 3,108 |
Non-cash escrow share settlement | -1,866 | ' | ' |
Provision for losses on accounts receivable | 2,540 | ' | ' |
Depreciation and amortization | 860 | 3,449 | 2,942 |
Intangible asset impairment (Note 6) | ' | 42,728 | ' |
Loss on maturity of available-for-sale investments | 75 | ' | ' |
Loss on disposal of fixed assets | 17 | ' | ' |
Change in fair value of contingent consideration | ' | -15,422 | -3,495 |
Deferred income taxes | 191 | -6,785 | -1,602 |
Other long-term liabilities | -133 | -232 | -222 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable, net | -4,233 | 356 | -2,730 |
Inventories | -4,685 | 801 | -2,269 |
Prepaid expenses and other assets | 32 | -156 | 976 |
Accounts payable | -652 | 2,195 | 945 |
Accrued and other current liabilities | -488 | 3,070 | 3,680 |
Deferred revenue | 2,873 | ' | ' |
Net cash provided by operating activities | 9,502 | 43,521 | 29,455 |
Investing activities: | ' | ' | ' |
Acquisition of NovaMed, net of cash acquired | ' | ' | -21,256 |
Purchases of available-for-sale investments | ' | -75 | -1,580 |
Proceeds from the sale or maturities of available-for-sale investments | 379 | ' | 4,682 |
Purchases of property and equipment | -324 | -1,128 | -686 |
Net cash provided by (used in) investing activities | 55 | -1,203 | -18,840 |
Financing activities: | ' | ' | ' |
Repurchase of common stockincluding commissions | -12,519 | -24,836 | -3,495 |
Repayment of credit facility | -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 | 1,705 | 3,492 | 6,322 |
Net cash (used in) provided by financing activities | -8,353 | -24,699 | 2,827 |
Effect of exchange rate changes on cash and cash equivalents | 371 | -45 | 195 |
Net increase in cash and cash equivalents | 1,575 | 17,574 | 13,637 |
Cash and cash equivalents, beginning of period | 84,228 | 66,654 | 53,017 |
Cash and cash equivalents, end of period | 85,803 | 84,228 | 66,654 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Income taxes paid related to foreign operations | 2,237 | 1,893 | 1,102 |
Interest and unused line fees paid related to borrowings | 81 | 136 | 169 |
Issuance of SciClone stock for acquisition of NovaMed | ' | ' | $31,530 |
The_Company_And_Summary_Of_Sig
The Company And Summary Of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||
The Company And Summary Of Significant Accounting Policies | ' | ||||||||
SCICLONE PHARMACEUTICALS, INC. | |||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |||||||||
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 10 mostly partnered 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. | |||||||||
On April 18, 2011, SciClone acquired NovaMed Pharmaceuticals, Inc. (“NovaMed”). See Note 8. Commencing April 18, 2011, the Company’s financial statements include the assets, liabilities, operating results and cash flows of NovaMed. | |||||||||
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 available-for-sale portfolio as of December 31, 2013 consisted of money market funds that were included in cash and cash equivalents, and a certificate of deposit that was included in restricted cash and investments. | |||||||||
Unrealized gains or losses on available-for-sale securities are included in accumulated other comprehensive income on the consolidated balance sheet. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in earnings. Gains or losses and declines in value judged to be other-than-temporary on trading 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. | |||||||||
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 and accounts receivable. The Company is exposed to credit risk in the event of default by the institutions holding the cash, cash equivalents and investments 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 Lingyun Biopharmaceutical (Shanghai) 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, | |||||||||
2013 | 2012 | 2011 | |||||||
Customer A | 75% | 59% | 66% | ||||||
Customer B | 20% | 20% | 15% | ||||||
Customer C | — | 12% | — | ||||||
Customer D | — | — | 15% | ||||||
A third party holds a majority interest in the Company’s largest customer. | |||||||||
As of December 31, 2013, approximately $38.3 million, or 88%, of the Company's gross accounts receivable were attributable to two customers in China including $31.1 million or 71% attributable to its largest customer. 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 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 | |||||||||
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 $3.7 million in accounts receivable that were past due ninety days or more. As of December 31, 2013 and 2012, the Company had a receivable reserve of approximately $3.5 million and $1.0 million, respectively, related to gross accounts receivable of $3.5 million from one customer that is, as of December 31, 2013, more than one year past due. The Company increased the accounts receivable reserve in 2013 as a result of continual negotiations that indicate the accounts receivable balance may not be recoverable. The receivable reserve reflects the Company’s best estimate of the ultimate collection, though actual collections may vary and the Company continues to pursue the full amount of the accounts receivables. The Company also had an additional receivable reserve of $0.1 million as of December 31, 2013 related to another customer due to the Company’s uncertainty of collecting a portion of the outstanding accounts receivable balance. | |||||||||
Reserve for Product Returns: The Company maintains a 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 product returns reserve requires estimates and involves a high degree of subjectivity and judgment. As a result of the uncertainties involved in estimating the product returns reserve, there is a possibility that materially different amounts could be reported under different conditions or using different assumptions. As of December 31, 2013 and 2012, the Company had estimated a product returns reserve of $0 and $0.1 million, respectively, on its consolidated balance sheets related to sales of oncology products and Aggrastat®. | |||||||||
No reserve for product returns existed as of December 31, 2013. As of December 31, 2012, the Company had recorded a $0.3 million liability for expired product that existed at the time of the NovaMed acquisition, related to pre-acquisition sales, that was paid in 2013. The Company has concluded a liability for expired product existed at the time of the NovaMed acquisition, related to pre-acquisition sales. | |||||||||
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. | |||||||||
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. | |||||||||
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 4 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, 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 determined that a full impairment should be recorded. Refer to Net Intangible Assets in Note 6 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 was assigned to the Company’s China segment which focuses on the Company’s primary pharmaceutical distribution market, consisting of the acquired NovaMed business and the legacy China business of the Company, which it determined to represent a single reporting unit. For the years ended December 31, 2013, 2012 and 2011, 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 promotion agreement 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 fourth quarters of 2013, 2012 and 2011, the Company concluded that goodwill was not impaired in any of these years. | |||||||||
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, Acquisition Note 8, and Escrow Settlement Agreement Note 9 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 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 of 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. Intangible assets and goodwill 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 values of intangible assets, prior to the write down of the intangible assets, and goodwill may fluctuate with the value of the renminbi 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, from the date of the acquisition of the NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed”) subsidiary in April of 2011 into 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 the 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 is required to return or refund a portion of promotion services fees received during interim periods from pharmaceutical customers if defined annual sales targets are not achieved. Under the Company’s agreements with these customers, if the agreement is terminated, and provided such targets have been met on a “pro rata” basis at the date of contract termination, the Company is entitled to retain the amounts paid. Due to the ability to retain amounts paid upon contract termination, provided applicable targets have 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 Aventis S.A. (“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. The Company received initial notification of non-renewal from Sanofi in early October 2013. Subsequent thereto, the Company believes that Sanofi breached its obligations under these agreements by among other things, failing to place orders for and supply product for the fourth quarter of 2013 in relation to sales the Company generated, and failing to pay promotion fees due to NovaMed under the agreements. As of December 31, 2013, the Company had $4.3 million of uncollected receivables due from Sanofi that related to revenue recognized during the first three quarters of 2013. The Company has demanded that Sanofi make full payment of the promotional fees due to NovaMed. If this matter is not resolved to the Company’s satisfaction, the Company intends to vigorously pursue its claims against Sanofi in arbitration. | |||||||||
The Company’s agreements with Sanofi contain provisions (identical regardless of individual product promotion agreement) that required a refund of a portion of promotion services fees received during interim periods from them if defined annual sales targets were not achieved. Consistent with the Company’s past practice, and consistent with its achievement (or excess achievement) of annual revenue targets in each prior period based on Method 2 of Accounting Standards Codification 605-20-S99-1, “Accounting for Management Fees Based on a Formula,” the Company recognized revenue during interim periods without reduction for amounts subject to refund because it met and substantially exceeded such targets on a “pro rata” basis at interim dates. Our treatment of the subject-to-refund portion is consistent with the contractual provisions, which provide that the sales targets will be measured on a pro-rated basis if an agreement were to hypothetically terminate as of any given date. | |||||||||
Due to Sanofi’s failure to place orders for shipment in the fourth quarter and fully meet the demand the Company generated, the Company’s actual promotional fees receivable in the fourth quarter of 2013 were negatively impacted. Due to this failure, the Company did not achieve the defined annual sales targets for fiscal 2013. Under the Company’s agreements with Sanofi, a failure to reach the annual sales target would result in approximately $6.2 million subject to refund related to our performance in the first three quarters of 2013. However, the Company’s agreements required that Sanofi continue to support the Company’s sales efforts by continuing to provide product through the end of the terms of the agreements. The Company believes it has no obligation to refund any amounts subject to this provision because its inability to achieve the defined annual sales was the result of a failure to perform by Sanofi. | |||||||||
As the Company is in a dispute with Sanofi concerning Sanofi’s performance, the Company therefore deferred revenue recognition of approximately $2.9 million of Sanofi promotion fees for the fourth quarter of 2013, pending resolution of the dispute. As the Company is legally entitled to at least the $2.9 million recorded as a receivable, the non-recognition of revenue resulted in an equal and offsetting amount of deferred revenue. The Company’s revenues for 2013, 2012 and 2011 with Sanofi were approximately $25.0 million, $30.8 million, and $19.7 million, respectively. | |||||||||
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 its promotion services of medical products under the relevant taxation laws in China. Sales tax and surcharge costs amounted to approximately $3.5 million, $3.8 million and $2.6 million, for the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||
Research and Development Expenses | |||||||||
Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including associated stock-based compensation, facility-related expenses, depreciation of facilities and equipment, license-related fees, and services performed by clinical research organizations and research institutions and other outside service providers. | |||||||||
Expenses related to clinical trials 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 monitors planned protocols, work performed, patient enrollment levels and related activities to the extent possible and adjusts estimates accordingly. 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. Nonrefundable advance payments for research and development goods or services are recognized as expense as the related goods are delivered or the related services are provided. | |||||||||
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, 2013, 2012, and 2011 were $0.1 million, $0.2 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 employee stock purchase plans. 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 estimated obligations for 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 $1.2 million, $0.8 million and $0.4 million as of December 31, 2013, 2012, 2011, 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): | |||||||||
2013 | 2012 | 2011 | |||||||
Numerator: | |||||||||
Net income | $ | 10,964 | $ | 9,620 | $ | 28,122 | |||
Denominator: | |||||||||
Weighted-average shares outstanding used to | |||||||||
compute basic net income per share | 53,587 | 56,637 | 55,110 | ||||||
Effect of dilutive securities | 1,349 | 1,846 | 2,277 | ||||||
Weighted-average shares outstanding used to | |||||||||
compute diluted net income per share | 54,936 | 58,483 | 57,387 | ||||||
Basic net income per share | $ | 0.20 | $ | 0.17 | $ | 0.51 | |||
Diluted net income per share | $ | 0.20 | $ | 0.16 | $ | 0.49 | |||
For the years ended December 31, 2013, 2012, and 2011, approximately 3,378,063, 3,280,492, and 3,030,664 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, 2013, 2012, and 2011, 50,171, 118,046 and 35,068 shares, respectively, subject to market or performance conditions were excluded from the calculation of diluted net income per share because the performance or market criteria had not been met. | |||||||||
Segment Information | |||||||||
The Company operates in two segments (refer to Note 19). | |||||||||
Reclassifications | |||||||||
The Company reclassified restructuring charges of $1.0 million and $0.1 million from research and development expense and general and administrative expense, respectively, for the year ended December 31, 2012 to restructuring charges to conform to the current year presentation. These reclassifications had no effect on prior years’ net income or stockholders’ equity. | |||||||||
New Accounting Standards | |||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard update will be effective for the Company’s first quarter of fiscal 2014, at which time the Company will include the required disclosures. | |||||||||
In March 2013, the FASB issued an accounting standards update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in the foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within the foreign entity. This accounting standard update is effective for the fiscal year beginning after December 15, 2013. The Company is currently evaluating the impact of this accounting standard update on its financial statements. | |||||||||
In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 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 (“ASU 2013-11”). With certain exceptions, ASU 2013-11 requires entities to present an unrecognized tax benefit or portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. The guidance is effective for interim and annual periods beginning after December 15, 2013 on either a prospective or retrospective basis with early adoption permitted. The Company plans on adopting this guidance commencing in 2014 on a prospective basis. The Company does not expect adoption of this guidance to have a material impact on its consolidated results of operations and financial condition. | |||||||||
Available_For_Sale_Investments
Available For Sale Investments | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Available For Sale Investments [Abstract] | ' | |||||||||||
Available For Sale Investments | ' | |||||||||||
Note 2 — Available for Sale Investments | ||||||||||||
The following is a summary of available-for-sale investments (in thousands): | ||||||||||||
As of December 31, 2013 | ||||||||||||
Unrealized | ||||||||||||
Losses for | ||||||||||||
Amortized | Unrealized | More Than | Estimated | |||||||||
Cost | Gains | 12 Months | Fair Value | |||||||||
Certificate of deposit maturing in 2014 | $ | 75 | $ | — | $ | — | $ | 75 | ||||
Money market funds | 28,262 | — | — | 28,262 | ||||||||
Total available-for-sale investments | $ | 28,337 | $ | — | $ | — | $ | 28,337 | ||||
As of December 31, 2012 | ||||||||||||
Unrealized | ||||||||||||
Losses for | ||||||||||||
Amortized | Unrealized | More Than | Estimated | |||||||||
Cost | Gains | 12 Months | Fair Value | |||||||||
Certificate of deposit that matured in 2013 | $ | 75 | $ | — | $ | — | $ | 75 | ||||
Money market funds | 43,505 | — | — | 43,505 | ||||||||
Restricted Italian state bonds that matured | ||||||||||||
in 2013 | 451 | — | -67 | 384 | ||||||||
Total available-for-sale investments | $ | 44,031 | $ | — | $ | -67 | $ | 43,964 | ||||
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 amounts were reclassified out of other comprehensive income and included in other expense in net income. | ||||||||||||
The Company’s certificate of deposit for $0.1 million as of December 31, 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, 2013 | |||||||||||||
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 (available-for-sale investments) measured at fair value on a recurring basis (in thousands): | |||||||||||||
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 | |||||
Fair Value Measurements as of December 31, 2012 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-12 | |||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | |||||
Money market funds | 43,505 | — | — | 43,505 | |||||||||
Restricted Italian state | |||||||||||||
bonds | 384 | — | — | 384 | |||||||||
Total | $ | 43,889 | $ | 75 | $ | — | $ | 43,964 | |||||
The following table provides a summary of changes in fair value of the Company’s level 3 liability during fiscal 2012 and 2011 (in thousands): | |||||||||||||
Contingent | |||||||||||||
Consideration | |||||||||||||
Balance as of December 31, 2010 | $ | — | |||||||||||
Fair value at acquisition date | 18,870 | ||||||||||||
Change in the estimated fair value of the | |||||||||||||
contingent consideration liability | -3,495 | ||||||||||||
Translation adjustments | 25 | ||||||||||||
Balance as of December 31, 2011 | 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, 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 measurement period for the contingent consideration ended on December 31, 2012 and the payout of the contingent consideration was determined to be zero. The terms governing the earn-out and information regarding the estimated fair value of the earn-out are disclosed in Note 8, Acquisition. | |||||||||||||
Inventories
Inventories | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Inventories [Abstract] | ' | ||||||
Inventories | ' | ||||||
Note 4 — Inventories | |||||||
Inventories consisted of the following (in thousands): | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Raw materials | $ | 7,746 | $ | 3,184 | |||
Work in progress | 319 | 904 | |||||
Finished goods | 7,173 | 6,336 | |||||
$ | 15,238 | $ | 10,424 | ||||
As of December 31, 2013 and 2012, the Company had $2.4 million and $2.3 million, respectively, in inventory held at distributors related to products sold by its NovaMed subsidiary. | |||||||
Property_And_Equipment
Property And Equipment | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property And Equipment [Abstract] | ' | |||||
Property And Equipment | ' | |||||
Note 5 — Property and Equipment | ||||||
Property and equipment consisted of the following (in thousands): | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Construction in process | $ | 143 | $ | — | ||
Office equipment | 1,406 | 1,379 | ||||
Leasehold improvements | 1,518 | 1,647 | ||||
Office furniture and fixtures | 606 | 606 | ||||
Software | 212 | 204 | ||||
Vehicle | 68 | 68 | ||||
3,953 | 3,904 | |||||
Less accumulated depreciation | -3,110 | -2,527 | ||||
Net property and equipment | $ | 843 | $ | 1,377 | ||
Depreciation expense was $0.9 million, $0.6 million and $0.3 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||
Net_Intangible_Assets
Net Intangible Assets | 12 Months Ended |
Dec. 31, 2013 | |
Net Intangible Assets [Abstract] | ' |
Net Intangible Assets | ' |
Note 6 — 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 determined that a full impairment should be recorded 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 income for the year ended December 31, 2012 recorded to intangible asset impairment. 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, $2.6 million and $2.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. No further amortization expense will be recorded in future periods related to the acquired promotion and distribution contract intangible assets. | |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Accrued Liabilities [Abstract] | ' | ||||||
Accrued Liabilities | ' | ||||||
Note 7 — Accrued Liabilities | |||||||
The following is a summary of accrued liabilities (in thousands): | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Accrued sales and marketing expenses | $ | 6,419 | $ | 9,051 | |||
Accrued taxes, tax reserves and interest | 5,029 | 4,410 | |||||
Accrued compensation and benefits | 3,475 | 3,232 | |||||
Accrued professional fees | 1,601 | 1,570 | |||||
Accrued manufacturing costs | 1,617 | 882 | |||||
Accrued estimated SEC and DOJ | |||||||
investigation loss | 2,000 | — | |||||
Other | 1,323 | 2,282 | |||||
$ | 21,464 | $ | 21,427 | ||||
Acquisition
Acquisition | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Acquisition [Abstract] | ' | |||
Acquisition | ' | |||
Note 8 — Acquisition | ||||
On April 18, 2011, SciClone acquired all the outstanding shares of NovaMed pursuant to the terms of a Share Purchase Agreement (the “Agreement”) dated April 18, 2011 between SciClone, NovaMed, the shareholders of NovaMed and SciClone Pharmaceuticals Hong Kong Limited, a wholly-owned subsidiary of SciClone. The Company acquired NovaMed to bring additional broad sales and marketing, as well as regulatory and extensive business capabilities and pharmaceutical assets, on the market as well as in the regulatory approval stage, to its growing and profitable China focused specialty pharmaceutical business. Under the terms of the Agreement, the purchase price was comprised of up-front payments of approximately $24.6 million in cash, 8,298,110 shares of SciClone common stock and 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”). | ||||
Under the Agreement, the earn-out was based on certain financial performance metrics, including a revenue-based formula and an adjusted EBITDA (earnings before interest, depreciation and taxes) based formula. The earn-out provisions provided that: (i) if cumulative revenue in China for legacy NovaMed products for the two fiscal years ended December 31, 2012 exceeded $94.2 million, a cash payment ranging from $0 to $11.5 million would be paid, with the full amount payable if such revenue was $117.8 million or more; and (ii) if adjusted EBITDA for the two year period ended December 31, 2012 exceeded $91.8 million, a cash payment from $17.2 million to $21.5 million would have been paid with the full amount payable if such adjusted EBITDA was $137.8 million or more. Adjusted EBITDA is defined in the Agreement to exclude certain expenses which are not generally related to operating results in China, including SciClone’s US research and development expense, certain share-based compensation, license fees paid by SciClone for new products, certain legal and advisory fees related to the Agreement or to change-in-control transactions, and certain fees and expenses, including legal fees and governmental fines or settlements paid with respect to the pending formal, non-public investigation being conducted by the US Securities and Exchange Commission (“SEC”). | ||||
The earn-out provisions were subject to a number of adjustments and acceleration provisions. The total earn-out payments described above could have been increased by $10.0 million (a total maximum contingent cash consideration of $43.0 million) or reduced by $10.0 million, depending upon whether the Company was able to achieve targets relating to the renewal of the Depakine services agreement with Sanofi. The earn-out payments would have been due 20 business days after completion of the Company’s audit for the fiscal year ended December 31, 2012. The earn-out provisions were subject to various limitations and conditions specified in the Agreement. | ||||
The fair value of the earn-out was re-measured each period, and changes in the fair value were recorded to “Change in fair value of 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. The estimated fair value of the contingent consideration was subject to fluctuations as a result of adjustments to certain performance metric projections used to estimate the fair value. As of December 31, 2011, the significant unobservable inputs used in the fair value measurement of the contingent consideration were revenue volatility of 40%; revenue discount rate of 20%; risk free rate of 0.15%; earn-out discount rate, including counterparty risk of 5%; estimates of projected revenues and earnings before taxes; and other assumptions regarding customer conditions, and employment termination considerations. Significant changes in the estimated revenues, earnings before taxes, customer conditions, and revenue volatility would have resulted in changes in the fair value measurement. Generally, a change in the assumptions used for the revenue discount rate was accompanied by a change in the fair value of the contingent consideration. | ||||
The Company initially recorded $18.9 million as the estimated fair value of the contingent consideration. The fair value of the contingent consideration was remeasured each quarter, and changes to the fair value were recorded to contingent consideration expense or gain. As of December 31, 2012 and 2011, the Company estimated the fair value of the contingent consideration to be $0 and $15.4 million, resulting in a non-cash gain of $15.4 million and $3.5 million for the years ended December 31, 2012 and 2011, respectively. The earn-out period closed as of December 31, 2012, and as such, the Company has no contingent consideration recorded subsequent to this date. The significant reduction in the valuation of the contingent consideration expense for 2012 was primarily due to revenue and EBITDA targets not being achieved and to the reduced probability of renewal relating to NovaMed’s product distribution agreements, including, in particular, the target of renewing the Depakine services agreement with Sanofi for a five-year term. The Depakine services agreement was extended through December 31, 2013, a term less than five years. | ||||
Under the acquisition method of accounting, the total acquisition-date fair value of the assets and liabilities are recognized as of the closing date, and the excess of the consideration transferred over the acquisition date fair value of net assets acquired is recorded as goodwill. The total purchase price of the net assets acquired and included in the Company’s consolidated balance sheet is as follows (in thousands): | ||||
Cash | $ | 3,322 | ||
Accounts receivable | 4,827 | |||
Inventory | 1,724 | |||
Prepaid and other assets | 486 | |||
Property and equipment | 80 | |||
Deferred tax assets | 1,389 | |||
Intangible assets - promotion | ||||
and distribution contract rights | 46,310 | |||
Goodwill | 32,843 | |||
Deferred tax liabilities | -9,352 | |||
Liabilities assumed | -6,651 | |||
Total net assets acquired | $ | 74,978 | ||
Goodwill, which is included in the Company’s China segment, was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition of NovaMed reflected planned benefits from combining the operations of NovaMed with the operations of SciClone and any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified products. Goodwill is not amortized and is not deductible for tax purposes. | ||||
The following table represents the changes in goodwill for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||
Balance as of December 31, 2010 | $ | — | ||
Goodwill for the acquisition of NovaMed | 32,843 | |||
Translation adjustments | 1,025 | |||
Balance as of December 31, 2011 | $ | 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 | ||
Deferred tax liabilities as of December 31, 2011, reflected non-deductible amortization expenses associated with the promotion and distribution contract intangible assets recognized as part of the acquisition. | ||||
The results of operations of NovaMed are included in the Company’s financial statements from April 18, 2011, the date of acquisition. The following summary, prepared on an unaudited pro-forma basis, reflects consolidated results of operations for the year ended December 31, 2011 assuming NovaMed had been acquired on January 1, 2011. The pro forma results of continuing operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the year presented or the results which may occur in the future. (in thousands, except per share data): | ||||
Total revenues | $ | 140,604 | ||
Net income | $ | 24,849 | ||
Basic net income per share | $ | 0.45 | ||
Diluted net income per share | $ | 0.43 | ||
The following table presents information for NovaMed that is included in SciClone’s consolidated statement of income from April 18, 2011 through December 31, 2011(in thousands): | ||||
Total revenues | $ | 27,852 | ||
Net loss | $ | -3,835 | ||
For the year ended December 31, 2011, the Company recorded acquisition-related transaction costs of $3.8 million which were included in general and administrative expense in the consolidated statement of income. | ||||
Escrow_Settlement_Agreement
Escrow Settlement Agreement | 12 Months Ended |
Dec. 31, 2013 | |
Escrow Settlement Agreement [Abstract] | ' |
Escrow Settlement Agreement | ' |
Note 9 — 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 was 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, 2013 | ||||||||||
Commitments [Abstract] | ' | |||||||||
Commitments | ' | |||||||||
Note 10 — 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, 2013, 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 Expansion Agreement”) that expires on June 30, 2014. Both the Lease and Expansion Agreements contain rent escalations of approximately 4% and 6% per year, respectively. The Company is recognizing the rental expense on a straight-line basis over the lease terms. Under the terms of the Lease and the Expansion Agreements, 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 terms as a reduction of rent expense. The leases require the Company to pay insurance and taxes and its pro-rata share of operating expenses. | ||||||||||
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 will reduce the amount of leased office space from the approximately 21,517 square feet currently leased (a portion of which is currently subleased to a subtenant) to approximately 11,886 square feet. It will also reduce the base rent from the current monthly base rent of $120,824 to an initial base rent of $51,704 in the first year, with rent escalations of approximately 3% per year. In addition, the Company will receive a rent abatement for the first four months of the extended lease term. | ||||||||||
In October 2011, the Company entered into two non-cancelable operating lease agreements for its primary office space in China (“the China Lease”) for fixed lease terms from October 15, 2011 through October 14, 2014, with options to renew. 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 and subleases certain office facilities to a third party. Rent expense for the years ended December 31, 2013, 2012, and 2011 was $2.9 million, $2.9 million, and $2.1 million, respectively. Future minimum lease payments and sublease rental income under non-cancelable facility and equipment operating lease agreements as of December 31, 2013, were as follows (in thousands): | ||||||||||
Minimum Lease | Sublease Rental | Net Minimum | ||||||||
Year ended: | Payments | Income | Lease Payments | |||||||
2014 | $ | 2,780 | $ | 37 | $ | 2,743 | ||||
2015 | 1,264 | — | 1,264 | |||||||
2016 | 935 | — | 935 | |||||||
2017 | 668 | — | 668 | |||||||
2018 | 339 | — | 339 | |||||||
$ | 5,986 | $ | 37 | $ | 5,949 | |||||
Credit_Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2013 | |
Credit Facilities [Abstract] | ' |
Credit Facilities | ' |
Note 11— Credit Facilities | |
Credit Facility | |
In December 2013, the Company’s subsidiary, NovaMed Pharmaceuticals (Shanghai) Co. Ltd., entered into a 10.0 million renminbi revolving line of credit facility (approximately $1.7 million USD) and a maximum 15.0 million renminbi loan facility (approximately $2.5 million USD) secured by its accounts receivable with Shanghai Pudong Development Bank Co. Ltd. (“the Credit Facility”). As of December 31, 2013, 10.0 million renminbi (approximately $1.7 million USD) in borrowings were outstanding on the revolving line of credit facility that must be repaid by June 4, 2014 and early repayment is allowed. The Credit Facility bears interest on borrowed funds at the People’s Bank of China 6-month base rate plus 15% (6.44% as of December 31, 2013). The Credit Facility expires November 30, 2014 and any amounts borrowed must be repaid by the expiration date. | |
Loan Agreement | |
The Company’s 2012 loan agreement for 12.5 million renminbi (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. | |
Silicon Valley Bank (“SVB”) Line of Credit | |
The Company’s loan and security agreement with SVB (“the Credit Facility”) for a financing facility up to $15 million expired on October 1, 2012. The Credit Facility bore interest on borrowed funds at the bank’s prime rate plus 1.25% (5.25% in 2012) on outstanding balances. | |
Restructuring_Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2013 | |
Restructuring Charges [Abstract] | ' |
Restructuring Charges | ' |
Note 12 — 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, 2013, the Company had paid $0.6 million of the restructuring related charges and had accrued $0.6 million of the severance-related charges which it anticipates paying in 2014. The Company anticipates a reduction of approximately $3.2 million in sales and marketing expenses for the year ended December 31, 2014 related to this restructuring and the reduction in its workforce. | |
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) 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, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 13 — Income Taxes | |||||||||
The Company recorded income tax expense (benefit) of $2.2 million, ($3.3) million, and $0.7 million for the years ended December 31, 2013, 2012, and 2011, respectively, related to its operations in China. The Company’s statutory tax rate in China was 25% in 2013 and 2012, and was 24-25% for the year ended 2011. The Company has not recorded any significant US federal or state income tax expense for the years ended December 31, 2013, 2012, and 2011. Undistributed earnings of the Company’s foreign subsidiaries that are considered to be permanently invested outside the US and for which no US taxes have been provided amounted to approximately $90.4 million as of December 31, 2013. 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 the amount of US tax losses at the time of the repatriation. | |||||||||
The domestic and foreign components of income (loss) before provision (benefit) for tax for the years ended December 31 are as follows (in thousands): | |||||||||
2013 | 2012 | 2011 | |||||||
Domestic | $ | -17,168 | $ | -11,541 | $ | -17,939 | |||
Foreign | 30,374 | 17,813 | 46,731 | ||||||
Pre-tax income | $ | 13,206 | $ | 6,272 | $ | 28,792 | |||
A reconciliation of the statutory federal income tax rate of 34% to the actual tax rate for the years ended December 31 is as follows (in thousands): | |||||||||
2013 | 2012 | 2011 | |||||||
Tax at federal statutory rate | $ | 4,490 | $ | 2,132 | $ | 9,789 | |||
Foreign income tax at different rates | -8,383 | -10,405 | -16,137 | ||||||
Taxable dividend from foreign subsidiary | — | 11,900 | 10,506 | ||||||
Uncertain tax positions accrual | 297 | 999 | 925 | ||||||
Change in valuation allowance | 5,254 | -7,945 | -4,674 | ||||||
Stock-based compensation | -87 | -41 | 30 | ||||||
Non deductible expenses | 670 | 11 | 237 | ||||||
Other | 1 | 1 | -6 | ||||||
Income tax expense (benefit) | $ | 2,242 | $ | -3,348 | $ | 670 | |||
The provision (benefit) for income taxes for the years ended December 31 consisted of the following (in thousands): | |||||||||
2013 | 2012 | 2011 | |||||||
Federal | $ | — | $ | — | $ | -5 | |||
State | 1 | 1 | 1 | ||||||
Foreign | 2,032 | 3,445 | 2,259 | ||||||
Total current | 2,033 | 3,446 | 2,255 | ||||||
Federal | — | — | — | ||||||
State | — | — | — | ||||||
Foreign | 209 | -6,794 | -1,585 | ||||||
Total deferred | 209 | -6,794 | -1,585 | ||||||
Income tax expense (benefit) | $ | 2,242 | $ | -3,348 | $ | 670 | |||
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): | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 33,654 | $ | 28,625 | |||||
Research and development credit carryforwards | 10,498 | 10,143 | |||||||
Intangibles | 337 | 388 | |||||||
Other | 2,867 | 4,627 | |||||||
Gross deferred tax assets | 47,356 | 43,783 | |||||||
Valuation allowance | -47,350 | -42,932 | |||||||
Total deferred tax assets | 6 | 851 | |||||||
Deferred tax liabilities: | |||||||||
Other | — | -635 | |||||||
Total deferred tax liabilities | — | -635 | |||||||
Net deferred tax liabilities | $ | 6 | $ | 216 | |||||
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 $4.4 million, ($7.7) million, and ($4.9) million, in the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||
As of December 31, 2013, the Company had federal net operating loss carryforwards of approximately $102.8 million that expire in the years 2020 through 2033, and federal research and development, orphan drug and investment tax credit carryforwards of approximately $12.1 million that expire in the years 2018 through 2033. As of December 31, 2013, the Company has state net operating loss carryforwards of approximately $28.1 million that expire in the years 2014 through 2030, if not utilized, and state research and development tax credit carryforwards of approximately $2.1 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, 2013, the unrecognized tax benefit was $6.1 million, of which $2.9 million, if recognized would affect the effective tax rate, and $3.2 million would be offset by a valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Balance beginning of period | $ | 6,053 | $ | 5,715 | $ | 4,225 | |||
Tax positions related to current year: | |||||||||
Additions for current year items | 36 | 1,050 | 955 | ||||||
Additions for prior year items | 88 | — | 510 | ||||||
Reductions for prior year items | -115 | -747 | -33 | ||||||
Changes for foreign currency translation | 76 | 35 | 58 | ||||||
Balance end of period | $ | 6,138 | $ | 6,053 | $ | 5,715 | |||
Tax years 1995-2013 remain open to examination by the major taxing jurisdictions to which the Company is subject. Furthermore, the Company has been notified by the Internal Revenue Service that its 2011 US federal tax return has been selected for examination. During 2012, the Internal Revenue Service concluded its examination of the Company’s 2008 and 2009 US federal tax returns with no additional tax assessments or proposed adjustments relating to taxable income for any years. 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, 2013 | ||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||
Stockholders' Equity | ' | |||||||||
Note 14 — Stockholders’ Equity | ||||||||||
Stock Award Plans | ||||||||||
The Company’s 1995 Equity Incentive Plan has reserved approximately 6,100,000 shares of common stock for issuance and permits the grant of incentive stock options, nonstatutory stock options and other forms of equity compensation. Although the 1995 Plan has expired, the outstanding stock options relating to it are fully valid. | ||||||||||
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, 2013, approximately 3,342,000 shares of common stock were available for future issuance under the 2005 Plan. | ||||||||||
Under the 1995 and 2005 Plans, 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 market and service conditions. See Stock-Based Compensation. | ||||||||||
The Company’s 2004 Outside Directors Stock Option Plan (the “2004 Director Plan”) has reserved 1,765,000 shares of common stock for issuance. The 2004 Director Plan automatically grants 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”). As of December 31, 2013, approximately 48,000 shares of common stock were available for future issuance under the 2004 Director Plan. | ||||||||||
Under the 2004 Director Plan, options are 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. | ||||||||||
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 for 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, | ||||||||||
2013 | 2012 | 2011 | ||||||||
Sales and marketing | $ | 1,113 | $ | 1,169 | $ | 779 | ||||
Research and development | 122 | 212 | 424 | |||||||
General and administrative | 2,772 | 2,516 | 1,905 | |||||||
$ | 4,007 | $ | 3,897 | $ | 3,108 | |||||
Compensation cost capitalized in inventory was approximately $0.1 million for the years ended December 31, 2013, 2012, and 2011. There has been no income tax benefit recognized in the income statement for share-based compensation arrangements. | ||||||||||
Valuation Assumptions | ||||||||||
The fair value granted under the Company’s stock option and ESPP plans is estimated on the date of grant using the Black-Scholes option valuation model and the single option approach with the following weighted-average assumptions for the years ended December 31: | ||||||||||
2013 | 2012 | 2011 | ||||||||
Risk-free interest rate: | ||||||||||
Time-based stock options | 1.02 | % | 0.92 | % | 2.34 | % | ||||
Performance-based stock options | 1.22 | 0.96 | 1.96 | |||||||
ESPP | 0.06 | 0.09 | 0.06 | |||||||
Volatility factor of the market price of | ||||||||||
the Company's common stock: | ||||||||||
Time-based stock options | 64.12 | % | 63.79 | % | 65.16 | % | ||||
Performance-based stock options | 63.20 | 63.66 | 65.14 | |||||||
ESPP | 37.36 | 56.79 | 50.67 | |||||||
Weighted-average expected life (years): | ||||||||||
Time-based stock options | 5.10 | 5.21 | 5.28 | |||||||
Performance-based stock options | 5.04 | 5.22 | 5.28 | |||||||
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, 2013, and changes during the year then ended are presented below (in thousands, except per share and term amounts): | ||||||||||
Options Outstanding | ||||||||||
Weighted- | ||||||||||
Weighted- | Average | |||||||||
Number | Average | Remaining | Aggregate | |||||||
of | Exercise Price | Contractual | Intrinsic | |||||||
Shares | Per Share | Term (Years) | Value | |||||||
Balance as of January 1, 2011 | 7,461 | $ | 2.74 | 6.22 | $ | 12,034 | ||||
Options forfeited | -762 | 3.84 | ||||||||
Options granted | 2,504 | 5.06 | ||||||||
Options exercised | -2,288 | 2.71 | ||||||||
Balance as of December 31, 2011 | 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 | ||||
Vested and expected to vest after | ||||||||||
31-Dec-13 | 5,710 | $ | 4.08 | 5.45 | $ | 7,076 | ||||
Exercisable as of December 31, 2013 | 3,963 | $ | 3.65 | 4.08 | $ | 6,524 | ||||
In May 2010, the Company amended target-stock-price-based options to purchase an aggregate of 750,000 shares of the Company’s common stock that were still subject to vesting that had been granted to its chief executive officer. The amendment modified the vesting provisions of the options such that 1/36th of the unvested stock options vest monthly over a three-year period, with initial vesting occurring on June 1, 2010. The fair value of the modified award was estimated using the Black-Scholes option valuation model with the assumptions of a risk-free rate of 2.28%, a volatility factor of 71.83%, a dividend yield of 0%, and an expected life of 5.07 years. The incremental compensation cost resulting from the modification and the remaining unrecognized compensation expense from the original award were recognized ratably over the three-year vesting period. The Company recorded expense of approximately $0.1 million, $0.4 million, and $0.4 million for the years ended December 31, 2013, 2012, and 2011, respectively, related to these options. | ||||||||||
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 ceased 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, 2013, 2012, and 2011, the Company recognized approximately $39,000, $36,000 and $0.2 million, respectively, of expense related to performance-based options. | ||||||||||
The weighted-average fair value of stock options granted for the years ended December 31, 2013, 2012, and 2011 was $2.56, $3.36, and $2.79, respectively. The intrinsic value of options at time of exercise was $1.3 million, $4.5 million, and $5.8 million, for the years ended December 31, 2013, 2012, and 2011, respectively. The estimated fair value of shares vested for the years ended December 31, 2013, 2012, and 2011 was $3.8 million, $4.1 million, and $3.3 million, respectively. As of December 31, 2013, unamortized compensation expense related to unvested options was approximately $4.2 million, net of forfeitures. The weighted average period over which compensation expense related to these options will be recognized is approximately 2.55 years. Cash received from stock option exercises was $1.6 million, $3.4 million, and $6.2 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||||||
RSUs | ||||||||||
The following table summarizes RSU activity as of December 31, 2013, and changes during the year then ended are presented below (in thousands): | ||||||||||
Restricted Stock Units Outstanding | ||||||||||
Number | Aggregate | |||||||||
of | Intrinsic | |||||||||
Shares | Value | |||||||||
Balance as of January 1, 2011 | — | |||||||||
Awarded | 192 | |||||||||
Vested/Released | — | |||||||||
Forfeited | -15 | |||||||||
Balance as of December 31, 2011 | 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 | |||||||
Vested and expected to vest after | ||||||||||
31-Dec-13 | 321 | $ | 1,616 | |||||||
Ending Exercisable as of December 31, 2013 | ||||||||||
(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 $4.98, $6.49 and $5.81 for the years ended December 31, 2013, 2012, and 2011, respectively. There were no RSUs granted by the Company in any period prior to 2011. As of December 31, 2013, there was approximately $0.8 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 1.30 years. | ||||||||||
Employee Stock Purchase Plan | ||||||||||
As of December 31, 2013, 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, 2013, 484,213 shares of common stock were available for issuance under the ESPP. | ||||||||||
Repurchase of Common Stock | ||||||||||
In August 2013, the Company’s Board of Directors approved an increase of $10.0 million to the existing $40.5 million share repurchase program initiated in October 2011, bringing the total authorized under the program since inception to approximately $50.5 million. In addition, the Board of Directors approved extending the repurchase program through December 31, 2014. The Company repurchased and retired 2,404,034, 4,709,651 and 780,892 shares at a cost of $12.5 million, $24.8 million and $3.5 million during the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, $9.7 million of the $50.5 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. | ||||||||||
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, 2013 | |||||||||
Accumulated Other Comprehensive Income (Loss) [Abtract] | ' | ||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||
Note 15 — Accumulated Other Comprehensive Income (Loss) | |||||||||
Changes in the composition of accumulated other comprehensive income (loss) for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | |||||||||
Foreign | |||||||||
Currency | Available-for-Sale | ||||||||
Translation | Investments | Total | |||||||
Balances as of January 1, 2011 | $ | 137 | $ | -70 | $ | 67 | |||
Other comprehensive income (loss) | 2,293 | -16 | 2,277 | ||||||
Balances as of December 31, 2011 | 2,430 | -86 | 2,344 | ||||||
Other comprehensive income (loss) | 625 | 19 | 644 | ||||||
Balances as of December 31, 2012 | 3,055 | -67 | 2,988 | ||||||
Other comprehensive income before reclassifications | 1,121 | -4 | 1,117 | ||||||
Amounts reclassified out of accumulated other | |||||||||
comprehensive income (loss) to other income | |||||||||
(expense), net | — | 71 | 71 | ||||||
Net current-period other comprehensive income | 1,121 | 67 | 1,188 | ||||||
Balances as of December 31, 2013 | $ | 4,176 | $ | — | $ | 4,176 | |||
401k_Plan
401k Plan | 12 Months Ended |
Dec. 31, 2013 | |
401k Plan [Abstract] | ' |
401k Plan | ' |
Note 16 — 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 $0.2 million, $0.2 million and $0.3 million for the years ended December 31, 2013, 2012, and 2011, respectively. | |
Licensing_Agreements
Licensing Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Licensing Agreements [Abstract] | ' |
Licensing Agreements | ' |
Note 17 — Licensing Agreements | |
Zensun (Shanghai) Science & Technology Co., Ltd. (“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 Macau. 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 Zensun agreement provides the principal terms of the arrangement. The Company is negotiating a supplemental license and supply agreement with Zensun. | |
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. In addition, the Company has agreed, subject to the entry into mutually acceptable definitive agreements and the satisfaction of certain conditions, to provide a collateralized loan to Zensun of up to approximately $12.0 million. The Company anticipates funding approximately $2.3 million of the loan in the first half of 2014. Zensun is required to refund and return the upfront payment it received from the Company if Zensun terminates the agreement for failure of the Company to fund all or some of the loan to Zensun. 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. | |
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 Macau 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. ProFlow has been submitted to the CFDA for clinical trial approval, and it is expected that some additional clinical testing may be required prior to approval. Financial terms of the agreement include clinical and regulatory milestone payments and sales milestone payments up to an aggregate of $39.5 million. 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 with TLC. | |
For the year ended December 31, 2013, the Company recorded upfront payments totaling $5.0 million, in research and development expense related to its licensing arrangements with TLC and Zensun. | |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
Note 18 — 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 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. Accordingly, the Company has recorded $2.0 million of operating expense in its 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. 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 from the amount of the Company’s estimated loss and could materially impact the Company’s financial statements. The Company will continue to reassess the potential liability related to the investigations and adjust its estimates accordingly in future periods. | |
NovaMed is 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. As provided in the agreement, disputes, including disputes regarding termination, must be resolved in binding arbitration. NovaMed filed an application for binding arbitration with the China International Economic and Trade Arbitration Commission (“CIETAC”) on July 26, 2012. On October 10, 2012, MEDA filed an initial response and counterclaim with CIETAC, claiming MEDA’s termination was valid and demanding the transfer of certain information and rights, as well as demanding the award of damages, including attorneys’ fees in an unspecified amount. On April 16, 2013, MEDA filed a further response stating their claims and facts in support of their initial response and counterclaim. Hearings on the merits of the matter were held in August and December 2013 in Shanghai. The Arbitral Panel has made a number of procedural and preliminary decisions, but the dispute has not been resolved and the arbitration proceeding is continuing and additional, and potentially final, briefs were submitted to the Arbitral Tribunal by both parties in January 2014. The Company anticipates that the Arbitral Panel will make a final ruling in the first quarter of 2014. Given the procedural process and the nature of this case, the Company is unable to make a reasonable estimate of the potential gain or loss or range of gain or losses, if any, that might arise from this matter and there is no certainty that a final ruling may not be delayed beyond the first quarter of 2014. | |
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 has not yet been filed. Given the procedural process and the nature of this case, including that a motion to dismiss has been filed, the Company is unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from this matter. | |
On or about November 20, 2013, counsel for the Company sent a letter on behalf of the Company’s subsidiary, NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed”), to Sanofi (Hangzhou) Pharmaceuticals Co. Ltd. and Sanofi (Beijing) Pharmaceuticals Co., Ltd. (collectively, “Sanofi”) (i) asserting that Sanofi had breached its obligations under various agreements (the “Promotion Agreements”) between the parties for the promotion of Depakine®, Stilnox®, Tritace® and Xatral® (collectively the “Products”) by, among other things, failing to place orders for and supply Products for the fourth quarter of 2013, and failing to pay promotion fees due to NovaMed under the Promotion Agreements, and (ii) demanding that Sanofi make full payment of the promotional fees due to NovaMed, and that Sanofi cause orders to be placed for the Products for November and December of 2013 in specified quantities. On or about December 4, 2013, counsel for Sanofi responded to such demand letter (i) denying any wrongful action or breach or failure to supply Products under the Promotion Agreements, and (ii) demanding that NovaMed provide certain in-market sales data from January to November 2013, provide a sales forecast for December 2013 and cooperate with an audit by Sanofi. On December 23, 2013, counsel for NovaMed responded to Sanofi’s request for additional data and proposed a potential settlement of the dispute. In December 2013 and January 2014, the parties met to discuss potential settlement of the dispute. However, the dispute has not been resolved by the parties. NovaMed has communicated to Sanofi that if the dispute is not resolved to its satisfaction, it intends to exercise all of its legal rights and remedies under the Promotion Agreements, including pursuing arbitration of the dispute through CIETAC pursuant to the terms of the Promotion Agreements. No formal legal proceeding has been initiated by or filed against the Company in connection with this matter. | |
Segment_Information_And_Geogra
Segment Information And Geographic Data | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Segment Information And Geographic Data [Abstract] | ' | ||||||||
Segment Information And Geographic Data | ' | ||||||||
Note 19 — 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, | |||||||||
2013 | 2012 | 2011 | |||||||
Revenue: | |||||||||
China | $ | 122,616 | $ | 152,227 | $ | 128,928 | |||
Rest of the World (including the US and Hong Kong) | 4,442 | 4,042 | 3,637 | ||||||
Total net revenues | $ | 127,058 | $ | 156,269 | $ | 132,565 | |||
Income (loss) from operations: | |||||||||
China | $ | 30,557 | -1 | $ | 4,216 | -2 | $ | 47,154 | |
Rest of the World (including the US and Hong Kong)(3) | -20,128 | -4 | 2,194 | -18,199 | |||||
Total income from operations | $ | 10,429 | $ | 6,410 | $ | 28,955 | |||
Non-operating income (expense): | |||||||||
China | $ | 233 | $ | -122 | $ | -169 | |||
Rest of the World (including the US and Hong Kong) | 2,544 | -5 | -16 | 6 | |||||
Total non-operating income (expense) | $ | 2,777 | $ | -138 | $ | -163 | |||
Income (loss) before provision (benefit) for income tax: | |||||||||
China | $ | 30,790 | $ | 4,094 | $ | 46,985 | |||
Rest of the World (including the US and Hong Kong) | -17,584 | 2,178 | -18,193 | ||||||
Total income before provision for (benefit) income tax | $ | 13,206 | $ | 6,272 | $ | 28,792 | |||
-1 | 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 with TLC and Zensun and $1.2 million in restructuring charges related to the non-renewal of the Company’s distribution agreement with Sanofi. | ||||||||
-2 | The operating income for the China segment for the year ended December 31, 2012, includes the $42.7 million impairment charge on the intangible assets. | ||||||||
-3 | Operating income (loss) for the Rest of the World segment includes the change in the fair value of the contingent consideration in 2012 and 2011, and all research and development expense for the Company’s SCV-07 trial, which was discontinued in the first quarter of 2012. | ||||||||
-4 | 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. The Company has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||
-5 | 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. | ||||||||
Long-lived assets as of December 31, 2013 by operating segment are as follows (in thousands): | |||||||||
China | $ | 36,038 | |||||||
Rest of the World (including the US and Hong Kong) | 404 | ||||||||
$ | 36,442 | ||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Selected Quarterly Financial Data [Abstract] | ' | ||||||||||||
Selected Quarterly Financial Data | ' | ||||||||||||
Note 20 — Selected Quarterly Financial Data (unaudited) | |||||||||||||
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 | -1 | 8,708 | -2 | 36 | -3 | ||||||
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 | |||||
Three Months Ended | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||
Product sales, net | $ | 33,163 | $ | 33,284 | $ | 32,137 | $ | 24,587 | |||||
Promotion services revenue | 7,905 | 8,085 | 8,556 | 8,552 | |||||||||
Cost of product sales | 5,532 | 5,664 | 5,474 | 5,326 | |||||||||
Net income (loss) | 9,665 | 11,228 | -13,161 | -4 | 1,888 | ||||||||
Basic net income (loss) per share | $ | 0.17 | $ | 0.20 | $ | -0.23 | $ | 0.03 | |||||
Diluted net income (loss) per share | $ | 0.16 | $ | 0.19 | $ | -0.23 | $ | 0.03 | |||||
-1 | 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 with TLC and Zensun. | ||||||||||||
-2 | 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. | ||||||||||||
-3 | 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||||||
-4 | During the three months ended September 30, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded losses of approximately $42.7 million to recognize the full impairment and recorded a benefit for income tax of approximately $6.8 million due to the impairment of intangible assets, which resulted in a reversal of deferred tax liabilities. This was partially offset by the impact of recognizing a full valuation allowance on any remaining NovaMed deferred tax assets. In addition, for the same period, the Company recorded a non-cash gain of $12.8 million, primarily related to the decrease in estimated probability of achieving targets relating to NovaMed’s product distributor agreements, including the renewal of the agreement with Sanofi for a five-year term. | ||||||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event [Abstract] | ' |
Subsequent Event | ' |
Note 21 — Subsequent Events | |
Stock Repurchases: The Company repurchased and retired 485,003 shares at a cost of $2.5 million from January 1, 2014 through March 14, 2014 under its share repurchase program. As of March 14, 2014, $7.2 million of the total $50.5 million was available for future share repurchase. | |
Amendment to Articles of Incorporation or Bylaws: On January 16, 2014, the Board of Directors of the Company adopted revisions to Section 1.9 of the Bylaws and approved Amended and Restated Bylaws of the Company to incorporate such revision. Section 1.9 was amended to change the vote standard for the election of directors in uncontested elections from a plurality of votes cast to a majority of votes cast. A majority of the votes cast means that the number of “for” votes a director receives must exceed the number “withhold” votes (ignoring abstentions and broker non-votes) for that director. In contested elections, where the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast. In addition, any nominee who already serves as a director must submit a conditional resignation to the Company. The revised Section 1.9 provides that if the director does not receive a majority of votes cast, the Corporate Governance Committee of the Board of Directors will make a recommendation to the Board on whether to accept or reject the resignation. If the Board determines that resignation is in the best interests of the Company and its stockholders, the Board will promptly accept the resignation, and the Company will promptly disclose any such decision by the Board. | |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Schedule II - Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||||
Schedule II - Valuation And Qualifying Accounts | ' | ||||||||||||||
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||
SCICLONE PHARMACEUTICALS, INC. | |||||||||||||||
Receivable 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, 2013 | $ | -1,046 | $ | -2,541 | -1 | $ | — | $ | — | $ | -3,587 | ||||
Year Ended December 31, 2012 | $ | — | $ | -1,046 | -1 | $ | — | $ | — | $ | -1,046 | ||||
Year Ended December 31, 2011 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
Reserve for Product Returns: | |||||||||||||||
Year Ended December 31, 2013 | $ | -123 | $ | — | $ | 123 | $ | — | $ | — | |||||
Year Ended December 31, 2012 | $ | -116 | $ | -58 | $ | 51 | $ | — | $ | -123 | |||||
Year Ended December 31, 2011 | $ | — | $ | -1,214 | -2 | $ | — | $ | 1,098 | $ | -116 | ||||
-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. 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. | ||||||||||||||
-2 | Includes $1.1 million of reserve for Aggrastat product related to pre-acquisition sales acquired from NovaMed at the date of acquisition, April 18, 2011. | ||||||||||||||
The_Company_And_Summary_Of_Sig1
The Company And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
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 10 mostly partnered 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. | |||||||||
On April 18, 2011, SciClone acquired NovaMed Pharmaceuticals, Inc. (“NovaMed”). See Note 8. Commencing April 18, 2011, the Company’s financial statements include the assets, liabilities, operating results and cash flows of NovaMed. | |||||||||
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 available-for-sale portfolio as of December 31, 2013 consisted of money market funds that were included in cash and cash equivalents, and a certificate of deposit that was included in restricted cash and investments. | |||||||||
Unrealized gains or losses on available-for-sale securities are included in accumulated other comprehensive income on the consolidated balance sheet. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in earnings. Gains or losses and declines in value judged to be other-than-temporary on trading 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. | |||||||||
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 and accounts receivable. The Company is exposed to credit risk in the event of default by the institutions holding the cash, cash equivalents and investments 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 Lingyun Biopharmaceutical (Shanghai) 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, | |||||||||
2013 | 2012 | 2011 | |||||||
Customer A | 75% | 59% | 66% | ||||||
Customer B | 20% | 20% | 15% | ||||||
Customer C | — | 12% | — | ||||||
Customer D | — | — | 15% | ||||||
A third party holds a majority interest in the Company’s largest customer. | |||||||||
As of December 31, 2013, approximately $38.3 million, or 88%, of the Company's gross accounts receivable were attributable to two customers in China including $31.1 million or 71% attributable to its largest customer. 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 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 | ' | ||||||||
Accounts Receivable | |||||||||
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 $3.7 million in accounts receivable that were past due ninety days or more. As of December 31, 2013 and 2012, the Company had a receivable reserve of approximately $3.5 million and $1.0 million, respectively, related to gross accounts receivable of $3.5 million from one customer that is, as of December 31, 2013, more than one year past due. The Company increased the accounts receivable reserve in 2013 as a result of continual negotiations that indicate the accounts receivable balance may not be recoverable. The receivable reserve reflects the Company’s best estimate of the ultimate collection, though actual collections may vary and the Company continues to pursue the full amount of the accounts receivables. The Company also had an additional receivable reserve of $0.1 million as of December 31, 2013 related to another customer due to the Company’s uncertainty of collecting a portion of the outstanding accounts receivable balance. | |||||||||
Reserve for Product Returns: The Company maintains a 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 product returns reserve requires estimates and involves a high degree of subjectivity and judgment. As a result of the uncertainties involved in estimating the product returns reserve, there is a possibility that materially different amounts could be reported under different conditions or using different assumptions. As of December 31, 2013 and 2012, the Company had estimated a product returns reserve of $0 and $0.1 million, respectively, on its consolidated balance sheets related to sales of oncology products and Aggrastat®. | |||||||||
No reserve for product returns existed as of December 31, 2013. As of December 31, 2012, the Company had recorded a $0.3 million liability for expired product that existed at the time of the NovaMed acquisition, related to pre-acquisition sales, that was paid in 2013. The Company has concluded a liability for expired product existed at the time of the NovaMed acquisition, related to pre-acquisition sales. | |||||||||
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. | |||||||||
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. | |||||||||
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 4 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, 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 determined that a full impairment should be recorded. Refer to Net Intangible Assets in Note 6 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 was assigned to the Company’s China segment which focuses on the Company’s primary pharmaceutical distribution market, consisting of the acquired NovaMed business and the legacy China business of the Company, which it determined to represent a single reporting unit. For the years ended December 31, 2013, 2012 and 2011, 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 promotion agreement 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 fourth quarters of 2013, 2012 and 2011, the Company concluded that goodwill was not impaired in any of these years. | |||||||||
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, Acquisition Note 8, and Escrow Settlement Agreement Note 9 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 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 of 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. Intangible assets and goodwill 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 values of intangible assets, prior to the write down of the intangible assets, and goodwill may fluctuate with the value of the renminbi 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, from the date of the acquisition of the NovaMed Pharmaceuticals (Shanghai) Co. Ltd. (“NovaMed”) subsidiary in April of 2011 into 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 the 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 is required to return or refund a portion of promotion services fees received during interim periods from pharmaceutical customers if defined annual sales targets are not achieved. Under the Company’s agreements with these customers, if the agreement is terminated, and provided such targets have been met on a “pro rata” basis at the date of contract termination, the Company is entitled to retain the amounts paid. Due to the ability to retain amounts paid upon contract termination, provided applicable targets have 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 Aventis S.A. (“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. The Company received initial notification of non-renewal from Sanofi in early October 2013. Subsequent thereto, the Company believes that Sanofi breached its obligations under these agreements by among other things, failing to place orders for and supply product for the fourth quarter of 2013 in relation to sales the Company generated, and failing to pay promotion fees due to NovaMed under the agreements. As of December 31, 2013, the Company had $4.3 million of uncollected receivables due from Sanofi that related to revenue recognized during the first three quarters of 2013. The Company has demanded that Sanofi make full payment of the promotional fees due to NovaMed. If this matter is not resolved to the Company’s satisfaction, the Company intends to vigorously pursue its claims against Sanofi in arbitration. | |||||||||
The Company’s agreements with Sanofi contain provisions (identical regardless of individual product promotion agreement) that required a refund of a portion of promotion services fees received during interim periods from them if defined annual sales targets were not achieved. Consistent with the Company’s past practice, and consistent with its achievement (or excess achievement) of annual revenue targets in each prior period based on Method 2 of Accounting Standards Codification 605-20-S99-1, “Accounting for Management Fees Based on a Formula,” the Company recognized revenue during interim periods without reduction for amounts subject to refund because it met and substantially exceeded such targets on a “pro rata” basis at interim dates. Our treatment of the subject-to-refund portion is consistent with the contractual provisions, which provide that the sales targets will be measured on a pro-rated basis if an agreement were to hypothetically terminate as of any given date. | |||||||||
Due to Sanofi’s failure to place orders for shipment in the fourth quarter and fully meet the demand the Company generated, the Company’s actual promotional fees receivable in the fourth quarter of 2013 were negatively impacted. Due to this failure, the Company did not achieve the defined annual sales targets for fiscal 2013. Under the Company’s agreements with Sanofi, a failure to reach the annual sales target would result in approximately $6.2 million subject to refund related to our performance in the first three quarters of 2013. However, the Company’s agreements required that Sanofi continue to support the Company’s sales efforts by continuing to provide product through the end of the terms of the agreements. The Company believes it has no obligation to refund any amounts subject to this provision because its inability to achieve the defined annual sales was the result of a failure to perform by Sanofi. | |||||||||
As the Company is in a dispute with Sanofi concerning Sanofi’s performance, the Company therefore deferred revenue recognition of approximately $2.9 million of Sanofi promotion fees for the fourth quarter of 2013, pending resolution of the dispute. As the Company is legally entitled to at least the $2.9 million recorded as a receivable, the non-recognition of revenue resulted in an equal and offsetting amount of deferred revenue. The Company’s revenues for 2013, 2012 and 2011 with Sanofi were approximately $25.0 million, $30.8 million, and $19.7 million, respectively. | |||||||||
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 its promotion services of medical products under the relevant taxation laws in China. Sales tax and surcharge costs amounted to approximately $3.5 million, $3.8 million and $2.6 million, for the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||
Research And Development Expenses | ' | ||||||||
Research and Development Expenses | |||||||||
Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including associated stock-based compensation, facility-related expenses, depreciation of facilities and equipment, license-related fees, and services performed by clinical research organizations and research institutions and other outside service providers. | |||||||||
Expenses related to clinical trials 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 monitors planned protocols, work performed, patient enrollment levels and related activities to the extent possible and adjusts estimates accordingly. 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. Nonrefundable advance payments for research and development goods or services are recognized as expense as the related goods are delivered or the related services are provided. | |||||||||
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, 2013, 2012, and 2011 were $0.1 million, $0.2 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 employee stock purchase plans. 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 estimated obligations for 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 $1.2 million, $0.8 million and $0.4 million as of December 31, 2013, 2012, 2011, 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): | |||||||||
2013 | 2012 | 2011 | |||||||
Numerator: | |||||||||
Net income | $ | 10,964 | $ | 9,620 | $ | 28,122 | |||
Denominator: | |||||||||
Weighted-average shares outstanding used to | |||||||||
compute basic net income per share | 53,587 | 56,637 | 55,110 | ||||||
Effect of dilutive securities | 1,349 | 1,846 | 2,277 | ||||||
Weighted-average shares outstanding used to | |||||||||
compute diluted net income per share | 54,936 | 58,483 | 57,387 | ||||||
Basic net income per share | $ | 0.20 | $ | 0.17 | $ | 0.51 | |||
Diluted net income per share | $ | 0.20 | $ | 0.16 | $ | 0.49 | |||
For the years ended December 31, 2013, 2012, and 2011, approximately 3,378,063, 3,280,492, and 3,030,664 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, 2013, 2012, and 2011, 50,171, 118,046 and 35,068 shares, respectively, subject to market or performance conditions were excluded from the calculation of diluted net income per share because the performance or market criteria had not been met. | |||||||||
Segment Information | ' | ||||||||
Segment Information | |||||||||
The Company operates in two segments (refer to Note 19). | |||||||||
Reclassifications | ' | ||||||||
Reclassifications | |||||||||
The Company reclassified restructuring charges of $1.0 million and $0.1 million from research and development expense and general and administrative expense, respectively, for the year ended December 31, 2012 to restructuring charges to conform to the current year presentation. These reclassifications had no effect on prior years’ net income or stockholders’ equity. | |||||||||
New Accounting Standards | ' | ||||||||
New Accounting Standards | |||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard update will be effective for the Company’s first quarter of fiscal 2014, at which time the Company will include the required disclosures. | |||||||||
In March 2013, the FASB issued an accounting standards update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in the foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within the foreign entity. This accounting standard update is effective for the fiscal year beginning after December 15, 2013. The Company is currently evaluating the impact of this accounting standard update on its financial statements. | |||||||||
In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 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 (“ASU 2013-11”). With certain exceptions, ASU 2013-11 requires entities to present an unrecognized tax benefit or portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. The guidance is effective for interim and annual periods beginning after December 15, 2013 on either a prospective or retrospective basis with early adoption permitted. The Company plans on adopting this guidance commencing in 2014 on a prospective basis. The Company does not expect adoption of this guidance to have a material impact on its consolidated results of operations and financial condition. | |||||||||
The_Company_And_Summary_Of_Sig2
The Company And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||
Schedule Of Revenue By Major Customers By Reporting Segments | ' | ||||||||
For the Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Customer A | 75% | 59% | 66% | ||||||
Customer B | 20% | 20% | 15% | ||||||
Customer C | — | 12% | — | ||||||
Customer D | — | — | 15% | ||||||
Reconciliation Of The Numerator And Denominators Of The Basic And Diluted Net Income Per Share Computations | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Numerator: | |||||||||
Net income | $ | 10,964 | $ | 9,620 | $ | 28,122 | |||
Denominator: | |||||||||
Weighted-average shares outstanding used to | |||||||||
compute basic net income per share | 53,587 | 56,637 | 55,110 | ||||||
Effect of dilutive securities | 1,349 | 1,846 | 2,277 | ||||||
Weighted-average shares outstanding used to | |||||||||
compute diluted net income per share | 54,936 | 58,483 | 57,387 | ||||||
Basic net income per share | $ | 0.20 | $ | 0.17 | $ | 0.51 | |||
Diluted net income per share | $ | 0.20 | $ | 0.16 | $ | 0.49 | |||
Available_For_Sale_Investments1
Available For Sale Investments (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Available For Sale Investments [Abstract] | ' | |||||||||||
Summary Of Available-For-Sale Investments | ' | |||||||||||
As of December 31, 2013 | ||||||||||||
Unrealized | ||||||||||||
Losses for | ||||||||||||
Amortized | Unrealized | More Than | Estimated | |||||||||
Cost | Gains | 12 Months | Fair Value | |||||||||
Certificate of deposit maturing in 2014 | $ | 75 | $ | — | $ | — | $ | 75 | ||||
Money market funds | 28,262 | — | — | 28,262 | ||||||||
Total available-for-sale investments | $ | 28,337 | $ | — | $ | — | $ | 28,337 | ||||
As of December 31, 2012 | ||||||||||||
Unrealized | ||||||||||||
Losses for | ||||||||||||
Amortized | Unrealized | More Than | Estimated | |||||||||
Cost | Gains | 12 Months | Fair Value | |||||||||
Certificate of deposit that matured in 2013 | $ | 75 | $ | — | $ | — | $ | 75 | ||||
Money market funds | 43,505 | — | — | 43,505 | ||||||||
Restricted Italian state bonds that matured | ||||||||||||
in 2013 | 451 | — | -67 | 384 | ||||||||
Total available-for-sale investments | $ | 44,031 | $ | — | $ | -67 | $ | 43,964 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Financial Assets And Liability Measured At Fair Value On A Recurring Basis | ' | ||||||||||||
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 | |||||
Fair Value Measurements as of December 31, 2012 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-12 | |||||||||
Certificate of deposit | $ | — | $ | 75 | $ | — | $ | 75 | |||||
Money market funds | 43,505 | — | — | 43,505 | |||||||||
Restricted Italian state | |||||||||||||
bonds | 384 | — | — | 384 | |||||||||
Total | $ | 43,889 | $ | 75 | $ | — | $ | 43,964 | |||||
Schedule Of Change In Estimated Fair Value Of Contingent Consideration | ' | ||||||||||||
Contingent | |||||||||||||
Consideration | |||||||||||||
Balance as of December 31, 2010 | $ | — | |||||||||||
Fair value at acquisition date | 18,870 | ||||||||||||
Change in the estimated fair value of the | |||||||||||||
contingent consideration liability | -3,495 | ||||||||||||
Translation adjustments | 25 | ||||||||||||
Balance as of December 31, 2011 | 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, 2013 | |||||||
Inventories [Abstract] | ' | ||||||
Schedule Of Inventories | ' | ||||||
December 31, | |||||||
2013 | 2012 | ||||||
Raw materials | $ | 7,746 | $ | 3,184 | |||
Work in progress | 319 | 904 | |||||
Finished goods | 7,173 | 6,336 | |||||
$ | 15,238 | $ | 10,424 | ||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property And Equipment [Abstract] | ' | |||||
Schedule Of Property And Equipment | ' | |||||
December 31, | ||||||
2013 | 2012 | |||||
Construction in process | $ | 143 | $ | — | ||
Office equipment | 1,406 | 1,379 | ||||
Leasehold improvements | 1,518 | 1,647 | ||||
Office furniture and fixtures | 606 | 606 | ||||
Software | 212 | 204 | ||||
Vehicle | 68 | 68 | ||||
3,953 | 3,904 | |||||
Less accumulated depreciation | -3,110 | -2,527 | ||||
Net property and equipment | $ | 843 | $ | 1,377 | ||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Accrued Liabilities [Abstract] | ' | ||||||
Schedule Of Accrued And Other Current Liabilities | ' | ||||||
December 31, | |||||||
2013 | 2012 | ||||||
Accrued sales and marketing expenses | $ | 6,419 | $ | 9,051 | |||
Accrued taxes, tax reserves and interest | 5,029 | 4,410 | |||||
Accrued compensation and benefits | 3,475 | 3,232 | |||||
Accrued professional fees | 1,601 | 1,570 | |||||
Accrued manufacturing costs | 1,617 | 882 | |||||
Accrued estimated SEC and DOJ | |||||||
investigation loss | 2,000 | — | |||||
Other | 1,323 | 2,282 | |||||
$ | 21,464 | $ | 21,427 | ||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Acquisition [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||
Cash | $ | 3,322 | ||
Accounts receivable | 4,827 | |||
Inventory | 1,724 | |||
Prepaid and other assets | 486 | |||
Property and equipment | 80 | |||
Deferred tax assets | 1,389 | |||
Intangible assets - promotion | ||||
and distribution contract rights | 46,310 | |||
Goodwill | 32,843 | |||
Deferred tax liabilities | -9,352 | |||
Liabilities assumed | -6,651 | |||
Total net assets acquired | $ | 74,978 | ||
Schedule Of Changes In Goodwill | ' | |||
Balance as of December 31, 2010 | $ | — | ||
Goodwill for the acquisition of NovaMed | 32,843 | |||
Translation adjustments | 1,025 | |||
Balance as of December 31, 2011 | $ | 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 | ||
Schedule Of Pro Forma Information | ' | |||
Total revenues | $ | 140,604 | ||
Net income | $ | 24,849 | ||
Basic net income per share | $ | 0.45 | ||
Diluted net income per share | $ | 0.43 | ||
Information Included In Consolidated Statement Of Operations Of Parent Company | ' | |||
Total revenues | $ | 27,852 | ||
Net loss | $ | -3,835 | ||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Commitments [Abstract] | ' | |||||||||
Schedule Of Future Minimum Lease Payments And Sublease Rental Income Under Non-Canceable Operating Lease Agreements | ' | |||||||||
Minimum Lease | Sublease Rental | Net Minimum | ||||||||
Year ended: | Payments | Income | Lease Payments | |||||||
2014 | $ | 2,780 | $ | 37 | $ | 2,743 | ||||
2015 | 1,264 | — | 1,264 | |||||||
2016 | 935 | — | 935 | |||||||
2017 | 668 | — | 668 | |||||||
2018 | 339 | — | 339 | |||||||
$ | 5,986 | $ | 37 | $ | 5,949 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule Of Domestic And Foreign Components Of Income (Loss) | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Domestic | $ | -17,168 | $ | -11,541 | $ | -17,939 | |||
Foreign | 30,374 | 17,813 | 46,731 | ||||||
Pre-tax income | $ | 13,206 | $ | 6,272 | $ | 28,792 | |||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Tax at federal statutory rate | $ | 4,490 | $ | 2,132 | $ | 9,789 | |||
Foreign income tax at different rates | -8,383 | -10,405 | -16,137 | ||||||
Taxable dividend from foreign subsidiary | — | 11,900 | 10,506 | ||||||
Uncertain tax positions accrual | 297 | 999 | 925 | ||||||
Change in valuation allowance | 5,254 | -7,945 | -4,674 | ||||||
Stock-based compensation | -87 | -41 | 30 | ||||||
Non deductible expenses | 670 | 11 | 237 | ||||||
Other | 1 | 1 | -6 | ||||||
Income tax expense (benefit) | $ | 2,242 | $ | -3,348 | $ | 670 | |||
Schedule Of Components Of Income Tax Expense (Benefit) | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Federal | $ | — | $ | — | $ | -5 | |||
State | 1 | 1 | 1 | ||||||
Foreign | 2,032 | 3,445 | 2,259 | ||||||
Total current | 2,033 | 3,446 | 2,255 | ||||||
Federal | — | — | — | ||||||
State | — | — | — | ||||||
Foreign | 209 | -6,794 | -1,585 | ||||||
Total deferred | 209 | -6,794 | -1,585 | ||||||
Income tax expense (benefit) | $ | 2,242 | $ | -3,348 | $ | 670 | |||
Schedule Of Deferred Tax Assets And Liabilities | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 33,654 | $ | 28,625 | |||||
Research and development credit carryforwards | 10,498 | 10,143 | |||||||
Intangibles | 337 | 388 | |||||||
Other | 2,867 | 4,627 | |||||||
Gross deferred tax assets | 47,356 | 43,783 | |||||||
Valuation allowance | -47,350 | -42,932 | |||||||
Total deferred tax assets | 6 | 851 | |||||||
Deferred tax liabilities: | |||||||||
Other | — | -635 | |||||||
Total deferred tax liabilities | — | -635 | |||||||
Net deferred tax liabilities | $ | 6 | $ | 216 | |||||
Schedule Of Unrecognized Tax Benefits | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Balance beginning of period | $ | 6,053 | $ | 5,715 | $ | 4,225 | |||
Tax positions related to current year: | |||||||||
Additions for current year items | 36 | 1,050 | 955 | ||||||
Additions for prior year items | 88 | — | 510 | ||||||
Reductions for prior year items | -115 | -747 | -33 | ||||||
Changes for foreign currency translation | 76 | 35 | 58 | ||||||
Balance end of period | $ | 6,138 | $ | 6,053 | $ | 5,715 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||
Stock-Based Compensation Expenses Included In The Condensed Consolidated Statements Of Operations | ' | |||||||||
For the Year Ended | ||||||||||
December 31, | ||||||||||
2013 | 2012 | 2011 | ||||||||
Sales and marketing | $ | 1,113 | $ | 1,169 | $ | 779 | ||||
Research and development | 122 | 212 | 424 | |||||||
General and administrative | 2,772 | 2,516 | 1,905 | |||||||
$ | 4,007 | $ | 3,897 | $ | 3,108 | |||||
Schedule Of Valuation Assumptions Used For Stock Options And ESPP Plans | ' | |||||||||
2013 | 2012 | 2011 | ||||||||
Risk-free interest rate: | ||||||||||
Time-based stock options | 1.02 | % | 0.92 | % | 2.34 | % | ||||
Performance-based stock options | 1.22 | 0.96 | 1.96 | |||||||
ESPP | 0.06 | 0.09 | 0.06 | |||||||
Volatility factor of the market price of | ||||||||||
the Company's common stock: | ||||||||||
Time-based stock options | 64.12 | % | 63.79 | % | 65.16 | % | ||||
Performance-based stock options | 63.20 | 63.66 | 65.14 | |||||||
ESPP | 37.36 | 56.79 | 50.67 | |||||||
Weighted-average expected life (years): | ||||||||||
Time-based stock options | 5.10 | 5.21 | 5.28 | |||||||
Performance-based stock options | 5.04 | 5.22 | 5.28 | |||||||
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 | |||||||||
Number | Average | Remaining | Aggregate | |||||||
of | Exercise Price | Contractual | Intrinsic | |||||||
Shares | Per Share | Term (Years) | Value | |||||||
Balance as of January 1, 2011 | 7,461 | $ | 2.74 | 6.22 | $ | 12,034 | ||||
Options forfeited | -762 | 3.84 | ||||||||
Options granted | 2,504 | 5.06 | ||||||||
Options exercised | -2,288 | 2.71 | ||||||||
Balance as of December 31, 2011 | 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 | ||||
Vested and expected to vest after | ||||||||||
31-Dec-13 | 5,710 | $ | 4.08 | 5.45 | $ | 7,076 | ||||
Exercisable as of December 31, 2013 | 3,963 | $ | 3.65 | 4.08 | $ | 6,524 | ||||
Schedule Of RSU Activity | ' | |||||||||
Restricted Stock Units Outstanding | ||||||||||
Number | Aggregate | |||||||||
of | Intrinsic | |||||||||
Shares | Value | |||||||||
Balance as of January 1, 2011 | — | |||||||||
Awarded | 192 | |||||||||
Vested/Released | — | |||||||||
Forfeited | -15 | |||||||||
Balance as of December 31, 2011 | 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 | |||||||
Vested and expected to vest after | ||||||||||
31-Dec-13 | 321 | $ | 1,616 | |||||||
Ending Exercisable as of December 31, 2013 | ||||||||||
(Vested and deferred) | — | — | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | ||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||
Foreign | |||||||||
Currency | Available-for-Sale | ||||||||
Translation | Investments | Total | |||||||
Balances as of January 1, 2011 | $ | 137 | $ | -70 | $ | 67 | |||
Other comprehensive income (loss) | 2,293 | -16 | 2,277 | ||||||
Balances as of December 31, 2011 | 2,430 | -86 | 2,344 | ||||||
Other comprehensive income (loss) | 625 | 19 | 644 | ||||||
Balances as of December 31, 2012 | 3,055 | -67 | 2,988 | ||||||
Other comprehensive income before reclassifications | 1,121 | -4 | 1,117 | ||||||
Amounts reclassified out of accumulated other | |||||||||
comprehensive income (loss) to other income | |||||||||
(expense), net | — | 71 | 71 | ||||||
Net current-period other comprehensive income | 1,121 | 67 | 1,188 | ||||||
Balances as of December 31, 2013 | $ | 4,176 | $ | — | $ | 4,176 | |||
Segment_Information_And_Geogra1
Segment Information And Geographic Data (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Segment Information And Geographic Data [Abstract] | ' | ||||||||
Summary Information By Operating Segment | ' | ||||||||
For the Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Revenue: | |||||||||
China | $ | 122,616 | $ | 152,227 | $ | 128,928 | |||
Rest of the World (including the US and Hong Kong) | 4,442 | 4,042 | 3,637 | ||||||
Total net revenues | $ | 127,058 | $ | 156,269 | $ | 132,565 | |||
Income (loss) from operations: | |||||||||
China | $ | 30,557 | -1 | $ | 4,216 | -2 | $ | 47,154 | |
Rest of the World (including the US and Hong Kong)(3) | -20,128 | -4 | 2,194 | -18,199 | |||||
Total income from operations | $ | 10,429 | $ | 6,410 | $ | 28,955 | |||
Non-operating income (expense): | |||||||||
China | $ | 233 | $ | -122 | $ | -169 | |||
Rest of the World (including the US and Hong Kong) | 2,544 | -5 | -16 | 6 | |||||
Total non-operating income (expense) | $ | 2,777 | $ | -138 | $ | -163 | |||
Income (loss) before provision (benefit) for income tax: | |||||||||
China | $ | 30,790 | $ | 4,094 | $ | 46,985 | |||
Rest of the World (including the US and Hong Kong) | -17,584 | 2,178 | -18,193 | ||||||
Total income before provision for (benefit) income tax | $ | 13,206 | $ | 6,272 | $ | 28,792 | |||
-1 | 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 with TLC and Zensun and $1.2 million in restructuring charges related to the non-renewal of the Company’s distribution agreement with Sanofi. | ||||||||
-2 | The operating income for the China segment for the year ended December 31, 2012, includes the $42.7 million impairment charge on the intangible assets. | ||||||||
-3 | Operating income (loss) for the Rest of the World segment includes the change in the fair value of the contingent consideration in 2012 and 2011, and all research and development expense for the Company’s SCV-07 trial, which was discontinued in the first quarter of 2012. | ||||||||
-4 | 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. The Company has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||
-5 | 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. | ||||||||
Long-Lived Assets By Operating Segment | ' | ||||||||
China | $ | 36,038 | |||||||
Rest of the World (including the US and Hong Kong) | 404 | ||||||||
$ | 36,442 | ||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
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, | ||||||||||
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 | -1 | 8,708 | -2 | 36 | -3 | ||||||
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 | |||||
Three Months Ended | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||
Product sales, net | $ | 33,163 | $ | 33,284 | $ | 32,137 | $ | 24,587 | |||||
Promotion services revenue | 7,905 | 8,085 | 8,556 | 8,552 | |||||||||
Cost of product sales | 5,532 | 5,664 | 5,474 | 5,326 | |||||||||
Net income (loss) | 9,665 | 11,228 | -13,161 | -4 | 1,888 | ||||||||
Basic net income (loss) per share | $ | 0.17 | $ | 0.20 | $ | -0.23 | $ | 0.03 | |||||
Diluted net income (loss) per share | $ | 0.16 | $ | 0.19 | $ | -0.23 | $ | 0.03 | |||||
-1 | 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 with TLC and Zensun. | ||||||||||||
-2 | 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. | ||||||||||||
-3 | 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||||||
-4 | During the three months ended September 30, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded losses of approximately $42.7 million to recognize the full impairment and recorded a benefit for income tax of approximately $6.8 million due to the impairment of intangible assets, which resulted in a reversal of deferred tax liabilities. This was partially offset by the impact of recognizing a full valuation allowance on any remaining NovaMed deferred tax assets. In addition, for the same period, the Company recorded a non-cash gain of $12.8 million, primarily related to the decrease in estimated probability of achieving targets relating to NovaMed’s product distributor agreements, including the renewal of the agreement with Sanofi for a five-year term. | ||||||||||||
The_Company_And_Summary_Of_Sig3
The Company And Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 24 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Oct. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 18, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
segment | One Customer [Member] | One Customer [Member] | China [Member] | China [Member] | China [Member] | Accounts Receivable Attributable to Two Customers [Member] | Largest China Customer[Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | ZADAXIN [Member] | Office Furniture and Fixtures [Member] | Office Equipment And Computer Software [Member] | Vehicle [Member] | Research And Development Expense [Member] | General And Administrative Expense [Member] | Minimum [Member] | Maximum [Member] | |||||
customer | item | country | |||||||||||||||||||||
site | |||||||||||||||||||||||
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries in which product is approved | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' | ' |
Number of partnered products to which the company markets | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | 18-Apr-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer revenue percentage | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable gross | ' | ' | ' | ' | ' | $3,500,000 | ' | ' | ' | ' | $38,300,000 | $31,100,000 | $2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of accounts receivable, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.00% | 71.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of suppliers of key components | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable past due ninety days or more | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | ' | 3,587,000 | 1,169,000 | ' | ' | 3,500,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period past due | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional receivable reserve | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product returns reserve amount | ' | 0 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expired product liability and reservfe for product returns | ' | 0 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '3 years | '4 years | ' | ' | ' | ' |
Contingent consideration, potential cash payment | ' | 0 | 43,000,000 | ' | 43,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration determined payout | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement payment terms | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Uncollected receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | 127,058,000 | 156,269,000 | 132,565,000 | ' | ' | ' | 122,616,000 | 152,227,000 | 128,928,000 | ' | ' | 25,000,000 | 30,800,000 | 19,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues subject to refund | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 6.42% |
Sales tax and surcharge costs | ' | 3,500,000 | 3,800,000 | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising expenses | ' | 100,000 | 200,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest related to tax positions | ' | 1,200,000 | 800,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares excluded from the calculation of diluted net income per share | ' | 3,378,063 | 3,280,492 | 3,030,664 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares excluded from calculation of diluted net income per share due to market or performance conditions | ' | 50,171 | 118,046 | 35,068 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | $1,181,000 | $1,096,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | $1,000,000 | $100,000 | ' | ' |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Customer A [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of sales to importing or distributor agents | 75.00% | 59.00% | 66.00% |
Customer B [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of sales to importing or distributor agents | 20.00% | 20.00% | 15.00% |
Customer C [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of sales to importing or distributor agents | ' | 12.00% | ' |
Customer D [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Percentage of sales to importing or distributor agents | ' | ' | 15.00% |
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, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
The Company And Summary Of Significant Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income | $36 | [1] | $8,708 | [2] | ($1,983) | [3] | $4,203 | $1,888 | ($13,161) | [4] | $11,228 | $9,665 | $10,964 | $9,620 | $28,122 |
Weighted-average shares outstanding used to compute basic net income per share | ' | ' | ' | ' | ' | ' | ' | ' | 53,587 | 56,637 | 55,110 | ||||
Effect of dilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | 1,349 | 1,846 | 2,277 | ||||
Weighted-average shares outstanding used to compute diluted net income per share | ' | ' | ' | ' | ' | ' | ' | ' | 54,936 | 58,483 | 57,387 | ||||
Basic net income per share | $0 | $0.16 | ($0.04) | $0.08 | $0.03 | ($0.23) | $0.20 | $0.17 | $0.20 | $0.17 | $0.51 | ||||
Diluted net income per share | $0 | $0.16 | ($0.04) | $0.08 | $0.03 | ($0.23) | $0.19 | $0.16 | $0.20 | $0.16 | $0.49 | ||||
[1] | During the three months ended December 31, 2013, the Company recorded $2.0 million of operating expense to reflect the Companybs 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||||||||
[2] | On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a bConfidential Escrow Settlement Agreementb 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. | ||||||||||||||
[3] | 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 with TLC and Zensun. | ||||||||||||||
[4] | During the three months ended September 30, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded losses of approximately $42.7 million to recognize the full impairment and recorded a benefit for income tax of approximately $6.8 million due to the impairment of intangible assets, which resulted in a reversal of deferred tax liabilities. This was partially offset by the impact of recognizing a full valuation allowance on any remaining NovaMed deferred tax assets. In addition, for the same period, the Company recorded a non-cash gain of $12.8 million, primarily related to the decrease in estimated probability of achieving targets relating to NovaMedbs product distributor agreements, including the renewal of the agreement with Sanofi for a five-year term. |
Available_For_Sale_Investments2
Available For Sale Investments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | $28,337,000 | $44,031,000 |
Unrealized Losses for More Than 12 Months | ' | -67,000 |
Estimated Fair Value | 28,337,000 | 43,964,000 |
Certificate of deposit | 100,000 | ' |
Certificates of Deposit [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 75,000 | 75,000 |
Estimated Fair Value | 75,000 | 75,000 |
Money Market Funds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 28,262,000 | 43,505,000 |
Estimated Fair Value | 28,262,000 | 43,505,000 |
Restricted Italian State Bonds Maturing In 2013 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | ' | 451,000 |
Unrealized Losses for More Than 12 Months | ' | -67,000 |
Estimated Fair Value | ' | 384,000 |
Realized loss on available-for-sale investment | $100,000 | ' |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 18, 2011 |
In Millions, unless otherwise specified | |||
Fair Value Measurements [Line Items] | ' | ' | ' |
Contingent consideration, potential cash payment | $0 | $43 | $43 |
Contingent consideration determined payout | ' | $0 | ' |
Fair_Value_Measurements_Financ
Fair Value Measurements (Financial Assets And Liability Measured At Fair Value On A Recurring Basis) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, Fair Value | $28,337 | $43,964 |
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 | 28,262 | 43,889 |
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 | 28,262 | 43,505 |
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 | 28,262 | 43,505 |
Restricted Italian State Bonds Maturing In 2013 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, Fair Value | ' | 384 |
Restricted Italian State Bonds Maturing In 2013 [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 | ' | $384 |
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 | Dec. 31, 2011 |
Fair Value Measurements [Abstract] | ' | ' |
Balance, Liability | $15,400 | ' |
Fair value at acquisition date | ' | 18,870 |
Change in the estimated fair value of the contingent liability | -15,422 | -3,495 |
Translation adjustments | 22 | 25 |
Balance, Liability | ' | $15,400 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventories [Abstract] | ' | ' |
Raw materials | $7,746,000 | $3,184,000 |
Work in progress | 319,000 | 904,000 |
Finished goods | 7,173,000 | 6,336,000 |
Inventory, net | 15,238,000 | 10,424,000 |
Inventory held at distributors | $2,400,000 | $2,300,000 |
Property_And_Equipment_Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $3,953,000 | $3,904,000 | ' |
Less accumulated depreciation | -3,110,000 | -2,527,000 | ' |
Net property and equipment | 843,000 | 1,377,000 | ' |
Depreciation | 900,000 | 600,000 | 300,000 |
Construction in Process [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 143,000 | ' | ' |
Office Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 1,406,000 | 1,379,000 | ' |
Leasehold Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 1,518,000 | 1,647,000 | ' |
Office Furniture and Fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 606,000 | 606,000 | ' |
Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 212,000 | 204,000 | ' |
Vehicle [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $68,000 | $68,000 | ' |
Net_Intangible_Assets_Details
Net Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net Intangible Assets [Abstract] | ' | ' | ' |
Intangible assets estimated value | ' | $0 | ' |
Intangible asset impairment | ' | 42,728,000 | ' |
Estimated useful life | '13 years 6 months | ' | ' |
Amortization expense of intangible assets | $0 | $2,600,000 | $2,500,000 |
Intangible assets discount rate | ' | 20.00% | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Accrued sales and marketing expenses | $6,419 | $9,051 |
Accrued taxes, tax reserves and interest | 5,029 | 4,410 |
Accrued compensation and benefits | 3,475 | 3,232 |
Accrued professional fees | 1,601 | 1,570 |
Accrued manufacturing costs | 1,617 | 882 |
Accrued estimated SEC and DOJ investigation loss | 2,000 | ' |
Other | 1,323 | 2,282 |
Accrued and other current liabilities, total | $21,464 | $21,427 |
Acquisition_Narrative_Details
Acquisition (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Apr. 18, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Sanofi [Member] | Sanofi [Member] | Maximum [Member] | Minimum [Member] | Potential Revenues [Member] | Potential Revenues [Member] | Potential Revenues [Member] | Potential EBITDA [Member] | Potential EBITDA [Member] | Potential EBITDA [Member] | |||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | 18-Apr-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition agreement | ' | 18-Apr-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price allocation, cash paid | $24,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for acquisition of NovaMed, shares | 8,298,110 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential cash payment | 43,000,000 | 0 | 43,000,000 | ' | ' | ' | ' | ' | ' | 11,500,000 | 0 | ' | 21,500,000 | 17,200,000 |
Contingent Consideration Minimum Revenue Threshold For Cash Paymen | ' | ' | ' | ' | ' | ' | ' | ' | 94,200,000 | ' | ' | ' | ' | ' |
Contingent consideration maximum revenue threshold for full amount of cash | ' | ' | 117,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Consideration Minimum Adjusted EBITDA Threshold For Cash Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,800,000 | ' | ' |
Contingent consideration maximum adjusted EBITDA threshold for full amount of cash payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,800,000 | ' | ' |
Contingent Consideration Allowable Increase Decrease Of Earn Out Payments | ' | ' | ' | ' | ' | ' | 10,000,000 | -10,000,000 | ' | ' | ' | ' | ' | ' |
Earn out payments business days due | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration determined payout | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue volatility | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | 0.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earn out discount rate including counter party risk | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial estimated fair value of the contingent considertion | ' | 18,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration at estimated fair value | ' | ' | 0 | 15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non cash gain on contingent consideration | ' | ' | 15,400,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement renewal term | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset impairment (Note 6) | ' | ' | 42,728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related transaction costs | ' | ' | ' | $3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition_Schedule_of_Recogn
Acquisition (Schedule of Recognized Identified Assets Acquired And Liabilities Assumed) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Acquisition [Abstract] | ' |
Cash | $3,322 |
Accounts receivable | 4,827 |
Inventory | 1,724 |
Prepaid and other assets | 486 |
Property and equipment | 80 |
Deferred tax assets | 1,389 |
Intangible assets-promotion and distribution contract rights | 46,310 |
Goodwill | 32,843 |
Deferred tax liabilities | -9,352 |
Liabilities assumed | -6,651 |
Total net asset acquired | $74,978 |
Acquisition_Schedule_Of_Change
Acquisition (Schedule Of Changes In Goodwill) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Acquisition [Abstract] | ' | ' | ' |
Beginning balance | $34,313 | $33,868 | ' |
Goodwill for the acquisition of NovaMed | ' | ' | 32,843 |
Translation adjustments | 1,044 | 445 | 1,025 |
Ending balance | $35,357 | $34,313 | $33,868 |
Acquisition_Schedule_Of_Pro_Fo
Acquisition (Schedule Of Pro Forma Information) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 |
Acquisition [Abstract] | ' |
Total revenues | $140,604 |
Net income | $24,849 |
Basic net income per share | $0.45 |
Diluted net income per share | $0.43 |
Acquisition_Information_Includ
Acquisition (Information Included In Consolidated Statement Of Operations Of Parent Company) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | ||||
NovaMed [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | $127,058 | $156,269 | $132,565 | $27,852 | ||||
Net loss | $36 | [1] | $8,708 | [2] | ($1,983) | [3] | $4,203 | $1,888 | ($13,161) | [4] | $11,228 | $9,665 | $10,964 | $9,620 | $28,122 | ($3,835) |
[1] | During the three months ended December 31, 2013, the Company recorded $2.0 million of operating expense to reflect the Companybs 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | |||||||||||||||
[2] | On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a bConfidential Escrow Settlement Agreementb 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. | |||||||||||||||
[3] | 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 with TLC and Zensun. | |||||||||||||||
[4] | During the three months ended September 30, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded losses of approximately $42.7 million to recognize the full impairment and recorded a benefit for income tax of approximately $6.8 million due to the impairment of intangible assets, which resulted in a reversal of deferred tax liabilities. This was partially offset by the impact of recognizing a full valuation allowance on any remaining NovaMed deferred tax assets. In addition, for the same period, the Company recorded a non-cash gain of $12.8 million, primarily related to the decrease in estimated probability of achieving targets relating to NovaMedbs product distributor agreements, including the renewal of the agreement with Sanofi for a five-year term. |
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 |
NovaMed [Member] | NovaMed [Member] | NovaMed [Member] | ||
Escrow Settlement Agreement [Line Items] | ' | ' | ' | ' |
Cash held in escrow not released | ' | ' | $1.40 | ' |
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 | ' | $2.60 |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-07 | Sep. 30, 2008 | Dec. 31, 2013 | |
sqft | sqft | Lease Agreements [Member] | Expansion Agreements [Member] | Second Amendment Agreement [Member] | |||
sqft | |||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Rent escalation, percentage | ' | ' | ' | ' | 4.00% | 6.00% | ' |
Allowance toward cost of leasehold improvements | ' | ' | ' | ' | $200,000 | $500,000 | ' |
Lease term | ' | ' | ' | ' | ' | ' | '4 years |
Lease renewal | ' | ' | ' | ' | ' | ' | '5 years |
Office space square footage | 21,517 | 21,517 | ' | ' | ' | ' | 11,886 |
Base monthly rent expense | 120,824 | ' | ' | ' | ' | ' | 51,704 |
Annual rent escalation per year | ' | ' | ' | ' | ' | ' | 3.00% |
Rent expense | ' | $2,900,000 | $2,900,000 | $2,100,000 | ' | ' | ' |
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, 2013 |
In Thousands, unless otherwise specified | |
Commitments [Abstract] | ' |
Minimum Lease Payments, 2014 | $2,780 |
Minimum Lease Payments, 2015 | 1,264 |
Minimum Lease Payments, 2016 | 935 |
Minimum Lease Payments, 2017 | 668 |
Minimum Lease Payments, 2018 | 339 |
Minimum Lease Payments, Total | 5,986 |
Sublease Rental Income, 2014 | 37 |
Sublease Rental Income, Total | 37 |
Net Minimum Lease Payments, 2014 | 2,743 |
Net minimum Lease Payments, 2015 | 1,264 |
Net minimum Lease Payments, 2016 | 935 |
Net minimum Lease Payments, 2017 | 668 |
Net minimum Lease Payments, 2018 | 339 |
Net Minimum Lease Payments, Total | $5,949 |
Credit_Facilities_Details
Credit Facilities (Details) | 12 Months Ended | 3 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Shanghai Pudong Development Bank Co. Ltd. [Member] | Silicon Valley Bank Line Of Credit [Member] | Silicon Valley Bank Line Of Credit [Member] | Silicon Valley Bank Line Of Credit [Member] | NovaMed [Member] | NovaMed [Member] | ||
USD ($) | USD ($) | CNY | CNY | USD ($) | USD ($) | CNY | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amount terminated | ' | ' | $2,000,000 | 12,500,000 | ' | $15,000,000 | ' | ' | ' | ' |
Debt financinge facility, maximum borrowing capacity | ' | 2,500,000 | ' | ' | 15,000,000 | ' | ' | ' | 1,700,000 | 10,000,000 |
Debt financing facility, amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 10,000,000 |
Percentage points added to reference rate | ' | 15.00% | ' | ' | ' | ' | 1.25% | ' | ' | ' |
Effective interest rate | ' | 6.44% | 7.50% | 7.50% | ' | ' | ' | 5.25% | ' | ' |
Debt financing facility, expiration date | 1-Oct-12 | 30-Nov-14 | 29-Aug-13 | 29-Aug-13 | ' | ' | ' | ' | ' | ' |
Interest paid | ' | $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 |
Payments for severace related charges | ' | 0.6 | ' |
Accrued severance-related charges | ' | 0.6 | ' |
Estimated reduction in sales and marketing expenses in 2014 | ' | $3.20 | ' |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Provision (benefit) for income tax | $2,242,000 | ($3,348,000) | $670,000 | ' |
Undistributed Earnings of Foreign Subsidiaries | 90,400,000 | ' | ' | ' |
Deferred tax assets, change in valuation allowance | 4,400,000 | -7,700,000 | -4,900,000 | ' |
Net operating loss carryforwards | 102,800,000 | ' | ' | ' |
Research and development credit carryforwards gross amount | 12,100,000 | ' | ' | ' |
State net operating loss carryforwards | 28,100,000 | ' | ' | ' |
State research and development tax credit carryforwards | 2,100,000 | ' | ' | ' |
Net operating loss carryforwards related to stock option deductions | 3,700,000 | ' | ' | ' |
Unrecognized tax benefits | 6,138,000 | 6,053,000 | 5,715,000 | 4,225,000 |
Unrecognized tax benefits that would impact effective tax rate | 2,900,000 | ' | ' | ' |
Unrecognized tax benefits, amount offset by valuation allowance | $3,200,000 | ' | ' | ' |
China [Member] | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Statutory income tax rate | 25.00% | 25.00% | ' | ' |
Minimum [Member] | China [Member] | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Statutory income tax rate | ' | ' | 24.00% | ' |
Maximum [Member] | China [Member] | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Statutory income tax rate | ' | ' | 25.00% | ' |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Domestic | ($17,168) | ($11,541) | ($17,939) |
Foreign | 30,374 | 17,813 | 46,731 |
Income before provision (benefit) for income tax | $13,206 | $6,272 | $28,792 |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Tax at federal statutory rate | $4,490 | $2,132 | $9,789 |
Foreign income tax at different rates | -8,383 | -10,405 | -16,137 |
Taxable dividend from foreign subsidiary | ' | 11,900 | 10,506 |
Tax reserve accrual | 297 | 999 | 925 |
Change in valuation adjustment | 5,254 | -7,945 | -4,674 |
Stock-based compensation | -87 | -41 | 30 |
Non deductible expenses | 670 | 11 | 237 |
Other | 1 | 1 | -6 |
Income tax expense (benefit) | $2,242 | ($3,348) | $670 |
Income_Taxes_Schedule_Of_Compo
Income Taxes (Schedule Of Components Of Income Tax Expense (Benefit)) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' | ' |
Federal | ' | ' | ' | ($5) |
State | ' | 1 | 1 | 1 |
Foreign | ' | 2,032 | 3,445 | 2,259 |
Total current | ' | 2,033 | 3,446 | 2,255 |
Foreign | ' | 209 | -6,794 | -1,585 |
Total deferred | 6,800 | 209 | -6,794 | -1,585 |
Income tax expense (benefit) | ' | $2,242 | ($3,348) | $670 |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Taxes [Abstract] | ' | ' |
Net operating loss carryforwards | $33,654 | $28,625 |
Research and development credit carryforwards | 10,498 | 10,143 |
Intangibles | 337 | 388 |
Other | 2,867 | 4,627 |
Deferred tax assets, gross | 47,356 | 43,783 |
Valuation allowance | -47,350 | -42,932 |
Total deferred tax assets | 6 | 851 |
Other | ' | -635 |
Total deferred tax liabilities | ' | -635 |
Net deferred tax liabilities | $6 | $216 |
Income_Taxes_Schedule_Of_Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Balance beginning of period | $6,053 | $5,715 | $4,225 |
Additions for current year items | 36 | 1,050 | 955 |
Additions for prior year items | 88 | ' | 510 |
Reductions for prior year items | -115 | -747 | -33 |
Changes for foreign currency translation | 76 | 35 | 58 |
Balance end of period | $6,138 | $6,053 | $5,715 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 27 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Aug. 31, 2013 | Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 18, 2006 | Dec. 19, 2006 | 31-May-10 | 31-May-10 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Series D Preferred Stock [Member] | Chief Operating Officer [Member] | Chief Operating Officer [Member] | Two Company Board Members [Member] | Two Former Employees [Member] | Equity Incentive Plan 1995 [Member] | Plan 2005 [Member] | Director Plan 2004 [Member] | Employee Stock Purchase Plan [Member] | RSUs [Member] | RSUs [Member] | RSUs [Member] | Inventory [Member] | Inventory [Member] | Inventory [Member] | ||||||||
Stock Option Amendment [Member] | employee | employee | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100,000 | 13,600,000 | 1,765,000 | 1,300,000 | ' | ' | ' | ' | ' | ' |
Shares available for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,342,000 | 48,000 | 484,213 | ' | ' | ' | ' | ' | ' |
Award expiration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Stock discount percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' |
Share-based compensation, income tax benefit | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock plan maximum percentage withheld by employee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' |
Common stock shares that can be purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Offering period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' |
Stock-based compensation expenses recognized | ' | ' | 4,007,000 | 3,897,000 | 3,108,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | 100,000 |
Shares included in option to purchase grant to CEO | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested stock options modified amendment | ' | ' | ' | ' | ' | ' | ' | ' | 0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.28% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility factor of the market price of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71.83% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value assumption, expected term, in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 26 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense, net of forfeitures | ' | ' | 4,200,000 | ' | ' | 4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' |
Unrecognized compensation expense, weighted-average remaining period for recognition, in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 3 months 18 days | ' | ' | ' | ' | ' |
Share based compensation costs | ' | ' | 100,000 | 400,000 | 400,000 | ' | ' | ' | ' | ' | 200,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees affected by plan modification | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plan modification description and terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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 ceased on June 27, 2013. | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation expense related to performance-based options | ' | ' | 39,000 | 36,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage after one year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options per share | ' | ' | $2.56 | $3.36 | $2.79 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.98 | $6.49 | $5.81 | ' | ' | ' |
Intrinsic value of options at exercise | ' | ' | 1,300,000 | 4,500,000 | 5,800,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of shares vested | ' | ' | 3,800,000 | 4,100,000 | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense weighted average period recognized | ' | ' | '2 years 6 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash from stock option exercise | ' | ' | 1,600,000 | 3,400,000 | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program, approved increase | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program, amount authorized | ' | 40,500,000 | ' | ' | ' | 50,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased and retired, shares | ' | ' | 2,404,034 | 4,709,651 | 780,892 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased and retired, value | ' | ' | 12,519,000 | 24,836,000 | 3,495,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program, remaining amount authorized | ' | ' | $9,700,000 | $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 | ' | $0.00 | ' | $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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement, period of required evaluation | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expenses recognized | $4,007 | $3,897 | $3,108 |
Sales And Marketing [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expenses recognized | 1,113 | 1,169 | 779 |
Research And Development Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expenses recognized | 122 | 212 | 424 |
General And Administrative Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expenses recognized | $2,772 | $2,516 | $1,905 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Valuation Assumptions Used For Stock Options And ESPP Plans) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Time-Based Stock Options [Member] | ' | ' | ' |
Risk-free interest rate | 1.02% | 0.92% | 2.34% |
Volatility factor of the market price of common stock | 64.12% | 63.79% | 65.16% |
Weighted-average expected life (years) | '5 years 1 month 6 days | '5 years 2 months 16 days | '5 years 3 months 11 days |
Performance-Based Stock Options [Member] | ' | ' | ' |
Risk-free interest rate | 1.22% | 0.96% | 1.96% |
Volatility factor of the market price of common stock | 63.20% | 63.66% | 65.14% |
Weighted-average expected life (years) | '5 years 15 days | '5 years 2 months 19 days | '5 years 3 months 11 days |
ESPP [Member] | ' | ' | ' |
Risk-free interest rate | 0.06% | 0.09% | 0.06% |
Volatility factor of the market price of common stock | 37.36% | 56.79% | 50.67% |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Stock Option [Member] | ' | ' | ' | ' |
Balance as of December 31, Number of Shares | 5,998 | 6,915 | 7,461 | ' |
Balance as of December 31, Weighted-Average Exercise Per Share | $4.05 | $3.46 | $2.74 | ' |
Options forfeited, Number of Shares | -966 | -1,536 | -762 | ' |
Options forfeited, Weighted-Average Exercise Per Share | $5.45 | $5.13 | $3.84 | ' |
Options granted, Number of Shares | 1,637 | 1,889 | 2,504 | ' |
Options granted, Weighted-Average Exercise Per Share | $4.76 | $6.14 | $5.06 | ' |
Options exercised, Number of Shares | -574 | -1,270 | -2,288 | ' |
Options exercised, Weighted-Average Exercise Per Share | $2.82 | $2.66 | $2.71 | ' |
Balance as of December 31, Number of Shares | 6,095 | 5,998 | 6,915 | 7,461 |
Balance as of December 31, Weighted-Average Exercise Per Share | $4.14 | $4.05 | $3.46 | $2.74 |
Options outstanding weighted average remaining contractual term (years) | '5 years 7 months 28 days | '6 years 22 days | '6 years 11 months 23 days | '6 years 2 months 19 days |
Balance outstanding aggregate intrinsic value | $7,199 | $5,575 | $8,130 | $12,034 |
Vested and expected to vest after December 31, 2013 Number of Shares | 5,710 | ' | ' | ' |
Vested and expected to vest after December 31, 2013 Weighted-Average Exercise Per Share | $4.08 | ' | ' | ' |
Vested and expected to vest after December 31, 2013 Weighted-Average Remaining Contractual Term (Years) | '5 years 5 months 12 days | ' | ' | ' |
Vested and expected to vest after December 31, 2013 Aggregate Intrinsic Value | 7,076 | ' | ' | ' |
Exercisable as of December 31, Number of Shares | 3,963 | ' | ' | ' |
Exercisable as of December 31, Weighted-Average Exercise Per Share | $3.65 | ' | ' | ' |
Exercisable as of December 31, Weighted-Average Remaining Contractual Term (Years) | '4 years 29 days | ' | ' | ' |
Exercisable as of December 31, Aggregate Intrinsic Value | $6,524 | ' | ' | ' |
Stockholders_Equity_Schedule_O2
Stockholders' Equity (Schedule Of RSU Activity) (Details) (RSUs [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
RSUs [Member] | ' | ' | ' |
Balance as of December 31, Number of Shares | 260 | 177 | ' |
Options awarded, Number of Shares | 170 | 190 | 192 |
Options Vested/Released, Number of shares | -39 | -47 | ' |
Options forfeited, Number of Shares | -23 | -60 | -15 |
Balance as of December 31, Number of Shares | 368 | 260 | 177 |
Balance outstanding aggregate intrinsic value | $1,857 | $1,121 | $758 |
Vested and expected to vest after December 31, 2013 Number of Shares | 321 | ' | ' |
Vested and expected to vest after December 31, 2013 Aggregate Intrinsic Value | $1,616 | ' | ' |
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, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | ' | ' |
Foreign Currency Translation, Beginning balance | $3,055 | $2,430 | $137 |
Foreign Currency Translation, Other comprehensive income (loss) | 1,121 | 625 | 2,293 |
Foreign Currency Translation, Other comprehensive income before reclassifications | 1,121 | ' | ' |
Foreign Currency Translation, Amounts reclassified out of accumulated other comprehensive income (loss) to other income (expense), net | ' | ' | ' |
Foreign Currency Translation, Ending balance | 4,176 | 3,055 | 2,430 |
Available-for-Sale Investments, Beginning balance | -67 | -86 | -70 |
Available-for-Sale Investments, Other comprehensive (loss) | 67 | 19 | -16 |
Available-for-Sale Investments, Other comprehensive income 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, Ending balance | ' | -67 | -86 |
Beginning balance | 2,988 | 2,344 | 67 |
Other comprehensive income (loss) | 1,188 | 644 | 2,277 |
Other comprehensive income before reclassifications | 1,117 | ' | ' |
Amounts reclassified out of accumulated other comprehensive income (loss) to other income (expense), net | 71 | ' | ' |
Ending balance | $4,176 | $2,988 | $2,344 |
401k_Plan_Details
401k Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
401k Plan [Abstract] | ' | ' | ' |
Company 401k match, percentage | 50.00% | ' | ' |
Company contributions | $0.20 | $0.20 | $0.30 |
Licensing_Agreements_Narrative
Licensing Agreements (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | 13-May-13 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Zensun [Member] | TLC [Member] | TLC And Zensun [Member] | Scenario, Forecast [Member] | |
Zensun [Member] | ||||
Licensing Agreements [Line Items] | ' | ' | ' | ' |
Commitment agreement payment amount | $18.50 | $39.50 | ' | ' |
Commitment agreement additional payment amount | 10 | ' | ' | ' |
Commitment agreement further payments upon approval for new indications of product | 25 | ' | ' | ' |
Collateralized loan amount, maximum | 12 | ' | ' | ' |
Collateralized loan, anticipated amount of funding | ' | ' | ' | 2.3 |
Research and development expense related to in-licensing deals | ' | ' | $5 | ' |
Contingencies_Details
Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | |
Contingencies [Abstract] | ' | ' |
Probable payment to government in penalties, fines and/or other remedies | $2,000,000 | $2,000,000 |
Estimated SEC/DOJ investigation loss | $2,000,000 | $2,000,000 |
Segment_Information_And_Geogra2
Segment Information And Geographic Data (Summary Information By Operating Segment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||
TLC And Zensun [Member] | TLC And Zensun [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | China [Member] | China [Member] | China [Member] | Rest Of The World (Including the US and Hong Kong) [Member] | Rest Of The World (Including the US and Hong Kong) [Member] | Rest Of The World (Including the US and Hong Kong) [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Revenues | ' | ' | $127,058,000 | $156,269,000 | $132,565,000 | ' | ' | $25,000,000 | $30,800,000 | $19,700,000 | $122,616,000 | $152,227,000 | $128,928,000 | $4,442,000 | $4,042,000 | $3,637,000 | ||||||
Income (loss) from operations | ' | ' | 10,429,000 | 6,410,000 | 28,955,000 | ' | ' | ' | ' | ' | 30,557,000 | [1] | 4,216,000 | [2] | 47,154,000 | -20,128,000 | [3],[4] | 2,194,000 | [3] | -18,199,000 | [3] | |
Non-operating income (expense) | ' | ' | 2,777,000 | -138,000 | -163,000 | ' | ' | ' | ' | ' | 233,000 | -122,000 | -169,000 | 2,544,000 | [5] | -16,000 | 6,000 | |||||
Income (loss) before provision (benefit) for income tax | ' | ' | 13,206,000 | 6,272,000 | 28,792,000 | ' | ' | ' | ' | ' | 30,790,000 | [3] | 4,094,000 | [3] | 46,985,000 | [3] | -17,584,000 | 2,178,000 | -18,193,000 | |||
Upfront payments | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Restructuring charges | ' | ' | 1,181,000 | 1,096,000 | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Impairment of Intangible Assets (Excluding Goodwill) | ' | 42,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,700,000 | ' | ' | ' | ' | ||||||
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 | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | ||||||
[1] | Operating income for the China segment for the year ended December 31, 2013 includes upfront payments totaling $5.0 million related to the Companybs licensing arrangements with TLC and Zensun and $1.2 million in restructuring charges related to the non-renewal of the Companybs distribution agreement with Sanofi. | |||||||||||||||||||||
[2] | The operating income for the China segment for the year ended December 31, 2012, includes the $42.7 million impairment charge on the intangible assets. | |||||||||||||||||||||
[3] | Operating income (loss) for the Rest of the World segment includes the change in the fair value of the contingent consideration in 2012 and 2011, and all research and development expense for the Companybs SCV-07 trial, which was discontinued in the first quarter of 2012. | |||||||||||||||||||||
[4] | 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 Companybs 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | |||||||||||||||||||||
[5] | 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. |
Segment_Information_And_Geogra3
Segment Information And Geographic Data (Long-Lived Assets By Operating Segment) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Segment Reporting Information [Line Items] | ' |
Long-lived assets | $36,442 |
China [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Long-lived assets | 36,038 |
Rest Of The World (Including the US and Hong Kong) [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Long-lived assets | $404 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Jul. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | |||||
TLC And Zensun [Member] | TLC And Zensun [Member] | NovaMed [Member] | NovaMed [Member] | Sanofi [Member] | Sanofi [Member] | ||||||||||||||||
Product sales, net | $31,925,000 | $25,273,000 | $21,683,000 | $20,533,000 | $24,587,000 | $32,137,000 | $33,284,000 | $33,163,000 | $99,414,000 | $123,171,000 | $111,951,000 | ' | ' | ' | ' | ' | ' | ||||
Promotion services | 809,000 | 9,953,000 | 7,609,000 | 9,273,000 | 8,552,000 | 8,556,000 | 8,085,000 | 7,905,000 | 27,644,000 | 33,098,000 | 20,614,000 | ' | ' | ' | ' | ' | ' | ||||
Cost of product sales | 6,037,000 | 3,808,000 | 3,205,000 | 4,618,000 | 5,326,000 | 5,474,000 | 5,664,000 | 5,532,000 | 17,668,000 | 21,996,000 | 19,409,000 | ' | ' | ' | ' | ' | ' | ||||
Net income | 36,000 | [1] | 8,708,000 | [2] | -1,983,000 | [3] | 4,203,000 | 1,888,000 | -13,161,000 | [4] | 11,228,000 | 9,665,000 | 10,964,000 | 9,620,000 | 28,122,000 | ' | ' | ' | ' | ' | ' |
Basic net income per share | $0 | $0.16 | ($0.04) | $0.08 | $0.03 | ($0.23) | $0.20 | $0.17 | $0.20 | $0.17 | $0.51 | ' | ' | ' | ' | ' | ' | ||||
Diluted net income per share | $0 | $0.16 | ($0.04) | $0.08 | $0.03 | ($0.23) | $0.19 | $0.16 | $0.20 | $0.16 | $0.49 | ' | ' | ' | ' | ' | ' | ||||
Upfront payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ||||
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 | 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 | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Goodwill and Intangible Asset Impairment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,728,000 | ' | ' | ' | ' | ' | ' | ' | ||||
Impairment of intangible asset | ' | ' | ' | ' | ' | 42,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Deferred income tax benefit | ' | ' | ' | ' | ' | 6,800,000 | ' | ' | 209,000 | -6,794,000 | -1,585,000 | ' | ' | ' | ' | ' | ' | ||||
Non cash gain due to decrease in achieving targets | ' | ' | ' | ' | ' | $12,800,000 | ' | ' | ' | $15,422,000 | $3,495,000 | ' | ' | ' | ' | ' | ' | ||||
Agreement renewal term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ||||
[1] | During the three months ended December 31, 2013, the Company recorded $2.0 million of operating expense to reflect the Companybs 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 has determined that a payment of $2.0 million to the government in penalties, fines and/or other remedies is probable. | ||||||||||||||||||||
[2] | On July 8, 2013, the Company and the representatives of the former stockholders of NovaMed entered into a bConfidential Escrow Settlement Agreementb 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. | ||||||||||||||||||||
[3] | 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 with TLC and Zensun. | ||||||||||||||||||||
[4] | During the three months ended September 30, 2012, the Company identified an impairment indicator with respect to its intangible assets related to its promotion and distribution contract rights and recorded losses of approximately $42.7 million to recognize the full impairment and recorded a benefit for income tax of approximately $6.8 million due to the impairment of intangible assets, which resulted in a reversal of deferred tax liabilities. This was partially offset by the impact of recognizing a full valuation allowance on any remaining NovaMed deferred tax assets. In addition, for the same period, the Company recorded a non-cash gain of $12.8 million, primarily related to the decrease in estimated probability of achieving targets relating to NovaMedbs product distributor agreements, including the renewal of the agreement with Sanofi for a five-year term. |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 1 Months Ended | 12 Months Ended | 27 Months Ended | 0 Months Ended | 3 Months Ended | ||
Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 14, 2014 | Mar. 14, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased and retired, shares | ' | 2,404,034 | 4,709,651 | 780,892 | ' | 485,003 | ' |
Stock repurchased and retired, value | ' | $12,519,000 | $24,836,000 | $3,495,000 | ' | ' | $2,500,000 |
Amount available for future share repurchase | ' | ' | ' | ' | ' | ' | 7,200,000 |
Share repurchase program, amount authorized | $40,500,000 | ' | ' | ' | $50,500,000 | ' | $50,500,000 |
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Receivables Reserve [Member] | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance at Beginning of Period | ($1,046) | ' | ' | |||
Charges for Amount Reserved | -2,541 | [1] | -1,046 | [1] | ' | |
Deductions for Amounts Recovered | ' | ' | ' | |||
Deductions for Amounts Written Off | ' | ' | ' | |||
Balance at End of Period | -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 | ' | -58 | -1,214 | [2] | ||
Deductions for Amounts Recovered | 123 | 51 | ' | |||
Deductions for Amounts Written Off | ' | ' | 1,098 | |||
Balance at End of Period | ' | -123 | -116 | |||
Aggrastat Product Sales [Member] | NovaMed [Member] | Reserve For Product Returns [Member] | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Charges for Amount Reserved | ' | ' | ($1,100) | |||
[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. 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. | |||||
[2] | Includes $1.1 million of reserve for Aggrastat product related to pre-acquisition sales acquired from NovaMed at the date of acquisition, April 18, 2011. |