Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 26, 2018 | Jun. 30, 2017 | |
Entity Information [Line Items] | |||
Entity Registrant Name | PDL BIOPHARMA, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 153,812,256 | ||
Entity Public Float | $ 370,775,986 | ||
Amendment Flag | false | ||
Entity Central Index Key | 882,104 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Interest revenue | $ 17,744,000 | $ 30,404,000 | $ 36,202,000 |
Product revenue, net | 84,123,000 | 31,669,000 | 0 |
License and other | 19,451,000 | (126,000) | 723,000 |
Total revenues | 320,060,000 | 244,301,000 | 590,448,000 |
Cost of Revenue | 30,537,000 | 4,065,000 | 0 |
Operating expenses | |||
Amortization of intangible assets | 24,689,000 | 12,028,000 | 0 |
General and administrative | 45,641,000 | 39,790,000 | 36,090,000 |
Selling and marketing | 17,683,000 | 538,000 | 0 |
Research and development | 7,381,000 | 3,820,000 | 0 |
Change in fair value of anniversary payment and contingent consideration | 349,000 | (3,716,000) | 0 |
Asset Impairment Charges | 0 | 3,735,000 | 0 |
Acquisition-related costs | 0 | 3,564,000 | 0 |
Loss on extinguishment of notes receivable | 0 | 51,075,000 | 3,979,000 |
Total operating expenses | 126,280,000 | 114,899,000 | 40,069,000 |
Operating income | 193,780,000 | 129,402,000 | 550,379,000 |
Non-operating expense, net | |||
Interest and other income, net | 1,659,000 | 588,000 | 368,000 |
Interest expense | (20,221,000) | (18,267,000) | (27,059,000) |
Business Combination, Bargain Purchase, Gain Recognized, Amount | 9,309,000 | 0 | 0 |
Gain (loss) on extinguishment of debt | 0 | (2,353,000) | 6,450,000 |
Total non-operating expense, net | (9,253,000) | (20,032,000) | (20,241,000) |
Income before income taxes | 184,527,000 | 109,370,000 | 530,138,000 |
Income tax expense | 73,826,000 | 45,711,000 | 197,343,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 110,701,000 | 63,659,000 | 332,795,000 |
Net Income (Loss) Attributable to Noncontrolling Interest | (47,000) | 53,000 | 0 |
Net income attributable to noncontrolling interests | $ 110,748,000 | $ 63,606,000 | $ 332,795,000 |
Net income per share | |||
Basic (in Dollars per Share) | $ 0.71 | $ 0.39 | $ 2.04 |
Diluted (in Dollars per Share) | $ 0.71 | $ 0.39 | $ 2.03 |
Weighted average shares outstanding | |||
Basic (in Shares) | 155,394 | 163,805 | 163,386 |
Diluted (in Shares) | 156,257 | 164,192 | 163,554 |
Cash dividends declared per common share (in Dollars per Share) | $ 0 | $ 0.10 | $ 0.60 |
Queen et al. patents [Member] | |||
Revenues | |||
Royalty Revenue | $ 36,415,000 | $ 166,158,000 | $ 485,156,000 |
Acquired rights [Member] | |||
Revenues | |||
Royalty Revenue | $ 162,327,000 | $ 16,196,000 | $ 68,367,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 110,701 | $ 63,659 | $ 332,795 | |
Other comprehensive income (loss), net of tax | ||||
Change in unrealized gains on investments in available-for-sale securities | 1,181 | 122 | 783 | |
Adjustment for net (gains) losses realized and included in net income, net of tax | 0 | (557) | (712) | |
Total change in unrealized gains on investments in available-for-sale securities, net of tax | [1] | 1,181 | (435) | 71 |
Unrealized gains (losses) on cash flow hedges | 0 | 0 | 4,626 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 0 | (1,821) | (5,390) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | [2] | 0 | (1,821) | (764) |
Total other comprehensive income (loss), net of tax | 1,181 | (2,256) | (693) | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 111,882 | 61,403 | 332,102 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | (47) | 53 | 0 | |
Comprehensive income | $ 111,929 | $ 61,350 | $ 332,102 | |
[1] | Net of tax of $314, ($234) and $38 for the years ended December 31, 2017, 2016 and 2015, respectively. | |||
[2] | Net of tax of zero, ($981) and ($411) for the years ended December 31, 2017, 2016 and 2015, respectively. |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gains (losses) on available-for-sale securities, tax | $ 314 | $ (234) | $ 38 |
Unrealized gains (losses) on cash flow hedges, tax | $ 0 | $ (981) | $ (411) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Income Taxes, Current | $ 1,377 | $ 4,723 |
Current assets: | ||
Cash and cash equivalents | 527,266 | 147,154 |
Short-term investments | 4,848 | 19,987 |
Receivables from licensees | 31,183 | 40,120 |
Notes receivable | 53,613 | 111,182 |
Investments-other | 0 | 75,000 |
Inventory, net | 9,147 | 2,884 |
Prepaid and other current assets | 14,386 | 1,704 |
Total current assets | 640,443 | 398,031 |
Property, Plant and Equipment, Net | 7,222 | 38 |
Royalty rights - at fair value | 349,223 | 402,318 |
Notes and other receivables, long-term | 17,124 | 159,768 |
Long-term deferred tax assets | 2,432 | 19,257 |
Intangible assets, net | 215,823 | 228,542 |
Other assets | 10,856 | 7,433 |
Total assets | 1,243,123 | 1,215,387 |
Current liabilities: | ||
Accounts payable | 19,785 | 7,016 |
Accrued liabilities | 45,881 | 30,575 |
Anniversary payment | 0 | 88,001 |
Convertible Notes Payable, Current | 126,066 | 0 |
Total current liabilities | 193,109 | 130,315 |
Convertible notes payable | 117,415 | 232,443 |
Contingent consideration | 42,000 | 42,650 |
Other long-term liabilities | 44,709 | 54,556 |
Total liabilities | 397,233 | 459,964 |
Commitments and Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 per share, 10,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 350,000 shares authorized; 165,538 and 164,287 shares issued and outstanding at December 31, 2016 and 2015, respectively | 1,538 | 1,655 |
Additional paid-in capital | (102,443) | (107,628) |
Accumulated other comprehensive income | 1,181 | 0 |
Retained earnings | 945,614 | 857,116 |
Total stockholders' equity | 845,890 | 751,143 |
Noncontrolling Interest in Variable Interest Entity | 0 | 4,280 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 845,890 | 755,423 |
Total liabilities and stockholders' equity | $ 1,243,123 | $ 1,215,387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock par value (in Dollars per Share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in Shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Preferred stock, shares outstanding (in Shares) | 0 | |
Common stock par value (in Dollars per Share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in Shares) | 350,000 | 350,000 |
Common stock, shares issued (in Shares) | 153,775 | 165,538 |
Common stock, shares outstanding (in Shares) | 153,775 | 165,538 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Sale of Productive Assets | $ 108,169 | $ 0 | $ 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 110,701 | 63,659 | 332,795 |
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | 0 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of convertible notes and term loan offering costs | 11,038 | 10,009 | 12,963 |
Amortization of Intangible Assets | 24,689 | 12,028 | 0 |
Goodwill, Impairment Loss | 0 | 3,735 | 0 |
Change in fair value of acquired royalty rights | (162,327) | (16,196) | (68,367) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 49 | 906 | (985) |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 349 | (3,716) | 0 |
Other amortization, depreciation and accretion of embedded derivative | 2,366 | 18 | 40 |
Inventory Write-down | 2,012 | 342 | 0 |
Provision for Doubtful Accounts | 76 | 0 | 0 |
Loss on extinguishment of notes receivable | 0 | 51,075 | 3,979 |
Gains (Losses) on Extinguishment of Debt | 0 | 2,353 | (6,450) |
Gain (Loss) on Sale of Investments | (108) | (882) | (997) |
Increase (Decrease) in Other Receivables | (1,400) | 0 | 0 |
Business Combination, Bargain Purchase, Gain Recognized, Amount | (9,309) | 0 | 0 |
Stock-based compensation expense | 3,138 | 3,742 | 2,045 |
Deferred taxes | 39,172 | (10,676) | 17,251 |
Changes in assets and liabilities: | |||
Receivables from licensees | 5,877 | (34,120) | 0 |
Increase (Decrease) in Accounts and Other Receivables | (5,055) | 6,000 | (300) |
Prepaid and other current assets | (9,100) | (1,526) | (42) |
Accrued interest on notes receivable | 1,475 | (2,764) | (2,246) |
Increase (Decrease) in Inventories | (1,120) | (3,227) | 0 |
Other assets | (1,400) | (757) | (865) |
Accounts payable | 10,840 | 6,621 | 76 |
Accrued liabilities | 13,120 | 22,729 | (1,048) |
Increase (Decrease) in Income Taxes Payable | (3,346) | 1,352 | 79 |
Increase (Decrease) in Other Deferred Liability | 0 | (787) | 0 |
Other long-term liabilities | (1,223) | 3,800 | 12,937 |
Net cash provided by operating activities | 40,624 | 101,718 | 301,465 |
Cash flows from investing activities | |||
Purchase consideration paid in advance | 0 | (109,938) | 0 |
Purchases of investments | (23,213) | (22,952) | 0 |
Payments to Acquire Other Investments | 0 | (75,000) | 0 |
Proceeds from Sale and Maturity of Other Investments | 75,000 | 0 | 0 |
Maturities of investments | 39,956 | 4,680 | 1,947 |
Purchase of royalty rights | 0 | (59,500) | (115,000) |
Payments for (Proceeds from) Productive Assets | 107,253 | 72,582 | 43,407 |
Issuance of notes receivable | 0 | (9,010) | (35,235) |
Proceeds from Sale and Collection of Notes Receivable | 144,829 | 54,653 | 25,242 |
Repayment of notes receivable | 8,190 | 0 | 0 |
Acquisition of property and equipment | (1,297) | (25) | (9) |
Net cash provided by/(used in) investing activities | 458,887 | (144,510) | (79,648) |
Cash flows from financing activities | |||
Proceeds from term loan | 0 | 0 | 100,000 |
Repayments of Notes Payable | 0 | (25,000) | (75,000) |
Payments for Repurchase of Convertible Preferred Stock | 0 | (120,000) | (220,397) |
Payment of debt issuance costs | 0 | (3,204) | (607) |
Net proceeds from the issuance of convertible notes | 0 | 150,000 | 0 |
Purchased call options cost | 0 | (14,400) | 0 |
Other Payments to Acquire Businesses | (87,007) | 0 | 0 |
Proceeds from Noncontrolling Interests | 0 | 250 | 0 |
Cash paid for purchase of noncontrolling interest | (2,170) | 0 | 0 |
Payments for Repurchase of Common Stock | (30,000) | 0 | 0 |
Cash dividends paid | (222) | (16,583) | (98,307) |
Net cash used in financing activities | (119,399) | (28,937) | (294,311) |
Net increase/(decrease) in cash and cash equivalents | 380,112 | (71,729) | (72,494) |
Cash and cash equivalents at beginning of the period | 147,154 | 218,883 | 291,377 |
Cash and cash equivalents at end of period | 527,266 | 147,154 | 218,883 |
Supplemental cash flow information | |||
Cash paid for income taxes | 43,366 | 50,000 | 168,000 |
Interest Paid | 9,286 | 11,410 | 16,987 |
Supplemental disclosures of non-cash financing activities | |||
Other Significant Noncash Transaction, Value of Consideration Given | 0 | 0 | $ 9,794 |
Other Significant Noncash Transaction, Value of Consideration Received | 0 | $ 0 | |
Noncash or Part Noncash Acquisition, Value of Assets Acquired | 0 | ||
Noncash or Part Noncash Acquisition, Other Liabilities Assumed | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | February 2018 Notes [Member] | February 2018 Notes [Member]Additional Paid-in Capital [Member] | ||
Noncontrolling Interest in Variable Interest Entity | $ 0 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2014 | 162,186,482 | ||||||||
Beginning Balance at Dec. 31, 2014 | $ 460,437 | $ 1,622 | $ (119,874) | $ 575,740 | $ 2,949 | ||||
Issuance of common stock under employee benefit plans (in Shares) | 758,533 | ||||||||
Issuance of common stock under employee benefit plans | $ 0 | $ (8) | (8) | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,341,600 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 13 | ||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 100 | 87 | |||||||
Stock-based compensation expense | 2,045 | ||||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (233) | ||||||||
Dividends declared, Retained Earnings adjustment | (98,499) | (98,499) | |||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 332,102 | ||||||||
Statement of Comprehensive Income [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | 332,795 | 332,795 | |||||||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | 71 | [1] | 71 | ||||||
Total comprehensive income | 332,102 | ||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | (764) | [2] | (764) | ||||||
Ending Balance (in shares) at Dec. 31, 2015 | 164,286,615 | ||||||||
Ending Balance at Dec. 31, 2015 | 695,952 | $ 1,643 | (117,983) | 810,036 | 2,256 | ||||
Noncontrolling Interest in Variable Interest Entity | $ 0 | ||||||||
Issuance of common stock under employee benefit plans (in Shares) | 1,251,832 | ||||||||
Issuance of common stock under employee benefit plans | $ 0 | (12) | (12) | ||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 620 | ||||||||
Issuance of convertible debt | $ 25,465 | $ 25,465 | |||||||
Purchase of purchased call options, net of tax | 14,400 | ||||||||
Adjustments to Additional Paid in Capital, Other | (3,977) | ||||||||
Stock-based compensation expense | 3,741 | ||||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (462) | ||||||||
Dividends declared, Retained Earnings adjustment | (16,526) | (16,526) | |||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | 250 | ||||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 4,227 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 61,403 | ||||||||
Statement of Comprehensive Income [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | 63,606 | 63,606 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 53 | ||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 63,659 | ||||||||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | (435) | [1] | (435) | ||||||
Total comprehensive income | 61,350 | ||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | $ (1,821) | [2] | (1,821) | ||||||
Ending Balance (in shares) at Dec. 31, 2016 | 165,538,447 | ||||||||
Ending Balance at Dec. 31, 2016 | $ 751,143 | 1,655 | (107,628) | 857,116 | 0 | ||||
Noncontrolling Interest in Variable Interest Entity | 4,280 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 755,423 | ||||||||
Issuance of common stock under employee benefit plans (in Shares) | 1,582,698 | ||||||||
Issuance of common stock under employee benefit plans | (16) | (16) | |||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 5,967 | ||||||||
Adjustments to Additional Paid in Capital, Other | 2,063 | ||||||||
Other Noncontrolling Interests | (4,233) | ||||||||
Stock-based compensation expense | $ 3,138 | ||||||||
Stock Repurchased During Period, Shares | (13,346,389) | ||||||||
Treasury Stock, Retired, Par Value Method, Amount | $ (133) | ||||||||
Treasury Stock, Retired, Cost Method, Amount | (29,867) | ||||||||
Stock Repurchased and Retired During Period, Value | (30,000) | ||||||||
Payments to Acquire Additional Interest in Subsidiaries | (2,170) | ||||||||
Cumulative Effect on Retained Earnings, Net of Tax | 7,617 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 111,882 | ||||||||
Statement of Comprehensive Income [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | 110,748 | 110,748 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (47) | ||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 110,701 | ||||||||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | 1,181 | [1] | 1,181 | ||||||
Total comprehensive income | 111,929 | ||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | [2] | $ 0 | |||||||
Ending Balance (in shares) at Dec. 31, 2017 | 153,774,756 | ||||||||
Ending Balance at Dec. 31, 2017 | $ 845,890 | $ 1,538 | $ (102,443) | $ 945,614 | $ 1,181 | ||||
Noncontrolling Interest in Variable Interest Entity | 0 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 845,890 | ||||||||
[1] | Net of tax of $314, ($234) and $38 for the years ended December 31, 2017, 2016 and 2015, respectively. | ||||||||
[2] | Net of tax of zero, ($981) and ($411) for the years ended December 31, 2017, 2016 and 2015, respectively. |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Business PDL BioPharma, Inc. and its subsidiaries (collectively, the “Company”) seeks to provide a significant return for its stockholders by acquiring and managing a portfolio of companies, products, royalty agreements and debt facilities in the biotechnology, pharmaceutical and medical device industries. In 2012, the Company began providing alternative sources of capital through royalty monetizations and debt facilities, and in 2016, the Company began acquiring commercial-stage products and launching specialized companies dedicated to the commercialization of these products. To date, the Company has consummated seventeen of such transactions, of which nine are active and outstanding. At December 31, 2017, one debt transaction is outstanding, representing deployed capital of $20.0 million : CareView Communications, Inc. (“CareView”); one hybrid royalty/debt transaction is outstanding, representing deployed capital of $44.0 million : Wellstat Diagnostics, LLC (a/k/a/ Defined Diagnostics, LLC (“Wellstat Diagnostics”); and five royalty transactions are outstanding, representing deployed capital of $396.1 million , respectively: KYBELLA ® , AcelRx Pharmaceuticals, Inc. (“AcelRx”), The Regents of the University of Michigan (“U-M”), Viscogliosi Brothers, LLC (“VB”) and Depomed, Inc. and Depo DR Sub, LLC (together, “Depomed”). The Company’s equity and loan investments in Noden Pharma DAC, Inc. and Noden Pharma USA, Inc. (together, and including their respective subsidiaries, “Noden”) represent deployed capital of $179.0 million , respectively, and its converted equity and loan investment in LENSAR, Inc. (“LENSAR”) represents deployed capital of $40.0 million . The Company operates in three segments designated as Income Generating Assets, Pharmaceutical and Medical Devices. The Company’s Income Generating Assets segment consists of revenue derived from (i) notes and other long-term receivables, (ii) royalty rights - at fair value, (iii) equity investments and (iv) royalties from issued patents in the United States and elsewhere, covering the humanization of antibodies, which the Company refers to as the Queen et al. patents. The Company’s Pharmaceutical segment consists of revenue derived from branded prescription medicine product sold under the name Tekturna ® and Tekturna HCT ® in the United States and Rasilez ® and Rasilez HCT ® in the rest of the world (collectively, the “Noden Products” or “Tekturna”) sales. The Company’s Medical Devices segment consists of revenue derived from the LENSAR ® Laser System sales. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the stockholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification (“ASC”) 810, Consolidations , which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. The Company identifies an entity as a variable interest entity if either: (1) the entity does not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) the entity’s equity investors lack the essential characteristics of a controlling financial interest. The Company performs ongoing qualitative assessments of its variable interest entities to determine whether the Company has a controlling financial interest in any variable interest entity and therefore is the primary beneficiary, and if it has the power to direct activities that impact the activities of the entity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements. The accounting estimates that require management’s most significant, difficult and subjective judgments include the valuation of royalty rights - at fair value, revenue recognition and allowance for customer credits, the valuation of inventory, the assessment of recoverability of goodwill and intangible assets and their estimated useful lives, the valuation and recognition of share-based compensation, the recognition and measurement of current and deferred income tax assets and liabilities, and contingent consideration estimates. Actual results could differ from those estimates. Segment Reporting Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the entity’s chief operating decision maker, in deciding how to allocate resources and in assessing performance. The Company has evaluated its operating segments in accordance with ASC 280, and has identified three reportable segments: Income Generating Assets, Pharmaceutical and Medical Devices at December 31, 2017. Cash Equivalents The Company considers all highly liquid investments with initial maturities of three months or less at the date of purchase to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure in any one financial instrument. Accounts Receivable As of December 31, 2017 and 2016, the Company had $76,000 and zero allowance for doubtful accounts, respectively. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when the Company determines that recovery is unlikely and the Company cease collection efforts. Investments The Company’s investments include available-for-sale investments, equity method investments and cost method investments in certain publicly traded companies and privately-held companies. All marketable securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, based on quoted market prices and observable inputs, with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. The Company classify marketable securities that are available for use in current operations as current assets in the Consolidated Balance Sheets. Realized gains and losses and declines in value judged to be other than temporary for available-for-sale securities are included in “Interest and other income, net.” The cost of securities sold is based on the specific identification method. On July 1, 2016, Noden Pharma DAC entered into an asset purchase agreement (“Noden Purchase Agreement”) where by it purchased from Novartis Pharma AG (“Novartis”) the exclusive worldwide rights to manufacture, market, and sell the Noden Products and certain related assets and assumed certain related liabilities (the “Noden Transaction”). Upon the consummation of the Noden Transaction, a noncontrolling interest holder acquired a 6% equity interest in Noden. The equity interest of the noncontrolling interest holder was subject to vesting and repurchase rights over a four-year period. In May 2017, such equity interest was repurchased for $2.2 million in cash by the Company. The Company accounted for the repurchase in accordance with ASC 810 and recognized the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted for in equity attributable to the Company. The Company consolidates Noden under the voting interest model as of December 31, 2017 and 2016. For additional information about the consolidation of Noden see Note 21. Fair Value Measurements The fair value of the Company’s financial instruments are estimates of the amounts that would be received if the Company were to sell an asset or the Company paid to transfer a liability in an orderly transaction between market participants at the measurement date or exit price. The assets and liabilities are categorized and disclosed in one of the following three categories: Level 1 – based on quoted market prices in active markets for identical assets and liabilities; Level 2 – based on quoted market prices for similar assets and liabilities, using observable market based inputs or unobservable market based inputs corroborated by market data, and Level 3 – based on unobservable inputs using management’s best estimate and assumptions when inputs are unavailable. Notes Receivable and Other Long-Term Receivables The Company accounts for its notes receivable at amortized cost, net of unamortized origination fees, if any, and adjusted for any allowance for loan losses. Interest is accreted or accrued to “Interest revenue” using the effective interest method. When and if supplemental payments are received from certain of these notes and other long-term receivables, an adjustment to the estimated effective interest rate is affected prospectively. The Company evaluates the collectability of both interest and principal for each note receivable and loan to determine whether it is impaired. A note receivable or loan is considered to be impaired when, based on current information and events, the Company determines it is probable that it will be unable to collect amounts due according to the existing contractual terms. When a note receivable or loan is considered to be impaired, the amount of loss is calculated by comparing the carrying value of the financial asset to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the estimated fair value of the underlying collateral, less costs to sell, if the loan is collateralized and the Company expects repayment to be provided solely by the collateral. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral. The Company records interest on an accrual basis and recognizes it as earned in accordance with the contractual terms of the credit agreement, to the extent that such amounts are expected to be collected. When a note receivable or loan becomes past due, or if management otherwise does not expect that principal, interest, and other obligations due will be collected in full, the Company will generally place the note receivable or loan on non-accrual status and cease recognizing interest income on that note receivable or loan until all principal and interest due has been paid or until such time that the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest related to prior periods is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, the Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. At December 31, 2017 , the Company had three notes receivable investments on non-accrual status with a cumulative investment cost and fair value of approximately $70.7 million and $71.3 million , respectively, compared to four note receivable investments on non-accrual at December 31, 2016 with a cumulative investment cost and fair value of approximately $105.3 million and $107.4 million , respectively. During the years ended December 31, 2017 , 2016 and 2015, the Company recognized losses of zero , $51.1 million and $4.0 million , respectively, on extinguishment of notes receivable. For the year ended December 31, 2017 , the Company recognized $3.1 million of interest revenue for the CareView note receivable investment as result of cash interest payments made during fiscal year of 2017. For the years ended December 31, 2016 and 2015, the Company did not recognize any interest for note receivable investments on non-accrual status. Inventory Inventory, which consists of raw material, work-in-process and finished goods, is stated at the lower of cost or market value. The Company determines cost using the first-in, first-out method. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of its expected net realizable value or are in excess of expected requirements. The Company evaluates for potential excess inventory by analyzing current and future product demand relative to the remaining product shelf life. The Company builds demand forecasts by considering factors such as, but not limited to, overall market potential, market share, market acceptance and patient usage. The Company classifies inventory as current on the Consolidated Balance Sheets when the Company expects inventory to be consumed for commercial use within the next twelve months. During the years ended December 31, 2017 and 2016, the Company recognized an inventory write-down of $2.0 million and $0.3 million for the Noden Products that the Company would not be able to sell prior to their expiration. There were no inventory write-downs related to excess and obsolete inventory recorded in the year ended December 31, 2015. Intangible Assets Intangible assets with finite useful lives consist primarily of acquired product rights and acquired technology and are amortized on a straight-line basis over their estimated useful lives, over 10 to 15 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. Goodwill Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then, in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. The Company tests goodwill for impairment annually in December and when events or changes in circumstances indicate that the carrying value may not be recoverable. After completing the Company’s impairment review for the Noden reporting unit during the fourth quarter of 2016, the Company concluded that the goodwill of the Noden reporting unit was impaired. The Company recognized a goodwill impairment loss of $3.7 million as of December 31, 2016. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation was computed using the straight-line method over the following estimated useful lives: Leasehold improvements Lesser of useful life or term of lease Manufacturing equipment 3-5 years Computer and office equipment 3 years Furniture and fixtures 7 years Equipment under lease Greater of lease term or 5-10 years Convertible Notes The Company issued the February 2018 Notes with a net share settlement feature, meaning that upon any conversion, the principal amount will be settled in cash and the remaining amount, if any, will be settled in shares of the Company’s common stock. The Company issued the December 2021 Notes with a settlement feature that allows the Company to settle the notes by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of our common stock, at the Company’s election, although it is the current intention that they will be net-share settled. In accordance with accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company separated the principal balance between the fair value of the liability component and the common stock conversion feature using a market interest rate for a similar nonconvertible instrument at the date of issuance. Financing Costs Related to Long-term Debt Costs associated with obtaining long-term debt are deferred and amortized over the term of the related debt using the effective interest method. Such costs are presented as a direct deduction from the carrying amount of the long-term debt liability, consistent with debt discounts, on the Company’s Consolidated Balance Sheets. Product Revenue General The Company recognizes revenue from the sale of its products when (i) delivery has occurred, (ii) title has transferred, (iii) the selling price is fixed or determinable, (iv) collectability is reasonably assured and the Company has no further performance obligations. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company exercises judgment in determining that collectability is reasonably assured or that services have been delivered in accordance with the arrangement. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer. Revenues from LENSAR product sales contain multiple elements, including LENSAR ® Laser system(s), disposable consumables, procedures, training, installation, warranty and maintenance services. The LENSAR ® Laser system, training and installation services is one unit of accounting. All other elements are separate units of accounting. Disposable consumables, warranty and maintenance services are also sold on a stand-alone basis. For multiple-element arrangements, revenue is allocated to each unit of accounting based on their relative selling prices. Relative selling prices are based first on vendor specific objective evidence of fair value (“VSOE”), then on third-party evidence of selling price (“TPE”) when VSOE does not exist, and then on management's best estimate of the selling price (“ESP”) when VSOE and TPE do not exist. Because the Company has neither VSOE nor TPE for the LENSAR ® Laser systems, the allocation of revenue is based on ESP for the systems sold. The objective of ESP is to determine the price at which the Company would transact a sale, had the product been sold on a stand-alone basis. The Company determines ESP for the LENSAR ® Laser systems by considering multiple factors, including, but not limited to, features and functionality of the system, geographies, type of customer, and market conditions. The Company regularly reviews ESP and maintain internal controls over establishing and updating these estimates. Revenues from Noden Products sales are recognized when shipped to the customer, which includes wholesalers, distributors and pharmacies. Revenues are recorded net of allowances for customer credits, including estimated chargebacks, rebates, discounts, returns, distribution service fees, patient assistance programs, and government rebates, such as Medicare Part D coverage gap reimbursements in the United States and other deductions and returns in the same period the related sales are recorded. Product shipping and handling costs are included in cost of product revenues. For the period from July 1, 2016 through October 4, 2016, all of the Noden Products were distributed by Novartis under the terms of the Noden Purchase Agreement while transfer of the marketing authorization rights were pending. The Company presents revenue under the Novartis transition arrangement on a “net” basis and established a reserve for retroactive adjustment to the profit split with Novartis. For the period from October 5, 2016 to December 31, 2017, Noden Pharma USA, Inc. distributed the Noden Products in the United States. The Company presented revenue for all sales in the United States on a “gross” basis and established a reserve for allowances. For the period from October 5, 2016 to August 31, 2017, Novartis continued to distribute the Noden products outside of the United States. Beginning on September 1, 2017, Noden Pharma DAC began distributing the Noden Products to select countries outside the United States. The Company presents revenue for Noden Products sold by Novartis outside of the United States on a “net” basis. Provisions Customer Credits : The Company’s customers are offered various forms of consideration, including allowances, service fees and prompt payment discounts. The Company expects the customers will earn prompt payment discounts and, therefore, the Company deducts the full amount of these discounts from total product sales when revenues are recognized. Service fees are also deducted from total product sales as they are earned. Rebates and Discounts : Allowances for rebates include mandated discounts under the Medicaid Drug Rebate Program in the United States and mandated discounts in the European Union in markets where government-sponsored healthcare systems are the primary payers for healthcare. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements or legal requirements with public sector benefit providers. The accrual for rebates is based on statutory discount rates and expected utilization as well as historical data. The Company’s estimates for expected utilization of rebates are based on data received from the customers. Rebates are generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters’ unpaid rebates. If actual future rebates vary from estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Chargebacks : Chargebacks are discounts that occur when certain contracted customers, which currently consist primarily of group purchasing organizations, Public Health Service institutions, non-profit clinics, and Federal government entities purchasing via the Federal Supply Schedule, purchase directly from the Company’s wholesalers. Contracted customers generally purchase the product at a discounted price. The wholesalers, in turn, charges back to the Company the difference between the price initially paid by the wholesalers and the discounted price paid by the contracted customers. In addition to actual chargebacks received, the Company maintains an accrual for chargebacks based on the estimated contractual discounts on the inventory levels on hand in the distribution channel. If actual future chargebacks vary from these estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Medicare Part D Coverage Gap : Medicare Part D prescription drug benefit mandates manufacturers to fund 50% of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. The Company’s estimates for the expected Medicare Part D coverage gap are based on historical invoices received and in part from data received from the Company’s customers. Funding of the coverage gap is generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. If actual future funding varies from estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Co-payment Assistance : Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. The Company accrues a liability for co-payment assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators. Returns : Returns are generally estimated and recorded based on historical sales and returns information. Products that exhibit unusual sales or return patterns due to dating, competition or other marketing matters are specifically investigated and analyzed as part of the accounting for sales returns accruals. Queen et al. Royalty Revenues Under the Company’s license agreements related to patents covering the humanization of antibodies, which it refers to as the Queen et al. patents, the Company receives royalty payments based upon its licensees’ net sales of covered products. Generally, under these agreements, the Company receives royalty reports from its licensees approximately one quarter in arrears; that is, generally in the second month of the quarter after the licensee has sold the royalty-bearing product. The Company recognizes royalty revenues when it can reliably estimate such amounts and collectability is reasonably assured. Under this accounting policy, the royalty revenues the Company reports are not based upon estimates, and such royalty revenues are typically reported in the same period in which the Company receives payment from its licensees. Although the last of the Queen et al. patents expired in December 2014, the Company has received royalties beyond expiration based on the terms of its licenses and its legal settlement. Under the terms of the legal settlement between Genentech, Inc. (“Genentech”) and the Company, the first quarter of 2016 was the last period for which Genentech paid royalties to the Company for Avastin, Herceptin, Xolair, Kadcyla and Perjeta. Other products from the Queen et al. patent licenses, such as Tysabri ® , entitle the Company to royalties following the expiration of its patents with respect to sales of licensed product manufactured prior to patent expiry in jurisdictions providing patent protection licenses. In November 2017, the Company was notified by Biogen, Inc. (“Biogen”) that product supply for Tysabri ® that was manufactured prior to patent expiry, and for which the Company would receive royalties on, had been extinguished in the United States and was rapidly being reduced in other countries. As a result, the Company anticipates royalties from product sales of Tysabri to be substantially lower in 2018 and are expected to cease after the first quarter of 2019. Royalty Rights - At Fair Value Currently, the Company accounts for its investments in royalty rights at fair value with changes in fair value presented in earnings. The fair value of the investments in royalty rights is determined by using a discounted cash flow analysis related to the expected future cash flows to be received. These assets are classified as Level 3 assets within the fair value hierarchy, as the Company’s valuation estimates utilize significant unobservable inputs, including estimates as to the probability and timing of future sales of the related products. Transaction-related fees and costs are expensed as incurred. The changes in the estimated fair value from investments in royalty rights along with cash receipts in each reporting period are presented together on the Company’s Consolidated Statements of Income as a component of revenue under the caption, “Royalty rights - change in fair value.” Realized gains and losses on royalty rights are recognized as they are earned and when collection is reasonably assured. Royalty Rights revenue is recognized over the respective contractual arrangement period. Critical estimates may include product demand and market growth assumptions, inventory target levels, product approval and pricing assumptions. Factors that could cause a change in estimates of future cash flows include a change in estimated market size, a change in pricing strategy or reimbursement coverage, a delay in obtaining regulatory approval, a change in dosage of the product, and a change in the number of treatments. For each arrangement, the Company is entitled to royalty payments based on revenue generated by the net sales of the product. Foreign Currency Hedging From time to time, the Company may enter into foreign currency hedges to manage exposures arising in the normal course of business and not for speculative purposes. The Company hedged certain Euro-denominated currency exposures related to royalties associated with its licensees’ product sales with Euro forward contracts. In general, those contracts are intended to offset the underlying Euro market risk in the Company’s royalty revenues. The last of those contracts expired in the fourth quarter of 2015 and was settled in the first quarter of 2016. The Company designated foreign currency exchange contracts used to hedge royalty revenues based on underlying Euro-denominated licensee product sales as cash flow hedges. The fair value of the Euro forward contracts was estimated using pricing models with readily observable inputs from actively quoted markets and was disclosed on a gross basis. The aggregate unrealized gains or losses, net of tax, on the effective component of the hedge was recorded in stockholders’ equity as “Accumulated other comprehensive income.” Realized gains or losses on cash flow hedges are recognized as an adjustment to royalty revenue in the same period that the hedged transaction impacts earnings as royalty revenue. Any gain or loss on the ineffective portion of these hedge contracts is reported in “Interest and other income, net” in the period the ineffectiveness occurs. Foreign Currency Translation The Company uses the U.S. dollar predominately as the functional currency of its foreign subsidiaries. For foreign subsidiaries where the U.S. dollar is the functional currency, gains and losses from remeasurement of foreign currency balances into U.S. dollars are included in the Consolidated Statements of Income. The aggregate net gains (losses) resulting from foreign currency transactions and remeasurement of foreign currency balances into U.S. dollars that were included in the Consolidated Statements of Income was insignificant for all periods presented. Comprehensive Income (Loss) Comprehensive income (loss) comprises net income adjusted for other comprehensive income (loss), using the specific identification method, which includes the changes in unrealized gains and losses on cash flow hedges and changes in unrealized gains and losses on the Company’s investments in available-for-sale securities, all net of tax, which are excluded from the Company’s net income. Income Taxes The provision for income taxes is determined using the asset and liability approach. Tax laws require items to be included in tax filings at different times than the items are reflected in the consolidated financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are adjusted for enacted changes in tax rates and tax laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Any interest and penalties on uncertain tax positions are included within the tax provision. The 2017 Tax Cuts Act made significant changes to the Internal Revenue Code. These changes include a federal corporate tax rate decrease from a top rate of 35% to a flat rate of 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a partial territorial system, and temporary full expensing of certain business assets. The Company recognized in its Consolidated Financial Statements for the year ended December 31, 2017 estimated tax impacts related to the revaluation of deferred tax assets and liabilities. The ultimate impact may differ from these provisional amounts due to additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. The accounting is expected to be complete when the Company’s 2017 U.S. corporate income tax return is filed in 2018. Business Combination The Company applies ASC 805, Business combinations , pursuant to which the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of the (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of an acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Statements of Income. Lease Accounting and Lease Guarantee The Company accounts for operating leases by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date the Company gains possession of leased property. The Company includes tenant improvement allowances and rent holidays received from landlords and the e |
Net Income per Share
Net Income per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 3. Net Income per Share Net Income per Basic and Diluted Share Year Ended December 31, (in thousands, except per share amounts) 2017 2016 2015 Numerator Income attributable to the Company’s stockholders used to compute net income per diluted share $ 110,748 $ 63,606 $ 332,795 Denominator Total weighted-average shares used to compute net income per basic share 155,394 163,805 163,386 Effect of dilutive stock options — — 16 Restricted stock awards 863 387 152 Shares used to compute net income per diluted share 156,257 164,192 163,554 Net income per basic share $ 0.71 $ 0.39 $ 2.04 Net income per diluted share $ 0.71 $ 0.39 $ 2.03 The Company computes net income per diluted share using the sum of the weighted-average number of common and common equivalent shares outstanding. Common equivalent shares used in the computation of net income per diluted share include shares that may be issued pursuant to outstanding stock options and restricted stock awards, the 4.0% Convertible Senior Notes due February 1, 2018 (the “February 2018 Notes”) and the 2.75% Convertible Senior Notes due December 1, 2021 (the “December 2021 Notes”), in each case, on a weighted average basis for the period that the notes were outstanding, including the effect of adding back interest expense and the underlying shares using the if converted method. February 2018 Notes Purchased Call Option and Warrant Potential Dilution The Company excluded from its calculation of net income per diluted share 12.2 million , 12.2 million and 23.8 million shares for the years ended December 31, 2017 , 2016 and 2015 , for warrants issued in February 2014, because the exercise price of the warrants exceeded the volume-weighted average share price (“VWAP”) of the Company’s common stock and conversion of the underlying February 2018 Notes is not assumed, therefore no stock would be issuable upon conversion; however, these securities could be dilutive in future periods. The purchased call options, issued in February 2014, will always be anti-dilutive; therefore 13.8 million , 13.8 million and 26.9 million shares were excluded from the Company’s calculation of net income per diluted share for the years ended December 31, 2017 , 2016 and 2015 (see Note 14). December 2021 Notes Capped Call Potential Dilution In November 2016, the Company issued $150.0 million in aggregate principal of 2.75% Convertible Senior Notes due December 1, 2021 (the “December 2021 Notes”), which provide in certain situations for the conversion of the outstanding principal amount of the December 2021 Notes into shares of the Company’s common stock at a predefined conversion rate. See Note 14, “Convertible Notes and Term Loans”, for additional information on the conversion rates on the Company’s convertible debt. In conjunction with the issuance of the December 2021 Notes, the Company entered into capped call transaction, with certain counterparties. The capped call transaction is expected generally to reduce the potential dilution, and/or offset, to an extent, the cash payments the Company may choose to make in excess of the principal amount, upon conversion of the December 2021 Notes. The Company has excluded the capped call transaction from the diluted EPS computation as such securities would have an antidilutive effect and those securities should be considered separately rather than in the aggregate in determining whether their effect on diluted EPS would be dilutive or antidilutive. For additional information regarding the capped call transaction related to the Company’s December 2021 Notes; see Note 14. Anti-Dilutive Effect of Stock Options and Restricted Stock Awards For the years ended December 31, 2017 , 2016 and 2015 , the Company excluded approximately 502,000 , zero and 41,000 shares underlying outstanding stock options, respectively, calculated on a weighted-average basis, from the Company’s net income per diluted share calculations because their effect was anti-dilutive. For the years ended December 31, 2017 , 2016 and 2015 , the Company excluded approximately 1,830,000 , 1,107,000 , and 450,000 shares, respectively, underlying restricted stock awards, calculated on a weighted-average basis, from the Company’s net income per diluted share calculations because their effect was anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The fair value of the Company’s financial instruments are estimates of the amounts that would be received if the Company were to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date or exit price. The assets and liabilities are categorized and disclosed in one of the following three categories: Level 1 - based on quoted market prices in active markets for identical assets and liabilities; Level 2 - based on quoted market prices for similar assets and liabilities, using observable market-based inputs or unobservable market-based inputs corroborated by market data; and Level 3 - based on unobservable inputs using management’s best estimate and assumptions when inputs are unavailable. The following table presents the fair value of the Company’s financial instruments measured at fair value on a recurring basis by level within the valuation hierarchy: December 31, 2017 December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 417,563 $ — $ — $ 417,563 $ 4 $ — $ — $ 4 Certificates of deposit — — — — — 75,000 — 75,000 Corporate securities 4,848 — — 4,848 — — — — Commercial paper — — — — — 19,987 — 19,987 Warrants — 29 — 29 — 78 — 78 Royalty rights - at fair value — — 349,223 349,223 — — 402,318 402,318 Total $ 422,411 $ 29 $ 349,223 $ 771,663 $ 4 $ 95,065 $ 402,318 $ 497,387 Financial liabilities: Anniversary payment $ — $ — $ — $ — $ — $ — $ 88,001 $ 88,001 Contingent consideration — — 42,000 42,000 — — 42,650 42,650 Total $ — $ — $ 42,000 $ 42,000 $ — $ — $ 130,651 $ 130,651 As of December 31, 2016, the Company held $75.0 million in a short-term certificate of deposit, which was designated as cash collateral for the letter of credit issued with respect to the anniversary payment under the Noden Purchase Agreement (as defined in Note 21 below). On July 3, 2017, the anniversary payment of $89.0 million was paid pursuant to the Noden Purchase Agreement and on July 31, 2017, the certificate of deposit matured. There have been no transfers between levels during the years ended December 31, 2017 and 2016 . The Company recognizes transfers between levels on the date of the event or change in circumstances that caused the transfer. Certificates of Deposit The fair value of the certificates of deposit was determined using quoted market prices for similar instruments and non-binding market prices that were corroborated by observable market data. Corporate Securities Corporate securities consist primarily of U.S. corporate equity holdings. The fair value of corporate securities is estimated using market quoted prices. Commercial Paper Commercial paper securities consisted primarily of U.S. corporate debt holdings. The fair value of commercial paper securities was estimated using recently executed transactions or market quoted prices, where observable. Independent pricing sources were also used for valuation. Warrants Warrants consist primarily of purchased call options to buy U.S. corporate equity holdings and derivative assets acquired as part of note receivable investments. The fair value of the warrants is estimated using recently quoted market prices or estimated fair value of the underlying equity security and the Black-Scholes option pricing model. Royalty Rights - At Fair Value Depomed Royalty Agreement On October 18, 2013, the Company entered into the Royalty Purchase and Sale Agreement (the “Depomed Royalty Agreement”) with Depomed, whereby the Company acquired the rights to receive royalties and milestones payable on sales of Type 2 diabetes products licensed by Depomed in exchange for a $240.5 million cash payment. Total consideration was $241.3 million , which was comprised of the $240.5 million cash payment to Depomed and $0.8 million in transaction costs. The rights acquired include Depomed’s royalty and milestone payments accruing from and after October 1, 2013: (a) from Santarus, Inc. (“Santarus”) (which was subsequently acquired by Salix Pharmaceuticals, Inc. (“Salix”), which itself was acquired by Valeant Pharmaceuticals International, Inc. (“Valeant”) with respect to sales of Glumetza (metformin HCL extended-release tablets) in the United States; (b) from Merck & Co., Inc. with respect to sales of Janumet ® XR (sitagliptin and metformin HCL extended-release tablets); (c) from Janssen Pharmaceutica N.V. with respect to potential future development milestones and sales of its recently approved fixed-dose combination of Invokana ® (canagliflozin) and extended-release metformin tablets, marketed as Invokamet XR ® ; (d) from Boehringer Ingelheim with respect to potential future development milestones and sales of the investigational fixed-dose combinations of drugs and extended-release metformin subject to Depomed’s license agreement with Boehringer Ingelheim, including its recently approved products, Jentadueto XR ® and Synjardy XR ® ; and (e) from LG Life Sciences and Valeant for sales of extended-release metformin tablets in Korea and Canada, respectively. Under the terms of the Depomed Royalty Agreement, the Company receives all royalty and milestone payments due under license agreements between Depomed and its licensees until the Company has received payments equal to two times the cash payment it made to Depomed, after which all net payments received by Depomed will be shared evenly between the Company and Depomed. The Depomed Royalty Agreement terminates on the third anniversary following the date upon which the later of the following occurs: (a) October 25, 2021, or (b) at such time as no royalty payments remain payable under any license agreement and each of the license agreements has expired by its terms. As of December 31, 2017 and 2016, the Company determined that its royalty purchase interest in Depo DR Sub, LLC represented a variable interest in a variable interest entity. However, the Company does not have the power to direct the activities of Depo DR Sub that most significantly impact Depo DR Sub, LLC’s economic performance and is not the primary beneficiary of Depo DR Sub, LLC; therefore, Depo DR Sub, LLC is not subject to consolidation by the Company. The financial asset acquired represents a single unit of accounting. The fair value of the financial asset acquired was determined by using a discounted cash flow analysis related to the expected future cash flows to be generated by each licensed product. This financial asset is classified as a Level 3 asset within the fair value hierarchy, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future commercialization for products not yet approved by regulatory agencies outside of the United States. The discounted cash flows are based upon expected royalties from sales of licensed products over a nine-year period. The discount rates utilized range from 10% to 24%. Significant judgment is required in selecting appropriate discount rates. At December 31, 2017, an evaluation was performed to assess those rates and general market conditions potentially affecting the fair market value of the financial asset. Should these discount rates increase or decrease by 2.5%, the fair value of the asset could decrease by $14.1 million or increase by $16.2 million, respectively. A third-party expert was engaged to assist management develop its original estimate of the expected future cash flows. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from those estimates. The Company periodically assesses the expected future cash flows and to the extent such payments are greater or less than its initial estimates, or the timing of such payments is materially different than the original estimates, the Company will adjust the estimated fair value of the asset. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $5.8 million or decrease by $5.8 million, respectively. When the Company acquired the Depomed royalty rights, Glumetza was marketed by Santarus. In January 2014, Salix acquired Santarus and assumed responsibility for commercializing Glumetza, which was generally perceived to be a positive development because of Salix’s larger sales force and track record in the successful commercialization of therapies. In late 2014, Salix made a number of disclosures relating to an excess of supply at the distribution level of Glumetza and other drugs that it commercialized and the practices leading to this excess of supply which were under review by Salix’s audit committee in relation to the related accounting practices. Because of these disclosures and the Company’s lack of direct access to information as to the levels of inventory of Glumetza in the distribution channels, the Company commenced a review of all public statements by Salix, publicly available historical third-party prescription data, analyst reports and other relevant data sources. The Company also engaged a third-party expert to specifically assess estimated inventory levels of Glumetza in the distribution channel and to ascertain the potential effects those inventory levels may have on expected future cash flows. Salix was acquired by Valeant in early April 2015. In mid-2015, Valeant implemented two price increases on Glumetza. At year-end 2015, a third-party expert was engaged by the Company to assess the impact of the Glumetza price adjustments and near-term market entrance of generic equivalents to the expected future cash flows. Based on the analysis performed, management revised the underlying assumptions used in the discounted cash flow analysis at year-end 2015. In February and August of 2016, a total of three generic equivalents to Glumetza were approved to enter the market. In February 2016, Lupin Pharmaceuticals, Inc. and in August 2017, Teva Pharmaceutical Industries Ltd., launched a generic equivalent approved product. To date, the third generic equivalent to Glumetza has not launched. In May 2017, the Company received notification that a subsidiary of Valeant had launched an authorized generic equivalent product in February 2017, and the Company received royalties on such authorized generic equivalent product under the same terms as the branded Glumetza product, retroactive to February 2017. At December 31, 2017, management re-evaluated, with assistance of a third-party expert, the market share data, the gross-to-net revenue adjustment assumptions and Glumetza demand data, including the delay in launch of additional generic equivalent products and the entry of an authorized generic product by Valeant. These data and assumptions are based on available but limited information. At December 31, 2017, management updated the expected future cash flows based on the current period demand and supply data of Glumetza and the authorized generic equivalent product launched by Valeant. As of December 31, 2017, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date, including future cash flows for the authorized generic equivalent product. The Company continues to monitor whether the generic competition further affects sales of Glumetza and thus royalties on such sales paid to the Company, and the impact of the launched authorized generic equivalent. Due to the uncertainty around Valeant’s marketing and pricing strategy, as well as the recent generic competition and limited historical demand data after generic market entrance, the Company may need to further evaluate future cash flows in the event of more rapid reduction or increase in market share of Glumetza and its authorized generic equivalent product and/or a further erosion in net pricing. In February 2016, at the Company’s request and pursuant to the Depomed Royalty Agreement, Depomed exercised its audit right with respect to Glumetza royalties. The independent auditor engaged to perform the royalty audit completed it in July 2017, and based upon the results of the audit, Depomed, on behalf of the Company, filed a lawsuit on September 7, 2017, against Valeant and one of its subsidiaries, claiming damages for unpaid royalties, fees and interest. Valeant, Depomed and the Company entered into a settlement agreement on October 27, 2017 whereby the parties agreed to dismiss the litigation, with prejudice, and Valeant agreed to pay to Depomed $13.0 million . The full amount of the settlement payment was transferred to the Company under the terms of the Depomed Royalty Agreement in November of 2017. On May 31, 2016, the Company obtained a notification indicating that the U.S. Food and Drug Administration (“FDA”) approved Jentadueto XR for use in patients with Type 2 diabetes. In June 2016, the Company received a $6.0 million FDA approval milestone pursuant to the terms of the Depomed Royalty Agreement. The product approval was earlier than initially expected. Based on the FDA approval and anticipated timing of the product launch, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at June 30, 2016. At year-end 2017, management re-evaluated, with assistance of a third-party expert, the cash flow assumptions for Jentadueto XR and revised the discounted cash flow model. As of December 31, 2017, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date. On September 21, 2016, the Company obtained a notification indicating that the FDA approved Invokamet XR for use in patients with Type 2 diabetes. The product approval triggered a $5.0 million approval milestone payment to the Company pursuant to the terms of the Depomed Royalty Agreement. Based on the FDA approval and timing of the product launch, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at December 31, 2017. On December 13, 2016, the Company obtained a notification indicating that the FDA approved Synjardy XR for use in patients with Type 2 diabetes. The product approval triggered a $6.0 million approval milestone payment to the Company pursuant to the terms of the Depomed Royalty Agreement. Based on the FDA approval and the April 2017 launch of Synjardy XR by Boehringer Ingelheim, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at December 31, 2017. As of December 31, 2017, the fair value of the asset acquired as reported in the Company’s Consolidated Balance Sheet was $232.0 million and the maximum loss exposure was $232.0 million . Viscogliosi Brothers Royalty Agreement On June 26, 2014, the Company entered into a Royalty Purchase and Sale Agreement (the “VB Royalty Agreement”) with VB, whereby VB conveyed to the Company the right to receive royalties payable on sales of a spinal implant that has received pre-market approval from the FDA, in exchange for a $15.5 million cash payment, less fees. The royalty rights acquired includes royalties accruing from and after April 1, 2014. Under the terms of the VB Royalty Agreement, the Company receives all royalty payments due to VB pursuant to certain technology transfer agreements between VB and Paradigm Spine until the Company has received payments equal to 2.3 times the cash payment made to VB, after which all rights to receive royalties will be returned to VB. VB may repurchase the royalty right at any time on or before June 26, 2018, for a specified amount. The chief executive officer of Paradigm Spine is one of the owners of VB. The Paradigm Spine Credit Agreement and the VB Royalty Agreement were negotiated separately. The fair value of the royalty right at December 31, 2017, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over a ten-year period. The discount rate utilized was 15.0% . Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $1.4 million or increase by $1.7 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $0.4 million or decrease by $0.4 million, respectively. A third-party expert was engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. The fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. At each reporting period, an evaluation is performed to assess those estimates, discount rates utilized and general market conditions affecting fair market value. As of December 31, 2017, the fair value of the asset acquired as reported in the Company’s Consolidated Balance Sheet was $14.4 million and the maximum loss exposure was $14.4 million . University of Michigan Royalty Agreement On November 6, 2014, the Company acquired a portion of all royalty payments of the U-M worldwide royalty interest in Cerdelga (eliglustat) for $65.6 million pursuant to the Royalty Purchase and Sale Agreement with U-M (the “U-M Royalty Agreement”). Under the terms of the U-M Royalty Agreement, the Company receives 75% of all royalty payments due under U-M’s license agreement with Genzyme Corporation, a Sanofi company (“Genzyme”) until expiration of the licensed patents, excluding any patent term extension. Cerdelga, an oral therapy for adult patients with Gaucher disease type 1, was developed by Genzyme. Cerdelga was approved in the United States in August 2014, in the European Union in January 2015, and in Japan in March 2015. In addition, marketing applications for Cerdelga are under review by other regulatory authorities. While marketing applications have been approved in the United States, the European Union and Japan, national pricing and reimbursement decisions are delayed in some countries. At December 31, 2017, a third party expert was engaged by the Company to assess the impact of the delayed pricing and reimbursement decisions to Cerdelga’s expected future cash flows. Based on the analysis performed, management revised the underlying assumptions used in the discounted cash flow analysis at December 31, 2017. The fair value of the royalty right at December 31, 2017, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over a four-year period. The discount rate utilized was approximately 12.8% . Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $1.4 million or increase by $1.6 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $0.7 million or decrease by $0.7 million, respectively. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. The fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. An evaluation of those estimates, discount rates utilized and general market conditions affecting fair market value is performed in each reporting period. As of December 31, 2017, the fair value of the asset acquired as reported in the Company’s Consolidated Balance Sheet was $26.8 million and the maximum loss exposure was $26.8 million . ARIAD Royalty Agreement On July 28, 2015, the Company entered into the revenue interest assignment agreement (the “ARIAD Royalty Agreement”) with ARIAD, whereby the Company acquired the rights to receive royalties from ARIAD’s net revenues generated by the sale, distribution or other use of Iclusig ® (ponatinib), a cancer medicine for the treatment of adult patients with chronic myeloid leukemia, in exchange for up to $200.0 million in cash payments. The purchase price of $100.0 million was payable in two tranches of $50.0 million each, with the first tranche having been funded on July 28, 2015 and the second tranche having been funded on July 28, 2016. Upon the occurrence of certain events, including a change of control of ARIAD, the Company had the right to require ARIAD to repurchase the royalty rights for a specified amount. The Company elected the fair value option to account for the hybrid instrument in its entirety. Any embedded derivative shall not be separated from the host contract. The asset acquired pursuant to the ARIAD Royalty Agreement represents a single unit of accounting. In February 2017, Takeda Pharmaceutical Company Limited (“Takeda”) acquired ARIAD and the Company exercised its put option on the same day, which resulted in an obligation by Takeda to pay the Company a 1.2x multiple of the $100.0 million funded by the Company under the ARIAD Royalty Agreement, less royalty payments already received by the Company. On March 30, 2017, Takeda fulfilled its obligations under the put option and paid the Company the repurchase price of $108.2 million for the royalty rights under the ARIAD Royalty Agreement. AcelRx Royalty Agreement On September 18, 2015, the Company entered into a royalty interest assignment agreement (the “AcelRx Royalty Agreement”) with ARPI LLC, a wholly owned subsidiary of AcelRx, whereby the Company acquired the rights to receive a portion of the royalties and certain milestone payments on sales of Zalviso ® (sufentanil sublingual tablet system) in the European Union, Switzerland and Australia by AcelRx’s commercial partner, Grünenthal, in exchange for a $65.0 million cash payment. Under the terms of the AcelRx Royalty Agreement, the Company will receive 75% of all royalty payments and 80% of the first four commercial milestone payments due under AcelRx’s license agreement with Grünenthal until the earlier to occur of (i) receipt by the Company of payments equal to three times the cash payments made to AcelRx and (ii) the expiration of the licensed patents. Zalviso received marketing approval by the European Commission in September 2015. Grünenthal launched Zalviso in the second quarter of 2016 and the Company started to receive royalties in the third quarter of 2016. As of December 31, 2017 and 2016, the Company determined that its royalty rights under the AcelRx Royalty Agreement represented a variable interest in a variable interest entity. However, the Company does not have the power to direct the activities of ARPI LLC that most significantly impact ARPI LLC’s economic performance and is not the primary beneficiary of ARPI LLC; therefore, ARPI LLC is not subject to consolidation by the Company. The fair value of the royalty right at December 31, 2017, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over a fourteen-year period. The discount rate utilized was approximately 13.4% . Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $9.9 million or increase by $12.2 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $1.8 million or decrease by $1.8 million, respectively. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. The fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. At year-end 2017, management performed an evaluation of those estimates, discount rates utilized and general market conditions affecting fair market value. Based on the number of treated patients to date, management adjusted the timing of the expected future cash flows used in the discounted cash flow model at December 31, 2017. As of December 31, 2017, the fair value of the asset acquired as reported in the Company’s Consolidated Balance Sheet was $72.9 million and the maximum loss exposure was $72.9 million . Kybella Royalty Agreement On July 8, 2016, the Company entered into a royalty purchase and sales agreement with an individual, whereby the Company acquired that individual’s rights to receive certain royalties on sales of KYBELLA ® by Allergan plc in exchange for a $9.5 million cash payment and up to $1.0 million in future milestone payments based upon product sales targets. The Company started to receive royalty payments during the third quarter of 2016. The fair value of the royalty right at December 31, 2017, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of a licensed product over an eight-year period. The discount rate utilized was approximately 14.4% . Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $0.2 million or increase by $0.3 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $69,000 or decrease by $69,000, respectively. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. The fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. At each reporting period, an evaluation of those estimates, discount rates utilized and general market conditions affecting fair market value is performed in each reporting period. Management re-evaluated the cash flow projections during the current period, concluding that lower demand data resulted in a reduction of expected future cash flows, which warranted a revision of the assumptions used in the discounted cash flow model at December 31, 2017. As of December 31, 2017, the fair value of the asset acquired as reported in the Company’s Consolidated Balance Sheet was $2.7 million and the maximum loss exposure was $2.7 million . The following tables summarize the changes in Level 3 assets and the gains and losses included in earnings for the year ended December 31, 2017 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets (in thousands) Royalty Rights - At Fair Value Fair value as of December 31, 2016 $ 402,318 Financial instruments settled (108,169 ) Total net change in fair value for the period Change in fair value of royalty rights - at fair value $ 162,327 Proceeds from royalty rights - at fair value $ (107,253 ) Total net change in fair value for the period 55,074 Fair value as of December 31, 2017 $ 349,223 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets Fair Value as of Change of Royalty Rights - Fair Value as of (in thousands) December 31, 2016 Ownership Change in Fair Value December 31, 2017 Depomed $ 164,070 $ — $ 67,968 $ 232,038 VB 14,997 — (617 ) 14,380 U-M 35,386 — (8,617 ) 26,769 ARIAD 108,631 (108,169 ) (462 ) — AcelRx 67,483 — 5,411 72,894 Avinger 1,638 — (1,242 ) 396 KYBELLA 10,113 — (7,367 ) 2,746 $ 402,318 $ (108,169 ) $ 55,074 $ 349,223 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities (in thousands) Anniversary Payment Contingent Consideration Fair value as of December 31, 2016 $ (88,001 ) $ (42,650 ) Total net change in fair value for the period (999 ) 650 Settlement of financial instrument 89,000 — Fair value as of December 31, 2017 $ — $ (42,000 ) The fair value of the contingent consideration was determined using an income approach derived from the Noden Products (as defined in Note 21 below) revenue estimates and a probability assessment with respect to the likelihood of achieving (a) the level of net sales or (b) generic product launch that would trigger the milestone payments. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. The fair value of the contingent consideration is remeasured each reporting period, with changes in fair value recorded in the Consolidated Statements of Income. The change in fair value of the contingent consideration during the year ending December 31, 2017 is due primarily to the passage of time and a reduction in probability to achieve the generic milestone payments as determined during the current period. Gains and losses from changes in Level 3 assets included in earnings for each period are presented in “Royalty rights - change in fair value” and gains and losses from changes in Level 3 liabilities included in earnings for each period are presented in “Change in fair value of anniversary payment and contingent consideration” as follows: Year Ended December 31, (in thousands) 2017 2016 Total change in fair value for the period included in earnings for royalty right assets held at the end of the reporting period $ 162,327 $ 16,196 Total change in fair value for the period included in earnings for liabilities held at the end of the reporting period $ (349 ) $ 3,716 The following tables present the fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy: December 31, 2017 December 31, 2016 (in thousands) Carrying Value Fair Value Level 2 Fair Value Level 3 Carrying Value Fair Value Level 2 Fair Value Level 3 Assets: Wellstat Diagnostics note receivable $ 50,191 $ — $ 51,308 $ 50,191 $ — $ 52,260 Hyperion note receivable 1,200 — 1,200 1,200 — 1,200 LENSAR note receivable (1) — — — 43,909 — 43,900 Direct Flow Medical note receivable (2) — — — 10,000 — 10,000 kaléo note receivable (3) — — — 146,685 — 142,539 CareView note receivable 19,346 — 18,750 18,965 — 19,200 Total $ 70,737 $ — $ 71,258 $ 270,950 $ — $ 269,099 Liabilities: February 2018 Notes $ 126,066 $ 126,131 $ — $ 121,595 $ 123,918 $ — December 2021 Notes 117,415 148,028 — 110,848 122,063 — Total $ 243,481 $ 274,159 $ — $ 232,443 $ 245,981 $ — __________________ (1) As a result of the Company receiving 100% of LENSAR’s equity interests in exchange for the cancellation of the Company’s claims as a secured creditor in the Chapter 11 case (as defined in Note 21 of these consolidated financial statements), LENSAR became a wholly-owned subsidiary of the Company on May 11, 2017. For further discussion of the LENSAR transaction and the Chapter 11 case, see Note 21. (2) As a result of the foreclosure proceedings, the Company obtained ownership of most of the Direct Flow Medical assets through the Company’s wholly-owned subsidiary, DFM, LLC. Those assets are held for sale and carried at the lower of carrying amount or fair value, less estimated selling cost, as of December 31, 2017. For further discussion on this topic, see Note 8. (3) On September 21, 2017, the Company entered into a note purchase agreement whereby it sold to a third party the kaléo, Inc. note receivable for an aggregate cash purchase price of $141.7 million , subject to an 18-months escrow hold back of $1.4 million against certain potential contingencies. As of December 31, 2017 and 2016, the estimated fair values of the Hyperion Cataly |
Cash Equivalents and Investment
Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Investments | 5. Cash, Cash Equivalents and Short-term Investments As of December 31, 2017 , the Company had invested its excess cash balances primarily in money market funds and corporate equity securities, and as of December 31, 2016, the Company had invested its excess cash balances primarily in money market funds and commercial paper. The Company’s securities are classified as available-for-sale and are carried at estimated fair value, with unrealized gains and losses reported in “Accumulated other comprehensive income” in stockholders’ equity, net of estimated taxes (for fair value information, see Note 4). The cost of securities sold is based on the specific identification method. To date, the Company has not experienced credit losses on investments in these instruments, and it does not require collateral for its investment activities. The following tables summarize the Company’s cash and available-for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash and cash equivalents, or short-term investments as of December 31, 2017 and 2016 : Reported as: Summary of Cash and Available-For-Sale Securities (in thousands) Adjusted Cost Unrealized Gains Fair Value Cash and Cash Equivalents Short-Term Investments December 31, 2017 Cash $ 109,703 $ — $ 109,703 $ 109,703 $ — Money market funds 417,563 — 417,563 417,563 — Corporate securities 3,353 1,495 4,848 — 4,848 Total $ 530,619 $ 1,495 $ 532,114 $ 527,266 $ 4,848 December 31, 2016 Cash $ 147,150 $ — $ 147,150 $ 147,150 $ — Money market funds 4 — 4 4 — Commercial paper 19,987 — 19,987 — 19,987 Total $ 167,141 $ — $ 167,141 $ 147,154 $ 19,987 The Company recognized approximately zero and $882,000 , respectively, of gains on sales of available-for-sale securities in the years ended December 31, 2017 and 2016 . The unrealized gain on investments included in “Other comprehensive income (loss), net of tax,” was approximately $1.2 million and zero as of December 31, 2017 and 2016 , respectively. |
Foreign Currency Hedging
Foreign Currency Hedging | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign Currency Hedging | . Foreign Currency Hedging The Company designates the foreign currency exchange contracts used to hedge its royalty revenues based on underlying Euro-denominated sales as cash flow hedges. Euro forward contracts are presented on a net basis on the Company’s Consolidated Balance Sheets as it has entered into a netting arrangement with the counterparty. As of December 31, 2015, all outstanding Euro forward contracts were classified as cash flow hedges and settled during the first quarter of 2016. There were no Euro forward contracts outstanding as of December 31, 2017 . The effect of the Company’s derivative instruments in its Consolidated Statements of Income and its Consolidated Statements of Comprehensive Income were as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Net gain (loss) recognized in OCI, net of tax (1) $ — $ — $ 4,626 Gain (loss) reclassified from accumulated OCI into “Queen et al. royalty revenue,” net of tax (2) $ — $ 1,821 $ 5,390 _________________________ (1) Net change in the fair value of the effective portion of cash flow hedges classified in Other Comprehensive Income (“OCI”) (2) Effective portion classified as royalty revenue |
Notes Receivable and Other Long
Notes Receivable and Other Long-term Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Notes and Other Long-term Receivables | Notes and Other Long-Term Receivables Notes and other long-term receivables included the following significant agreements: Wellstat Diagnostics Note Receivable and Credit Agreement and Related Litigation On November 2, 2012, the Company and Wellstat Diagnostics entered into a $40.0 million credit agreement pursuant to which the Company was to accrue quarterly interest payments at the rate of 5% per annum (payable in cash or in kind). In addition, the Company was to receive quarterly royalty payments based on a low double-digit royalty rate of Wellstat Diagnostics’ net revenues, generated by the sale, distribution or other use of Wellstat Diagnostics’ products, if any, commencing upon the commercialization of its products. A portion of the proceeds of the $40.0 million credit agreement were used to repay certain notes receivable which Wellstat Diagnostics entered into in March 2012. In January 2013, the Company was informed that, as of December 31, 2012, Wellstat Diagnostics had used funds contrary to the terms of the credit agreement and breached Sections 2.1.2 and 7 of the credit agreement. The Company sent Wellstat Diagnostics a notice of default on January 22, 2013, and accelerated the amounts owed under the credit agreement. In connection with the notice of default, the Company exercised one of its available remedies and transferred approximately $8.1 million of available cash from a bank account of Wellstat Diagnostics to the Company and applied the funds to amounts due under the credit agreement. On February 28, 2013, the parties entered into a forbearance agreement whereby the Company agreed to refrain from exercising additional remedies for 120 days . During such forbearance period, the Company provided approximately $1.3 million to Wellstat Diagnostics to fund ongoing operations of the business. During the year ended December 31, 2013, approximately $8.7 million was advanced pursuant to the forbearance agreement. On August 15, 2013, the Company entered into an amended and restated credit agreement with Wellstat Diagnostics. The Company determined that the new agreement should be accounted for as a modification of the existing agreement. Except as otherwise described herein, the material terms of the amended and restated credit agreement are substantially the same as those of the original credit agreement, including quarterly interest payments at the rate of 5% per annum (payable in cash or in kind). In addition, the Company was to continue to receive quarterly royalty payments based on a low double-digit royalty rate of Wellstat Diagnostics’ net revenues. However, pursuant to the amended and restated credit agreement: (i) the principal amount was reset to approximately $44.1 million , which was comprised of approximately $33.7 million original loan principal and interest, $1.3 million term loan principal and interest and $9.1 million forbearance principal and interest; (ii) the specified internal rates of return increased; (iii) the default interest rate was increased; (iv) Wellstat Diagnostics’ obligation to provide certain financial information increased in frequency to monthly; (v) internal financial controls were strengthened by requiring Wellstat Diagnostics to maintain an independent, third-party financial professional with control over fund disbursements; (vi) the Company waived the existing events of default; and (vii) the owners and affiliates of Wellstat Diagnostics were required to contribute additional capital to Wellstat Diagnostics upon the sale of an affiliate entity. The amended and restated credit agreement had an ultimate maturity date of December 31, 2021 (but has subsequently been accelerated as described below). In June 2014, the Company received information from Wellstat Diagnostics showing that it was generally unable to pay its debts as they became due, constituting an event of default under the amended and restated credit agreement. On August 5, 2014, the Company delivered a notice of default (the “Wellstat Diagnostics Borrower Notice”) to Wellstat Diagnostics, which accelerated all obligations under the amended and restated credit agreement and demanded immediate payment in full in an amount equal to approximately $53.9 million , (which amount, in accordance with the terms of the amended and restated credit agreement, included an amount that, together with interest and royalty payments already made to the Company, would generate a specified internal rate of return to the Company), plus accruing fees, costs and interest, and demanded that Wellstat Diagnostics protect and preserve all collateral securing its obligations. On August 7, 2014, the Company delivered a notice (the “Wellstat Diagnostics Guarantor Notice”) to each of the guarantors of Wellstat Diagnostics’ obligations to the Company (collectively, the “Wellstat Diagnostics Guarantors”) under the credit agreement, which included a demand that the guarantors remit payment to the Company in the amount of the outstanding obligations. The guarantors include certain affiliates and related companies of Wellstat Diagnostics, including Wellstat Therapeutics and Wellstat Diagnostics’ stockholders. On September 24, 2014, the Company filed an ex-parte petition for appointment of receiver with the Circuit Court of Montgomery County, Maryland (the “Wellstat Diagnostics Petition”), which was granted on the same day. Wellstat Diagnostics remained in operation during the period of the receivership with incremental additional funding from the Company. On May 24, 2017, Wellstat Diagnostics transferred substantially all of its assets to the Company pursuant to a credit bid. The credit bid reduced the outstanding balance of the loan by an immaterial amount. On September 4, 2015, the Company filed in the Supreme Court of New York a motion for summary judgment in lieu of complaint which requested that the court enter judgment against certain of the Wellstat Diagnostics Guarantors for the total amount due on the Wellstat Diagnostics debt, plus all costs and expenses including lawyers’ fees incurred by the Company in enforcement of the related guarantees. On September 23, 2015, the Company filed in the same court an ex parte application for a temporary restraining order and order of attachment of the Wellstat Diagnostics Guarantor defendants’ assets. Although the court denied the Company’s request for a temporary restraining order at a hearing on September 24, 2015, it ordered that assets of the Wellstat Diagnostics Guarantor defendants should be held in status quo ante and only used in the normal course of business pending the outcome of the matters under consideration at the hearing. On July 29, 2016, the Supreme Court of New York granted the Company’s motion for summary judgment and held that the Wellstat Diagnostics Guarantor defendants are liable for all “Obligations” owed by Wellstat Diagnostics to the Company. After appeal by the Wellstat Diagnostics Guarantor defendants on February 14, 2017, the Appellate Division of the Supreme Court of New York reversed on procedural grounds a portion of the Memorandum of Decision granting the Company summary judgment in lieu of complaint, but affirmed the portion of the Memorandum of Decision denying the Wellstat Diagnostics Guarantor defendants’ motion for summary judgment in which they sought a determination that the guarantees had been released. As a result, the litigation has been remanded to the Supreme Court of New York to proceed on the Company’s claims as a plenary action. On June 21, 2017, the Supreme Court of New York ordered the Company to file a Complaint, which was filed by the Company on July 20, 2017. The Wellstat Diagnostics Guarantors filed their answer on August 9, 2017, including counterclaims against the Company alleging breach of contract breach of fiduciary duty, and tortious interference with prospective economic advantage. This case is currently pending and in the pre-trial phase. On October 14, 2016, the Company sent a notice of default and reference to foreclosure proceedings to certain of the Wellstat Diagnostics Guarantors which are not defendants in the New York action, but which are owners of real estate assets over which a deed of trust in favor of the Company securing the guarantee of the loan to Wellstat Diagnostics had been executed. On March 2, 2017, the Company sent a second notice to foreclose on the real estate assets, and noticed the sale for March 29, 2017. The sale was taken off the calendar by the trustee under the deed of trust and has not been re-scheduled yet. On March 6, 2017, the Company sent a letter to the Wellstat Diagnostics Guarantors seeking information in preparation for a UCC Article 9 sale of some or all of the intellectual property-related collateral of the Wellstat Diagnostics Guarantors. The Wellstat Diagnostics Guarantors did not respond to the Company’s letter, but on March 17, 2017, filed an order to show cause with the New York Supreme Court to enjoin the Company’s sale of the real estate or enforcing its security interests in the Wellstat Diagnostics Guarantors’ intellectual property during the pendency of any action involving the guarantees at issue. In October 2017, the Company filed a motion with the New York Supreme Court requesting an attachment of a potential $55.8 million damages award, plus interest, entered against BTG International, Inc. in favor of Wellstat Therapeutics in Delaware Chancery Court on September 19, 2017. The New York Supreme Court has not yet considered the Company’s motion. On February 6, 2018, the NY Court issued an order from the bench which enjoins the Guarantors from selling, encumbering, removing, transferring or altering the collateral pending the outcome of the proceedings before it. The NY Court also issued an order precluding the Company from foreclosing on certain of the Guarantors’ collateral pending the outcome of the proceedings before it. On October 22, 2015, certain of the Wellstat Diagnostics Guarantors filed a separate complaint against the Company in the Supreme Court of New York seeking a declaratory judgment that certain contractual arrangements entered into between the parties subsequent to Wellstat Diagnostics’ default, and which relate to a split of proceeds in the event that the Wellstat Diagnostics Guarantors voluntarily monetize any assets that are the Company’s collateral, is of no force or effect. This case is currently pending and the Supreme Court has instructed the Parties to coordinate this case with the pending case filed by the Company against the Wellstat Diagnostics Guarantors’ discussed above with respect to pre-trial activities. Effective April 1, 2014, and as a result of the event of default, the Company determined the loan to be impaired and it ceased to accrue interest revenue. At that time and as of December 31, 2017, it has been determined that an allowance on the carrying value of the note was not necessary, as the Company believes the value of the collateral securing Wellstat Diagnostics’ obligations exceeds the carrying value of the asset and is sufficient to enable the Company to recover the current carrying value of $50.2 million . The Company continues to closely monitor the timing and expected recovery of amounts due, including litigation and other matters related to Wellstat Diagnostics Guarantors’ assets. There can be no assurance that an allowance on the carrying value of the notes receivable investment will not be necessary in a future period depending on future developments. Hyperion Agreement On January 27, 2012, the Company and Hyperion Catalysis International, Inc. (“Hyperion”) (which is also a Wellstat Diagnostics Guarantor) entered into an agreement whereby Hyperion sold to the Company the royalty streams due from SDK related to a certain patent license agreement between Hyperion and SDK dated December 31, 2008. The agreement assigned the patent license agreement royalty stream accruing from January 1, 2012 through December 31, 2013, to the Company in exchange for the lump sum payment to Hyperion of $2.3 million . In exchange for the lump sum payment, the Company was to receive two equal payments of $1.2 million on each of March 5, 2013 and 2014. The first payment of $1.2 million was paid on March 5, 2013, but Hyperion has not made the second payment that was due on March 5, 2014. Effective as of this date and as a result of the event of default, the Company ceased to accrue interest revenue. As of December 31, 2017, the estimated fair value of the collateral was determined to be in excess of the carrying value. There can be no assurance that this will be true in the event of the Company’s foreclosure on the collateral, nor can there be any assurance of realizing value from such collateral. Avinger Credit and Royalty Agreement Under the terms of the Avinger Credit and Royalty Agreement, the Company receives a low, single-digit royalty on Avinger’s net revenues until April 2018. Commencing in October 2015, after Avinger repaid $21.4 million pursuant to its note receivable prior to its maturity date, the royalty on Avinger’s net revenues reduced by 50% , subject to certain minimum payments from the prepayment date until April 2018. The Company has accounted for the royalty rights in accordance with the fair value option. LENSAR Credit Agreement On October 1, 2013, the Company entered into a credit agreement with LENSAR, pursuant to which the Company made available to LENSAR up to $60.0 million to be used by LENSAR in connection with the commercialization of its currently marketed LENSAR™ Laser System. Of the $60.0 million available to LENSAR, an initial $40.0 million , net of fees, was funded by the Company at the close of the transaction. The remaining $20.0 million was never funded. Outstanding borrowings under the loans bore interest at the rate of 15.5% per annum, payable quarterly in arrears. On May 12, 2015, the Company entered into a forbearance agreement with LENSAR, pursuant to which the Company agreed to refrain from exercising certain remedies available to it resulting from the failure of LENSAR to comply with a liquidity covenant and make interest payments due under the credit agreement. Under the forbearance agreement, the Company agreed to provide LENSAR with up to an aggregate of $8.5 million in weekly increments through the period ended September 30, 2015 plus employee retention amounts of approximately $0.5 million in the form of additional loans, subject to LENSAR meeting certain milestones related to LENSAR obtaining additional capital to fund the business or sell the business and repay outstanding amounts under the credit agreement. In exchange for the forbearance, LENSAR agreed to additional reporting covenants, the engagement of a chief restructuring officer and an increase on the interest rate to 18.5% , applicable to all outstanding amounts under the credit agreement. On September 30, 2015, the Company agreed to extend the forbearance agreement until October 9, 2015 and provide for up to an additional $0.8 million in funding while LENSAR negotiated a potential sale of its assets. On October 9, 2015, the forbearance agreement expired, but the Company agreed to fund LENSAR’s operations while LENSAR continued to negotiate a potential sale of its assets. On November 15, 2015, LENSAR, LLC (“LENSAR/Alphaeon”), a wholly owned subsidiary of Alphaeon Corporation (“Alphaeon”), and LENSAR entered into the Asset Purchase Agreement whereby LENSAR/Alphaeon agreed to acquire certain assets of LENSAR and assumed certain liabilities of LENSAR. The acquisition was consummated on December 15, 2015. In connection with the closing of the acquisition, LENSAR/Alphaeon entered into an amended and restated credit agreement with the Company, assuming $42.0 million in loans as part of the borrowings under the Company’s prior credit agreement with LENSAR. In addition, Alphaeon issued 1.7 million shares of its Class A common stock to the Company. The Company has estimated a fair value of $3.84 per share for the 1.7 million shares of Alphaeon Class A common stock received in connection with the transactions and recognized this investment as a cost-method investment of $6.6 million included in other long-term assets. The Alphaeon Class A common stock is subject to other-than-temporary impairment assessments in future periods. There is no other-than-temporary impairment charge incurred as of December 31, 2017. In December 2016, LENSAR, re-acquired the assets from LENSAR/Alphaeon and the Company entered into a second amended and restated credit agreement with LENSAR whereby LENSAR assumed all obligations under the amended and restated credit agreement with LENSAR/Alphaeon. Also in December, LENSAR filed for a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11 case”) with the support of the Company. In January 2017, the Company agreed to provide debtor-in-possession financing of up to $2.8 million in new advances to LENSAR so that it could continue to operate its business during the Chapter 11 case. LENSAR filed a Chapter 11 plan of reorganization with the Company’s support under which LENSAR would issue 100% of its equity interests to the Company in exchange for the cancellation of the Company’s claims as a secured creditor in the Chapter 11 case, other than with respect to the debtor-in-possession financing, and would thereby become an operating wholly-owned subsidiary of the Company. On April 26, 2017, the bankruptcy court approved the plan of reorganization. Pursuant to the plan of reorganization, LENSAR emerged from bankruptcy on May 11, 2017 as a wholly-owned subsidiary of the Company, and the Company started to consolidate LENSAR’s financial statements under the voting interest model beginning May 11, 2017. For additional information on LENSAR please refer to Note 11 under “Intangible Assets,” Note 21 under “Business Combinations” and Note 22 under “Segment Information.” Direct Flow Medical Credit Agreement On November 5, 2013, the Company entered into a credit agreement with Direct Flow Medical, Inc. (“Direct Flow Medical”) under which the Company agreed to provide up to $50.0 million to Direct Flow Medical. Of the $50.0 million available to Direct Flow Medical, an initial $35.0 million (tranche one), net of fees, was funded by the Company at the close of the transaction. On November 10, 2014, the Company and Direct Flow Medical agreed to an amendment to the credit agreement to permit Direct Flow Medical to borrow the $15.0 million second tranche upon receipt by Direct Flow Medical of a specified minimum amount of proceeds from an equity offering prior to December 31, 2014. In exchange, the parties amended the credit agreement to provide for additional fees associated with certain liquidity events, such as a change of control or the consummation of an initial public offering, and granted the Company certain board of director observation rights. On November 19, 2014, upon Direct Flow Medical satisfying the amended tranche two milestone, the Company funded the $15.0 million second tranche to Direct Flow Medical, net of fees. Outstanding borrowings under tranche one bore interest at the rate of 15.5% per annum, payable quarterly in arrears, until the occurrence of the second tranche. Upon occurrence of the borrowing of this second tranche, the interest rate applicable to all loans under the credit agreement was decreased to 13.5% per annum, payable quarterly in arrears. Under the terms of the credit agreement, Direct Flow Medical’s obligation to repay loan principal commenced on the twelfth interest payment date, September 30, 2016. The principal amount outstanding at commencement of repayment was required to be repaid in equal installments until final maturity of the loans. The loans were to mature on November 5, 2018. The obligations under the credit agreement were secured by a pledge of substantially all of the assets of Direct Flow Medical and any of its subsidiaries. On December 21, 2015, Direct Flow Medical and the Company entered into a waiver to the credit agreement in anticipation of Direct Flow Medical being unable to comply with the liquidity covenant and make interest payments due under the credit agreement, which was subsequently extended on January 14, 2016, and further delayed the timing of the interest payments through the period ending September 30, 2016 while Direct Flow Medical sought additional financing to operate its business. On January 28, 2016, the Company funded an additional $5.0 million to Direct Flow Medical in the form of a short-term secured promissory note. On February 26, 2016, the Company and Direct Flow Medical entered into the fourth amendment to the credit agreement that, among other things, (i) converted the $5.0 million short-term secured promissory note into a loan under the credit agreement with substantially the same interest and payment terms as the existing loans, (ii) added a conversion feature whereby the $5.0 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events and (iii) provided for a second $5.0 million convertible loan tranche commitment, to be funded at the option of the Company. The commitment for the second tranche was not funded and has since expired. In addition, (i) the Company agreed to waive the liquidity covenant and delay the timing of the unpaid interest payments until September 30, 2016 and (ii) Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock on the first day of each month for the duration of the waiver period at an exercise price of $0.01 per share. On July 15, 2016, the Company and Direct Flow Medical entered into the fifth amendment and limited waiver to the credit agreement. The Company funded an additional $1.5 million to Direct Flow Medical in the form of a note with substantially the same interest and payment terms as the existing loans and a conversion feature whereby the $1.5 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events. In addition, Direct Flow Medical agreed to issue to the Company warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share. On September 12, 2016, the Company and Direct Flow Medical entered into the sixth amendment and limited waiver to the credit agreement under which the Company funded an additional $1.5 million to Direct Flow Medical in the form of a note with substantially the same interest and payment terms as the existing loans. In addition, Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share. On September 30, 2016, the Company and Direct Flow Medical entered into a waiver to the credit agreement where the parties agreed, among other things, to (i) delay payment on all overdue interest payments until October 31, 2016, (ii) waive the initial principal repayment until October 31, 2016 and (iii) continue to waive the liquidity requirements until October 31, 2016. Further, Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share. On October 31, 2016, the Company agreed to extend the waivers described above until November 30, 2016 and on November 14, 2016, the Company advanced an additional $1.0 million loan while Direct Flow Medical continued to seek additional financing. On November 16, 2016, Direct Flow Medical advised the Company that its potential financing source had modified its proposal from an equity investment to a loan with a substantially smaller amount and under less favorable terms. Direct Flow Medical shut down its operations in December 2016 and in January 2017 made an assignment for the benefit of creditors. The Company then initiated foreclosure proceedings, resulting in the Company obtaining ownership of most of the Direct Flow Medical assets through the Company’s wholly-owned subsidiary, DFM, LLC. The assets are held for sale and carried at the lower of carrying amount or fair value, less estimated selling costs, which is primarily based on supporting data from market participant sources, and valid offers from third parties. At December 31, 2016, the Company completed an impairment analysis and concluded that the situation qualified as a troubled debt restructuring and recognized an impairment loss of $51.1 million . In January 2017, the Company started to actively market the asset held for sale. On January 23, 2017, the Company and DFM, LLC entered into an Intellectual Property Assignment Agreement with Hong Kong Haisco Pharmaceutical Co., Limited (“Haisco”), a Chinese pharmaceutical company, whereby Haisco acquired former Direct Flow Medical clinical, regulatory and commercial information and intellectual property rights exclusively in China for $7.0 million . The Company, through DFM, LLC also sold Haisco certain manufacturing equipment for $450,000 and collected $692,000 on outstanding Direct Flow Medical accounts receivable during the year ended December 31, 2017. On January 6, 2018, the Company and HaisThera Advisors Co., Limited entered into a license agreement whereby the Company granted HaisThera Advisors Co., Limited an exclusive license to develop, manufacture and commercialize percutaneously implanting stentless aortic valve. The consideration for the license agreement was $500,000 upfront and up to $2.0 million in royalty payments. The Company is exploring alternatives to further monetize the remaining assets held for sale of Direct Flow Medical and has ascribed a carrying value of $1.8 million at December 31, 2017. Paradigm Spine Credit Agreement On February 14, 2014, the Company entered into the Credit Agreement (the “Paradigm Spine Credit Agreement”) with Paradigm Spine, LLC (“Paradigm Spine”), under which it made available to Paradigm Spine up to $75.0 million to be used by Paradigm Spine to refinance its existing credit facility and expand its domestic commercial operations. Of the $75.0 million available to Paradigm Spine, an initial $50.0 million , net of fees, was funded by the Company at the close of the transaction. The second and third tranches of up to an additional $25.0 million in the aggregate, net of fees, are no longer available under the terms of the Paradigm Spine Credit Agreement. On October 27, 2015, the Company and Paradigm Spine entered into an amendment to the Paradigm Spine Credit Agreement to provide additional term loan commitments of up to $7.0 million payable in two tranches, of which the first tranche of $4.0 million was drawn on the closing date of the amendment, net of fees. Paradigm Spine chose not to draw down the second tranche of $3.0 million and such tranche is no longer available. Borrowings under the credit agreement bore interest at the rate of 13.0% per annum, payable quarterly in arrears. On August 26, 2016, the Company received $57.5 million in connection with the prepayment of the loans under the Paradigm Spine Credit Agreement, which included a repayment of the full principal amount outstanding of $54.7 million , plus accrued interest and a prepayment fee. kaléo Note Purchase Agreement On April 1, 2014, the Company entered into a note purchase agreement with Accel 300, LLC (“Accel 300”), a wholly-owned subsidiary of kaléo, Inc. (“kaléo”), pursuant to which the Company acquired $150.0 million of secured notes due 2029 (the “kaléo Note”). The kaléo Note was issued pursuant to an indenture between Accel 300 and U.S. Bank, National Association, as trustee, and was secured by 20% of net sales of its first approved product, Auvi-Q ® (epinephrine auto-injection, USP) (known as Allerject ® in Canada) and 10% of net sales of kaléo’s second proprietary auto-injector based product, EVZIO (naloxone hydrochloride injection ) (the “kaléo Revenue Interests”), and a pledge of kaléo’s equity ownership in Accel 300. On September 21, 2017, the Company entered into an agreement (the “kaléo Note Sale Agreement”) with MAM-Kangaroo Lender, LLC, a Delaware limited liability company (the “kaléo Purchaser”), pursuant to which the Company sold its entire interest in the kaléo Note. Pursuant to the kaléo Note Sale Agreement, the kaléo Purchaser paid to the Company an amount equal to 100% of the then outstanding principal, a premium of 1% of such amount and accrued interest under the kaléo Note, for an aggregate cash purchase price of $141.7 million , subject to an 18-month escrow holdback of $1.4 million against certain potential contingencies. For a further discussion on this topic, see Note 13. CareView Credit Agreement On June 26, 2015, the Company entered into a credit agreement with CareView, under which the Company made available to CareView up to $40.0 million in two tranches of $20.0 million each. Under the terms of the credit agreement, the first tranche of $20.0 million , net of fees, was funded by the Company upon CareView’s attainment of a specified milestone relating to the placement of CareView Systems ® , on October 7, 2015. On October 7, 2015, the Company and CareView entered into an amendment of the credit agreement to modify certain definitions related to the first and second tranche milestones. The second $20.0 million tranche would be funded upon CareView’s attainment of specified milestones relating to the placement of CareView Systems and consolidated earnings before interest, taxes, depreciation and amortization, to be accomplished no later than June 30, 2017. Such milestones were not achieved, and there is no additional funding obligation due from the Company. Outstanding borrowings under the credit agreement will bear interest at the rate of 13.5% per annum and are payable quarterly in arrears. As part of the transaction, the Company received a warrant to purchase approximately 4.4 million shares of common stock of CareView at an exercise price of $0.45 per share. The Company has accounted for the warrant as derivative asset with an offsetting credit as debt discount. At each reporting period the warrant is marked to market for changes in fair value. In connection with the October 2015 amendment of the credit agreement, the Company and CareView also agreed to amend the warrant to purchase common stock agreement by reducing the warrant’s exercise price from $0.45 to $0.40 per share. At December 31, 2017, the Company determined an estimated fair value of the warrant to be less than $0.1 million . In February 2018, the Company entered into a modification agreement with CareView whereby the Company agreed, effective as of December 28, 2017, to modify the credit agreement before remedies could otherwise have become available to the Company under the credit agreement in relation to certain obligations of CareView that would potentially not be met, including the requirement to make principal payments. Under the modification agreement the Company agreed that (i) a lower liquidity covenant would be applicable and (ii) principal repayment would be delayed for a period of up to December 31, 2018. In exchange for agreeing to these modifications, among other things, the exercise price of the Company’s warrants to purchase 4.4 million shares of common stock of CareView was reduced and, subject to the occurrence of certain events, CareView agreed to grant the Company additional equity interests. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | . Property and Equipment The following table provides details of the property and equipment, net: December 31, (in thousands) 2017 2016 Leasehold improvements $ 321 $ 153 Manufacturing equipment 1,393 — Computer and office equipment 10,141 8,995 Furniture and fixtures 137 60 Equipment under lease 6,700 — Total 18,692 9,208 Less accumulated depreciation (11,474 ) (9,170 ) Construction in progress 4 — Property and equipment, net $ 7,222 $ 38 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following table provides details of the accrued liabilities - short-term: December 31, (in thousands) 2017 2016 Compensation $ 6,043 $ 3,131 Interest 2,451 2,554 Deferred revenue 9,741 — Refund to manufacturer 647 8,909 Accrued rebates, chargebacks and other revenue reserves 19,613 12,338 Dividend payable 79 21 Customer advances 3,198 — Legal 595 1,594 Other 3,514 2,028 Total $ 45,881 $ 30,575 The following table provides a summary of activity with respect to our sales allowances and accruals for the year ended December 31, 2017: (in thousands) Discount and Distribution Fees Government Rebates and Chargebacks Assistance and Other Discounts Product Return Total Balance at January 1, 2017: $ 2,475 $ 5,514 $ 2,580 $ 1,769 $ 12,338 Allowances for current period sales 8,952 19,541 8,934 3,691 41,118 Allowances for prior period sales — 253 — — 253 Credits/payments for current period sales (5,530 ) (10,823 ) (5,256 ) (1,145 ) (22,754 ) Credits/payments for prior period sales (2,475 ) (5,776 ) (2,080 ) (1,011 ) (11,342 ) Balance at December 31, 2017 $ 3,422 $ 8,709 $ 4,178 $ 3,304 $ 19,613 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company currently occupies a leased facility in Incline Village, Nevada, with a lease term through May 2020 , a leased facility in Dublin, Ireland, with a lease term through September 2025 with the option to terminate the lease in September 2021, and a leased facility in Orlando, Florida, with a lease term through July 2021. The Company also leases certain office equipment under operating leases. Rental expense under these arrangements totaled $0.8 million , $0.3 million and $0.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Future minimum operating lease payments for the years ended December 31, were as follows (in thousands): Fiscal Years Amount 2018 $ 1,133 2019 1,140 2020 1,006 2021 565 2022 — Thereafter — Total $ 3,844 Lease Guarantee In connection with the spin-off by the Company of Facet Biotech Corporation (“Facet”) (the “Spin-Off”) the Company entered into amendments to the leases for the Company’s former facilities in Redwood City, California, under which Facet was added as a co-tenant, and a Co-Tenancy Agreement, under which Facet agreed to indemnify us for all matters related to the leases attributable to the period after the Spin-Off date. As of December 31, 2017, the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $45.1 million . In April 2010, Abbott Laboratories acquired Facet and later renamed the entity AbbVie Biotherapeutics, Inc. (“AbbVie”). If AbbVie were to default under its lease obligations, the Company could be held liable by the landlord as a co-tenant and, thus, the Company has in substance guaranteed the payments under the lease agreements for the Redwood City facilities. The Company prepared a discounted, probability weighted cash flow analysis to calculate the estimated fair value of the lease guarantee as of the Spin-Off. The Company was required to make assumptions regarding the probability of Facet’s default on the lease payment, the likelihood of a sublease being executed and the times at which these events could occur. These assumptions are based on information that the Company received from real estate brokers and the then-current economic conditions, as well as expectations of future economic conditions. The fair value of this lease guarantee was charged to additional paid-in capital upon the Spin-Off and any future adjustments to the carrying value of the obligation will also be recorded in additional paid-in capital. The Company has recorded a liability of $10.7 million on its Consolidated Balance Sheets as of December 31, 2017 and 2016, related to this guarantee. In future periods, the Company may adjust this liability for any changes in the ultimate outcome of this matter that are both probable and estimable. Irrevocable Letters of Credit On June 30, 2016, the Company purchased a $75.0 million certificate of deposit, which is designated as cash collateral for the $75.0 million letter of credit issued on July 1, 2016 with respect to the first anniversary payment under the Noden Purchase Agreement. In addition, the Company provided an irrevocable and unconditional guarantee to Novartis, to pay up to $14.0 million of the remaining amount of the first anniversary payment not covered by the letter of credit. The Company concluded that both guarantees are contingent obligations and shall be accounted for in accordance with ASC 450, Contingencies . Further, it was concluded that both guarantees do not meet the conditions to be accrued at June 30, 2016 and December 31, 2016. On July 3, 2017, the first anniversary payment of $89.0 million was paid pursuant to the Noden Purchase Agreement and the $14.0 million guarantee expired. On July 31, 2017, the $75.0 million certificate of deposit matured, and on August 1, 2017, the letter of credit terminated. Purchase Commitments In connection with the Noden Transaction, Noden entered into an unconditional purchase obligation with Novartis to acquire all local finished goods inventory in certain countries upon transfer of the applicable marketing authorization rights in such country. The purchase is payable within 60 days after the transfer of the marketing authorization rights. The agreement does not specify minimum quantities but details pricing terms. In addition, Noden and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden a finished form of the Noden Products and bulk drug form of the Noden Products for specified periods of time prior to the transfer of manufacturing responsibilities for the Noden Products to another manufacturer. The supply agreement commits the Noden to a minimum purchase obligation of approximately $74.2 million and $105.8 million over the next twelve and thirty-six months, respectively. The Company expects Noden to meet this requirement In June 2016, LENSAR and Coherent, Inc. entered into an Original Equipment Manufacturer agreement pursuant to which Coherent, Inc. will manufacture and supply to LENSAR Staccato Lasers by December 31, 2018. The supply agreement commits LENSAR to a minimum purchase obligation of approximately $1.3 million over the next three months. The Company expects LENSAR to meet this requirement. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible and Non-Recourse Notes | Convertible Notes and Term Loans Convertible Notes and Term Loan activity for the years ended December 31, 2017 and 2016: (in thousands) February 2018 Notes December 2021 Notes Term Loan Total Balance at December 31, 2015 $ 228,862 $ — $ 24,966 $ 253,828 Issuance and exchange — 150,000 — 150,000 Payment — — (25,000 ) (25,000 ) Repurchase (120,000 ) — — (120,000 ) Non-cash Discount — (3,204 ) — (3,204 ) Non-cash conversion feature — (36,653 ) — (36,653 ) Amortization 12,733 705 34 13,472 Balance at December 31, 2016 121,595 110,848 — 232,443 Amortization 4,471 6,567 — 11,038 Balance at December 31, 2017 $ 126,066 $ 117,415 $ — $ 243,481 Series 2012 Notes In January 2012, the Company issued and exchanged $169.0 million aggregate principal of new Series 2012 Notes for an identical principal amount of the February 2015 Notes, plus a cash payment of $5.00 for each $1,000 principal amount tendered, totaling approximately $845,000 . The cash payment was allocated to deferred issue costs of $765,000 , additional paid-in capital of $52,000 and deferred tax assets of $28,000 . The deferred issue costs were recognized over the life of the Series 2012 Notes as interest expense. In February 2012, the Company entered into separate privately negotiated exchange agreements under which the Company issued and exchanged an additional $10.0 million aggregate principal amount of the Series 2012 Notes for an identical principal amount of the February 2015 Notes. In August 2013, the Company entered into a separate privately negotiated exchange agreement under which it retired the final $1.0 million aggregate principal amount of the outstanding February 2015 Notes. Pursuant to the exchange agreement, the holder of the February 2015 Notes received $1.0 million aggregate principal amount of the Series 2012 Notes. Immediately following the exchange, no principal amount of the February 2015 Notes remained outstanding and $180.0 million principal amount of the Series 2012 Notes is outstanding. On February 6, 2014, the Company entered into exchange and purchase agreements with certain holders of approximately $131.7 million aggregate principal amount of outstanding Series 2012 Notes. The exchange agreement provided for the issuance by the Company of shares of common stock and a cash payment for the Series 2012 Notes being exchanged, and the purchase agreement provided for a cash payment for the Series 2012 Notes being repurchased. The total consideration given was approximately $191.8 million . The Company issued to the participating holders of the Series 2012 Notes a total of approximately 20.3 million shares of its common stock with a fair value of approximately $157.6 million and made an aggregate cash payment of approximately $34.2 million pursuant to the exchange and purchase agreements. Of the $34.2 million cash payment, $2.5 million is attributable to an inducement fee, $1.8 million is attributable to interest accrued through the date of settlement and $29.9 million is attributable to the repurchase of the Series 2012 Notes. It was determined that the exchange and purchase agreement represented an extinguishment of the related notes. As a result, a loss on extinguishment of $6.1 million was recorded. The $6.1 million loss on extinguishment included the de-recognition of the original issuance discount of $5.8 million and a $0.3 million charge resulting from the difference of the face value of the notes and the fair value of the notes. Immediately following the exchange, $48.3 million principal amount of the Series 2012 Notes was outstanding with approximately $2.1 million of remaining original issuance discount that was amortized over the remaining life of the Series 2012 Notes. On October 20, 2014, the Company entered into a privately negotiated exchange agreement under which it retired approximately $26.0 million in principal of the outstanding Series 2012 Notes. The exchange agreement provided for the issuance, by the Company, of shares of common stock and a cash payment for the Series 2012 Notes being exchanged. The Company issued approximately 1.8 million shares of its common stock and paid a cash payment of approximately $26.2 million . Immediately following the exchange, $22.3 million principal amount of the Series 2012 Notes was outstanding with approximately $0.1 million of remaining original issuance discount to be amortized over the remaining life of the Series 2012 Notes. The Series 2012 Notes were due February 17, 2015, and bore interest at a rate of 2.875% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. On February 17, 2015, the Company retired the remaining $22.3 million of aggregate principal of its Series 2012 notes at their stated maturity for $22.3 million , plus approximately 1.34 million shares of its common stock. Interest expense for the Series 2012 Notes on the Company’s Consolidated Statements of Income was as follows: Year ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ — $ — $ 80 Amortization of debt issuance costs — — 13 Amortization of debt discount — — 76 Total $ — $ — $ 169 May 2015 Notes On May 16, 2011, the Company issued $155.3 million in aggregate principal amount, at par, of the May 2015 Notes in an underwritten public offering, for net proceeds of $149.7 million . The May 2015 Notes were due May 1, 2015, and the Company paid interest at 3.75% on the May 2015 Notes semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2011. Proceeds from the May 2015 Notes, net of amounts used for purchased call option transactions and provided by the warrant transactions described below, were used to redeem the Series 2012 Notes. On May 1, 2015, the Company retired of the remaining $155.1 million of aggregate principal of its May 2015 Notes at their stated maturity for $155.1 million , plus approximately 5.2 million shares of its common stock for the excess conversion value. Interest expense for the May 2015 Notes on the Consolidated Statements of Income was as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ — $ — $ 1,938 Amortization of debt issuance costs — — 435 Amortization of debt discount — — 1,815 Total $ — $ — $ 4,188 Purchased Call Options and Warrants In connection with the issuance of the May 2015 Notes, the Company entered into purchased call option transactions with two hedge counterparties. The Company paid an aggregate amount of $20.8 million , plus legal fees, for the purchased call options with terms substantially similar to the embedded conversion options in the May 2015 Notes. The Company exercised the purchased call options upon conversion of the May 2015 Notes on May 1, 2015, which required the hedge counterparties to deliver shares to the Company. The hedge counterparties delivered approximately 5.2 million shares of the Company’s common stock to the Company, which was the amount equal to the shares required to be delivered by the Company to the note holders for the excess conversion value. In addition, the Company sold to the hedge counterparties warrants exercisable, on a cashless basis, for the sale of rights to receive up to 27.5 million shares of common stock underlying the May 2015 Notes. The Company received an aggregate amount of $10.9 million for the sale from the two counterparties. Under the terms of the warrant agreement, the warrant counterparties had the option to exercise the warrants on their specified expiration dates through the 120 scheduled trading days beginning on July 30, 2015 and ended on January 20, 2016. Because the VWAP of the Company’s common stock never exceeded the strike price of the warrants, the Company did not deliver any common stock to the warrant counterparties. The purchased call option transactions and warrant sales effectively served to reduce the potential dilution associated with conversion of the May 2015 Notes. Because the share price was above $5.72 but below $6.73 , upon conversion of the Company’s May 2015 Notes, the purchased call options offset the share dilution, and the Company received shares on exercise of the purchased call options equal to the shares that the Company delivered to the note holders. While the purchased call options reduced the potential equity dilution upon conversion of the May 2015 Notes, prior to the conversion or exercise, the May 2015 Notes and the warrants had a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the respective exercise prices of those instruments. February 2018 Notes On February 12, 2014, the Company issued $300.0 million in aggregate principal amount, at par, of the February 2018 Notes in an underwritten public offering, for net proceeds of $290.2 million . The February 2018 Notes are due February 1, 2018, and the Company pays interest at 4.0% on the February 2018 Notes semiannually in arrears on February 1 and August 1 of each year, beginning August 1, 2014. A portion of the proceeds from the February 2018 Notes, net of amounts used for purchased call option transactions and provided by the warrant transactions described below, were used to redeem $131.7 million of the Series 2012 Notes. Upon the occurrence of a fundamental change, as defined in the indenture, holders have the option to require the Company to repurchase their February 2018 Notes at a purchase price equal to 100% of the principal, plus accrued interest. On November 20, 2015, the Company’s agent initiated the repurchase of $53.6 million in aggregate principal amount of its February 2018 Notes for $43.7 million in cash in four open market transactions. The closing of these transactions occurred on November 30, 2015. It was determined that the repurchase of the principal amount shall be accounted for as a partial extinguishment of the February 2018 Notes. As a result, a gain on extinguishment of $6.5 million was recorded at closing of the transaction. The $6.5 million gain on extinguishment included the de-recognition of the original issuance discount of $3.1 million , outstanding deferred issuance costs of $0.9 million and agent fees of $0.1 million . Immediately following the repurchase, $246.4 million principal amount of the February 2018 Notes was outstanding with $14.1 million of remaining original issuance discount and $4.1 million of debt issuance costs to be amortized over the remaining life of the February 2018 Notes. In connection with the repurchase of the February 2018 Notes, the Company and the counterparties agreed to unwind a portion of the purchased call options. As a result of the unwind transaction of the purchased call option, the Company received $270,000 in cash. The payments received have been recorded as an increase to APIC. In addition, the Company and the counterparties agreed to unwind a portion of the warrants for $170,000 in cash, payable by the Company. The payments have been recorded as a decrease to APIC. On November 22, 2016, the Company repurchased $120.0 million in aggregate principal amount of its February 2018 Notes for approximately $121.5 million in cash (including $1.5 million of accrued interest) in open market transactions. It was determined that the repurchase of the principal amount shall be accounted for as an extinguishment. The extinguishment included the de-recognition of the original issuance discount of $4.3 million and outstanding deferred issuance costs of $1.3 million . Immediately following the repurchase, $126.4 million principal amount of the February 2018 Notes was outstanding with $4.6 million of remaining original issuance discount and $1.4 million of debt issuance costs to be amortized over the remaining life of the February 2018 Notes. As of December 31, 2017, the February 2018 Notes are convertible. At December 31, 2017, the if-converted value of the February 2018 Notes did not exceed the principal amount. On their maturity date, February 1, 2018, the Company repaid the outstanding principal of the February 2018 Notes plus accrued and unpaid interest for $129.0 million. In connection with the repurchase of the February 2018 Notes, the Company and the counterparties agreed to unwind a portion of the purchased call options. The unwind transaction of the purchased call option did not result in any cash payments between the parties. In addition, the Company and the counterparties agreed to unwind a portion of the warrants, which also did not result in any cash payments between the parties. At December 31, 2017, the Company concluded that the remaining purchased call options and warrants continue to meet all criteria for equity classification. The February 2018 Notes are convertible under any of the following circumstances: • During any fiscal quarter ending after the quarter ending June 30, 2014, if the last reported sale price of the Company’s common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the conversion price for the notes on the last day of such preceding fiscal quarter; • During the five business-day period immediately after any five consecutive trading-day period, which the Company refers to as the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes for each such day; • Upon the occurrence of specified corporate events as described further in the indenture; or • At any time on or after August 1, 2017. The initial conversion rate for the February 2018 Notes is 109.1048 shares of the Company’s common stock per $1,000 principal amount of February 2018 Notes, which is equivalent to an initial conversion price of approximately $9.17 per share of common stock, subject to adjustments upon the occurrence of certain specified events as set forth in the indenture. Upon conversion, the Company will be required to pay cash and, if applicable, deliver shares of the Company’s common stock as described in the indenture. In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, the Company separated the principal balance of the February 2018 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 7.0% , which represents the estimated market interest rate for a similar nonconvertible instrument available to us on the date of issuance, the Company recorded a total debt discount of $29.7 million , allocated $19.3 million to additional paid-in capital and allocated $10.4 million to deferred tax liability. The discount is being amortized to interest expense over the term of the February 2018 Notes and increases interest expense during the term of the February 2018 Notes from the 4.0% cash coupon interest rate to an effective interest rate of 6.9% . As of December 31, 2017, the remaining discount amortization period is 0.1 years . The carrying value and unamortized discount of the February 2018 Notes were as follows: (in thousands) December 31, 2017 December 31, 2016 Principal amount of the February 2018 Notes $ 126,447 $ 126,447 Unamortized discount of liability component (381 ) (4,852 ) Net carrying value of the February 2018 Notes $ 126,066 $ 121,595 Interest expense for the February 2018 Notes on the Company’s Consolidated Statements of Income was as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ 5,058 $ 9,338 $ 11,786 Amortization of debt issuance costs 1,022 2,863 2,980 Amortization of debt discount 3,449 9,870 10,160 Total $ 9,529 $ 22,071 $ 24,926 Purchased Call Options and Warrants In connection with the issuance of the February 2018 Notes, the Company entered into purchased call option transactions with two hedge counterparties. The Company paid an aggregate amount of $31.0 million for the purchased call options with terms substantially similar to the embedded conversion options in the February 2018 Notes. The purchased call options cover, subject to anti-dilution and certain other customary adjustments substantially similar to those in the February 2018 Notes, approximately 13.8 million shares of the Company common stock. The Company may exercise the purchased call options upon conversion of the February 2018 Notes and require the hedge counterparty to deliver shares to the Company in an amount equal to the shares required to be delivered by the Company to the note holder for the excess conversion value. The purchased call options expire on February 1, 2018, or the last day any of the February 2018 Notes remain outstanding. In addition, the Company sold to the hedge counterparties warrants exercisable, on a cashless basis, for the sale of rights to receive shares of common stock that will initially underlie the February 2018 Notes at a strike price of $10.3610 per share, which represents a premium of approximately 30% over the last reported sale price of the Company’s common stock of $7.97 on February 6, 2014. The warrant transactions could have a dilutive effect to the extent that the market price of the Company’s common stock exceeds the applicable strike price of the warrants on the date of conversion. The Company received an aggregate amount of $11.4 million for the sale from the two counterparties. The warrant counterparties may exercise the warrants on their specified expiration dates that occur over a period of time. If the VWAP of the Company’s common stock, as defined in the warrants, exceeds the strike price of the warrants, the Company will deliver to the warrant counterparties shares equal to the spread between the VWAP on the date of exercise or expiration and the strike price. If the VWAP is less than the strike price, neither party is obligated to deliver anything to the other. The purchased call option transactions and warrant sales effectively serve to reduce the potential dilution associated with conversion of the February 2018 Notes. The strike price is subject to further adjustment in the event that future quarterly dividends exceed $0.15 per share. The purchased call options and warrants are considered indexed to the Company stock, require net-share settlement and met all criteria for equity classification at inception and at December 31, 2017 and 2016. The purchased call options cost of $31.0 million , less deferred taxes of $10.8 million , and the $11.4 million received for the warrants, was recorded as adjustments to additional paid-in capital. Subsequent changes in fair value will not be recognized as long as the purchased call options and warrants continue to meet the criteria for equity classification. December 2021 Notes On November 22, 2016, the Company issued $150.0 million in aggregate principal amount, at par, of the December 2021 Notes in an underwritten public offering, for net proceeds of $145.7 million . The December 2021 Notes are due December 1, 2021, and the Company pays interest at 2.75% on the December 2021 Notes semiannually in arrears on June 1 and December 1 of each year, beginning June 1, 2017. A portion of the proceeds from the December 2021 Notes, net of amounts used for capped call transaction described below, were used to extinguish $120.0 million of the February 2018 Notes. Upon the occurrence of a fundamental change, as defined in the indenture, holders have the option to require the Company to repurchase their December 2021 Notes at a purchase price equal to 100% of the principal, plus accrued interest. The December 2021 Notes are convertible under any of the following circumstances: • During any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending March 31, 2017, if the last reported sale price of Company common stock for at least 20 trading days (whether or not consecutive), in the period of 30 consecutive trading days, ending on, and including, the last trading day of the immediately preceding fiscal quarter, exceeds 130% of the conversion price for the notes on each applicable trading day; • During the five business-day period immediately after any five consecutive trading-day period, which the Company refers to as the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of Company common stock and the conversion rate for the notes for each such trading day; or • Upon the occurrence of specified corporate events as described in the indenture. The initial conversion rate for the December 2021 Notes is 262.2951 shares of the Company’s common stock per $1,000 principal amount of December 2021 Notes, which is equivalent to an initial conversion price of approximately $3.81 per share of common stock, subject to adjustments upon the occurrence of certain specified events as set forth in the indenture. In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company was required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, the Company separated the principal balance of the December 2021 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 9.5% , which represents the estimated market interest rate for a similar nonconvertible instrument available to us on the date of issuance, the Company recorded a total debt discount of $4.3 million , allocated $23.8 million to additional paid-in capital and allocated $12.8 million to deferred tax liability. The discount is being amortized to interest expense over the term of the December 2021 Notes and increases interest expense during the term of the December 2021 Notes from the 2.75% cash coupon interest rate to an effective interest rate of 3.4% . As of December 31, 2017, the remaining discount amortization period is 3.9 years . The carrying value and unamortized discount of the December 2021 Notes were as follows: (in thousands) December 31, 2017 December 31, 2016 Principal amount of the December 2021 Notes $ 150,000 $ 150,000 Unamortized discount of liability component (32,585 ) (39,152 ) Net carrying value of the December 2021 Notes $ 117,415 $ 110,848 Interest expense for the December 2021 Notes on the Company’s Consolidated Statements of Income was as follows: Year Ended December 31, (in thousands) 2017 2016 Contractual coupon interest $ 4,125 $ 447 Amortization of debt issuance costs 74 10 Amortization of debt discount 526 75 Amortization of conversion feature 5,967 620 Total $ 10,692 $ 1,152 As of December 31, 2017 and 2016, the December 2021 Notes are not convertible. At December 31, 2017 and 2016, the if-converted value of the December 2021 Notes did not exceed the principal amount. Capped Call Transaction In conjunction with the offering of the December 2021 Notes, the Company entered into a privately-negotiated capped call transaction with an affiliate of the underwriter of such issuance. The aggregate cost of the capped call transaction was $14.4 million . The capped call transaction is generally expected to reduce the potential dilution upon conversion of the December 2021 Notes and/or partially offset any cash payments the Company is required to make in excess of the principal amount of converted December 2021 Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction, which initially corresponds to the approximate $3.81 per share conversion price of the December 2021 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the December 2021 Notes. The cap price of the capped call transaction was initially $4.88 per share, and is subject to certain adjustments under the terms of the capped call transaction. The Company will not be required to make any cash payments to the option counterparty upon the exercise of the options that are a part of the capped call transaction, but the Company will be entitled to receive from it an aggregate amount of cash and/or number of shares of the Company’s common stock, based on the settlement method election chosen for the related convertible notes, with a value equal to the amount by which the market price per share of the Company’s common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction during the relevant valuation period under the capped call transaction, with such number of shares of the Company’s common stock and/or amount of cash subject to the cap price. The Company evaluated the capped call transaction under authoritative accounting guidance and determined that they should be accounted for as separate transactions and classified as a net reduction to additional paid-in capital within stockholders’ equity with no recurring fair value measurement recorded. March 2015 Term Loan On March 30, 2015, the Company entered into a credit agreement among the Company, the lenders party thereto and the Royal Bank of Canada, as administrative agent. The credit agreement consisted of a term loan of $100.0 million . The interest rates per annum applicable to amounts outstanding under the term loan were, at the Company’s option, either (a) the alternate base rate (as defined in the credit agreement) plus 0.75% , or (b) the adjusted Eurodollar rate (as defined in the credit agreement) plus 1.75% per annum. As of December 31, 2015, the interest rate, based upon the adjusted Eurodollar rate, was 2.17% . Interest payments under the credit agreement were due on the interest payment dates specified in the credit agreement. The credit agreement required amortization of the term loan in the form of scheduled principal payments on June 15, September 15 and December 15 of 2015, with the remaining outstanding balance due on February 15, 2016. This principal balance and outstanding interest was paid in full on February 12, 2016. As of December 31, 2017 , the future minimum principal payments under the February 2018 Notes and December 2021 Notes were: (in thousands) February 2018 Notes December 2021 Notes Total 2018 $ 126,447 $ — $ 126,447 2019 — — — 2020 — — — 2021 — 150,000 150,000 2022 — — — Thereafter — — — Total $ — $ 150,000 $ 150,000 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 15. Other Long-Term Liabilities The following table provides details of the accrued long-term liabilities: December 31, (in thousands) 2017 2016 Accrued lease liability $ 10,700 $ 10,700 Long-term incentive 1,729 1,995 Deferred tax liability 1,208 — Uncertain tax position 30,682 41,591 Dividend payable 47 270 Other 343 — Total $ 44,709 $ 54,556 In connection with the Spin-Off, the Company entered into amendments to the leases for the Company’s former facilities in Redwood City, California, under which Facet was added as a co-tenant, and a Co-Tenancy Agreement, under which Facet agreed to indemnify us for all matters related to the leases attributable to the period after the Spin-Off date. Should Facet default under its lease obligations, the Company could be held liable by the landlord as a co-tenant and, thus, the Company has in substance guaranteed the payments under the lease agreements for the Redwood City facilities. As of December 31, 2017 , the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $45.1 million . If Facet were to default, the Company could also be responsible for lease-related costs including utilities, property taxes and common area maintenance that may be as much as the actual lease payments. The Company recorded a liability of $10.7 million on the Company’s Consolidated Balance Sheets as of December 31, 2017 and 2016 , related to this guarantee. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 16. Stock-Based Compensation The Company recognizes compensation expense using a fair-value based method for costs associated with all share-based awards issued to the Company’s directors, employees and outside consultants under its stock plan. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service periods in the Company’s Consolidated Statements of Income. The Company has adopted the simplified method to calculate the beginning balance of the additional paid-in capital pool of the excess tax benefit and to determine the subsequent effect on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that were outstanding upon adoption. The Company calculates stock-based compensation expense based on the number of awards ultimately expected to vest, net of estimated forfeitures. The Company estimates forfeiture rates at the time of grant and revise such rates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense was determined using the Black-Scholes option pricing model. Stock-based compensation expense for employees and directors and non-employees for the years ended December 31, 2017 , 2016 and 2015 , is presented below: Year Ended December 31, Stock-based Compensation 2017 2016 2015 (in thousands) Employees and directors $ 3,138 $ 3,679 $ 1,952 Non-employees — 63 93 Total $ 3,138 $ 3,742 $ 2,045 Stock-Based Incentive Plans 2005 Equity Incentive Plan The Company currently has one active stock-based incentive plan under which it may grant stock-based awards to the Company’s employees, directors and non-employees. The total number of shares of common stock authorized for issuance, shares of common stock issued upon exercise of options or grant of restricted stock, shares of common stock subject to outstanding awards and available for grant under this plan as of December 31, 2017 , is as follows: Title of Plan Total Shares of Common Stock Authorized Total Shares of Common Stock Issued Total Shares of Common Stock Outstanding Awards Total Shares of Common Stock Available for Grant 2005 Equity Incentive Plan (1) 6,200,000 4,110,197 — 2,089,803 _________________________ (1) As of December 31, 2017 , there were 2,065,232 shares of unvested restricted stock awards outstanding as issued from the 2005 Equity Incentive Plan. Under the Company’s Amended and Restated 2005 Equity Incentive Plan effective May 28, 2015 (the “2005 Equity Incentive Plan”), the Company is authorized to issue a variety of incentive awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share and performance unit awards, deferred compensation awards and other stock-based or cash-based awards. Restricted Stock Restricted stock has the same rights as other issued and outstanding shares of the Company’s common stock, including, in some cases, the right to accrue dividends, which are held in escrow until the award vests. The compensation expense related to these awards is determined using the fair market value of the Company’s common stock on the date of the grant, and the compensation expense is recognized ratably over the vesting period. Under the Company’s restricted stock plans, restricted stock awards typically vest over one to five years . In addition to service requirements, vesting of restricted stock awards may be subject to the achievement of specified performance goals set by the Compensation Committee. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. A summary of the Company’s restricted stock activity is presented below: 2017 2016 2015 Number of shares (in thousands) Weighted-average grant-date fair value per share Number of shares (in thousands) Weighted-average grant-date fair value per share Number of shares (in thousands) Weighted- average grant-date fair value per share Unvested at beginning of year 1,472 $ 3.96 586 $ 7.13 277 $ 8.39 Awards granted 1,917 $ 2.15 1,264 $ 3.31 522 $ 6.40 Awards vested (749 ) $ 3.78 (366 ) $ 6.65 (173 ) $ 8.38 Forfeited (575 ) $ 3.00 (12 ) $ 7.10 (40 ) $ 7.79 Unvested at end of year 2,065 $ 2.61 1,472 $ 3.96 586 $ 7.13 Stock-based compensation expense associated with the Company’s restricted stock for the years ended December 31, 2017 , 2016 and 2015 , was $2.7 million , $3.5 million and $2.0 million , respectively. As of December 31, 2017 , the aggregate intrinsic value of non-vested restricted stock was $5.7 million . Total unrecognized compensation costs associated with non-vested restricted stock as of December 31, 2017 , was $3.1 million , excluding forfeitures, which the Company expects to recognize over a weighted-average period of 2.1 years . Inducement Award Agreements On September 12, 2017, the Company granted 961,000 shares of common stock in the form of a nonstatutory inducement stock option grant pursuant to a nonstatutory inducement stock option agreement and granted 240,200 shares of our common stock in the form of an inducement restricted stock grant pursuant to an inducement restricted stock agreement. These inducement awards were not granted under the 2005 Equity Incentive Plan. Inducement Stock Option Activity During the year ended December 31, 2017, there were a total of 961,000 shares of stock options granted with an exercise price of $3.21 per share. The Company’s determination of the fair value of the stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’ stock price, as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the following: • Expected term (in years): 3.7 • Risk-free interest rate: 1.77 -1.96% • Volatility: 44% • Dividend yield: 0% • Weighted-average grant-date fair value: $1.51 As of December 31, 2017, all awards were outstanding and not exercisable. The weighted average remaining contractual life of stock options outstanding was 9.7 years and the aggregate intrinsic value was $1.5 million . Unrecognized compensation cost related to non-vested stock options was $1.2 million and will be recognized over a weighted-average period of 1.9 years. Inducement Restricted Stock During the year ended December 31, 2017, there were a total of 240,200 shares of restricted stock awards granted with the grant date fair value of $3.22 per share. At December 31, 2017, all awards were outstanding and vest annually over a three year period. As of December 31, 2017, all awards were outstanding and unvested. The aggregate intrinsic value of the restricted awards was $0.7 million . Unrecognized compensation cost related to unvested restricted awards was $0.7 million and will be recognized over a weighted-average period of 1.5 years. |
Cash Dividends
Cash Dividends | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 18. Stockholders’ Equity Stock Repurchase Program On March 1, 2017, the Company’s board of directors authorized the repurchase through March 2018 of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $30.0 million pursuant to a share repurchase program. The repurchases under the share repurchase program were made from time to time in the open market or in privately negotiated transactions and were funded from the Company’s working capital. All shares of common stock repurchased under the Company’s share repurchase program were retired and restored to authorized but unissued shares of common stock at June 30, 2017. The Company repurchased 13.3 million shares of its common stock under the share repurchase program during the year ended December 31, 2017 for an aggregate purchase price of $30.0 million , or an average cost of $2.25 per share, including trading commission. On September 25, 2017, the Company’s board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $25.0 million pursuant to a new share repurchase program. As of March 12, 2018, this plan has not been implemented due to prohibitions on trading during black-out periods. Once implemented, under the new share repurchase program, purchases of the Company’s shares may be made from time to time in the open market or in privately negotiated transactions and are to be funded from the Company’s working capital. The amount and timing of such repurchases are dependent upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a Rule 10b5-1 trading plan the Company may implement when it is not otherwise in a trading black-out period. Such a plan would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. All shares of common stock repurchased under the Company’s new share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. The repurchase program may be suspended or discontinued at any time without notice. Cash Dividends On August 3, 2016, the Company’s board of directors decided to eliminate the quarterly cash dividend payment. On May 2, 2016, the Company’s board of directors declared a quarterly dividend of $0.05 per share of common stock to stockholders of record on June 6, 2016. On June 13, 2016, the Company paid $8.2 million in connection with such dividend payment. Unvested restricted stock awards (“RSAs”) as of the record date are also entitled to dividends, which will only be paid when the RSAs vest and are released. On January 26, 2016, the Company’s board of directors declared a quarterly dividend of $0.05 per share of common stock to stockholders of record on March 4, 2016. On March 11, 2016, the Company paid $8.2 million in connection with such dividend payment. Unvested RSAs as of the record date are also entitled to dividends, which will only be paid when the RSAs vest and are released. On January 27, 2015, the Company’s board of directors declared a regular quarterly dividend of $0.15 per share of common stock, which were paid on March 12, June 12, September 11 and December 11 of 2015 to stockholders of record on March 5, June 5, September 4 and December 4 of 2015, the record dates for each of the dividend payments, respectively. The Company paid $98.3 million in dividends in 2015. |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Customer Concentration The percentage of total revenue earned from net sales, which individually accounted for 10% or more of the Company’s total revenues, was as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Income Generating Assets: Genentech — 43 % 70 % Biogen 11 % 24 % 9 % Depomed 52 % 13 % 9 % Total revenues by geographic area are based on the country of domicile of the counterparty to the agreement, and are as follows: Year Ended December 31, (in thousands) 2017 2016 2015 United States $ 291,448 $ 157,327 $ 339,596 Europe 16,144 82,534 250,852 Rest of World 12,468 4,440 — Total revenues $ 320,060 $ 244,301 $ 590,448 The following tables presents total receivables from licensee and other, which individually account for 10% or more of the Company’s total receivables from licensee and other asset balance: December 31, (in thousands) 2017 2016 Depomed $ — $ 6,000 Cardinal Health $ 3,847 $ 7,663 McKesson $ — $ 9,135 AmerisourceBergen $ 2,982 $ 8,039 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes For financial reporting purposes, income before income taxes includes the following components: Years Ended December 31, (in thousands) 2017 2016 2015 United States $ 195,865 $ 103,656 $ 530,138 Foreign (11,338 ) 5,714 — Total $ 184,527 $ 109,370 $ 530,138 The provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 consisted of the following: Year Ended December 31, (in thousands) 2017 2016 2015 Current income tax expense Federal $ 31,338 $ 49,582 $ 168,164 State 2,843 3,103 12,112 Foreign 529 2,455 — Total current 34,710 55,140 180,276 Deferred income tax expense (benefit) Federal 36,911 (8,476 ) 16,910 State 2,591 147 157 Foreign (386 ) (1,100 ) — Total deferred 39,116 (9,429 ) 17,067 Total provision $ 73,826 $ 45,711 $ 197,343 A reconciliation of the income tax provision computed using the U.S. statutory federal income tax rate compared to the income tax provision for income included in the Consolidated Statements of Income is as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Tax at U.S. statutory rate on income before income taxes $ 64,589 $ 38,279 $ 185,548 Change in valuation allowance 1,807 (744 ) 2,286 State taxes 1,496 74 1 Change in uncertain tax positions 681 2,184 8,717 Foreign income 3,231 5,668 — Foreign rate differential 1,356 (1,445 ) — Change in tax rate reform 716 — — Other (50 ) 1,695 791 Total $ 73,826 $ 45,711 $ 197,343 Deferred tax assets and liabilities are determined based on the differences between financial reporting and income tax bases of assets and liabilities, as well as net operating loss carryforwards and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The significant components of the Company’s net deferred tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,276 $ 4,197 Research and other tax credits 1,414 1,833 Intangible assets 1,453 494 Stock-based compensation 547 835 Accruals 4,667 1,966 Capital loss carryforward 2,027 1,543 Other 5,878 13,020 Total deferred tax assets 22,262 23,888 Valuation allowance (2,046 ) (1,543 ) Total deferred tax assets, net of valuation allowance 20,216 22,345 Deferred tax liabilities: Deferred gain on repurchase of convertible notes (117 ) (382 ) Debt modifications (1,197 ) (122 ) Intangible assets (16,932 ) (2,584 ) Other (427 ) — Unrealized gain on foreign currency hedge contracts and investments (320 ) — Total deferred tax liabilities (18,993 ) (3,088 ) Net deferred tax assets $ 1,223 $ 19,257 As of December 31, 2017 and 2016 , the Company had federal net operating loss carryforwards of $117.3 million and $34.0 million , respectively. As of December 31, 2017 and 2016, the Company also had state net operating loss carryforwards of $299.9 million and $215.5 million , respectively. The federal net operating loss carryforwards will begin expiring in the year 2023 and the California net operating loss carryforwards will begin expiring by 2018, if not utilized. Other states net operating losses will begin expiring by 2023 if not utilized. As of December 31, 2017 and 2016 , the Company had $19.3 million and $19.3 million , respectively, of state tax credit carryforwards that do not expire. Utilization of the federal and state net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company has an annual limitation on the utilization of our federal operating losses of $1.8 million for each of the years ending December 31, 2017 to 2022, and $1.3 million for the year ending December 31, 2023. As of December 31, 2017, the Company estimates that at least $22.0 million of federal net operating loss carryforwards and zero of the $18.7 million state net operating losses will expire unutilized. Furthermore, under the 2017 Tax Act, although the treatment of tax losses generated in taxable years ending before December 31, 2017 has not changed, tax losses generated in taxable years beginning after December 31, 2017 may only be utilized to offset 80% of taxable income annually. This change may require the Company to pay additional federal income taxes in future years. During 2017, the Company determined that is was more likely than not that certain deferred tax carryforward assets would not be realized in the near future. As a result, $2.0 million valuation allowance against deferred tax assets was established as of December 31, 2017. The net change in total valuation allowance for each of the years ending December 31, 2017 and 2016, was an increase of $0.5 million and $0.7 million , respectively. The valuation allowance at December 31, 2017, is related to capital losses that have limited carryback and carryforward utilization. The Company does not have an expectation of future capital gains against which such losses could be utilized and as such determined that it was more likely than not that such deferred tax assets would not be realized. As a result of the 2017 Tax Act, the Company recorded income tax benefit of $0.4 million due to the re-measurement of its net deferred tax assets at a U.S. federal statutory rate that was reduced from a top rate of 35% to a flat rate of 21%. Based on information available, the Company estimated the cumulative undistributed foreign earnings to be immaterial. For the GILTI provisions of the 2017 Tax Act, a provisional estimate could not be made as the Company has not yet completed its assessment or elected an accounting policy to either recognize deferred taxes for basis differences expected to reverse as GILTI or to record GILTI as period costs if and when incurred. In accordance with SEC guidance, provisional amounts may be refined as a result of additional guidance from, and interpretations by, U.S. regulatory and standard-setting bodies, and changes in assumptions. In the subsequent period, provisional amounts will be adjusted for the effects, if any, of interpretative guidance issued after December 31, 2017, by the U.S. Department of the Treasury. The effects of the 2017 Tax Act may be subject to changes for items that were previously reported as provisional amounts, as well as any element of the 2017 Tax Act that a provisional estimate could not be made, such as for executive compensation, GILTI and BEAT impact. A reconciliation of the Company’s unrecognized tax benefits, excluding accrued interest and penalties, for 2017 , 2016 and 2015 is as follows: December 31, (in thousands) 2017 2016 2015 Balance at the beginning of the year $ 59,429 $ 57,125 $ 47,146 Increases related to tax positions from prior fiscal years 783 436 — Increases related to tax positions taken during current fiscal year 18,967 1,868 9,979 Expiration of statute of limitations for the assessment of taxes from prior fiscal years — — — Balance at the end of the year $ 79,179 $ 59,429 $ 57,125 The future impact of the unrecognized tax benefit of $79.2 million , if recognized, is as follows: $23.7 million would affect the effective tax rate and $55.5 million would result in adjustments to deferred tax assets. The Company periodically evaluates its exposures associated with our tax filing positions. As noted below, the Company is currently under audit by the California Franchise Tax Board. The timing of the audit resolution and the amount to be ultimately paid (if any) is uncertain. The outcome of these audits could result in the payment of tax amounts that differ from the amounts the Company has reserved for uncertain tax positions for the periods under audit resulting in incremental expense or a reversal of our reserves in a future period. The outcome of these audits could result in the payment of tax amounts that differ from the amounts we have reserved for uncertain tax positions for the periods under audit resulting in incremental expense or a reversal of the Company’s reserves in a future period. At this time, the Company does not anticipate a material change in the unrecognized tax benefits related to the California audit that would affect the effective tax rate or deferred tax assets over the next 12 months. Estimated interest and penalties associated with unrecognized tax benefits increased income tax expense in the Consolidated Statements of Income by $1.0 million , $1.0 million and $2.3 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. In general, our income tax returns are subject to examination by U.S. federal, state and local tax authorities for tax years 1996 forward. Interest and penalties associated with unrecognized tax benefits accrued on the balance sheet were $7.0 million and $6.0 million as of December 31, 2017 and 2016 , respectively. In May 2012, the Company received a “no-change” letter from the IRS upon completion of an examination of the Company’s 2008 federal tax return. The Company is currently under income tax examination in the state of California for the tax years 2009 through 2015. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | . Accumulated Other Comprehensive Income (Loss) Comprehensive income is comprised of net income and other comprehensive income (loss). The Company includes unrealized net gains on investments held in its available-for-sale securities and unrealized gains (losses) on its cash flow hedges in other comprehensive income (loss), and present the amounts net of tax. The Company’s other comprehensive income (loss) is included in the Company’s Consolidated Statements of Comprehensive Income. The balance of “Accumulated other comprehensive income (loss),” net of tax, was as follows: (in thousands) Unrealized gain (loss) on available-for- sale securities Unrealized gain (loss) on cash flow hedges Total Accumulated Other Comprehensive Income (Loss) Beginning Balance at December 31, 2014 $ 364 $ 2,585 $ 2,949 Activity for the year ended December 31, 2015 71 (764 ) (693 ) Balance at December 31, 2015 435 1,821 2,256 Activity for the year ended December 31, 2016 (435 ) (1,821 ) (2,256 ) Balance at December 31, 2016 — — — Activity for the year ended December 31, 2017 1,181 — 1,181 Ending Balance at December 31, 2017 $ 1,181 $ — $ 1,181 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Legal Proceedings [Abstract] | |
Legal Matters and Contingencies [Text Block] | 23. Legal Proceedings PDL BioPharma, Inc. v Merck Sharp & Dohme, Corp. On January 22, 2016, the Company filed a complaint against Merck Sharp & Dohme, Corp (“Merck”) for patent infringement in the United States District Court for the District of New Jersey. In the complaint, the Company alleged that manufacture and sales of certain of Merck’s Keytruda product infringed one or more claims of the Company’s U.S. Patent No. 5,693,761 (the “761 Patent”). The Company requested judgment that Merck infringed the 761 Patent, an award of damages due to the infringement, a finding that such infringement was willful and deliberate and trebling of damages therefore, and a declaration that the case is exceptional and warrants an award of attorney’s fees and costs. On April 21, 2017, the Company entered into a settlement agreement with Merck to resolve the patent infringement lawsuit between the parties pending in the U.S. District Court for the District of New Jersey related to Merck’s Keytruda humanized antibody product. Under the terms of the agreement, Merck paid the Company a one time, lump-sum payment of $19.5 million , and the Company granted Merck a fully paid-up, royalty free, non-exclusive license to certain of the Company’s rights to issued patents in the United States and elsewhere, covering the humanization of antibodies (the “Queen et al. patent”) for use in connection with Keytruda as well as a covenant not to sue Merck for any royalties regarding Keytruda. In addition, the parties agreed to dismiss all claims in the relevant legal proceedings. Wellstat Litigation On September 4, 2015, the Company filed in the Supreme Court of New York a motion for summary judgment in lieu of complaint which requested that the court enter judgment against Wellstat Diagnostics Guarantors for the total amount due on the Wellstat Diagnostics debt, plus all costs and expenses including lawyers’ fees incurred by the Company in enforcement of the related guarantees. On July 29, 2016, the court issued its Memorandum of Decision granting the Company’s motion for summary judgment and denying the Wellstat Diagnostics Guarantors’ cross-motion for summary judgment seeking a determination that they were no longer liable under the guarantees. The Supreme Court of New York held that the Wellstat Diagnostics Guarantors are liable for all “Obligations” owed by Wellstat Diagnostics to the Company. It did not set a specific dollar amount due, but ordered that a judicial hearing officer or special referee be designated to determine the amount of the Obligations owing, and awarded the Company its attorneys’ fees and costs in an amount to be determined. On July 29, 2016, the Wellstat Diagnostics Guarantors filed a notice of appeal from the Memorandum of Decision to the Appellate Division of the Supreme Court of New York. On February 14, 2017, the Appellate Division reversed the summary judgment decision of the Supreme Court in the Company’s favor, but affirmed the denial of the Wellstat Guarantors’ cross-motion for summary judgment. The Appellate Division determined that the action was inappropriate for summary judgment pursuant to New York Civil Practice Law & Rules section 3213 on procedural grounds, but specifically made no determination regarding whether the Company was entitled to a judgment on the merits. Pursuant to this decision, the action has been remanded to the Supreme Court for further proceedings on the merits. The proceeding is conducted as a plenary proceeding, with both parties having the opportunity to take discovery and file dispositive motions in accordance with New York civil procedure. Noden Pharma DAC v Anchen Pharmaceuticals, Inc. et al On June 12, 2017, Noden Pharma DAC filed a complaint against Anchen Pharmaceuticals, Inc. (“Anchen”) and Par Pharmaceutical (“Par”) for infringement of U.S. Patent No. 8,617,595 based on their submission of an Abbreviated New Drug Application (“ANDA”) seeking authorization from the FDA to market a generic version of Tekturna ® aliskiren hemifumarate tablets, 150 mg and 300 mg, in the United States. Noden Pharma DAC’s suit triggered a 30-month stay of FDA approval of that application under the Hatch Waxman Act. Par filed a counterclaim seeking a declaratory judgment that their proposed generic version of Tekturna HCT ® aliskiren hemifumarate hydrochlorothiazide tablets (150 mg eq. base/12.5 mg HCT, 150 mg eq. base/25 mg HCT, 300 mg eq. base/12.5 mg HCT, and 300 mg eq. base/25 mg HCT), described in a separate ANDA submitted by Par to FDA, alleging noninfringement of U.S. Patent No. 8,618,172 (“the ‘172 Patent”), also owned by Noden Pharma DAC. This case is proceeding in the United States District Court for the District of Delaware. In March of 2018, the Parties filed a joint stipulation of dismissal of the defendants’ counterclaim seeking a declaratory judgment of non-infringement of the ‘172 Patent. In the stipulation, Anchen and Par agreed that they will not seek, or otherwise join or assist in, any post-grant review, including inter partes review, of the ‘172 patent or U.S. Patent No. 9,023,893. The defendants further stipulated that they will not seek approval of Par’s ANDA or submit any other ANDA seeking approval to market aliskiren hemifumarate hydrochlorthiazide prior to the expiration of the ‘172 Patent in July of 2028. Both the ‘172 Patent and the ‘893 Patent are listed in the Orange Book for Tekturna HCT. Noden Pharma DAC intends to continue to take appropriate legal action to protect its intellectual property in Tekturna ® and Tekturna HCT ® . Noden Pharma DAC is aware that Novartis received Paragraph IV certifications from Par for Tekturna HCT and Anchen on December 31, 2013. Novartis did not file a responsive patent infringement suit related to these certifications. However, to Noden Pharma DAC’s knowledge, neither Par nor Anchen have in the meantime commercialized generic aliskiren products. Depomed, Inc. vs. Valeant Pharmaceuticals, Inc. On October 27, 2017, Valeant, Depomed and the Company entered into a settlement agreement (“Depomed Settlement Agreement”) to resolve all matters addressed in the lawsuit. Under the terms of the Depomed Settlement Agreement, the litigation will be dismissed, with prejudice, and Valeant will pay to Depomed a one-time, lump-sum payment of $13.0 million . In addition, Depomed and the Company released Valeant and its subsidiary from any and all claims against them as a result of the audit, Valeant’s obligation to pay additional royalties under the commercialization agreement and/or the litigation; and Valeant released Depomed and the Company against any and all claims against them as a result of the audit and/or the litigation. The settlement payment was transferred to the Company under the terms of the Depomed Royalty Agreement in November of 2017. Other Legal Proceedings From time to time, the Company is involved in lawsuits, arbitrations, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. The Company makes provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are reviewed at least quarterly and adjusted to reflect the impact of settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of the Company’s operations of that period and on its cash flows and liquidity. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Maturity of the February 2018 Notes On February 1, 2018, upon maturity of the February 2018 Notes, the Company repaid a total cash amount of $129.0 million to the custodian, The Bank of New York Mellon Trust Company, N.A., which was comprised of $126.4 million , in principal amount and $2.6 million in accrued interest to retire the February 2018 Notes. CareView Modification Agreement In February 2018, the Company entered into a modification agreement with CareView, pursuant to which the Company agreed, effective as of December 28, 2017, to modify the credit agreement before remedies could otherwise have become available to the Company under the credit agreement in relation to certain obligations of CareView that would potentially not be met, including the requirement to make principal payments. Under the modification agreement the Company agreed that (i) a lower liquidity covenant would be applicable and (ii) principal repayment would be delayed for a period of up to December 31, 2018. In exchange for agreeing to these modifications, among other things, the exercise price of the Company’s warrants to purchase 4.4 million shares of common stock of CareView was reduced and, subject to the occurrence of certain events, CareView agreed to grant the Company additional equity interests. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | 25. Quarterly Financial Data (Unaudited) Three Months Ended (in thousands, except per share data) December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 Total revenues $ 68,036 $ 62,749 $ 143,835 $ 45,440 Net income attributable to PDL’s stockholders $ 22,336 $ 20,732 $ 60,439 $ 7,241 Net income per basic share $ 0.15 $ 0.14 $ 0.39 $ 0.04 Net income per diluted share $ 0.15 $ 0.14 $ 0.39 $ 0.04 Three Months Ended (in thousands, except per share data) December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 Total revenues $ 66,492 $ 53,638 $ 21,047 $ 103,124 Net income attributable to PDL’s stockholders $ (10,336 ) $ 13,907 $ 4,148 $ 55,887 Net income per basic share $ (0.06 ) $ 0.08 $ 0.03 $ 0.34 Net income per diluted share $ (0.06 ) $ 0.08 $ 0.03 $ 0.34 |
Inventories (Notes)
Inventories (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory [Line Items] | |
Inventory Disclosure [Text Block] | 9. Inventories Inventories consisted of the following: December 31, (in thousands) 2017 2016 Raw materials $ 1,717 $ — Work in process 1,119 1,625 Finished goods 6,311 1,259 Total inventories $ 9,147 $ 2,884 As of December 31, 2017 and 2016, the Company deferred approximately $1.3 million and $0.1 million , respectively, of costs associated with inventory transfer made under the Company’s third party logistic provider (“3PL”) service arrangement. These costs have been recorded as other assets on the Company’s Consolidated Balance Sheets as of December 31, 2017 and 2016. The Company will recognize the cost of product sold as inventory is transferred from 3PL to the Company’s customers. During the years ended December 31, 2017 and 2016, the Company recognized an inventory write-down of $2.0 million and $0.3 million , respectively, predominately related to Noden Products that the Company would not be able to sell prior to its expiration. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets and Goodwill [Abstract] | |
Intangible Assets Disclosure [Text Block] | 11. Intangible Assets Intangible Assets, Net The components of intangible assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 (in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangible assets: Acquired products rights (1) $ 216,690 $ (32,503 ) $ 184,187 $ 216,690 $ (10,834 ) $ 205,856 Customer relationships (1) (2) 26,080 (3,729 ) 22,351 23,880 (1,194 ) 22,686 Acquired technology (2) 9,200 (409 ) 8,791 — — — Acquired trademarks (2) 570 (76 ) 494 — — — $ 252,540 $ (36,717 ) $ 215,823 $ 240,570 $ (12,028 ) $ 228,542 _______________ (1) The Company acquired certain intangible assets as part of the Noden Transaction (see Note 21). They are amortized on a straight-line basis over a weighted average period of 10 years . (2) The Company acquired certain intangible assets as part of the LENSAR transaction (see Note 21). They are amortized over a weighted average period of 15 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationships are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. Amortization expense for the year ended December 31, 2017 and 2016 was $24.7 million and $12.0 million , respectively. Based on the intangible assets recorded at December 31, 2017, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows (in thousands): Fiscal Year Amount 2018 $ 24,990 2019 24,969 2020 24,951 2021 24,934 2022 24,843 Thereafter 91,136 Total remaining estimated amortization expense $ 215,823 |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 21. Business Combinations NODEN TRANSACTION Description of the Noden Transaction On July 1, 2016, Noden Transaction was consummated for cash consideration of $110.0 million that was paid to Novartis on July 1, 2016, the closing date of the acquisition. In addition, pursuant the terms of the Noden Purchase Agreement, Noden Pharma DAC committed to pay Novartis the following amounts in cash: $89.0 million payable on the first anniversary of the closing date, and up to an additional $95.0 million contingent on achievement of sales targets and the date of the launch of a generic drug containing the pharmaceutical ingredient aliskiren. On July 1, 2016, upon the consummation of the Noden Transaction, a noncontrolling interest holder acquired a 6% equity interest in Noden. In May 2017, such equity interest was repurchased for $2.2 million in cash by the Company. The Company accounted for the repurchase in accordance with ASC 810 and recognized the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted for in equity attributable to the Company. The Company determined that Noden shall be consolidated under the voting interest model as of December 31, 2017 and 2016. On July 3, 2017, Noden made the $89.0 million anniversary payment to Novartis pursuant to the terms of the Noden Purchase Agreement, of which $32.0 million was funded by the company in the form of an equity contribution. The Company expects to make additional equity contributions to Noden of at least $38.0 million to fund a portion of certain milestone payments under the Noden Purchase Agreement, subject to the occurrence of such milestones. Fair Value of Consideration Transferred The fair value of consideration transferred totals $244.3 million , which consists of $216.7 million in acquired product rights, $23.9 million in customer relationships, $47.4 million in contingent consideration and $87.0 million in anniversary payments. Contingent consideration includes the future payments that the Company may pay to Novartis based on achieving certain milestones. The contingent consideration was measured at fair value and recognized as of the acquisition date. The Company determined the acquisition date fair value of the contingent consideration obligation based on an income approach derived from the Noden Products revenue estimates and a probability assessment with respect to the likelihood of (a) achieving the level of net sales or (b) there being no generic product launch that would trigger the milestone payments. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will re-measure the contingent consideration obligation to estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled. As of the effective time of the acquisition, the identifiable intangible assets are required to be measured at fair value and these assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of the valuation, it is assumed that all assets will be used in the manner that represents the highest and best use of those assets, but it is not assumed that any market synergies will be achieved. The consideration of synergies has been excluded because they are not considered to be factually supportable. The fair value of identifiable assets is determined primarily using the “income method,” which starts with a forecast of all expected future cash flows. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include, among other factors: the amount and timing of projected future cash flows (including net revenue, cost of product sales, research and development costs, sales and marketing expenses, income tax expense, capital expenditures and working capital requirements) and estimated contributory asset charges; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset. The following table presents a summary of the total fair value of consideration transferred for the Noden Products acquisition: (in thousands) Consideration paid in cash at closing $ 109,938 Discounted anniversary payment 87,007 Fair value of contingent consideration 47,360 Total fair value of consideration transferred $ 244,305 Assets Acquired and Liabilities Assumed In accordance with the authoritative guidance for business combinations, the Noden Transaction was determined to be a business combination and is expected to be accounted for using the acquisition method of accounting. The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date: (in thousands) Acquired product rights $ 216,690 Customer relationships 23,880 Goodwill 3,735 Net intangible assets $ 244,305 The acquired product rights represent developed technology of products approved for sales in the market, which the Company refers to as marketed products, and have finite useful lives. They are amortized on a straight line basis over a weighted average of 10 years . LENSAR TRANSACTION Description of the LENSAR Transaction In December 2016, LENSAR filed the Chapter 11 case with the support of the Company, as its largest senior secured creditor under a credit agreement, as amended, that the Company and LENSAR had entered into in 2013. For a further discussion of the LENSAR transaction and the Chapter 11 case, see Note 8. In January 2017, the Company agreed to provide debtor-in-possession financing of up to $2.8 million in new advances to LENSAR so that it could continue to operate its business during the remainder of the Chapter 11 case. As part of the Chapter 11 case, LENSAR filed a Chapter 11 plan of reorganization, with the Company’s support, under which LENSAR would issue 100% of its equity interests to the Company in exchange for the cancellation of the Company’s claims as a secured creditor in the Chapter 11 case. On April 26, 2017, the bankruptcy court approved the plan of reorganization and on May 11, 2017, LENSAR emerged from bankruptcy. Pursuant to the plan of reorganization, the Company obtained control of 100% of the outstanding voting shares of LENSAR, making it a wholly-owned subsidiary of the Company. All assets of the LENSAR bankruptcy estate re-vested in reorganized LENSAR free and clear of all liens, claims or charges. The consummation of the plan of reorganization related transactions effect binding and valid transfers to reorganized LENSAR with all rights, title and interest in the acquired assets. Upon consummation of the plan of reorganization, all debt owed to the Company was eliminated other than the debtor-in-possession financing, which was carried over into a new exit facility provided by the Company. Liabilities to other creditors, including general unsecured creditors, were satisfied through the plan of reorganization. The Company concluded that the LENSAR transaction shall be accounted in accordance with ASC 805, Business Combinations , that do not involve a transfer of consideration (“combinations by contract”) by applying the acquisition method. Fair Value of Consideration Transferred Contemporaneously with the cancellation of the Company’s notes receivable with a carrying value of $43.9 million , the Company acquired 100% equity interests in LENSAR, at fair value, for $31.7 million resulting in a net loss on extinguishment of notes receivable of $10.6 million . The fair value of the equity interest in LENSAR was determined primarily using the “income method,” which starts with a forecast of all expected future cash flows of the acquired business. The acquisition resulted in a gain on bargain purchase because the fair value of assets acquired and liabilities assumed exceeded the total of the fair value of the equity interest in LENSAR by approximately $9.3 million , net of loss on extinguishment of notes receivable, which was recorded in the Consolidated Statement of Income for the period ended December 31, 2017. Assets Acquired and Liabilities Assumed The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date (in thousands): (in thousands) Cash $ 1,983 Tangible assets 18,647 Intangible assets (1) 11,970 Net deferred tax assets 25,723 Total identifiable assets 58,323 Current liabilities (6,673 ) Total liabilities assumed (6,673 ) Net loss on derecognition of notes receivables (10,615 ) Gain on bargain purchase, net of loss on extinguishment of notes receivable (9,309 ) Total fair value of consideration $ 31,726 ______________ (1) As of the effective date of the transaction, identifiable intangible assets are required to be measured at fair value. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The Company used an income approach to estimate the preliminary fair value of the intangibles which includes technology, trademarks and customer relationships. The assumptions used to estimate the cash flows of the business included a discount rate of 16%, estimated gross margins ranging from 37-72%, income tax rate of 35%, and operating expenses consisting of direct costs based on the anticipated level of revenues. The intangible assets have a weighted-average useful life of approximately 15.0 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationship are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. Pro Forma Impact of Business Combination The following table represents the unaudited consolidated financial information for the Company on a pro forma basis for the years ended December 31, 2017 and 2016, assuming that the Noden Transaction had closed on January 1, 2015 and the LENSAR transaction had closed on January 1, 2016. The historical financial information has been adjusted to give effect to pro forma items that are directly attributable to the acquisition and are expected to have a continuing impact on the consolidated results. Additionally, the following table sets forth unaudited financial information and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future. Year Ended December 31, (in thousands, except per share amounts) 2017 2016 Pro forma revenues $ 325,605 $ 335,112 Pro forma net income $ 107,193 $ 55,897 Pro forma net income per share - basic $ 0.69 $ 0.34 Pro forma net income per share - diluted $ 0.69 $ 0.34 The unaudited pro forma consolidated results include historical revenues and expenses of assets acquired in the Noden Transaction with the following adjustments: • Adjustment to recognize incremental amortization expense based on the fair value of intangibles acquired; • Eliminate non-recurring charges directly related to the acquisition that were included in the historical results of operations for the Company; and • Adjustment to recognize pro forma income tax based on income tax benefit on the amortization of intangible asset at the statutory tax rate of Ireland ( 12.5% ), and the income tax benefit on the interest expense at the statutory tax rate of the United States ( 35.0% ). |
Segment Information (Notes)
Segment Information (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 22. Segment Information Information regarding the Company’s segments for the year ended December 31, 2017 and 2016 is as follows: Revenues by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 235,937 $ 212,632 Pharmaceutical 69,032 31,669 Medical Devices 15,091 — Total revenues $ 320,060 $ 244,301 Net income (net loss) by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 125,759 $ 59,085 Pharmaceutical (5,755 ) 4,521 Medical Devices (9,256 ) — Total net income $ 110,748 $ 63,606 Long-lived assets by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 137 $ 38 Pharmaceutical 822 — Medical Devices 6,263 — Total long-lived assets $ 7,222 $ 38 The operations for the Company’s Pharmaceutical and Medical Devices segments are primarily located in Ireland and the United States, respectively. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 18. Stockholders’ Equity Stock Repurchase Program On March 1, 2017, the Company’s board of directors authorized the repurchase through March 2018 of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $30.0 million pursuant to a share repurchase program. The repurchases under the share repurchase program were made from time to time in the open market or in privately negotiated transactions and were funded from the Company’s working capital. All shares of common stock repurchased under the Company’s share repurchase program were retired and restored to authorized but unissued shares of common stock at June 30, 2017. The Company repurchased 13.3 million shares of its common stock under the share repurchase program during the year ended December 31, 2017 for an aggregate purchase price of $30.0 million , or an average cost of $2.25 per share, including trading commission. On September 25, 2017, the Company’s board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $25.0 million pursuant to a new share repurchase program. As of March 12, 2018, this plan has not been implemented due to prohibitions on trading during black-out periods. Once implemented, under the new share repurchase program, purchases of the Company’s shares may be made from time to time in the open market or in privately negotiated transactions and are to be funded from the Company’s working capital. The amount and timing of such repurchases are dependent upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a Rule 10b5-1 trading plan the Company may implement when it is not otherwise in a trading black-out period. Such a plan would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. All shares of common stock repurchased under the Company’s new share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. The repurchase program may be suspended or discontinued at any time without notice. Cash Dividends On August 3, 2016, the Company’s board of directors decided to eliminate the quarterly cash dividend payment. On May 2, 2016, the Company’s board of directors declared a quarterly dividend of $0.05 per share of common stock to stockholders of record on June 6, 2016. On June 13, 2016, the Company paid $8.2 million in connection with such dividend payment. Unvested restricted stock awards (“RSAs”) as of the record date are also entitled to dividends, which will only be paid when the RSAs vest and are released. On January 26, 2016, the Company’s board of directors declared a quarterly dividend of $0.05 per share of common stock to stockholders of record on March 4, 2016. On March 11, 2016, the Company paid $8.2 million in connection with such dividend payment. Unvested RSAs as of the record date are also entitled to dividends, which will only be paid when the RSAs vest and are released. On January 27, 2015, the Company’s board of directors declared a regular quarterly dividend of $0.15 per share of common stock, which were paid on March 12, June 12, September 11 and December 11 of 2015 to stockholders of record on March 5, June 5, September 4 and December 4 of 2015, the record dates for each of the dividend payments, respectively. The Company paid $98.3 million in dividends in 2015. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable As of December 31, 2017 and 2016, the Company had $76,000 and zero allowance for doubtful accounts, respectively. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when the Company determines that recovery is unlikely and the Company cease collection efforts. |
Basis of Presentation, Policy | Basis of Presentation The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). |
Principles of Consolidation, Policy | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the stockholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification (“ASC”) 810, Consolidations , which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. The Company identifies an entity as a variable interest entity if either: (1) the entity does not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) the entity’s equity investors lack the essential characteristics of a controlling financial interest. The Company performs ongoing qualitative assessments of its variable interest entities to determine whether the Company has a controlling financial interest in any variable interest entity and therefore is the primary beneficiary, and if it has the power to direct activities that impact the activities of the entity. |
Management Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements. The accounting estimates that require management’s most significant, difficult and subjective judgments include the valuation of royalty rights - at fair value, revenue recognition and allowance for customer credits, the valuation of inventory, the assessment of recoverability of goodwill and intangible assets and their estimated useful lives, the valuation and recognition of share-based compensation, the recognition and measurement of current and deferred income tax assets and liabilities, and contingent consideration estimates. Actual results could differ from those estimates. |
Segment Disclosures, Policy | Segment Reporting Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the entity’s chief operating decision maker, in deciding how to allocate resources and in assessing performance. The Company has evaluated its operating segments in accordance with ASC 280, and has identified three reportable segments: Income Generating Assets, Pharmaceutical and Medical Devices at December 31, 2017. |
Cash Equivalents and Investments, Policy | Cash Equivalents The Company considers all highly liquid investments with initial maturities of three months or less at the date of purchase to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure in any one financial instrument. |
Investment, Policy [Policy Text Block] | Investments The Company’s investments include available-for-sale investments, equity method investments and cost method investments in certain publicly traded companies and privately-held companies. All marketable securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, based on quoted market prices and observable inputs, with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. The Company classify marketable securities that are available for use in current operations as current assets in the Consolidated Balance Sheets. Realized gains and losses and declines in value judged to be other than temporary for available-for-sale securities are included in “Interest and other income, net.” The cost of securities sold is based on the specific identification method. On July 1, 2016, Noden Pharma DAC entered into an asset purchase agreement (“Noden Purchase Agreement”) where by it purchased from Novartis Pharma AG (“Novartis”) the exclusive worldwide rights to manufacture, market, and sell the Noden Products and certain related assets and assumed certain related liabilities (the “Noden Transaction”). Upon the consummation of the Noden Transaction, a noncontrolling interest holder acquired a 6% equity interest in Noden. The equity interest of the noncontrolling interest holder was subject to vesting and repurchase rights over a four-year period. In May 2017, such equity interest was repurchased for $2.2 million in cash by the Company. The Company accounted for the repurchase in accordance with ASC 810 and recognized the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted for in equity attributable to the Company. The Company consolidates Noden under the voting interest model as of December 31, 2017 and 2016. For additional information about the consolidation of Noden see Note 21. |
Fair Value Measurements, Policy | Fair Value Measurements The fair value of the Company’s financial instruments are estimates of the amounts that would be received if the Company were to sell an asset or the Company paid to transfer a liability in an orderly transaction between market participants at the measurement date or exit price. The assets and liabilities are categorized and disclosed in one of the following three categories: Level 1 – based on quoted market prices in active markets for identical assets and liabilities; Level 2 – based on quoted market prices for similar assets and liabilities, using observable market based inputs or unobservable market based inputs corroborated by market data, and Level 3 – based on unobservable inputs using management’s best estimate and assumptions when inputs are unavailable. |
Notes Receivable and Other Long-Term Receivables, Policy | Notes Receivable and Other Long-Term Receivables The Company accounts for its notes receivable at amortized cost, net of unamortized origination fees, if any, and adjusted for any allowance for loan losses. Interest is accreted or accrued to “Interest revenue” using the effective interest method. When and if supplemental payments are received from certain of these notes and other long-term receivables, an adjustment to the estimated effective interest rate is affected prospectively. The Company evaluates the collectability of both interest and principal for each note receivable and loan to determine whether it is impaired. A note receivable or loan is considered to be impaired when, based on current information and events, the Company determines it is probable that it will be unable to collect amounts due according to the existing contractual terms. When a note receivable or loan is considered to be impaired, the amount of loss is calculated by comparing the carrying value of the financial asset to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the estimated fair value of the underlying collateral, less costs to sell, if the loan is collateralized and the Company expects repayment to be provided solely by the collateral. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral. The Company records interest on an accrual basis and recognizes it as earned in accordance with the contractual terms of the credit agreement, to the extent that such amounts are expected to be collected. When a note receivable or loan becomes past due, or if management otherwise does not expect that principal, interest, and other obligations due will be collected in full, the Company will generally place the note receivable or loan on non-accrual status and cease recognizing interest income on that note receivable or loan until all principal and interest due has been paid or until such time that the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest related to prior periods is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, the Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. At December 31, 2017 , the Company had three notes receivable investments on non-accrual status with a cumulative investment cost and fair value of approximately $70.7 million and $71.3 million , respectively, compared to four note receivable investments on non-accrual at December 31, 2016 with a cumulative investment cost and fair value of approximately $105.3 million and $107.4 million , respectively. During the years ended December 31, 2017 , 2016 and 2015, the Company recognized losses of zero , $51.1 million and $4.0 million , respectively, on extinguishment of notes receivable. For the year ended December 31, 2017 , the Company recognized $3.1 million of interest revenue for the CareView note receivable investment as result of cash interest payments made during fiscal year of 2017. For the years ended December 31, 2016 and 2015, the Company did not recognize any interest for note receivable investments on non-accrual status. |
Inventory, Policy [Policy Text Block] | Inventory Inventory, which consists of raw material, work-in-process and finished goods, is stated at the lower of cost or market value. The Company determines cost using the first-in, first-out method. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of its expected net realizable value or are in excess of expected requirements. The Company evaluates for potential excess inventory by analyzing current and future product demand relative to the remaining product shelf life. The Company builds demand forecasts by considering factors such as, but not limited to, overall market potential, market share, market acceptance and patient usage. The Company classifies inventory as current on the Consolidated Balance Sheets when the Company expects inventory to be consumed for commercial use within the next twelve months. During the years ended December 31, 2017 and 2016, the Company recognized an inventory write-down of $2.0 million and $0.3 million for the Noden Products that the Company would not be able to sell prior to their expiration. There were no inventory write-downs related to excess and obsolete inventory recorded in the year ended December 31, 2015. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets with finite useful lives consist primarily of acquired product rights and acquired technology and are amortized on a straight-line basis over their estimated useful lives, over 10 to 15 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then, in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. The Company tests goodwill for impairment annually in December and when events or changes in circumstances indicate that the carrying value may not be recoverable. After completing the Company’s impairment review for the Noden reporting unit during the fourth quarter of 2016, the Company concluded that the goodwill of the Noden reporting unit was impaired. The Company recognized a goodwill impairment loss of $3.7 million as of December 31, 2016. |
Property and Equipment, Policy | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation was computed using the straight-line method over the following estimated useful lives: Leasehold improvements Lesser of useful life or term of lease Manufacturing equipment 3-5 years Computer and office equipment 3 years Furniture and fixtures 7 years Equipment under lease Greater of lease term or 5-10 years |
Debt, Policy [Policy Text Block] | Convertible Notes The Company issued the February 2018 Notes with a net share settlement feature, meaning that upon any conversion, the principal amount will be settled in cash and the remaining amount, if any, will be settled in shares of the Company’s common stock. The Company issued the December 2021 Notes with a settlement feature that allows the Company to settle the notes by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of our common stock, at the Company’s election, although it is the current intention that they will be net-share settled. In accordance with accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company separated the principal balance between the fair value of the liability component and the common stock conversion feature using a market interest rate for a similar nonconvertible instrument at the date of issuance. |
Financing Costs Related to Long-term Debt [Policy Text Block] | Financing Costs Related to Long-term Debt Costs associated with obtaining long-term debt are deferred and amortized over the term of the related debt using the effective interest method. Such costs are presented as a direct deduction from the carrying amount of the long-term debt liability, consistent with debt discounts, on the Company’s Consolidated Balance Sheets. |
Product Revenue, Policy | Product Revenue General The Company recognizes revenue from the sale of its products when (i) delivery has occurred, (ii) title has transferred, (iii) the selling price is fixed or determinable, (iv) collectability is reasonably assured and the Company has no further performance obligations. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company exercises judgment in determining that collectability is reasonably assured or that services have been delivered in accordance with the arrangement. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer. Revenues from LENSAR product sales contain multiple elements, including LENSAR ® Laser system(s), disposable consumables, procedures, training, installation, warranty and maintenance services. The LENSAR ® Laser system, training and installation services is one unit of accounting. All other elements are separate units of accounting. Disposable consumables, warranty and maintenance services are also sold on a stand-alone basis. For multiple-element arrangements, revenue is allocated to each unit of accounting based on their relative selling prices. Relative selling prices are based first on vendor specific objective evidence of fair value (“VSOE”), then on third-party evidence of selling price (“TPE”) when VSOE does not exist, and then on management's best estimate of the selling price (“ESP”) when VSOE and TPE do not exist. Because the Company has neither VSOE nor TPE for the LENSAR ® Laser systems, the allocation of revenue is based on ESP for the systems sold. The objective of ESP is to determine the price at which the Company would transact a sale, had the product been sold on a stand-alone basis. The Company determines ESP for the LENSAR ® Laser systems by considering multiple factors, including, but not limited to, features and functionality of the system, geographies, type of customer, and market conditions. The Company regularly reviews ESP and maintain internal controls over establishing and updating these estimates. Revenues from Noden Products sales are recognized when shipped to the customer, which includes wholesalers, distributors and pharmacies. Revenues are recorded net of allowances for customer credits, including estimated chargebacks, rebates, discounts, returns, distribution service fees, patient assistance programs, and government rebates, such as Medicare Part D coverage gap reimbursements in the United States and other deductions and returns in the same period the related sales are recorded. Product shipping and handling costs are included in cost of product revenues. For the period from July 1, 2016 through October 4, 2016, all of the Noden Products were distributed by Novartis under the terms of the Noden Purchase Agreement while transfer of the marketing authorization rights were pending. The Company presents revenue under the Novartis transition arrangement on a “net” basis and established a reserve for retroactive adjustment to the profit split with Novartis. For the period from October 5, 2016 to December 31, 2017, Noden Pharma USA, Inc. distributed the Noden Products in the United States. The Company presented revenue for all sales in the United States on a “gross” basis and established a reserve for allowances. For the period from October 5, 2016 to August 31, 2017, Novartis continued to distribute the Noden products outside of the United States. Beginning on September 1, 2017, Noden Pharma DAC began distributing the Noden Products to select countries outside the United States. The Company presents revenue for Noden Products sold by Novartis outside of the United States on a “net” basis. Provisions Customer Credits : The Company’s customers are offered various forms of consideration, including allowances, service fees and prompt payment discounts. The Company expects the customers will earn prompt payment discounts and, therefore, the Company deducts the full amount of these discounts from total product sales when revenues are recognized. Service fees are also deducted from total product sales as they are earned. Rebates and Discounts : Allowances for rebates include mandated discounts under the Medicaid Drug Rebate Program in the United States and mandated discounts in the European Union in markets where government-sponsored healthcare systems are the primary payers for healthcare. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements or legal requirements with public sector benefit providers. The accrual for rebates is based on statutory discount rates and expected utilization as well as historical data. The Company’s estimates for expected utilization of rebates are based on data received from the customers. Rebates are generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters’ unpaid rebates. If actual future rebates vary from estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Chargebacks : Chargebacks are discounts that occur when certain contracted customers, which currently consist primarily of group purchasing organizations, Public Health Service institutions, non-profit clinics, and Federal government entities purchasing via the Federal Supply Schedule, purchase directly from the Company’s wholesalers. Contracted customers generally purchase the product at a discounted price. The wholesalers, in turn, charges back to the Company the difference between the price initially paid by the wholesalers and the discounted price paid by the contracted customers. In addition to actual chargebacks received, the Company maintains an accrual for chargebacks based on the estimated contractual discounts on the inventory levels on hand in the distribution channel. If actual future chargebacks vary from these estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Medicare Part D Coverage Gap : Medicare Part D prescription drug benefit mandates manufacturers to fund 50% of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. The Company’s estimates for the expected Medicare Part D coverage gap are based on historical invoices received and in part from data received from the Company’s customers. Funding of the coverage gap is generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. If actual future funding varies from estimates, the Company may need to adjust prior period accruals, which would affect revenue in the period of adjustment. Co-payment Assistance : Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. The Company accrues a liability for co-payment assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators. Returns : Returns are generally estimated and recorded based on historical sales and returns information. Products that exhibit unusual sales or return patterns due to dating, competition or other marketing matters are specifically investigated and analyzed as part of the accounting for sales returns accruals. |
Queen et al. Royalty Revenues [Policy Text Block] | Queen et al. Royalty Revenues Under the Company’s license agreements related to patents covering the humanization of antibodies, which it refers to as the Queen et al. patents, the Company receives royalty payments based upon its licensees’ net sales of covered products. Generally, under these agreements, the Company receives royalty reports from its licensees approximately one quarter in arrears; that is, generally in the second month of the quarter after the licensee has sold the royalty-bearing product. The Company recognizes royalty revenues when it can reliably estimate such amounts and collectability is reasonably assured. Under this accounting policy, the royalty revenues the Company reports are not based upon estimates, and such royalty revenues are typically reported in the same period in which the Company receives payment from its licensees. Although the last of the Queen et al. patents expired in December 2014, the Company has received royalties beyond expiration based on the terms of its licenses and its legal settlement. Under the terms of the legal settlement between Genentech, Inc. (“Genentech”) and the Company, the first quarter of 2016 was the last period for which Genentech paid royalties to the Company for Avastin, Herceptin, Xolair, Kadcyla and Perjeta. Other products from the Queen et al. patent licenses, such as Tysabri ® , entitle the Company to royalties following the expiration of its patents with respect to sales of licensed product manufactured prior to patent expiry in jurisdictions providing patent protection licenses. In November 2017, the Company was notified by Biogen, Inc. (“Biogen”) that product supply for Tysabri ® that was manufactured prior to patent expiry, and for which the Company would receive royalties on, had been extinguished in the United States and was rapidly being reduced in other countries. As a result, the Company anticipates royalties from product sales of Tysabri to be substantially lower in 2018 and are expected to cease after the first quarter of 2019. |
Acquired Royalty Rights, Policy | Royalty Rights - At Fair Value Currently, the Company accounts for its investments in royalty rights at fair value with changes in fair value presented in earnings. The fair value of the investments in royalty rights is determined by using a discounted cash flow analysis related to the expected future cash flows to be received. These assets are classified as Level 3 assets within the fair value hierarchy, as the Company’s valuation estimates utilize significant unobservable inputs, including estimates as to the probability and timing of future sales of the related products. Transaction-related fees and costs are expensed as incurred. The changes in the estimated fair value from investments in royalty rights along with cash receipts in each reporting period are presented together on the Company’s Consolidated Statements of Income as a component of revenue under the caption, “Royalty rights - change in fair value.” Realized gains and losses on royalty rights are recognized as they are earned and when collection is reasonably assured. Royalty Rights revenue is recognized over the respective contractual arrangement period. Critical estimates may include product demand and market growth assumptions, inventory target levels, product approval and pricing assumptions. Factors that could cause a change in estimates of future cash flows include a change in estimated market size, a change in pricing strategy or reimbursement coverage, a delay in obtaining regulatory approval, a change in dosage of the product, and a change in the number of treatments. For each arrangement, the Company is entitled to royalty payments based on revenue generated by the net sales of the product. |
Derivatives, Methods of Accounting, Hedge Documentation [Policy Text Block] | Foreign Currency Hedging From time to time, the Company may enter into foreign currency hedges to manage exposures arising in the normal course of business and not for speculative purposes. The Company hedged certain Euro-denominated currency exposures related to royalties associated with its licensees’ product sales with Euro forward contracts. In general, those contracts are intended to offset the underlying Euro market risk in the Company’s royalty revenues. The last of those contracts expired in the fourth quarter of 2015 and was settled in the first quarter of 2016. The Company designated foreign currency exchange contracts used to hedge royalty revenues based on underlying Euro-denominated licensee product sales as cash flow hedges. The fair value of the Euro forward contracts was estimated using pricing models with readily observable inputs from actively quoted markets and was disclosed on a gross basis. The aggregate unrealized gains or losses, net of tax, on the effective component of the hedge was recorded in stockholders’ equity as “Accumulated other comprehensive income.” Realized gains or losses on cash flow hedges are recognized as an adjustment to royalty revenue in the same period that the hedged transaction impacts earnings as royalty revenue. Any gain or loss on the ineffective portion of these hedge contracts is reported in “Interest and other income, net” in the period the ineffectiveness occurs. |
Foreign Currency Hedging, Policy | Foreign Currency Translation The Company uses the U.S. dollar predominately as the functional currency of its foreign subsidiaries. For foreign subsidiaries where the U.S. dollar is the functional currency, gains and losses from remeasurement of foreign currency balances into U.S. dollars are included in the Consolidated Statements of Income. The aggregate net gains (losses) resulting from foreign currency transactions and remeasurement of foreign currency balances into U.S. dollars that were included in the Consolidated Statements of Income was insignificant for all periods presented. |
Comprehensive Income, Policy | Comprehensive Income (Loss) Comprehensive income (loss) comprises net income adjusted for other comprehensive income (loss), using the specific identification method, which includes the changes in unrealized gains and losses on cash flow hedges and changes in unrealized gains and losses on the Company’s investments in available-for-sale securities, all net of tax, which are excluded from the Company’s net income. |
Income Tax, Policy [Policy Text Block] | Income Taxes The provision for income taxes is determined using the asset and liability approach. Tax laws require items to be included in tax filings at different times than the items are reflected in the consolidated financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are adjusted for enacted changes in tax rates and tax laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Any interest and penalties on uncertain tax positions are included within the tax provision. The 2017 Tax Cuts Act made significant changes to the Internal Revenue Code. These changes include a federal corporate tax rate decrease from a top rate of 35% to a flat rate of 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a partial territorial system, and temporary full expensing of certain business assets. The Company recognized in its Consolidated Financial Statements for the year ended December 31, 2017 estimated tax impacts related to the revaluation of deferred tax assets and liabilities. The ultimate impact may differ from these provisional amounts due to additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. The accounting is expected to be complete when the Company’s 2017 U.S. corporate income tax return is filed in 2018. |
Business Combinations Policy [Policy Text Block] | Business Combination The Company applies ASC 805, Business combinations , pursuant to which the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of the (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of an acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Statements of Income. |
Lease, Policy [Policy Text Block] | Lease Accounting and Lease Guarantee The Company accounts for operating leases by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date the Company gains possession of leased property. The Company includes tenant improvement allowances and rent holidays received from landlords and the effect of any rent escalation clauses as adjustments to straight-line rent expense over the expected life of the lease. Capital leases are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under capital leases are recorded in property and equipment, net on the Company’s Consolidated Balance Sheets and depreciated in a manner similar to other property and equipment. Upon the Spin-Off, the Company’s facility leases in Redwood City, California were assigned to Facet. In April 2010, Abbott Laboratories acquired Facet and later renamed the entity AbbVie Biotherapeutics, Inc. (“AbbVie”). However, if AbbVie were to default on its lease obligations, the Company has in substance guaranteed the lease payments for this facility. The Company would also be responsible for lease-related payments including utilities, property taxes, and common area maintenance, which may be as much as the actual lease payments. As of December 31, 2017, the total remaining lease payments, which run through December 2021, were $45.1 million . The carrying value of this lease guarantee was $10.7 million as of December 31, 2017 and is reflected in other long-term liabilities in the Company’s Consolidated Balance Sheet (see Note 15). |
New Accounting Pronouncements, Policy [Policy Text Block] | Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting , intended to improve the accounting for share-based payment transactions as part of its simplification initiative. The ASU requires entities to record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the statement of income. The recognition of excess tax benefits and deficiencies and changes to diluted earnings per share are to be applied prospectively. For tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable, the Company recorded a $7.7 million cumulative-effect adjustment in retained earnings as of the beginning of 2017, the year of adoption. The Company applied the presentation changes for excess tax benefits from financing activities to operating activities in the statement of cash flows using a prospective transition method. The guidance allows for an election to recognize forfeitures as they occur rather than on an estimated basis. The Company will continue to account for forfeitures on an estimated basis. During the year ended December 31, 2017, there were $0.3 million excess tax benefits recognized in the Consolidated Statement of Income and classified as an operating activity in the Consolidated Statement of Cash Flows. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business , included in ASC 805, Business Combinations , which revises the definition of a business. The revised definition clarifies that outputs must be the result of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The guidance will be effective for the Company's annual and interim reporting periods beginning January 1, 2018, and early adoption is permitted. The Company adopted the new definition of a business during the first quarter of 2017, and it did not have a material impact on its business practices, financial condition, results of operations, or disclosures. On February 14, 2018, the FASB issued ASU 2018-02, “ Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ” (“ASU 2018-02”). Under current accounting guidance, the income tax effects for changes in income tax rates and certain other transactions are recognized in income from continuing operations resulting in income tax effects recognized in accumulated other comprehensive income that don’t reflect the current tax rate of the entity (“stranded tax effects”). ASU 2018-02 allows the Company the option to reclassify these stranded tax effects related to the change in the federal income tax rate as a result of the Tax Cuts and Jobs Act to retained earnings. We adopted the provisions of ASU 2018-02 in the fourth quarter of 2017 and elect to reclassify the stranded tax effects related to the Tax Cuts and Job Act from accumulated comprehensive income to retained earnings in the year ended December 31, 2017. As a result of the adoption of ASU 2018-02, the Company’s retained earnings and accumulated other comprehensive loss increased by approximately $0.2 million. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This guidance requires quantitative and qualitative disclosures covering the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including disclosures on significant judgments made when applying the guidance. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of adopting the guidance being recognized at the date of initial application (modified retrospective method). The new standard will be effective as of January 1, 2018 and will be adopted using the modified retrospective method. Based on an assessment performed, the Company concluded that for the Income Generating Asset segment revenue from financial instruments which are accounted for in accordance with ASC 825, Fair Value Option , and will not be subject to the application of ASU 2014-09. As a result, the Company believes that Royalty Rights - At Fair Value are financial instruments that continue to be within the scope of Subtopic 825 and will be specifically exempted from the new revenue standard. Further, revenue from note receivable investments which are accounted for in accordance with ASC 310, Receivables , will not be subject to the application of ASU 2014-09. As a result, the Company believes that note receivable investments are contractual rights and obligations that continue to be within the scope of Subtopic 310 and will be specifically exempted from the new revenue standard. For the Pharmaceutical segment, the Company will accelerate the recognition of revenues that have been recognized on a sell through method to the periods in which the sales occur, subject to the constraint on variable consideration. Except for transactions with third party logistic providers, the change is not expected to have a material impact on the Company’s Consolidated Financial Statements. The Company continues to evaluate the impact of the new guidance to the Medical Devices segment. The Company expects the new disclosure requirements to have an impact to the Company’s existing disclosures, as well as require new disclosures, which will impact the information reported in the Company’s Consolidated Financial Statements. The Company is currently finalizing its evaluation of the effect of the guidance on the Company’s historical financial statements and disclosures. The Company will finalize its accounting assessment and quantitative impact of the adoption of the guidance during the first quarter of fiscal year 2018. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized and required disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , which seeks to increase transparency and comparability among organizations by, among other things, recognizing lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP and disclosing key information about leasing arrangements. ASU No. 2016-02 becomes effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of ASU No. 2016-02 and assessing the impact, it may have on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The new guidance amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. ASU No. 2016-13 has an effective date of the fiscal years beginning December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating ASU 2016-13 and assessing the impact, it may have to the Company’s consolidated results of operations, financial position and cash flows. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The new standard provides for specific guidance how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods with those years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating ASU 2016-15 and assessing the impact, it may have to the Company’s Consolidated Statement of Cash Flows. In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory , which requires companies to account for the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. The new standard is effective for public business entities for annual periods beginning after December 15, 2017 (i.e. 2018 for a calendar-year entity). Early adoption is permitted for all entities as of the beginning of an annual period. The guidance is to be applied using a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. The Company is currently analyzing the impact of ASU No. 2016-16 on the Company’s Consolidated Financial Statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash , which requires entities to show the changes in total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. The reconciliation can either be presented either on the face of the statement of cash flows or in the notes to the consolidated financial statements. The new standard is effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods therein and is to be applied retrospectively. Early adoption is permitted. The Company is currently analyzing the impact of ASU No. 2016-18 on the Company’s Consolidated Financial Statements. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of numerator and denominator in earnings per share | Net Income per Basic and Diluted Share Year Ended December 31, (in thousands, except per share amounts) 2017 2016 2015 Numerator Income attributable to the Company’s stockholders used to compute net income per diluted share $ 110,748 $ 63,606 $ 332,795 Denominator Total weighted-average shares used to compute net income per basic share 155,394 163,805 163,386 Effect of dilutive stock options — — 16 Restricted stock awards 863 387 152 Shares used to compute net income per diluted share 156,257 164,192 163,554 Net income per basic share $ 0.71 $ 0.39 $ 2.04 Net income per diluted share $ 0.71 $ 0.39 $ 2.03 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following tables summarize the changes in Level 3 assets and the gains and losses included in earnings for the year ended December 31, 2017 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets (in thousands) Royalty Rights - At Fair Value Fair value as of December 31, 2016 $ 402,318 Financial instruments settled (108,169 ) Total net change in fair value for the period Change in fair value of royalty rights - at fair value $ 162,327 Proceeds from royalty rights - at fair value $ (107,253 ) Total net change in fair value for the period 55,074 Fair value as of December 31, 2017 $ 349,223 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets Fair Value as of Change of Royalty Rights - Fair Value as of (in thousands) December 31, 2016 Ownership Change in Fair Value December 31, 2017 Depomed $ 164,070 $ — $ 67,968 $ 232,038 VB 14,997 — (617 ) 14,380 U-M 35,386 — (8,617 ) 26,769 ARIAD 108,631 (108,169 ) (462 ) — AcelRx 67,483 — 5,411 72,894 Avinger 1,638 — (1,242 ) 396 KYBELLA 10,113 — (7,367 ) 2,746 $ 402,318 $ (108,169 ) $ 55,074 $ 349,223 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities (in thousands) Anniversary Payment Contingent Consideration Fair value as of December 31, 2016 $ (88,001 ) $ (42,650 ) Total net change in fair value for the period (999 ) 650 Settlement of financial instrument 89,000 — Fair value as of December 31, 2017 $ — $ (42,000 ) |
Schedule of fair value of financial instruments measured on recurring basis | December 31, 2017 December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 417,563 $ — $ — $ 417,563 $ 4 $ — $ — $ 4 Certificates of deposit — — — — — 75,000 — 75,000 Corporate securities 4,848 — — 4,848 — — — — Commercial paper — — — — — 19,987 — 19,987 Warrants — 29 — 29 — 78 — 78 Royalty rights - at fair value — — 349,223 349,223 — — 402,318 402,318 Total $ 422,411 $ 29 $ 349,223 $ 771,663 $ 4 $ 95,065 $ 402,318 $ 497,387 Financial liabilities: Anniversary payment $ — $ — $ — $ — $ — $ — $ 88,001 $ 88,001 Contingent consideration — — 42,000 42,000 — — 42,650 42,650 Total $ — $ — $ 42,000 $ 42,000 $ — $ — $ 130,651 $ 130,651 |
Schedule of fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy | December 31, 2017 December 31, 2016 (in thousands) Carrying Value Fair Value Level 2 Fair Value Level 3 Carrying Value Fair Value Level 2 Fair Value Level 3 Assets: Wellstat Diagnostics note receivable $ 50,191 $ — $ 51,308 $ 50,191 $ — $ 52,260 Hyperion note receivable 1,200 — 1,200 1,200 — 1,200 LENSAR note receivable (1) — — — 43,909 — 43,900 Direct Flow Medical note receivable (2) — — — 10,000 — 10,000 kaléo note receivable (3) — — — 146,685 — 142,539 CareView note receivable 19,346 — 18,750 18,965 — 19,200 Total $ 70,737 $ — $ 71,258 $ 270,950 $ — $ 269,099 Liabilities: February 2018 Notes $ 126,066 $ 126,131 $ — $ 121,595 $ 123,918 $ — December 2021 Notes 117,415 148,028 — 110,848 122,063 — Total $ 243,481 $ 274,159 $ — $ 232,443 $ 245,981 $ — |
Cash Equivalents and Investme37
Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash and available-for-sale securities | The following tables summarize the Company’s cash and available-for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash and cash equivalents, or short-term investments as of December 31, 2017 and 2016 : Reported as: Summary of Cash and Available-For-Sale Securities (in thousands) Adjusted Cost Unrealized Gains Fair Value Cash and Cash Equivalents Short-Term Investments December 31, 2017 Cash $ 109,703 $ — $ 109,703 $ 109,703 $ — Money market funds 417,563 — 417,563 417,563 — Corporate securities 3,353 1,495 4,848 — 4,848 Total $ 530,619 $ 1,495 $ 532,114 $ 527,266 $ 4,848 December 31, 2016 Cash $ 147,150 $ — $ 147,150 $ 147,150 $ — Money market funds 4 — 4 4 — Commercial paper 19,987 — 19,987 — 19,987 Total $ 167,141 $ — $ 167,141 $ 147,154 $ 19,987 |
Foreign Currency Hedging (Table
Foreign Currency Hedging (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the effect of derivative instruments in the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income | The effect of the Company’s derivative instruments in its Consolidated Statements of Income and its Consolidated Statements of Comprehensive Income were as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Net gain (loss) recognized in OCI, net of tax (1) $ — $ — $ 4,626 Gain (loss) reclassified from accumulated OCI into “Queen et al. royalty revenue,” net of tax (2) $ — $ 1,821 $ 5,390 _________________________ (1) Net change in the fair value of the effective portion of cash flow hedges classified in Other Comprehensive Income (“OCI”) (2) Effective portion classified as royalty revenue |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, (in thousands) 2017 2016 Leasehold improvements $ 321 $ 153 Manufacturing equipment 1,393 — Computer and office equipment 10,141 8,995 Furniture and fixtures 137 60 Equipment under lease 6,700 — Total 18,692 9,208 Less accumulated depreciation (11,474 ) (9,170 ) Construction in progress 4 — Property and equipment, net $ 7,222 $ 38 |
Accrued Liabilities Accrued reb
Accrued Liabilities Accrued rebates, chargebacks and other revenue reserves (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Sales Allowances and Accruals Rollforward [Table Text Block] | The following table provides a summary of activity with respect to our sales allowances and accruals for the year ended December 31, 2017: (in thousands) Discount and Distribution Fees Government Rebates and Chargebacks Assistance and Other Discounts Product Return Total Balance at January 1, 2017: $ 2,475 $ 5,514 $ 2,580 $ 1,769 $ 12,338 Allowances for current period sales 8,952 19,541 8,934 3,691 41,118 Allowances for prior period sales — 253 — — 253 Credits/payments for current period sales (5,530 ) (10,823 ) (5,256 ) (1,145 ) (22,754 ) Credits/payments for prior period sales (2,475 ) (5,776 ) (2,080 ) (1,011 ) (11,342 ) Balance at December 31, 2017 $ 3,422 $ 8,709 $ 4,178 $ 3,304 $ 19,613 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments Due | $ 1,133 |
Operating Leases, Future Minimum Payments, Due in Two Years | 1,140 |
Operating Leases, Future Minimum Payments, Due in Three Years | 1,006 |
Operating Leases, Future Minimum Payments, Due in Four Years | 565 |
Operating Leases, Future Minimum Payments, Due in Five Years | 0 |
Operating Leases, Future Minimum Payments, Due Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | $ 3,844 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of carrying value and unamortized discount on December 2021 Notes [Table Text Block] | The carrying value and unamortized discount of the December 2021 Notes were as follows: (in thousands) December 31, 2017 December 31, 2016 Principal amount of the December 2021 Notes $ 150,000 $ 150,000 Unamortized discount of liability component (32,585 ) (39,152 ) Net carrying value of the December 2021 Notes $ 117,415 $ 110,848 |
Schedule of convertible and non-recourse notes activity | (in thousands) February 2018 Notes December 2021 Notes Term Loan Total Balance at December 31, 2015 $ 228,862 $ — $ 24,966 $ 253,828 Issuance and exchange — 150,000 — 150,000 Payment — — (25,000 ) (25,000 ) Repurchase (120,000 ) — — (120,000 ) Non-cash Discount — (3,204 ) — (3,204 ) Non-cash conversion feature — (36,653 ) — (36,653 ) Amortization 12,733 705 34 13,472 Balance at December 31, 2016 121,595 110,848 — 232,443 Amortization 4,471 6,567 — 11,038 Balance at December 31, 2017 $ 126,066 $ 117,415 $ — $ 243,481 |
Schedule of carrying value and unamortized discount on Series 2012 Notes | |
Schedule of interest expense on Series 2012 Notes | Year ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ — $ — $ 80 Amortization of debt issuance costs — — 13 Amortization of debt discount — — 76 Total $ — $ — $ 169 |
Schedule of carrying value and unamortized discount on May 2015 Notes | |
Schedule of interest expense for May 2015 Notes | Year Ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ — $ — $ 1,938 Amortization of debt issuance costs — — 435 Amortization of debt discount — — 1,815 Total $ — $ — $ 4,188 |
Schedule of Maturities of Long-term Debt [Table Text Block] | (in thousands) February 2018 Notes December 2021 Notes Total 2018 $ 126,447 $ — $ 126,447 2019 — — — 2020 — — — 2021 — 150,000 150,000 2022 — — — Thereafter — — — Total $ — $ 150,000 $ 150,000 |
Schedule of carrying value and unamortized discount on February 2018 Notes [Table Text Block] | The carrying value and unamortized discount of the February 2018 Notes were as follows: (in thousands) December 31, 2017 December 31, 2016 Principal amount of the February 2018 Notes $ 126,447 $ 126,447 Unamortized discount of liability component (381 ) (4,852 ) Net carrying value of the February 2018 Notes $ 126,066 $ 121,595 |
Schedule of interest expense for February 2018 Notes [Table Text Block] | Interest expense for the February 2018 Notes on the Company’s Consolidated Statements of Income was as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Contractual coupon interest $ 5,058 $ 9,338 $ 11,786 Amortization of debt issuance costs 1,022 2,863 2,980 Amortization of debt discount 3,449 9,870 10,160 Total $ 9,529 $ 22,071 $ 24,926 |
Schedule of interest expense for December 2021 Notes [Table Text Block] | Interest expense for the December 2021 Notes on the Company’s Consolidated Statements of Income was as follows: Year Ended December 31, (in thousands) 2017 2016 Contractual coupon interest $ 4,125 $ 447 Amortization of debt issuance costs 74 10 Amortization of debt discount 526 75 Amortization of conversion feature 5,967 620 Total $ 10,692 $ 1,152 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | December 31, (in thousands) 2017 2016 Accrued lease liability $ 10,700 $ 10,700 Long-term incentive 1,729 1,995 Deferred tax liability 1,208 — Uncertain tax position 30,682 41,591 Dividend payable 47 270 Other 343 — Total $ 44,709 $ 54,556 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments [Table Text Block] | Stock-based compensation expense for employees and directors and non-employees for the years ended December 31, 2017 , 2016 and 2015 , is presented below: Year Ended December 31, Stock-based Compensation 2017 2016 2015 (in thousands) Employees and directors $ 3,138 $ 3,679 $ 1,952 Non-employees — 63 93 Total $ 3,138 $ 3,742 $ 2,045 |
Schedule of common stock activity available under share-based compensation plans | The total number of shares of common stock authorized for issuance, shares of common stock issued upon exercise of options or grant of restricted stock, shares of common stock subject to outstanding awards and available for grant under this plan as of December 31, 2017 , is as follows: Title of Plan Total Shares of Common Stock Authorized Total Shares of Common Stock Issued Total Shares of Common Stock Outstanding Awards Total Shares of Common Stock Available for Grant 2005 Equity Incentive Plan (1) 6,200,000 4,110,197 — 2,089,803 _________________________ (1) As of December 31, 2017 , there were 2,065,232 shares of unvested restricted stock awards outstanding as issued from the 2005 Equity Incentive Plan. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | A summary of the Company’s restricted stock activity is presented below: 2017 2016 2015 Number of shares (in thousands) Weighted-average grant-date fair value per share Number of shares (in thousands) Weighted-average grant-date fair value per share Number of shares (in thousands) Weighted- average grant-date fair value per share Unvested at beginning of year 1,472 $ 3.96 586 $ 7.13 277 $ 8.39 Awards granted 1,917 $ 2.15 1,264 $ 3.31 522 $ 6.40 Awards vested (749 ) $ 3.78 (366 ) $ 6.65 (173 ) $ 8.38 Forfeited (575 ) $ 3.00 (12 ) $ 7.10 (40 ) $ 7.79 Unvested at end of year 2,065 $ 2.61 1,472 $ 3.96 586 $ 7.13 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | The percentage of total revenue earned from net sales, which individually accounted for 10% or more of the Company’s total revenues, was as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Income Generating Assets: Genentech — 43 % 70 % Biogen 11 % 24 % 9 % Depomed 52 % 13 % 9 % |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Total revenues by geographic area are based on the country of domicile of the counterparty to the agreement, and are as follows: Year Ended December 31, (in thousands) 2017 2016 2015 United States $ 291,448 $ 157,327 $ 339,596 Europe 16,144 82,534 250,852 Rest of World 12,468 4,440 — Total revenues $ 320,060 $ 244,301 $ 590,448 The following tables presents total receivables from licensee and other, which individually account for 10% or more of the Company’s total receivables from licensee and other asset balance: December 31, (in thousands) 2017 2016 Depomed $ — $ 6,000 Cardinal Health $ 3,847 $ 7,663 McKesson $ — $ 9,135 AmerisourceBergen $ 2,982 $ 8,039 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
income before income taxes, by location [Table Text Block] | For financial reporting purposes, income before income taxes includes the following components: Years Ended December 31, (in thousands) 2017 2016 2015 United States $ 195,865 $ 103,656 $ 530,138 Foreign (11,338 ) 5,714 — Total $ 184,527 $ 109,370 $ 530,138 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, (in thousands) 2017 2016 2015 Current income tax expense Federal $ 31,338 $ 49,582 $ 168,164 State 2,843 3,103 12,112 Foreign 529 2,455 — Total current 34,710 55,140 180,276 Deferred income tax expense (benefit) Federal 36,911 (8,476 ) 16,910 State 2,591 147 157 Foreign (386 ) (1,100 ) — Total deferred 39,116 (9,429 ) 17,067 Total provision $ 73,826 $ 45,711 $ 197,343 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, (in thousands) 2017 2016 2015 Tax at U.S. statutory rate on income before income taxes $ 64,589 $ 38,279 $ 185,548 Change in valuation allowance 1,807 (744 ) 2,286 State taxes 1,496 74 1 Change in uncertain tax positions 681 2,184 8,717 Foreign income 3,231 5,668 — Foreign rate differential 1,356 (1,445 ) — Change in tax rate reform 716 — — Other (50 ) 1,695 791 Total $ 73,826 $ 45,711 $ 197,343 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, (in thousands) 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,276 $ 4,197 Research and other tax credits 1,414 1,833 Intangible assets 1,453 494 Stock-based compensation 547 835 Accruals 4,667 1,966 Capital loss carryforward 2,027 1,543 Other 5,878 13,020 Total deferred tax assets 22,262 23,888 Valuation allowance (2,046 ) (1,543 ) Total deferred tax assets, net of valuation allowance 20,216 22,345 Deferred tax liabilities: Deferred gain on repurchase of convertible notes (117 ) (382 ) Debt modifications (1,197 ) (122 ) Intangible assets (16,932 ) (2,584 ) Other (427 ) — Unrealized gain on foreign currency hedge contracts and investments (320 ) — Total deferred tax liabilities (18,993 ) (3,088 ) Net deferred tax assets $ 1,223 $ 19,257 |
Summary of Income Tax Contingencies [Table Text Block] | December 31, (in thousands) 2017 2016 2015 Balance at the beginning of the year $ 59,429 $ 57,125 $ 47,146 Increases related to tax positions from prior fiscal years 783 436 — Increases related to tax positions taken during current fiscal year 18,967 1,868 9,979 Expiration of statute of limitations for the assessment of taxes from prior fiscal years — — — Balance at the end of the year $ 79,179 $ 59,429 $ 57,125 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | (in thousands) Unrealized gain (loss) on available-for- sale securities Unrealized gain (loss) on cash flow hedges Total Accumulated Other Comprehensive Income (Loss) Beginning Balance at December 31, 2014 $ 364 $ 2,585 $ 2,949 Activity for the year ended December 31, 2015 71 (764 ) (693 ) Balance at December 31, 2015 435 1,821 2,256 Activity for the year ended December 31, 2016 (435 ) (1,821 ) (2,256 ) Balance at December 31, 2016 — — — Activity for the year ended December 31, 2017 1,181 — 1,181 Ending Balance at December 31, 2017 $ 1,181 $ — $ 1,181 |
Quarterly Financial Data (Una48
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Three Months Ended (in thousands, except per share data) December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 Total revenues $ 68,036 $ 62,749 $ 143,835 $ 45,440 Net income attributable to PDL’s stockholders $ 22,336 $ 20,732 $ 60,439 $ 7,241 Net income per basic share $ 0.15 $ 0.14 $ 0.39 $ 0.04 Net income per diluted share $ 0.15 $ 0.14 $ 0.39 $ 0.04 Three Months Ended (in thousands, except per share data) December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 Total revenues $ 66,492 $ 53,638 $ 21,047 $ 103,124 Net income attributable to PDL’s stockholders $ (10,336 ) $ 13,907 $ 4,148 $ 55,887 Net income per basic share $ (0.06 ) $ 0.08 $ 0.03 $ 0.34 Net income per diluted share $ (0.06 ) $ 0.08 $ 0.03 $ 0.34 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following: December 31, (in thousands) 2017 2016 Raw materials $ 1,717 $ — Work in process 1,119 1,625 Finished goods 6,311 1,259 Total inventories $ 9,147 $ 2,884 |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets and Goodwill [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of intangible assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 (in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Finite-lived intangible assets: Acquired products rights (1) $ 216,690 $ (32,503 ) $ 184,187 $ 216,690 $ (10,834 ) $ 205,856 Customer relationships (1) (2) 26,080 (3,729 ) 22,351 23,880 (1,194 ) 22,686 Acquired technology (2) 9,200 (409 ) 8,791 — — — Acquired trademarks (2) 570 (76 ) 494 — — — $ 252,540 $ (36,717 ) $ 215,823 $ 240,570 $ (12,028 ) $ 228,542 _______________ (1) The Company acquired certain intangible assets as part of the Noden Transaction (see Note 21). They are amortized on a straight-line basis over a weighted average period of 10 years . (2) The Company acquired certain intangible assets as part of the LENSAR transaction (see Note 21). They are amortized over a weighted average period of 15 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationships are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Based on the intangible assets recorded at December 31, 2017, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows (in thousands): Fiscal Year Amount 2018 $ 24,990 2019 24,969 2020 24,951 2021 24,934 2022 24,843 Thereafter 91,136 Total remaining estimated amortization expense $ 215,823 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date (in thousands): (in thousands) Cash $ 1,983 Tangible assets 18,647 Intangible assets (1) 11,970 Net deferred tax assets 25,723 Total identifiable assets 58,323 Current liabilities (6,673 ) Total liabilities assumed (6,673 ) Net loss on derecognition of notes receivables (10,615 ) Gain on bargain purchase, net of loss on extinguishment of notes receivable (9,309 ) Total fair value of consideration $ 31,726 ______________ (1) As of the effective date of the transaction, identifiable intangible assets are required to be measured at fair value. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The Company used an income approach to estimate the preliminary fair value of the intangibles which includes technology, trademarks and customer relationships. The assumptions used to estimate the cash flows of the business included a discount rate of 16%, estimated gross margins ranging from 37-72%, income tax rate of 35%, and operating expenses consisting of direct costs based on the anticipated level of revenues. The intangible assets have a weighted-average useful life of approximately 15.0 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationship are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table presents a summary of the total fair value of consideration transferred for the Noden Products acquisition: (in thousands) Consideration paid in cash at closing $ 109,938 Discounted anniversary payment 87,007 Fair value of contingent consideration 47,360 Total fair value of consideration transferred $ 244,305 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date: (in thousands) Acquired product rights $ 216,690 Customer relationships 23,880 Goodwill 3,735 Net intangible assets $ 244,305 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, (in thousands, except per share amounts) 2017 2016 Pro forma revenues $ 325,605 $ 335,112 Pro forma net income $ 107,193 $ 55,897 Pro forma net income per share - basic $ 0.69 $ 0.34 Pro forma net income per share - diluted $ 0.69 $ 0.34 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Information regarding the Company’s segments for the year ended December 31, 2017 and 2016 is as follows: Revenues by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 235,937 $ 212,632 Pharmaceutical 69,032 31,669 Medical Devices 15,091 — Total revenues $ 320,060 $ 244,301 Net income (net loss) by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 125,759 $ 59,085 Pharmaceutical (5,755 ) 4,521 Medical Devices (9,256 ) — Total net income $ 110,748 $ 63,606 Long-lived assets by segment Year Ended December 31, (in thousands) 2017 2016 Income Generating Assets $ 137 $ 38 Pharmaceutical 822 — Medical Devices 6,263 — Total long-lived assets $ 7,222 $ 38 The operations for the Company’s Pharmaceutical and Medical Devices segments are primarily located in Ireland and the United States, respectively. |
Organization and Business (Narr
Organization and Business (Narrative) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Principal Transaction Revenue [Line Items] | |
Number of Reportable Segments | 3 |
Transactions consummated | 17 |
Outstanding transactions | 9 |
Debt transactions [Member] | |
Principal Transaction Revenue [Line Items] | |
Strategic initiative funds deployed to date | $ 20 |
Outstanding transactions | 1 |
Other Commitment | $ 40 |
Royalty transactions [Member] | |
Principal Transaction Revenue [Line Items] | |
Strategic initiative funds deployed to date | $ 396.1 |
Outstanding transactions | 5 |
Other Commitment | $ 397.1 |
Hybrid royalty/debt transaction [Member] | |
Principal Transaction Revenue [Line Items] | |
Strategic initiative funds deployed to date | 44 |
Other Commitment | 44 |
Noden transaction [Member] | |
Principal Transaction Revenue [Line Items] | |
Strategic initiative funds deployed to date | 179 |
Other Commitment | $ 202 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies 1 (Narrative) (Detail) $ in Thousands | Jan. 03, 2018 | May 09, 2017USD ($) | Jul. 02, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 01, 2016 |
Financing Receivable, Impaired [Line Items] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||
Cumulative Effect on Retained Earnings, Tax | $ 7,700 | ||||||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 45,100 | ||||||
Federal income tax rate | 21.00% | 35.00% | |||||
Goodwill, Impairment Loss | $ 0 | $ 3,735 | $ 0 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 6.00% | ||||||
Maximum maturity period of investments considered as cash equivalents | 3 months | ||||||
Number of notes receivable investments on non-accrual | 3 | 4 | |||||
Accounts and Notes Receivable, Net | $ 70,700 | $ 105,300 | |||||
Number of Reportable Segments | 3 | ||||||
Notes Receivable, Fair Value Disclosure | $ 71,300 | 107,400 | |||||
Payments to Acquire Equity Method Investments | $ 2,200 | $ 110,000 | |||||
Write off of financial instruments | 0 | 51,100 | 4,000 | ||||
Interest revenue | 17,744 | 30,404 | $ 36,202 | ||||
Accrued lease liability | 10,700 | $ 10,700 | |||||
Excess Tax Benefit from Share-based Compensation, Operating Activities | 300 | ||||||
CareView [Member] | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Interest revenue | $ 3,100 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies (Schedule of Property and Equipment of Estimated Useful Lives) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Computer and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life (in years) | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life (in years) | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life (in description) | Lesser of useful life or term of lease |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life (in description) | 3-5 years |
Equipment Leased to Other Party [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life (in description) | Greater of lease term or 5-10 years |
Net Income per Share (Narrative
Net Income per Share (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 22, 2016 | Nov. 20, 2015 | Feb. 12, 2014 | |
Stock Options [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities Excluded from Computation of Earnings Per Share (in Shares) | 502,000 | 0 | 41,000 | |||
Restricted Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities Excluded from Computation of Earnings Per Share (in Shares) | 1,830,000 | 1,107,000 | 450,000 | |||
February 2018 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Debt | $ 126,066 | $ 121,595 | $ 126,400 | $ 246,400 | $ 300,000 | |
February 2018 Notes [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities Excluded from Computation of Earnings Per Share (in Shares) | 12,200,000 | 12,200,000 | 23,800,000 | |||
February 2018 Notes [Member] | Purchased Call Options [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities Excluded from Computation of Earnings Per Share (in Shares) | 13,800,000 | 13,800,000 | 26,900,000 | |||
December 2021 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Debt | $ 117,415 | $ 110,848 | $ 150,000 | $ 150,000 |
Net Income per Share (Net Incom
Net Income per Share (Net Income Per Basic and Diluted Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator | |||||||||||
Income used to compute net income per diluted share | $ 110,748 | $ 63,606 | $ 332,795 | ||||||||
Denominator | |||||||||||
Total weighted-average shares used to compute net income per basic share (in Shares) | 155,394 | 163,805 | 163,386 | ||||||||
Diluted (in Shares) | 156,257 | 164,192 | 163,554 | ||||||||
Net income per basic share (in Dollars per Share) | $ 0.15 | $ 0.14 | $ 0.39 | $ 0.04 | $ (0.06) | $ 0.08 | $ 0.03 | $ 0.34 | $ 0.71 | $ 0.39 | $ 2.04 |
Net income per diluted share (in Dollars per Share) | $ 0.15 | $ 0.14 | $ 0.39 | $ 0.04 | $ (0.06) | $ 0.08 | $ 0.03 | $ 0.34 | $ 0.71 | $ 0.39 | $ 2.03 |
Stock Options [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional shares included in the calculation of diluted EPS (in Shares) | 0 | 0 | 16 | ||||||||
Restricted Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional shares included in the calculation of diluted EPS (in Shares) | 863 | 387 | 152 |
Net Income per Share (Net Inc58
Net Income per Share (Net Income Per Basic and Diluted Share) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Estimated tax on interest expense on convertible notes | $ 0 | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) | Jan. 07, 2018 | Sep. 21, 2017 | Dec. 13, 2016 | Sep. 21, 2016 | Jul. 08, 2016 | Jun. 02, 2016 | Sep. 22, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Jul. 03, 2017 | Jul. 09, 2016 | Jul. 01, 2016 | Sep. 18, 2015 | Jul. 28, 2015 | Nov. 06, 2014 | Jun. 26, 2014 | Oct. 18, 2013 |
Accounts and Notes Receivable, Net | $ 70,700,000 | $ 105,300,000 | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 349,223,000 | 402,318,000 | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (108,169,000) | ||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 55,074,000 | ||||||||||||||||||
Other Long-term Investments | 75,000,000 | $ 75,000,000 | |||||||||||||||||
Repayment of notes receivable | 8,190,000 | 0 | $ 0 | ||||||||||||||||
Accounts Receivable, Net, Noncurrent | 1,400,000 | $ 1,400,000 | |||||||||||||||||
Cash payment for purchase of royalty right | $ 65,600,000 | ||||||||||||||||||
Royalty rights - at fair value | 349,223,000 | 402,318,000 | |||||||||||||||||
Percentage of royalty acquired | 75.00% | ||||||||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 6,000,000 | $ 5,000,000 | $ 6,000,000 | ||||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 2,000,000 | ||||||||||||||||||
Change in fair value of acquired royalty rights, Level 3 Rollforward | 162,327,000 | 16,196,000 | |||||||||||||||||
Write off of financial instruments | 0 | 51,100,000 | 4,000,000 | ||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (349,000) | 3,716,000 | |||||||||||||||||
Notes Receivable, Fair Value Disclosure | 71,300,000 | 107,400,000 | |||||||||||||||||
Interest revenue | 17,744,000 | 30,404,000 | $ 36,202,000 | ||||||||||||||||
Transfers from level 1 to level 2, amount | 0 | ||||||||||||||||||
Transfers from level 2 to level 1, amount | $ 0 | 0 | |||||||||||||||||
VB [Member] | |||||||||||||||||||
Fair Value Inputs, Discount Rate | 15.00% | ||||||||||||||||||
Fair Value Measurements, Sensitivity Analysis, Description | Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $1.4 million or increase by $1.7 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $0.4 million or decrease by $0.4 million, respectively. | ||||||||||||||||||
Royalty rights - at fair value | $ 14,400,000 | ||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 14,400,000 | ||||||||||||||||||
University of Michigan [Member] | |||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 12.80% | ||||||||||||||||||
Fair Value Measurements, Sensitivity Analysis, Description | Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $1.4 million or increase by $1.6 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $0.7 million or decrease by $0.7 million, respectively. | ||||||||||||||||||
Royalty rights - at fair value | $ 26,800,000 | ||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 26,800,000 | ||||||||||||||||||
Depomed [Member] | |||||||||||||||||||
Cash payment for purchase of royalty right | $ 240,500,000 | ||||||||||||||||||
Purchase of royalty right | 241,300,000 | ||||||||||||||||||
Royalty right purchase transaction costs | $ 800,000 | ||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 10.00% | ||||||||||||||||||
Fair Value Measurements, Sensitivity Analysis, Description | Should these discount rates increase or decrease by 2.5%, the fair value of the asset could decrease by $14.1 million or increase by $16.2 million, respectively. A third-party expert was engaged to assist management develop its original estimate of the expected future cash flows. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from those estimates. The Company periodically assesses the expected future cash flows and to the extent such payments are greater or less than its initial estimates, or the timing of such payments is materially different than the original estimates, the Company will adjust the estimated fair value of the asset. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $5.8 million or decrease by $5.8 million, respectively. | ||||||||||||||||||
Royalty rights - at fair value | $ 232,000,000 | ||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 232,000,000 | $ 15,500,000 | |||||||||||||||||
ARIAD [Member] | |||||||||||||||||||
Purchase of royalty right | $ 100,000,000 | ||||||||||||||||||
Royalty Guarantees, Commitments, Amount | 200,000,000 | ||||||||||||||||||
ARIAD [Member] | Tranche 1 [Member] | |||||||||||||||||||
Purchase of royalty right | 50,000,000 | ||||||||||||||||||
ARIAD [Member] | Tranche 3 [Member] | |||||||||||||||||||
Cash payment for purchase of royalty right | $ 100,000,000 | ||||||||||||||||||
AcelRx [Member] | |||||||||||||||||||
Purchase of royalty right | $ 65,000,000 | ||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 13.40% | ||||||||||||||||||
Fair Value Measurements, Sensitivity Analysis, Description | Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $9.9 million or increase by $12.2 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $1.8 million or decrease by $1.8 million, respectively. | ||||||||||||||||||
Royalty rights - at fair value | $ 72,900,000 | ||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 72,900,000 | ||||||||||||||||||
Percentage of royalty acquired | 75.00% | ||||||||||||||||||
Kybella [Member] | |||||||||||||||||||
Purchase of royalty right | $ 9,500,000 | ||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 14.40% | ||||||||||||||||||
Fair Value Measurements, Sensitivity Analysis, Description | Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $0.2 million or increase by $0.3 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $69,000 or decrease by $69,000, respectively. | ||||||||||||||||||
Royalty rights - at fair value | $ 2,700,000 | ||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | 2,700,000 | ||||||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 1,000,000 | ||||||||||||||||||
kaleo Note Receivable [Member] | |||||||||||||||||||
Repayment of notes receivable | $ 141,700,000 | ||||||||||||||||||
Avinger [Member] | |||||||||||||||||||
Repayment of notes receivable | $ 21,400,000 | ||||||||||||||||||
Contingent Consideration [Member] | |||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | (42,000,000) | (42,650,000) | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 650,000 | ||||||||||||||||||
Anniversary Payment [Member] | |||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | $ (88,001,000) | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (999,000) | ||||||||||||||||||
Noden [Member] | Cash to be paid [Member] | |||||||||||||||||||
Other Commitment | $ 89,000,000 | ||||||||||||||||||
CareView [Member] | |||||||||||||||||||
Interest revenue | $ 3,100,000 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments Measured at Fair Value on a Recurring Basis) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 03, 2017 | Dec. 31, 2016 | Jul. 01, 2016 |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 42,000 | $ 130,651 | ||
Financial assets: | ||||
Warrants and Rights Outstanding | 29 | 78 | ||
Royalty rights - at fair value | 349,223 | 402,318 | ||
Assets, Fair Value | 771,663 | 497,387 | ||
Financial liabilites: | ||||
Anniversary payment | 0 | $ 89,000 | 88,001 | $ 87,000 |
Business Combination, Contingent Consideration, Liability, Noncurrent | 42,000 | 42,650 | ||
Commercial Paper [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 0 | 19,987 | ||
Certificates of Deposit [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 0 | 75,000 | ||
Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 417,563 | 4 | ||
Equity Securities [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 4,848 | 0 | ||
Fair Value Level 1 [Member] | ||||
Financial assets: | ||||
Assets, Fair Value | 422,411 | 4 | ||
Fair Value Level 1 [Member] | Certificates of Deposit [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 0 | 0 | ||
Fair Value Level 1 [Member] | Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 417,563 | 4 | ||
Fair Value Level 1 [Member] | Equity Securities [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 4,848 | 0 | ||
Fair Value Level 2 [Member] | ||||
Financial assets: | ||||
Warrants and Rights Outstanding | 29 | 78 | ||
Assets, Fair Value | 29 | 95,065 | ||
Fair Value Level 2 [Member] | Commercial Paper [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 0 | 19,987 | ||
Fair Value Level 2 [Member] | Certificates of Deposit [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 75,000 | |||
Fair Value Level 2 [Member] | Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 0 | 0 | ||
Fair Value Level 2 [Member] | Equity Securities [Member] | ||||
Financial assets: | ||||
Available for Sale Securities, Fair Value | 0 | |||
Fair Value Level 3 [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 42,000 | 130,651 | ||
Financial assets: | ||||
Royalty rights - at fair value | 349,223 | 402,318 | ||
Assets, Fair Value | 349,223 | 402,318 | ||
Financial liabilites: | ||||
Anniversary payment | 0 | 88,001 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 42,000 | $ 42,650 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value of Assets and Liabilities not Subject to Fair Value Recognition) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | |||
Notes Receivable, Fair Value Disclosure | $ 71,300 | $ 107,400 | |
Assets, Fair Value Disclosure | 771,663 | 497,387 | |
Liabilities: | |||
Notes Payable, Carrying Value | 243,481 | 232,443 | $ 253,828 |
February 2018 Notes [Member] | |||
Liabilities: | |||
Notes Payable, Carrying Value | 126,066 | 121,595 | 228,862 |
December 2021 Notes [Member] | |||
Liabilities: | |||
Notes Payable, Carrying Value | 117,415 | 110,848 | $ 0 |
Wellstat Note Receivable [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 50,191 | 50,191 | |
Hyperion [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 1,200 | 1,200 | |
LENSAR Note Receivable [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 0 | 43,909 | |
Direct Flow Medical Note Receivable [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 0 | 10,000 | |
Kaleo [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 0 | 146,685 | |
CareView [Member] | |||
Assets | |||
Notes receivable, Carrying Value | 19,346 | 18,965 | |
Fair Value Level 2 [Member] | |||
Assets | |||
Assets, Fair Value Disclosure | 29 | 95,065 | |
Liabilities: | |||
Notes payable, Fair Value | 274,159 | 245,981 | |
Fair Value Level 2 [Member] | February 2018 Notes [Member] | |||
Liabilities: | |||
Notes payable, Fair Value | 126,131 | 123,918 | |
Fair Value Level 2 [Member] | December 2021 Notes [Member] | |||
Liabilities: | |||
Notes payable, Fair Value | 148,028 | 122,063 | |
Fair Value Level 2 [Member] | Wellstat Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 2 [Member] | Hyperion [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 2 [Member] | LENSAR Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 2 [Member] | Direct Flow Medical Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 2 [Member] | Kaleo [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 2 [Member] | CareView [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 0 | |
Fair Value Level 3 [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 71,258 | 269,099 | |
Assets, Fair Value Disclosure | 349,223 | 402,318 | |
Liabilities: | |||
Notes payable, Fair Value | 0 | 0 | |
Fair Value Level 3 [Member] | February 2018 Notes [Member] | |||
Liabilities: | |||
Notes payable, Fair Value | 0 | 0 | |
Fair Value Level 3 [Member] | December 2021 Notes [Member] | |||
Liabilities: | |||
Notes payable, Fair Value | 0 | 0 | |
Fair Value Level 3 [Member] | Wellstat Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 51,308 | 52,260 | |
Fair Value Level 3 [Member] | Hyperion [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 1,200 | 1,200 | |
Fair Value Level 3 [Member] | LENSAR Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 43,900 | |
Fair Value Level 3 [Member] | Direct Flow Medical Note Receivable [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 10,000 | |
Fair Value Level 3 [Member] | Kaleo [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 0 | 142,539 | |
Fair Value Level 3 [Member] | CareView [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | 18,750 | 19,200 | |
Assets [Member] | |||
Assets | |||
Assets, Fair Value Disclosure | 70,737 | 270,950 | |
Assets [Member] | Fair Value Level 2 [Member] | |||
Assets | |||
Notes Receivable, Fair Value Disclosure | $ 0 | $ 0 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Schedule of Fair Value of Financial Instruments Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 349,223 | $ 402,318 | |
Change in fair value of acquired royalty rights, Level 3 Rollforward | 162,327 | 16,196 | |
Payments for (Proceeds from) Productive Assets | (107,253) | (72,582) | $ (43,407) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (349) | $ 3,716 |
Fair Value Measurements Fair 63
Fair Value Measurements Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 349,223 | $ 402,318 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (108,169) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 55,074 | |
Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 349,223 | 402,318 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (108,169) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 55,074 | |
Depomed [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 232,038 | 164,070 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 67,968 | |
VB [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 14,380 | 14,997 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (617) | |
University of Michigan [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 26,769 | 35,386 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (8,617) | |
ARIAD [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 108,631 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (108,169) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (462) | |
AcelRx [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 72,894 | 67,483 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 5,411 | |
Avinger [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 396 | 1,638 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (1,242) | |
Kybella [Member] | Royalty right [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 2,746 | $ 10,113 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (7,367) |
Cash Equivalents and Investme64
Cash Equivalents and Investments (Narrative) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | ||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $ 1,200,000 | $ 0 |
Gains (losses) on sales of available-for-sale securities | $ 0 | $ 882,000 |
Cash Equivalents and Investme65
Cash Equivalents and Investments (Summary of Cash and Available-For-Sale Securities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-For-Sale Securities [Line Items] | ||||
Adjusted Cost | $ 530,619 | $ 167,141 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,495 | 0 | ||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 532,114 | 167,141 | ||
Cash and Cash Equivalents | 527,266 | 147,154 | $ 218,883 | $ 291,377 |
Short-Term Marketable Securities | 4,848 | 19,987 | ||
Cash [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Adjusted Cost | 109,703 | 147,150 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | ||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 109,703 | 147,150 | ||
Cash and Cash Equivalents | 109,703 | 147,150 | ||
Short-Term Marketable Securities | 0 | 0 | ||
Money Market Funds [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Adjusted Cost | 417,563 | 4 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | ||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 417,563 | 4 | ||
Cash and Cash Equivalents | 417,563 | 4 | ||
Short-Term Marketable Securities | 0 | 0 | ||
Equity Securities [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Adjusted Cost | 3,353 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,495 | |||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 4,848 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Marketable Securities | $ 4,848 | |||
Commercial Paper [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Adjusted Cost | 19,987 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | |||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 19,987 | |||
Cash and Cash Equivalents | 0 | |||
Short-Term Marketable Securities | $ 19,987 |
Foreign Currency Hedging (Sched
Foreign Currency Hedging (Schedule of Effect of Derivative Instruments in Consolidated Statements of Income and Consolidated Statements of Comprehensive Income) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Derivative [Line Items] | ||||
Net gain (loss) recognized in OCI, net of tax | [1] | $ 0 | $ 0 | $ 4,626 |
Gain (loss) reclassified from accumulated OCI into royalty revenue, net of tax | [2] | $ 0 | $ 1,821 | $ 5,390 |
[1] | (1) Net change in the fair value of the effective portion of cash flow hedges classified in Other Comprehensive Income (“OCI”) | |||
[2] | (2) Effective portion classified as royalty revenue |
Notes Receivable and Other Lo67
Notes Receivable and Other Long-term Receivables (Narrative) (Detail) $ / shares in Units, shares in Millions | Jan. 07, 2018USD ($) | Sep. 21, 2017USD ($) | Feb. 14, 2017USD ($) | Feb. 09, 2017USD ($) | Feb. 06, 2017USD ($) | Dec. 30, 2016USD ($) | Aug. 26, 2016USD ($) | Jul. 16, 2016$ / shares | Oct. 27, 2015USD ($) | Sep. 22, 2015USD ($) | Jun. 26, 2015USD ($)$ / sharesshares | Nov. 10, 2014USD ($) | Feb. 14, 2014USD ($) | Nov. 05, 2013USD ($) | Oct. 03, 2013USD ($) | Aug. 15, 2013USD ($) | Feb. 28, 2013 | Jan. 31, 2013USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Apr. 30, 2018 | Sep. 30, 2017USD ($) | Mar. 01, 2017USD ($) | Nov. 14, 2016USD ($) | Sep. 29, 2016$ / shares | Sep. 12, 2016USD ($)$ / shares | Aug. 25, 2016USD ($) | Jul. 15, 2016USD ($) | Dec. 15, 2015USD ($)shares | Oct. 28, 2015USD ($) | Oct. 07, 2015$ / shares | Sep. 29, 2015USD ($) | May 12, 2015USD ($) | Nov. 09, 2014 | Apr. 01, 2014USD ($) | Feb. 06, 2014$ / shares | Nov. 06, 2013USD ($) | Jun. 28, 2013USD ($) | Mar. 05, 2013USD ($) | Nov. 02, 2012USD ($) | Jan. 27, 2012USD ($) |
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Premiums, Percentage Assumed to Net | 1.00% | ||||||||||||||||||||||||||||||||||||||||||
Gain Contingency, Unrecorded Amount | $ 56,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Repayment of notes receivable | 8,190,000 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net, Noncurrent | 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Shares | shares | 1.7 | ||||||||||||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 7.97 | ||||||||||||||||||||||||||||||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | $ 8,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | 29,000 | 78,000 | |||||||||||||||||||||||||||||||||||||||||
License and other | $ 500,000 | $ 19,451,000 | $ (126,000) | $ 723,000 | |||||||||||||||||||||||||||||||||||||||
Equity investment, shares held (shares) | shares | 4.4 | ||||||||||||||||||||||||||||||||||||||||||
Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 53,900,000 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 5.00% | ||||||||||||||||||||||||||||||||||||||||||
Financing Receivable, Net | $ 50,200,000 | ||||||||||||||||||||||||||||||||||||||||||
Avinger [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Repayment of notes receivable | $ 21,400,000 | ||||||||||||||||||||||||||||||||||||||||||
LENSAR [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 40,000,000 | $ 42,000,000 | |||||||||||||||||||||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 15.50% | 18.50% | |||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 60,000,000 | ||||||||||||||||||||||||||||||||||||||||||
DirectFlow [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 1,000,000 | $ 1,500,000 | $ 1,500,000 | $ 35,000,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 13.50% | ||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 15,000,000 | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable, Net, Current | $ 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||
Financing Receivables, Impaired, Troubled Debt Restructuring, Write-down | $ 51,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Sale of Other Assets | $ 700,000 | $ 500,000 | $ 7,000,000 | ||||||||||||||||||||||||||||||||||||||||
Hyperion [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 2,300,000 | ||||||||||||||||||||||||||||||||||||||||||
First minimum payment | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of payments to be received | 2 | ||||||||||||||||||||||||||||||||||||||||||
Periodic contractual payments | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||
Paradigm Spine [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 50,000,000 | $ 54,700,000 | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 13.00% | ||||||||||||||||||||||||||||||||||||||||||
Repayment of notes receivable | $ 57,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 7,000,000 | $ 75,000,000 | |||||||||||||||||||||||||||||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Tranche 2 of note receivable | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||
kaleo Note Receivable [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 150,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Repayment of notes receivable | $ 141,700,000 | ||||||||||||||||||||||||||||||||||||||||||
Alphaeon [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Investment estimated fair value, per share | $ / shares | $ 3.84 | ||||||||||||||||||||||||||||||||||||||||||
CareView [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 13.50% | ||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 40,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Tranche 1 of note receivable | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Tranche 2 of note receivable | $ 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 4.4 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Credit Agreement [Member] | Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 40,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Credit agreement, stated interest rate (in Percent) | 5.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds received under remedies available for borrower's breach of terms credit agreement | $ 8,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 8,700,000 | ||||||||||||||||||||||||||||||||||||||||||
Financing Receivable, Modifications, Post-Modification Recorded Investment | $ 44,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Forbearance period under terms of credit agreement (in Duration) | 120 days | ||||||||||||||||||||||||||||||||||||||||||
Credit Agreement [Member] | LENSAR [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 2,800,000 | ||||||||||||||||||||||||||||||||||||||||||
Initial Loan [Member] | Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing Receivable, Modifications, Pre-Modification Recorded Investment | 33,700,000 | ||||||||||||||||||||||||||||||||||||||||||
Additional Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | $ 800,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||
Additional Loan [Member] | Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||
Additional Loan [Member] | LENSAR [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Royalty Agreement [Member] | Avinger [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Reduction in royalty rate (in percent) | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Term loan and interest [Member] | Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing Receivable, Modifications, Pre-Modification Recorded Investment | 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||
Forbearance principal and interest [Member] | Wellstat Diagnostics [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing Receivable, Modifications, Pre-Modification Recorded Investment | $ 9,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Tranche three [Member] | DirectFlow [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Financing receivable, gross | $ 5,000,000 |
Property and Equipment (Propert
Property and Equipment (Property and Equipment) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Leasehold Improvements, Gross | $ 321 | $ 153 |
Machinery and Equipment, Gross | 1,393 | 0 |
Computer and office equipment | 10,141 | 8,995 |
Furniture and Fixtures, Gross | 137 | 60 |
Capital Leased Assets, Gross | 6,700 | 0 |
Property, Plant and Equipment, Gross | 18,692 | 9,208 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (11,474) | (9,170) |
Construction in Progress, Gross | 4 | 0 |
Property, Plant and Equipment, Net | $ 7,222 | $ 38 |
Accrued Liabilities (Accrued Li
Accrued Liabilities (Accrued Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Compensation | $ 6,043 | $ 3,131 |
Interest | 2,451 | 2,554 |
Deferred Revenue | 9,741 | 0 |
Dividend payable | 79 | 21 |
Customer Advances, Current | 3,198 | 0 |
Legal | 595 | 1,594 |
Other | 3,514 | 2,028 |
Customer Refundable Fees | 647 | 8,909 |
Accrued rebate liability | 19,613 | 12,338 |
Total | $ 45,881 | $ 30,575 |
Accrued Liabilities Accrued r70
Accrued Liabilities Accrued rebates, chargebacks and other reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Discount and Distribution Fees | $ 3,422 | $ 2,475 |
Government rebates and chargebacks | 8,709 | 5,514 |
Assistance and Other Discounts | 4,178 | 2,580 |
Product return | 3,304 | 1,769 |
Accrued liabilities, amounts received in advance of revenue recognition | $ 19,613 | $ 12,338 |
Commitments and Contingencies71
Commitments and Contingencies (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 03, 2017 | Jul. 01, 2016 | Jun. 29, 2016 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||
Purchase Obligation | $ 1,300 | |||||
Operating Leases, Rent Expense | 800 | $ 300 | $ 200 | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | 45,100 | |||||
Accrued lease liability | 10,700 | 10,700 | ||||
Other Investments | $ 75,000 | |||||
Guarantees, Fair Value Disclosure | $ 14,000 | |||||
Anniversary payment | 0 | $ 88,001 | $ 89,000 | $ 87,000 | ||
Other Long-term Investments | 75,000 | $ 75,000 | ||||
Next twelve months [Member] | ||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||
Purchase Obligation | 74,200 | |||||
Next twenty-four months [Member] [Member] | ||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||
Purchase Obligation | $ 105,800 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Detail) $ / shares in Units, shares in Millions | Nov. 21, 2016USD ($) | Nov. 20, 2015USD ($) | May 02, 2015USD ($)shares | Feb. 18, 2015shares | Oct. 20, 2014USD ($)shares | Feb. 11, 2014USD ($) | Feb. 05, 2014USD ($)shares | May 16, 2011USD ($) | Jan. 31, 2013USD ($) | Jan. 31, 2012USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 23, 2016USD ($) | Nov. 22, 2016USD ($)$ / shares | Nov. 21, 2015USD ($) | May 01, 2015USD ($)shares | Mar. 30, 2015USD ($) | Feb. 17, 2015USD ($) | Sep. 30, 2014USD ($) | Feb. 12, 2014USD ($)$ / shares | Feb. 06, 2014USD ($)$ / shares | Aug. 01, 2013USD ($) | Feb. 29, 2012USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Principal amount a $5 incentive cash payment per each to convert debt | $ 1,000 | ||||||||||||||||||||||||
Convertible note rate conversion trading days (in days) | 0 | ||||||||||||||||||||||||
Convertible Notes rate conversion consecutive trading days (in days) | $ 30 | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 26,000,000 | ||||||||||||||||||||||||
Minimum conversion price percent for note conversion (in Percent) | 130.00% | ||||||||||||||||||||||||
Convertible Notes rate conversion business day period (in days) | $ 5 | ||||||||||||||||||||||||
Share Price | $ / shares | $ 7.97 | ||||||||||||||||||||||||
Net proceeds from the issuance of convertible notes | 0 | $ 150,000,000 | $ 0 | ||||||||||||||||||||||
Interest Paid | 9,286,000 | 11,410,000 | 16,987,000 | ||||||||||||||||||||||
Purchased call options cost | $ 0 | (14,400,000) | 0 | ||||||||||||||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.15 | ||||||||||||||||||||||||
Deferred Income Tax Expense (Benefit) | $ 39,116,000 | (9,429,000) | 17,067,000 | ||||||||||||||||||||||
Gains (loss) on extinguishment of debt | $ (6,100,000) | $ 0 | (2,353,000) | $ 6,450,000 | |||||||||||||||||||||
Debt instrument, increase, additional borrowings | 150,000,000 | ||||||||||||||||||||||||
February 2018 Note Warrant [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 10.3610 | ||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 11,400,000 | ||||||||||||||||||||||||
December 2021 Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible Debt | $ 150,000,000 | $ 117,415,000 | 110,848,000 | $ 150,000,000 | |||||||||||||||||||||
Unamortized discount of liability component | $ (32,585,000) | (39,152,000) | $ (4,300,000) | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.80% | ||||||||||||||||||||||||
Debt discount recorded to additional paid in capital | $ 23,800,000 | ||||||||||||||||||||||||
Debt discount recorded to deferred tax liability | $ 12,800,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.40% | ||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | ||||||||||||||||||||||||
Estimated market interest rate for similar nonconvertible instrument | 9.50% | ||||||||||||||||||||||||
Debt instrument, convertible, remaining amortization period (in Duration) | 3 years 11 months 6 days | ||||||||||||||||||||||||
Net proceeds from the issuance of convertible notes | $ 145,700,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000,000 | $ 150,000,000 | |||||||||||||||||||||||
Conversion Rate per $1,000 Principal Amount (in Ratio) | 262.2951 | ||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 14,400,000 | ||||||||||||||||||||||||
Debt instrument, increase, additional borrowings | 150,000,000 | ||||||||||||||||||||||||
February 2018 Note Purchase Call Option [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Number of hedge counterparties (in Counterparties) | 2 | ||||||||||||||||||||||||
Purchased call options cost | $ 31,000,000 | ||||||||||||||||||||||||
Deferred taxes included in purchased call options cost | 10,800,000 | ||||||||||||||||||||||||
Number of shares of common stock covered by the purchased call options purchased (in Shares) | shares | 13.8 | ||||||||||||||||||||||||
Series 2012 Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible Debt | $ 131,700,000 | $ 10,000,000 | |||||||||||||||||||||||
Total consideration given for convertible note exchange | 191,800,000 | ||||||||||||||||||||||||
Induced conversion of convertible debt expense | $ 845,000 | ||||||||||||||||||||||||
Deferred issue costs, incentive payment allocated | 765,000 | ||||||||||||||||||||||||
Adjustments to additional paid in capital, equity component of convertible debt | 52,000 | ||||||||||||||||||||||||
Noted obligation allocated to deferred tax assets | $ 28,000 | ||||||||||||||||||||||||
Unamortized discount of liability component | (100,000) | $ (2,100,000) | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.875% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 22,300,000 | $ 22,300,000 | 48,300,000 | $ 180,000,000 | |||||||||||||||||||||
Debt conversion, shares issued (in Shares) | shares | 1.3 | 1.8 | 20.3 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 157,600,000 | ||||||||||||||||||||||||
Cash paid to exchange convertible note | $ 26,200,000 | 34,200,000 | |||||||||||||||||||||||
Inducement fee | 2,500,000 | ||||||||||||||||||||||||
Interest Payable | 1,800,000 | ||||||||||||||||||||||||
Deferred Income Tax Expense (Benefit) | $ 29,900,000 | ||||||||||||||||||||||||
Debt discount, derecognition on exchange | 5,800,000 | ||||||||||||||||||||||||
Debt Exchange cost other | $ 300,000 | ||||||||||||||||||||||||
May 2015 Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible Debt | $ 155,300,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||||||||||||||||||
Minimum conversion price percent for note conversion (in Percent) | 130.00% | ||||||||||||||||||||||||
Maximum percent of common stock closing price and conversion rate to convert note (in Percent) | 98.00% | ||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 5.72 | ||||||||||||||||||||||||
Net proceeds from the issuance of convertible notes | $ 149,700,000 | ||||||||||||||||||||||||
Convertible notes repurchase price as a percentage of principal (in Percent) | 100.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 155,100,000 | ||||||||||||||||||||||||
Debt conversion, shares issued (in Shares) | shares | 5.2 | ||||||||||||||||||||||||
Purchased Call Options [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | 4.88 | ||||||||||||||||||||||||
Purchased call options cost | $ 20,800,000 | ||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 6.73 | ||||||||||||||||||||||||
Number of shares of common stock covered by the purchased call options purchased (in Shares) | shares | 27.5 | ||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 10,900,000 | ||||||||||||||||||||||||
February 2015 Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible Debt | $ 169,000,000 | $ 1,000,000 | |||||||||||||||||||||||
Incentive fee per each $1,000 principal amount tendered to convert debt | 5 | ||||||||||||||||||||||||
Principal amount a $5 incentive cash payment per each to convert debt | $ 1,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 0 | ||||||||||||||||||||||||
February 2018 Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible Debt | 246,400,000 | $ 126,066,000 | 121,595,000 | 126,400,000 | 300,000,000 | ||||||||||||||||||||
Adjustments to additional paid in capital, equity component of convertible debt | 25,465,000 | ||||||||||||||||||||||||
Unamortized discount of liability component | (3,100,000) | $ (381,000) | (4,852,000) | $ (4,600,000) | (4,300,000) | $ (14,100,000) | $ (29,700,000) | ||||||||||||||||||
Deferred issuance costs | 900,000 | $ 1,400,000 | 1,300,000 | $ 4,100,000 | |||||||||||||||||||||
Purchase call option unwind | 270,000 | ||||||||||||||||||||||||
Warrant unwind | 170,000 | ||||||||||||||||||||||||
Fees and Commissions, Transfer Agent | 100,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||||||||||||||||||
Debt discount recorded to additional paid in capital | $ 19,300,000 | ||||||||||||||||||||||||
Debt discount recorded to deferred tax liability | $ 10,400,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.90% | ||||||||||||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 9.17 | ||||||||||||||||||||||||
Estimated market interest rate for similar nonconvertible instrument | 7.00% | ||||||||||||||||||||||||
Debt instrument, convertible, remaining amortization period (in Duration) | 1 month 2 days | ||||||||||||||||||||||||
Net proceeds from the issuance of convertible notes | $ 290,200,000 | ||||||||||||||||||||||||
Debt Instrument, Repurchase Amount | 53,600,000 | 120,000,000 | |||||||||||||||||||||||
Debt instrument, repurchase amount paid | 43,700,000 | $ 121,500,000 | |||||||||||||||||||||||
Interest Paid | $ 1,500,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 126,447,000 | $ 126,447,000 | |||||||||||||||||||||||
Conversion Rate per $1,000 Principal Amount (in Ratio) | 109.1048 | ||||||||||||||||||||||||
Gains (loss) on extinguishment of debt | $ 6,500,000 | ||||||||||||||||||||||||
March 2015 Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Short-term Debt | $ 100,000,000 | ||||||||||||||||||||||||
March 2015 Term Loan [Member] | Base Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.17% | 0.75% |
Convertible Notes (Summary of C
Convertible Notes (Summary of Convertible Notes) (Detail) | Nov. 21, 2016 | Nov. 20, 2015USD ($) | Feb. 11, 2014 | Jan. 31, 2012USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 22, 2016USD ($)$ / shares | May 01, 2015USD ($) | Feb. 17, 2015USD ($) | Oct. 20, 2014USD ($) | Sep. 30, 2014USD ($) | Feb. 12, 2014$ / shares | Feb. 06, 2014USD ($) | Aug. 01, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount a $5 incentive cash payment per each to convert debt | $ 1,000 | |||||||||||||||
Convertible Notes and Term Loans, Beginning Balance | 232,443,000 | $ 253,828,000 | ||||||||||||||
Issuance and exchange of Debt | 150,000,000 | |||||||||||||||
Repayments of Debt | 25,000,000 | |||||||||||||||
Payments for Repurchase of Convertible Preferred Stock | 0 | 120,000,000 | $ 220,397,000 | |||||||||||||
Gains (Losses) on Extinguishment of Debt | $ 6,100,000 | 0 | 2,353,000 | (6,450,000) | ||||||||||||
Non-cash discount | (3,204,000) | |||||||||||||||
Amortization | 11,038,000 | 13,472,000 | ||||||||||||||
Convertible Notes and Term Loans, Ending Balance | 243,481,000 | 232,443,000 | 253,828,000 | |||||||||||||
Series 2012 Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.875% | |||||||||||||||
Convertible Notes, Principal Balance Outstanding | $ 22,300,000 | $ 22,300,000 | $ 48,300,000 | $ 180,000,000 | ||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | 0 | 76,000 | |||||||||||||
May 2015 Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 5.72 | |||||||||||||||
Convertible Notes, Principal Balance Outstanding | $ 155,100,000 | |||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | 0 | 1,815,000 | |||||||||||||
February 2015 Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount a $5 incentive cash payment per each to convert debt | $ 1,000 | |||||||||||||||
Convertible Notes, Principal Balance Outstanding | $ 0 | |||||||||||||||
Term Loan. [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes and Term Loans, Beginning Balance | 0 | 24,966,000 | ||||||||||||||
Repayments of Debt | 25,000,000 | |||||||||||||||
Amortization | 0 | 34,000 | ||||||||||||||
Convertible Notes and Term Loans, Ending Balance | 0 | 0 | 24,966,000 | |||||||||||||
February 2018 Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 109.1048 | |||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 9.17 | |||||||||||||||
Convertible Notes, Principal Balance Outstanding | 126,447,000 | 126,447,000 | ||||||||||||||
Convertible Notes and Term Loans, Beginning Balance | 121,595,000 | 228,862,000 | ||||||||||||||
Payments for Repurchase of Convertible Preferred Stock | (120,000,000) | |||||||||||||||
Gains (Losses) on Extinguishment of Debt | $ (6,500,000) | |||||||||||||||
Amortization of Debt Discount (Premium) | 3,449,000 | 9,870,000 | 10,160,000 | |||||||||||||
Amortization | 4,471,000 | 12,733,000 | ||||||||||||||
Convertible Notes and Term Loans, Ending Balance | 126,066,000 | 121,595,000 | 228,862,000 | |||||||||||||
December 2021 Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.80% | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 262.2951 | |||||||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | |||||||||||||||
Convertible Notes, Principal Balance Outstanding | 150,000,000 | $ 150,000,000 | ||||||||||||||
Convertible Notes and Term Loans, Beginning Balance | 110,848,000 | 0 | ||||||||||||||
Issuance and exchange of Debt | 150,000,000 | |||||||||||||||
Non-cash discount | (3,204,000) | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | (36,653,000) | |||||||||||||||
Amortization of Debt Discount (Premium) | 526,000 | 75,000 | ||||||||||||||
Amortization | 6,567,000 | 705,000 | ||||||||||||||
Convertible Notes and Term Loans, Ending Balance | $ 117,415,000 | $ 110,848,000 | $ 0 |
Convertible Notes (Summary of S
Convertible Notes (Summary of Series 2012 Notes) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 17, 2015 | Oct. 20, 2014 | Feb. 12, 2014 | Feb. 06, 2014 | Aug. 01, 2013 |
Debt Instrument [Line Items] | ||||||||
Convertible Notes Payable, Carrying Value | $ 243,481 | $ 232,443 | $ 253,828 | |||||
Series 2012 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible Notes, Principal Balance Outstanding | $ 22,300 | $ 22,300 | $ 48,300 | $ 180,000 | ||||
Unamortized discount of liability component | $ (100) | $ (2,100) |
Convertible Notes (Interest Exp
Convertible Notes (Interest Expense for the Series 2012 Notes) (Detail) - Series 2012 Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest | $ 0 | $ 0 | $ 80 |
Amortization of debt issuance costs | 0 | 0 | 13 |
Amortization of Debt Discount (Premium) | 0 | 0 | 76 |
Total | $ 0 | $ 0 | $ (169) |
Convertible Notes (Summary of M
Convertible Notes (Summary of May 2015 Notes) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2015 |
Debt Instrument [Line Items] | ||||
Convertible Notes Payable, Carrying Value | $ 243,481 | $ 232,443 | $ 253,828 | |
May 2015 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 155,100 |
Convertible Notes (Interest E77
Convertible Notes (Interest Expense for the May 2015 Notes) (Detail) - May 2015 Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest | $ 0 | $ 0 | $ 1,938 |
Amortization of debt issuance costs | 0 | 0 | 435 |
Amortization of Debt Discount (Premium) | 0 | 0 | 1,815 |
Total | $ 0 | $ 0 | $ 4,188 |
Convertible Notes Schedule of M
Convertible Notes Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 126,447 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 150,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 0 |
Long-term Debt | 150,000 |
February 2018 Notes [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 126,447 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 0 |
Long-term Debt | 0 |
December 2021 Notes [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 150,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 0 |
Long-term Debt | $ 150,000 |
Convertible Notes Schedule of c
Convertible Notes Schedule of carrying value and unamortized discount on February 2018 Notes (Details) - February 2018 Notes [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 23, 2016 | Nov. 22, 2016 | Nov. 21, 2015 | Nov. 20, 2015 | Feb. 12, 2014 |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 126,447 | $ 126,447 | |||||
Debt Instrument, Unamortized Discount | (381) | (4,852) | $ (4,600) | $ (4,300) | $ (14,100) | $ (3,100) | $ (29,700) |
Convertible Debt | $ 126,066 | $ 121,595 | $ 126,400 | $ 246,400 | $ 300,000 |
Convertible Notes Convertible N
Convertible Notes Convertible Notes (Interest Expense for the February 2018 Notes) (Details) $ in Thousands, shares in Millions | Feb. 11, 2014USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 23, 2016USD ($) | Nov. 22, 2016USD ($) | Nov. 21, 2015USD ($) | Nov. 20, 2015USD ($) | Sep. 30, 2014 | Feb. 12, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||
Purchased call options cost | $ 0 | $ (14,400) | $ 0 | |||||||
February 2018 Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount | 381 | 4,852 | $ 4,600 | $ 4,300 | $ 14,100 | $ 3,100 | $ 29,700 | |||
Deferred issuance costs | $ 1,400 | $ 1,300 | $ 4,100 | $ 900 | ||||||
Interest Expense, Debt, Excluding Amortization | 5,058 | 9,338 | 11,786 | |||||||
Amortization of debt issuance costs | 1,022 | 2,863 | 2,980 | |||||||
Amortization of Debt Discount (Premium) | 3,449 | 9,870 | 10,160 | |||||||
Total | $ (9,529) | $ (22,071) | $ (24,926) | |||||||
February 2018 Note Purchase Call Option [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of hedge counterparties (in Counterparties) | 2 | |||||||||
Purchased call options cost | $ 31,000 | |||||||||
Number of shares of common stock covered by the purchased call options purchased (in Shares) | shares | 13.8 |
Convertible Notes Schedule of i
Convertible Notes Schedule of interest expense for December 2021 Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 5,967 | $ 620 | $ 100 |
February 2018 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual coupon interest | 4,125 | 447 | |
Amortization of debt issuance costs | 74 | 10 | |
Amortization of Debt Discount (Premium) | 526 | 75 | |
Interest Expense, Debt | $ 10,692 | $ 1,152 |
Other Long-Term Liabilities (Na
Other Long-Term Liabilities (Narrative) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Total lease payments for the duration of the guarantee | $ 45,100 | |
Accrued lease liability | $ 10,700 | $ 10,700 |
Other Long-Term Liabilities (Ot
Other Long-Term Liabilities (Other Long-Term Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Other Liabilities [Line Items] | ||
Accrued lease liability | $ 10,700 | $ 10,700 |
Deferred Compensation Liability, Classified, Noncurrent | 1,729 | 1,995 |
Deferred Tax and Other Liabilities, Noncurrent | 1,208 | 0 |
Uncertain tax position | 30,682 | 41,591 |
Other Sundry Liabilities, Noncurrent | 47 | 270 |
Other Sundry Liabilities | 343 | 0 |
Total | $ 44,709 | $ 54,556 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense, Net of Tax | $ 3,138 | $ 3,742 | $ 2,045 | ||
Aggregate intrinsic value, non-vested restricted stock | $ 5,700 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,065,000 | 1,472,000 | 586,000 | 277,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method | 3.7 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 177.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 44.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 1.51 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,917,000 | 1,264,000 | 522,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.15 | $ 3.31 | $ 6.40 | ||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense, Net of Tax | $ 2,700 | $ 3,500 | $ 2,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,065,232 | ||||
2005 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | [1] | 0 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 3,100 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month | ||||
Inducement Award [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 961,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.21 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 8 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,500 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,200 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 240,200 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.22 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 700 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 700 | ||||
[1] | As of December 31, 2017, there were 2,065,232 shares of unvested restricted stock awards outstanding as issued from the 2005 Equity Incentive Plan. |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense for Employees and Directors and Non-Employees) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3,138 | $ 3,742 | $ 2,045 |
Employees and directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,138 | 3,679 | 1,952 |
Non-employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 63 | $ 93 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares of Company Common Stock Available Under Share-Based Plans) (Detail) - 2005 Equity Incentive Plan [Member] | 12 Months Ended | |
Dec. 31, 2017shares | [1] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 4,110,197 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,090,000 | |
[1] | As of December 31, 2017, there were 2,065,232 shares of unvested restricted stock awards outstanding as issued from the 2005 Equity Incentive Plan. |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option and Restricted Stock Award Activity) (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted Stock Award, Number of Shares, Balance at beginning of period (in Shares) | 1,472 | 586 | 277 |
Restricted Stock Awards, Number of Shares Granted (in Shares) | 1,917 | 1,264 | 522 |
Restricted Stock Awards, Number of Shares, Balance at end of period (in Shares) | 2,065 | 1,472 | 586 |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at beginning of period (in Dollars per Share) | $ 3.96 | $ 7.13 | $ 8.39 |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Granted (in Dollars per Share) | $ 2.15 | $ 3.31 | $ 6.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (749) | (366) | (173) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 3.78 | $ 6.65 | $ 8.38 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 3 | 7.10 | 7.79 |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at end of period (in Dollars per Share) | $ 2.61 | $ 3.96 | $ 7.13 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (575) | (12) | (40) |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Detail) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,065 | 1,472 | 586 | 277 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 2.61 | $ 3.96 | $ 7.13 | $ 8.39 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,917 | 1,264 | 522 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.15 | $ 3.31 | $ 6.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (749) | (366) | (173) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 3.78 | $ 6.65 | $ 8.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 3 | $ 7.10 | $ 7.79 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (575) | (12) | (40) |
Cash Dividends (Narrative) (Det
Cash Dividends (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 02, 2016 | Jan. 26, 2016 | Jan. 28, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.05 | $ 0.05 | $ 0.15 | $ 0 | $ 0.10 | $ 0.60 | ||
Payments of Dividends | $ 8,200 | $ 8,200 | $ 222 | $ 16,583 | $ 98,307 |
Customer Concentration (Percent
Customer Concentration (Percentage of Total Revenue From Licenses Over 10% of Revenue) (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Genentech [Member] | |||
Concentration Risk [Line Items] | |||
Royalty by Licensee as a percentage of revenue, Percentage | 0.00% | 43.00% | 70.00% |
Biogen Idec [Member] | |||
Concentration Risk [Line Items] | |||
Royalty by Licensee as a percentage of revenue, Percentage | 11.00% | 24.00% | 9.00% |
Depomed [Member] | |||
Concentration Risk [Line Items] | |||
Royalty by Licensee as a percentage of revenue, Percentage | 52.00% | 13.00% | 9.00% |
Customer Concentration (Total R
Customer Concentration (Total Revenues by Geographic Area) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 68,036 | $ 62,749 | $ 143,835 | $ 45,440 | $ 66,492 | $ 53,638 | $ 21,047 | $ 103,124 | $ 320,060 | $ 244,301 | $ 590,448 |
UNITED STATES | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | 291,448 | 157,327 | 339,596 | ||||||||
Europe [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | 16,144 | 82,534 | 250,852 | ||||||||
Other geographic location [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 12,468 | $ 4,440 | $ 0 |
Customer Concentration Customer
Customer Concentration Customer Concentration - Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Depomed [Member] | ||
Concentration Risk [Line Items] | ||
Receivables from Customers | $ 0 | $ 6,000 |
Cardinal [Member] | ||
Concentration Risk [Line Items] | ||
Receivables from Customers | 3,847 | 7,663 |
Mckesson [Member] | ||
Concentration Risk [Line Items] | ||
Receivables from Customers | 0 | 9,135 |
ABC [Member] | ||
Concentration Risk [Line Items] | ||
Receivables from Customers | $ 2,982 | $ 8,039 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits | $ 79,179 | $ 59,429 | $ 57,125 | $ 47,146 |
Deferred Tax Assets, Valuation Allowance | 2,046 | 1,543 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 23,700 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 1,000 | 1,000 | 2,300 | |
Unrecognized tax benefits resulting in adjustment to deferred tax assets | 55,500 | |||
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 18,967 | 1,868 | 9,979 | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 0 | 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 7,000 | 6,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 18,700 | |||
Valuation Allowances and Reserves, Balance | 2,000 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 500 | (744) | ||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 117,300 | 34,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 22,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 299,900 | 215,500 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 19,300 | $ 19,300 | ||
California Franchise Tax Board [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 0 | |||
For the years ending December 31, 2014 to 2022 [Member] | Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards, Limitations on Use | 1.8 | |||
For the year ending December 31, 2023 [Member] | Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards, Limitations on Use | 1.3 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Current Federal Tax Expense (Benefit) | $ 31,338 | $ 49,582 | $ 168,164 |
Current State and Local Tax Expense (Benefit) | 2,843 | 3,103 | 12,112 |
Current Foreign Tax Expense (Benefit) | 529 | 2,455 | 0 |
Current Income Tax Expense (Benefit) | 34,710 | 55,140 | 180,276 |
Deferred Federal Income Tax Expense (Benefit) | 36,911 | (8,476) | 16,910 |
Deferred State and Local Income Tax Expense (Benefit) | 2,591 | 147 | 157 |
Deferred Foreign Income Tax Expense (Benefit) | (386) | (1,100) | 0 |
Deferred Income Tax Expense (Benefit) | 39,116 | (9,429) | 17,067 |
Income Tax Expense (Benefit) | $ 73,826 | $ 45,711 | $ 197,343 |
Income Taxes (Significant Compo
Income Taxes (Significant Components of Deferred Tax Assets and Liabilities) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 6,276 | $ 4,197 | |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 64,589 | 38,279 | $ 185,548 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 1,807 | (744) | 2,286 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 1,496 | 74 | 1 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | 681 | 2,184 | 8,717 |
Foreign Income Tax Expense (Benefit), Continuing Operations | 3,231 | 5,668 | 0 |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 1,356 | (1,445) | 0 |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 716 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | (50) | 1,695 | 791 |
Income Tax Expense (Benefit) | 73,826 | 45,711 | $ 197,343 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,414 | 1,833 | |
Deferred Tax Liabilities, Intangible Assets | 1,453 | 494 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 547 | 835 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Reserves | 4,667 | 1,966 | |
Deferred Tax Assets, Capital Loss Carryforwards | 2,027 | 1,543 | |
Deferred Tax Assets, Other | 5,878 | 13,020 | |
Deferred Tax Assets, Gross | 22,262 | 23,888 | |
Deferred Tax Assets, Valuation Allowance | (2,046) | (1,543) | |
Deferred Tax Assets, Net of Valuation Allowance | 20,216 | 22,345 | |
Deferred Tax Liabilities, Tax Deferred Income | 117 | 382 | |
Deferred Tax Liabilities, Financing Arrangements | 1,197 | 122 | |
Deferred Tax Liabilities, Intangible Assets | (16,932) | (2,584) | |
Deferred Tax Liabilities, Other | 427 | 0 | |
Deferred Tax Liabilities, Unrealized Currency Transaction Gains | (320) | 0 | |
Deferred Tax Liabilities, Gross | (18,993) | (3,088) | |
Deferred Tax Assets, Net | $ 1,223 | $ 19,257 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 59,429 | $ 57,125 | $ 47,146 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 783 | 436 | 0 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 18,967 | 1,868 | 9,979 |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 0 | 0 | 0 |
Unrecognized Tax Benefits, Ending Balance | $ 79,179 | $ 59,429 | $ 57,125 |
Income Taxes Income before taxe
Income Taxes Income before taxes, by location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ 195,865 | $ 103,656 | $ 530,138 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (11,338) | 5,714 | 0 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | $ 184,527 | $ 109,370 | $ 530,138 |
Accumulated Other Comprehensi98
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total Accumulated Other Comprehensive Loss, beginning balance | $ 0 | ||
Other Comprehensive Income (Loss), Net of Tax | 1,181 | $ (2,256) | $ (693) |
Total Accumulated Other Comprehensive Loss, ending balance | 1,181 | 0 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total Accumulated Other Comprehensive Loss, beginning balance | 0 | 2,256 | 2,949 |
Other Comprehensive Income (Loss), Net of Tax | 1,181 | (2,256) | (693) |
Total Accumulated Other Comprehensive Loss, ending balance | 1,181 | 0 | 2,256 |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total Accumulated Other Comprehensive Loss, beginning balance | 0 | 435 | 364 |
Other Comprehensive Income (Loss), Net of Tax | 1,181 | (435) | 71 |
Total Accumulated Other Comprehensive Loss, ending balance | 1,181 | 0 | 435 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total Accumulated Other Comprehensive Loss, beginning balance | 0 | 1,821 | 2,585 |
Other Comprehensive Income (Loss), Net of Tax | 0 | (1,821) | (764) |
Total Accumulated Other Comprehensive Loss, ending balance | $ 0 | $ 0 | $ 1,821 |
Legal Proceedings (Narrative) (
Legal Proceedings (Narrative) (Detail) - USD ($) $ in Millions | Apr. 19, 2017 | Oct. 27, 2017 |
Loss Contingencies [Line Items] | ||
Litigation Settlement, Amount | $ 19.5 | |
Insurance Settlements Receivable | $ 13 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Detail) - Subsequent Event [Member] - USD ($) shares in Millions, $ in Millions | Feb. 02, 2018 | Feb. 28, 2018 | Feb. 01, 2018 |
Subsequent Event [Line Items] | |||
Repayments of Convertible Debt | $ 129 | ||
Repayment of convertible note, principal | $ 126.4 | ||
Repayment of convertible note, interest | $ 2.6 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4.4 |
Quarterly Financial Data (Un101
Quarterly Financial Data (Unaudited) (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Revenues | $ 68,036 | $ 62,749 | $ 143,835 | $ 45,440 | $ 66,492 | $ 53,638 | $ 21,047 | $ 103,124 | $ 320,060 | $ 244,301 | $ 590,448 |
Net Income (Loss) Attributable to Parent | $ 22,336 | $ 20,732 | $ 60,439 | $ 7,241 | $ (10,336) | $ 13,907 | $ 4,148 | $ 55,887 | $ 110,748 | $ 63,606 | $ 332,795 |
Net income per basic share (in Dollars per Share) | $ 0.15 | $ 0.14 | $ 0.39 | $ 0.04 | $ (0.06) | $ 0.08 | $ 0.03 | $ 0.34 | $ 0.71 | $ 0.39 | $ 2.04 |
Net income per diluted share (in Dollars per Share) | $ 0.15 | $ 0.14 | $ 0.39 | $ 0.04 | $ (0.06) | $ 0.08 | $ 0.03 | $ 0.34 | $ 0.71 | $ 0.39 | $ 2.03 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | |||
Inventory, Raw Materials, Gross | $ 1,717 | $ 0 | |
Deferred Costs and Other Assets | 1,300 | 100 | |
Inventory, Work in Process, Gross | 1,119 | 1,625 | |
Inventory, Finished Goods, Gross | 6,311 | 1,259 | |
Inventory, Net | 9,147 | 2,884 | |
Inventory Write-down | $ 2,012 | $ 342 | $ 0 |
Intangible Assets and Goodwi103
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Amortization of Intangible Assets | $ 24,689,000 | $ 12,028,000 | $ 0 | |
Finite-Lived Intangible Assets, Gross | 252,540,000 | 240,570,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (36,717,000) | (12,028,000) | ||
Finite-Lived Intangible Assets, Net | 215,823,000 | 228,542,000 | ||
Acquired rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | [1] | 216,690,000 | 216,690,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (32,503,000) | (10,834,000) | |
Finite-Lived Intangible Assets, Net | [1] | 184,187,000 | 205,856,000 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | [1] | 26,080,000 | 23,880,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (3,729,000) | (1,194,000) | |
Finite-Lived Intangible Assets, Net | [1] | 22,351,000 | 22,686,000 | |
Patented Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | [1] | 9,200,000 | 0 | |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (409,000) | 0 | |
Finite-Lived Intangible Assets, Net | [1] | 8,791,000 | 0 | |
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | [1] | 570,000 | 0 | |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (76,000) | 0 | |
Finite-Lived Intangible Assets, Net | [1] | $ 494,000 | $ 0 | |
[1] | 1) The Company acquired certain intangible assets as part of the Noden Transaction (see Note 21). They are amortized on a straight-line basis over a weighted average period of 10 years.(2) The Company acquired certain intangible assets as part of the LENSAR transaction (see Note 21). They are amortized over a weighted average period of 15 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationships are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. |
Intangible Assets and Goodwi104
Intangible Assets and Goodwill Schedule of Future Amortization for Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Future Amortization Expense [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 24,990 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 24,969 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 24,951 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 24,934 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 24,843 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 91,136 | |
Finite-Lived Intangible Assets, Net | $ 215,823 | $ 228,542 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 03, 2018 | May 13, 2017 | May 11, 2017 | May 09, 2017 | Jul. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 03, 2017 | Jan. 20, 2017 | Jul. 01, 2016 |
Business Acquisition [Line Items] | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||
Business Acquisition, Pro Forma Revenue | $ 325,605 | $ 335,112 | ||||||||
Ireland Income Tax Rate | 13.00% | |||||||||
Business Combination, Consideration Transferred | $ 244,300 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 6.00% | |||||||||
Payments to Acquire Equity Method Investments | $ 2,200 | 110,000 | ||||||||
Business Combination, Contingent Consideration, Liability | $ 47,400 | |||||||||
Anniversary payment | $ 0 | 88,001 | $ 89,000 | 87,000 | ||||||
Federal income tax rate | 21.00% | 35.00% | ||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 107,193 | $ 55,897 | ||||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.69 | $ 0.34 | ||||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.69 | $ 0.34 | ||||||||
Accounts and Notes Receivable, Net | $ 70,700 | $ 105,300 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 31,700 | |||||||||
Noden [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||
Payments to Acquire Businesses, Gross | 109,938 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 87,007 | |||||||||
Business Combination, Consideration Transferred, Other | 47,360 | |||||||||
Business Combination, Consideration Transferred | 244,305 | |||||||||
LENSAR [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contractual Obligation | $ 2,800 | |||||||||
Business Combination, Consideration Transferred | $ 31,726 | |||||||||
Accounts and Notes Receivable, Net | 43,900 | |||||||||
Gain (Loss) on Investments | $ 9,300 | $ 10,600 | ||||||||
Cash to be paid [Member] | Noden [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other Commitment | 89,000 | |||||||||
Cash to be paid [Member] | PDL BioPharma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other Commitment | 32,000 | |||||||||
Milestone [Member] | Noden [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other Commitment | 95,000 | |||||||||
Milestone [Member] | PDL BioPharma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other Commitment | $ 38,000 | |||||||||
Acquired rights [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 216,700 | |||||||||
Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 23,900 |
Business Combinations Assets Ac
Business Combinations Assets Acquired (Details) - USD ($) $ in Thousands | May 13, 2017 | Jul. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 11, 2017 | Jul. 01, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ (10,615) | |||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 9,309 | $ 0 | $ 0 | |||||
Business Combination, Consideration Transferred | $ 244,300 | |||||||
Acquired rights [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business Combination, Consideration Transferred | 216,700 | |||||||
Customer Relationships [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business Combination, Consideration Transferred | 23,900 | |||||||
LENSAR [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,983 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 58,323 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 18,647 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | [1] | 11,970 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 25,723 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ (6,673) | |||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (9,309) | |||||||
Business Combination, Consideration Transferred | $ 31,726 | |||||||
Noden [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Indefinite-lived Intangible Assets Acquired | 3,735 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 244,305 | |||||||
Business Combination, Consideration Transferred | 244,305 | |||||||
Noden [Member] | Acquired rights [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | 216,690 | |||||||
Noden [Member] | Customer Relationships [Member] | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | $ 23,880 | |||||||
[1] | (1) As of the effective date of the transaction, identifiable intangible assets are required to be measured at fair value. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The Company used an income approach to estimate the preliminary fair value of the intangibles which includes technology, trademarks and customer relationships. The assumptions used to estimate the cash flows of the business included a discount rate of 16%, estimated gross margins ranging from 37-72%, income tax rate of 35%, and operating expenses consisting of direct costs based on the anticipated level of revenues. The intangible assets have a weighted-average useful life of approximately 15.0 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationship are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. |
Proforma (Details)
Proforma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 325,605 | $ 335,112 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 107,193 | $ 55,897 |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.69 | $ 0.34 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.69 | $ 0.34 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 7,222 | $ 7,222 | $ 38 | ||||||||
Net Income (Loss) Attributable to Parent | 22,336 | $ 20,732 | $ 60,439 | $ 7,241 | $ (10,336) | $ 13,907 | $ 4,148 | $ 55,887 | 110,748 | 63,606 | $ 332,795 |
Revenues | 68,036 | $ 62,749 | $ 143,835 | $ 45,440 | $ 66,492 | $ 53,638 | $ 21,047 | $ 103,124 | 320,060 | 244,301 | $ 590,448 |
Income generating assets [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Property, Plant and Equipment, Net | 137 | 137 | 38 | ||||||||
Net Income (Loss) Attributable to Parent | 125,759 | 59,085 | |||||||||
Revenues | 212,632 | ||||||||||
Pharmaceutical [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Property, Plant and Equipment, Net | 822 | 822 | 0 | ||||||||
Net Income (Loss) Attributable to Parent | (5,755) | 4,521 | |||||||||
Revenues | 31,669 | ||||||||||
Medical devices [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 6,263 | 6,263 | 0 | ||||||||
Net Income (Loss) Attributable to Parent | (9,256) | 0 | |||||||||
Revenues | $ 15,091 | $ 0 |
Schedule of December 2021 Note
Schedule of December 2021 Note balances (Details) - February 2018 Notes [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 22, 2016 | Nov. 20, 2015 |
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 150,000 | $ 150,000 | ||
Debt Instrument, Unamortized Discount | $ (32,585) | (39,152) | (4,300) | |
Convertible Debt | $ 117,415 | $ 110,848 | $ 150,000 | $ 150,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 25, 2017 | Mar. 02, 2017 | |
Equity [Abstract] | |||
Stock Repurchase Program, Authorized Amount | $ 25 | $ 30 | |
Stock Repurchased During Period, Shares | 13,346,389 | ||
Stock Repurchased During Period, Value | $ 30 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 2.25 |