Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Entity Information [Line Items] | ||
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Registrant Name | PDL BIOPHARMA, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 120,654,947 | |
Amendment Flag | false | |
Entity Central Index Key | 0000882104 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Interest revenue | $ 0 | $ 749 |
Revenues | 38,913 | 38,518 |
Operating expenses | ||
Cost of Revenue | 12,810 | 10,566 |
Amortization of Intangible Assets | 1,572 | 6,293 |
General and administrative | 10,462 | 11,661 |
Selling and Marketing Expense | 2,730 | 5,513 |
Research and Development Expense | 869 | 793 |
Change in fair value of contingent consideration | 0 | (600) |
Total operating expenses | 28,443 | 34,226 |
Operating income | 10,470 | 4,292 |
Non-operating expense, net | ||
Interest and other income, net | 1,874 | 1,914 |
Interest expense | (2,955) | (3,585) |
Total non-operating expense, net | (1,081) | (1,671) |
Income before income taxes | 9,389 | 2,621 |
Income tax expense | 2,772 | 1,019 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 6,617 | 1,602 |
Net Income (Loss) Attributable to Noncontrolling Interest | (63) | 0 |
Net income | $ 6,680 | $ 1,602 |
Net income per share | ||
Basic (in Dollars per Share) | $ 0.05 | $ 0.01 |
Net income per diluted share (in Dollars per Share) | $ 0.05 | $ 0.01 |
Weighted average shares outstanding | ||
Basic (in Shares) | 128,799 | 151,473 |
Diluted (in Shares) | 129,390 | 152,579 |
Queen et al. patents [Member] | ||
Revenues | ||
Revenues | $ 3 | $ 2,783 |
Acquired rights [Member] | ||
Revenues | ||
Revenues | 12,257 | 11,091 |
Product Revenue [Member] | ||
Revenues | ||
Revenue from Contract with Customer, Including Assessed Tax | 26,686 | 23,324 |
License and other [Member] | ||
Revenues | ||
Revenues | $ (33) | $ 571 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 6,617 | $ 1,602 | |
Other comprehensive income (loss), net of tax | |||
Change in fair value of investments in available-for-sale securities, net of tax | 0 | (578) | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax | 0 | 603 | |
Total change in unrealized gains (losses) on investments in available-for-sale securities, net of tax | [1] | 0 | (1,181) |
Total other comprehensive income (loss), net of tax | 0 | (1,181) | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 6,617 | 421 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | (63) | 0 | |
Comprehensive income | $ 6,680 | $ 421 | |
[1] | Net of tax of $0 and $(314) for the three months ended |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Unrealized gains (losses) on available-for-sale securities, tax | $ 0 | $ (314) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |||
Other Noncontrolling Interests | $ 509 | $ 0 | |||
Current assets: | |||||
Cash and cash equivalents | 366,324 | [1],[2] | 394,590 | [3] | |
Accounts receivable, net | 15,739 | [1] | 21,648 | [3] | |
Notes receivable | 63,056 | [1] | 63,042 | [3] | |
Prepaid and other current assets | 16,880 | [1] | 18,995 | [3] | |
Total current assets | 477,546 | [1] | 517,217 | [3] | |
Property and equipment, net | 7,110 | [1] | 7,387 | [3] | |
Inventory, Net | [1] | 15,547 | 18,942 | ||
Royalty rights | 376,147 | [1] | 376,510 | [3] | |
Notes receivables, long-term | 648 | [1] | 771 | [3] | |
Intangible Assets, Net (Excluding Goodwill) | [1] | 49,746 | 51,319 | ||
Other assets | 12,336 | [1] | 10,532 | [3] | |
Total assets | 923,533 | [1] | 963,736 | [3] | |
Current liabilities: | |||||
Accounts payable | 12,430 | [1] | 13,142 | [3] | |
Accrued liabilities | 30,867 | [1] | 39,312 | [3] | |
Accrued Income Taxes, Current | 21 | [1] | 16 | [3] | |
Total current liabilities | 43,318 | [1] | 52,470 | [3] | |
Convertible notes payable | 126,567 | [1] | 124,644 | [3] | |
Other long-term liabilities | 1,296 | 461 | |||
Total liabilities | 229,749 | [1] | 233,957 | [3] | |
Liabilities, Other than Long-term Debt, Noncurrent | 59,864 | [1] | 56,843 | [3] | |
Commitments and contingencies (Note 12) | [1] | [3] | |||
Stockholders' deficit: | |||||
Preferred stock, par value $0.01 per share, 10,000 shares authorized; no shares issued and outstanding | 0 | [1] | 0 | [3] | |
Common stock, par value $0.01 per share, 350,000 shares authorized; 145,976 and 153,775 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,238 | [1] | 1,365 | [3] | |
Additional paid-in capital | (96,869) | [1] | (98,030) | [3] | |
Treasury Stock, Value | 1,490 | 2,103 | |||
Retained earnings | 790,396 | [1] | 828,547 | [3] | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 693,784 | 729,779 | |||
Total liabilities and stockholders’ equity | 923,533 | [1] | 963,736 | [3] | |
Total PDL’s stockholders’ equity | $ 693,275 | [1] | $ 729,779 | [3] | |
[1] | unaudited | ||||
[2] | unaudited | ||||
[3] | Note 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Mar. 31, 2019 | [1] | Dec. 31, 2018 | [2] |
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 | 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) | 123,817 | 136,513 | ||
Common stock, shares outstanding (in Shares) | 123,817 | 136,513 | ||
[1] | unaudited | |||
[2] | Note 1 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | |||
Payment for Contingent Consideration Liability, Financing Activities | $ 1,071 | $ 0 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 6,617 | 1,602 | ||
Assets held for sale reclassified from other assets to intangibles | 0 | 1,811 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Amortization of convertible notes | 1,923 | 2,132 | ||
Amortization of Acquisition Costs | 1,572 | 6,293 | ||
Change in fair value of acquired royalty rights | (12,257) | (11,091) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 33 | (71) | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (600) | ||
Depreciation, Amortization and Accretion, Net | 1,128 | 1,004 | ||
Gain (Loss) on Sale of Investments | 0 | (764) | ||
Inventory Write-down | 97 | 114 | ||
Provision for Doubtful Accounts | 13 | (12) | ||
Stock-based compensation expense | 1,169 | 957 | ||
Deferred income taxes | 1,770 | 794 | ||
Changes in assets and liabilities: | ||||
Receivables from licensees and other | 5,931 | 8,566 | ||
Prepaid and other current assets | 2,116 | 532 | ||
Accrued interest on notes receivable | 0 | (74) | ||
Increase (Decrease) in Inventories | 2,900 | (4,919) | ||
Other assets | 182 | (1,720) | ||
Accounts payable | (712) | (9,940) | ||
Accrued liabilities | (7,944) | (6,226) | ||
Increase (Decrease) in Income Taxes Payable | 5 | (505) | ||
Other long-term liabilities | (28) | 407 | ||
Net cash provided by (used in) operating activities | 4,515 | (13,521) | ||
Cash flows from investing activities | ||||
Proceeds from Sale of Available-for-sale Securities, Equity | 0 | 4,115 | ||
Payments for (Proceeds from) Productive Assets | 12,620 | 18,623 | ||
Payments to Acquire Property, Plant, and Equipment | 42 | 1,398 | ||
Net cash provided by investing activities | 12,578 | 21,340 | ||
Cash flows from financing activities | ||||
Repayments of Secured Debt | 0 | 126,447 | ||
Payments for Repurchase of Common Stock | (44,288) | (3,560) | ||
Net cash used in financing activities | (45,359) | (130,007) | ||
Net decrease in cash and cash equivalents | (28,266) | (122,188) | ||
Cash and cash equivalents at beginning of the period | [1] | 394,590 | 527,266 | |
Cash and cash equivalents at end of period | [3] | 366,324 | [2] | 405,078 |
Supplemental cash flow information | ||||
Cash (refunded) paid for income taxes | (2,773) | 644 | ||
Cash paid for interest | $ 0 | $ 2,529 | ||
[1] | Note 1 | |||
[2] | unaudited | |||
[3] | unaudited |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | ||
Shares, Issued at Dec. 31, 2017 | 153,774,756 | |||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2017 | $ 845,890 | $ 1,538 | $ 0 | $ (102,443) | $ 945,614 | $ 1,181 | ||
Other Noncontrolling Interests at Dec. 31, 2017 | $ 0 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 37,500 | |||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 957 | |||||||
Stock Repurchased During Period, Shares | (1,000,000) | |||||||
Treasury Stock, Retired, Par Value Method, Amount | $ (10) | |||||||
Treasury Stock, Value, Acquired, Cost Method | (1,188) | |||||||
Treasury Stock, Retired, Cost Method, Amount | (2,961) | |||||||
Stock Repurchased and Retired During Period, Value | (4,159) | |||||||
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Tax | (1,181) | [1] | (1,181) | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 421 | |||||||
Net Income (Loss) Attributable to Parent | 1,602 | 1,602 | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 1,602 | |||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 421 | |||||||
Shares, Issued at Mar. 31, 2018 | 152,812,256 | |||||||
Other Noncontrolling Interests at Mar. 31, 2018 | $ 0 | |||||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2018 | $ 843,109 | 1,528 | (1,188) | (101,486) | 944,255 | 0 | ||
Shares, Issued at Dec. 31, 2018 | 136,512,522 | |||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2018 | $ 729,779 | [2] | 1,365 | (2,103) | (98,030) | 828,547 | 0 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2018 | 729,779 | |||||||
Other Noncontrolling Interests at Dec. 31, 2018 | $ 0 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 764,785 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | (8) | (8) | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 1,169 | |||||||
Stock Repurchased During Period, Shares | (13,460,164) | |||||||
Treasury Stock, Retired, Par Value Method, Amount | $ (135) | |||||||
Treasury Stock, Value, Acquired, Cost Method | 613 | |||||||
Treasury Stock, Retired, Cost Method, Amount | (44,831) | |||||||
Stock Repurchased and Retired During Period, Value | (44,353) | |||||||
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Tax | [1] | 0 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 6,680 | |||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 572 | |||||||
Net Income (Loss) Attributable to Parent | 6,680 | 6,680 | ||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (63) | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 6,617 | |||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 6,617 | |||||||
Shares, Issued at Mar. 31, 2019 | 123,817,143 | |||||||
Other Noncontrolling Interests at Mar. 31, 2019 | $ 509 | |||||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2019 | 693,275 | [3] | $ 1,238 | $ (1,490) | $ (96,869) | $ 790,396 | $ 0 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 31, 2019 | $ 693,784 | |||||||
[1] | Net of tax of $0 and $(314) for the three months ended | |||||||
[2] | Note 1 | |||||||
[3] | unaudited |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of PDL Biopharma, Inc. and its subsidiaries (collectively, the “Company” or “PDL”) have been prepared in accordance with Generally Accepted Accounting Principles (United States) (“GAAP”) for interim financial information. The financial statements include all adjustments (consisting only of normal recurring adjustments), that management of the Company believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the Company’s audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, 2018 , included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on March 15, 2019. The Condensed Consolidated Balance Sheet at December 31, 2018 , included herein, has been derived from the audited Consolidated Financial Statements at that date, but does not include all disclosures required by GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying Notes to the Condensed 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 notes receivable and inventory, the assessment of recoverability of intangible assets and their estimated useful lives, the valuation and recognition of stock-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. The Condensed Consolidated Financial Statements included herein include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Based on the nature of the Company’s existing investments and how they are managed, the Company structured its operations in three segments designated as Pharmaceutical, Medical Devices and Income Generating Assets. • The Company’s Pharmaceutical segment consists of revenue derived from branded prescription medicine products sold under the name Tekturna ® and Tekturna HCT ® in the United States and Rasilez ® and Rasilez HCT ® in the rest of the world and an authorized generic form of Tekturna sold in the United States (collectively, the “Noden Products”). The branded prescription Noden Products were acquired from Novartis in July 2016 (the “Noden Transaction”). The Company launched its authorized generic form of Tekturna in the United States in March 2019. • The Company’s Medical Devices segment consists of revenue derived from the LENSAR ® Laser System sales made by the Company’s subsidiary, LENSAR, Inc. (“LENSAR”), which may include equipment, Patient Interface Devices (“PIDs” or “consumables”), procedure licenses, and training, installation, warranty and maintenance agreements. • The Company’s Income Generating Assets segment consists of revenue derived from (i) royalty rights - at fair value, (ii) notes and other long-term receivables, (iii) equity investments and (iv) royalties from issued patents in the United States and elsewhere covering the humanization of antibodies (“Queen et al. patents”). Significant Accounting Policies The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Summarized below are the accounting pronouncements adopted subsequent to December 31, 2018. Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases, that supersedes Accounting Standards Codification (“ASC”) 840, Leases . Subsequently, the FASB issued several updates to ASU No. 2016-02, codified in ASC Topic 842 (“ASC 842”). The Company adopted ASC 842, Leases, on January 1, 2019 using the modified retrospective method for all leases not substantially completed as of the date of adoption. The reported results for the quarter ended March 31, 2019 reflect the application of ASC 842 guidance while the reported results for the quarter ended March 31, 2018 were prepared under the guidance of ASC 840, which is also referred to herein as “legacy GAAP” or the “previous guidance”. The cumulative impact of the adoption of ASC 842 was not material, therefore, the Company did not record any adjustments to retained earnings. As a result of adopting ASC 842, the Company recorded operating lease right-of-use (“ROU”) assets of $2.1 million and operating lease liabilities of $2.1 million , primarily related to corporate office leases, based on the present value of the future lease payments on the date of adoption. Changes to lessor accounting focused on conforming with certain changes made to lessee accounting and the recently adopted revenue recognition guidance. The adoption of ASC 842 did not materially change how the Company accounts for lessor arrangements. Policy Elections and Practical Expedients Taken For leases that commenced before the effective date of ASC 842, the Company elected the practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company adopted a policy of expensing short-term leases, defined as 12 months or less, as incurred. The Company has a policy to exclude from the consideration in a lessor contract all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific lease revenue-producing transaction and collected by the Company from a lessee. General The Company determines if an arrangement is a lease or contains an embedded lease at inception. The Company has lease arrangements with lease and non-lease components, which are accounted for separately. Lessee arrangements Lessee operating leases are included in Other assets, Accrued liabilities, and Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company does not have lessee financing leases. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable at lease inception. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s remaining lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis as operating expense in the Condensed Consolidated Statements of Income over the lease term. Lessor arrangements The Company leases medical device equipment to customers in both operating lease and sales-type lease arrangements generated from its Medical Devices segment. For sales-type leases, the Company derecognizes the carrying amount of the underlying asset and capitalizes the net investment in the lease, which consists of the total minimum lease payments receivable from the lessee, at lease inception. The Company does not estimate an unguaranteed residual value of the equipment at lease termination because the equipment transfers to the lessee upon completion of the lease. Selling profit or loss is recognized at lease inception. Initial direct costs are recognized as an expense, unless there is no selling profit or loss. If there is no selling profit or loss, initial direct costs are deferred and recognized over the lease term. The Company recognizes interest income in Interest and other income, net on the Condensed Consolidated Statements of Income from the lease receivable over the lease term. For operating leases, rental income is recognized on a straight-line basis over the lease term. The cost of customer-leased equipment is recorded within Property and equipment, net in the accompanying Condensed Consolidated Balance Sheets and depreciated over the equipment’s estimated useful life. Depreciation expense associated with the leased equipment under operating lease arrangements is reflected in Cost of product revenue in the accompanying Condensed Consolidated Statements of Income. Some of the Company’s operating leases include a purchase option for the customer to purchase the leased asset at the end of the lease arrangement. The Company manages its risk on its investment in the equipment through pricing and the term of the leases. Lessees do not provide residual value guarantees on leased equipment. Equipment returned to the Company after the initial lease term may be leased or sold to other customers. Initial direct costs are deferred and recognized over the lease term. Leases are generally not cancellable until after an initial term and may or may not require the customer to purchase a minimum number of procedures and consumables throughout the contract term. For lease arrangements with lease and non-lease components where the Company is the lessor, the Company allocates the contract’s transaction price to the lease and non-lease components on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. Allocation of the transaction price is determined at the inception of the lease arrangement. The Company’s leases primarily consist of leases with fixed lease payments. For those leases with variable lease payments, the variable lease payment is typically based upon use of the leased equipment or the purchase of procedure licenses and consumables used with the leased equipment. Non-lease components are accounted for under ASC 606, Revenue from Contracts with Customers. For additional information regarding ASC 606, see Note 2, Revenue from Contracts with Customers. Intangibles-Goodwill and Other In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amendments, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. The amendments are effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis and early adoption is permitted. Effective January 1, 2019, the Company adopted the requirements of ASU No. 2017-04. The adoption did not have an effect on the Condensed Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. Recently Issued Accounting Pronouncements 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 after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement . The new guidance modifies disclosure requirements related to fair value measurement. The amendments in ASU No. 2018-13 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of ASU No. 2018-13 while delaying adoption of the additional disclosures until their effective date. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statement disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software . The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in ASU No. 2018-15 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Share | . Net Income per Share Three Months Ended March 31, Net Income per Basic and Diluted Share 2019 2018 (in thousands, except per share amounts) Numerator Income attributable to PDL’s shareholders used to compute net income per basic and diluted share $ 6,680 $ 1,602 Denominator Total weighted average shares used to compute net income attributable to PDL’s shareholders, per basic share 128,799 151,473 Restricted stock outstanding 512 1,106 Stock options 79 — Shares used to compute net income attributable to PDL’s shareholders, per diluted share 129,390 152,579 Net income attributable to PDL’s shareholders per share - basic $ 0.05 $ 0.01 Net income attributable to PDL’s shareholders per share - diluted $ 0.05 $ 0.01 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”) that were repaid on February 1, 2018, 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, if applicable, the underlying shares using the treasury stock method. December 2021 Notes Capped Call Potential Dilution In November 2016, the Company issued $150.0 million in aggregate principal of 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. For additional information on the conversion rates on the Company’s convertible debt, see Note 13, Convertible Senior Notes . In conjunction with the issuance of the December 2021 Notes, the Company entered into a capped call transaction with a hedge counterparty. 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 net income per diluted share computation as such securities would have an anti-dilutive effect and those securities should be considered separately rather than in the aggregate in determining whether their effect on net income per diluted share would be dilutive or anti-dilutive. For additional information regarding the capped call transaction related to the Company’s December 2021 Notes, see Note 13, Convertible Senior Notes . Anti-Dilutive Effect of Restricted Stock Awards and Stock Options For the three months ended March 31, 2019 and 2018 , the Company excluded approximately 0.4 million and 1.2 million shares underlying restricted stock awards, respectively, calculated on a weighted-average basis, from its net income per diluted share calculations because their effect was anti-dilutive. For the three months ended March 31, 2019 and 2018 , the Company excluded approximately 7.8 million and 1.5 million shares underlying outstanding stock options, respectively, calculated on a weighted-average basis, from its net income per diluted share calculations because their effect was anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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. Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis 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: March 31, 2019 December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 227,612 $ — $ — $ 227,612 $ 226,719 $ — $ — $ 226,719 Warrants — 29 — 29 — 62 — 62 Royalty rights - at fair value — — 376,147 376,147 — — 376,510 376,510 Total $ 227,612 $ 29 $ 376,147 $ 603,788 $ 226,719 $ 62 $ 376,510 $ 603,291 Financial liabilities: Contingent consideration, current 1 $ — $ — $ — $ — $ — $ — $ 1,071 $ 1,071 Total $ — $ — $ — $ — $ — $ — $ 1,071 $ 1,071 ___________________ 1 Contingent consideration, current is classified as “Accrued liabilities” on the Condensed Consolidated Balance Sheet. There have been no transfers between levels during the periods presented in the table above. The Company recognizes transfers between levels on the date of the event or change in circumstances that caused the transfer. Warrants Warrants consist primarily of purchased call options to buy U.S. corporate equity holdings and derivative assets acquired as part of a note receivable investment. The fair value of the warrants is estimated using recently quoted market prices of the underlying equity security and the Black-Scholes option pricing model. Royalty Rights - At Fair Value Assertio (Depomed) Royalty Agreement On October 18, 2013, the Company entered into the Royalty Purchase and Sale Agreement (the “Assertio Royalty Agreement”) with Assertio Therapeutics, Inc. (formerly known as as Depomed, Inc.), and Depo DR Sub, LLC (together, “Assertio”), whereby the Company acquired the rights to receive royalties and milestones payable on sales of five Type 2 diabetes products licensed by Assertio 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 Assertio and $0.8 million in transaction costs. The rights acquired include Assertio’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”), which, in July 2018, changed its name to Bausch Health Companies Inc. (“Bausch Health”) 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 approved fixed-dose combination of Invokana ® (canagliflozin, a sodium glucose cotransporter 2 (SGLT2) inhibitor) and extended-release metformin tablets, marketed as Invokamet XR ® ; (d) from Boehringer Ingelheim and Eli Lilly and Company with respect to potential future development milestones and sales of the investigational fixed-dose combinations of drugs and extended-release metformin subject to Assertio’s license agreement with Boehringer Ingelheim, including its approved products, Jentadueto XR ® and Synjardy XR ® ; and (e) from LG Life Sciences and Bausch Health for sales of extended-release metformin tablets in Korea and Canada, respectively. On August 2, 2018, PDL Investment Holding, LLC (“PDLIH”), a wholly-owned subsidiary of the Company and assignee from the Company under the Assertio Royalty Agreement, entered into an amendment to the Assertio Royalty Agreement with Assertio. Pursuant to the amendment, PDLIH purchased all of Assertio’s remaining interests in royalty and milestone payments payable on sales of Type 2 diabetes products licensed by Assertio for $20.0 million . Prior to the amendment, the Assertio Royalty Agreement provided that the Company would have received all royalty and milestone payments due under license agreements between Assertio and its licensees until the Company received payments equal to two times the cash payment it made to Assertio, or approximately $481.0 million , after which all net payments received by Assertio would have been shared equally between the Company and Assertio. Following the amendment, the Assertio Royalty Agreement provides that the Company will receive all royalty and milestone payments due under the license agreements between Assertio and its licensees. The Company has elected to continue to elect the fair value option and carry the financial asset at fair value. The Assertio 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. During the third quarter of 2018, 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 did not have the power to direct the activities of Depo DR Sub, LLC that most significantly impact Depo DR Sub, LLC’s economic performance and was not the primary beneficiary of Depo DR Sub, LLC; therefore, Depo DR Sub, LLC was not subject to consolidation by the Company. As of March 31, 2019 , the Company’s variable interest entity assessment remains unchanged. As of December 31, 2018, in conjunction with the amendment described above, the Company was provided the power to direct the activities of Depo DR Sub, LLC and is the primary beneficiary of Depo DR Sub, LLC; therefore, Depo DR Sub, LLC is subject to consolidation by the Company. As of March 31, 2019 , Depo DR Sub, LLC did not have any assets or liabilities of value for consolidation with 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 approximately a nine -year period. The discount rates utilized range from 10% to 24% . Significant judgment is required in selecting appropriate discount rates. At March 31, 2019 , 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 $22.6 million or increase by $26.8 million, respectively. A third-party expert was engaged to assist management develop its original estimate of the expected future cash flows, which was updated after the acquisition of Assertio’s reversionary interest in August 2018. 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 or decrease by $6.6 million, respectively. When the Company acquired the Assertio 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 2013 a generic equivalent to Glumetza was approved by the U.S. Food and Drug Administration (“FDA”) and in August 2016, two additional generic equivalents to Glumetza were approved to enter the U.S. market. In February 2016, Lupin Pharmaceuticals, Inc., in August 2017, Teva Pharmaceutical Industries Ltd., and in July 2018, Sun Pharmaceutical, Inc. (“Sun”) each launched a generic equivalent approved product. 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. In February 2016, at the Company’s request and pursuant to the Assertio Royalty Agreement, Assertio 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, Assertio, 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 (now Bausch Health), Assertio 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 Assertio $13.0 million . The full amount of the settlement payment was transferred to the Company under the terms of the Assertio Royalty Agreement in November 2017. In October 2018, PDL submitted notice of its intent to exercise its audit right under the Assertio Royalty Agreement with respect to the period beginning January 1, 2016 and ending December 31, 2018. At September 30, 2018, 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. These data and assumptions are based on available but limited information. At March 31, 2019 , 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 Bausch Health. As of March 31, 2019 , 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 Bausch Health’s marketing and pricing strategy, as well as Sun’s recently launched generic product 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. On May 31, 2016, the Company obtained a notification indicating that the FDA approved Jentadueto XR for use in patients with Type 2 diabetes. In June 2016, the Company received a $6.0 million milestone upon FDA approval pursuant to the terms of the Assertio 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 March 31, 2019 , 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 Assertio 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 Assertio 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 March 31, 2019 , the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $263.8 million and the maximum loss exposure was $263.8 million . Viscogliosi Brothers Royalty Agreement On June 26, 2014, the Company entered into a Royalty Purchase and Sale Agreement (the “VB Royalty Agreement”) with Viscogliosi Brothers, LLC (“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 held by VB and commercialized by Paradigm Spine, LLC (“Paradigm Spine”), in exchange for a $15.5 million cash payment, less fees. The royalty rights acquired include 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’s ability to repurchase the royalty right for a specified amount expired on June 26, 2018. The fair value of the royalty rights at March 31, 2019 , 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 approximately 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 $1.3 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 or decrease by $0.4 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 each reporting period, an evaluation is performed to assess those estimates, discount rate utilized and general market conditions affecting fair market value. As of March 31, 2019 , the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $14.2 million and the maximum loss exposure was $14.2 million . University of Michigan Royalty Agreement On November 6, 2014, the Company acquired a portion of all royalty payments of the Regents of the University of Michigan’s (“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. A third-party expert is engaged by the Company to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Based on the analysis performed, management revised the underlying assumptions used in the discounted cash flow analysis. As of March 31, 2019 , the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows. The fair value of the royalty right at March 31, 2019 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 approximately a three -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 $1.0 million or increase by $1.1 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by $0.6 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 rate utilized and general market conditions affecting fair market value is performed in each reporting period. As of March 31, 2019 , the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $25.1 million and the maximum loss exposure was $25.1 million . 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 Pharmaceuticals, Inc. (“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 receives 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 March 31, 2019 , and December 31, 2018 , 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 March 31, 2019 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 approximately 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 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 March 31, 2019 , management performed an evaluation of those estimates, discount rate utilized and general market conditions to determine the fair market value of the asset, and such an evaluation is performed for each reporting period. As of March 31, 2019 , 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. As of March 31, 2019 , the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $72.5 million and the maximum loss exposure was $72.5 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 March 31, 2019 , 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 approximately a seven -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 less than $0.1 million or increase by less than $0.1 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by less than $0.1 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 rate utilized and general market conditions affecting fair market value is performed in each reporting period. As of March 31, 2019 , the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $0.6 million and the maximum loss exposure was $0.6 million . The following tables summarize the changes in Level 3 Royalty Right Assets and the gains and losses included in earnings for the three months ended March 31, 2019 : 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, 2018 $ 376,510 Financial instruments purchased — Total net change in fair value for the period Change in fair value of royalty rights - at fair value $ 12,257 Proceeds from royalty rights - at fair value $ (12,620 ) Total net change in fair value for the period (363 ) Fair value as of March 31, 2019 $ 376,147 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets Fair Value as of Royalty Rights - Fair Value as of (in thousands) December 31, 2018 Change in Fair Value March 31, 2019 Assertio (formerly Depomed) $ 264,371 $ (552 ) $ 263,819 VB 14,108 128 14,236 U-M 25,595 (536 ) 25,059 AcelRx 70,380 2,088 72,468 KYBELLA 2,056 (1,491 ) 565 $ 376,510 $ (363 ) $ 376,147 The following table summarizes the changes in Level 3 Liabilities and the gains and losses included in earnings for the three months ended March 31, 2019 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities (in thousands) Contingent Consideration Fair value as of December 31, 2018 $ (1,071 ) Financial instruments purchased — Settlement of financial instrument 1 1,071 Total net change in fair value for the period — Fair value as of March 31, 2019 $ — ______________ 1 Represents the final conversion consideration and earn out liability for the LENSAR acquisition of assets from Precision Eye Services. 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: Three Months Ended March 31, (in thousands) 2019 2018 Total change in fair value for the period included in earnings for royalty right assets held at the end of the reporting period $ 12,257 $ 11,091 Total change in fair value for the period included in earnings for liabilities held at the end of the reporting period $ — $ 600 Assets/Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets consist of long-lived assets, including property and equipment and intangible assets and the 1.7 million shares of Alphaeon Class A common stock, received in connection with loans made to LENSAR by the Company prior to its acquisition of LENSAR. During the three months ended June 30, 2018, the Company recorded an impairment charge of $152.3 million for the Noden intangible assets related to the increased probability of a generic form of aliskiren being launched in the United States. As a result of this impairment charge, which was based on the estimated fair value of the assets, the remaining carrying value of these intangible assets was determined to be $40.1 million . The fair value calculation included level 3 inputs. The Company’s carrying value of the investment in Alphaeon as of both March 31, 2019 and December 31, 2018 is $6.6 million based on an estimated per share value of $3.84 , which was established by a valuation performed when the shares were acquired. The value of the Company’s investment in Alphaeon is not readily determinable as Alphaeon’s shares are not publicly traded. The Company evaluates the fair value of this investment by performing a qualitative assessment each reporting period. If the results of this qualitative assessment indicate that the fair value is less than the carrying value, the investment is written down to its fair value. There have been no such write downs since the Company acquired these shares. This investment is included in Other long-term assets. For additional information on the Alphaeon investment, see Note 7, Notes and Other Long-Term Receivables . Assets/Liabilities Not Subject to Fair Value Recognition The following tables present the fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy: March 31, 2019 December 31, 2018 (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 $ — $ 58,779 $ 50,191 $ — $ 57,322 Hyperion note receivable 1,200 — 1,200 1,200 — 1,200 CareView note receivable 11,458 — 11,458 11,458 — 11,458 Total $ 62,849 $ — $ 71,437 $ 62,849 $ — $ 69,980 Liabilities: February 2018 Notes $ — $ — $ — $ — $ — $ — December 2021 Notes 126,567 171,864 — 124,644 151,356 — Total $ 126,567 $ 171,864 $ — $ 124,644 $ 151,356 $ — During the year ended December 31, 2018 the Company recorded an impairment loss of $8.2 million to the note receivable with CareView Communications, Inc. (“CareView”). There were no impairment losses on notes receivable in the period ended March 31, 2019 . As of March 31, 2019 and December 31, 2018 , the estimated fair values of the Hyperion Catalysis International, Inc. (“Hyperion”) note receivable, and CareView note receivable were determined using one or more discounted cash flow models, incorporating expected principal and interest payments. In addition, during the year ended December 31, 2018, the fair value of the CareView note receivable also considered the recoverability of the note receivable balance utilizing third-party revenue multiples for small cap healthcare technology companies. As of March 31, 2019 and December 31, 2018 , the estimated fair value of the Wellstat Diagnostics note receivable was determined by using an asset approach and discounted cash flow model related to the underlying collateral and adjusted to consider estimated costs to sell the assets. The Company engages a third-party valuation expert when |
Cash Equivalents and Investment
Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Investments | 5. Cash and Cash Equivalents As of March 31, 2019 and December 31, 2018 the Company had invested its excess cash balances primarily in cash and money market funds. The following tables summarize the Company’s cash and cash equivalents’ amortized cost and fair value by significant investment category reported as cash and cash equivalents as of March 31, 2019 and December 31, 2018 : (in thousands) Amortized Cost Estimated Fair Value March 31, 2019 Cash $ 138,712 $ 138,712 Money market funds 227,612 227,612 Total $ 366,324 $ 366,324 December 31, 2018 Cash $ 167,871 $ 167,871 Money market funds 226,719 226,719 Total $ 394,590 $ 394,590 The Company recognized zero and $0.8 million of gains on sales of available-for-sale securities in the three months ended March 31, 2019 and March 31, 2018 , respectively. |
Notes Receivable and Other Long
Notes Receivable and Other Long-term Receivables | 3 Months Ended |
Mar. 31, 2019 | |
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. 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 Supreme Court of New York 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. On February 6, 2018, the Supreme Court of New York issued an order from the bench which enjoins the Wellstat Diagnostics Guarantors from selling, encumbering, removing, transferring or altering the collateral pending the outcome of the proceedings before it. The Supreme Court of New York also issued an order precluding the Company from foreclosing on certain of the Wellstat Diagnostics Guarantors’ collateral pending the outcome of the proceedings before it. In September of 2018, discovery in the New York action was completed. Summary judgment motions were filed by Wellstat Diagnostics and the Company in 2018. The court has ordered a hearing on the summary judgment motions for May 22, 2019. In an unrelated litigation, Wellstat Therapeutics filed a lawsuit against BTG International, Inc. for breach of contract (the “BTG Litigation”). In September 2017, the Delaware Chancery Court found in favor of Wellstat Therapeutics and awarded a judgment of $55.8 million in damages, plus interest. In October 2017, the Company filed a motion with the Supreme Court of New York requesting a pre-judgement attachment of the award. In June 2018, the Delaware Supreme Court largely affirmed the September 2017 decision of the Delaware Chancery Court, including the $55.8 million awarded in judgment. In August of 2018, in a letter to the Company’s counsel, Wellstat Guarantors’ counsel confirmed that the Wellstat Guarantors are preserving the BTG Litigation judgment award proceeds consistent with the New York Court’s prior directions. 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 has been joined for all purposes, including discovery and trial, and consolidated with the pending case filed by the Company. 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 March 31, 2019 , 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 (which is also a Wellstat Diagnostics Guarantor) entered into an agreement whereby Hyperion sold to the Company the royalty streams accruing from January 1, 2012 through December 31, 2013 due from Showa Denko K.K. (“SDK”) related to a certain patent license agreement between Hyperion and SDK dated December 31, 2008. In exchange for the lump sum payment to Hyperion of $2.3 million , in addition to any royalties from SDK, the Company was to receive two equal payments of $1.2 million on March 5, 2013 and March 5, 2014. The first payment of $1.2 million was paid on March 5, 2013, but the second payment that was due on March 5, 2014 has not been made by Hyperion. Effective as of such date and as a result of the event of default, the Company ceased to accrue interest revenue. As of March 31, 2019 , the estimated fair value of the collateral was determined to be in excess of the carrying value. There can be no assurance of realizing value from such collateral in the event of the Company’s foreclosure on the collateral. Avinger Credit and Royalty Agreement On April 18, 2013, the Company entered into a credit agreement with Avinger, Inc. (the “Avinger Credit and Royalty Agreement”). Under the terms of the Avinger Credit and Royalty Agreement, the Company received 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 payable to the Company prior to its maturity date, the royalty on Avinger’s net revenues was reduced by 50% , subject to certain minimum payments from the prepayment date until April 18, 2018. The Company accounted for the royalty rights in accordance with the fair value option. As of April 18, 2018, there were no further obligations owed to the Company. 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 loans comprised of two tranches of $20.0 million each, subject to CareView’s attainment of specified milestones relating to the placement of CareView Systems. 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 and the Company funded the first tranche of $20.0 million , net of fees, based on CareView’s attainment of the first milestone, as amended. The second $20.0 million tranche was not funded due to CareView’s failure to achieve the related funding milestones and there is no additional funding obligation due from the Company. Outstanding borrowings under the credit agreement bear interest at the rate of 13.5% per annum and are payable quarterly in arrears. As part of the original credit agreement, 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. In February 2018, the Company entered into a modification agreement with CareView (the “February 2018 Modification Agreement”) whereby the Company agreed, effective 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 February 2018 Modification Agreement, the Company agreed that (i) a lower liquidity covenant would be applicable and (ii) principal repayment would be delayed until 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 repriced from $0.40 to $0.03 per share and, subject to the occurrence of certain events, CareView agreed to grant the Company additional equity interests. In September 2018, the Company entered into an amendment to the February 2018 Modification Agreement with CareView whereby the Company agreed, effective as of September 28, 2018, that a lower liquidity covenant would be applicable. At March 31, 2019 , the Company estimated the fair value of the warrants to be less than $0.1 million . As a result of the February 2018 Modification Agreement, the Company determined the loan to be impaired and it ceased to accrue interest revenue effective October 1, 2017. In December 2018, the Company further modified the loan by agreeing that (i) a lower liquidity covenant would be applicable, (ii) the first principal payment would be deferred until January 31, 2019, and (iii) the scheduled interest payment due December 31, 2018 would be deferred until January 31, 2019. As of March 31, 2019, the principal repayment and interest payments were deferred until April 30, 2019. The principal repayment and interest payment were subsequently deferred until May 15, 2019. In December 2018, and in consideration of the further modification to the credit agreement, the Company completed an impairment analysis and determined that the note was impaired and recorded an impairment loss of $8.2 million . For additional information see Note 4, Fair Value Measurements . |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | . Accrued Liabilities Accrued liabilities consist of the following: (in thousands) March 31, December 31, Accrued rebates, chargebacks and other revenue reserves $ 14,836 $ 20,133 Deferred revenue 5,370 8,811 Compensation 3,586 4,468 Interest 1,375 344 Legal 490 623 Dividend payable 15 15 Customer advances 4 1 Other 5,191 4,917 Total $ 30,867 $ 39,312 The following table provides a summary of activity with respect to the Company’s sales allowances and accruals for the three months ended March 31, 2019 : (in thousands) Discount and Distribution Fees Government Rebates and Chargebacks Assistance and Other Discounts Product Returns Total Balance at December 31, 2018 $ 3,094 $ 8,901 $ 3,457 $ 4,681 $ 20,133 Allowances for current period sales 2,173 4,396 1,974 554 9,097 Allowances for prior period sales — 1,841 120 — 1,961 Credits/payments for current period sales (351 ) (1,028 ) (546 ) (31 ) (1,956 ) Credits/payments for prior period sales (2,483 ) (7,972 ) (2,887 ) (1,057 ) (14,399 ) Balance at March 31, 2019 $ 2,433 $ 6,138 $ 2,118 $ 4,147 $ 14,836 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Lease Guarantee In connection with the spin-off (the “Spin-Off”) by the Company of Facet Biotech Corporation (“Facet”), 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 the Company for all matters related to the leases attributable to the period after the Spin-Off date. 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. As of March 31, 2019 , the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $31.0 million . 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 Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 , 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. Purchase Obligations Noden and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden a bulk tableted form of the Noden Products, and for the additional supply of active pharmaceutical ingredient (“API”) form, for specified periods of time prior to the transfer of manufacturing responsibilities for the Noden Products to another manufacturer. The supply agreement may be terminated by either party for material breach that remains uncured for a specified time period. Noden has placed firm orders for bulk product of $22.5 million , which will be fulfilled within the next twelve months. Under the terms of the supply agreement, Noden is committed to purchase certain minimum quantities of bulk product and API that would amount to approximately $123.6 million over the next thirty-six months if fulfilled, of which $50.0 million is committed over the next twelve months. While the supply agreement provides that the parties will agree to reasonable accommodations with respect to changes in firm orders, the Company expects that Noden will meet the requirements of the supply agreement, unless otherwise negotiated. The commitments in the supply agreement terminate upon transfer to another manufacturer. In addition, upon the termination of the supply agreement, which is the earlier of November 30, 2020 or upon transfer to another manufacturer of API, Noden must acquire within 60 days all remaining API inventory produced by Novartis. The supply agreement does not specify minimum quantities but details pricing terms. LENSAR entered into various supply agreements for the manufacture and supply of certain components. The supply agreements commit LENSAR to a minimum purchase obligation of approximately $7.4 million over the next twenty-four months, of which $5.1 million is due in the next twelve months. LENSAR expects to meet these requirements. Escrow Receivable 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 MAMKangaroo Lender, LLC, a Delaware limited liability company (the kaléo Purchaser”), pursuant to which the Company sold its entire interest in the kaléo Note for an aggregate cash purchase price of $141.7 million . Pursuant to the terms of the kaléo Note Sale Agreement, $1.4 million of the aggregate purchase price was deposited into an escrow account as a potential payment against certain contingencies. The escrow period ended on March 20, 2019 and the escrow agent released the entire $1.4 million to the Company. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible and Non-Recourse Notes | . Convertible Senior Notes Principal Balance Outstanding Carrying Value March 31, March 31, December 31, Description Maturity Date 2019 2019 2018 (in thousands) Convertible Senior Notes December 2021 Notes December 1, 2021 $ 150,000 $ 126,567 $ 124,644 Total $ 126,567 $ 124,644 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 were due February 1, 2018. In November 2015, $53.6 million in aggregate principal amount of the February 2018 Notes were repurchased and in November 2016 an additional $120.0 million in aggregate principal amount of the February 2018 Notes were repurchased in open market transactions. In connection with these repurchases, the Company unwound a corresponding portion of the purchased call options and warrants related to the 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. Interest expense for the February 2018 Notes on the Company’s Condensed Consolidated Statements of Income was as follows: Three Months Ended March 31, (in thousands) 2019 2018 Contractual coupon interest $ — $ 421 Amortization of debt issuance costs — 88 Amortization of debt discount — 293 Total $ — $ 802 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 the capped call transaction described below, was used to extinguish $120.0 million of the February 2018 Notes. Upon the occurrence of a fundamental change, as defined in the indenture entered into in connection with the December 2021 Notes (the “December 2021 Notes 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 ended June 30, 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 December 2021 Notes 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 December 2021 Notes 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 represented the estimated market interest rate for a similar nonconvertible instrument available to the Company 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 March 31, 2019 , the remaining discount amortization period is 2.7 years . The carrying value and unamortized discount of the December 2021 Notes were as follows: (in thousands) March 31, 2019 December 31, 2018 Principal amount of the December 2021 Notes $ 150,000 $ 150,000 Unamortized discount of liability component (23,433 ) (25,356 ) Net carrying value of the December 2021 Notes $ 126,567 $ 124,644 Interest expense for the December 2021 Notes on the Company’s Condensed Consolidated Statements of Income was as follows: Three Months Ended March 31, (in thousands) 2019 2018 Contractual coupon interest $ 1,031 $ 1,031 Amortization of debt issuance costs 20 19 Amortization of debt discount 138 134 Amortization of conversion feature 1,766 1,598 Total $ 2,955 $ 2,782 As of March 31, 2019 , the December 2021 Notes are not convertible. Capped Call Transaction In connection 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. This 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 senior 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 it should be accounted for as separate transaction and classified as a net reduction to additional paid-in capital within stockholders’ equity with no recurring fair value measurement recorded. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 14. Other Long-Term Liabilities Other long-term liabilities consist of the following: March 31, December 31, (in thousands) 2019 2018 Uncertain tax positions $ 32,047 $ 31,706 Deferred tax liabilities 15,681 13,847 Accrued lease guarantee 10,700 10,700 Long-term incentive accrual 136 125 Dividend payable 4 4 Other 1,296 461 Total $ 59,864 $ 56,843 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation The Company grants restricted stock awards and stock options pursuant to a stockholder approved stock-based incentive plan. The following table summarizes the Company’s stock option and restricted stock award activity during the three months ended March 31, 2019 : Stock Options Restricted Stock Awards (in thousands, except per share amounts) Number of Shares Outstanding Weighted Average Exercise Price Number of Shares Outstanding Weighted Average Grant-date Fair Value Per Share Balance at December 31, 2018 7,869 $ 2.82 883 $ 2.87 Granted 4,783 $ 3.72 783 $ 3.71 Forfeited or canceled — $ — (18 ) $ 2.52 Balance at March 31, 2019 12,652 $ 3.16 1,648 $ 3.27 |
Cash Dividends
Cash Dividends | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 17. Stockholders’ Equity Stock Repurchase Program On September 25, 2017, the Company announced that its 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 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 this share repurchase program were retired and restored to authorized but unissued shares of common stock. The Company repurchased 8.7 million shares of its common stock under the share repurchase program during the fiscal year ended December 31, 2018, for an aggregate purchase price of $25.0 million , or an average cost of $2.86 per share, including trading commissions. On September 24, 2018, the Company announced that its board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $100.0 million pursuant to a share repurchase program. Repurchases under the share repurchase program will be made from time to time in the open market or in privately negotiated transactions and funded from the Company’s working capital. The amount and timing of such repurchases will depend upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a trading plan under Rule 10b5-1, which 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 this share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. The Company repurchased 13.1 million shares of its common stock under this share repurchase program during the three months ended March 31, 2019 , for an aggregate purchase price of $44.4 million , or an average cost of $3.38 per share, including trading commissions. Since the inception of this share repurchase program through March 31, 2019, the Company has repurchased 21.8 million shares for an aggregate purchase price of $69.9 million , or an average cost of $3.21 per share, including trading commissions. The program may be suspended or discontinued at any time without notice. As of March 31, 2019, the Company had 400,000 shares held in treasury stock at a total cost of $1.5 million . Those shares were settled and retired on April 5, 2019. |
Customer Concentration
Customer Concentration | 3 Months Ended |
Mar. 31, 2019 | |
Customer Concentration [Abstract] | |
Concentration Risk Disclosure [Text Block] | 6. Concentration of Credit Risk Product Line Concentration The percentage of total revenue recognized, which individually accounted for 10% or more of the Company’s total revenues in one or more of the periods presented below, was as follows: Three Months Ended March 31, Licensee 2019 2018 Noden 51% 48% Assertio 27% 19% LENSAR 17% 13% |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes Income tax expense for the three months ended March 31, 2019 and 2018 , was $2.8 million and $1.0 million , respectively, which resulted primarily from applying the federal statutory income tax rate to income before income taxes. The Company’s effective tax rate for the current period differs from the U.S. federal statutory rate of 21% due primarily to the effect of state income taxes and non-deductible executive compensation, less the foreign tax rate differential associated with the Company’s Noden DAC operations in Ireland. The uncertain tax positions did not change during the three months ended March 31, 2019 and 2018. The Company’s income tax returns are subject to examination by U.S. federal, foreign, state and local tax authorities for tax years 2000 forward. The Company is currently under audit by the California Franchise Tax Board (the “CFTB”) for the tax years 2009 through 2015 and the Internal Revenue Service (the “IRS”) for the tax year 2016. The timing of the resolutions to these audits 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 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 CFTB or IRS audits that would affect the effective tax rate or deferred tax assets over the next 12 months. |
Intangibles and Goodwill (Notes
Intangibles and Goodwill (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | . Intangible Assets Intangible Assets, Net On June 8, 2018, Noden DAC entered into a Settlement Agreement (the “Settlement Agreement”) with Anchen Pharmaceuticals, Inc. and its affiliates (“Anchen”) to resolve the patent litigation relating to infringement of U.S. Patent No. 8,617,595 (the “‘595 Patent”) based on their submission of an Abbreviated New Drug Application (“ANDA”) seeking authorization from the FDA to market a generic version of aliskiren, the active ingredient in the Tekturna and Tekturna HCT drug. Under the Settlement Agreement, Anchen, the sole ANDA filer of which the Company is aware, agreed to not commercialize its generic version of aliskiren prior to March 1, 2019. Per the Settlement Agreement, Anchen may commercialize their formulation of aliskiren, but is not permitted to commercialize a copy of Tekturna. Accordingly, management evaluated the ongoing value of the Noden DAC asset group based upon the probability of Anchen’s market entry of a generic version of aliskiren in the United States and the associated cash flows and conducted a test for impairment. Due to the increased probability of a generic version of aliskiren being launched in the United States, the Company revised its estimates of future cash flows and as a result of this analysis, determined that the sum of undiscounted cash flows was not greater than the carrying value of the assets. Therefore, the Company performed a discounted cash flow analysis to estimate the fair value of the asset group in accordance with ASC Topic 360, Impairment or Disposal of Long-lived Assets . The cash flows used in this analysis are those expected to be generated by market participants, discounted to reflect an appropriate amount of risk, which was determined to be 21% . The Company concluded that the Noden DAC acquired product rights and customer relationship long-lived assets, with a carrying amount of $192.5 million , were no longer recoverable and wrote them down to their estimated fair value of $40.1 million , resulting in an impairment charge of $152.3 million in the second quarter of 2018. This write-down is included in “Impairment of intangible assets” in the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . On March 4, 2019, the Company announced the U.S. commercial launch of an authorized generic form of Tekturna, with the same drug formulation as Tekturna. The Company performed an impairment assessment of the Noden asset group at this time by estimating the undiscounted future cash flows with respect to the asset against its carrying value and concluded a further impairment was not required. On March 22, 2019, the FDA approved Anchen’s generic form of aliskiren. The Company performed an impairment assessment of the Noden asset group at this time and concluded no further impairment was required. Future events, such as FDA approval of additional generic forms of aliskiren, or pricing or market share pressure resulting from existing generic competition, may be further indicators of impairment which may require the Company to perform additional impairment testing. The components of intangible assets as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Acquired products rights (1) $ 36,143 $ (3,389 ) $ 32,754 $ 36,143 $ (2,258 ) $ 33,885 Customer relationships (1) (2) 8,028 (997 ) 7,031 8,028 (782 ) 7,246 Acquired technology (2) (3) 11,011 (1,402 ) 9,609 11,011 (1,203 ) 9,808 Acquired trademarks (2) 570 (218 ) 352 570 (190 ) 380 $ 55,752 $ (6,006 ) $ 49,746 $ 55,752 $ (4,433 ) $ 51,319 ________________ (1) The Company acquired certain intangible assets as part of the Noden transaction. They are being amortized on a straight-line basis over a weighted-average period of eight years . (2) The Company acquired certain intangible assets as part of its acquisition of LENSAR in May 2017. They are being amortized on a straight-line basis over a weighted-average period of 15 years . 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. (3) The Company acquired certain intangible assets as part of the foreclosure on certain of Direct Flow Medical assets. They are being amortized on a straight-line basis over a weighted-average period of 10 years . For the three months ended March 31, 2019 and March 31, 2018 , amortization expense was $1.6 million and $6.3 million , respectively. Based on the intangible assets recorded at March 31, 2019 , and assuming no subsequent additions to or impairment of the underlying assets, the remaining amortization expense is expected to be as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 4,704 2020 6,240 2021 6,209 2022 6,104 2023 6,040 Thereafter 20,449 Total remaining amortization expense $ 49,746 |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 18. Segment Information Information regarding the Company’s segments for the three months ended March 31, 2019 and 2018 is as follows: Revenues by segment Three Months Ended March 31, (in thousands) 2019 2018 Pharmaceutical $ 19,961 $ 18,342 Medical Devices 6,726 4,982 Income Generating Assets 12,226 15,194 Total revenues $ 38,913 $ 38,518 Income (loss) by segment Three Months Ended March 31, (in thousands) 2019 2018 Pharmaceutical $ 5,645 $ (1,716 ) Medical Devices (1,215 ) (584 ) Income Generating Assets 2,250 3,902 Total net income $ 6,680 $ 1,602 Information regarding the Company’s segments as of March 31, 2019 and December 31, 2018 is as follows: Long-lived assets by segment (in thousands) March 31, December 31, Pharmaceutical $ 4,113 $ 3,682 Medical Devices 2,828 3,545 Income Generating Assets 169 160 Total long-lived assets $ 7,110 $ 7,387 The operations for the Pharmaceutical and Medical Devices segments are primarily located in Italy, Ireland and the United States, respectively. |
Inventory (Notes)
Inventory (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | 8. Inventories Inventories consisted of the following: March 31, December 31, (in thousands) 2019 2018 Raw materials $ 6,125 $ 6,214 Work in process 1,089 549 Finished goods 8,333 12,179 Total inventory $ 15,547 $ 18,942 As of March 31, 2019 and December 31, 2018 , the Company deferred approximately $0.1 million and $0.5 million , respectively, of costs associated with inventory transfers made under the Company’s third party logistic provider service arrangement. These costs have been recorded as Prepaid and other current assets on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 . The Company will recognize the cost of product sold as inventory is transferred from its third-party logistics provider to the Company’s customers. During each of the three months ended March 31, 2019 and 2018, the Company recognized inventory write-downs of $0.1 million related to the Noden Products that the Company would not be able to sell prior to their expiration. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 17. Stockholders’ Equity Stock Repurchase Program On September 25, 2017, the Company announced that its 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 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 this share repurchase program were retired and restored to authorized but unissued shares of common stock. The Company repurchased 8.7 million shares of its common stock under the share repurchase program during the fiscal year ended December 31, 2018, for an aggregate purchase price of $25.0 million , or an average cost of $2.86 per share, including trading commissions. On September 24, 2018, the Company announced that its board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $100.0 million pursuant to a share repurchase program. Repurchases under the share repurchase program will be made from time to time in the open market or in privately negotiated transactions and funded from the Company’s working capital. The amount and timing of such repurchases will depend upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a trading plan under Rule 10b5-1, which 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 this share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. The Company repurchased 13.1 million shares of its common stock under this share repurchase program during the three months ended March 31, 2019 , for an aggregate purchase price of $44.4 million , or an average cost of $3.38 per share, including trading commissions. Since the inception of this share repurchase program through March 31, 2019, the Company has repurchased 21.8 million shares for an aggregate purchase price of $69.9 million , or an average cost of $3.21 per share, including trading commissions. The program may be suspended or discontinued at any time without notice. As of March 31, 2019, the Company had 400,000 shares held in treasury stock at a total cost of $1.5 million . Those shares were settled and retired on April 5, 2019. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customers [Abstract] | |
Revenue from Contract with Customer [Text Block] | 2. Revenue from Contracts with Customers Revenue Nature of Goods and Services The following is a description of principal activities - separated by reportable segments - from which the Company generates its revenue. For more detailed information about reportable segments, see Note 18, Segment Information . Pharmaceutical The Company’s Pharmaceutical segment consists of revenue derived from the branded prescription Noden Products, which were acquired by Noden Pharma DAC, a subsidiary of the Company (“Noden DAC”), from Novartis in July 2016 and the authorized generic launched in March 2019. Prior to the transfer of the marketing authorization rights for the Noden Products, all of the Noden Products were distributed by Novartis and the Company presented revenue on a “net” basis and established a reserve for retroactive adjustment to the profit transfer with Novartis. Beginning on October 5, 2016, when the marketing authorization rights were transferred from Novartis to Noden Pharma USA, Inc., a wholly-owned subsidiary of the Company (“Noden USA”), Noden USA began to distribute the Noden Products in the United States and started to record revenue on a “gross” basis with a reserve for allowances at such time. Consequently, all revenue for the branded prescription Noden Products sold in the United States for all periods presented herein are on a gross basis. Novartis continued to distribute the Noden Products in all countries outside of the United States until August 31, 2017. Beginning on September 1, 2017, Noden DAC began distributing the Noden Products to select countries outside the United States. The Company presented revenue for Noden Products sold by Novartis outside of the United States on a “net” basis. As of the second quarter of 2018, Noden DAC recognized all revenue on a gross basis. Consequently, sales of branded prescription Noden Products outside the United States are presented on a gross basis in 2019 and a combination of gross and net basis in 2018, depending on the country in which the revenue was recognized and the timing of the marketing transfer from Novartis to Noden DAC. Noden USA launched an authorized generic of Tekturna in the United States in March 2019. The Pharmaceutical segment principally generates revenue from products sold to wholesalers and distributors. Customer orders are generally fulfilled within a few days of receipt resulting in minimal order backlog. Contractual performance obligations are usually limited to transfer of the product to the customer. The transfer occurs either upon shipment or upon receipt of the product in certain countries outside the United States after considering when the customer obtains control of the product. In addition, for some non-U.S. countries, the Company sells product on a consignment basis where control is not transferred until the customer resells the product to an end user. At these points, customers are able to direct the use of and obtain substantially all of the remaining benefits of the product. Sales to customers are initially invoiced at contractual list prices. Payment terms are typically 30 to 90 days based on customary practice in each country. Revenue is reduced from the list price at the time of recognition for expected chargebacks, discounts, rebates, sales allowances and product returns, which are referred to as gross-to-net adjustments. These reductions are attributed to various commercial agreements, managed healthcare organizations and government programs such as Medicare, Medicaid, and the 340B Drug Pricing Program containing various pricing implications such as mandatory discounts, pricing protection below wholesaler list price and other discounts when Medicare Part D beneficiaries are in the coverage gap. These various reductions in the transaction price have been estimated using either a most likely amount, in the case of prompt pay discounts, or expected value method for all other variable consideration and have been reflected as liabilities and are settled through cash payments, typically within time periods ranging from a few months to one year. Significant judgment is required in estimating gross-to-net adjustments considering legal interpretations of applicable laws and regulations, historical experience, payer channel mix, current contract prices under applicable programs, unbilled claims, processing time lags and inventory levels in the distribution channel. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Medical Devices The Medical Devices segment principally generates revenue from the sale and lease of the LENSAR ® Laser System, which may include equipment, PIDs or consumables, procedure licenses, and training, installation, warranty and maintenance agreements. For bundled packages, the Company accounts for individual products and services separately if they are distinct - i.e. if a product or service is separately identifiable from other items in the bundled package and if the customer can benefit from it on its own or with other resources that are readily available to the customer. The LENSAR ® Laser System, standard warranty training and installation services are one performance obligation. All other elements are separate performance obligations. PIDs, procedure licenses, warranty and maintenance services are also sold on a stand-alone basis. As the Company both sells and leases the LENSAR ® Laser System, the consideration (including any discounts) is first allocated between lease and non-lease components and then allocated between the separate products and services based on their stand-alone selling prices. The stand-alone selling prices for the PIDs and procedure licenses are determined based on the prices at which the Company separately sells the PIDs and procedure licenses. The LENSAR ® Laser System and warranty stand-alone selling prices are determined using the expected cost plus a margin approach. For LENSAR ® Laser System sales, the Company recognizes Product revenue when a customer takes possession of the system. This usually occurs after the customer signs a contract, LENSAR installs the system, and LENSAR performs the requisite training for use of the system. For LENSAR ® Laser System leases, the Company recognizes Product revenue over the length of the lease in accordance with ASC Topic 840, Leases , through December 31, 2018 and in accordance with ASC Topic 842, Leases , after January 1, 2019. For additional information regarding accounting for leases, see Note 11, Leases . The LENSAR ® Laser System requires both a consumable and a procedure license to perform each procedure. The Company recognizes Product revenue for PIDs when the customer takes possession of the PID. PIDs are sold by the case. The Company recognizes Product revenue for procedure licenses when a customer purchases a procedure license from the web portal. Typically, consideration for PIDs and procedure licenses is considered fixed consideration except for certain customer agreements that provide for tiered volume discount pricing which is considered variable consideration. The Company offers an extended warranty that provides additional services beyond the standard warranty. The Company recognizes Product revenue from the sale of extended warranties over the warranty period. Customers have the option of renewing the warranty period, which is considered a new and separate contract. Income Generating Assets For licenses of intellectual property, if the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In January 2018, DFM, LLC, a wholly-owned subsidiary of the Company, granted an exclusive license related to certain Direct Flow Medical, Inc. assets in exchange for $0.5 million in cash and up to $2.0 million in royalty payments. The $0.5 million payment was accounted for in accordance with ASC 606 under which the full cash payment was recognized as revenue in the first quarter of 2018 as DFM, LLC had fulfilled its performance obligation under the agreement. Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by segment and geographic location as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. In the following table, revenue is disaggregated by segment and primary geographical market for the three months ended March 31, 2019 and 2018 : Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Medical Devices Pharmaceutical Medical Devices Pharmaceutical Primary geographical markets: North America $ 2,084 $ 12,138 $ 1,704 $ 10,931 Europe 1,017 5,582 615 5,991 Asia 2,269 2,241 1,114 1,420 Other 119 — 113 — Total revenue from contracts with customers 1 $ 5,489 $ 19,961 $ 3,546 $ 18,342 _______________ 1 The table above does not include lease revenue from the Company’s Medical Devices segment. For the three-month periods ended March 31, 2019 and 2018 , revenue accounted for under Topic 842 and 840, Leases, was $1.2 million and $1.4 million , respectively. For additional information, see Note 11, Leases. Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: (in thousands) March 31, 2019 December 31, 2018 Receivables, current and noncurrent, net $ 15,867 $ 20,655 Contract assets $ 5,360 $ 2,595 Contract liabilities $ 5,452 $ 8,938 Receivables, Net —Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract assets —The Company’s contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists, and therefore invoicing or associated reporting from the customer regarding the computation of the net product sales has not yet occurred. The Company classifies contract assets in Prepaid and other current assets in the Company’s Condensed Consolidated Balance Sheets based on the timing of when it expects to receive payment. (in thousands) Medical Devices Pharmaceutical Total Contract assets at December 31, 2018 $ — $ 2,595 $ 2,595 Payments received — (26 ) (26 ) Contract assets recognized — 2,791 2,791 Contract assets at March 31, 2019 $ — $ 5,360 $ 5,360 Contract Liabilities —The Company’s contract liabilities consist of deferred revenue for products sold to customers for which the performance obligation has not been completed by the Company. The Company classifies deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. The noncurrent portion of deferred revenue is included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets. (in thousands) Medical Devices Pharmaceutical Total Contract liabilities at December 31, 2018 $ 1,167 $ 7,771 $ 8,938 Additions 282 3,347 3,629 Amounts recognized into revenue (344 ) (6,771 ) (7,115 ) Contract liabilities at March 31, 2019 $ 1,105 $ 4,347 $ 5,452 Transaction Price Allocated to Future Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Nine Months Ended (in thousands) December 31, 2019 Thereafter Total Pharmaceutical product sales $ 2,500 $ — $ 2,500 Medical device sales $ 2,942 $ 2,269 $ 5,211 The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for the products delivered or services performed. |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 11. Leases Lessee arrangements The Company has operating leases for corporate offices and certain equipment. The Company’s operating leases have remaining lease terms of 1 to 8 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 3 years. The components of lease expense are as follows: Three Months Ended March 31, (in thousands) 2019 2018 Operating lease cost $ 233 $ 285 Short-term lease cost 25 12 Total lease cost $ 258 $ 297 Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, (in thousands) 2019 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 215 $ 285 Right-of-use-assets obtained in exchange for lease obligations: Operating leases $ 2,111 N/A _______________ N/A = Not applicable The following table presents the lease balances within the Condensed Consolidated Balance Sheet, weighted average remaining lease term, and weighted average discount rates related to the Company’s operating leases (in thousands): Operating Leases Classification March 31, 2019 Operating lease ROU assets Other assets $ 1,882 Operating lease liabilities, current Accrued liabilities $ 855 Operating lease liabilities, long-term Other long-term liabilities 1,064 Total operating lease liabilities Total operating lease liabilities $ 1,919 Weighted average remaining lease term 2.25 years Weighted average discount rate 6 % Maturities of operating lease liabilities as of March 31, 2019 are as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 707 2020 837 2021 473 2022 — 2023 — Thereafter — Total operating lease payments 2,017 Less: imputed interest (98 ) Total operating lease liabilities $ 1,919 Future minimum operating lease payments as of December 31, 2018 were as follows (in thousands): Fiscal Year Amount 2019 $ 1,140 2020 1,003 2021 559 2022 — 2023 — Thereafter — Total $ 2,702 As of March 31, 2019, the Company had no additional significant operating or finance leases that had not yet commenced. Lessor arrangements The Company has operating and sales-type leases for medical device equipment generated from its medical devices segment. The Company’s leases have remaining lease terms of less than one year to five years, some of which include options to extend the leases on a month-to-month basis if the customer does not notify the Company of the intention to return the equipment at the end of the lease term. The Company typically does not offer options to terminate the leases before the end of the lease term. The components of lease income are as follows: Three Months Ended March 31, (in thousands) Classification 2019 2018 Sales-type lease selling price Product revenue, net $ — $ 151 Cost of underlying asset — (58 ) Operating profit $ — $ 93 Interest income on the lease receivable Interest and other income, net $ 12 $ 12 Initial direct costs incurred Operating expense $ — $ (8 ) Operating lease Income Product revenue, net $ 1,237 $ 1,285 Net investment in sales-type leases are as follows: (in thousands) Classification March 31, 2019 December 31, 2018 Lease payment receivable, current Accounts receivable, net and Notes receivable, current $ 458 $ 533 Lease payment receivable, long-term Notes receivable, long-term and Other assets 639 475 Total lease payment receivable $ 1,097 $ 1,008 Maturities of sales-type lease receivables as of March 31, 2019 are as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 368 2020 394 2021 198 2022 150 2023 52 Thereafter — Total undiscounted cash flows 1,162 Present value of lease payments (recognized as lease receivables) 1,097 Difference between undiscounted and discounted cash flows $ 65 Maturities of operating lease receivables as of March 31, 2019 are as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 1,694 2020 1,123 2021 304 2022 26 2023 — Thereafter — Total undiscounted cash flows $ 3,147 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of PDL Biopharma, Inc. and its subsidiaries (collectively, the “Company” or “PDL”) have been prepared in accordance with Generally Accepted Accounting Principles (United States) (“GAAP”) for interim financial information. The financial statements include all adjustments (consisting only of normal recurring adjustments), that management of the Company believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the Company’s audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, 2018 , included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on March 15, 2019. The Condensed Consolidated Balance Sheet at December 31, 2018 , included herein, has been derived from the audited Consolidated Financial Statements at that date, but does not include all disclosures required by GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying Notes to the Condensed 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 notes receivable and inventory, the assessment of recoverability of intangible assets and their estimated useful lives, the valuation and recognition of stock-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. The Condensed Consolidated Financial Statements included herein include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Based on the nature of the Company’s existing investments and how they are managed, the Company structured its operations in three segments designated as Pharmaceutical, Medical Devices and Income Generating Assets. • The Company’s Pharmaceutical segment consists of revenue derived from branded prescription medicine products sold under the name Tekturna ® and Tekturna HCT ® in the United States and Rasilez ® and Rasilez HCT ® in the rest of the world and an authorized generic form of Tekturna sold in the United States (collectively, the “Noden Products”). The branded prescription Noden Products were acquired from Novartis in July 2016 (the “Noden Transaction”). The Company launched its authorized generic form of Tekturna in the United States in March 2019. • The Company’s Medical Devices segment consists of revenue derived from the LENSAR ® Laser System sales made by the Company’s subsidiary, LENSAR, Inc. (“LENSAR”), which may include equipment, Patient Interface Devices (“PIDs” or “consumables”), procedure licenses, and training, installation, warranty and maintenance agreements. • The Company’s Income Generating Assets segment consists of revenue derived from (i) royalty rights - at fair value, (ii) notes and other long-term receivables, (iii) equity investments and (iv) royalties from issued patents in the United States and elsewhere covering the humanization of antibodies (“Queen et al. patents”). Significant Accounting Policies The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Summarized below are the accounting pronouncements adopted subsequent to December 31, 2018. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases, that supersedes Accounting Standards Codification (“ASC”) 840, Leases . Subsequently, the FASB issued several updates to ASU No. 2016-02, codified in ASC Topic 842 (“ASC 842”). The Company adopted ASC 842, Leases, on January 1, 2019 using the modified retrospective method for all leases not substantially completed as of the date of adoption. The reported results for the quarter ended March 31, 2019 reflect the application of ASC 842 guidance while the reported results for the quarter ended March 31, 2018 were prepared under the guidance of ASC 840, which is also referred to herein as “legacy GAAP” or the “previous guidance”. The cumulative impact of the adoption of ASC 842 was not material, therefore, the Company did not record any adjustments to retained earnings. As a result of adopting ASC 842, the Company recorded operating lease right-of-use (“ROU”) assets of $2.1 million and operating lease liabilities of $2.1 million , primarily related to corporate office leases, based on the present value of the future lease payments on the date of adoption. Changes to lessor accounting focused on conforming with certain changes made to lessee accounting and the recently adopted revenue recognition guidance. The adoption of ASC 842 did not materially change how the Company accounts for lessor arrangements. Policy Elections and Practical Expedients Taken For leases that commenced before the effective date of ASC 842, the Company elected the practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company adopted a policy of expensing short-term leases, defined as 12 months or less, as incurred. The Company has a policy to exclude from the consideration in a lessor contract all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific lease revenue-producing transaction and collected by the Company from a lessee. General The Company determines if an arrangement is a lease or contains an embedded lease at inception. The Company has lease arrangements with lease and non-lease components, which are accounted for separately. Lessee arrangements Lessee operating leases are included in Other assets, Accrued liabilities, and Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company does not have lessee financing leases. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable at lease inception. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s remaining lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis as operating expense in the Condensed Consolidated Statements of Income over the lease term. Lessor arrangements The Company leases medical device equipment to customers in both operating lease and sales-type lease arrangements generated from its Medical Devices segment. For sales-type leases, the Company derecognizes the carrying amount of the underlying asset and capitalizes the net investment in the lease, which consists of the total minimum lease payments receivable from the lessee, at lease inception. The Company does not estimate an unguaranteed residual value of the equipment at lease termination because the equipment transfers to the lessee upon completion of the lease. Selling profit or loss is recognized at lease inception. Initial direct costs are recognized as an expense, unless there is no selling profit or loss. If there is no selling profit or loss, initial direct costs are deferred and recognized over the lease term. The Company recognizes interest income in Interest and other income, net on the Condensed Consolidated Statements of Income from the lease receivable over the lease term. For operating leases, rental income is recognized on a straight-line basis over the lease term. The cost of customer-leased equipment is recorded within Property and equipment, net in the accompanying Condensed Consolidated Balance Sheets and depreciated over the equipment’s estimated useful life. Depreciation expense associated with the leased equipment under operating lease arrangements is reflected in Cost of product revenue in the accompanying Condensed Consolidated Statements of Income. Some of the Company’s operating leases include a purchase option for the customer to purchase the leased asset at the end of the lease arrangement. The Company manages its risk on its investment in the equipment through pricing and the term of the leases. Lessees do not provide residual value guarantees on leased equipment. Equipment returned to the Company after the initial lease term may be leased or sold to other customers. Initial direct costs are deferred and recognized over the lease term. Leases are generally not cancellable until after an initial term and may or may not require the customer to purchase a minimum number of procedures and consumables throughout the contract term. For lease arrangements with lease and non-lease components where the Company is the lessor, the Company allocates the contract’s transaction price to the lease and non-lease components on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. Allocation of the transaction price is determined at the inception of the lease arrangement. The Company’s leases primarily consist of leases with fixed lease payments. For those leases with variable lease payments, the variable lease payment is typically based upon use of the leased equipment or the purchase of procedure licenses and consumables used with the leased equipment. Non-lease components are accounted for under ASC 606, Revenue from Contracts with Customers. For additional information regarding ASC 606, see Note 2, Revenue from Contracts with Customers. Intangibles-Goodwill and Other In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amendments, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. The amendments are effective for fiscal years and interim periods within those years beginning after December 15, 2019 on a prospective basis and early adoption is permitted. Effective January 1, 2019, the Company adopted the requirements of ASU No. 2017-04. The adoption did not have an effect on the Condensed Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. Recently Issued Accounting Pronouncements 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 after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement . The new guidance modifies disclosure requirements related to fair value measurement. The amendments in ASU No. 2018-13 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of ASU No. 2018-13 while delaying adoption of the additional disclosures until their effective date. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statement disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software . The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in ASU No. 2018-15 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of numerator and denominator in earnings per share | Three Months Ended March 31, Net Income per Basic and Diluted Share 2019 2018 (in thousands, except per share amounts) Numerator Income attributable to PDL’s shareholders used to compute net income per basic and diluted share $ 6,680 $ 1,602 Denominator Total weighted average shares used to compute net income attributable to PDL’s shareholders, per basic share 128,799 151,473 Restricted stock outstanding 512 1,106 Stock options 79 — Shares used to compute net income attributable to PDL’s shareholders, per diluted share 129,390 152,579 Net income attributable to PDL’s shareholders per share - basic $ 0.05 $ 0.01 Net income attributable to PDL’s shareholders per share - diluted $ 0.05 $ 0.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The following table represents significant unobservable inputs used in determining the estimated fair value of impaired notes receivable investments: Asset Valuation Technique Unobservable Input March 31, 2019 December 31, 2018 Wellstat Diagnostics Wellstat Guarantors intellectual property Income Approach Discount rate 12% 12% Royalty amount $21 million $21 million Settlement Amount Income Approach Discount rate 15% 15% Settlement amount $34 million $34 million Real Estate Property Market Approach Annual appreciation rate 4% 4% Estimated realtor fee 6% 6% Estimated disposal date 9/30/2019 9/30/2019 CareView Note receivable cash flows Income Approach Discount rate 30% 30% |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following tables summarize the changes in Level 3 Royalty Right Assets and the gains and losses included in earnings for the three months ended March 31, 2019 : 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, 2018 $ 376,510 Financial instruments purchased — Total net change in fair value for the period Change in fair value of royalty rights - at fair value $ 12,257 Proceeds from royalty rights - at fair value $ (12,620 ) Total net change in fair value for the period (363 ) Fair value as of March 31, 2019 $ 376,147 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets Fair Value as of Royalty Rights - Fair Value as of (in thousands) December 31, 2018 Change in Fair Value March 31, 2019 Assertio (formerly Depomed) $ 264,371 $ (552 ) $ 263,819 VB 14,108 128 14,236 U-M 25,595 (536 ) 25,059 AcelRx 70,380 2,088 72,468 KYBELLA 2,056 (1,491 ) 565 $ 376,510 $ (363 ) $ 376,147 The following table summarizes the changes in Level 3 Liabilities and the gains and losses included in earnings for the three months ended March 31, 2019 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities (in thousands) Contingent Consideration Fair value as of December 31, 2018 $ (1,071 ) Financial instruments purchased — Settlement of financial instrument 1 1,071 Total net change in fair value for the period — Fair value as of March 31, 2019 $ — |
Schedule of fair value of financial instruments measured on recurring basis | March 31, 2019 December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 227,612 $ — $ — $ 227,612 $ 226,719 $ — $ — $ 226,719 Warrants — 29 — 29 — 62 — 62 Royalty rights - at fair value — — 376,147 376,147 — — 376,510 376,510 Total $ 227,612 $ 29 $ 376,147 $ 603,788 $ 226,719 $ 62 $ 376,510 $ 603,291 Financial liabilities: Contingent consideration, current 1 $ — $ — $ — $ — $ — $ — $ 1,071 $ 1,071 Total $ — $ — $ — $ — $ — $ — $ 1,071 $ 1,071 |
Schedule of fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy | ollows: Three Months Ended March 31, (in thousands) 2019 2018 Total change in fair value for the period included in earnings for royalty right assets held at the end of the reporting period $ 12,257 $ 11,091 Total change in fair value for the period included in earnings for liabilities held at the end of the reporting period $ — $ 600 Assets/Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets consist of long-lived assets, including property and equipment and intangible assets and the 1.7 million shares of Alphaeon Class A common stock, received in connection with loans made to LENSAR by the Company prior to its acquisition of LENSAR. During the three months ended June 30, 2018, the Company recorded an impairment charge of $152.3 million for the Noden intangible assets related to the increased probability of a generic form of aliskiren being launched in the United States. As a result of this impairment charge, which was based on the estimated fair value of the assets, the remaining carrying value of these intangible assets was determined to be $40.1 million . The fair value calculation included level 3 inputs. The Company’s carrying value of the investment in Alphaeon as of both March 31, 2019 and December 31, 2018 is $6.6 million based on an estimated per share value of $3.84 , which was established by a valuation performed when the shares were acquired. The value of the Company’s investment in Alphaeon is not readily determinable as Alphaeon’s shares are not publicly traded. The Company evaluates the fair value of this investment by performing a qualitative assessment each reporting period. If the results of this qualitative assessment indicate that the fair value is less than the carrying value, the investment is written down to its fair value. There have been no such write downs since the Company acquired these shares. This investment is included in Other long-term assets. For additional information on the Alphaeon investment, see Note 7, Notes and Other Long-Term Receivables . Assets/Liabilities Not Subject to Fair Value Recognition The following tables present the fair value of assets and liabilities not subject to fair value recognition by level within the valuation h |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash and available-for-sale securities | (in thousands) Amortized Cost Estimated Fair Value March 31, 2019 Cash $ 138,712 $ 138,712 Money market funds 227,612 227,612 Total $ 366,324 $ 366,324 December 31, 2018 Cash $ 167,871 $ 167,871 Money market funds 226,719 226,719 Total $ 394,590 $ 394,590 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Sales Allowances and Accruals [Abstract] | |
Sales Allowances and Accruals [Table Text Block] | The following table provides a summary of activity with respect to the Company’s sales allowances and accruals for the three months ended March 31, 2019 : (in thousands) Discount and Distribution Fees Government Rebates and Chargebacks Assistance and Other Discounts Product Returns Total Balance at December 31, 2018 $ 3,094 $ 8,901 $ 3,457 $ 4,681 $ 20,133 Allowances for current period sales 2,173 4,396 1,974 554 9,097 Allowances for prior period sales — 1,841 120 — 1,961 Credits/payments for current period sales (351 ) (1,028 ) (546 ) (31 ) (1,956 ) Credits/payments for prior period sales (2,483 ) (7,972 ) (2,887 ) (1,057 ) (14,399 ) Balance at March 31, 2019 $ 2,433 $ 6,138 $ 2,118 $ 4,147 $ 14,836 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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) March 31, 2019 December 31, 2018 Principal amount of the December 2021 Notes $ 150,000 $ 150,000 Unamortized discount of liability component (23,433 ) (25,356 ) Net carrying value of the December 2021 Notes $ 126,567 $ 124,644 |
Schedule of convertible and non-recourse notes activity | Principal Balance Outstanding Carrying Value March 31, March 31, December 31, Description Maturity Date 2019 2019 2018 (in thousands) Convertible Senior Notes December 2021 Notes December 1, 2021 $ 150,000 $ 126,567 $ 124,644 Total $ 126,567 $ 124,644 |
Schedule of carrying value and unamortized discount on February 2018 Notes [Table Text Block] | |
Schedule of interest expense for February 2018 Notes [Table Text Block] | Interest expense for the February 2018 Notes on the Company’s Condensed Consolidated Statements of Income was as follows: Three Months Ended March 31, (in thousands) 2019 2018 Contractual coupon interest $ — $ 421 Amortization of debt issuance costs — 88 Amortization of debt discount — 293 Total $ — $ 802 |
Schedule of interest expense for December 2021 Notes [Table Text Block] | Interest expense for the December 2021 Notes on the Company’s Condensed Consolidated Statements of Income was as follows: Three Months Ended March 31, (in thousands) 2019 2018 Contractual coupon interest $ 1,031 $ 1,031 Amortization of debt issuance costs 20 19 Amortization of debt discount 138 134 Amortization of conversion feature 1,766 1,598 Total $ 2,955 $ 2,782 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | March 31, December 31, (in thousands) 2019 2018 Uncertain tax positions $ 32,047 $ 31,706 Deferred tax liabilities 15,681 13,847 Accrued lease guarantee 10,700 10,700 Long-term incentive accrual 136 125 Dividend payable 4 4 Other 1,296 461 Total $ 59,864 $ 56,843 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Customer Concentration [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | The percentage of total revenue recognized, which individually accounted for 10% or more of the Company’s total revenues in one or more of the periods presented below, was as follows: Three Months Ended March 31, Licensee 2019 2018 Noden 51% 48% Assertio 27% 19% LENSAR 17% 13% |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The components of intangible assets as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Acquired products rights (1) $ 36,143 $ (3,389 ) $ 32,754 $ 36,143 $ (2,258 ) $ 33,885 Customer relationships (1) (2) 8,028 (997 ) 7,031 8,028 (782 ) 7,246 Acquired technology (2) (3) 11,011 (1,402 ) 9,609 11,011 (1,203 ) 9,808 Acquired trademarks (2) 570 (218 ) 352 570 (190 ) 380 $ 55,752 $ (6,006 ) $ 49,746 $ 55,752 $ (4,433 ) $ 51,319 ________________ (1) The Company acquired certain intangible assets as part of the Noden transaction. They are being amortized on a straight-line basis over a weighted-average period of eight years . (2) The Company acquired certain intangible assets as part of its acquisition of LENSAR in May 2017. They are being amortized on a straight-line basis over a weighted-average period of 15 years . 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. (3) The Company acquired certain intangible assets as part of the foreclosure on certain of Direct Flow Medical assets. They are being amortized on a straight-line basis over a weighted-average period of 10 years . |
Intangibles and Goodwill Remain
Intangibles and Goodwill Remaining Amortization Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Based on the intangible assets recorded at March 31, 2019 , and assuming no subsequent additions to or impairment of the underlying assets, the remaining amortization expense is expected to be as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 4,704 2020 6,240 2021 6,209 2022 6,104 2023 6,040 Thereafter 20,449 Total remaining amortization expense $ 49,746 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Information regarding the Company’s segments for the three months ended March 31, 2019 and 2018 is as follows: Revenues by segment Three Months Ended March 31, (in thousands) 2019 2018 Pharmaceutical $ 19,961 $ 18,342 Medical Devices 6,726 4,982 Income Generating Assets 12,226 15,194 Total revenues $ 38,913 $ 38,518 Income (loss) by segment Three Months Ended March 31, (in thousands) 2019 2018 Pharmaceutical $ 5,645 $ (1,716 ) Medical Devices (1,215 ) (584 ) Income Generating Assets 2,250 3,902 Total net income $ 6,680 $ 1,602 Information regarding the Company’s segments as of March 31, 2019 and December 31, 2018 is as follows: Long-lived assets by segment (in thousands) March 31, December 31, Pharmaceutical $ 4,113 $ 3,682 Medical Devices 2,828 3,545 Income Generating Assets 169 160 Total long-lived assets $ 7,110 $ 7,387 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory [Line Items] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following: March 31, December 31, (in thousands) 2019 2018 Raw materials $ 6,125 $ 6,214 Work in process 1,089 549 Finished goods 8,333 12,179 Total inventory $ 15,547 $ 18,942 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | |
Disaggregation of Revenue [Table Text Block] | disaggregates its revenue from contracts with customers by segment and geographic location as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. In the following table, revenue is disaggregated by segment and primary geographical market for the three months ended March 31, 2019 and 2018 : Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Medical Devices Pharmaceutical Medical Devices Pharmaceutical Primary geographical markets: North America $ 2,084 $ 12,138 $ 1,704 $ 10,931 Europe 1,017 5,582 615 5,991 Asia 2,269 2,241 1,114 1,420 Other 119 — 113 — Total revenue from contracts with customers 1 $ 5,489 $ 19,961 $ 3,546 $ 18,342 _______________ 1 The table above does not include lease revenue from the Company’s Medical Devices segment. For the three-month periods ended March 31, 2019 and 2018 , revenue accounted for under Topic 842 and 840, Leases, was $1.2 million and $1.4 million , respectively. |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: (in thousands) March 31, 2019 December 31, 2018 Receivables, current and noncurrent, net $ 15,867 $ 20,655 Contract assets $ 5,360 $ 2,595 Contract liabilities $ 5,452 $ 8,938 Receivables, Net —Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract assets —The Company’s contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists, and therefore invoicing or associated reporting from the customer regarding the computation of the net product sales has not yet occurred. The Company classifies contract assets in Prepaid and other current assets in the Company’s Condensed Consolidated Balance Sheets based on the timing of when it expects to receive payment. (in thousands) Medical Devices Pharmaceutical Total Contract assets at December 31, 2018 $ — $ 2,595 $ 2,595 Payments received — (26 ) (26 ) Contract assets recognized — 2,791 2,791 Contract assets at March 31, 2019 $ — $ 5,360 $ 5,360 Contract Liabilities —The Company’s contract liabilities consist of deferred revenue for products sold to customers for which the performance obligation has not been completed by the Company. The Company classifies deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. The noncurrent portion of deferred revenue is included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets. (in thousands) Medical Devices Pharmaceutical Total Contract liabilities at December 31, 2018 $ 1,167 $ 7,771 $ 8,938 Additions 282 3,347 3,629 Amounts recognized into revenue (344 ) (6,771 ) (7,115 ) Contract liabilities at March 31, 2019 $ 1,105 $ 4,347 $ 5,452 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Nine Months Ended (in thousands) December 31, 2019 Thereafter Total Pharmaceutical product sales $ 2,500 $ — $ 2,500 Medical device sales $ 2,942 $ 2,269 $ 5,211 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease expense are as follows: Three Months Ended March 31, (in thousands) 2019 2018 Operating lease cost $ 233 $ 285 Short-term lease cost 25 12 Total lease cost $ 258 $ 297 Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, (in thousands) 2019 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 215 $ 285 Right-of-use-assets obtained in exchange for lease obligations: Operating leases $ 2,111 N/A _______________ N/A = Not applicable The following table presents the lease balances within the Condensed Consolidated Balance Sheet, weighted average remaining lease term, and weighted average discount rates related to the Company’s operating leases (in thousands): Operating Leases Classification March 31, 2019 Operating lease ROU assets Other assets $ 1,882 Operating lease liabilities, current Accrued liabilities $ 855 Operating lease liabilities, long-term Other long-term liabilities 1,064 Total operating lease liabilities Total operating lease liabilities $ 1,919 Weighted average remaining lease term 2.25 years Weighted average discount rate 6 % Maturities of operating lease liabilities as of March 31, 2019 are as follows (in thousands): Fiscal Year Amount 2019 (Remaining nine months) $ 707 2020 837 2021 473 2022 — 2023 — Thereafter — Total operating lease payments 2,017 Less: imputed interest (98 ) Total operating lease liabilities $ 1,919 Future minimum operating lease payments as of December 31, 2018 were as follows (in thousands): Fiscal Year Amount 2019 $ 1,140 2020 1,003 2021 559 2022 — 2023 — Thereafter — Total $ 2,702 As of March 31, 2019, the Company had no additional significant operating or finance leases that had not yet commenced. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | Jan. 02, 2019USD ($) | |
Number of Reportable Segments | 3 | |
Operating Lease, Right-of-Use Asset | $ 1,882 | $ 2,100 |
Operating Lease, Liability | $ 1,919 | $ 2,100 |
Maximum term of short-term lease expensed via exemption | 12 months |
Net Income per Share (Narrative
Net Income per Share (Narrative) (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 22, 2016 | Nov. 20, 2015 | Feb. 12, 2014 | |
Restricted Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in Shares) | 0.4 | 1.2 | ||||
Option on Securities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in Shares) | 7.8 | 1.5 | ||||
February 2018 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||
Convertible notes | $ 300,000 | |||||
December 2021 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | 2.75% | ||||
Convertible notes | $ 126,567 | $ 124,644 | $ 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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator | ||
Income used to compute net income per diluted share | $ 6,680 | $ 1,602 |
Denominator | ||
Total weighted-average shares used to compute net income per basic share (in Shares) | 128,799 | 151,473 |
Diluted (in Shares) | 129,390 | 152,579 |
Basic (in Dollars per Share) | $ 0.05 | $ 0.01 |
Net income per diluted share (in Dollars per Share) | $ 0.05 | $ 0.01 |
Restricted Stock [Member] | ||
Debt Instrument [Line Items] | ||
Additional shares included in the calculation of diluted EPS (in Shares) | 512 | 1,106 |
Employee Stock Option [Member] | ||
Debt Instrument [Line Items] | ||
Additional shares included in the calculation of diluted EPS (in Shares) | 79 | 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) $ / shares in Units, shares in Millions | Aug. 02, 2018USD ($) | Oct. 28, 2017USD ($) | Dec. 13, 2016USD ($) | Sep. 21, 2016USD ($) | Jul. 08, 2016USD ($) | Jun. 02, 2016USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 03, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 29, 2018USD ($) | Jul. 09, 2016USD ($) | Dec. 31, 2015$ / shares | Dec. 15, 2015shares | Sep. 18, 2015USD ($) | Nov. 06, 2014USD ($) | Jun. 26, 2014USD ($) | Oct. 18, 2013USD ($) | |||
Intangible Assets, Net (Excluding Goodwill) | [1] | $ 49,746,000 | $ 51,319,000 | ||||||||||||||||||
Investment Owned, Balance, Shares | shares | 1.7 | ||||||||||||||||||||
Impairment of Intangible Assets, Finite-lived | 152,300,000 | ||||||||||||||||||||
Investment Owned, at Cost | 6,600,000 | ||||||||||||||||||||
Goodwill and Intangible Asset Impairment | 152,300,000 | ||||||||||||||||||||
Cash payment for purchase of royalty right | $ 65,600,000 | ||||||||||||||||||||
Purchase of royalty rights | $ 20,000,000 | ||||||||||||||||||||
Reversionary interest period | $ 481,000,000 | ||||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 13,000,000 | ||||||||||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 6,000,000 | $ 5,000,000 | $ 6,000,000 | ||||||||||||||||||
Royalty rights | 376,147,000 | [1] | 376,510,000 | [2] | |||||||||||||||||
Transfers from level 1 to level 2, amount | 0 | 0 | |||||||||||||||||||
Transfers from level 2 to level 1, amount | 0 | 0 | |||||||||||||||||||
Percentage of royalty acquired | 75.00% | ||||||||||||||||||||
Finite-Lived Intangible Assets, Gross | 55,752,000 | 55,752,000 | $ 192,500,000 | ||||||||||||||||||
Asset Impairment Charges | $ 0 | $ 8,200,000 | |||||||||||||||||||
Depomed [Member] | |||||||||||||||||||||
Cash payment for purchase of royalty right | $ 240,500,000 | ||||||||||||||||||||
Purchase of royalty rights | 241,300,000 | ||||||||||||||||||||
Royalty right purchase transaction costs | $ 800,000 | ||||||||||||||||||||
Cash flow model expected royalty sales term | 9 years | ||||||||||||||||||||
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 $22.6 million or increase by $26.8 million, respectively. A third-party expert was engaged to assist management develop its original estimate of the expected future cash flows, which was updated after the acquisition of Assertio’s reversionary interest in August 2018. 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 or decrease by $6.6 million, respectively. | ||||||||||||||||||||
Royalty rights | $ 263,800,000 | ||||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 263,800,000 | ||||||||||||||||||||
Contractual cap on potential royalty asset multiple | 2 | ||||||||||||||||||||
VB [Member] | |||||||||||||||||||||
Purchase of royalty rights | $ 15,500,000 | ||||||||||||||||||||
Cash flow model expected royalty sales term | 10 years | ||||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, 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 $1.3 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 or decrease by $0.4 million, respectively. | ||||||||||||||||||||
Royalty rights | $ 14,200,000 | ||||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 14,200,000 | ||||||||||||||||||||
Contractual cap on potential royalty asset multiple | 2.3 | ||||||||||||||||||||
University of Michigan [Member] | |||||||||||||||||||||
Cash flow model expected royalty sales term | 3 years | ||||||||||||||||||||
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 $1.0 million or increase by $1.1 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by $0.6 million, respectively. | ||||||||||||||||||||
Royalty rights | $ 25,100,000 | ||||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 25,100,000 | ||||||||||||||||||||
AcelRx [Member] | |||||||||||||||||||||
Purchase of royalty rights | $ 65,000,000 | ||||||||||||||||||||
Cash flow model expected royalty sales term | 14 years | ||||||||||||||||||||
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 or decrease by $1.8 million, respectively | ||||||||||||||||||||
Royalty rights | $ 72,500,000 | ||||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 72,500,000 | ||||||||||||||||||||
Percentage of royalty acquired | 75.00% | ||||||||||||||||||||
Percentage of first four milestone payments acquired | 80.00% | ||||||||||||||||||||
Contractual cap on potential royalty asset multiple | 3 | ||||||||||||||||||||
Kybella [Member] | |||||||||||||||||||||
Purchase of royalty rights | $ 9,500,000 | ||||||||||||||||||||
Cash flow model expected royalty sales term | 7 years | ||||||||||||||||||||
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 less than $0.1 million or increase by less than $0.1 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by less than $0.1 million, respectively | ||||||||||||||||||||
Royalty rights | $ 600,000 | ||||||||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 600,000 | ||||||||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 1,000,000 | ||||||||||||||||||||
Alphaeon [Member] | |||||||||||||||||||||
Investment estimated fair value, per share | $ / shares | $ 3.84 | ||||||||||||||||||||
Noden [Member] | |||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | $ 40,100,000 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Gross | $ 40,100,000 | ||||||||||||||||||||
Minimum [Member] | Depomed [Member] | |||||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 10.00% | ||||||||||||||||||||
Maximum [Member] | Depomed [Member] | |||||||||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 24.00% | ||||||||||||||||||||
[1] | unaudited | ||||||||||||||||||||
[2] | Note 1 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments Measured at Fair Value on a Recurring Basis) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business Combination, Contingent Consideration, Liability, Current | $ 0 | |||
Royalty rights | 376,147 | [1] | $ 376,510 | [2] |
Financial assets: | ||||
Assets, Fair Value | 603,788 | 603,291 | ||
Warrants and Rights Outstanding | 29 | 62 | ||
Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 227,612 | 226,719 | ||
Fair Value Level 1 [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | ||
Financial assets: | ||||
Assets, Fair Value | 227,612 | 226,719 | ||
Fair Value Level 1 [Member] | Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 227,612 | 226,719 | ||
Fair Value Level 2 [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | ||
Financial assets: | ||||
Assets, Fair Value | 29 | 62 | ||
Warrants and Rights Outstanding | 29 | 62 | ||
Fair Value Level 2 [Member] | Money Market Funds [Member] | ||||
Financial assets: | ||||
Cash and Cash Equivalents, Fair Value | 0 | 0 | ||
Fair Value Level 3 [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business Combination, Contingent Consideration, Liability, Current | 0 | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 1,071 | ||
Royalty rights | 376,147 | 376,510 | ||
Financial assets: | ||||
Assets, Fair Value | 376,147 | 376,510 | ||
Warrants and Rights Outstanding | 0 | |||
Royalty right [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (363) | |||
Contingent Consideration [Member] | ||||
Financial liabilites: | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | $ 1,071 | ||
VB [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Royalty rights | 14,200 | |||
VB [Member] | Royalty right [Member] | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 128 | |||
[1] | unaudited | |||
[2] | Note 1 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value of Assets and Liabilities not Subject to Fair Value Recognition) (Detail) $ in Thousands | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Assets | ||
Notes receivable, Carrying Value | $ 62,849 | $ 62,849 |
Liabilities: | ||
Convertible Notes Payable, Carrying Value | 126,567 | 124,644 |
December 2021 Notes [Member] | ||
Liabilities: | ||
Convertible Notes Payable, Carrying Value | 126,567 | 124,644 |
Wellstat Note Receivable [Member] | ||
Assets | ||
Notes receivable, Carrying Value | 50,191 | 50,191 |
Hyperion [Member] | ||
Assets | ||
Notes receivable, Carrying Value | 1,200 | 1,200 |
CareView [Member] | ||
Assets | ||
Notes receivable, Carrying Value | 11,458 | 11,458 |
Fair Value Level 2 [Member] | ||
Liabilities: | ||
Notes payable, Fair Value | 171,864 | 151,356 |
Fair Value Level 2 [Member] | December 2021 Notes [Member] | ||
Liabilities: | ||
Notes payable, Fair Value | 171,864 | 151,356 |
Fair Value Level 2 [Member] | Hyperion [Member] | ||
Assets | ||
Notes receivable, Fair Value | 0 | 0 |
Fair Value Level 2 [Member] | CareView [Member] | ||
Assets | ||
Notes receivable, Fair Value | 0 | 0 |
Fair Value Level 3 [Member] | ||
Assets | ||
Notes receivable, Fair Value | 71,437 | 69,980 |
Fair Value Level 3 [Member] | Wellstat Note Receivable [Member] | ||
Assets | ||
Notes receivable, Fair Value | 58,779 | 57,322 |
Fair Value Level 3 [Member] | Hyperion [Member] | ||
Assets | ||
Notes receivable, Fair Value | 1,200 | 1,200 |
Fair Value Level 3 [Member] | CareView [Member] | ||
Assets | ||
Notes receivable, Fair Value | $ 11,458 | $ 11,458 |
Real estate appreciation [Member] | Wellstat Diagnostics [Member] | ||
Fair Value by Balance Sheet Grouping [Line Items] | ||
Loans Held-for-sale, Measurement Input | 0.04 | 0.04 |
Estimated realtor fee [Member] | Wellstat Diagnostics [Member] | ||
Fair Value by Balance Sheet Grouping [Line Items] | ||
Loans Held-for-sale, Measurement Input | 0.06 | 0.06 |
Minimum [Member] | Measurement Input, Discount Rate [Member] | Wellstat Diagnostics [Member] | ||
Fair Value by Balance Sheet Grouping [Line Items] | ||
Loans Held-for-sale, Measurement Input | 0.12 | 0.12 |
Maximum [Member] | Measurement Input, Discount Rate [Member] | Wellstat Diagnostics [Member] | ||
Fair Value by Balance Sheet Grouping [Line Items] | ||
Loans Held-for-sale, Measurement Input | 0.15 | 0.15 |
Fair Value Measurements Level 3
Fair Value Measurements Level 3 Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | $ 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1,071 | ||
Change in fair value of acquired royalty rights, Level 3 Rollforward | 12,257 | $ 11,091 | |
Payments for (Proceeds from) Productive Assets | (12,620) | (18,623) | |
Change in fair value included in earnings for liabilities | 0 | $ 600 | |
Contingent Consideration [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | $ (1,071) | |
Change in fair value of acquired royalty rights | 0 | ||
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, Purchases | 0 | ||
Beginning balance | 376,510 | ||
Change in fair value of acquired royalty rights, Level 3 Rollforward | 12,257 | ||
Ending balance | 376,147 | ||
Payments for (Proceeds from) Productive Assets | (12,620) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (363) | ||
Depomed [Member] | Royalty right [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 264,371 | ||
Ending balance | 263,819 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (552) | ||
VB [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 15.00% | ||
VB [Member] | Royalty right [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 14,108 | ||
Ending balance | 14,236 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 128 | ||
University of Michigan [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 12.80% | ||
University of Michigan [Member] | Royalty right [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 25,595 | ||
Ending balance | 25,059 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (536) | ||
AcelRx [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 13.40% | ||
AcelRx [Member] | Royalty right [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 70,380 | ||
Ending balance | 72,468 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 2,088 | ||
Kybella [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 14.40% | ||
Kybella [Member] | Royalty right [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 2,056 | ||
Ending balance | 565 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (1,491) | ||
CareView [Member] | Note receivable cash flows [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 30.00% | 30.00% | |
Measurement Input, Discount Rate [Member] | Other [Member] | Wellstat Diagnostics [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 34,000 | ||
Ending balance | 34,000 | ||
Measurement Input, Discount Rate [Member] | Intellectual Property [Member] | Wellstat Diagnostics [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 21,000 | ||
Ending balance | $ 21,000 |
Cash Equivalents and Investme_3
Cash Equivalents and Investments (Narrative) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | ||
Gains (losses) on sales of available-for-sale securities | $ 0 | $ 800,000 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments (Summary of Cash and Available-For-Sale Securities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | [2] | Dec. 31, 2017 | [3] | ||
Schedule of Available-For-Sale Securities [Line Items] | ||||||||
Adjusted Cost | $ 366,324 | $ 394,590 | ||||||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 366,324 | 394,590 | ||||||
Cash and cash equivalents | 366,324 | [1],[2] | 394,590 | [3] | $ 405,078 | $ 527,266 | ||
Cash [Member] | ||||||||
Schedule of Available-For-Sale Securities [Line Items] | ||||||||
Adjusted Cost | 138,712 | 167,871 | ||||||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | 138,712 | 167,871 | ||||||
Money Market Funds [Member] | ||||||||
Schedule of Available-For-Sale Securities [Line Items] | ||||||||
Adjusted Cost | 227,612 | 226,719 | ||||||
Cash, Cash Equivalents and Available-for-Sale Securities, Fair Value | $ 227,612 | $ 226,719 | ||||||
[1] | unaudited | |||||||
[2] | unaudited | |||||||
[3] | Note 1 |
Notes Receivable and Other Lo_2
Notes Receivable and Other Long-term Receivables (Narrative) (Detail) $ / shares in Units, $ in Thousands, shares in Millions | Jan. 08, 2018USD ($) | Sep. 21, 2017USD ($) | Sep. 22, 2015USD ($) | Jun. 26, 2015USD ($)$ / sharesshares | Aug. 15, 2013USD ($) | Jan. 31, 2013USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2013USD ($) | Apr. 30, 2018 | Feb. 02, 2018$ / sharesshares | Dec. 31, 2015$ / shares | Dec. 15, 2015shares | Oct. 07, 2015$ / shares | Sep. 30, 2014USD ($) | Apr. 01, 2014USD ($) | Jun. 28, 2013USD ($) | Mar. 05, 2013USD ($) | Nov. 02, 2012USD ($) | Jan. 27, 2012USD ($) | |||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Revenues | $ 38,913 | $ 38,518 | ||||||||||||||||||||||
Accounts Receivable, Net, Noncurrent | [1] | $ 1,400 | ||||||||||||||||||||||
Investment Owned, Balance, Shares | shares | 1.7 | |||||||||||||||||||||||
Investment Owned, at Cost | 6,600 | |||||||||||||||||||||||
Commitments and Contingencies | [1] | [2] | ||||||||||||||||||||||
Equity investment, shares held (shares) | shares | 4.4 | |||||||||||||||||||||||
Asset Impairment Charges | 0 | $ 8,200 | ||||||||||||||||||||||
Wellstat Diagnostics [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Gross | $ 53,900 | |||||||||||||||||||||||
Gain Contingency, Unrecorded Amount | 55,800 | |||||||||||||||||||||||
Financing Receivable, Net | 50,200 | |||||||||||||||||||||||
Interest rate of note receivable (in Percent) | 5.00% | |||||||||||||||||||||||
Avinger [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Repayment of notes receivable | $ 21,400 | |||||||||||||||||||||||
Alphaeon [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Investment estimated fair value, per share | $ / shares | $ 3.84 | |||||||||||||||||||||||
Hyperion [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Gross | $ 2,300 | |||||||||||||||||||||||
Number of payments to be received | 2 | |||||||||||||||||||||||
Periodic contractual payments | $ 1,200 | |||||||||||||||||||||||
kaleo Note Receivable [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Gross | $ 150,000 | |||||||||||||||||||||||
Repayment of notes receivable | $ 141,700 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Tranche 1 of note receivable | 20,000 | |||||||||||||||||||||||
Tranche 2 of note receivable | $ 20,000 | |||||||||||||||||||||||
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 | $ 0.03 | $ 0.40 | |||||||||||||||||||||
Financial Instruments, Owned, Other, at Fair Value | 100 | |||||||||||||||||||||||
Credit Agreement [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Gross | $ 40,000 | |||||||||||||||||||||||
Credit agreement, stated interest rate (in Percent) | 5.00% | |||||||||||||||||||||||
Proceeds received under remedies available for borrower's breach of terms credit agreement | $ 8,100 | |||||||||||||||||||||||
Amount company has agreed to advance under agreement | $ 8,700 | |||||||||||||||||||||||
Financing Receivable, Modifications, Post-Modification Recorded Investment | $ 44,100 | |||||||||||||||||||||||
Initial Loan [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Modifications, Pre-Modification Recorded Investment | 33,700 | |||||||||||||||||||||||
Additional Loan [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Gross | $ 1,300 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Forbearance principal and interest [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Financing Receivable, Modifications, Pre-Modification Recorded Investment | $ 9,100 | |||||||||||||||||||||||
License and other [Member] | ||||||||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||||||||
Revenues | $ 500 | $ (33) | $ 571 | |||||||||||||||||||||
[1] | unaudited | |||||||||||||||||||||||
[2] | Note 1 |
Accrued Liabilities (Narrative)
Accrued Liabilities (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Discount and Distribution Fees | $ 2,433 | $ 3,094 |
Government rebates and chargebacks | 6,138 | 8,901 |
Assistance and Other Discounts | 2,118 | 3,457 |
Product return | 4,147 | 4,681 |
Accrued liabilities, amounts received in advance of revenue recognition | 14,836 | $ 20,133 |
Allowances for current period sales | 9,097 | |
Allowances for prior period sales | 1,961 | |
Payments for current period sales | (1,956) | |
Payments for prior period sales | (14,399) | |
Discount and Distribution Fees [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances for current period sales | 2,173 | |
Allowances for prior period sales | 0 | |
Payments for current period sales | (351) | |
Payments for prior period sales | (2,483) | |
Government Rebates and Chargebacks [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances for current period sales | 4,396 | |
Allowances for prior period sales | 1,841 | |
Payments for current period sales | (1,028) | |
Payments for prior period sales | (7,972) | |
Assistance and Other Discounts [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances for current period sales | 1,974 | |
Allowances for prior period sales | 120 | |
Payments for current period sales | (546) | |
Payments for prior period sales | (2,887) | |
Product Returns [Member] | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances for current period sales | 554 | |
Allowances for prior period sales | 0 | |
Payments for current period sales | (31) | |
Payments for prior period sales | $ (1,057) |
Accrued Liabilities (Accrued Li
Accrued Liabilities (Accrued Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | ||
Payables and Accruals [Abstract] | ||||
Compensation | $ 3,586 | $ 4,468 | ||
Interest | 1,375 | 344 | ||
Dividend payable | 15 | 15 | ||
Legal | 490 | 623 | ||
Accrued liabilities, amounts received in advance of revenue recognition | 14,836 | 20,133 | ||
Customer Advances, Current | 4 | 1 | ||
Other | 5,191 | 4,917 | ||
Total | 30,867 | [1] | 39,312 | [2] |
Deferred Revenue, Current | $ 5,370 | $ 8,811 | ||
[1] | unaudited | |||
[2] | Note 1 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) - USD ($) $ in Thousands | Sep. 21, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 01, 2014 | |
Guarantor Obligations [Line Items] | |||||
Accounts Receivable, Net, Noncurrent | [1] | $ 1,400 | |||
Total lease payments for the duration of the guarantee | $ 31,000 | ||||
Accrued lease liability | 10,700 | $ 10,700 | |||
kaleo Note Receivable [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Financing Receivable, Gross | $ 150,000 | ||||
Proceeds from Collection of Notes Receivable | $ 141,700 | ||||
Noden [Member] | Next twelve months [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Purchase Obligation | 50,000 | ||||
Noden [Member] | Next twenty-four months [Member] [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Purchase Obligation | 123,600 | ||||
Noden [Member] | Bulk product [Member] | Next twelve months [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Purchase Obligation | 22,500 | ||||
LENSAR [Member] | Next twelve months [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Purchase Obligation | 5,100 | ||||
LENSAR [Member] | Next twenty-four months [Member] [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Purchase Obligation | $ 7,400 | ||||
[1] | unaudited |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Detail) | Feb. 02, 2018USD ($) | Nov. 21, 2016USD ($) | Feb. 11, 2014USD ($) | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 22, 2016USD ($)$ / shares | Nov. 20, 2015USD ($) | Feb. 12, 2014USD ($) |
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 | ||||||||
Minimum conversion price percent for note conversion (in Percent) | 130.00% | ||||||||
Debt Instrument, Repurchase Amount | $ 120,000,000 | $ 53,600,000 | |||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 0 | $ 2,529,000 | |||||||
Repayments of Debt | $ 129,000,000 | ||||||||
Debt Instrument, Periodic Payment, Principal | 126,400,000 | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 2,600,000 | ||||||||
February 2018 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes | $ 300,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||
Net proceeds from the issuance of convertible notes | $ 290,200,000 | ||||||||
Debt Instrument, Repurchase Amount | 120,000,000 | ||||||||
December 2021 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes | $ 126,567,000 | $ 124,644,000 | $ 150,000,000 | $ 150,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | 2.75% | |||||||
Unamortized discount of liability component | $ (23,433,000) | (25,356,000) | $ (4,300,000) | ||||||
Debt discount recorded to additional paid in capital | 23,800,000 | ||||||||
Debt discount recorded to deferred tax liability | $ 12,800,000 | ||||||||
Maximum percent of common stock closing price and conversion rate to convert note (in Percent) | 98.00% | ||||||||
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) | 2 years 8 months 2 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 | ||||||||
Purchased Call Options [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 4.88 |
Convertible Notes (Summary of C
Convertible Notes (Summary of Convertible Notes) (Detail) | Nov. 21, 2016 | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 22, 2016$ / shares |
Debt Instrument [Line Items] | ||||
Principal amount a $5 incentive cash payment per each to convert debt | $ 1,000 | |||
Convertible Notes Payable, Carrying Value | $ 126,567,000 | $ 124,644,000 | ||
February 2018 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||
December 2021 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | 2.75% | ||
Debt Instrument, Convertible, Conversion Ratio | 262.2951 | |||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | |||
Convertible Notes, Maturity Date (Date) | Dec. 1, 2021 | |||
Convertible Notes, Principal Balance Outstanding | $ 150,000,000 | 150,000,000 | ||
Convertible Notes Payable, Carrying Value | $ 126,567,000 | $ 124,644,000 |
Convertible Notes (Summary of S
Convertible Notes (Summary of Series 2012 Notes) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Convertible Notes Payable, Carrying Value | $ 126,567 | $ 124,644 |
Convertible Notes (Summary of M
Convertible Notes (Summary of May 2015 Notes) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Convertible Notes Payable, Carrying Value | $ 126,567 | $ 124,644 |
Convertible Notes Convertible N
Convertible Notes Convertible Notes (Summary of February 2018 Notes) (Detail) (Details) $ in Millions | Feb. 12, 2014USD ($) |
February 2018 Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible notes | $ 300 |
Convertible Notes Convertible_2
Convertible Notes Convertible Notes (Interest Expense for February 2018 Notes) (Detail) (Details) - February 2018 Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||
Contractual coupon interest | $ 0 | $ 421 |
Amortization of debt issuance costs | 0 | 88 |
Amortization of debt discount | 0 | 293 |
Total | $ 0 | $ 802 |
Convertible Notes Convertible_3
Convertible Notes Convertible Notes (Summary of December 2021 Notes) (Details) - December 2021 Notes [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 22, 2016 | Nov. 20, 2015 |
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 150,000 | $ 150,000 | ||
Debt Instrument, Unamortized Discount | (23,433) | (25,356) | $ (4,300) | |
Convertible notes | $ 126,567 | $ 124,644 | $ 150,000 | $ 150,000 |
Convertible Notes Convertible_4
Convertible Notes Convertible Notes (Interest Expense for December 2021 Notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 1,766 | $ 1,598 |
December 2021 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 1,031 | 1,031 |
Amortization of debt issuance costs | 20 | 19 |
Amortization of debt discount | 138 | 134 |
Interest Expense, Debt | $ 2,955 | $ 2,782 |
Other Long-Term Liabilities (Na
Other Long-Term Liabilities (Narrative) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule of Other Liabilities [Line Items] | ||
Accrued lease liability | $ 10,700 | $ 10,700 |
Other Long-Term Liabilities (Ot
Other Long-Term Liabilities (Other Long-Term Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | ||
Schedule of Other Liabilities [Line Items] | ||||
Accrued lease liability | $ 10,700 | $ 10,700 | ||
Accrued Bonuses | 136 | 125 | ||
Uncertain tax position | 32,047 | 31,706 | ||
Deferred Tax Liabilities, Net, Noncurrent | 15,681 | 13,847 | ||
Dividends Payable | 4 | 4 | ||
Liabilities, Other than Long-term Debt, Noncurrent | 59,864 | [1] | 56,843 | [2] |
Total | $ 1,296 | $ 461 | ||
[1] | unaudited | |||
[2] | Note 1 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option and Restricted Stock Award Activity) (Detail) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Option [Member] | ||
Share Based Compensation Arrangment By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,652 | 7,869 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,783 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.72 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.16 | $ 2.82 |
Restricted Stock [Member] | ||
Share Based Compensation Arrangment By Share Based Payment Award [Line Items] | ||
Restricted Stock Award, Number of Shares, Balance at beginning of period (in Shares) | 883 | |
Restricted Stock Awards, Number of Shares Granted (in Shares) | 783 | |
Restricted Stock Awards, Number of Shares, Balance at end of period (in Shares) | 1,648 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at beginning of period (in Dollars per Share) | $ 2.87 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Granted (in Dollars per Share) | 3.71 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at end of period (in Dollars per Share) | 3.27 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 2.52 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | (18) |
Customer Concentration (Percent
Customer Concentration (Percentage of Total Revenue From Licenses Over 10% of Revenue) (Detail) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Depomed [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 27.00% | 19.00% |
Noden [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 51.00% | |
Noden [Member] | Tysabri [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 48.00% | |
LENSAR [Member] | Interest revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 17.00% | 13.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Income Tax Expense | $ 2,772 | $ 1,019 |
Federal income tax rate | 21.00% |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) (Schedule of Balances of Accumulated Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Unrealized gains (losses) on available-for-sale securities | [1] | $ 0 | $ (1,181) |
Other Comprehensive Income (Loss), Net of Tax | $ 0 | (1,181) | |
AOCI Attributable to Parent [Member] | |||
Unrealized gains (losses) on available-for-sale securities | $ (1,181) | ||
[1] | Net of tax of $0 and $(314) for the three months ended |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 84 Months Ended | ||||
May 09, 2019 | Jun. 10, 2019 | Mar. 31, 2019 | Jul. 05, 2018 | Mar. 31, 2019 | May 09, 2019 | Oct. 10, 2026 | Apr. 11, 2019 | Sep. 21, 2018 | Sep. 25, 2017 | Dec. 15, 2015 | |
Subsequent Event [Line Items] | |||||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 3.38 | $ 2.86 | $ 3.21 | ||||||||
Investment Owned, at Cost | $ 6.6 | $ 6.6 | |||||||||
Investment Owned, Balance, Shares | 1,700,000 | ||||||||||
Stock Repurchased During Period, Shares | 13,100,000 | 8,700,000 | 21,800,000 | ||||||||
Stock Repurchased During Period, Value | $ 44.4 | $ 25 | $ 69.9 | ||||||||
Stock Repurchase Program, Authorized Amount | $ 100 | $ 25 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 3.77 | $ 3.27 | |||||||||
Stock Repurchased During Period, Shares | 2,800,000 | 24,500,000 | |||||||||
Stock Repurchased During Period, Value | $ 10.4 | $ 80.3 | |||||||||
Evofem [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum amount of purchase agreement | $ 60 | ||||||||||
Investment Owned, at Cost | $ 30 | ||||||||||
Investment Owned, Balance, Shares | 6,666,667 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | ||||||||||
Warrants to be acquired if tranche two is completed | 1,666,667 | ||||||||||
Warrant price if tranche two is completed | $ 6.38 | ||||||||||
Warrants acquired | 1,666,667 | ||||||||||
Investment Warrants, Exercise Price | $ 6.38 | ||||||||||
Tranche two investment right, amount | 30 | ||||||||||
Unrelated parties, investment rights in Evofem | $ 10 | ||||||||||
Future ownership, contingent upon tranche two | 29.00% | ||||||||||
Maximum ownership by PDL not requiring Evofem shareholder approval | 19.99% | ||||||||||
Investment ownership percentage | 19.00% | ||||||||||
Remaining shares available to purchase by PDL under purchase agreement | 6,666,667 | ||||||||||
Cost of tranche two investment option, per share | $ 4.50 |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill and Intangible Asset Impairment | $ 152,300 | ||||
Finite-Lived Intangible Assets, Gross | 55,752 | $ 55,752 | $ 192,500 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,006) | (4,433) | |||
Finite-Lived Intangible Assets, Net | 49,746 | 51,319 | |||
Amortization of Intangible Assets | 1,572 | $ 6,293 | |||
Contractual Rights [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 36,143 | 36,143 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,389) | (2,258) | |||
Finite-Lived Intangible Assets, Net | 32,754 | 33,885 | |||
Customer Relationships [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 8,028 | 8,028 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (997) | (782) | |||
Finite-Lived Intangible Assets, Net | 7,031 | 7,246 | |||
Patented Technology [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 11,011 | 11,011 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (1,402) | (1,203) | |||
Finite-Lived Intangible Assets, Net | 9,609 | 9,808 | |||
Trademarks [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 570 | 570 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (218) | (190) | |||
Finite-Lived Intangible Assets, Net | $ 352 | $ 380 | |||
DirectFlow [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||
Noden [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||
Finite-Lived Intangible Assets, Gross | $ 40,100 | ||||
LENSAR [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Noden [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Fair Value Inputs, Discount Rate (Deprecated 2018-01-31) | 21.00% |
Intangibles and Goodwill Schedu
Intangibles and Goodwill Schedule of Finite-Lived Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 4,704 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 6,240 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 6,209 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 6,104 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 6,040 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 20,449 | |
Finite-Lived Intangible Assets, Net | $ 49,746 | $ 51,319 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $ 7,110 | $ 7,387 | |
Net Income (Loss) Attributable to Parent | 6,680 | $ 1,602 | |
Revenues | 38,913 | 38,518 | |
Income generating assets [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 169 | 160 | |
Net Income (Loss) Attributable to Parent | 2,250 | 3,902 | |
Revenues | 12,226 | 15,194 | |
Pharmaceutical [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 4,113 | 3,682 | |
Net Income (Loss) Attributable to Parent | 5,645 | (1,716) | |
Revenues | 19,961 | 18,342 | |
Medical devices [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 2,828 | $ 3,545 | |
Net Income (Loss) Attributable to Parent | (1,215) | (584) | |
Revenues | $ 6,726 | $ 4,982 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | ||
Inventory [Line Items] | |||
Inventory, Raw Materials, Gross | $ 6,125 | $ 6,214 | |
Inventory, Work in Process, Gross | 1,089 | 549 | |
Inventory, Finished Goods, Gross | 8,333 | 12,179 | |
Inventory, Net | [1] | 15,547 | 18,942 |
Production Related Impairments or Charges | 100 | ||
Deferred Costs and Other Assets | $ 100 | $ 500 | |
[1] | unaudited |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Jul. 05, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 21, 2018 | Sep. 25, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | $ 25,000 | ||||
Stock Repurchased During Period, Shares | 13,100,000 | 8,700,000 | 21,800,000 | |||
Stock Repurchased During Period, Value | $ 44,400 | $ 25,000 | $ 69,900 | |||
Treasury Stock Acquired, Average Cost Per Share | $ 3.38 | $ 2.86 | $ 3.21 | |||
Treasury Stock, Shares, Acquired | 400,000 | 400,000 | ||||
Treasury Stock, Value | $ 1,490 | $ 1,490 | $ 2,103 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | Jan. 08, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 06, 2018 |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 38,913 | $ 38,518 | ||
Future potential royalty payments | $ 2,000 | |||
License and other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 500 | (33) | 571 | |
Medical devices [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,726 | 4,982 | ||
Non ASC 606 revenue | 1,200 | 1,400 | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,489 | 3,546 | ||
Medical devices [Member] | North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,704 | |||
Medical devices [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 615 | |||
Medical devices [Member] | Asia [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,114 | |||
Medical devices [Member] | Non-US [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 113 | |||
Pharmaceutical [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 19,961 | 18,342 | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 19,961 | $ 18,342 | ||
Minimum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Term of receivable (in Duration) | 30 days | |||
Maximum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Term of receivable (in Duration) | 90 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contracts with Customers [Abstract] | ||
Accounts Receivable, Net | $ 15,867 | $ 20,655 |
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, Net | 5,360 | 2,595 |
Contract asset payments received | (26) | |
Contract assets recognized | 2,791 | |
Contract with Customer, Liability | 5,452 | 8,938 |
Medical devices [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, Net | 0 | 0 |
Contract asset payments received | 0 | |
Contract assets recognized | 0 | |
Contract with Customer, Liability | 1,105 | |
Pharmaceutical [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, Net | 5,360 | $ 2,595 |
Contract asset payments received | (26) | |
Contract assets recognized | 2,791 | |
Contract with Customer, Liability | $ 4,347 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Pharmaceutical [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,500 |
Medical devices [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 5,211 |
Asset Acquisitions Asset Acquis
Asset Acquisitions Asset Acquisition Details (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability, Current | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Lease termination option | 3 years | |||
Sales-type Lease, Revenue | $ 0 | $ 151 | ||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Next Rolling Twelve Months | 458 | $ 533 | ||
Capital Leases, Lessor Balance Sheet, Net Investment in Direct Financing and Sales Type Leases, Noncurrent | 639 | 475 | ||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Remainder of Fiscal Year | 368 | |||
Lessor, Operating Lease, Payments to be Received, Remainder of Fiscal Year | 1,694 | |||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 707 | |||
Operating Lease, Right-of-Use Asset | 1,882 | $ 2,100 | ||
Operating Lease, Liability, Current | 855 | |||
Operating Lease, Liability, Noncurrent | 1,064 | |||
Operating Lease, Liability | $ 1,919 | $ 2,100 | ||
Operating Lease, Weighted Average Remaining Lease Term | 2 years 3 months | |||
Operating Lease, Weighted Average Discount Rate, Percent | 6.00% | |||
Lessee, Operating Lease, Liability, Payments, Due in Rolling Year Two | $ 837 | |||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 473 | |||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 0 | |||
Lessee, Operating Lease, Liability, Payments, Due Year Five | 0 | |||
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 0 | |||
Lessee, Operating Lease, Liability, Payments, Due | 2,017 | |||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (98) | |||
Lessor, Operating Lease, Payments to be Received, Two Years | 1,123 | |||
Lessor, Operating Lease, Payments to be Received, Three Years | 304 | |||
Lessor, Operating Lease, Payments to be Received, Four Years | 26 | |||
Lessor, Operating Lease, Payments to be Received, Rolling Year Five | 0 | |||
Lessor, Operating Lease, Payments to be Received, Thereafter | 0 | |||
Lessor, Operating Lease, Payments to be Received | 3,147 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Two Years | 394 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Three Years | 198 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Four Years | 150 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Five Years | 52 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Thereafter | 0 | |||
Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received | 1,162 | |||
Sales-type and Direct Financing Leases, Lease Receivable | 1,097 | $ 1,008 | ||
Sales-type and Direct Financing Leases, Lease Receivable, Undiscounted Excess Amount | 65 | |||
Cost of Goods Sold, Sales-type Lease | 0 | (58) | ||
Sales-type Lease, Selling Profit (Loss) | 0 | 93 | ||
Sales-type Lease, Interest Income, Lease Receivable | 12 | 12 | ||
Operating Leases, Income Statement, Initial Direct Costs | 0 | (8) | ||
Operating Lease, Lease Income | $ 1,237 | $ 1,285 | ||
Lessee, Operating Lease, Renewal Term | 5 years | |||
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessor, Operating Lease, Term of Contract | 1 year | |||
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessor, Operating Lease, Term of Contract | 8 years |
Leases Lease expense (Details)
Leases Lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 1,140 | ||
Operating Lease, Payments | $ 215 | $ 285 | |
Operating Lease, Expense | 233 | 285 | |
Short-term Lease, Cost | 25 | 12 | |
Lease, Cost | 258 | $ 297 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 2,111 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,003 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 559 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 0 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 0 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 0 | ||
Operating Leases, Future Minimum Payments Due | $ 2,702 |