ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 |
ACCOUNTING POLICIES | ' |
Basis of Presentation and Consolidation | ' |
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Basis of Presentation and Consolidation |
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The accompanying consolidated financial statements have been prepared under accounting principles generally accepted in the U.S., or GAAP and include the accounts of Cubist and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The assets acquired and liabilities assumed in connection with the Company's acquisitions of Optimer and Trius were recorded at their fair values as of October 24, 2013, and September 11, 2013, respectively, the dates of acquisition. The operating results of Optimer and Trius have been consolidated with those of Cubist from the dates of acquisition. See Note D., "Business Combinations and Acquisitions," for additional information. |
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Use of Estimates | ' |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires extensive use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. The most significant assumptions are employed in estimates used in determining values of: inventory; investments; acquisition-date fair value and subsequent fair value estimates used to assess impairment of long-lived assets, including goodwill, in-process research and development, or IPR&D, and other intangible assets; accrued clinical research costs; contingent consideration; income taxes; stock-based compensation; product rebate, chargeback and return accruals; as well as in estimates used in accounting for contingencies and revenue recognition. Actual results could differ from these estimates. |
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Fair Value Measurements | ' |
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Fair Value Measurements |
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The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires detailed disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. This standard classifies these inputs into the following hierarchy: |
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Level 1 Inputs—Quoted prices for identical instruments in active markets. |
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Level 2 Inputs—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
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Level 3 Inputs—Instruments with primarily unobservable value drivers. |
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The fair value hierarchy level is determined by asset class based on the lowest level of significant input. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified between levels. During the year ended December 31, 2013, there were no transfers between levels. |
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The carrying amounts of Cubist's cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these amounts. Short-term and long-term investments primarily consist of available-for-sale securities as of December 31, 2013 and 2012, and are carried at fair value. |
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Cash and Cash Equivalents | ' |
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Cash and Cash Equivalents |
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Cash and cash equivalents consist of short-term, interest-bearing instruments with original maturities of 90 days or less at the date of purchase. These may include money market instruments, bank deposits, corporate and municipal notes, U.S. Treasury securities and federal agency securities. |
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Investments | ' |
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Investments |
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Investments with original maturities of greater than 90 days and remaining maturities of less than one year are classified as short-term investments. Investments with remaining maturities of greater than one year from the balance sheet date are classified as long-term investments. Short-term and long-term investments may include bank deposits, corporate and municipal notes, U.S. Treasury securities and federal agency securities. See Note E., "Investments," for additional information. |
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Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Realized gains and losses, dividends and declines in value judged to be other-than-temporary credit losses are included in other income (expense) within the consolidated statements of income. Any premium or discount arising at purchase is amortized and/or accreted to interest income within the consolidated statements of income. |
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Concentration of Risk | ' |
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Concentration of Risk |
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Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, investments and accounts receivable. The Company's cash and cash equivalents are held with several major financial institutions. The Company's investments are restricted, in accordance with its investment policy, to a concentration limit per institution. |
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Cubist's accounts receivable, net at December 31, 2013 and 2012, represent amounts due to the Company from customers, including AmerisourceBergen Drug Corporation, Cardinal Health, Inc. and McKesson Corporation. Cubist performs ongoing credit evaluations of its customers, including key wholesalers and distributors, and generally does not require collateral. For the year ended December 31, 2013, Cubist did not have any significant write-offs of accounts receivable and its days sales outstanding has not significantly changed since December 31, 2012. |
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| | Percentage of | | | | |
Total Accounts | | | |
Receivable | | | |
Balance as of | | | |
December 31, | | | |
| | 2013 | | 2012 | | | | |
AmerisourceBergen Drug Corporation | | | 18 | % | | 22 | % | | | |
Cardinal Health, Inc. | | | 17 | % | | 18 | % | | | |
McKesson Corporation | | | 18 | % | | 20 | % | | | |
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| | Percentage of Total | |
Net Revenues for |
the Years Ended |
December 31, |
| | 2013 | | 2012 | | 2011 | |
AmerisourceBergen Drug Corporation | | | 19 | % | | 20 | % | | 21 | % |
Cardinal Health, Inc. | | | 17 | % | | 18 | % | | 21 | % |
McKesson Corporation | | | 18 | % | | 18 | % | | 17 | % |
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The Company depends on a single-source supplier of the active pharmaceutical ingredient, or API, in CUBICIN, and two suppliers to provide fill-finish services related to the manufacture of CUBICIN. If any of the Company's suppliers were to limit or terminate production, or otherwise fail to meet the quality or delivery requirements needed to supply CUBICIN at levels to meet market demand, the Company could experience a loss of revenue, which could materially and adversely impact its results of operations. |
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Inventory | ' |
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Inventory |
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Inventory is stated at the lower of cost or market on a first-in, first-out (FIFO) basis. The Company analyzes its inventory levels on a quarterly basis and writes down inventory that is expected to expire prior to being sold, inventory in excess of expected sales requirements and inventory that fails to meet commercial sale specifications, with a corresponding charge to cost of product revenues. The Company disposes of its expired inventory. Inventory that is in excess of the amount expected to be sold within one year is classified as long-term inventory and is included in other assets within the consolidated balance sheets. |
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The Company capitalizes inventory produced for commercial sales, including inventory produced for potential sales of a product candidate when it considers the probability of a product candidate's regulatory approval to be high and expects the future economic benefit from sales of the product to be realized. Inventory capitalization is assessed on a product-by-product basis, and begins either on or after the date the New Drug Application, or NDA, is accepted for filing by the U.S. Food and Drug Administration, or FDA, or an international equivalent. Determining whether or not to continue to record the commercial supply costs related to a product candidate as research and development expenses or to capitalize these costs as inventory involves significant judgment. The Company will assess the costs capitalized prior to regulatory approval each quarter for indicators of impairment, such as reduced likelihood of approval. |
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Property and Equipment, Net | ' |
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Property and Equipment, Net |
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Property and equipment are recorded at cost and are depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows: |
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Asset Description | | Estimated Useful Life | | | | | | | |
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Land | | | Indefinite | | | | | | | |
Building | | | 40 | | | | | | | |
Building enhancements | | | Not to exceed 20 | | | | | | | |
Furniture and fixtures | | | 5 - 10 | | | | | | | |
Laboratory equipment | | | 5 | | | | | | | |
Computer hardware and software | | | 3 | | | | | | | |
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Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service. Costs for repairs and maintenance are expensed as incurred, while major betterments are capitalized. The Company capitalizes interest cost incurred on funds used to construct property and equipment. The capitalized interest is recorded as part of the asset to which it relates and is depreciated over the asset's estimated useful life. When assets are retired or otherwise disposed of, the assets and related allowances for depreciation or amortization are eliminated from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of income. |
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IPR&D | ' |
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IPR&D |
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IPR&D acquired in a business combination is capitalized on the Company's consolidated balance sheets at its acquisition-date fair value. Until the underlying project is completed, these assets are accounted for as indefinite-lived intangible assets and are subject to impairment testing. Once the project is completed, the carrying value of the IPR&D is amortized over the estimated useful life of the asset. Post-acquisition research and development expenses related to the IPR&D projects are expensed as incurred. |
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The projected discounted cash flow models used to estimate the fair values of the Company's IPR&D reflect significant assumptions regarding the estimates a market participant would make in order to evaluate a drug development asset, including: (i) probability of successfully completing clinical trials and obtaining regulatory approval; (ii) market size, market growth projections, and market share; (iii) estimates regarding the timing of and the expected costs to advance Cubist's clinical programs to commercialization; (iv) estimates of future cash flows from potential product sales; and (v) a discount rate. |
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The accounting standard for testing indefinite-lived intangible assets for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. If, after assessing the totality of events or circumstances, a company concludes it is more likely than not that the fair value of the indefinite-lived intangible asset exceeds its carrying value, then the company is not required to take further action. A company also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test and may resume performing the qualitative assessment in any subsequent period. |
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IPR&D is tested for impairment on an annual basis or more frequently if impairment indicators are present. If IPR&D becomes impaired or is abandoned, the carrying value of the IPR&D is written down to its revised fair value with the related impairment charge recognized in the period in which the impairment occurs. If the carrying value of the asset becomes impaired as the result of unfavorable data from any ongoing or future clinical trial, changes in assumptions that negatively impact projected cash flows, or because of any other information regarding the prospects of successfully developing or commercializing the Company's programs, Cubist could incur significant charges in the period in which the impairment occurs. The valuation techniques utilized in performing quantitative impairment tests incorporate significant assumptions and judgments to estimate the fair value. The use of different valuation techniques or assumptions could result in materially different fair value estimates. The Company recorded impairment charges of $35.3 million and $38.7 million during the years ended December 31, 2013 and 2012, respectively, to write down its bevenopran IPR&D asset to its revised fair value. See Note I., "Goodwill, IPR&D and Other Intangible Assets, Net," and Note F., "Fair Value Measurements," for additional information. Cubist did not recognize any impairment charges related to IPR&D during the year ended December 31, 2011. |
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Goodwill | ' |
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Goodwill |
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Goodwill relates to amounts that arose in connection with the acquisitions of Optimer and Trius in 2013, as well as Adolor Corporation, or Adolor, in 2011, and Calixa Therapeutics Inc., or Calixa, in 2009. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired when accounted for using the acquisition method of accounting for business combinations. Goodwill is not amortized but is evaluated for impairment within the Company's single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company's reporting unit below its carrying amount. Cubist performed step one of the two-step goodwill impairment test by assessing the fair value of its reporting unit as compared to its carrying value, including goodwill. The Company determined that the carrying value of its single reporting unit did not exceed its fair value, and therefore, goodwill was not impaired as of December 31, 2013. The Company did not recognize any impairment charges related to goodwill during the years ended December 31, 2013, 2012 and 2011. |
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Other Intangible Assets | ' |
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Other Intangible Assets |
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Other intangible assets consist of patents, acquired intellectual property, acquired technology rights, manufacturing rights, contract intangibles, and other intangibles with finite lives. The Company amortizes its intangible assets using the straight-line method over their estimated economic lives, which range from nine to 14 years. The fair values of patents obtained through an acquisition transaction are capitalized and amortized over the lesser of the patent's remaining legal life or its useful life. Costs to obtain, maintain and defend the Company's patents are expensed as incurred. Cubist evaluates the potential impairment of other intangible assets if events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group and its eventual disposition to the carrying value of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset. Cubist did not recognize an impairment charge related to other intangible assets during the years ended December 31, 2013, 2012 and 2011. |
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Revenue Recognition | ' |
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Revenue Recognition |
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The Company's principal sources of revenue during the reporting period were: (i) product sales of CUBICIN, DIFICID and ENTEREG in the U.S.; (ii) revenues derived from sales of CUBICIN and DIFICID by Cubist's international distribution partners; (iii) license fees and milestone payments that are derived from collaboration, license and commercialization agreements with other biopharmaceutical companies; and (iv) prior to Cubist's acquisition of Optimer, service revenues derived from Cubist's co-promotion agreement with Optimer for the promotion and support of DIFICID in the U.S., which was terminated on October 24, 2013, as a result of Cubist's acquisition of Optimer. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectibility of the resulting receivable is reasonably assured. |
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Multiple-Element Arrangements |
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Cubist accounts for revenue arrangements with multiple elements entered into or materially modified after January 1, 2011, by separating and allocating consideration according to the relative selling price of each deliverable. The selling price of deliverables under the arrangement may be derived using a "best estimate of selling price" if vendor-specific objective evidence and third-party evidence is not available. Deliverables under the arrangement will be separate units of accounting, provided (i) a delivered item has value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company's control. |
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Cubist's other license and collaboration agreements continue to be accounted for under previously-issued revenue recognition guidance for multiple-element arrangements. Under this guidance, the Company recognizes non-refundable upfront license payments as revenue upon receipt if the license has standalone value and the fair value of the undelivered obligations, if any, can be determined. If the license is considered to have standalone value but the fair value of any of the undelivered items cannot be determined, the license payments are recognized as revenue over the period of Cubist's performance for such undelivered items or services. License fees with ongoing involvement or performance obligations are recorded as deferred revenue once received, and generally are recognized ratably over the period of such performance obligation only after both the license period has commenced and the technology has been delivered by Cubist. |
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U.S. Product Revenues, net |
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All revenues from product sales are recorded net of applicable provisions for returns, chargebacks, discounts, wholesaler management fees, government and commercial rebates, and other applicable allowances in the same period the related sales are recorded. |
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Gross U.S. product revenues were offset by provisions for the years ended December 31, 2013, 2012 and 2011, as follows: |
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| | For the Years Ended December 31, | |
| | 2013 | | 2012 | | 2011 | |
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Gross U.S. product revenues | | $ | 1,116,870 | | $ | 977,874 | | $ | 802,457 | |
Provisions offsetting U.S. product revenues | | | | | | | | | | |
Contractual adjustments | | | (61,448 | ) | | (55,331 | ) | | (45,093 | ) |
Governmental rebates | | | (84,226 | ) | | (73,172 | ) | | (55,997 | ) |
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Total provisions, net offsetting U.S. product revenues | | | (145,674 | ) | | (128,503 | ) | | (101,090 | ) |
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U.S. product revenues, net | | $ | 971,196 | | $ | 849,371 | | $ | 701,367 | |
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Certain product sales qualify for rebates or discounts from standard list pricing due to government sponsored programs or other contractual agreements. Contractual adjustments include provisions for returns, pricing and early payment discounts extended to the Company's external customers, as well as wholesaler distribution fees, volume-based rebates and other commercial rebates. The Company allows customers to return product within a specified period prior to and subsequent to the product's expiration date and in the event of certain circumstances, such as a product recall. The estimate of the provision for returns is analyzed quarterly and is based upon many factors, including historical experience of actual returns, analysis of the level of inventory in the distribution channel, if any, and reorder rates of end users. In certain circumstances, for example, in the event of a product recall or similar circumstance outside of the customers' control, Cubist may issue the customer replacement product for product returned. In these limited circumstances, expected costs of the replacement product are recognized within cost of product revenues, whereas expected refunds or credits granted to the customer are recognized as revenue deductions at full sales value within provisions for product returns. |
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Governmental rebates represent estimated amounts for government-mandated rebates and discounts relating to federal and state programs, such as Medicaid, the Veterans' Administration and Department of Defense programs, the Medicare Part D Coverage Gap Discount Program and certain other qualifying federal and state government programs. Estimates and assumptions for reserves are analyzed quarterly. Reserves for government and commercial rebates and chargebacks represent the Company's estimates of outstanding claims for end-user rebate-eligible sales that have occurred, but for which related claim submissions have not been received. The estimates are based on an analysis of customer sales mix data, prior claims history and third-party studies to determine which sales may flow through to a rebate- or chargeback-eligible customer. |
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Effective March 23, 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education reconciliation Act of 2010, or the Affordable Care Act, extended Medicaid rebates to drug volume issued to Medicaid patients whose drug coverage is managed by managed care organizations, or MCOs, under individual agreements with states. The Company accrues for the expected liability at the time it records the sale; however, the time lag between sale and payment of Medicaid program rebates and Medicare coverage gap discount program rebates can be lengthy. In addition, the Company continues to experience delays in billing by certain state authorities under the MCO plans. As a result, in any particular period, Medicaid and Medicare rebate adjustments may incorporate revisions of accruals for several periods. |
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Reserves for returns, discounts, chargebacks, wholesaler management fees and doubtful accounts are offset against accounts receivable and were $16.0 million and $9.2 million at December 31, 2013 and 2012, respectively. Reserves for governmental and commercial rebates are included in accrued liabilities and were $18.6 million and $20.6 million at December 31, 2013 and 2012, respectively. The Company reversed $18.0 million of revenue reserves during the year ended December 31, 2013, which includes $10.0 million related to Medicaid program rebate reserves that had been accrued since the enactment of the Affordable Care Act. The change in estimate for Medicaid rebates was based on receipt of claims information from certain state governments and other additional data during 2013, as a result of lower than estimated usage of CUBICIN by MCOs. |
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International Product Revenues |
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The Company's principal sources of international product revenues during the period were sales of CUBICIN and DIFICID to international distribution partners. Sales with international distribution partners are based upon contractually predetermined transfer price arrangements. Once Cubist's distribution partner sells the product to a third party, Cubist may also be owed an additional payment or royalty. Certain agreements with the Company's distribution partners contain multiple elements in which Cubist has continuing performance obligations. In such arrangements in which the Company determined that the undelivered elements in each arrangement did not have objective evidence of fair value, payments from distribution partners are recorded as deferred revenue. The Company amortizes deferred revenue to international product revenue over the remaining performance obligation. Total deferred revenue related to international product revenues was $20.5 million and $20.4 million at December 31, 2013 and 2012, respectively. |
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Service Revenues |
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Service revenues for the years ended December 31, 2013, 2012 and 2011, were $12.3 million, $23.2 million and $6.7 million, respectively. Service revenues represent the ratable recognition of the quarterly service fee earned in accordance with the co-promotion agreement with Optimer, which the Company entered into in April 2011 and terminated in October 2013, as described in Note D., "Business Combinations and Acquisitions." In addition, service revenues during the year ended December 31, 2012, include $8.5 million related to a bonus payment received from Optimer for the achievement of an annual sales target and Cubist's portion of Optimer's gross profits on net sales of DIFICID in the U.S. that exceeded the annual sales target for the first sales year, as stipulated in the co-promotion agreement. |
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Other Revenues |
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Other revenues include revenue related to upfront license payments, license fees and milestone payments received through Cubist's license, collaboration and commercialization agreements. Milestone payments received in accordance with these agreements and in which there are continuing performance obligations are recognized under accounting guidance for milestone payments. Consideration for an event that meets the definition of a milestone in accordance with the accounting guidance for the milestone method of revenue recognition is recognized as revenue in its entirety in the period in which the milestone is achieved only if all of the following conditions are met, and therefore, the milestone is considered substantive: (i) the milestone is commensurate with either Cubist's performance to achieve the milestone or the enhancement of the value of the delivered item as a result of a specific outcome resulting from the Company's performance to achieve the milestone; (ii) the consideration relates solely to past performance; and (iii) the amount of the milestone consideration is reasonable relative to all of the deliverables and payment terms, including other potential milestone consideration, within the arrangement. Otherwise, the milestone payments are not considered to be substantive and are, therefore, recognized as revenue as Cubist completes its remaining performance obligations. Total deferred revenue related to other revenues was $16.9 million and $20.5 million at December 31, 2013 and 2012, respectively. |
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Research and Development | ' |
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Research and Development |
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Research and development costs, including upfront fees and milestones paid to collaborators who are performing research and development activities under contractual agreement with the Company, are expensed as incurred if no planned alternative future use exists for the technology and if the payment is not payment for future services. The Company defers and capitalizes its nonrefundable advance payments that are for research and development activities until the related goods are delivered or the related services are performed. When the Company is reimbursed by a collaboration partner for work the Company performs, it records the costs incurred as research and development expenses and the related reimbursement as a reduction to research and development expenses in its consolidated statement of income. Research and development expenses primarily consist of employee-related expenses, clinical and non-clinical activities performed by contract research organizations, or CROs, lab services, purchases of drug product materials, manufacturing development costs, general overhead and facilities, and upfront and milestone payments related to the licensing or purchase of research and development assets that did not qualify as business combinations. |
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Stock-Based Compensation | ' |
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Stock-Based Compensation |
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The Company expenses the fair value of employee stock-based compensation using the straight-line recognition method over the employees' service periods, which are generally the vesting period of the equity award. Compensation expense is measured using the fair value of the award at the grant date, adjusted for estimated forfeitures. In order to determine the fair value of each option award on the grant date, the Company uses the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock price volatility, estimated option life, risk-free interest rate and dividend yield. Cubist's expected stock price volatility assumption is based on the historical volatility of the Company's stock price, which is obtained from public data sources. In prior years, the Company also utilized peer group data to derive its expected stock price volatility. Expected stock price volatility is determined based on the instrument's expected term. The expected life represents the weighted average period of time that stock-based awards are expected to be outstanding giving consideration to vesting schedules, historical exercise patterns and post-vesting cancellations for terminated employees that have been exhibited historically, adjusted for specific factors that may influence future exercise patterns. The risk-free interest rate is a less subjective assumption as it is based on factual data derived from public sources. Cubist uses a dividend yield of zero as it has never paid cash dividends and has no intention of paying cash dividends in the foreseeable future. |
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The Company estimates forfeitures of awards based on its historical experience of pre-vesting cancellations for terminated employees. Its estimated forfeiture rate is applied to all equity awards, which includes option awards and restricted stock units. The Company believes that its estimates are based on outcomes that are reasonably likely to occur. To the extent actual forfeitures differ from its estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. See Note L., "Employee Stock Benefit Plans," for additional information. |
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Income Taxes | ' |
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Income Taxes |
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Cubist accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which those temporary differences are expected to be recovered or settled. A deferred tax asset is established for the expected future benefit of net operating loss, or NOL, and credit carryforwards. A valuation allowance against net deferred tax assets is required if, based upon available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized. |
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The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The evaluation of uncertain tax positions is based on factors that include, but are not limited to: changes in tax law; the measurement of tax positions taken or expected to be taken in tax returns; the effective settlement of matters subject to audit; and changes in facts or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained and/or a change in assumptions, could impact the Company's income tax provision in future periods. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as a provision for income tax in the consolidated statements of income. See Note O., "Income Taxes," for additional information. |
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Basic and Diluted Net (Loss) Income Per Common Share | ' |
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Basic and Diluted Net (Loss) Income Per Common Share |
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Basic net (loss) income per common share has been computed by dividing net (loss) income by the weighted average number of shares outstanding during the period. Diluted net (loss) income per share has been computed by dividing diluted net (loss) income by the diluted number of shares outstanding during the period. Except where the result would be antidilutive to income from continuing operations, diluted net (loss) income per share has been computed assuming the conversion of convertible obligations and the elimination of the interest expense related to the Company's 2.25% convertible subordinated notes due June 2013, or 2013 Notes, 2.50% convertible senior notes due 2017, or 2017 Notes, 1.125% convertible senior notes due 2018, or 2018 Notes, 1.875% convertible senior notes due 2020, or 2020 Notes, the exercise of stock options, the exercise of warrants issued in connection with the convertible bond hedge transactions discussed below, and the vesting of restricted stock units, or RSUs, as well as their related income tax effects. In 2012, Cubist retired the remainder of its 2013 Notes. |
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In September 2013, in connection with the issuance of the 2018 Notes and 2020 Notes, the Company entered into convertible bond hedge transactions, or convertible bond hedges. The convertible bond hedges are not considered for purposes of calculating the number of diluted shares outstanding, as their effect would be antidilutive. The convertible bond hedges are generally expected, but not guaranteed, to reduce the potential dilution and/or offset the cash payments Cubist is required to make upon conversion of the 2018 Notes and 2020 Notes. See Note K., "Debt," for additional information. |
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The following table sets forth the computation of basic and diluted net (loss) income per common share: |
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| | For the Years Ended December 31, | |
| | 2013 | | 2012 | | 2011 | |
| | (in thousands, except share and per share data) | |
Basic net (loss) income | | $ | (18,571 | ) | $ | 154,075 | | $ | 33,023 | |
Effect of dilutive securities: | | | | | | | | | | |
Interest on 2017 Notes, net of tax | | | — | | | 7,088 | | | — | |
Debt issuance costs related to 2017 Notes, net of tax | | | — | | | 936 | | | — | |
Debt discount amortization related to 2017 Notes, net of tax | | | — | | | 8,705 | | | — | |
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Diluted net (loss) income | | $ | (18,571 | ) | $ | 170,804 | | $ | 33,023 | |
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Shares used in calculating basic net (loss) income per common share | | | 68,160,798 | | | 63,766,209 | | | 60,839,128 | |
Effect of dilutive securities: | | | | | | | | | | |
Options to purchase shares of common stock and RSUs | | | — | | | 2,254,294 | | | 2,098,013 | |
2017 Notes payable convertible into shares of common stock | | | — | | | 15,424,155 | | | — | |
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Shares used in calculating diluted net (loss) income per common share | | | 68,160,798 | | | 81,444,658 | | | 62,937,141 | |
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Basic net (loss) income per share | | $ | (0.27 | ) | $ | 2.42 | | $ | 0.54 | |
Diluted net (loss) income per share | | $ | (0.27 | ) | $ | 2.1 | | $ | 0.52 | |
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Potential shares of common stock excluded from the calculation of diluted net (loss) income per share as their inclusion would have been antidilutive, were: |
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| | For the Years Ended December 31, | |
| | 2013 | | 2012 | | 2011 | |
Options to purchase shares of common stock and RSUs | | | 8,360,441 | | | 2,449,796 | | | 1,962,363 | |
Warrants | | | 9,705,442 | | | — | | | — | |
2020 Notes convertible into shares of common stock | | | 5,459,311 | | | — | | | — | |
2018 Notes convertible into shares of common stock | | | 4,246,131 | | | — | | | — | |
2017 Notes convertible into shares of common stock | | | 7,842,943 | | | — | | | 15,424,155 | |
2013 Notes convertible into shares of common stock | | | — | | | 1,962,273 | | | 3,549,377 | |
Accumulated Other Comprehensive Income | ' |
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Accumulated Other Comprehensive Income |
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In February 2013, the Financial Accounting Standards Board, or FASB, issued amended accounting guidance for reporting accumulated other comprehensive income. The amendments require a company to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, a company is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The Company adopted this guidance on January 1, 2013. The Company had de minimis realized gains or losses from sales of its available-for-sale securities and did not reclassify any amounts out of accumulated other comprehensive income during the year ended December 31, 2013. |
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Subsequent Events | ' |
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Subsequent Events |
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Cubist considers events or transactions that have occurred after the balance sheet date of December 31, 2013, but prior to the filing of the financial statements with the Securities and Exchange Commission, or SEC, to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of the financial statements accompanying this Annual Report on Form 10-K. |
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Recent Accounting Pronouncements | ' |
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Recent Accounting Pronouncements |
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In July 2013, the FASB issued an accounting standards update clarifying the presentation of an unrecognized tax benefit when an NOL carryforward, a similar tax loss, or a tax credit carryforward exists. The updated guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward when settlement of the liability for an unrecognized tax benefit in this manner is available. The update is effective prospectively for reporting periods beginning after December 15, 2013, and early adoption and retrospective adoption are permitted. The adoption of this guidance is not expected to have an impact on the Company's consolidated financial statements. |
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