Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Entity Information [Line Items] | ||
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Registrant Name | PDL BIOPHARMA, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 116,546,762 | |
Amendment Flag | false | |
Entity Central Index Key | 0000882104 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
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, 2020 | Mar. 31, 2019 | |
Costs and Expenses | $ 37,871 | $ 14,915 |
Revenues | ||
Revenues | 5,995 | 6,696 |
Operating expenses | ||
Cost of Revenue | 2,860 | 3,800 |
Amortization of intangible assets | 302 | 318 |
Business Exit Costs | 18,734 | |
General and administrative | 12,869 | 8,313 |
Selling and Marketing Expense | 1,250 | 1,574 |
Research and Development Expense | 1,856 | 910 |
Operating loss from continuing operations | (31,876) | (8,219) |
Non-operating expense, net | ||
Interest and other income, net | 513 | 1,874 |
Interest expense | (474) | (2,955) |
Unrealized Gain (Loss) on Investments | (13,797) | 0 |
Gain (Loss) on Extinguishment of Debt | (606) | 0 |
Total non-operating expense, net | (14,364) | (1,081) |
Loss from continuing operations before income taxes | (46,240) | (9,300) |
Income tax benefit from continuing operations | (14,473) | (848) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (31,767) | (8,452) |
Net (loss) income | (32,011) | 6,617 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 75 | 18,689 |
Discontinued Operation, Tax Effect of Discontinued Operation | 319 | 3,620 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | (244) | 15,069 |
Net Income (Loss) Attributable to Noncontrolling Interest | (288) | (63) |
Net loss from continuing operations | $ (31,723) | $ 6,680 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.26) | $ (0.07) |
Net income per share | ||
Basic (in Dollars per Share) | (0.26) | 0.05 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0.12 |
Net income per diluted share (in Dollars per Share) | (0.26) | 0.05 |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.26) | (0.07) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | $ 0 | $ 0.12 |
Weighted average shares outstanding | ||
Basic (in Shares) | 122,896 | 128,799 |
Diluted (in Shares) | 122,896 | 128,799 |
Queen et al. patents [Member] | ||
Revenues | ||
Revenues | $ 0 | $ 3 |
Product Revenue [Member] | ||
Revenues | ||
Revenue from Contract with Customer, Including Assessed Tax | 5,985 | 6,726 |
License and other [Member] | ||
Revenues | ||
Revenues | $ 10 | $ (33) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net (loss) income | $ (32,011) | $ 6,617 |
Other comprehensive income (loss), net of tax | ||
Total other comprehensive income (loss), net of tax | 0 | 0 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (32,011) | 6,617 |
Net Income (Loss) Attributable to Noncontrolling Interest | (288) | (63) |
Comprehensive income | $ (31,723) | $ 6,680 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Unrealized gains (losses) on available-for-sale securities, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |||
Disposal Group, Including Discontinued Operation, Liabilities, Current | $ 24,554 | $ 31,095 | |||
Other Noncontrolling Interests | (110) | 78 | |||
Current assets: | |||||
Cash and cash equivalents | 125,512 | [1] | 168,982 | [2] | |
Accounts receivable, net | 7,865 | [1] | 6,559 | [2] | |
Notes receivable | 52,577 | [1] | 52,583 | [2] | |
Prepaid and other current assets | 22,012 | [1] | 7,344 | [2] | |
Total current assets | 551,256 | [1] | 313,895 | [2] | |
Property and equipment, net | 3,264 | [1] | 2,560 | [2] | |
Inventory, Net | [1] | 10,542 | 8,061 | ||
Disposal Group, Including Discontinued Operation, Assets, Current | 332,748 | 70,366 | |||
Investments | 70,933 | 82,267 | |||
Notes receivable, long-term | 722 | [1] | 827 | [2] | |
Intangible Assets, Net (Excluding Goodwill) | [1] | 12,884 | 13,186 | ||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 0 | 281,087 | |||
Other assets | 20,744 | [1] | 23,384 | [2] | |
Total assets | 659,803 | [1] | 717,206 | [2] | |
Current liabilities: | |||||
Accounts payable | 5,229 | [1] | 2,675 | [2] | |
Accrued liabilities | 11,959 | [1] | 11,923 | [2] | |
Total current liabilities | 41,742 | [1] | 45,693 | [2] | |
Convertible notes payable | 13,302 | [1] | 27,250 | [2] | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 0 | 120 | |||
Other long-term liabilities | 51,644 | 50,865 | |||
Total liabilities | 106,688 | [1] | 123,928 | [2] | |
Commitments and contingencies (Note 13) | [1] | [2] | |||
Stockholders' deficit: | |||||
Preferred stock, par value $0.01 per share, 10,000 shares authorized; no shares issued and outstanding | 0 | [1] | 0 | [2] | |
Common stock, par value $0.01 per share, 350,000 shares authorized; 114,185 and 136,513 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 1,205 | [1] | 1,243 | [2] | |
Additional paid-in capital | (66,867) | [1] | (78,875) | [2] | |
Treasury Stock, Value | 2,244 | 0 | |||
Retained earnings | 621,131 | [1] | 670,832 | [2] | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 553,115 | 593,278 | |||
Total liabilities and stockholders’ equity | 659,803 | [1] | 717,206 | [2] | |
Total PDL’s stockholders’ equity | 553,225 | [1] | 593,200 | [2] | |
Discontinued Operations, Held-for-sale [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 21,305 | 24,469 | |||
Accounts receivable, net | 8,559 | 6,993 | |||
Prepaid and other current assets | 8,859 | 7,192 | |||
Property and equipment, net | 2,908 | 2,960 | |||
Inventory, Net | 30,083 | 31,712 | |||
Royalty rights | 262,021 | 266,196 | |||
Intangible Assets, Net (Excluding Goodwill) | 9,723 | 10,112 | |||
Total assets | 332,748 | 351,453 | |||
Current liabilities: | |||||
Accounts payable | 7,432 | 14,695 | |||
Accrued liabilities | [1] | 17,122 | 16,400 | ||
Total liabilities | $ 24,554 | $ 31,215 | |||
[1] | unaudited | ||||
[2] | Note 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Mar. 31, 2020 | [1] | Dec. 31, 2019 | [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) | 120,519 | 124,303 | ||
Common stock, shares outstanding (in Shares) | 120,519 | 124,303 | ||
[1] | unaudited | |||
[2] | Note 1 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||||
Cash flows from operating activities | ||||||
Net (loss) income | $ (32,011) | $ 6,617 | ||||
Less: (Loss) income from discontinued operations | (244) | 15,069 | ||||
Net loss from continuing operations | (31,767) | (8,452) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of convertible notes conversion option and debt issuance costs | 280 | 1,923 | ||||
Accreted interest on convertible note principal | 33 | 0 | ||||
Amortization of intangible assets | 302 | 318 | ||||
Amortization of right-of-use assets | 185 | 153 | ||||
Change in fair value of equity affiliate | 11,334 | 0 | ||||
Change in fair value of derivative assets | 2,453 | 33 | ||||
Other amortization and depreciation | 509 | 827 | ||||
Loss on extinguishment of convertible notes | 606 | 0 | ||||
Loss on disposal of property and equipment | 300 | 0 | ||||
Provision for bad debts | 50 | 0 | ||||
Stock-based compensation expense | 17,769 | 1,115 | ||||
Deferred income taxes | (129) | (602) | ||||
Changes in assets and liabilities: | ||||||
Accounts receivable | (1,245) | 1,472 | ||||
Prepaid and other current assets | (14,666) | 1,048 | ||||
Inventory | (3,900) | (788) | ||||
Other assets | 0 | 173 | ||||
Accounts payable | 2,554 | (65) | ||||
Accrued liabilities | (238) | 570 | ||||
Other long-term liabilities | 316 | (28) | ||||
Net cash used in operating activities - continuing operations | (15,254) | (2,303) | ||||
Net cash (used in) provided by operating activities - discontinued operations | (3,765) | 6,818 | ||||
Cash flows from investing activities | ||||||
Purchase of property and equipment | (93) | (42) | ||||
Net cash used in investing activities - continuing operations | (93) | (42) | ||||
Net cash provided by investing activities - discontinued operations | 13,569 | 12,620 | ||||
Cash flows from financing activities | ||||||
Repurchase of convertible notes | (18,845) | 0 | $ (97,900) | |||
Net receipts for capped call transactions | 801 | |||||
Net receipts for capped call transactions | 0 | |||||
Payment of contingent consideration | 0 | (1,071) | ||||
Repurchase of Company common stock | (19,226) | (44,288) | ||||
Net settlement of stock-based compensation awards | (3,462) | 0 | ||||
Net cash used in financing activities - continuing operations | (40,732) | (45,359) | ||||
Net cash used in financing activities - discontinued operations | (359) | 0 | ||||
Net decrease in cash and cash equivalents | (46,634) | (28,266) | ||||
Cash and cash equivalents at beginning of the period | 193,451 | 394,590 | [1] | 394,590 | [1] | |
Cash and cash equivalents at end of the period | 146,817 | 366,324 | $ 193,451 | |||
Less: Cash and cash equivalents of discontinued operations | 21,305 | 24,469 | ||||
Cash and cash equivalents of continuing operations at end of period | [2] | 125,512 | 341,855 | |||
Supplemental cash flow information | ||||||
Cash (refunded) paid for income taxes | (26) | (2,773) | ||||
Cash paid for interest | $ 95 | $ 0 | ||||
[1] | Note 1 | |||||
[2] | 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] | Noncontrolling Interest [Member] | |
Shares, Issued at Dec. 31, 2018 | 136,512,522 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2018 | $ 729,779 | $ 1,365 | $ (2,103) | $ (98,030) | $ 828,547 | ||
Other Noncontrolling Interests at Dec. 31, 2018 | $ 0 | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 764,785 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost 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) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 6,680 | ||||||
Net Income (Loss) Attributable to Parent | 6,680 | 6,680 | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (63) | ||||||
Net (loss) income | 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 | $ 693,784 | 1,238 | (1,490) | (96,869) | 790,396 | ||
Shares, Issued at Dec. 31, 2019 | 124,302,616 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2019 | $ 593,200 | [1] | 1,243 | 0 | (78,875) | 670,832 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2019 | 593,278 | ||||||
Other Noncontrolling Interests at Dec. 31, 2019 | $ 78 | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 1,781,197 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | (18) | (18) | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 14,453 | ||||||
Stock Repurchased During Period, Shares | (5,564,841) | ||||||
Treasury Stock, Retired, Par Value Method, Amount | $ (56) | ||||||
Reduction in Treasury stock held | (2,244) | ||||||
Treasury Stock, Retired, Cost Method, Amount | (17,978) | ||||||
Adjustments to Additional Paid in Capital, Other | $ 683 | ||||||
Noncontrolling Interest, Period Increase (Decrease) | 100 | ||||||
Stock Repurchased and Retired During Period, Value | (20,278) | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (31,723) | ||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 783 | ||||||
Write off of Deferred Debt Issuance Cost | (3,911) | ||||||
Call option unwind | $ 801 | ||||||
Net Income (Loss) Attributable to Parent | (31,723) | (31,723) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (288) | ||||||
Net (loss) income | (32,011) | ||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (32,011) | ||||||
Shares, Issued at Mar. 31, 2020 | 120,518,972 | ||||||
Other Noncontrolling Interests at Mar. 31, 2020 | $ (110) | ||||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2020 | 553,225 | [2] | $ 1,205 | $ (2,244) | $ (66,867) | $ 621,131 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 31, 2020 | $ 553,115 | ||||||
[1] | Note 1 | ||||||
[2] | unaudited |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation Throughout its history, the mission of PDL BioPharma, Inc. and its subsidiaries (collectively, the “Company” or “PDL”) has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma, Inc. Historically, the Company generated a substantial portion of its revenues through license agreements related to patents covering the humanization of antibodies, which it refers to as the Queen et al. patents. In 2012, the Company began providing alternative sources of capital through royalty monetizations and debt facilities, and, in 2016, the Company began acquiring commercial-stage products and launching specialized companies dedicated to the commercialization of these products. In 2019, and as a further evolution of the Company’s strategy, it began to enter into strategic transactions involving innovative late clinical-stage or early commercial-stage therapeutics. Consistent with this strategy, on April 10, 2019, the Company entered into a securities purchase agreement with Evofem Biosciences, Inc. (“Evofem”), pursuant to which it invested $60.0 million in a private placement of securities structured in two tranches. To date, the Company has consummated eighteen transactions, ten of which are active and outstanding. In December 2019, the Company announced that it had completed a strategic review process and decided to halt the execution of its growth strategy, cease additional strategic investments and pursue a formal process to unlock value by monetizing its assets and returning net proceeds to stockholders (the “monetization strategy”). Pursuant to the Company’s monetization strategy, the Company does not expect to enter into any additional strategic transactions or investments. The Company further announced in December 2019 that it would explore a variety of potential transactions in connection with the monetization strategy, including a sale of the Company, divestiture of the Company’s assets or businesses, a spin-off transaction, a merger or a combination thereof. During the first quarter of 2020, the Board of Directors (the “Board”) of the Company approved a plan of complete liquidation (the “Plan of Liquidation”) and passed a resolution to seek stockholder approval at its next Annual Meeting of Stockholders to dissolve the Company under Delaware state law in the event the Board concludes that the whole Company sale process is unlikely to maximize the value that can be returned to the stockholders . The Company has not set a definitive timeline to file for dissolution and intends to pursue its monetization strategy in a disciplined and cost-effective manner seeking to maximize returns to stockholders. Subsequently, the Company began a comprehensive program to market and sell its investments. As of March 31, 2020, the Pharmaceutical segment and the royalty right assets within the Income Generating Assets segment met the criteria to be classified as held for sale. Those investments are reported as discontinued operations on the Condensed Consolidated Statements of Operations and as Assets and Liabilities held for sale on the Condensed Consolidated Balance Sheets. While the Company cannot provide a definitive timeline for the liquidation process, it has been targeting the end of 2020 for completing the monetization of its key assets. However, the Company recognizes that the duration and extent of the public health issues related to the COVID-19 pandemic make it possible, and perhaps probable, that the timing may be delayed. The accompanying unaudited Condensed Consolidated Financial Statements of 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 statement 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 fiscal year ended December 31, 2019 , included in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2020. The Condensed Consolidated Balance Sheet at December 31, 2019 , included herein, has been derived from the audited Consolidated Financial Statements at that date, as adjusted to conform with the financial statement presentation as of and for the three months ended March 31. 2020 as discussed in Note 2, Discontinued Operations Classified as Assets Held for Sale , 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, assets and liabilities held for sale, product revenue recognition and allowances for customer rebates, 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 the valuation of warrants to acquire shares of common stock. Furthermore, the impact on accounting estimates and judgments on the Company’s financial condition and results of operations due to COVID-19 has introduced additional uncertainties. Actual results could differ from those estimates. The Condensed Consolidated Financial Statements included herein include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Based on the composition of its existing investment portfolio, the Company structured its operations in four segments designated as Medical Devices, Strategic Positions, Pharmaceutical and Income Generating Assets. During the second quarter of 2019, and in connection with the investment in Evofem, the Company added a new segment designated as Strategic Positions. This had no impact on its prior segment reporting structure. • 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, training, installation, warranty and maintenance agreements. • The Company’s Strategic Positions segment consists of an investment in Evofem. The Company’s investment includes shares of common stock and warrants to purchase additional shares of common stock. Evofem is a publicly-traded clinical-stage biopharmaceutical company committed to developing and commercializing innovative products to address unmet needs in women’s sexual and reproductive health. Evofem is leveraging its proprietary Multipurpose Vaginal pH Regulator (MVP-R™) platform to develop Phexxi TM (L-lactic acid, citric acid and potassium bitartrate) for hormone-free birth control. • 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 Pharma AG (“Novartis”) in July 2016 (the “Noden Transaction”) by the Company’s wholly-owned subsidiary, Noden Pharma DAC (“Noden DAC”). The Company, through its wholly-owned subsidiary, Noden Pharma USA Inc. (“Noden USA”) launched its authorized generic form of Tekturna in the United States in March 2019. • The Company’s Income Generating Assets segment consists of revenue derived from (i) royalty rights, (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 Assets Held for Sale Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. The assets and liabilities held for sale are recorded on the Company’s Condensed Consolidated Balance Sheets as Assets held for sale and Liabilities held for sale, respectively. Discontinued Operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period, represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. The profits and losses are presented on the Condensed Consolidated Statements of Operations as discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. Severance and retention After the Company announced its monetization strategy, it recognized that its ability to execute on its plan and optimize returns to its shareholders depended to a large extent on its ability to retain the necessary expertise to effectively transact with respect to its assets. On December 21, 2019, the Compensation Committee of the Board adopted a Wind Down Retention Plan in which the Company’s executive officers and other employees who are participants in the Company’s Severance Plan are eligible to participate. Under the Wind Down Retention Plan, participants are eligible to earn a retention benefit in consideration for their continued employment with the Company. The Wind Down Retention benefits are equivalent to previously disclosed compensation payments contemplated in connection with a change in control under the Company’s existing Severance Plan. Under the Wind Down Retention Plan, payment of the retention benefit to any participant will occur upon termination of the participant’s employment with the Company either by the Company without cause or by the participant for good reason. The retention benefit, if paid, would be in lieu of (and not in addition to) any other severance compensation that could become payable to the participant under the Company’s Severance Plan. In connection with the adoption of the Wind Down Retention Plan, a severance liability is being recorded over the remaining service period for the participating employees. As of March 31, 2020, the Company has recorded a severance liability of $3.0 million . Expenses associated with severance payments and accruals are reflected in Severance and retention on the Company’s Condensed Consolidated Statement of Operations. The Wind Down Retention Plan also provides that, consistent with the existing terms of our Amended and Restated 2005 Equity Incentive Plan (the “Equity Plan”), the vesting of all outstanding equity awards held by participants as of the date the Wind Down Retention Plan was adopted will be accelerated upon the earlier of: (i) a termination of the participant’s employment with the Company either by the Company without cause or by the participant for good reason or (ii) the consummation of a change in control (as defined in the Equity Plan) of the Company. In addition, the post-termination exercise period for all outstanding stock options will be extended until their expiration date. In the first quarter of 2020, in connection with the Board adopting the Plan of Liquidation all of the stock options and restricted stock granted to our employees and executive officers accelerated and vested under the change in control definition in the Equity Plan, other than certain outstanding awards under the 2016/20 Long-Term Incentive Plan. The expense associated with the accelerated vesting, totaling $15.7 million is reported as Severance and retention on the Company’s Condensed Consolidated Statement of Operations. For a discussion of other accounting policies, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Summarized below are the accounting pronouncements and policies adopted subsequent to December 31, 2019 in addition to those described above. Adopted 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. The Company adopted ASU No. 2016-13 on January 1, 2020 using a modified retrospective approach. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. As a consequence of adopting ASU 2016-13, the Company’s accounts receivable accounting policy has been updated, as follows: Accounts and Notes Receivable The Company makes estimates of the collectability of accounts receivable. In doing so, the Company analyzes historical bad debt trends, customer credit worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of the allowance for credit losses. Amounts are charged off against the allowance for credit losses when the Company determines that recovery is unlikely and the Company ceases collection efforts.The Company applies the practical expedient for its collateral-dependent notes receivable. Estimated credit losses are based on the fair value of the collateral (less costs to sell, as applicable). 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 Company adopted ASU No. 2018-13 on January 1, 2020. The adoption did not have an effect on the Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. 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). The Company adopted ASU No. 2018-15 on January 1, 2020 using the prospective transition option. The adoption did not have an effect on the Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. For public companies, the amendments in ASU No. 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its Consolidated Financial Statements. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income per Share | . Net (Loss) Income per Share Three Months Ended March 31, Net (Loss) Income per Basic and Diluted Share 2020 2019 (in thousands, except per share amounts) Numerator Net loss from continuing operations $ (31,767 ) $ (8,452 ) (Loss) income from discontinued operations $ (244 ) $ 15,069 Net (loss) income attributable to PDL’s shareholders used to compute net (loss) income per basic and diluted share $ (31,723 ) $ 6,680 Denominator Total weighted-average shares used to compute net (loss) income attributable to PDL’s shareholders, per basic share 122,896 128,799 Shares used to compute net (loss) income attributable to PDL’s shareholders, per diluted share 122,896 128,799 Net loss from continuing operations $ (0.26 ) $ (0.07 ) Net (loss) income from discontinued operations $ 0.00 $ 0.12 Net (loss) income attributable to PDL’s shareholders per share - basic $ (0.26 ) $ 0.05 Net loss from continuing operations $ (0.26 ) $ (0.07 ) Net (loss) income from discontinued operations $ 0.00 $ 0.12 Net (loss) income attributable to PDL’s shareholders per share - diluted $ (0.26 ) $ 0.05 The Company computes net (loss) 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 (loss) income per diluted share include shares that may be issued pursuant to outstanding stock options and restricted stock awards in each case, on a weighted-average basis for the period they were outstanding, including, if applicable, the underlying shares using the treasury stock method. The December 2021 Notes and the December 2024 Notes allow for the settlement entirely or partially in cash, and are accounted for under the treasury stock method. Under the treasury stock method, the shares issuable upon conversion of the notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the notes exceeds their principal amount. The effect of which, for diluted earnings per share purposes, is that only the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are included in the computation. December 2021 Notes and December 2024 Notes Capped Call Potential Dilution In November 2016, the Company issued $150.0 million in aggregate principal of the December 2021 Notes. The Company entered into an Exchange Transaction in September 2019 through which it exchanged a portion of the December 2021 Notes for the December 2024 Notes with a later maturity of December 2024. Both the notes that mature in December 2021 and those that mature in December 2024 provide in certain situations for the conversion of the outstanding principal amount into shares of the Company’s common stock at a predefined conversion rate. In conjunction with the issuance of the December 2021 Notes and the issuance of the December 2024 Notes pursuant to the Exchange Transaction, the Company entered into capped call transactions with a hedge counterparty. The capped call transactions are 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 or the December 2024 Notes. The Company has excluded the capped call transaction from the net (loss) 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 (loss) income per diluted share would be dilutive or anti-dilutive. For additional information regarding the conversion rates and the capped call transaction related to the Company’s December 2021 Notes and December 2024 Notes, see Note 11, Convertible Senior Notes . Anti-Dilutive Effect of Restricted Stock Awards and Stock Options For the three months ended March 31, 2020 and 2019 , the Company excluded approximately 0.1 million and 0.4 million shares underlying restricted stock awards, respectively, calculated on a weighted-average basis, from its net (loss) income per diluted share calculations because their effect was anti-dilutive. For the three months ended March 31, 2020 and 2019 , the Company excluded approximately 12.6 million and 7.8 million shares underlying outstanding stock options, respectively, calculated on a weighted-average basis, from its net (loss) income per diluted share calculations because their effect was anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 (exit price) in an orderly transaction between market participants at the measurement date. 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 observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 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, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 81,808 $ — $ — $ 81,808 $ 131,264 $ — $ — $ 131,264 Corporate securities (1) 70,933 — — 70,933 82,267 — — 82,267 Warrants (2) — 11,698 — 11,698 — 14,152 — 14,152 Royalty rights - at fair value — — 262,021 262,021 — — 266,196 266,196 Total $ 152,741 $ 11,698 $ 262,021 $ 426,460 $ 213,531 $ 14,152 $ 266,196 $ 493,879 ___________________ (1) Corporate securities are classified as “Investment in equity affiliate” on the Condensed Consolidated Balance Sheets. (2) Warrants are included in “Other assets” on the Condensed Consolidated Balance Sheets. 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. Money Market Funds - The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments. Corporate Securities - Corporate securities consists of common stock shares of Evofem, a clinical-stage biopharmaceutical company listed on Nasdaq (EVFM). For additional information on the Evofem investment, see Note 3, Investment in Evofem Biosciences, Inc. Warrants - Warrants consist of rights to purchase shares of common stock in Evofem and CareView Communications, Inc. (“CareView”), see Note 3, Investment in Evofem Biosciences, Inc. and Note 7, Notes and Other Long-Term Receivables. 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 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., which was subsequently acquired by Salix Pharmaceuticals, Inc., 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 (“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 Bausch Health for sales of extended-release metformin tablets in Korea and Canada, respectively. 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 by the FDA. 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. 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. 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. 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. After the amendment, the Company elected to continue to follow 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. 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, 2020 , 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. 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 estimated 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. The discounted cash flows are based upon expected royalties from sales of licensed products over approximately a nine -year period. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s 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. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5% , the fair value of the asset could increase or decrease by $5.4 million , respectively. Significant judgment is required in selecting appropriate discount rates. The discount rates utilized range from 10% to 24% . Should these discount rates increase or decrease by 2.5% , the fair value of the asset could decrease by $17.1 million or increase by $20.0 million , respectively. As of March 31, 2020 , 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 for the above described royalty streams. As of March 31, 2020 , the fair value of the asset acquired as reported in “Assets held for sale” on the Company’s Condensed Consolidated Balance Sheet was $210.8 million and the maximum loss exposure was $210.8 million , which reflects an estimated cost to sell of $4.7 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. Paradigm Spine was acquired in March 2019 by RTI Surgical Holdings, Inc. 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 estimated fair value of the royalty rights at March 31, 2020 , 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 estimated fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s 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. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5% , the fair value of the asset could increase or decrease by $0.3 million , respectively. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was 15.0% . 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 $1.5 million , respectively. As of March 31, 2020 , 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, 2020 , the fair value of the asset acquired as reported in “Assets held for sale” on the Company’s Condensed Consolidated Balance Sheet was $13.5 million and the maximum loss exposure was $13.5 million , which reflects an estimated cost to sell of $0.3 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 the U-M 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 (“EU”) 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 EU and Japan, national pricing and reimbursement decisions are delayed in some countries. The estimated fair value of the royalty right at March 31, 2020 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 two -year period. The estimated 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. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5% , the fair value of the asset could increase or decrease by $0.5 million , respectively. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was approximately 12.8% . Should this discount rate increase or decrease by 2.5% , the fair value of this asset could decrease or increase by $0.5 million , respectively. As of March 31, 2020 , the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows. As of March 31, 2020 , the fair value of the asset acquired as reported in “Assets held for sale” on the Company’s Condensed Consolidated Balance Sheet was $18.6 million and the maximum loss exposure was $18.6 million , which reflects an estimated cost to sell of $0.4 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 EU, 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, 2020 , and December 31, 2019 , 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 estimated fair value of the royalty right at March 31, 2020 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 thirteen -year period. The estimated 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 valuation is performed for each reporting period. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5% , the fair value of the asset could increase or decrease by $0.3 million , respectively. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was approximately 13.4% . Should this discount rate increase or decrease by 2.5% , the fair value of this asset could decrease by $1.2 million or increase by $1.4 million , respectively. As of March 31, 2020 , 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, 2020 , the fair value of the asset acquired as reported in “Assets held for sale” on the Company’s Condensed Consolidated Balance Sheet was $12.9 million and the maximum loss exposure was $12.9 million , which reflects an estimated cost to sell of $0.3 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 estimated fair value of the royalty right at March 31, 2020 , 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 six -year period. The estimated 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. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. 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. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was approximately 14.4% . Should this discount rate increase or decrease by 2.5% , the fair value of this asset could decrease or increase by less than $0.1 million , respectively. As of March 31, 2020 , 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, 2020 , the fair value of the asset acquired as reported in “Assets held for sale” on the Company’s Condensed Consolidated Balance Sheet was $0.5 million and the maximum loss exposure was $0.5 million , which reflects an estimated cost to sell of less than $0.1 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, 2020 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Right Assets (in thousands) Royalty Rights - At Fair Value Fair value as of December 31, 2019 $ 266,196 Total net change in fair value for the period Change in fair value of royalty rights - at fair value 9,394 Proceeds from royalty rights (13,569 ) Total net change in fair value for the period (4,175 ) Fair value as of March 31, 2020 $ 262,021 The table above does not include the aggregate remaining estimated cost to sell the royalty right assets of $5.8 million . Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Right Assets Fair Value as of Royalty Rights - Fair Value as of (in thousands) December 31, 2019 Change in Fair Value March 31, 2020 (1) Assertio $ 218,672 $ (3,161 ) $ 215,511 VB 13,590 206 13,796 U-M 20,398 (1,391 ) 19,007 AcelRx 12,952 200 13,152 KYBELLA 584 (29 ) 555 $ 266,196 $ (4,175 ) $ 262,021 ________________ (1) Excludes the aggregate remaining estimated costs to sell of $5.8 million . 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 shares of Alphaeon Class A common stock, received in connection with the loans made to LENSAR by the Company prior to its acquisition of LENSAR. The Company’s carrying value of the 1.7 million shares of Alphaeon common stock as of both March 31, 2020 and December 31, 2019 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 6, Notes and Other Long-Term Receivables . During the quarter ended March 31, 2020 it was determined that Noden met the criteria as an asset held for sale, see Note 2, Discontinued Operations Classified as Assets Held for Sale . Assets classified as held for sale are reported at the lower of carrying value or fair value less costs to sale. As a result of our analysis of the fair value of Noden we recorded a loss on classification as held for sale of $6.7 million of which $1.8 million relates to the estimated costs to sell Noden and $4.9 million relates to the difference in carrying value versus fair value. The fair value calculation was made using a discounted cash flow model, utilizing a discount rate of approximately 19% , and included level 3 inputs. Assets/Liabilities Not Subject to Fair Value Recognition The Company has two notes receivable assets with an aggregate carrying value of $52.1 million as of March 31, 2020 and December 31, 2019. The estimated fair value of these notes receivable of $57.3 million exceeded the carrying value as of December 31, 2019 and was substantially equivalent to the carrying values as of March 31, 2020. The notes receivable are classified as Level 3 in the fair value hierarchy. The Company determined its notes receivable assets are Level 3 assets as the Company’s valuations utilized significant unobservable inputs, including estimates of future revenues, discount rates, expectations about settlement, terminal values, required yield and the value of underlying collateral. The Company engages third-party valuation experts when deemed necessary to assist in evaluating its investments and the related inputs needed to estimate the fair value of certain investments. As of March 31, 2020 and December 31, 2019 , the estimated fair value of the CareView note receivable was determined using a liquidation analysis. A liquidation analysis considers the asset side of the balance sheet and adjusts the value in accordance with the relative risk associated with the asset and the probable liquidation value. The asset recovery rates varied by asset. As of March 31, 2020 and December 31, 2019 , the estimated fair value of the Wellstat Diagnostics and Hyperion Catalysis International, Inc. (“Hyperion”) notes receivable were 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 CareView note receivable is secured by substantially all assets of, and equity interests in CareView. The Wellstat Diagnostics note receivable is secured by substantially all assets of Wellstat Diagnostics and is supported by a guaranty from the Wellstat Diagnostics Guarantors (as defined in Note 7, Notes and Other Long-Term Receivables ). On March 31, 2020 , the carrying value of one of the Company’s notes receivable assets differed from its estimated fair value. This is the result of inputs used in estimating the fair value of the collateral, including appraisals, projected cash flows of collateral assets and discount rates used when performing a discounted cash flow analysis. The Company’s liabilities not subject to fair value recognition consist of its 2021 and 2024 convertible notes. The fair values of the Company’s convertible senior notes were determined using quoted market pricing and are classified as Level 2 in the fair value hierarchy. The aggregate carrying value of the convertible notes was $13.3 million and $27.3 million as of March 31, 2020 and December 31, 2019, respectively. The aggregate fair values of the convertible notes was $15.9 million and $33.9 million as of March 31, 2020 and December 31, 2019, respectively. The following table represents significant unobservable inputs used in determining the estimated fair value of the Wellstat Diagnostics note receivable investment: Asset Valuation Technique Unobservable Input March 31, 2020 December 31, 2019 Wellstat Diagnostics Wellstat Guarantors intellectual property Income Approach Discount rate 12% 12% Undiscounted royalty amount $21 million $21 million Settlement Amount Income Approach Discount rate 15% 15% Undiscounted settlement amount $25 million $28 million Real Estate Property Market Approach Annual appreciation rate —% —% Estimated realtor fee 6% 6% Undiscounted market value $16 million $16 million |
Cash Equivalents and Investment
Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Investments | 4. Cash and Cash Equivalents As of March 31, 2020 and December 31, 2019, the Company had invested its excess cash balances primarily in cash and money market funds. The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments. The following table summarizes the Company’s cash and cash equivalents by significant investment category reported as cash and cash equivalents as of March 31, 2020 and December 31, 2019 : (in thousands) March 31, 2020 December 31, 2019 Cash (1) $ 43,704 $ 37,718 Money market funds 81,808 131,264 Total $ 125,512 $ 168,982 ________________ (1) The amounts above exclude $21.3 million and $24.5 million of cash at Noden classified as held for sale as of March 31, 2020 and December 31, 2019 , respectively. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. |
Notes Receivable and Other Long
Notes Receivable and Other Long-term Receivables | 3 Months Ended |
Mar. 31, 2020 | |
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 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 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, 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. 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 and a hearing was held on May 22, 2019. On September 11, 2019, the Supreme Court of New York granted the Company’s summary judgment motion, the court holding that the guarantees executed by the Wellstat Diagnostics Guarantors are valid and enforceable, and that the Wellstat Diagnostics Guarantors are liable for the amount owed under the loan agreement. The court ordered a damages inquest before a special referee to calculate the amount owed under the loan agreement between Wellstat Diagnostics and the Company. On September 12, 2019, the Wellstat Diagnostics Guarantors filed a notice of appeal in relation to the court’s decision. On September 17, 2019, the Wellstat Diagnostics Guarantors requested a stay of the enforcement of the New York Supreme Court’s decision pending their appeal of the decision, which was denied on November 21, 2019. A damages hearing was scheduled to begin before a judicial hearing officer on December 17, 2019. At the request of the judicial hearing officer, the parties agreed to mediate their dispute prior to the commencement of the damages hearing. As a result, no decision has been made by the hearing officer with respect to the amount of damages owed to the Company. 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 Diagnostics Guarantors’ counsel confirmed that the Wellstat Diagnostics 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. The Wellstat Diagnostic Guarantors filed a summary judgment motion with regard to this case, which was also heard by the court at the hearing on May 22, 2019. The court, in its September 11, 2019 decision, denied in its entirety the Wellstat Diagnostics Guarantors’ motion for summary judgment. 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, 2020 , 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 is in-line with 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, 2020 , 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. 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 a 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. 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 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. 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. 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 6, Fair Value Measurements . 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 under additional amendments. In May 2019, and in consideration of additional capital raised by CareView, the Company further modified the loan by agreeing that (i) the first principal and interest payments would be deferred until September 30, 2019 and (ii) the remaining liquidity covenant would be removed. In September 2019, the Company further modified the loan by agreeing that the first principal and interest payments would be deferred, and (iii) the interest rate would be increased to 15.5% . Pursuant to further amendments to the February 2018 Modification Agreement in September 2019, December 2019 and January 2020, the Company agreed to defer principal and interest payments until April 30, 2020. In December 2019, and in consideration of the further modification to the credit agreement and February 2018 Modification Agreement, the Company updated its impairment analysis and determined that an additional impairment was necessary and recorded an impairment loss of $10.8 million . At March 31, 2020 , the Company estimated the fair value of the warrant to be less than $0.1 million . In April 2020 the Company agreed to a further amendment of the February 2018 Modification Agreement that deferred principal repayment and interest payments until September 30, 2020, which was conditioned upon CareView raising additional financing from third parties. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | . Accrued Liabilities Accrued liabilities consist of the following: (in thousands) March 31, December 31, Compensation $ 5,704 $ 6,823 Deferred revenue 933 959 Interest 136 70 Legal 929 921 Accrued rebates, chargebacks and other revenue reserves 4 5 Other 4,253 3,145 Total (1) $ 11,959 $ 11,923 ________________ (1) The amounts above exclude $17.1 million and $16.4 million of accrued liabilities at Noden classified as held for sale as of March 31, 2020 and December 31, 2019 , respectively. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. As previously discussed, during the first quarter of 2020 the Board approved the Plan of Liquidation. In addition, the Company has entered into severance agreements with its employees under the Wind Down Retention Plan. The total amount of severance expected to be incurred during 2020 will be $13.0 million , of which $3.0 million was expensed in the three months ended March 31, 2020. The severance amount paid in the three months ended March 31, 2020 was $0.6 million . All severance costs are included in the Income Generating Assets segment, as all corporate personnel salary and benefit costs are allocated to this segment. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Lease Guarantee In connection with 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, 2020 , the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $19.7 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, 2020 and December 31, 2019 , 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 DAC and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden DAC a bulk tableted form of the Noden Products and active pharmaceutical ingredient (“API”). In May 2019, Noden DAC and Novartis entered into an amended supply agreement pursuant to which Novartis will supply to Noden DAC a bulk tableted form of the Noden Products through 2020 and API through June 2021. The supply agreement may be terminated by either party for material breach that remains uncured for a specified time period. Under the terms of the amended supply agreement, Noden DAC is committed to purchase certain quantities of bulk product and API that would amount to approximately $55.7 million through June 2021, of which $43.1 million is committed over the next twelve months, which are guaranteed by the Company. 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 DAC will meet the requirements of the supply agreement, unless otherwise negotiated. 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 $8.0 million over the next twelve months, a portion of which is guaranteed by the Company. LENSAR expects to meet these requirements. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2020 2019 (in thousands) Convertible Senior Notes December 2021 Notes December 1, 2021 $ 13,805 $ 12,402 $ 16,950 December 2024 Notes December 1, 2024 1,000 900 10,300 Total $ 14,805 $ 13,302 $ 27,250 December 2021 Notes On November 22, 2016, the Company issued $150.0 million in aggregate principal amount, at par, of 2.75% Convertible Senior Notes due December 1, 2021 (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. In September 2019, the Company entered into privately negotiated exchange agreements with certain holders of approximately $86.1 million aggregate principal amount of outstanding December 2021 Notes. The Company exchanged $86.1 million aggregate principal of December 2021 Notes for an identical principal amount of 2.75% Convertible Senior Notes due December 1, 2024 (the “December 2024 Notes”), plus a cash payment of $70.00 for each $1,000 principal amount tendered (“September Exchange Transaction”). See “December 2024 Notes” below. The terms of the remaining December 2021 Notes remained unchanged. The September Exchange Transaction qualified as a debt extinguishment and the Company recognized a loss on exchange of the convertible notes of $3.9 million in the third quarter of 2019. 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 at any time prior to the close of business on the business day immediately preceding June 1, 2021 (or at any time beginning on June 1, 2021 until the close of business on the second scheduled trading day immediately preceding the stated maturity): • 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 with the remainder of the consideration being allocated to the equity component. 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 debt discount of $4.3 million , allocated $23.8 million to Additional paid-in capital for the conversion feature and allocated $12.8 million to deferred tax liability. The debt discount, including the conversion feature and issuance costs allocated to debt, which remained after amortization and the effect of the September Exchange Transaction, 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 9.7% . As of March 31, 2020 , the remaining discount amortization period is 1.7 years . On December 17, 2019, the Company repurchased $44.8 million in aggregate principal amount of its December 2021 Notes for $39.9 million in cash and 3.5 million shares of its common stock in privately negotiated transactions (the “December Exchange Transaction”). It was determined that the repurchase of the principal amount should be accounted for as a partial extinguishment of the December 2021 Notes. As a result, a loss on extinguishment of $2.5 million was recorded at closing of the transaction. During the three months ended March 31, 2020, the Company repurchased $5.4 million in aggregate principal amount of its December 2021 notes for $6.0 million in cash. It was determined that the repurchase of the principal amount should be accounted for as a partial extinguishment of the December 2021 Notes. As a result, a loss on extinguishment of $0.1 million was recorded at closing of the transaction. The carrying value and unamortized discount of the December 2021 Notes were as follows: (in thousands) March 31, 2020 December 31, 2019 Principal amount of the December 2021 Notes $ 13,805 $ 19,170 Unamortized discount of liability component (1,403 ) (2,220 ) Net carrying value of the December 2021 Notes $ 12,402 $ 16,950 Interest expense for the December 2021 Notes included in the Company’s Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, (in thousands) 2020 2019 Contractual coupon interest $ 123 $ 1,031 Amortization of debt issuance costs 2 20 Amortization of debt discount 17 138 Amortization of conversion feature 234 1,766 Total $ 376 $ 2,955 As of March 31, 2020 , 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. In connection with the September 2019 Exchange Transaction, the Company unwound a portion of the capped call entered into when the December 2021 Notes were issued, as they were no longer scheduled to mature in 2021. In connection with the December Exchange Transaction, the Company unwound a corresponding portion of the capped call related to the notes and repurchased 1.6 million shares of its common stock from the counterparty. In connection with the repurchases of the December 2021 Notes in the three months ended March 31, 2020, the Company unwound a portion of the capped call entered into when the December 2021 Notes were issued, as they were not longer scheduled to mature in 2021. December 2024 Notes On September 17, 2019, in connection with the September Exchange Transaction, the Company exchanged $86.1 million aggregate principal of December 2021 Notes for an identical aggregate original principal amount of December 2024 Notes, plus a cash payment of $70.00 for each $1,000 principal amount exchanged, totaling approximately $6.0 million . The December 2024 Notes are due December 1, 2024, and the Company pays interest at 2.75% on the December 2024 Notes semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2019. The original principal of the December 2024 Notes will accrete at a rate of 2.375% per year (“Accretion Interest”) commencing September 17, 2019 through the maturity of the December 2024 Notes. The accreted principal amount of the December 2024 Notes is payable in cash upon maturity and is included in Other long-term liabilities. Upon the occurrence of a fundamental change, as defined in the indenture entered into in connection with the December 2024 Notes (the “December 2024 Notes Indenture”), holders have the option to require the Company to repurchase their December 2024 Notes at a purchase price equal to 100% of the accreted principal amount of such December 2024 Notes, plus accrued interest on the original principal amount thereon. The December 2024 Notes are convertible under any of the following circumstances at any time prior to the close of business on the business day immediately preceding June 1, 2024 (or at any time beginning on June 1, 2024 until the close of business on the second scheduled trading day immediately preceding the stated maturity): • During any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ended December 31, 2019, 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 original 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; • Upon the occurrence of specified corporate events or upon a redemption of the notes, in each case as described in the December 2024 Notes Indenture; or • On or after June 1, 2024, at the option of the holder prior to the second scheduled trading day preceding December 1, 2024. In accordance with the terms of the December 2024 Notes Indenture, the Company has the right, but not the obligation, to redeem all or any portion of the December 2024 Notes that is equal to $1,000 original principal amount or an integral multiple of $1,000 prior to their scheduled maturity on a redemption date beginning on or after December 1, 2021 and on or before the 60th scheduled trading day before December 1, 2024, for a cash purchase price equal to the redemption price, but only if the last reported sale price of Company common stock exceeds 128% of the conversion price for the December 2024 Notes on (i) each of at least 20 trading Days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption; and (ii) the trading day immediately before such redemption notice date. The redemption price for the December 2024 Notes called for redemption is equal to the then accreted principal amount of such December 2024 Notes plus accrued but unpaid interest on the original principal amount thereon. The calling of any December 2024 Notes for redemption will constitute a make-whole fundamental change with respect to such notes, entitling the holders who convert such December 2024 Notes called for redemption prior to the applicable redemption date to receive an increase in the applicable conversion rate, as described in the December 2024 Notes Indenture. The initial conversion rate for the December 2024 Notes is 262.2951 shares of the Company’s common stock per $1,000 original principal amount of December 2024 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 2024 Notes Indenture. In accordance with the accounting guidance for an extinguishment of convertible debt instruments with a cash conversion feature, the Company was required to allocate the fair value of the consideration transferred between the liability component and the equity component. To calculate the fair value of the debt immediately prior to derecognition, the carrying value was recalculated in a manner that reflected the estimated market interest rate for a similar nonconvertible instrument at the date of issuance. Using an assumed borrowing rate of 7.05% the Company calculated the fair value of the debt representing the amount allocated to the liability component of the December 2024 Notes with the remainder of the consideration allocated to the equity conversion feature, to reflect the reacquisition of the embedded conversion option. The conversion feature together with the fees allocated to the debt are accounted for as a debt discount. As a result of the September Exchange Transaction, the Company recorded a total debt discount of $9.4 million , which included the cash conversion feature of $8.1 million and the debt issuance fees of $1.3 million , charged $5.5 million to Additional paid-in capital ( $13.5 million charge to Additional paid-in capital representing the reduction to the 2021 equity component, partially offset by the $8.1 million allocated to equity for the 2024 notes) and recorded $1.2 million to deferred tax liability. The net amount charged to Additional paid-in capital represents the difference between the consideration paid for the September Exchange Transaction and the fair value of the convertible debt prior to the extinguishment. The Accretion Interest and debt discount, including the conversion feature and issuance costs allocated to debt, are being amortized to interest expense over the term of the December 2024 Notes which increases interest expense during the term of the December 2024 Notes from the 2.75% cash coupon interest rate to an effective interest rate of 7.5% . As of March 31, 2020 , the remaining discount amortization period is 4.7 years. On December 17, 2019, in connection with the December Exchange Transaction, the Company repurchased $74.6 million in aggregate principal amount of its December 2024 Notes for $58.0 million in cash and 9.9 million shares of its common stock in privately negotiated transactions, resulting in a loss on extinguishment of $2.1 million was recorded at closing of the transaction. During the three months ended March 31, 2020 the Company repurchased $10.5 million in aggregate principal amount of its December 2024 notes for $12.9 million in cash, resulting in a loss on extinguishment of $0.5 million . The carrying value, accretion and unamortized discount of the December 2024 Notes were as follows: (in thousands) March 31, 2020 December 31, 2019 Principal amount of the December 2024 Notes $ 1,000 $ 11,500 Unamortized discount of liability component (100 ) (1,200 ) Net carrying value of the December 2024 Notes $ 900 $ 10,300 Interest expense for the December 2024 Notes included in the Company’s Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, (in thousands) 2020 2019 Contractual coupon interest $ 37 $ — Accretion Interest on outstanding principal 33 — Amortization of debt issuance costs 4 — Amortization of conversion feature 23 — Total $ 97 $ — Capped Call Transaction In connection with the issuance of the December 2024 Notes in the September Exchange Transaction, 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 $4.5 million . The capped call transaction is generally expected to reduce the potential dilution upon conversion of the December 2024 Notes and/or partially offset any cash payments the Company is required to make in excess of the principal amount of converted December 2024 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 2024 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the December 2024 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 a separate transaction and classified as a net reduction to Additional paid-in capital within stockholders’ equity with no recurring fair value measurement recorded. In connection with the December Exchange Transaction, the Company unwound a corresponding portion of the capped call related to the notes and repurchased 1.6 million shares of its common stock from the counterparty. In connection with the repurchases of the December 2024 Notes in the three months ended March 31, 2020, the Company unwound a portion of the capped call entered into when the December 2024 Notes were issued, as they were no longer scheduled to mature in 2024. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 12. Other Long-Term Liabilities Other long-term liabilities consist of the following: March 31, December 31, (in thousands) 2020 2019 Uncertain tax positions $ 37,993 $ 37,574 Deferred tax liabilities 2,100 1,571 Accrued lease guarantee 10,700 10,700 Other 851 1,020 Total (1) $ 51,644 $ 50,865 ________________ (1) The amounts above exclude $0.1 million of Other long-term liabilities at Noden classified as held for sale as of December 31, 2019 . See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation The Company grants restricted stock awards and stock options pursuant to the stockholder approved Equity Plan. On February 7, 2020, the Board approved the Plan of Liquidation which accelerated the vesting of a significant portion of our outstanding equity awards pursuant to provisions in the Wind Down Retention Plan. The following table summarizes the Company’s stock option and restricted stock award activity during the three months ended March 31, 2020 : 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, 2019 12,613 $ 3.13 1,013 $ 3.53 Granted — $ — 2,870 $ 3.08 Exercised / vested — $ — (2,695 ) $ 3.12 Forfeited / canceled (63 ) $ 3.00 (1,089 ) $ 3.39 Balance at March 31, 2020 12,550 $ 3.13 99 $ 3.11 |
Cash Dividends
Cash Dividends | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Stockholders’ Equity Stock Repurchase Program On September 24, 2018, the Company announced that the Board 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. 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 has repurchased 31.0 million shares of its common stock under the share repurchase program for an aggregate purchase price of $100.0 million , or an average cost of $3.22 per share, including trading commissions. This program was completed in July 2019 . On December 9, 2019, the Company announced that the Board authorized the repurchase of issued and outstanding shares of the Company’s common stock and convertible notes up to an aggregate value of $200 million . On December 16, 2019, the Company announced that the Board approved a $75 million increase to the aforementioned $200 million repurchase program to acquire outstanding PDL common stock and convertible notes. Repurchases under this 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 or convertible notes, 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 or convertible notes to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. All shares of common stock repurchased under the Company’s new share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. All convertible notes repurchased under the program will be retired. During the year ended December 31, 2019, the Company repurchased $44.8 million in aggregate principal amount of 2021 Convertible Notes and $74.6 million in aggregate principal amount of 2024 Convertible Notes for consideration consisting of a cash payment of $97.9 million and the issuance of 13.4 million shares of the Company’s common stock. During the three months ended March 31, 2020, the Company repurchased $5.4 million in aggregate principal amount of 2021 Convertible Notes and $10.5 million in aggregate principal amount of 2024 Convertible Notes for cash payments totaling $18.8 million . As of March 31, 2020 the Company has repurchased 6.3 million shares of its common stock under the share repurchase program for an aggregate purchase price of $20.3 million , or an average cost of $3.20 per share, including trading commissions. This repurchase program may be suspended or discontinued at any time without notice. |
Customer Concentration
Customer Concentration | 3 Months Ended |
Mar. 31, 2020 | |
Customer Concentration [Abstract] | |
Concentration Risk Disclosure [Text Block] | 18. 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, 2020 (1) 2019 (1) LENSAR 100% 100% ________________ (1) The amounts above exclude product sales in our Pharmaceutical segment and royalty rights in the Income Generating Assets segment, each of which is included in the Statements of Operations as (Loss) income from discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes Income tax benefit from continuing operations for the three months ended March 31, 2020 and 2019 , was $14.5 million and $0.8 million , respectively, which in the current period resulted primarily from anticipated use of Net Operating Loss carrybacks as allowed by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. 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, non-deductible executive compensation and the tax provisions of the CARES Act. The uncertain tax positions did not change during the three months ended March 31, 2020 and 2019. 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, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | . Intangible Assets LENSAR In April 2019, LENSAR acquired certain intellectual property from a third-party for $2.0 million in cash and obligations to pay a $0.3 million milestone payment and royalties upon the completion of certain events. In September 2019, LENSAR exclusively licensed certain intellectual property from a third-party for $3.5 million in cash for use in research and development activities. The amount was immediately expensed to Research and development expense. The components of intangible assets as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 (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) $ — $ — $ — $ — $ — $ — Customer relationships (1) (2) (3) 4,045 (966 ) 3,079 4,045 (884 ) 3,161 Acquired technology (2) (4) 11,500 (1,933 ) 9,567 11,500 (1,741 ) 9,759 Acquired trademarks (2) 570 (332 ) 238 570 (304 ) 266 $ 16,115 $ (3,231 ) $ 12,884 $ 16,115 $ (2,929 ) $ 13,186 ________________ (1) The Company acquired certain intangible assets as part of the Noden transaction. Those intangible assets are excluded from the table above and included in “Assets held for sale.” See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. (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) LENSAR acquired certain intangible assets for customer relationships from PES, which are being amortized using a double-declining method over a period of 20 years. (4) LENSAR acquired certain intangible assets from a third-party, which are being amortized on a straight-line basis over a period of 15 years. For the three months ended March 31, 2020 and 2019, amortization expense was $0.3 million and $0.3 million , respectively. Based on the intangible assets recorded at March 31, 2020 , 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 2020 (Remaining nine months) $ 895 2021 1,165 2022 1,061 2023 997 2024 974 Thereafter 7,792 Total remaining amortization expense $ 12,884 |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 17. Segment Information Information regarding the Company’s segments for the three months ended March 31, 2020 and 2019 is as follows: Revenues by segment Three Months Ended March 31, (in thousands) 2020 2019 Medical Devices $ 5,985 $ 6,726 Strategic Positions — — Pharmaceutical — — Income Generating Assets 10 (30 ) Total revenues $ 5,995 $ 6,696 ________________ The table above excludes revenues related to discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. (Loss) income by segment Three Months Ended March 31, (in thousands) 2020 2019 Medical Devices $ (2,111 ) $ (1,215 ) Strategic Positions (10,900 ) — Pharmaceutical (1) (2,067 ) 5,645 Income Generating Assets (1) (16,645 ) 2,250 Net (loss) income attributable to PDL’s shareholders $ (31,723 ) $ 6,680 ________________ (1) The (Loss) income by segment presented above includes amounts related to both continuing and discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. Information regarding the Company’s segments as of March 31, 2020 and December 31, 2019 is as follows: Long-lived assets by segment (in thousands) March 31, December 31, Medical Devices $ 3,172 $ 2,435 Strategic Positions — — Pharmaceutical (1) 2,908 2,960 Income Generating Assets 92 125 Total long-lived assets (1) $ 6,172 $ 5,520 ________________ (1) The amounts above include Property and Equipment in the Pharmaceutical segment classified as Assets held for sale. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. The operations for the Medical Devices segment are primarily located in the United States and the operations for the Pharmaceutical segment are primarily located in Italy, Ireland and the United States. |
Inventory (Notes)
Inventory (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | 5. Inventories Inventories consisted of the following: (in thousands) March 31, 2020 December 31, 2019 Raw materials $ 4,204 $ 3,739 Work in process 1,894 1,170 Finished goods 4,444 3,152 Total inventory (1) $ 10,542 $ 8,061 ____________ (1) The amounts above exclude $30.1 million and $31.7 million of inventory at Noden classified as held for sale as of March 31, 2020 and December 31, 2019 , respectively. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Stockholders’ Equity Stock Repurchase Program On September 24, 2018, the Company announced that the Board 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. 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 has repurchased 31.0 million shares of its common stock under the share repurchase program for an aggregate purchase price of $100.0 million , or an average cost of $3.22 per share, including trading commissions. This program was completed in July 2019 . On December 9, 2019, the Company announced that the Board authorized the repurchase of issued and outstanding shares of the Company’s common stock and convertible notes up to an aggregate value of $200 million . On December 16, 2019, the Company announced that the Board approved a $75 million increase to the aforementioned $200 million repurchase program to acquire outstanding PDL common stock and convertible notes. Repurchases under this 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 or convertible notes, 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 or convertible notes to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. All shares of common stock repurchased under the Company’s new share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. All convertible notes repurchased under the program will be retired. During the year ended December 31, 2019, the Company repurchased $44.8 million in aggregate principal amount of 2021 Convertible Notes and $74.6 million in aggregate principal amount of 2024 Convertible Notes for consideration consisting of a cash payment of $97.9 million and the issuance of 13.4 million shares of the Company’s common stock. During the three months ended March 31, 2020, the Company repurchased $5.4 million in aggregate principal amount of 2021 Convertible Notes and $10.5 million in aggregate principal amount of 2024 Convertible Notes for cash payments totaling $18.8 million . As of March 31, 2020 the Company has repurchased 6.3 million shares of its common stock under the share repurchase program for an aggregate purchase price of $20.3 million , or an average cost of $3.20 per share, including trading commissions. This repurchase program may be suspended or discontinued at any time without notice. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customers [Abstract] | |
Revenue from Contract with Customer [Text Block] | 16. 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 17, Segment Information . 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, 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 in accordance with ASC Topic 842, Leases . For additional information regarding accounting for leases, see Note 8 , 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. Pharmaceutical The Company’s Pharmaceutical segment consists of revenue derived from the Noden Products. Noden’s revenue is included in (Loss) income from discontinued operations. 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, in some countries outside of the United States, 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 collectively 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. 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, 2020 and 2019 : Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in thousands) Medical Devices Pharmaceutical (1) Medical Devices Pharmaceutical (1) Primary geographical markets: North America $ 2,718 $ 4,186 $ 2,084 $ 12,138 Europe 923 5,759 1,017 5,582 Asia 1,120 5,086 2,269 2,241 Other 136 — 119 — Total revenue from contracts with customers (2) $ 4,897 $ 15,031 $ 5,489 $ 19,961 ________________ (1) The revenue from the Company’s Pharmaceutical segment for the three months ended March 31, 2020 and 2019 is included in (Loss) income from discontinued operations. For additional information, see Note 2, Discontinued Operations Classified as Assets held for sale. (2) The table above does not include lease revenue from the Company’s Medical Devices segment for the three months ended March 31, 2020 and 2019 , of $1.1 million and $1.2 million , respectively. For additional information, see Note 8, Leases. Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: (in thousands) March 31, 2020 December 31, 2019 Receivables, net $ 7,865 $ 10,377 Contract assets $ 4,830 $ 3,512 Contract liabilities $ 5,680 $ 4,024 Receivables, Net —Receivables, net, include amounts billed and due from customers. The amounts due are stated at their net estimated realizable value and are classified as current or noncurrent based on the timing of when the Company expects to receive payment. The Company maintains an allowance for credit losses 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, collateral to the extent applicable and reflects the possible impact of current conditions and reasonable forecasts not already reflected in historical loss information. Receivables, net for our Pharmaceutical segment are classified as a current asset and included in Assets held for sale. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. 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’s contract assets are only attributable to the Pharmaceutical segment, and as such classifies contract assets in Assets held for sale in the Company’s Condensed Consolidated Balance Sheets. (in thousands) Medical Devices Pharmaceutical Total Contract assets at December 31, 2019 $ — $ 3,512 $ 3,512 Contract assets recognized — (2,341 ) (2,341 ) Payments received — 3,659 3,659 Contract assets at March 31, 2020 $ — $ 4,830 $ 4,830 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 Medical Devices 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. The Pharmaceutical deferred revenue is classified as a current liability and included in Liabilities held for sale. (in thousands) Medical Devices Pharmaceutical Total Contract liabilities at December 31, 2019 $ 1,075 $ 2,949 $ 4,024 Contract liabilities recognized 320 2,432 2,752 Amounts recognized into revenue (377 ) (719 ) (1,096 ) Contract liabilities at March 31, 2020 $ 1,018 $ 4,662 $ 5,680 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, 2020 Thereafter Total Medical device sales $ 4,416 $ 6,542 $ 10,958 Pharmaceutical product sales $ 287 $ 3,443 $ 3,730 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, 2020 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. Leases 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 2020 2019 Sales-type lease selling price Product revenue, net $ — $ — Cost of underlying asset — — Operating profit $ — $ — Interest income on the lease receivable Interest and other income, net $ 14 $ 12 Initial direct costs incurred Operating expense $ — $ — Operating lease Income Product revenue, net $ 1,087 $ 1,237 |
Investment in Evofem (Notes)
Investment in Evofem (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Equity Securities [Abstract] | |
Investment in Evofem [Text Block] | Investment in Evofem Biosciences, Inc. On April 10, 2019, the Company entered into a securities purchase agreement with Evofem and two other purchasers, pursuant to which the Company purchased $60.0 million of Evofem securities in a private placement. The transaction was structured in two tranches. The first tranche closed on April 11, 2019, pursuant to which the Company invested $30.0 million to purchase 6,666,667 shares of Evofem common stock at $4.50 per share and was also issued warrants to purchase up to 1,666,667 shares of Evofem common stock. The warrants are exercisable beginning six months after the issuance date for a period of seven years from the issuance date at an exercise price of $6.38 per share. The second tranche closed on June 10, 2019, pursuant to which the Company invested an additional $30.0 million to purchase 6,666,667 additional shares of Evofem common stock at $4.50 per share and was also issued warrants to purchase up to an additional 1,666,667 shares of Evofem common stock with the same terms as the warrants issued in the first tranche. Following the closing of the second tranche, the Company has a right to appoint one member to Evofem’s board of directors and has a limited right to have one board observer participate in Evofem board meetings, which the Company pursued. In December 2019, the Company’s representatives resigned from these positions. Since that time, the Company has elected not to reappoint a director or board observer to the Evofem board of directors but retains the right to do so. The Company has registration rights on customary terms for all Evofem shares issued under the securities purchase agreement, including the shares underlying the warrants. As of March 31, 2020 , the Company owned approximately 27% of Evofem’s common stock. The Company’s investment in Evofem qualifies for equity method accounting given its percentage ownership in Evofem and the ability to exercise significant influence. The Company elected the fair value method to account for its investment in Evofem as it believes it better reflects economic reality, the financial reporting of the investment and the current value of the asset. Changes in fair value of the Evofem equity investment are presented in Non-operating income (expense), net on the Consolidated Statement of Operations. Because the mark to market valuation occurs at the end of each quarterly reporting period, changes in fair value will vary based upon the volatility of the stock price. The Evofem equity investment is presented on the Consolidated Balance Sheets as an Investment in equity affiliate and reflects the fair value of the equity investment at the end of the reporting period. For the three months ended March 31, 2020 , the Company had an unrealized loss of $13.8 million , of which $11.3 million was related to Evofem common stock and $2.5 million was related to Evofem warrants. The latest Evofem financial statements can be found on their corporate website at www.evofem.com or filed with the SEC at www.sec.gov. See Note 21, Subsequent Events, for additional information about the Company’s investment in Evofem and related update to the Plan of Liquidation. |
Assets Held for Sale (Notes)
Assets Held for Sale (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 2. Discontinued Operations Classified as Assets Held for Sale In March 2020, the Company announced its Plan of Liquidation and passed a resolution to seek stockholder approval at its next Annual Meeting of Stockholders to dissolve the Company under Delaware state law in the event that the Board concludes that a whole Company sale is unlikely to maximize the value that can be returned to the stockholders. The Company has not set a definitive timeline for the liquidation and intends to pursue the liquidation strategy in a disciplined and cost-effective manner seeking to maximize the value that can be returned to stockholders. As a result of these actions and subsequent efforts to monetize the Company’s key assets, as well as the sale of these key assets representing a strategic shift in the operations of the Company, the assets held for sale and discontinued operations criteria were met for specific assets or components of the Company during the three months ended March 31, 2020. During the period in which a component meets the assets held for sale and discontinued operations criteria, an entity must present the assets and liabilities of the discontinued operation separately in the asset and liability sections of the balance sheet for the current and comparative reporting periods. The prior period balance sheet is reclassified for the held for sale items. For statements of operations, the current and prior periods report the results of operations of the components in discontinued operations. The Company determined the royalty right assets and Noden met the assets held for sale and discontinued operations criteria as of March 31, 2020. The royalty right assets are a component of the Income Generating Assets segment and Noden represents the Pharmaceutical segment. Components of amounts reflected in (Loss) income from discontinued operations are as follows (in thousands): Three Months Ended March 31, 2020 2019 Revenues Product revenue, net $ 15,031 $ 19,961 Royalty rights - change in fair value 9,394 12,257 Total revenues 24,425 32,218 Operating expenses Cost of product revenue (excluding intangible asset amortization) 8,781 9,010 Amortization of intangible assets 389 1,253 General and administrative 2,302 2,151 Sales and marketing 117 1,156 Research and development — (41 ) Total operating expenses 11,589 13,529 Operating income from discontinued operations 12,836 18,689 Non-operating expense, net Loss on classification as held for sale (12,761 ) — Total non-operating expense, net (12,761 ) — Income from discontinued operations before income taxes 75 18,689 Income tax expense from discontinued operations 319 3,620 (Loss) income from discontinued operations $ (244 ) $ 15,069 The carrying amounts of the major classes of assets reported as “Assets held for sale” consist of the following: (in thousands) March 31, 2020 December 31, 2019 Cash and cash equivalents $ 21,305 $ 24,469 Accounts receivable, net 8,559 6,993 Inventory 30,083 31,712 Prepaid and other current assets 8,859 7,192 Property and equipment, net 2,908 2,960 Royalty rights - at fair value 262,021 266,196 Intangible assets, net 9,723 10,112 Other assets 1,773 1,819 Less: Estimated remaining cost to sell and fair value adjustment (12,483 ) — Total assets held for sale (1) $ 332,748 $ 351,453 ________________ (1) The assets of the disposal groups classified as held for sale are classified as current on the March 31, 2020 Balance Sheet because it is probable that the sales will occur and the proceeds will be collected within one year. The carrying amounts of the major classes of liabilities reported as “Liabilities held for sale” consist of the following: (in thousands) March 31, 2020 December 31, 2019 Accounts payable $ 7,432 $ 14,695 Accrued liabilities 17,122 16,400 Other long-term liabilities — 120 Total liabilities held for sale (1) $ 24,554 $ 31,215 ________________ (1) The liabilities of the disposal groups classified as held for sale are classified as current on the March 31, 2020 Balance Sheet because it is probable that the sales will occur and the proceeds will be collected within one year. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation Throughout its history, the mission of PDL BioPharma, Inc. and its subsidiaries (collectively, the “Company” or “PDL”) has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma, Inc. Historically, the Company generated a substantial portion of its revenues through license agreements related to patents covering the humanization of antibodies, which it refers to as the Queen et al. patents. In 2012, the Company began providing alternative sources of capital through royalty monetizations and debt facilities, and, in 2016, the Company began acquiring commercial-stage products and launching specialized companies dedicated to the commercialization of these products. In 2019, and as a further evolution of the Company’s strategy, it began to enter into strategic transactions involving innovative late clinical-stage or early commercial-stage therapeutics. Consistent with this strategy, on April 10, 2019, the Company entered into a securities purchase agreement with Evofem Biosciences, Inc. (“Evofem”), pursuant to which it invested $60.0 million in a private placement of securities structured in two tranches. To date, the Company has consummated eighteen transactions, ten of which are active and outstanding. In December 2019, the Company announced that it had completed a strategic review process and decided to halt the execution of its growth strategy, cease additional strategic investments and pursue a formal process to unlock value by monetizing its assets and returning net proceeds to stockholders (the “monetization strategy”). Pursuant to the Company’s monetization strategy, the Company does not expect to enter into any additional strategic transactions or investments. The Company further announced in December 2019 that it would explore a variety of potential transactions in connection with the monetization strategy, including a sale of the Company, divestiture of the Company’s assets or businesses, a spin-off transaction, a merger or a combination thereof. During the first quarter of 2020, the Board of Directors (the “Board”) of the Company approved a plan of complete liquidation (the “Plan of Liquidation”) and passed a resolution to seek stockholder approval at its next Annual Meeting of Stockholders to dissolve the Company under Delaware state law in the event the Board concludes that the whole Company sale process is unlikely to maximize the value that can be returned to the stockholders . The Company has not set a definitive timeline to file for dissolution and intends to pursue its monetization strategy in a disciplined and cost-effective manner seeking to maximize returns to stockholders. Subsequently, the Company began a comprehensive program to market and sell its investments. As of March 31, 2020, the Pharmaceutical segment and the royalty right assets within the Income Generating Assets segment met the criteria to be classified as held for sale. Those investments are reported as discontinued operations on the Condensed Consolidated Statements of Operations and as Assets and Liabilities held for sale on the Condensed Consolidated Balance Sheets. While the Company cannot provide a definitive timeline for the liquidation process, it has been targeting the end of 2020 for completing the monetization of its key assets. However, the Company recognizes that the duration and extent of the public health issues related to the COVID-19 pandemic make it possible, and perhaps probable, that the timing may be delayed. The accompanying unaudited Condensed Consolidated Financial Statements of 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 statement 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 fiscal year ended December 31, 2019 , included in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2020. The Condensed Consolidated Balance Sheet at December 31, 2019 , included herein, has been derived from the audited Consolidated Financial Statements at that date, as adjusted to conform with the financial statement presentation as of and for the three months ended March 31. 2020 as discussed in Note 2, Discontinued Operations Classified as Assets Held for Sale , 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, assets and liabilities held for sale, product revenue recognition and allowances for customer rebates, 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 the valuation of warrants to acquire shares of common stock. Furthermore, the impact on accounting estimates and judgments on the Company’s financial condition and results of operations due to COVID-19 has introduced additional uncertainties. Actual results could differ from those estimates. The Condensed Consolidated Financial Statements included herein include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Based on the composition of its existing investment portfolio, the Company structured its operations in four segments designated as Medical Devices, Strategic Positions, Pharmaceutical and Income Generating Assets. During the second quarter of 2019, and in connection with the investment in Evofem, the Company added a new segment designated as Strategic Positions. This had no impact on its prior segment reporting structure. • 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, training, installation, warranty and maintenance agreements. • The Company’s Strategic Positions segment consists of an investment in Evofem. The Company’s investment includes shares of common stock and warrants to purchase additional shares of common stock. Evofem is a publicly-traded clinical-stage biopharmaceutical company committed to developing and commercializing innovative products to address unmet needs in women’s sexual and reproductive health. Evofem is leveraging its proprietary Multipurpose Vaginal pH Regulator (MVP-R™) platform to develop Phexxi TM (L-lactic acid, citric acid and potassium bitartrate) for hormone-free birth control. • 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 Pharma AG (“Novartis”) in July 2016 (the “Noden Transaction”) by the Company’s wholly-owned subsidiary, Noden Pharma DAC (“Noden DAC”). The Company, through its wholly-owned subsidiary, Noden Pharma USA Inc. (“Noden USA”) launched its authorized generic form of Tekturna in the United States in March 2019. • The Company’s Income Generating Assets segment consists of revenue derived from (i) royalty rights, (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 Assets Held for Sale Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. The assets and liabilities held for sale are recorded on the Company’s Condensed Consolidated Balance Sheets as Assets held for sale and Liabilities held for sale, respectively. Discontinued Operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period, represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. The profits and losses are presented on the Condensed Consolidated Statements of Operations as discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. Severance and retention After the Company announced its monetization strategy, it recognized that its ability to execute on its plan and optimize returns to its shareholders depended to a large extent on its ability to retain the necessary expertise to effectively transact with respect to its assets. On December 21, 2019, the Compensation Committee of the Board adopted a Wind Down Retention Plan in which the Company’s executive officers and other employees who are participants in the Company’s Severance Plan are eligible to participate. Under the Wind Down Retention Plan, participants are eligible to earn a retention benefit in consideration for their continued employment with the Company. The Wind Down Retention benefits are equivalent to previously disclosed compensation payments contemplated in connection with a change in control under the Company’s existing Severance Plan. Under the Wind Down Retention Plan, payment of the retention benefit to any participant will occur upon termination of the participant’s employment with the Company either by the Company without cause or by the participant for good reason. The retention benefit, if paid, would be in lieu of (and not in addition to) any other severance compensation that could become payable to the participant under the Company’s Severance Plan. In connection with the adoption of the Wind Down Retention Plan, a severance liability is being recorded over the remaining service period for the participating employees. As of March 31, 2020, the Company has recorded a severance liability of $3.0 million . Expenses associated with severance payments and accruals are reflected in Severance and retention on the Company’s Condensed Consolidated Statement of Operations. The Wind Down Retention Plan also provides that, consistent with the existing terms of our Amended and Restated 2005 Equity Incentive Plan (the “Equity Plan”), the vesting of all outstanding equity awards held by participants as of the date the Wind Down Retention Plan was adopted will be accelerated upon the earlier of: (i) a termination of the participant’s employment with the Company either by the Company without cause or by the participant for good reason or (ii) the consummation of a change in control (as defined in the Equity Plan) of the Company. In addition, the post-termination exercise period for all outstanding stock options will be extended until their expiration date. In the first quarter of 2020, in connection with the Board adopting the Plan of Liquidation all of the stock options and restricted stock granted to our employees and executive officers accelerated and vested under the change in control definition in the Equity Plan, other than certain outstanding awards under the 2016/20 Long-Term Incentive Plan. The expense associated with the accelerated vesting, totaling $15.7 million is reported as Severance and retention on the Company’s Condensed Consolidated Statement of Operations. For a discussion of other accounting policies, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Summarized below are the accounting pronouncements and policies adopted subsequent to December 31, 2019 in addition to those described above. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adopted 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. The Company adopted ASU No. 2016-13 on January 1, 2020 using a modified retrospective approach. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. As a consequence of adopting ASU 2016-13, the Company’s accounts receivable accounting policy has been updated, as follows: Accounts and Notes Receivable The Company makes estimates of the collectability of accounts receivable. In doing so, the Company analyzes historical bad debt trends, customer credit worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of the allowance for credit losses. Amounts are charged off against the allowance for credit losses when the Company determines that recovery is unlikely and the Company ceases collection efforts.The Company applies the practical expedient for its collateral-dependent notes receivable. Estimated credit losses are based on the fair value of the collateral (less costs to sell, as applicable). 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 Company adopted ASU No. 2018-13 on January 1, 2020. The adoption did not have an effect on the Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. 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). The Company adopted ASU No. 2018-15 on January 1, 2020 using the prospective transition option. The adoption did not have an effect on the Consolidated Financial Statements on the adoption date and no adjustment to prior year Consolidated Financial Statements was required. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. For public companies, the amendments in ASU No. 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its Consolidated Financial Statements. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of numerator and denominator in earnings per share | Three Months Ended March 31, Net (Loss) Income per Basic and Diluted Share 2020 2019 (in thousands, except per share amounts) Numerator Net loss from continuing operations $ (31,767 ) $ (8,452 ) (Loss) income from discontinued operations $ (244 ) $ 15,069 Net (loss) income attributable to PDL’s shareholders used to compute net (loss) income per basic and diluted share $ (31,723 ) $ 6,680 Denominator Total weighted-average shares used to compute net (loss) income attributable to PDL’s shareholders, per basic share 122,896 128,799 Shares used to compute net (loss) income attributable to PDL’s shareholders, per diluted share 122,896 128,799 Net loss from continuing operations $ (0.26 ) $ (0.07 ) Net (loss) income from discontinued operations $ 0.00 $ 0.12 Net (loss) income attributable to PDL’s shareholders per share - basic $ (0.26 ) $ 0.05 Net loss from continuing operations $ (0.26 ) $ (0.07 ) Net (loss) income from discontinued operations $ 0.00 $ 0.12 Net (loss) income attributable to PDL’s shareholders per share - diluted $ (0.26 ) $ 0.05 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 the Wellstat Diagnostics note receivable investment: Asset Valuation Technique Unobservable Input March 31, 2020 December 31, 2019 Wellstat Diagnostics Wellstat Guarantors intellectual property Income Approach Discount rate 12% 12% Undiscounted royalty amount $21 million $21 million Settlement Amount Income Approach Discount rate 15% 15% Undiscounted settlement amount $25 million $28 million Real Estate Property Market Approach Annual appreciation rate —% —% Estimated realtor fee 6% 6% Undiscounted market value $16 million $16 million |
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, 2020 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Right Assets (in thousands) Royalty Rights - At Fair Value Fair value as of December 31, 2019 $ 266,196 Total net change in fair value for the period Change in fair value of royalty rights - at fair value 9,394 Proceeds from royalty rights (13,569 ) Total net change in fair value for the period (4,175 ) Fair value as of March 31, 2020 $ 262,021 The table above does not include the aggregate remaining estimated cost to sell the royalty right assets of $5.8 million . Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Right Assets Fair Value as of Royalty Rights - Fair Value as of (in thousands) December 31, 2019 Change in Fair Value March 31, 2020 (1) Assertio $ 218,672 $ (3,161 ) $ 215,511 VB 13,590 206 13,796 U-M 20,398 (1,391 ) 19,007 AcelRx 12,952 200 13,152 KYBELLA 584 (29 ) 555 $ 266,196 $ (4,175 ) $ 262,021 ________________ (1) Excludes the aggregate remaining estimated costs to sell of $5.8 million . |
Schedule of fair value of financial instruments measured on recurring basis | March 31, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 81,808 $ — $ — $ 81,808 $ 131,264 $ — $ — $ 131,264 Corporate securities (1) 70,933 — — 70,933 82,267 — — 82,267 Warrants (2) — 11,698 — 11,698 — 14,152 — 14,152 Royalty rights - at fair value — — 262,021 262,021 — — 266,196 266,196 Total $ 152,741 $ 11,698 $ 262,021 $ 426,460 $ 213,531 $ 14,152 $ 266,196 $ 493,879 |
Schedule of fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy | 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 shares of Alphaeon Class A common stock, received in connection with the loans made to LENSAR by the Company prior to its acquisition of LENSAR. The Company’s carrying value of the 1.7 million shares of Alphaeon common stock as of both March 31, 2020 and December 31, 2019 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 6, Notes and Other Long-Term Receivables . During the quarter ended March 31, 2020 it was determined that Noden met the criteria as an asset held for sale, see Note 2, Discontinued Operations Classified as Assets Held for Sale . Assets classified as held for sale are reported at the lower of carrying value or fair value less costs to sale. As a result of our analysis of the fair value of Noden we recorded a loss on classification as held for sale of $6.7 million of which $1.8 million relates to the estimated costs to sell Noden and $4.9 million relates to the difference in carrying value versus fair value. The fair value calculation was made using a discounted cash flow model, utilizing a discount rate of approximately 19% , and included level 3 inputs. Assets/Liabilities Not Subject to Fair Value Recognition The Company has two notes receivable assets with an aggregate carrying value of $52.1 million as of March 31, 2020 and December 31, 2019. The estimated fair value of these notes receivable of $57.3 million exceeded the carrying value as of December 31, 2019 and was substantially equivalent to the carrying values as of March 31, 2020. The notes receivable are classified as Level 3 in the fair value hierarchy. The Company determined its notes receivable assets are Level 3 assets as the Company’s valuations utilized significant unobservable inputs, including estimates of future revenues, discount rates, expectations about settlement, terminal values, required yield and the value of underlying collateral. The Company engages third-party valuation experts when deemed necessary to assist in evaluating its investments and the related inputs needed to estimate the fair value of certain investments. |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash and available-for-sale securities | (in thousands) March 31, 2020 December 31, 2019 Cash (1) $ 43,704 $ 37,718 Money market funds 81,808 131,264 Total $ 125,512 $ 168,982 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Sales Allowances and Accruals [Abstract] | |
Sales Allowances and Accruals [Table Text Block] |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Principal amount of the December 2021 Notes $ 13,805 $ 19,170 Unamortized discount of liability component (1,403 ) (2,220 ) Net carrying value of the December 2021 Notes $ 12,402 $ 16,950 |
Schedule of convertible and non-recourse notes activity | Principal Balance Outstanding Carrying Value March 31, March 31, December 31, Description Maturity Date 2020 2020 2019 (in thousands) Convertible Senior Notes December 2021 Notes December 1, 2021 $ 13,805 $ 12,402 $ 16,950 December 2024 Notes December 1, 2024 1,000 900 10,300 Total $ 14,805 $ 13,302 $ 27,250 |
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] | |
Schedule of interest expense for December 2021 Notes [Table Text Block] | Interest expense for the December 2021 Notes included in the Company’s Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, (in thousands) 2020 2019 Contractual coupon interest $ 123 $ 1,031 Amortization of debt issuance costs 2 20 Amortization of debt discount 17 138 Amortization of conversion feature 234 1,766 Total $ 376 $ 2,955 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | March 31, December 31, (in thousands) 2020 2019 Uncertain tax positions $ 37,993 $ 37,574 Deferred tax liabilities 2,100 1,571 Accrued lease guarantee 10,700 10,700 Other 851 1,020 Total (1) $ 51,644 $ 50,865 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 (1) 2019 (1) LENSAR 100% 100% ________________ (1) The amounts above exclude product sales in our Pharmaceutical segment and royalty rights in the Income Generating Assets segment, each of which is included in the Statements of Operations as (Loss) income from discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 (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) $ — $ — $ — $ — $ — $ — Customer relationships (1) (2) (3) 4,045 (966 ) 3,079 4,045 (884 ) 3,161 Acquired technology (2) (4) 11,500 (1,933 ) 9,567 11,500 (1,741 ) 9,759 Acquired trademarks (2) 570 (332 ) 238 570 (304 ) 266 $ 16,115 $ (3,231 ) $ 12,884 $ 16,115 $ (2,929 ) $ 13,186 ________________ (1) The Company acquired certain intangible assets as part of the Noden transaction. Those intangible assets are excluded from the table above and included in “Assets held for sale.” See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. (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. |
Intangibles and Goodwill Remain
Intangibles and Goodwill Remaining Amortization Expense (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 , 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 2020 (Remaining nine months) $ 895 2021 1,165 2022 1,061 2023 997 2024 974 Thereafter 7,792 Total remaining amortization expense $ 12,884 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 is as follows: Revenues by segment Three Months Ended March 31, (in thousands) 2020 2019 Medical Devices $ 5,985 $ 6,726 Strategic Positions — — Pharmaceutical — — Income Generating Assets 10 (30 ) Total revenues $ 5,995 $ 6,696 ________________ The table above excludes revenues related to discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. (Loss) income by segment Three Months Ended March 31, (in thousands) 2020 2019 Medical Devices $ (2,111 ) $ (1,215 ) Strategic Positions (10,900 ) — Pharmaceutical (1) (2,067 ) 5,645 Income Generating Assets (1) (16,645 ) 2,250 Net (loss) income attributable to PDL’s shareholders $ (31,723 ) $ 6,680 ________________ (1) The (Loss) income by segment presented above includes amounts related to both continuing and discontinued operations. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. Information regarding the Company’s segments as of March 31, 2020 and December 31, 2019 is as follows: Long-lived assets by segment (in thousands) March 31, December 31, Medical Devices $ 3,172 $ 2,435 Strategic Positions — — Pharmaceutical (1) 2,908 2,960 Income Generating Assets 92 125 Total long-lived assets (1) $ 6,172 $ 5,520 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory [Line Items] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following: (in thousands) March 31, 2020 December 31, 2019 Raw materials $ 4,204 $ 3,739 Work in process 1,894 1,170 Finished goods 4,444 3,152 Total inventory (1) $ 10,542 $ 8,061 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 : Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in thousands) Medical Devices Pharmaceutical (1) Medical Devices Pharmaceutical (1) Primary geographical markets: North America $ 2,718 $ 4,186 $ 2,084 $ 12,138 Europe 923 5,759 1,017 5,582 Asia 1,120 5,086 2,269 2,241 Other 136 — 119 — Total revenue from contracts with customers (2) $ 4,897 $ 15,031 $ 5,489 $ 19,961 ________________ (1) The revenue from the Company’s Pharmaceutical segment for the three months ended March 31, 2020 and 2019 is included in (Loss) income from discontinued operations. For additional information, see Note 2, Discontinued Operations Classified as Assets held for sale. (2) The table above does not include lease revenue from the Company’s Medical Devices segment for the three months ended March 31, 2020 and 2019 , of $1.1 million and $1.2 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, 2020 December 31, 2019 Receivables, net $ 7,865 $ 10,377 Contract assets $ 4,830 $ 3,512 Contract liabilities $ 5,680 $ 4,024 Receivables, Net —Receivables, net, include amounts billed and due from customers. The amounts due are stated at their net estimated realizable value and are classified as current or noncurrent based on the timing of when the Company expects to receive payment. The Company maintains an allowance for credit losses 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, collateral to the extent applicable and reflects the possible impact of current conditions and reasonable forecasts not already reflected in historical loss information. Receivables, net for our Pharmaceutical segment are classified as a current asset and included in Assets held for sale. See Note 2, Discontinued Operations Classified as Assets Held for Sale , for additional information. 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’s contract assets are only attributable to the Pharmaceutical segment, and as such classifies contract assets in Assets held for sale in the Company’s Condensed Consolidated Balance Sheets. (in thousands) Medical Devices Pharmaceutical Total Contract assets at December 31, 2019 $ — $ 3,512 $ 3,512 Contract assets recognized — (2,341 ) (2,341 ) Payments received — 3,659 3,659 Contract assets at March 31, 2020 $ — $ 4,830 $ 4,830 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 Medical Devices 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. The Pharmaceutical deferred revenue is classified as a current liability and included in Liabilities held for sale. (in thousands) Medical Devices Pharmaceutical Total Contract liabilities at December 31, 2019 $ 1,075 $ 2,949 $ 4,024 Contract liabilities recognized 320 2,432 2,752 Amounts recognized into revenue (377 ) (719 ) (1,096 ) Contract liabilities at March 31, 2020 $ 1,018 $ 4,662 $ 5,680 |
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, 2020 Thereafter Total Medical device sales $ 4,416 $ 6,542 $ 10,958 Pharmaceutical product sales $ 287 $ 3,443 $ 3,730 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease income are as follows: Three Months Ended March 31, (in thousands) Classification 2020 2019 Sales-type lease selling price Product revenue, net $ — $ — Cost of underlying asset — — Operating profit $ — $ — Interest income on the lease receivable Interest and other income, net $ 14 $ 12 Initial direct costs incurred Operating expense $ — $ — Operating lease Income Product revenue, net $ 1,087 $ 1,237 |
Investment in Evofem (Tables)
Investment in Evofem (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Affiliate financial statements [Line Items] | |
Evofem financial statements [Table Text Block] |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Investment Owned, at Cost | $ 6.6 | $ 6.6 | |
Number of Reportable Segments | 4 | ||
Severance Costs | $ 3 | ||
Forecast [Member] | |||
Severance Costs | $ 13 | ||
Evofem [Member] | |||
Investment Owned, at Cost | $ 60 |
Net Income per Share (Narrative
Net Income per Share (Narrative) (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 22, 2016 | Nov. 20, 2015 | |
Restricted Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in Shares) | 0.1 | 0.4 | |||
Option on Securities [Member] | |||||
Debt Instrument [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in Shares) | 12.6 | 7.8 | |||
December 2021 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||||
Convertible notes | $ 12,402 | $ 16,950 | $ 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, 2020 | Mar. 31, 2019 | |
Denominator | ||
Total weighted-average shares used to compute net income per basic share (in Shares) | 122,896 | 128,799 |
Diluted (in Shares) | 122,896 | 128,799 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.26) | $ (0.07) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0.12 |
Basic (in Dollars per Share) | (0.26) | 0.05 |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.26) | (0.07) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0.12 |
Net income per diluted share (in Dollars per Share) | $ (0.26) | $ 0.05 |
Debt Instrument [Line Items] | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (31,767) | $ (8,452) |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | (244) | 15,069 |
Net Income (Loss) Attributable to Parent | $ (31,723) | $ 6,680 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) $ / shares in Units, shares in Millions | Aug. 02, 2018USD ($) | Jul. 08, 2016USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Aug. 03, 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] | $ 12,884,000 | $ 13,186,000 | ||||||||||||
Investment Owned, at Cost | 6,600,000 | 6,600,000 | |||||||||||||
Financing Receivable, before Allowance for Credit Loss, Noncurrent | $ 52,081,000 | ||||||||||||||
Cash payment for purchase of royalty right | $ 65,600,000 | ||||||||||||||
Purchase of royalty rights | $ 20,000,000 | ||||||||||||||
Reversionary interest period | $ 481,000,000 | ||||||||||||||
Sensitivity range for royalty disclosures | 2.50% | ||||||||||||||
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% | ||||||||||||||
Revenues | 5,995,000 | $ 6,696,000 | |||||||||||||
Finite-Lived Intangible Assets, Gross | 16,115,000 | 16,115,000 | |||||||||||||
Asset Impairment Charges | 0 | $ 8,200,000 | |||||||||||||
Convertible Notes Payable, Carrying Value | 13,302,000 | 27,250,000 | |||||||||||||
Notes Payable, Fair Value Disclosure | $ 15,900,000 | 33,900,000 | |||||||||||||
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 | ||||||||||||||
Sensitivity - decrease in fair value from increase in discount rate | $ (17,100,000) | ||||||||||||||
Sensitivity - increase in fair value from decrease in discount rate | 20,000,000 | ||||||||||||||
Sensitivity to increase or decrease in expected royalty | 5,400,000 | ||||||||||||||
Royalty rights | 210,800,000 | ||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 210,800,000 | ||||||||||||||
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 | ||||||||||||||
Sensitivity - decrease in fair value from increase in discount rate | $ (1,300,000) | ||||||||||||||
Sensitivity - increase in fair value from decrease in discount rate | 1,500,000 | ||||||||||||||
Sensitivity to increase or decrease in expected royalty | $ 300,000 | ||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 15.00% | ||||||||||||||
Royalty rights | $ 13,500,000 | ||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 13,500,000 | ||||||||||||||
Contractual cap on potential royalty asset multiple | 2.3 | ||||||||||||||
University of Michigan [Member] | |||||||||||||||
Cash flow model expected royalty sales term | 2 years | ||||||||||||||
Sensitivity - decrease in fair value from increase in discount rate | $ (500,000) | ||||||||||||||
Sensitivity - increase in fair value from decrease in discount rate | 500,000 | ||||||||||||||
Sensitivity to increase or decrease in expected royalty | $ 500,000 | ||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 12.80% | ||||||||||||||
Royalty rights | $ 18,600,000 | ||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 18,600,000 | ||||||||||||||
AcelRx [Member] | |||||||||||||||
Purchase of royalty rights | $ 65,000,000 | ||||||||||||||
Cash flow model expected royalty sales term | 13 years | ||||||||||||||
Sensitivity - decrease in fair value from increase in discount rate | $ (1,200,000) | ||||||||||||||
Sensitivity - increase in fair value from decrease in discount rate | 1,400,000 | ||||||||||||||
Sensitivity to increase or decrease in expected royalty | $ 300,000 | ||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 13.40% | ||||||||||||||
Royalty rights | $ 12,900,000 | ||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 12,900,000 | ||||||||||||||
Percentage of royalty acquired | 75.00% | ||||||||||||||
Percentage of first four milestone payments acquired | 80.00% | ||||||||||||||
Number of potential milestone royalties | 4 | ||||||||||||||
Contractual cap on potential royalty asset multiple | 3 | ||||||||||||||
Kybella [Member] | |||||||||||||||
Purchase of royalty rights | $ 9,500,000 | ||||||||||||||
Cash flow model expected royalty sales term | 6 years | ||||||||||||||
Sensitivity - increase in fair value from decrease in discount rate | $ 100,000 | ||||||||||||||
Sensitivity to increase or decrease in expected royalty | $ 100,000 | ||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 14.40% | ||||||||||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 500,000 | ||||||||||||||
Maximum amount of additional funds, upon attainment of milestones | $ 1,000,000 | ||||||||||||||
Alphaeon [Member] | |||||||||||||||
Investment Owned, Balance, Shares | shares | 1.7 | ||||||||||||||
Investment estimated fair value, per share | $ / shares | $ 3.84 | ||||||||||||||
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% | ||||||||||||||
Income generating assets [Member] | |||||||||||||||
Revenues | $ 10,000 | (30,000) | |||||||||||||
Pharmaceutical [Member] | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Discontinued Operations, Held-for-sale [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | (12,761,000) | 0 | |||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 9,723,000 | 10,112,000 | |||||||||||||
Loss on classification as held for sale | (12,483,000) | 0 | |||||||||||||
Royalty rights | 262,021,000 | 266,196,000 | |||||||||||||
Revenues | 24,425,000 | $ 32,218,000 | |||||||||||||
Discontinued Operations, Held-for-sale [Member] | Depomed [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 4,700,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | VB [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 300,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | University of Michigan [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 400,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | AcelRx [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 300,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | Kybella [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 100,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | Income generating assets [Member] | |||||||||||||||
Increase (Decrease) in Assets Held-for-sale | 5,800,000 | ||||||||||||||
Discontinued Operations, Held-for-sale [Member] | Pharmaceutical [Member] | |||||||||||||||
Estimated cost to sell | 1,800,000 | ||||||||||||||
Loss on classification as held for sale, fair value adjustment | 4,900,000 | ||||||||||||||
Loss on classification as held for sale | $ 6,700,000 | ||||||||||||||
Long-Duration Contracts, Assumptions by Product and Guarantee, Discount Rate | 19.00% | ||||||||||||||
Fair Value Level 3 [Member] | |||||||||||||||
Royalty rights | $ 262,021,000 | $ 266,196,000 | |||||||||||||
Notes Receivable, Fair Value Disclosure | $ 57,279,000 | ||||||||||||||
[1] | unaudited |
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, 2020 | Dec. 31, 2019 | |
Financial assets: | ||
Assets, Fair Value | $ 426,460 | $ 493,879 |
Warrants and Rights Outstanding | 11,698 | 14,152 |
Equity Securities [Member] | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in and Advances to Affiliates, at Fair Value | 70,933 | 82,267 |
Money Market Funds [Member] | ||
Financial assets: | ||
Cash and Cash Equivalents, Fair Value | 81,808 | 131,264 |
Fair Value Level 1 [Member] | ||
Financial assets: | ||
Assets, Fair Value | 152,741 | 213,531 |
Fair Value Level 1 [Member] | Equity Securities [Member] | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in and Advances to Affiliates, at Fair Value | 70,933 | 82,267 |
Fair Value Level 1 [Member] | Money Market Funds [Member] | ||
Financial assets: | ||
Cash and Cash Equivalents, Fair Value | 81,808 | 131,264 |
Fair Value Level 2 [Member] | ||
Financial assets: | ||
Assets, Fair Value | 11,698 | 14,152 |
Warrants and Rights Outstanding | 11,698 | 14,152 |
Fair Value Level 2 [Member] | Equity Securities [Member] | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in and Advances to Affiliates, at Fair Value | 0 | 0 |
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] | ||
Royalty rights | 262,021 | 266,196 |
Financial assets: | ||
Assets, Fair Value | 262,021 | $ 266,196 |
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 | (4,175) | |
VB [Member] | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Royalty rights | 13,500 | |
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 | $ 206 |
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, 2020USD ($) | Dec. 31, 2019USD ($) |
Assets | ||
Notes receivable, Carrying Value | $ 52,081 | |
Liabilities: | ||
Convertible Notes Payable, Carrying Value | 13,302 | $ 27,250 |
December 2021 Notes [Member] | ||
Liabilities: | ||
Convertible Notes Payable, Carrying Value | 12,402 | $ 16,950 |
Fair Value Level 3 [Member] | ||
Assets | ||
Notes receivable, Fair Value | $ 57,279 | |
Real estate appreciation [Member] | Wellstat Diagnostics [Member] | ||
Fair Value by Balance Sheet Grouping [Line Items] | ||
Loans Held-for-sale, Measurement Input | 0 | 0 |
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) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Royalty right [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 266,196 |
Change in fair value of acquired royalty rights, Level 3 Rollforward | 9,394 |
Ending balance | 262,021 |
Payments for (Proceeds from) Productive Assets | (13,569) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (4,175) |
Depomed [Member] | Royalty right [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 218,672 |
Ending balance | 215,511 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (3,161) |
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 | $ 13,590 |
Ending balance | 13,796 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 206 |
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 | $ 20,398 |
Ending balance | 19,007 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (1,391) |
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 | $ 12,952 |
Ending balance | 13,152 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 200 |
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 | $ 584 |
Ending balance | 555 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (29) |
Measurement Input, Discount Rate [Member] | Other [Member] | Wellstat Diagnostics [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 28,000 |
Ending balance | 25,000 |
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) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Gains (losses) on sales of available-for-sale securities | $ 0 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments (Summary of Cash and Available-For-Sale Securities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | ||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 125,512 | [1] | $ 168,982 | [2] |
Cash [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Cash and cash equivalents | 43,704 | 37,718 | ||
Money Market Funds [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Cash and cash equivalents | 81,808 | 131,264 | ||
Discontinued Operations, Held-for-sale [Member] | ||||
Schedule of Available-For-Sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 21,305 | $ 24,469 | ||
[1] | unaudited | |||
[2] | 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 | Jun. 26, 2015USD ($)$ / sharesshares | Aug. 15, 2013USD ($) | Feb. 28, 2013 | Jan. 31, 2013USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2019USD ($) | Feb. 02, 2018$ / shares | Oct. 07, 2015$ / shares | Sep. 30, 2014USD ($) | Jun. 28, 2013USD ($) | Mar. 05, 2013USD ($) | Nov. 02, 2012USD ($) | Jan. 27, 2012USD ($) | ||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Revenues | $ 5,995 | $ 6,696 | ||||||||||||||||
Investment Owned, at Cost | 6,600 | $ 6,600 | ||||||||||||||||
Commitments and Contingencies | [1] | [2] | ||||||||||||||||
Financial Instruments, Owned, Other, at Fair Value | 11,698 | $ 14,152 | ||||||||||||||||
Asset Impairment Charges | 0 | $ 8,200 | ||||||||||||||||
Wellstat Diagnostics [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, before Allowance for Credit Loss | $ 53,900 | |||||||||||||||||
Gain Contingency, Unrecorded Amount | 55,800 | |||||||||||||||||
Financing Receivable, after Allowance for Credit Loss | 50,200 | |||||||||||||||||
Interest rate of note receivable (in Percent) | 5.00% | |||||||||||||||||
Hyperion [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, before Allowance for Credit Loss | $ 2,300 | |||||||||||||||||
Number of payments to be received | 2 | |||||||||||||||||
Periodic contractual payments | $ 1,200 | |||||||||||||||||
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, before Allowance for Credit Loss | $ 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 | |||||||||||||||||
Forbearance number of days under terms of credit agreement (in Duration) | 120 days | |||||||||||||||||
Amount company has agreed to advance under agreement | $ 8,700 | |||||||||||||||||
Financing Receivable, Troubled Debt Restructuring, Postmodification | $ 44,100 | |||||||||||||||||
Initial Loan [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, Troubled Debt Restructuring, Postmodification | 33,700 | |||||||||||||||||
Additional Loan [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, before Allowance for Credit Loss | $ 1,300 | |||||||||||||||||
Term loan and interest [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, Troubled Debt Restructuring, Postmodification | 1,300 | |||||||||||||||||
Forbearance principal and interest [Member] | Wellstat Diagnostics [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Financing Receivable, Troubled Debt Restructuring, Postmodification | $ 9,100 | |||||||||||||||||
License and other [Member] | ||||||||||||||||||
Accounts Notes And Loans Receivable [Line Items] | ||||||||||||||||||
Revenues | $ 10 | $ (33) | ||||||||||||||||
[1] | unaudited | |||||||||||||||||
[2] | Note 1 |
Accrued Liabilities (Narrative)
Accrued Liabilities (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Accrued liabilities | $ 11,959 | [1] | $ 11,923 | [2] | ||
Severance Costs | 3,000 | |||||
Accrued liabilities, amounts received in advance of revenue recognition | 4 | 5 | ||||
Severance paid | 600 | |||||
Forecast [Member] | ||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Severance Costs | $ 13,000 | |||||
Discontinued Operations, Held-for-sale [Member] | ||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Accrued liabilities | [1] | $ 17,122 | $ 16,400 | |||
[1] | unaudited | |||||
[2] | Note 1 |
Accrued Liabilities (Accrued Li
Accrued Liabilities (Accrued Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | ||
Payables and Accruals [Abstract] | ||||
Compensation | $ 5,704 | $ 6,823 | ||
Interest | 136 | 70 | ||
Legal | 929 | 921 | ||
Accrued liabilities, amounts received in advance of revenue recognition | 4 | 5 | ||
Other | 4,253 | 3,145 | ||
Total | 11,959 | [1] | 11,923 | [2] |
Deferred Revenue, Current | $ 933 | $ 959 | ||
[1] | unaudited | |||
[2] | Note 1 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Guarantor Obligations [Line Items] | ||
Total lease payments for the duration of the guarantee | $ 19,700 | |
Accrued lease guarantee | 10,700 | $ 10,700 |
Noden [Member] | Next twelve months [Member] | ||
Guarantor Obligations [Line Items] | ||
Purchase Obligation | 43,100 | |
Noden [Member] | Next twenty-four months [Member] [Member] | ||
Guarantor Obligations [Line Items] | ||
Purchase Obligation | $ 55,700 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Detail) $ / shares in Units, shares in Millions | Sep. 18, 2019USD ($) | Nov. 21, 2016USD ($) | Nov. 18, 2019USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 12, 2019shares | Sep. 17, 2019USD ($)$ / shares | Nov. 22, 2016USD ($)$ / shares | Nov. 20, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||
Exchange of debt | $ 86,100,000 | ||||||||||
Cash paid per round lot to exchange debt | $ 70 | ||||||||||
Cash paid to exchange convertible note | 6,000,000 | ||||||||||
Debt Instrument, Face Amount | 14,805,000 | ||||||||||
Round lot of notes | $ 1,000 | ||||||||||
Net receipts for capped call transactions | $ 0 | ||||||||||
Gain on conversion of convertible notes | 606,000 | $ 3,900,000 | $ 0 | ||||||||
December 2021 Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 6,000,000 | $ 39,900,000 | |||||||||
Stock Issued During Period, Shares, Other | shares | 3.5 | ||||||||||
Convertible notes | 12,402,000 | $ 16,950,000 | $ 150,000,000 | $ 150,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||||||||||
Unamortized discount of liability component | (1,403,000) | (2,220,000) | $ (4,300,000) | ||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 13,500,000 | ||||||||||
Convertible note rate conversion trading days (in days) | 0 | ||||||||||
Convertible Notes rate conversion consecutive trading days (in days) | $ 30 | ||||||||||
Debt discount recorded to additional paid in capital | 23,800,000 | ||||||||||
Debt discount recorded to deferred tax liability | $ 12,800,000 | ||||||||||
Minimum conversion price percent for note conversion (in Percent) | 130.00% | ||||||||||
Maximum percent of common stock closing price and conversion rate to convert note (in Percent) | 98.00% | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.70% | ||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | ||||||||||
Cap Price capped call | $ / shares | $ 4.88 | ||||||||||
Capped call unwind shares repurchased | shares | 1.6 | ||||||||||
Estimated market interest rate for similar nonconvertible instrument | 9.50% | ||||||||||
Debt instrument, convertible, remaining amortization period (in Duration) | 1 year 8 months 5 days | ||||||||||
Extinguishment of Debt, Amount | $ 5,400,000 | 44,800,000 | |||||||||
Net proceeds from the issuance of convertible notes | $ 145,700,000 | ||||||||||
Debt Instrument, Face Amount | 13,805,000 | 19,170,000 | |||||||||
Net receipts for capped call transactions | $ 14,400,000 | ||||||||||
Gain on conversion of convertible notes | (100,000) | (2,500,000) | |||||||||
December 2024 Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 12,900,000 | $ 58,000,000 | |||||||||
Stock Issued During Period, Shares, Other | shares | 9.9 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||||||||||
Debt instrument, accretion rate | 2.375% | ||||||||||
Unamortized discount of liability component | $ (100,000) | $ (1,200,000) | $ (9,400,000) | ||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | $ 8,100,000 | 8,100,000 | |||||||||
Adjustments to Additional Paid in Capital, Other | $ 1,300,000 | ||||||||||
Debt discount recorded to additional paid in capital | 5,500,000 | ||||||||||
Debt discount recorded to deferred tax liability | $ 1,200,000 | ||||||||||
Maximum percent of common stock closing price and conversion rate to convert note (in Percent) | 98.00% | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.50% | ||||||||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | ||||||||||
Cap Price capped call | $ / shares | $ 4.88 | ||||||||||
Capped call unwind shares repurchased | shares | 1.6 | ||||||||||
Estimated market interest rate for similar nonconvertible instrument | 7.10% | ||||||||||
Debt instrument, convertible, remaining amortization period (in Duration) | 4 years 8 months 6 days | ||||||||||
Extinguishment of Debt, Amount | $ 10,500,000 | 74,600,000 | |||||||||
Repurchase price upon fundamental change as described in 2021 Notes indenture | 100.00% | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | 11,500,000 | |||||||||
Conversion Rate per $1,000 Principal Amount (in Ratio) | 262.2951 | ||||||||||
Debt Instrument, Redeemable, Threshold Percentage of Stock Price Minimum | 128.00% | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 30 | ||||||||||
Net receipts for capped call transactions | $ 5,000,000 | ||||||||||
Gain on conversion of convertible notes | $ (500,000) | $ (2,100,000) |
Convertible Notes (Summary of C
Convertible Notes (Summary of Convertible Notes) (Detail) $ / shares in Units, $ in Thousands | Nov. 21, 2016 | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 17, 2019$ / shares | Nov. 22, 2016$ / shares |
Debt Instrument [Line Items] | |||||
Convertible Notes, Principal Balance Outstanding | $ 14,805 | ||||
Convertible Notes Payable, Carrying Value | $ 13,302 | $ 27,250 | |||
December 2021 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | ||||
Convertible Notes, Maturity Date (Date) | Dec. 1, 2021 | ||||
Convertible Notes, Principal Balance Outstanding | $ 13,805 | 19,170 | |||
Convertible Notes Payable, Carrying Value | 12,402 | 16,950 | |||
December 2024 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||||
Debt Instrument, Convertible, Conversion Ratio | 262.2951 | ||||
Convertible notes, conversion price (in Dollars per Share) | $ / shares | $ 3.81 | ||||
Convertible Notes, Principal Balance Outstanding | 1,000 | 11,500 | |||
Convertible Notes Payable, Carrying Value | $ 900 | $ 10,300 |
Convertible Notes (Summary of S
Convertible Notes (Summary of Series 2012 Notes) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Convertible Notes, Principal Balance Outstanding | $ 14,805 | |
Convertible Notes Payable, Carrying Value | $ 13,302 | $ 27,250 |
Convertible Notes (Summary of M
Convertible Notes (Summary of May 2015 Notes) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 14,805 | |
Convertible Notes Payable, Carrying Value | $ 13,302 | $ 27,250 |
Convertible Notes Convertible N
Convertible Notes Convertible Notes (Summary of February 2018 Notes) (Detail) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 14,805 |
Convertible Notes Convertible_2
Convertible Notes Convertible Notes (Summary of December 2021 Notes) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 22, 2016 | Nov. 20, 2015 |
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 14,805 | |||
December 2021 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 13,805 | $ 19,170 | ||
Debt Instrument, Unamortized Discount | (1,403) | (2,220) | $ (4,300) | |
Convertible notes | $ 12,402 | $ 16,950 | $ 150,000 | $ 150,000 |
Convertible Notes Convertible_3
Convertible Notes Convertible Notes (Interest Expense for December 2021 Notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 234 | $ 1,766 |
December 2021 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 123 | 1,031 |
Amortization of debt issuance costs | 2 | 20 |
Amortization of debt discount | 17 | 138 |
Interest Expense, Debt | $ 376 | $ 2,955 |
Convertible Notes Summary of De
Convertible Notes Summary of December 2024 Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 17, 2019 | |||
Debt Instrument [Line Items] | ||||||
Accreted interest on convertible note principal | $ 33 | $ 0 | ||||
Amortization of convertible notes conversion option and debt issuance costs | 280 | 1,923 | ||||
Debt Instrument, Face Amount | 14,805 | |||||
Convertible notes payable | 13,302 | [1] | $ 27,250 | [2] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | 234 | 1,766 | ||||
December 2024 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Contractual coupon interest | 37 | 0 | ||||
Accreted interest on convertible note principal | 33 | 0 | ||||
Amortization of convertible notes conversion option and debt issuance costs | 4 | 0 | ||||
Debt Instrument, Face Amount | 1,000 | 11,500 | ||||
Debt Instrument, Unamortized Discount | (100) | (1,200) | $ (9,400) | |||
Convertible notes payable | 900 | $ 10,300 | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 23 | 0 | ||||
Interest Expense, Debt | $ 97 | $ 0 | ||||
[1] | unaudited | |||||
[2] | Note 1 |
Convertible Notes Interest Expe
Convertible Notes Interest Expense for December 2024 Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 234 | $ 1,766 |
Accreted interest on convertible note principal | 33 | 0 |
Amortization of convertible notes conversion option and debt issuance costs | 280 | 1,923 |
December 2024 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Debt | 97 | 0 |
Debt Instrument, Convertible, Beneficial Conversion Feature | 23 | 0 |
Contractual coupon interest | 37 | 0 |
Accreted interest on convertible note principal | 33 | 0 |
Amortization of convertible notes conversion option and debt issuance costs | $ 4 | $ 0 |
Other Long-Term Liabilities (Na
Other Long-Term Liabilities (Narrative) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Other Liabilities [Line Items] | ||
Accrued lease guarantee | $ 10,700 | $ 10,700 |
Discontinued Operations, Held-for-sale [Member] | ||
Schedule of Other Liabilities [Line Items] | ||
Liabilities, Other than Long-term Debt, Noncurrent | $ 0 | $ 120 |
Other Long-Term Liabilities (Ot
Other Long-Term Liabilities (Other Long-Term Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Uncertain tax positions | $ 37,993 | $ 37,574 |
Deferred tax liabilities | 2,100 | 1,571 |
Accrued lease guarantee | 10,700 | 10,700 |
Other | 851 | 1,020 |
Total | $ 51,644 | $ 50,865 |
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, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangment By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 2,695 | |
Share-based Payment Arrangement, Option [Member] | ||
Share Based Compensation Arrangment By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (63) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,550 | 12,613 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.13 | $ 3.13 |
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) | 1,013 | |
Restricted Stock Awards, Number of Shares Granted (in Shares) | 2,870 | |
Restricted Stock Awards, Number of Shares, Balance at end of period (in Shares) | 99 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at beginning of period (in Dollars per Share) | $ 3.53 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Granted (in Dollars per Share) | 3.08 | |
Restricted Stock Awards, Weighted Average Grant-date Fair Value, Balance at end of period (in Dollars per Share) | 3.11 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 3.12 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 3.39 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | (1,089) |
Customer Concentration (Percent
Customer Concentration (Percentage of Total Revenue From Licenses Over 10% of Revenue) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
LENSAR [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Royalty right [Member] | ||
Revenue, Major Customer [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (4,175) | |
AcelRx [Member] | Royalty right [Member] | ||
Revenue, Major Customer [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 200 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Change in Uncertain Tax Positions | $ 0 | $ 0 |
Income Tax Expense | $ (14,473,000) | $ (848,000) |
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, 2020 | Mar. 31, 2019 | |
Other Comprehensive Income (Loss), Net of Tax | $ 0 | $ 0 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 5 Months Ended | 10 Months Ended | ||||
May 06, 2020 | Mar. 31, 2020 | May 06, 2020 | Aug. 07, 2019 | Dec. 31, 2019 | Dec. 16, 2019 | Dec. 09, 2019 | Sep. 21, 2018 | |
Subsequent Event [Line Items] | ||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 3.20 | $ 3.22 | ||||||
Stock Repurchased During Period, Shares | 6.3 | 31 | ||||||
Stock Repurchased During Period, Value | $ 20.3 | $ 100 | ||||||
Stock Repurchase Program, Authorized Amount | $ 275 | $ 75 | $ 200 | $ 100 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 3.11 | $ 3.16 | ||||||
Stock Repurchased During Period, Shares | 4.1 | 10.4 | ||||||
Stock Repurchased During Period, Value | $ 12.8 | $ 33.1 |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 22, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 16,115 | $ 16,115 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,231) | (2,929) | ||
Finite-Lived Intangible Assets, Net | 12,884 | 13,186 | ||
Amortization of intangible assets | 302 | $ 318 | ||
Research and Development Expense | 1,856 | $ 910 | ||
Contractual Rights [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 0 | 0 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 | ||
Finite-Lived Intangible Assets, Net | 0 | 0 | ||
Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 4,045 | 4,045 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (966) | (884) | ||
Finite-Lived Intangible Assets, Net | 3,079 | 3,161 | ||
Patented Technology [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 11,500 | 11,500 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (1,933) | (1,741) | ||
Finite-Lived Intangible Assets, Net | 9,567 | 9,759 | ||
Trademarks [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 570 | 570 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (332) | (304) | ||
Finite-Lived Intangible Assets, Net | $ 238 | $ 266 | ||
Original acquisition [Member] | LENSAR [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||
Precision Eye Services [Member] | LENSAR [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | |||
third-party [Member] | LENSAR [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||
Research and Development Expense | $ 3,500 | |||
Cash paid [Member] | third-party [Member] | LENSAR [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 2,000 | |||
Milestone [Member] | third-party [Member] | LENSAR [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 300 |
Intangibles and Goodwill Schedu
Intangibles and Goodwill Schedule of Finite-Lived Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 895 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,165 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,061 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 997 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 974 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 7,792 | |
Finite-Lived Intangible Assets, Net | $ 12,884 | $ 13,186 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $ 6,172 | $ 5,520 | |
Net Income (Loss) Attributable to Parent | (31,723) | $ 6,680 | |
Revenues | 5,995 | 6,696 | |
Income generating assets [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 92 | 125 | |
Net Income (Loss) Attributable to Parent | (16,645) | 2,250 | |
Revenues | 10 | (30) | |
Pharmaceutical [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 2,908 | 2,960 | |
Net Income (Loss) Attributable to Parent | (2,067) | 5,645 | |
Revenues | 0 | 0 | |
Medical devices [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 3,172 | 2,435 | |
Net Income (Loss) Attributable to Parent | (2,111) | (1,215) | |
Revenues | 5,985 | 6,726 | |
Strategic positions [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 0 | $ 0 | |
Net Income (Loss) Attributable to Parent | (10,900) | 0 | |
Revenues | 0 | 0 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 5,995 | $ 6,696 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | |||
Inventory, Raw Materials, Gross | $ 4,204 | $ 3,739 | |
Inventory, Work in Process, Gross | 1,894 | 1,170 | |
Inventory, Finished Goods, Gross | 4,444 | 3,152 | |
Inventory, Net | [1] | 10,542 | 8,061 |
Discontinued Operations, Held-for-sale [Member] | |||
Inventory [Line Items] | |||
Inventory, Net | $ 30,083 | $ 31,712 | |
[1] | unaudited |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Aug. 07, 2019 | Dec. 31, 2019 | Dec. 16, 2019 | Dec. 09, 2019 | Sep. 21, 2018 | |
Debt Instrument [Line Items] | |||||||
Cash payment for repurchase of convertible notes | $ 18,845 | $ 0 | $ 97,900 | ||||
Stock Issued During Period, Shares, New Issues | 13.4 | ||||||
Stock Repurchase Program, Authorized Amount | $ 275,000 | $ 75,000 | $ 200,000 | $ 100,000 | |||
Stock Repurchased During Period, Shares | 6.3 | 31 | |||||
Stock Repurchased During Period, Value | $ 20,300 | $ 100,000 | |||||
Treasury Stock Acquired, Average Cost Per Share | $ 3.20 | $ 3.22 | |||||
Treasury Stock, Value | $ 2,244 | 0 | |||||
December 2021 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of Debt, Amount | 5,400 | 44,800 | |||||
December 2024 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of Debt, Amount | $ 10,500 | $ 74,600 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 5,995 | $ 6,696 |
License and other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10 | (33) |
Medical devices [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,985 | 6,726 |
Non ASC 606 revenue | 1,100 | 1,200 |
Revenue from Contract with Customer, Excluding Assessed Tax | 4,897 | 5,489 |
Medical devices [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,084 | |
Medical devices [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,017 | |
Medical devices [Member] | Asia [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,269 | |
Medical devices [Member] | Non-US [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 119 | |
Pharmaceutical [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 15,031 | 19,961 |
Pharmaceutical [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 12,138 | |
Pharmaceutical [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,582 | |
Pharmaceutical [Member] | Asia [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,241 | |
Pharmaceutical [Member] | Non-US [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 0 | |
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, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss | $ 7,865 | $ 10,377 |
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, after Allowance for Credit Loss | 4,830 | 3,512 |
Contract asset payments received | 3,659 | |
Contract assets recognized | (2,341) | |
Contract with Customer, Liability | 5,680 | 4,024 |
Medical devices [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, after Allowance for Credit Loss | 0 | 0 |
Contract asset payments received | 0 | |
Contract assets recognized | 0 | |
Contract with Customer, Liability | 1,018 | |
Pharmaceutical [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, after Allowance for Credit Loss | 4,830 | $ 3,512 |
Contract asset payments received | 3,659 | |
Contract assets recognized | (2,341) | |
Contract with Customer, Liability | $ 4,662 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Pharmaceutical [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 3,730 |
Medical devices [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 10,958 |
Medical devices [Member] | Less than one year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 4,416 |
Medical devices [Member] | Greater than one year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 6,542 |
Leases Lease expense (Details)
Leases Lease expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | ||
Lessee, Lease, Description [Line Items] | ||||
Property, Plant and Equipment, Net | $ 3,264 | [1] | $ 2,560 | [2] |
[1] | unaudited | |||
[2] | Note 1 |
Investment in Evofem Narrative
Investment in Evofem Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 10, 2019USD ($)$ / sharesshares | Apr. 11, 2019USD ($)$ / sharesshares | |
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, at Cost | $ 6,600 | $ 6,600 | |||
Unrealized Gain (Loss) on Investments | (13,797) | $ 0 | |||
Evofem [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, at Cost | $ 60,000 | ||||
Tranche 1 of investment | $ 30,000 | ||||
Investment Owned, Balance, Shares | shares | 6,666,667 | ||||
Warrants acquired | shares | 1,666,667 | 1,666,667 | |||
Board member appointed | 1 | ||||
Board observer appointed | 1 | ||||
Warrants and Rights Outstanding, Term | 7 years | ||||
Shares acquired | shares | 6,666,667 | ||||
Investment Warrants, Exercise Price | $ / shares | $ 6.38 | ||||
Tranche 2 of investment | $ 30,000 | ||||
Cost of tranche two investment option, per share | $ / shares | $ 4.50 | $ 4.50 | |||
Investment ownership percentage | 27.00% | ||||
Unrealized Gain (Loss) on Investments | $ 13,800 | ||||
Common Stock [Member] | Evofem [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Unrealized Gain (Loss) on Investments | 11,300 | ||||
Warrant [Member] | Evofem [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Gain (Loss) on Investments | $ 2,500 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Less: Cash and cash equivalents of discontinued operations | $ 21,305 | $ 24,469 | ||||
Cash and cash equivalents | 125,512 | [1] | $ 168,982 | [2] | ||
Accounts payable | 5,229 | [1] | 2,675 | [2] | ||
Revenues | 5,995 | 6,696 | ||||
Cost of Revenue | 2,860 | 3,800 | ||||
Amortization of intangible assets | 302 | 318 | ||||
General and administrative | 12,869 | 8,313 | ||||
Selling and Marketing Expense | 1,250 | 1,574 | ||||
Research and Development Expense | 1,856 | 910 | ||||
Operating Income (Loss) | (31,876) | (8,219) | ||||
Nonoperating Income (Expense) | (14,364) | (1,081) | ||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 75 | 18,689 | ||||
Discontinued Operation, Tax Effect of Discontinued Operation | 319 | 3,620 | ||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | (244) | 15,069 | ||||
Accrued Liabilities, Current | 11,959 | [1] | 11,923 | [2] | ||
Liabilities | 106,688 | [1] | 123,928 | [2] | ||
Accounts and Other Receivables, Net, Current | 7,865 | [1] | 6,559 | [2] | ||
Inventory, Net | [1] | 10,542 | 8,061 | |||
Prepaid and other current assets | 22,012 | [1] | 7,344 | [2] | ||
Property and equipment, net | 3,264 | [1] | 2,560 | [2] | ||
Intangible Assets, Net (Excluding Goodwill) | [1] | 12,884 | 13,186 | |||
Assets | 659,803 | [1] | 717,206 | [2] | ||
Discontinued Operations, Held-for-sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash and cash equivalents | 21,305 | 24,469 | ||||
Accounts payable | 7,432 | 14,695 | ||||
Revenues | 24,425 | 32,218 | ||||
Cost of Revenue | 8,781 | 9,010 | ||||
Amortization of intangible assets | 389 | 1,253 | ||||
General and administrative | 2,302 | 2,151 | ||||
Selling and Marketing Expense | 117 | 1,156 | ||||
Research and Development Expense | 0 | (41) | ||||
Operating Expenses | 11,589 | 13,529 | ||||
Operating Income (Loss) | 12,836 | 18,689 | ||||
Nonoperating Income (Expense) | (12,761) | 0 | ||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 75 | 18,689 | ||||
Discontinued Operation, Tax Effect of Discontinued Operation | 319 | 3,620 | ||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | (244) | 15,069 | ||||
Accrued Liabilities, Current | [1] | 17,122 | 16,400 | |||
Liabilities, Other than Long-term Debt, Noncurrent | 0 | 120 | ||||
Liabilities | 24,554 | 31,215 | ||||
Accounts and Other Receivables, Net, Current | 8,559 | 6,993 | ||||
Inventory, Net | 30,083 | 31,712 | ||||
Prepaid and other current assets | 8,859 | 7,192 | ||||
Property and equipment, net | 2,908 | 2,960 | ||||
Royalty rights | 262,021 | 266,196 | ||||
Intangible Assets, Net (Excluding Goodwill) | 9,723 | 10,112 | ||||
Other Assets | 1,773 | 1,819 | ||||
Loss on classification as held for sale | (12,483) | 0 | ||||
Assets | 332,748 | $ 351,453 | ||||
Product Revenue [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 5,985 | 6,726 | ||||
Product Revenue [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 15,031 | 19,961 | ||||
Acquired rights [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 9,394 | $ 12,257 | ||||
[1] | unaudited | |||||
[2] | Note 1 |