Document and Entity Information
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9 Months Ended | |
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Sep. 30, 2013
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Oct. 28, 2013
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Document and Entity Information | ||
Entity Registrant Name | VIVUS INC | |
Entity Central Index Key | 0000881524 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2013 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 101,704,865 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of investment in debt and equity securities categorized neither as trading securities nor held-to-maturity securities and intended be sold or mature one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, excluding amounts to be repaid within one year or the normal operating cycle, if longer (current maturities). Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
Sep. 30, 2013
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Dec. 31, 2012
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CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 1.00 | $ 1.00 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000 | 200,000 |
Common stock, shares issued | 101,082 | 100,659 |
Common stock, shares outstanding | 101,082 | 100,659 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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- Details
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- Definition
Amount of income (loss) from continuing operations attributable to the parent. Also defined as revenue less expenses and taxes from ongoing operations before extraordinary items but after deduction of those portions of income or loss from continuing operations that are allocable to noncontrolling interests. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income (loss) from continuing operations per each basic and diluted share of common stock or unit when the per share amount is the same for both basic and diluted shares. No definition available.
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- Definition
Amount of income (loss) from a disposal group, net of income tax, reported as a separate component of income before extraordinary items after deduction or consideration of the amount allocable to noncontrolling interests. Includes, net of tax, income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of income (loss) derived from discontinued operations during the period, net of related tax effect, per each basic and diluted share of common stock or unit when the per share amount is the same for both basic and diluted shares. No definition available.
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Revenue from multiple-deliverable arrangements that include licensing fees and services revenue. Licensing revenue is consideration received from another party for the right to use, but not own, certain of the entity's intangible assets. Licensing arrangements include, but are not limited to, rights to use a patent, copyright, technology, manufacturing process, software or trademark. Licensing fees are generally, but not always, fixed as to amount and not dependent upon the revenue generated by the licensing party. An entity may receive licensing fees for licenses that also generate royalty payments to the entity. Services revenue may be derived by providing other, nonspecified, services during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- Details
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
Expenses charged against earnings in the period of an event that is infrequent in occurrence or unusual in nature. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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- Details
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2013
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Sep. 30, 2012
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Sep. 30, 2013
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Sep. 30, 2012
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (48,204) | $ (40,396) | $ (157,292) | $ (83,222) |
Other comprehensive income: | ||||
Unrealized gain on securities, net of taxes | 118 | 50 | 59 | 12 |
Comprehensive loss | $ (48,086) | $ (40,346) | $ (157,233) | $ (83,210) |
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- Definition
The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Net of tax amount of unrealized holding gain (loss) before reclassification adjustments and transfers on available-for-sale securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Details
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- Definition
Amount of noncash expense included in interest expense to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents cash provided by or used in the operating activities of the entity's discontinued operations during the period. This element is only used by those entities that separately report cash flows attributable to discontinued operations. If using this element, it is an indication that the cash flows of the entity which are detailed in reconciling to cash provided by or used in operating activities reflect only cash flows attributable to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The gains (losses) included in results of operations resulting from the sale or disposal of property, plant and equipment, which do not qualify for treatment as discontinued operations. This item does not include any gain (loss) recognized on the sale of oil and gas property or timber property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of income (loss) from continuing operations attributable to the parent. Also defined as revenue less expenses and taxes from ongoing operations before extraordinary items but after deduction of those portions of income or loss from continuing operations that are allocable to noncontrolling interests. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period, excluding the portion taken into income, in the liability reflecting revenue yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The increase (decrease) during the reporting period in other obligations or expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets, or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This item represents the net amount of amortization of purchase discounts and premiums related to investments in debt securities. The purchase discount or premium is amortized to income or expense, respectively, over the life (holding period) of the securities to arrive at an amount of periodic interest income or expense which results in a constant effective yield on the investments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of net cash from (used in) the entity's continuing operations, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for derivative instruments during the period, which are classified as financing activities, excluding those designated as hedging instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash outflow or inflow from other investing activities. This element is used when there is not a more specific and appropriate element in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow to acquire debt securities classified as available-for-sale securities, because they are not classified as either held-to-maturity securities or trading securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. No definition available.
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- Definition
The cash inflow associated with the amount received from holders to acquire the entity's shares under incentive and share awards other than stock option exercises. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow associated with the sale or maturity (principal being due) of securities not classified as either held-to-maturity securities or trading securities which are classified as available-for-sale securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow associated with the amount received from holders exercising their stock options. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Charge to cost of goods sold from operating activities that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. No definition available.
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- Definition
The net cash inflow from the issuance of common stock net of offering costs. No definition available.
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- Definition
The expense charged against earnings for the period pertaining to cash discounts given on the entity's goods and services sold to customers. No definition available.
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BASIS OF PRESENTATION
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9 Months Ended |
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Sep. 30, 2013
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BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Management has evaluated all events and transactions that occurred after September 30, 2013 through the date these unaudited condensed consolidated financial statements were filed. There were no events or transactions during this period which require recognition or disclosure in these unaudited condensed consolidated financial statements, except as disclosed in Note 14. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed on February 26, 2013 and as amended by the Form 10-K/A filed on April 30, 2013 and by the Form 10-K/A filed on June 12, 2013, with the Securities and Exchange Commission, or SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
When we refer to “we,” “our,” “us,” the “Company” or “VIVUS” in this document, we mean the current Delaware corporation, or VIVUS, Inc., and its California predecessor, as well as all of our consolidated subsidiaries.
Reclassifications
Certain prior year amounts in the unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including critical accounting policies or estimates related to available-for-sale securities, debt instruments, research and development expenses, income taxes, inventories, revenues, contingencies and litigation and share-based compensation. The Company bases its estimates on historical experience, information received from third-parties and on various market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions or conditions.
Revenue from Multiple Element Arrangements
The Company accounts for multiple element arrangements, such as license and commercialization agreements in which a customer may purchase several deliverables, in accordance with ASC Topic 605-25, Revenue Recognition — Multiple-Element Arrangements, or ASC 605-25. The Company evaluates how the deliverables in an arrangement should be separated and how the consideration should be allocated. The Company allocates non-contingent consideration to each stand-alone deliverable based upon the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor-specific objective evidence, or VSOE, of selling price, if it exists, or third-party evidence, or TPE, of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses best estimated selling price, or BESP, for that deliverable. Revenue allocated to each element is then recognized based on when the following four basic revenue recognition criteria are met for each element: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured.
Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports. Changes in assumptions or judgments, or changes to the elements in an arrangement, could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.
ASC Topic 605-28, Revenue Recognition — Milestone Method, or ASC 605-28, established the milestone method as an acceptable method of revenue recognition for certain contingent, event-based payments under research and development arrangements. Under the milestone method, a payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event: (i) that can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from its performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that would result in additional payments being due to the Company. The determination that a milestone is substantive requires judgment and is made at the inception of the arrangement. Milestones are considered substantive when the consideration earned from the achievement of the milestone is: (i) commensurate with either the Company’s performance to achieve the milestone, or the enhancement of value of the item delivered as a result of a specific outcome resulting from its performance to achieve the milestone, (ii) relates solely to past performance, and (iii) is reasonable, relative to all deliverables and payment terms in the arrangement.
Other contingent, event-based payments received for which payment is either contingent solely upon the passage of time or the results of a collaborative partner’s performance are not considered milestones under ASC 605-28. In accordance with ASC 605-25, such payments will be recognized as revenue when all of the four basic revenue recognition criteria are met.
Revenues recognized for royalty payments are recognized as earned in accordance with the terms of the license and commercialization agreements.
Fair Value of Financial Instruments
Financial instruments include cash equivalents, available-for-sale securities, accounts payable and accrued liabilities. Available-for-sale securities are carried at estimated fair value. The carrying value of cash equivalents, accounts payable and accrued liabilities approximate their estimated fair value due to the relatively short-term nature of these instruments.
Debt instruments are initially recorded at fair value, with coupon interest and amortization of debt issuance discounts recognized in the statement of operations as interest expense at each period end while such instruments are outstanding. If the Company issues shares to discharge the liability, the debt obligation is derecognized and common stock and additional paid-in capital are recognized on the issuance of those shares.
The Company’s Convertible Notes contain a conversion option which is classified as equity. The Company determined the fair value of the liability component of the debt instrument and allocated the excess amount from the initial proceeds to the conversion option. The fair value of the debt component was determined by estimating a risk adjusted interest rate, or market yield, at the time of issuance for similar notes that do not include the conversion feature, or equity component. This excess is reported as a debt discount and is amortized as non-cash interest expense, using the interest method, over the expected life of the Convertible Notes.
Issuance costs related to the equity component of the Convertible Notes were charged to additional paid-in capital. The remaining portion related to the debt component is being amortized and recorded as additional interest expense over the expected life of the Convertible Notes. In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions with certain counterparties affiliated to the underwriters. The fair value of the purchased capped calls was recorded to stockholders’ equity.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company’s Form 10-K for the year ended December 31, 2012, that are of significance, or potential significance to the Company. |
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The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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SHARE-BASED COMPENSATION
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SHARE-BASED COMPENSATION | 2. SHARE-BASED COMPENSATION
The Company accounts for share-based compensation arrangements in accordance with the Financial Accounting Standards Board, or FASB’s, Accounting Standards Codification, or ASC, topic 718, Compensation—Stock Compensation, or ASC 718.
Total share-based compensation expense for all of the Company’s share-based awards is as follows (in thousands):
On July 18, 2013, the Company entered into a settlement agreement with First Manhattan Company, or First Manhattan, in connection with a proxy contest related to our 2013 Annual Meeting of Stockholders. According to the terms of the settlement agreement, more than a majority of the members of the Company’s Board of Directors resigned and new members were appointed. The change in the majority of the members of the Company’s Board of Directors, effective July 19, 2013, triggered certain “change of control” benefits in accordance with the Amended and Restated Change of Control and Severance Agreements, or the Amended Agreements, with certain of the Company’s employees; specifically, all unvested stock options held by these employees automatically vested in full and became immediately exercisable. In accordance with ASC 718, all unamortized expense for options that were expected to vest on the date of grant and the modified fair value of the options that were not expected to vest on the date of grant (due to expected forfeitures) were immediately expensed. As a result, in the three months ended September 30, 2013, the Company recognized approximately $12.7 million in additional share-based compensation expense related to this event.
Total share-based compensation cost capitalized as part of the cost of inventory is $75,000 and $467,000 for the three and nine months ended September 30, 2013, respectively. |
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The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Also includes disclosure of compensation-related costs for equity-based compensation which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details, and employee stock purchase plan details. No definition available.
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CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES
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Sep. 30, 2013
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CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES | 3. CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES
The fair value and the amortized cost of cash, cash equivalents, and available-for-sale securities by major security type at September 30, 2013 and December 31, 2012 are presented in the tables that follow.
As of September 30, 2013 (in thousands):
As of December 31, 2012 (in thousands):
As of September 30, 2013, the Company’s available-for-sale securities have original contractual maturities up to 23 months. However, the Company may or may not hold securities with stated maturities greater than 12 months until maturity. In response to changes in the availability of and the yield on alternative investments as well as liquidity requirements, the Company may sell these securities prior to their stated maturities. As these securities are viewed by the Company as available to support current operations, securities with maturities beyond 12 months are classified as current assets. Due to their short-term maturities, the Company believes that the fair value of its bank deposits, accounts payable and accrued expenses approximate their carrying value.
Fair Value Measurements
As of September 30, 2013 and December 31, 2012, all of the Company’s cash and cash equivalents and available-for-sale securities were measured at fair value on a recurring basis, and classified as Level 1 in the fair value hierarchy. There were no assets or liabilities measured on a recurring basis where Level 2 or Level 3 valuation techniques were used. |
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The entire disclosure of cash, cash equivalents, and debt and equity securities, including any unrealized or realized gain (loss). No definition available.
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INVENTORIES
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INVENTORIES | 4. INVENTORIES
Inventories consist of (in thousands):
As of September 30, 2013 and December 31, 2012, the raw materials inventories consist primarily of the active pharmaceutical ingredients, or API, for the commercialization of Qsymia® (phentermine and topiramate extended-release) capsules CIV, the finished goods inventory consists of both Qsymia and STENDRATM (avanafil) primarily for commercialization, while the work in process and deferred costs inventories relate exclusively to Qsymia. The deferred costs represent the costs of Qsymia product shipped to customers, including wholesalers, certified retail pharmacies and certified mail order pharmacies, but not yet shipped to patients through prescriptions, and for which recognition of revenue has been deferred.
Inventories are stated at the lower of cost or market. Cost is determined using the weighted average method. The Company periodically evaluates the carrying value of inventory on hand for potential excess amount over demand using the same lower of cost or market approach as that used to value the inventory. As a result of this evaluation, for the nine months ended September 30, 2013, the Company recognized a total charge of $10.2 million for inventories on hand in excess of demand, plus a purchase commitment fee. No additional charge was required in the three months ended September 30, 2013. |
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The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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PREPAID EXPENSES AND OTHER ASSETS
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PREPAID EXPENSES AND OTHER ASSETS | 5. PREPAID EXPENSES AND OTHER ASSETS
Prepaid expenses and other assets consist of (in thousands):
The amounts included in prepaid expenses and other assets consist primarily of prepaid insurance, deposits and prepayments for future services, primarily related to prepaid product commercialization costs for services relating to future periods in support of the sales and marketing of Qsymia in the U.S., prepayments related to medical affairs activities for Qsymia and STENDRA, interest income receivable, withholding tax receivable and manufacturing capacity commitment fees. The withholding tax receivable represents refundable foreign tax withheld on payments Menarini Group, through its subsidiary Berlin-Chemie AG, or Menarini, made to the Company. These amounts represent probable future economic benefits obtained or controlled by the Company as a result of past transactions or events, which meet the definition of an asset under FASB Concept Statement 6. As such, these costs have been deferred as prepaid expenses and other assets on the condensed consolidated balance sheet and will be either (i) charged to expense accordingly when the related prepaid services are rendered to the Company, or (ii) converted to cash when the receivables are collected by the Company. |
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The entire disclosure for other assets. This disclosure includes other current assets and other noncurrent assets. No definition available.
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NON-CURRENT ASSETS
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NON-CURRENT ASSETS | 6. NON-CURRENT ASSETS
Non-current assets consist of (in thousands):
The amounts included in non-current assets consist of debt issuance costs relating to the Convertible Notes and the Senior Secured Notes Due 2018 (see Note 11), which primarily consist of investment banker, legal and other professional fees, and other assets which are not expected to be realized in the next 12 months. |
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Represents the non-current assets. No definition available.
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ACCRUED AND OTHER LIABILITIES
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ACCRUED AND OTHER LIABILITIES | 7. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consist of (in thousands):
The amounts included in accrued and other liabilities consist of obligations for past services, primarily related to accrued employee compensation and benefits, accrued manufacturing and product commercialization costs for services relating to past periods in support of the commercial launch of Qsymia in the U.S., accrued interest on debt, and accrued research and clinical expenses. |
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- Definition
The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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NON-RECURRING CHARGES
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NON-RECURRING CHARGES | 8. NON-RECURRING CHARGES
Total non-recurring charges, primarily related to the proxy contest with First Manhattan, consist of (in thousands):
On July 18, 2013, the Company entered into a settlement agreement with First Manhattan in connection with a proxy contest related to the Company’s 2013 Annual Meeting of Stockholders. According to the terms of the settlement agreement, more than a majority of the members of the Company’s Board of Directors resigned and new members were appointed. The change in the majority of the members of the Company’s Board of Directors, effective July 19, 2013, triggered certain “change of control” benefits in accordance with the Amended Agreements with certain of the Company’s employees. Under the Amended Agreements, all unvested stock options held by these employees automatically vested in full and became immediately exercisable. In addition, the resignations of both the Company’s Chief Executive Officer and President resulted in severance charges under the Amended Agreements. As part of the settlement agreement with First Manhattan, the Company agreed to pay the reasonable and documented expenses incurred by First Manhattan in connection with its proxy contest, which are estimated at approximately $3.0 million. |
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The entire disclosure for any additional information related to the determination or classification of material events or transactions (that would not reasonably be expected to recur in the foreseeable future) that possesses a high degree of abnormality and are incidentally related to, the ordinary and typical activities of the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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DEFERRED REVENUE
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9 Months Ended |
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Sep. 30, 2013
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DEFERRED REVENUE | |
DEFERRED REVENUE | 9. DEFERRED REVENUE
Qsymia Deferred Revenue
At September 30, 2013, the Company had $9.5 million in deferred revenue, which represents Qsymia product shipped to the Company’s certified home delivery pharmacy services networks, wholesalers and certified retail pharmacies, but not yet shipped to patients through prescriptions, net of prompt payment discounts.
SPEDRA™ Deferred Revenue
As further discussed in Note 10 below, in September 2013, the Company received €6.7 million, (€8 million, net of approximately 16% reimbursable withholding tax) from Menarini as a prepayment for future royalties on sales of SPEDRA.The gross prepayment amount of €8 million, or $10.6 million, is recorded as deferred revenue as of September 30, 2013 and will be recognized through future earnings and deducted by Menarini against future royalties owed to the Company until such amount, plus interest cost, is depleted in full. |
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The entire disclosure for deferred revenues at the end of the reporting period, and description and amounts of significant changes that occurred during the reporting period. Deferred revenue is a liability as of the balance sheet date related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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LICENSE AND COMMERCIALIZATION AGREEMENT AND COMMERCIAL SUPPLY AGREEMENT WITH MENARINI
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9 Months Ended |
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Sep. 30, 2013
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LICENSE AND COMMERCIALIZATION AGREEMENT AND COMMERCIAL SUPPLY AGREEMENT WITH MENARINI | |
LICENSE AND COMMERCIALIZATION AGREEMENT AND COMMERCIAL SUPPLY AGREEMENT WITH MENARINI | 10. LICENSE AND COMMERCIALIZATION AGREEMENT AND COMMERCIAL SUPPLY AGREEMENT WITH MENARINI
On July 5, 2013, the Company entered into a License and Commercialization Agreement, or the License Agreement, with Menarini to commercialize and promote SPEDRA for the treatment of ED in over 40 European countries, plus Australia and New Zealand. VIVUS and Menarini also entered into a Commercial Supply Agreement whereby VIVUS will supply Menarini with SPEDRA drug product.
Under the terms of the License Agreement, VIVUS has received certain upfront payments and is eligible to receive various approval and sales milestones potentially totaling €79 million, plus royalties on SPEDRA sales. Upon the signing of the License Agreement, we received a payment of €6.7 million, (€8 million, net of approximately 16% reimbursable withholding tax), for the non-refundable, non-creditable license fee, as well as a payment of €6.7 million, (€8 million, net of approximately 16% reimbursable withholding tax), for a regulatory milestone payment, related to the approval of the SPEDRA marketing authorization by the European Commission. Although this payment was described in the License Agreement as a regulatory milestone payment for the marketing authorization approval in Europe, it is essentially an additional license fee because the approval by the European Commission was obtained prior to the final execution of the License Agreement. In addition, in September 2013, VIVUS received another payment of €6.7 million, (€8 million, net of approximately 16% reimbursable withholding tax), as a prepayment for future royalties on sales of SPEDRA. This amount has been recorded as deferred revenue as of September 30, 2013 and will be recognized as royalty income when earned. For the three months and nine months ended September 30, 2013, VIVUS has recognized €16.0 million, or $21.0 million, as license revenue, as the Company has determined that revenue was earned upon the delivery of the license rights and related know-how. Under the Commercial Supply Agreement, VIVUS will supply the SPEDRA drug product to Menarini on a cost-plus basis.
In accordance with ASC 605-25, VIVUS identified the license and related know-how and supply services as separate deliverables under the agreements. The Company determined that the license and related know-how and supply services individually represent separate units of accounting because each deliverable has stand-alone value. The Company determined that the license and related know-how have stand-alone value based on various facts and circumstances in the arrangement, including Menarini’s option to sublicense. Although Menarini is precluded from reselling the license, Menarini’s ability to use the delivered license and related know-how for its intended purpose without the receipt of the remaining deliverable indicated that the license and related know-how have stand-alone value.
VIVUS determined that the supply services have stand-alone value because: (i) the manufacturing process is not proprietary to the Company; (ii) a third party manufacturer produces the product, and (iii) Menarini may at any time with notice to the Company elect to accept assignment of VIVUS’s agreements with the third party manufacturer, or manufacture the licensed product itself or contract with a third party manufacturer to produce it.
The Company allocated the non-contingent consideration relating to the stand-alone deliverables on the basis of relative selling price, which is BESP because VSOE or TPE are unavailable for these deliverables. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP for the license is based on discounted future projected cash flows relating to the licensed territories. Revenue related to the license was recognized in the third quarter of 2013 when the license and all related knowledge and data had been transferred. BESP for the supply services is based on third party costs to manufacture the licensed product, plus a mark-up consistent with similar agreements. Revenues allocated to the supply services will be recognized when the product has met all required specifications and the related title and risk of loss and damages have been transferred to Menarini. The Company has determined that achievement of any and all of the milestones is dependent solely upon the results of Menarini and therefore none of the milestones are deemed to be substantive. Royalties to be received from Menarini will be recognized by the Company based upon the net sales of the product by Menarini. As of September 30, 2013, no supply services have been provided and the SPEDRA drug product has not yet launched, thus no revenues for supply services and royalties have been recognized. |
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The entire disclosure for collaborative arrangements in which the entity is a participant, including a) information about the nature and purpose of such arrangements; b) its rights and obligations thereunder; c) the accounting policy for collaborative arrangements; and d) the income statement classification and amounts attributable to transactions arising from the collaborative arrangement between participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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LONG TERM DEBT | 11. LONG TERM DEBT
Convertible Senior Notes Due 2020
On May 21, 2013, the Company closed an offering of $220.0 million in 4.5% Convertible Senior Notes due May 1, 2020, or the Convertible Notes. The Convertible Notes are governed by an indenture, dated as of May 21, 2013 between the Company and Deutsche Bank National Trust Company, as trustee. On May 29, 2013, the Company closed on an additional $30.0 million of Convertible Notes upon exercise of an option by the initial purchasers of the Convertible Notes. Total net proceeds from the Convertible Notes were approximately $241.8 million.
The Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 4.50% per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2013, unless earlier purchased or converted.
The Convertible Notes are convertible into approximately 16,826,000 shares of the Company’s common stock under certain circumstances prior to maturity at a conversion rate of 67.3038 shares per $1,000 principal amount of Convertible Notes, which represents a conversion price of approximately $14.858 per share, subject to adjustment under certain conditions. The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding November 1, 2019 only under certain conditions. On or after November 1, 2019, holders may convert all or any portion of their Convertible Notes at their option at the conversion rate then in effect at any time, regardless of these conditions. Subject to certain limitations, the Company will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The conversion rate of the Convertible Notes, and the corresponding conversion price, will be subject to adjustment for certain events, but will not be adjusted for accrued interest. In addition, following certain corporate transactions that occur on or prior to the maturity date for the Convertible Notes, the Company will increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such a corporate transaction. The Convertible Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. Neither the Convertible Notes nor any shares of VIVUS’s common stock issuable upon conversion of the Convertible Notes have been or are expected to be registered under the Securities Act or under any state securities laws.
The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options. Under ASC 470-20, issuers of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, are required to separately account for the liability (debt) and equity (conversion option) components. The Company analyzed the conversion feature to determine if it was required to be bifurcated and treated as a derivative liability and determined that it did not. Rather, the Company is required to separately account for the liability and equity components of the convertible debt instrument. The Company determined the fair value of the liability component by estimating a risk adjusted interest rate, or market yield, at the time of issuance for similar notes that do not include the equity component. To arrive at the appropriate risk adjusted rate, or market yield, for the Convertible Notes, the Company performed (i) a synthetic credit rating analysis estimating the issuer level credit rating of the Company using a regression model; (ii) research on appropriate market yields using option adjusted spread indications for similar credit ratings, and (iii) considered the market yield implied for the Convertible Notes from a binomial lattice model, or Level 3 inputs. The risk adjusted interest rate was used to compute the initial fair value of the liability component of $154.7 million. The excess of the proceeds received from the Convertible Notes over the amount allocated to the liability component, of $95.3 million, is allocated to the equity component and recorded to additional paid-in capital. This excess is reported as a debt discount and is amortized as non-cash interest expense, using the interest method, over the expected life of the Convertible Notes. The conversion option will not be subsequently remeasured as long as it continues to meet conditions for equity classification.
In connection with the issuance of the Convertible Notes, the Company incurred $8.2 million of issuance costs, which primarily consisted of investment banker, legal and other professional fees. The portion of the costs related to the equity component of $3.1 million was charged to additional paid-in capital. The remaining portion related to the debt component of $5.1 million was recorded as a deferred charge and included in non-current assets, and is being amortized and recorded as additional interest expense over the expected life of the Convertible Notes.
The combined effective interest rate on the liability component was 15.2%. Total interest expense of $5.7 million and $8.1 million was recognized during the three and nine month periods ended September 30, 2013, respectively, which includes $3.4 million and $4.9 million of amortization of the debt discount during the three and nine month periods ended September 30, 2013, respectively. The remaining expected life of the Convertible Notes at September 30, 2013 is 5.2 years. As of September 30, 2013, the Convertible Notes were not convertible and the if-converted value did not exceed their principal amount.
In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions with certain counterparties affiliated to the underwriters. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the Convertible Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the Convertible Notes, with a strike price equal to the conversion price of the notes and with a cap price equal to $20 per share. The fair value of the purchased capped calls of $34.7 million was recorded to stockholders’ equity.
Senior Secured Notes Due 2018
On March 25, 2013, the Company entered into the Purchase and Sale Agreement, or the Agreement, between the Company and BioPharma Secured Investments III Holdings Cayman LP, a Cayman Islands exempted limited partnership, or BioPharma, providing for the purchase of a debt-like instrument, or the Senior Secured Notes. Under the Agreement, the Company received $50 million, less $500,000 in funding and facility payments, at the initial closing on April 9, 2013. The Company may also elect prior to December 31, 2013, subject to certain terms and conditions, to receive an additional $60 million, less $600,000 in a funding payment, at the secondary closing no earlier than April 30, 2013 and no later than January 15, 2014. The Company was responsible for all reasonable and documented out-of-pocket legal costs and fees incurred by BioPharma related to the Agreement, subject to a cap of $300,000.
Net proceeds from the initial financing were approximately $48.4 million. The Company is obligated to make scheduled quarterly payments. The first payment is scheduled to be made in the second quarter of 2014 and the final payment is scheduled to be made in the second quarter of 2018. The scheduled quarterly payments are subject to the net sales of (i) Qsymia® (and any derivative or improvement thereof, including Qsiva™ as it relates to the European Union), or the Product, and (ii) any other obesity agent developed or marketed by the Company or its affiliates or licensees. The scheduled quarterly payments, other than the payment(s) scheduled to be made in the second quarter of 2018, are capped at the lower of the scheduled payment amounts or 25% of the net sales of (i) and (ii) above. Accordingly, if 25% of the net sales is less than the scheduled quarterly payment, then 25% of the net sales is due for that quarter, with the exception of the payment(s) scheduled to be made in the second quarter of 2018, when any unpaid scheduled quarterly payments plus any accrued and unpaid make-whole premiums must be paid. Any quarterly payment less than the scheduled quarterly payment amount will be subject to a make-whole premium equal to the applicable scheduled quarterly payment of the preceding quarter less the actual payment made to BioPharma for the preceding quarter multiplied by 1.03. Regardless, the Company may pay scheduled quarterly payments out of any available funds notwithstanding Product net sales. The Company also has the option to prepay all scheduled quarterly payments as specified in the Agreement. Assuming all scheduled quarterly payments are made timely and in full, the annual implied effective interest rate is 13.38% per annum. The imputed interest for the Senior Secured Notes was $1.7 million and $3.2 million during the three and nine month periods ended September 30, 2013, respectively.
To secure its obligations in connection with the Agreement, the Company granted BioPharma a security interest to (i) the purchased receivables which are defined in the Agreement as the scheduled quarterly payments, any underpayments of such payments based on an audit of the Company’s records and any interest due on the foregoing amounts, and (ii) the Company’s patents, trademarks, copyrights and regulatory filings related to the Product, or the Additional Collateral.
In connection with the issuance of the Senior Secured Notes, the Company incurred $1.6 million of issuance costs, which primarily consisted of funding and facility fees, legal and other professional fees. These costs are being amortized and recorded as additional interest expense using the interest method through 2018.
The following table summarizes information on the debt (in thousands) as of:
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The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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NET INCOME (LOSS) PER SHARE | 12. NET INCOME (LOSS) PER SHARE
The Company computes basic net income (loss) per share applicable to common stockholders based on the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the weighted average number of common and common equivalent shares, which represent shares that may be issued in the future upon the exercise of outstanding stock options or upon a net share settlement of the Company’s Convertible Notes. Common share equivalents are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the price exceeds the average market price over the period have an anti-dilutive effect on net income per share and, accordingly, are excluded from the calculation. As discussed in Note 11, the triggering conversion conditions that allow holders of the Convertible Notes to convert have not been met. If such conditions are met and the note holders opt to convert, the Company may choose to pay in cash, common stock, or a combination thereof; however, if this occurs, the Company has the intent and ability to net share settle this debt security; thus the Company uses the treasury stock method for earnings per share purposes. Due to the effect of the capped call instrument purchased in relation to the Convertible Notes, there would be no net shares issued until the market value of the Company’s stock exceeds $20 per share, and thus no impact on diluted net income per share. Further, when there is a net loss, potentially dilutive common equivalent shares are not included in the calculation of net loss per share since their inclusion would be anti-dilutive.
As the Company recognized a net loss for the three and nine months ended September 30, 2013 and September 30, 2012, all potential common equivalent shares were excluded for these periods as they were anti-dilutive. For the three months ended September 30, 2013 and September 30, 2012, 5,626,000 and 4,242,000 options outstanding, respectively, were not included in the computation of diluted net loss per share because the effect would be anti-dilutive. For the nine months ended September 30, 2013 and September 30, 2012, 6,026,000 and 4,053,000 options outstanding, respectively, were not included in the computation of diluted net loss per share because the effect would be anti-dilutive. |
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The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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LEGAL MATTERS | 13. LEGAL MATTERS
Securities Related Class Action Lawsuits
The Company and two of its officers were defendants in a putative class action lawsuit captioned Kovtun v. Vivus, Inc., et al., Case No. 4:10-CV-04957-PJH, in the U.S. District Court, Northern District of California. The action, filed in November 2010, alleged violations of Section 10(b) and 20(a) of the federal Securities Exchange Act of 1934 based on allegedly false or misleading statements made by the defendants in connection with the Company’s clinical trials and NDA for Qsymia as a treatment for obesity. The Court granted defendants’ motions to dismiss both plaintiff’s Amended Class Action Complaint and Second Amended Class Action Complaint; by order dated September 27, 2012, the latter dismissal was with prejudice and final judgment was entered for defendants the same day. On October 26, 2012, plaintiff filed a Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit. Briefing of the appeal is complete, and the parties are awaiting word on whether the Court of Appeals wishes to entertain oral argument.
Additionally, certain of the Company’s officers and directors are defendants in a shareholder derivative lawsuit captioned Turberg v. Logan, et al., Case No. CV-10-05271-PJH, pending in the same federal court. In the plaintiff’s Verified Amended Shareholder Derivative Complaint filed June 3, 2011, the plaintiff largely restated the allegations of the Kovtun action and alleged that the directors breached fiduciary duties to the Company by purportedly permitting the Company to violate the federal securities laws as alleged in the Kovtun action. The same individuals are also named defendants in consolidated shareholder derivative suits pending in the California Superior Court, Santa Clara County under the caption In re VIVUS, Inc. Derivative Litigation, Master File No. 11 0 CV188439. The allegations in the state court derivative suits are substantially similar to the other lawsuits. The Company is named as a nominal defendant in these actions, neither of which seeks any recovery from the Company. The parties have agreed to stay the derivative lawsuits pending the outcome of the appeal of the securities class action.
The Company and its directors cannot predict the outcome of the various shareholder lawsuits, but they believe the various shareholder lawsuits are without merit and intend to continue vigorously defending them.
On July 12, 2013, various current and former officers and directors of the Company were named as defendants in a separate shareholder derivative lawsuit filed in the California Superior Court, Santa Clara County and captioned Ira J. Gaines IRA, et al. v. Leland F. Wilson, et al., Case No.1-13-CV-249436. The lawsuit generally alleges breaches of the fiduciary duty of care in connection with the launch of Qsymia, breaches of the duty of loyalty and insider trading by some defendants for selling Company stock while purportedly being aware that the Qsymia launch would be less successful than predicted and corporate waste. Again, the Company is named as a nominal defendant, and no recovery from the Company is sought. As with the other shareholder litigation, the Company does have certain indemnification obligations to the named defendants, including to advance defense costs to the individuals. The Company also maintains directors’ and officers’ liability insurance that it believes affords coverage for much of the anticipated cost of the proceedings, subject to the policies’ terms and conditions. The individual defendants deny the material allegations and have indicated an intention to defend them vigorously. On October 21, 2013, the Company filed a demurrer seeking to have the lawsuit dismissed in its entirety for failure to make a pre-suit demand upon the Company’s Board of Directors or plead sufficient facts to show that such demand would have been futile.
Proxy Related Lawsuit
On July 16, 2013, First Manhattan, the owner of approximately 9.9% of the outstanding shares of common stock of the Company, commenced an action in the Court of Chancery of the State of Delaware, naming the then-serving members of the board of directors of the Company as defendants and the Company as a nominal defendant. The action was captioned First Manhattan Co. v. Leland F. Wilson, et al., C.A. No. 8731-VCL. In its verified complaint, First Manhattan alleged that the Company’s directors breached their fiduciary duties in connection with the Board’s decision to adjourn the annual stockholders meeting from July 15, 2013 until July 18, 2013. The verified complaint sought declaratory and injunctive relief, including enjoining the defendants from soliciting proxies, directing the inspector of elections to certify the election of directors based on votes that were present and prepared to be voted on July 15, 2013 before the annual stockholders meeting was adjourned, and prohibiting defendants from taking any actions as directors of the Company. The verified complaint did not seek damages from the Company or the defendant board members. The parties entered into a settlement agreement on July 18, 2013, and the action was dismissed with prejudice on July 19, 2013. As part of the settlement agreement with First Manhattan, the Company agreed to pay the reasonable and documented expenses incurred by First Manhattan in connection with its proxy contest, which are estimated at approximately $3.0 million. |
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The entire disclosure for legal proceedings, legal contingencies, litigation, regulatory and environmental matters and other contingencies. No definition available.
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SUBSEQUENT EVENTS
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SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS
License and Commercialization Agreement and Commercial Supply Agreement for STENDRA
On October 10, 2013, the Company, entered into a License and Commercialization Agreement, or the License Agreement, and a Commercial Supply Agreement, or the Supply Agreement, with Auxilium Pharmaceuticals, Inc., or Auxilium.
Under the terms of the License Agreement, Auxilium received an exclusive license to commercialize and promote VIVUS’s drug STENDRA™ (avanafil) for the treatment of erectile dysfunction in the United States and Canada and their respective territories, or the Territory. Additionally, following the completion of certain events, VIVUS has agreed to transfer to Auxilium ownership of the product marketing authorization for STENDRA for the treatment of erectile dysfunction, which was granted by the FDA in April 2012. Each party agreed not to develop, commercialize, or in-license any other product that operates as a PDE5 inhibitor for the treatment of erectile dysfunction in the Territory for a limited time period, subject to certain exceptions. A PDE5 inhibitor means any product that operates as a phosphodiesterase type 5 inhibitor.
VIVUS received an upfront license fee of $30 million in October 2013, and is expected to receive various milestone payments, plus royalty payments on STENDRA sales. VIVUS is eligible to receive a regulatory milestone payment of $15 million upon approval by the FDA of a specific time of onset claim for STENDRA in the Territory. In addition, VIVUS is eligible to receive up to an aggregate of $255 million in potential milestone payments based on certain net sales targets by Auxilium. Further, VIVUS is eligible to receive royalty payments based on tiered percentages of the aggregate annual net sales of STENDRA in the Territory on a quarterly basis. The percentage of Auxilium’s aggregate annual net sales to be paid to VIVUS increases in accordance with the achievement of specific thresholds of aggregate annual net sales of STENDRA in the Territory. If Auxilium’s net sales of STENDRA in a country are reduced by certain amounts following the entry of a generic product to the market, royalty payments will be reduced by certain percentages based on such reductions. Auxilium will also reimburse VIVUS for payments made to cover various obligations to Mitsubishi Tanabe Pharmaceutical Corporation during the term of the License Agreement.
Auxilium will receive an exclusive license, with a right to sublicense, subject to certain limitations, under certain of VIVUS’s trademarks, including STENDRA, to market, sell and distribute STENDRA for the treatment of erectile dysfunction in the Territory. In addition, Auxilium will receive an exclusive license, with a right to sublicense, subject to certain limitations, under certain of VIVUS’s patents and know-how (i) to use, distribute, import, promote, market, sell, offer for sale and otherwise commercialize STENDRA for the treatment of erectile dysfunction in the Territory, (ii) to make and have made STENDRA anywhere in the world, with certain exceptions, where STENDRA is solely for use or sale for the treatment of erectile dysfunction in the Territory, and (iii) to conduct certain development activities on STENDRA for the treatment of erectile dysfunction in support of obtaining regulatory approval in the Territory.
Auxilium will obtain STENDRA exclusively from VIVUS for a mutually agreed term pursuant to the Supply Agreement, as further described below. Auxilium may elect to transfer the control of the supply chain for STENDRA for the Territory to itself or its designee by assigning to Auxilium VIVUS’s agreements with the contract manufacturer, which is referred to below as the Supply Chain Transfer.
At VIVUS’s sole cost and expense, VIVUS shall be responsible for preparing and filing with the FDA the appropriate documents to obtain a label expansion for STENDRA referencing a specific time of onset claim. VIVUS shall use commercially reasonable efforts to obtain approval of such label expansion filing. Further, VIVUS shall be responsible for conducting any post-regulatory studies of STENDRA that are required by the FDA in the Territory. Such costs will be split equally between the parties up to a specified amount and then once the specified amount is reached VIVUS shall be solely responsible for the remainder of the costs.
The License Agreement will terminate on a country-by-country basis upon the later to occur of the following: (a) ten (10) years after the STENDRA product launch in such country; or (b) the expiration of the last to expire patents within the VIVUS patents covering STENDRA in such country. In addition, Auxilium may terminate the License Agreement (i) for any reason following the one (1) year anniversary of the STENDRA launch in the U.S upon one hundred eighty (180) days written notice, and (ii) upon the entry of a generic avanafil product into the market upon thirty (30) days written notice. VIVUS may terminate the License Agreement (i) immediately upon written notice to Auxilium if Auxilium is excluded from participation in the U.S. federal healthcare programs and fails to cure such exclusion within one hundred twenty (120) days, and (ii) if Auxilium challenges the VIVUS patents covering STENDRA upon written notice to Auxilium. Either party may terminate the License Agreement for the other party’s uncured material breach or bankruptcy.
Under the terms of the Supply Agreement, VIVUS will supply Auxilium with STENDRA drug product until December 31, 2018 at the latest. For 2015 and each subsequent year during the term of the Supply Agreement, if Auxilium fails to purchase an agreed minimum purchase amount of STENDRA from VIVUS, it will reimburse VIVUS for the shortfall as it relates to VIVUS’s out of pocket costs to acquire certain raw materials needed to manufacture STENDRA. Either party may terminate the Supply Agreement for the other party’s uncured material breach or bankruptcy, or upon the termination of the License Agreement. The Supply Agreement will automatically terminate upon completion of the Supply Chain Transfer, as described above.
Cost Reduction Plan
As part of the Company’s ongoing efforts to reduce costs by eliminating expenses that are not essential to expanding the use of Qsymia, the Company has implemented a cost reduction plan which will reduce the Company’s workforce by approximately 20 employees, or 17% of our workforce, excluding the sales force of 150, in the fourth quarter of 2013. The Company expects to complete the cost reduction plan by the end of 2013, and anticipates incurring pre-tax non-recurring charges in the range of $6 million to $8 million in the fourth quarter of 2013, including approximately $4 million to $5 million in employee termination costs, $1 million to $1.5 million in non-cash share-based compensation expense related to the automatic acceleration of vesting of unvested stock options held by the terminated employees, and $1 million to $1.5 million in operating lease exit costs. The Company expects to realize approximately $6 million to $8 million in annual net cost savings beginning in fiscal year 2014. The estimates of the charges and costs that the Company expects to incur and the annual net costs savings that the Company expects to realize in connection with the cost reduction plan, and the timing thereof, are subject to a number of assumptions and actual results may materially differ.
New Principal Financial Officer
On November 4, 2013, the Company and Timothy E. Morris entered into a letter agreement, or the Letter Agreement, in connection with the Amended and Restated Change of Control and Severance Agreement by and between the Company and Mr. Morris, effective as of July 1, 2013, or the Severance Agreement. In connection with the change in the majority of the Board of Directors of the Company and the material reduction or change in job duties and responsibilities as a result of no longer having the duties and responsibilities of the Chief Financial Officer or those associated as the head of investor relations, human resources and corporate development, the Company acknowledges and agrees that Mr. Morris is entitled to terminate his employment for Good Reason (as defined in the Severance Agreement). Under the terms of the Letter Agreement, Mr. Morris will continue his employment with the Company until December 31, 2013 to assist with the transition of his duties. On December 31, 2013, Mr. Morris’s employment will terminate automatically for Good Reason, and Mr. Morris will be entitled to severance payments and benefits pursuant to the terms of the Severance Agreement.
On November 5, 2013, the Board of Directors of the Company appointed Svai Sanford, the Company’s Corporate Controller, as interim Chief Financial Officer effective November 5, 2013, or the Effective Date. As of the Effective Date, Mr. Sanford has assumed the duties of the Company’s principal financial officer on an interim basis.
No new compensatory or severance arrangements were entered into in connection with Mr. Sanford’s appointment as interim Chief Financial Officer. |
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The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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Reclassifications | Reclassifications
Certain prior year amounts in the unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates
The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including critical accounting policies or estimates related to available-for-sale securities, debt instruments, research and development expenses, income taxes, inventories, revenues, contingencies and litigation and share-based compensation. The Company bases its estimates on historical experience, information received from third-parties and on various market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions or conditions. |
Revenue from Multiple Element Arrangements | Revenue from Multiple Element Arrangements
The Company accounts for multiple element arrangements, such as license and commercialization agreements in which a customer may purchase several deliverables, in accordance with ASC Topic 605-25, Revenue Recognition — Multiple-Element Arrangements, or ASC 605-25. The Company evaluates how the deliverables in an arrangement should be separated and how the consideration should be allocated. The Company allocates non-contingent consideration to each stand-alone deliverable based upon the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor-specific objective evidence, or VSOE, of selling price, if it exists, or third-party evidence, or TPE, of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses best estimated selling price, or BESP, for that deliverable. Revenue allocated to each element is then recognized based on when the following four basic revenue recognition criteria are met for each element: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured.
Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports. Changes in assumptions or judgments, or changes to the elements in an arrangement, could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.
ASC Topic 605-28, Revenue Recognition — Milestone Method, or ASC 605-28, established the milestone method as an acceptable method of revenue recognition for certain contingent, event-based payments under research and development arrangements. Under the milestone method, a payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event: (i) that can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from its performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that would result in additional payments being due to the Company. The determination that a milestone is substantive requires judgment and is made at the inception of the arrangement. Milestones are considered substantive when the consideration earned from the achievement of the milestone is: (i) commensurate with either the Company’s performance to achieve the milestone, or the enhancement of value of the item delivered as a result of a specific outcome resulting from its performance to achieve the milestone, (ii) relates solely to past performance, and (iii) is reasonable, relative to all deliverables and payment terms in the arrangement.
Other contingent, event-based payments received for which payment is either contingent solely upon the passage of time or the results of a collaborative partner’s performance are not considered milestones under ASC 605-28. In accordance with ASC 605-25, such payments will be recognized as revenue when all of the four basic revenue recognition criteria are met.
Revenues recognized for royalty payments are recognized as earned in accordance with the terms of the license and commercialization agreements.
In accordance with ASC 605-25, VIVUS identified the license and related know-how and supply services as separate deliverables under the agreements. The Company determined that the license and related know-how and supply services individually represent separate units of accounting because each deliverable has stand-alone value. The Company determined that the license and related know-how have stand-alone value based on various facts and circumstances in the arrangement, including Menarini’s option to sublicense. Although Menarini is precluded from reselling the license, Menarini’s ability to use the delivered license and related know-how for its intended purpose without the receipt of the remaining deliverable indicated that the license and related know-how have stand-alone value.
VIVUS determined that the supply services have stand-alone value because: (i) the manufacturing process is not proprietary to the Company; (ii) a third party manufacturer produces the product, and (iii) Menarini may at any time with notice to the Company elect to accept assignment of VIVUS’s agreements with the third party manufacturer, or manufacture the licensed product itself or contract with a third party manufacturer to produce it.
The Company allocated the non-contingent consideration relating to the stand-alone deliverables on the basis of relative selling price, which is BESP because VSOE or TPE are unavailable for these deliverables. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP for the license is based on discounted future projected cash flows relating to the licensed territories. Revenue related to the license was recognized in the third quarter of 2013 when the license and all related knowledge and data had been transferred. BESP for the supply services is based on third party costs to manufacture the licensed product, plus a mark-up consistent with similar agreements. Revenues allocated to the supply services will be recognized when the product has met all required specifications and the related title and risk of loss and damages have been transferred to Menarini. The Company has determined that achievement of any and all of the milestones is dependent solely upon the results of Menarini and therefore none of the milestones are deemed to be substantive. Royalties to be received from Menarini will be recognized by the Company based upon the net sales of the product by Menarini. As of September 30, 2013, no supply services have been provided and the SPEDRA drug product has not yet launched, thus no revenues for supply services and royalties have been recognized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments
Financial instruments include cash equivalents, available-for-sale securities, accounts payable and accrued liabilities. Available-for-sale securities are carried at estimated fair value. The carrying value of cash equivalents, accounts payable and accrued liabilities approximate their estimated fair value due to the relatively short-term nature of these instruments.
Debt instruments are initially recorded at fair value, with coupon interest and amortization of debt issuance discounts recognized in the statement of operations as interest expense at each period end while such instruments are outstanding. If the Company issues shares to discharge the liability, the debt obligation is derecognized and common stock and additional paid-in capital are recognized on the issuance of those shares.
The Company’s Convertible Notes contain a conversion option which is classified as equity. The Company determined the fair value of the liability component of the debt instrument and allocated the excess amount from the initial proceeds to the conversion option. The fair value of the debt component was determined by estimating a risk adjusted interest rate, or market yield, at the time of issuance for similar notes that do not include the conversion feature, or equity component. This excess is reported as a debt discount and is amortized as non-cash interest expense, using the interest method, over the expected life of the Convertible Notes.
Issuance costs related to the equity component of the Convertible Notes were charged to additional paid-in capital. The remaining portion related to the debt component is being amortized and recorded as additional interest expense over the expected life of the Convertible Notes. In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions with certain counterparties affiliated to the underwriters. The fair value of the purchased capped calls was recorded to stockholders’ equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company’s Form 10-K for the year ended December 31, 2012, that are of significance, or potential significance to the Company. |
Long Term Debt | The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options. Under ASC 470-20, issuers of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, are required to separately account for the liability (debt) and equity (conversion option) components. The Company analyzed the conversion feature to determine if it was required to be bifurcated and treated as a derivative liability and determined that it did not. Rather, the Company is required to separately account for the liability and equity components of the convertible debt instrument. The Company determined the fair value of the liability component by estimating a risk adjusted interest rate, or market yield, at the time of issuance for similar notes that do not include the equity component. To arrive at the appropriate risk adjusted rate, or market yield, for the Convertible Notes, the Company performed (i) a synthetic credit rating analysis estimating the issuer level credit rating of the Company using a regression model; (ii) research on appropriate market yields using option adjusted spread indications for similar credit ratings, and (iii) considered the market yield implied for the Convertible Notes from a binomial lattice model, or Level 3 inputs. The risk adjusted interest rate was used to compute the initial fair value of the liability component of $154.7 million. The excess of the proceeds received from the Convertible Notes over the amount allocated to the liability component, of $95.3 million, is allocated to the equity component and recorded to additional paid-in capital. This excess is reported as a debt discount and is amortized as non-cash interest expense, using the interest method, over the expected life of the Convertible Notes. The conversion option will not be subsequently remeasured as long as it continues to meet conditions for equity classification. |
Share-based compensation |
In accordance with ASC 718, all unamortized expense for options that were expected to vest on the date of grant and the modified fair value of the options that were not expected to vest on the date of grant (due to expected forfeitures) were immediately expensed.
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Available-for-Sale Securities |
As of September 30, 2013, the Company’s available-for-sale securities have original contractual maturities up to 23 months. However, the Company may or may not hold securities with stated maturities greater than 12 months until maturity. In response to changes in the availability of and the yield on alternative investments as well as liquidity requirements, the Company may sell these securities prior to their stated maturities. As these securities are viewed by the Company as available to support current operations, securities with maturities beyond 12 months are classified as current assets. Due to their short-term maturities, the Company believes that the fair value of its bank deposits, accounts payable and accrued expenses approximate their carrying value.
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Inventories and related reserves |
Inventories are stated at the lower of cost or market. Cost is determined using the weighted average method. The Company periodically evaluates the carrying value of inventory on hand for potential excess amount over demand using the same lower of cost or market approach as that used to value the inventory.
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Net Income (Loss) Per Share |
The Company computes basic net income (loss) per share applicable to common stockholders based on the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the weighted average number of common and common equivalent shares, which represent shares that may be issued in the future upon the exercise of outstanding stock options or upon a net share settlement of the Company’s Convertible Notes. Common share equivalents are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the price exceeds the average market price over the period have an anti-dilutive effect on net income per share and, accordingly, are excluded from the calculation. As discussed in Note 11, the triggering conversion conditions that allow holders of the Convertible Notes to convert have not been met. If such conditions are met and the note holders opt to convert, the Company may choose to pay in cash, common stock, or a combination thereof; however, if this occurs, the Company has the intent and ability to net share settle this debt security; thus the Company uses the treasury stock method for earnings per share purposes. Due to the effect of the capped call instrument purchased in relation to the Convertible Notes, there would be no net shares issued until the market value of the Company’s stock exceeds $20 per share, and thus no impact on diluted net income per share. Further, when there is a net loss, potentially dilutive common equivalent shares are not included in the calculation of net loss per share since their inclusion would be anti-dilutive.
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X | ||||||||||
- Definition
Disclosure of accounting policy for reporting any exceptions to the comparability of prior year financial data with data shown for the most recent accounting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for costs incurred to obtain or issue debt, the effects of refinancings, method of amortizing deferred financing costs and original issue discount, and classifications of debt on the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for investments in debt and equity securities that are classified as available-for-sale. This policy also may describe the entity's accounting treatment for transfers between investment categories, how the entity determines whether impairments of available-for-sale securities are other than temporary, and how the fair values of such securities are determined. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of the adoption of new accounting pronouncements that may impact the entity's financial reporting. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
Disclosure of accounting policy for revenue recognition for multiple-deliverable arrangements including, at a minimum (as applicable): (1) the nature of such arrangements, (2) the significant deliverables within the arrangements, (3) the general timing of delivery or performance of service for the deliverables within the arrangements, (4) performance-, cancellation-, termination- or refund-type provisions, (5) a discussion of the significant factors, inputs, assumptions, and methods used to determine selling price (whether vendor-specific objective evidence, third-party evidence, or estimated selling price) for the significant deliverables, (6) whether the significant deliverables in the arrangements qualify as separate units of accounting and the reasons that they do not qualify as separate units of accounting, if applicable, and (7) the general timing of revenue recognition for significant units of accounting. This element is applicable to all multiple-deliverable arrangements, including software arrangements (for example, software products, upgrades or enhancements, postcontract customer support, or services). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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SHARE-BASED COMPENSATION (Tables)
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Sep. 30, 2013
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Schedule of share-based compensation expense | Total share-based compensation expense for all of the Company’s share-based awards is as follows (in thousands):
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- Definition
Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES (Tables)
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Sep. 30, 2013
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CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value and amortized cost of cash, cash equivalents, and available-for-sale securities by major security type | As of September 30, 2013 (in thousands):
As of December 31, 2012 (in thousands):
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- Details
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- Definition
Tabular disclosure of the components of cash, cash equivalents, and short-term investments. Short-term investments may include current marketable securities. No definition available.
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INVENTORIES (Tables)
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Sep. 30, 2013
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INVENTORIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of inventory | Inventories consist of (in thousands):
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- Details
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X | ||||||||||
- Definition
Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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PREPAID EXPENSES AND OTHER ASSETS (Tables)
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Sep. 30, 2013
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PREPAID EXPENSES AND OTHER ASSETS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of prepaid expenses and other assets | Prepaid expenses and other assets consist of (in thousands):
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- Definition
Tabular disclosure of the carrying amounts of other assets. This disclosure includes other current assets and other noncurrent assets. No definition available.
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NON-CURRENT ASSETS (Tables)
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Sep. 30, 2013
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NON-CURRENT ASSETS | |||||||||||||||||||||||||||||||||||||||||
Schedule of non-current assets | Non-current assets consist of (in thousands):
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X | ||||||||||
- Definition
Tabular disclosure of noncurrent assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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ACCRUED AND OTHER LIABILITIES (Tables)
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Sep. 30, 2013
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ACCRUED AND OTHER LIABILITIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accrued and other liabilities | Accrued and other liabilities consist of (in thousands):
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- Details
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X | ||||||||||
- Definition
Tabular disclosure of the components of accrued liabilities. No definition available.
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NON-RECURRING CHARGES (Tables)
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Schedule of non-recurring charges | Total non-recurring charges, primarily related to the proxy contest with First Manhattan, consist of (in thousands):
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- Details
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X | ||||||||||
- Definition
Tabular disclosure of the nature and financial statement effects of all material events or transactions (that would not reasonably be expected to recur in the foreseeable future) that possesses a high degree of abnormality and are incidentally related to, the ordinary and typical activities of the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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LONG TERM DEBT (Tables)
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LONG TERM DEBT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of debt | The following table summarizes information on the debt (in thousands) as of:
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- Details
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X | ||||||||||
- Definition
Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. No definition available.
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SHARE-BASED COMPENSATION (Details) (USD $)
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3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2013
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Sep. 30, 2012
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Sep. 30, 2013
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Sep. 30, 2012
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SHARE-BASED COMPENSATION | ||||
Share-based compensation expense | $ 15,819,000 | $ 4,680,000 | $ 27,755,000 | $ 10,922,000 |
Research and development
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SHARE-BASED COMPENSATION | ||||
Share-based compensation expense | 363,000 | 1,194,000 | 2,217,000 | 2,659,000 |
Selling, general and administrative
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SHARE-BASED COMPENSATION | ||||
Share-based compensation expense | 2,740,000 | 3,486,000 | 12,822,000 | 8,263,000 |
Non-recurring charges
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SHARE-BASED COMPENSATION | ||||
Share-based compensation expense | 12,716,000 | 12,716,000 | ||
Inventory
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SHARE-BASED COMPENSATION | ||||
Total share-based compensation cost capitalized as part of cost of inventory | $ 75,000 | $ 467,000 |
X | ||||||||||
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Represents the compensation cost capitalized during the period arising from equity-based compensation arrangements (for example, shares of stock, units, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
This item represents the cost of debt and equity securities, which are categorized neither as held-to-maturity nor trading, net of adjustments including accretion, amortization, collection of cash, previous other-than-temporary impairments recognized in earnings (less any cumulative-effect adjustments recognized, as defined), and fair value hedge accounting adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents Available-for-sale Securities which consist of all investments in certain debt and equity securities neither classified as trading or held-to-maturity securities. A debt security represents a creditor relationship with an enterprise. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities which are categorized as Available-for-sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
This item represents the gross unrealized gains for securities, at a point in time, which are categorized neither as held-to-maturity nor trading securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
|
X | ||||||||||
- Definition
Represents the cost of debt and equity securities including cash and cash equivalents, which are categorized neither as held-to-maturity nor trading, net of adjustments including accretion, amortization, collection of cash, previous other-than-temporary impairments recognized in earnings (less any cumulative-effect adjustments recognized, as defined), and fair value hedge accounting adjustments, if any. No definition available.
|
X | ||||||||||
- Definition
Represents the estimated fair value of available-for-sale securities, which consist of all investments including cash and cash equivalents in certain debt and equity securities neither classified as trading nor as held-to-maturity securities. No definition available.
|
X | ||||||||||
- Definition
Represents the maturity period of available-for-sale securities. No definition available.
|
CASH, CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES (Details 2) (Recurring basis, USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Level 2
|
||
Fair value measurements | ||
Assets where Level 2 or Level 3 valuation techniques were used | $ 0 | $ 0 |
Liabilities where Level 2 or Level 3 valuation techniques were used | 0 | 0 |
Level 3
|
||
Fair value measurements | ||
Assets where Level 2 or Level 3 valuation techniques were used | 0 | 0 |
Liabilities where Level 2 or Level 3 valuation techniques were used | $ 0 | $ 0 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents investment securities as of the balance sheet date which may include marketable securities, derivative financial instruments, and investments accounted for under the equity method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. The amount shown on an entity's books for liabilities related to investment contracts (guaranteed investment contract, annuities), net of any reductions or offsets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
INVENTORIES (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2013
|
Dec. 31, 2012
|
|
Inventory balances | |||
Raw materials | $ 23,746 | $ 23,746 | $ 5,139 |
Work in process | 609 | 609 | 2,635 |
Finished goods | 12,981 | 12,981 | 17,506 |
Deferred costs | 582 | 582 | 73 |
Total | 37,918 | 37,918 | 25,353 |
Total charge for inventories on hand in excess of demand, plus a purchase commitment fee | $ 0 | $ 10,225 |
X | ||||||||||
- Definition
Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of merchandise or goods held by the company that are readily available for sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of unprocessed items to be consumed in the manufacturing or production process. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Gross amount of merchandise or materials to which the entity holds the title, but physically at another entity's facilities (for example, but not limited to, work in process may be temporarily at the site of a subcontractor). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
PREPAID EXPENSES AND OTHER ASSETS (Details) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
PREPAID EXPENSES AND OTHER ASSETS | ||
Prepaid insurance | $ 3,382 | $ 6,979 |
Prepaid sales and marketing expenses | 4,791 | 5,735 |
Prepaid medical affairs expenses | 3,136 | 1,782 |
Manufacturing capacity commitment fees | 823 | 2,300 |
Withholding tax receivable | 5,322 | |
Other prepaid expenses and assets | 3,226 | 2,363 |
Total | $ 20,680 | $ 19,159 |
X | ||||||||||
- Definition
Carrying amount, as of the balance sheet date, of current assets which have not been itemized or categorized in the footnotes to the financial statements and are a component of Other Assets, Current (OtherAssetsCurrent). Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of unamortized costs of insurance coverage, which will be charged against earnings ratably over the period in which contractually agreed upon coverage's will be in effect; such periods expire within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of payments made in advance for income and other taxes, which will be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of amounts paid in advance for manufacturing capacity commitment fees, which will be conducted within one year or the normal operating cycle, if longer. No definition available.
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of amounts paid in advance for medical affairs expenses which will be conducted within one year or the normal operating cycle, if longer. No definition available.
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of amounts paid in advance for sales and marketing expenses which will be conducted within one year or the normal operating cycle, if longer. No definition available.
|
NON-CURRENT ASSETS (Details) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
NON-CURRENT ASSETS | ||
Debt issuance costs | $ 6,169 | |
Other non-current assets | 1,705 | 287 |
Total | $ 7,874 | $ 287 |
X | ||||||||||
- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Net amount of long-term deferred finance costs capitalized at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
ACCRUED AND OTHER LIABILITIES (Details) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
ACCRUED AND OTHER LIABILITIES | ||
Accrued employee compensation and benefits | $ 5,999 | $ 3,859 |
Accrued manufacturing costs | 407 | 4,135 |
Accrued sales and marketing expenses | 624 | 2,908 |
Accrued interest on debt (see Note 11) | 6,385 | |
Accrued research and clinical expenses | 3,405 | 1,372 |
Other accrued liabilities | 4,292 | 1,503 |
Liabilities of discontinued operations | 903 | |
Total | $ 21,112 | $ 14,680 |
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable for the marketing, trade and selling of the entity's goods and services. Marketing costs would include expenditures for planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services; costs of public relations and corporate promotions; and obligations incurred and payable for sales discounts, rebates, price protection programs, etc. offered to customers and under government programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
X | ||||||||||
- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of current obligations (due less than one year or one operating cycle, if longer) arising from the sale, disposal or planned sale in the near future (generally within one year) of a disposal group, including a component of the entity (discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the carrying value as of the balance sheet date of obligations incurred and payable, pertaining to manufacturing costs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
X | ||||||||||
- Definition
This element represents the carrying value as of the balance sheet date of obligations incurred and payable, pertaining to research and clinical costs that are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
NON-RECURRING CHARGES (Details) (USD $)
|
3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
Nonrecurring transaction
|
Sep. 30, 2013
Nonrecurring transaction
|
Jul. 18, 2013
Nonrecurring transaction
Proxy Related Lawsuits
|
|
Other Nonrecurring (Income) Expense [Abstract] | |||||||
Share-based compensation (see Note 2) | $ 15,819,000 | $ 4,680,000 | $ 27,755,000 | $ 10,922,000 | $ 12,716,000 | $ 12,716,000 | |
Proxy contest expenses | 5,155,000 | 8,863,000 | |||||
Employee termination and related costs | 2,872,000 | 2,872,000 | |||||
Operating lease exit costs | 216,000 | ||||||
Non-recurring charges | 20,743,000 | 24,667,000 | 20,743,000 | 24,667,000 | |||
Reimbursement of expenses incurred in connection with proxy solicitation | $ 3,000,000 |
X | ||||||||||
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The charge against earnings in the period, comprised of costs incurred associated with an exit or disposal activity other than for a discontinued operations as defined under generally accepted accounting principles. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of consideration the entity has agreed to pay to settle a legal matter. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Expenses charged against earnings in the period of an event that is infrequent in occurrence or unusual in nature. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The charge against earnings in the period for known and estimated costs of termination benefits provided to current employees that are involuntarily terminated under a benefit arrangement associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding costs or losses pertaining to an entity newly acquired in a business combination or a discontinued operation as defined by generally accepted accounting principles and costs associated with one-time termination benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the expenses incurred by the entity which are directly related and attributable to the proxy contest. No definition available.
|
DEFERRED REVENUE (Details)
|
0 Months Ended | 1 Months Ended | |||||
---|---|---|---|---|---|---|---|
Sep. 30, 2013
USD ($)
|
Dec. 31, 2012
USD ($)
|
Sep. 30, 2013
Upfront payments
Qsymia
USD ($)
|
Jul. 05, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
EUR (€)
|
Sep. 30, 2013
License and Commercialization Agreement
Royalties
SPEDRA
Menarini Group
EUR (€)
|
Sep. 30, 2013
License and Commercialization Agreement
Royalties
SPEDRA
Menarini Group
USD ($)
|
|
DEFERRED REVENUE | |||||||
Deferred revenue | $ 20,147,000 | $ 1,150,000 | $ 9,500,000 | € 8,000,000 | $ 10,600,000 | ||
Prepayment received for future royalties | 6,700,000 | 6,700,000 | |||||
Prepayment received for future royalties before withholding tax | € 8,000,000 | € 8,000,000 | |||||
Reimbursable withholding tax rate (as a percent) | 16.00% | 16.00% | 16.00% |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash received for royalties during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the amount of prepayment received for royalties before withholding tax. No definition available.
|
X | ||||||||||
- Definition
Represents the rate of withholding tax. No definition available.
|
LICENSE AND COMMERCIALIZATION AGREEMENT AND COMMERCIAL SUPPLY AGREEMENT WITH MENARINI (Details)
|
3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
USD ($)
|
Sep. 30, 2013
USD ($)
|
Jul. 05, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
EUR (€)
item
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
EUR (€)
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
USD ($)
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
EUR (€)
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
USD ($)
|
Sep. 30, 2013
License and Commercialization Agreement
SPEDRA
Menarini Group
EUR (€)
|
|
License and commercial agreement and commercial supply agreement with Menarini | ||||||||
Number of European countries covered under the license agreement | 40 | |||||||
Potential amount of approval and sales milestone to be received | € 79,000,000 | |||||||
Payment for non-refundable, non-creditable license fee received | 6,700,000 | |||||||
Payment for non-refundable, non-creditable license fee received before reimbursable withholding tax | 8,000,000 | |||||||
Reimbursable withholding tax rate (as a percent) | 16.00% | 16.00% | ||||||
Proceeds from payments for regulatory milestone | 6,700,000 | |||||||
Proceeds from payments for regulatory milestone before reimbursable withholding tax | 8,000,000 | |||||||
Reimbursable withholding tax rate on payment of regulatory milestone (as a percent) | 16.00% | |||||||
Prepayment received for future royalties | 6,700,000 | |||||||
Prepayment received for future royalties before withholding tax | 8,000,000 | |||||||
License revenue | 21,000,000 | 21,000,000 | 21,000,000 | 16,000,000 | 21,000,000 | 16,000,000 | ||
Revenues for supply services and royalties | $ 0 | $ 0 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Revenue from multiple-deliverable arrangements that include licensing fees and services revenue. Licensing revenue is consideration received from another party for the right to use, but not own, certain of the entity's intangible assets. Licensing arrangements include, but are not limited to, rights to use a patent, copyright, technology, manufacturing process, software or trademark. Licensing fees are generally, but not always, fixed as to amount and not dependent upon the revenue generated by the licensing party. An entity may receive licensing fees for licenses that also generate royalty payments to the entity. Services revenue may be derived by providing other, nonspecified, services during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash received from licensees for license fees during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash received for royalties during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the amount of license fee received for royalties before withholding tax under the agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the number of European countries covered under the license and commercialization agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the potential amount of approval and sales milestone to be received by the entity under the agreement. No definition available.
|
X | ||||||||||
- Definition
The amount of consideration received during the period for the regulatory milestone. No definition available.
|
X | ||||||||||
- Definition
The amount of consideration received during the period for the regulatory milestone before withholding tax. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of prepayment received for royalties before withholding tax. No definition available.
|
X | ||||||||||
- Definition
Represents the supply service and royalty revenue recognized under the agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the rate of withholding tax. No definition available.
|
X | ||||||||||
- Definition
Represents the rate of withholding tax on payment of regulatory milestone. No definition available.
|
LONG TERM DEBT (Details) (USD $)
|
9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
May 29, 2013
Convertible Senior Notes Due 2020
|
Sep. 30, 2013
Convertible Senior Notes Due 2020
|
Sep. 30, 2013
Convertible Senior Notes Due 2020
|
May 21, 2013
Convertible Senior Notes Due 2020
|
Sep. 30, 2013
Convertible Senior Notes Due 2020
Additional Paid-in Capital
|
Sep. 30, 2013
Convertible Senior Notes Due 2020
Non-current assets
|
Sep. 30, 2013
Senior Secured Notes Due 2018
|
Sep. 30, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
|
Sep. 30, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
|
Mar. 25, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
|
Mar. 25, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
Minimum
|
Mar. 25, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
Maximum
|
Apr. 09, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
Initial closing
|
Mar. 25, 2013
Senior Secured Notes Due 2018
Purchase of a debt-like instrument from BioPharma
Secondary closing
|
|
Long-term debt | |||||||||||||||
Amount of offering | $ 220,000,000 | ||||||||||||||
Interest rate (as a percent) | 4.50% | ||||||||||||||
Additional aggregate principal amount | 30,000,000 | ||||||||||||||
Net proceeds from offering | 290,247,000 | 241,800,000 | 48,400,000 | ||||||||||||
Shares of common stock into which debt is convertible | 16,826,000 | ||||||||||||||
Conversion rate in proportion to principal amount of Convertible Notes | $ 0.0673038 | ||||||||||||||
Conversion price per share (in dollars per share) | $ 14.858 | $ 14.858 | |||||||||||||
Initial fair value of the liability component | 204,738,000 | 154,738,000 | 154,738,000 | 154,700,000 | |||||||||||
Carrying value of the equity component | 95,300,000 | ||||||||||||||
Debt issuance costs | 8,200,000 | 3,100,000 | 5,100,000 | 1,600,000 | |||||||||||
Combined effective interest rate (as a percent) | 15.20% | ||||||||||||||
Total interest expense recognized | 5,700,000 | 8,100,000 | |||||||||||||
Amortization of debt discount | 3,400,000 | 4,900,000 | |||||||||||||
Remaining expected life | 5 years 2 months 12 days | ||||||||||||||
Cap price of capped call transactions (in dollars per share) | $ 20 | ||||||||||||||
Fair value of capped calls | 34,700,000 | ||||||||||||||
Amount received | 50,000,000 | ||||||||||||||
Amount received in funding and facility payments | 500,000 | ||||||||||||||
Additional discretionary amount receivable | 60,000,000 | ||||||||||||||
Additional discretionary amount receivable in funding and facility payments | 600,000 | ||||||||||||||
Amount of reasonable and documented out-of-pocket legal costs and fees for which entity is responsible | 300,000 | ||||||||||||||
Scheduled quarterly payment amount as a percentage of net sales | 25.00% | ||||||||||||||
Amount due as a percentage of net sales, if scheduled quarterly payments are less than 25% of the net sales | 25.00% | ||||||||||||||
Make-whole premium ratio | 1.03 | ||||||||||||||
Annual implied effective interest rate (as a percent) | 13.38% | 13.38% | |||||||||||||
Imputed interest | $ 1,700,000 | $ 3,200,000 |
X | ||||||||||
- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The ratio applied to the debt for purposes of determining the number of shares of the equity security into which the debt will be converted. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The effective interest rate on the liability component of convertible debt instrument which may be settled in cash upon conversion, including partial cash settlement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Interest expense related to convertible debt instruments which has been recognized for the period, including the contractual interest coupon and amortization of the debt discount, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of equity instruments that the holder of the debt instrument would receive if the debt was converted to equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Increase of additional borrowings on existing and new debt instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of debt issuance costs (for example, but not limited to, legal, accounting, broker, and regulatory fees). No definition available.
|
X | ||||||||||
- Definition
The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. No definition available.
|
X | ||||||||||
- Definition
The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. No definition available.
|
X | ||||||||||
- Definition
Represents the cap price of the capped call transactions. No definition available.
|
X | ||||||||||
- Definition
Represents the value of capped call transactions. No definition available.
|
X | ||||||||||
- Definition
Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition
Additional discretionary amount receivable at the option of the entity under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Additional discretionary amount receivable in funding and facility payments at the option of the entity under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Amount due as percentage of net sales if scheduled quarterly payments is less than specified percentage under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Amount received under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Amount received in funding and facility payments under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of imputed interest under the purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Amount of reasonable and documented out-of-pocket legal costs and fees under the terms of purchase and sale agreement for which entity is responsible. No definition available.
|
X | ||||||||||
- Definition
Represents the make-whole premium ratio defined under the terms of purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the scheduled quarterly payment amount as percentage of net sales required to be made within a specified period under the terms of purchase and sale agreement. No definition available.
|
LONG TERM DEBT (Details 2) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2013
|
May 21, 2013
|
---|---|---|
Long-term debt | ||
Fair value of the liability component | $ 204,738 | |
Accumulated accretion of discount | 4,904 | |
Net carrying amount | 209,642 | |
Convertible Senior Notes Due 2020
|
||
Long-term debt | ||
Fair value of the liability component | 154,738 | 154,700 |
Accumulated accretion of discount | 4,904 | |
Net carrying amount | 159,642 | |
Senior Secured Notes Due 2018
|
||
Long-term debt | ||
Net carrying amount | $ 50,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. No definition available.
|
NET INCOME (LOSS) PER SHARE (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
|
NET INCOME (LOSS) PER SHARE | ||||
Equivalent shares of options excluded from computation of diluted net income (loss) per share because anti-dilutive effect | 5,626,000 | 4,242,000 | 6,026,000 | 4,053,000 |
Convertible Notes
|
||||
Net income (loss) per share | ||||
Net shares issued | 0 | |||
Minimum stock price to trigger conversion of debt (in dollars per share) | $ 20 |
X | ||||||||||
- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Price of the entity's common stock which would be required to be attained for the conversion feature embedded in the debt instrument to become effective. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
LEGAL MATTERS (Details) (USD $)
|
0 Months Ended | ||||
---|---|---|---|---|---|
Jul. 16, 2013
First Manhattan
|
Nov. 30, 2010
Federal securities class action lawsuit
person
|
Jul. 12, 2013
Shareholder derivative lawsuit
|
Jul. 12, 2013
Proxy Related Lawsuits
First Manhattan
|
Jul. 18, 2013
Proxy Related Lawsuits
First Manhattan
|
|
Securities Related Class Action Lawsuits | |||||
Loss contingency, number of officers, defendants in lawsuit | 2 | ||||
Amount of damages sought | $ 0 | $ 0 | |||
Outstanding shares of common stock owned (as a percent) | 9.90% | ||||
Reimbursement of expenses incurred in connection with proxy solicitation | $ 3,000,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The value (monetary amount) of the award the plaintiff seeks in the legal matter. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of consideration the entity has agreed to pay to settle a legal matter. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity. No definition available.
|
X | ||||||||||
- Definition
Represents the number of officers those are defendants in a putative class action lawsuit with the entity. No definition available.
|
SUBSEQUENT EVENTS (Details) (USD $)
|
0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 10, 2013
Approval by the FDA
Forecast
|
Oct. 10, 2013
Milestone based on net sales target met
Forecast
|
Sep. 01, 2013
Manufacturing and Supply Agreement for Avanafil Tablets
SPEDRA
Sanofi Winthrop Industrie
|
Dec. 31, 2013
Subsequent event
Forecast
item
|
Jan. 02, 2014
Subsequent event
Forecast
Maximum
|
Dec. 31, 2013
Subsequent event
Forecast
Maximum
|
Jan. 02, 2014
Subsequent event
Forecast
Minimum
|
Dec. 31, 2013
Subsequent event
Forecast
Minimum
|
Oct. 10, 2013
Subsequent event
License and Commercialization Agreement
STENDRA
Auxilium Pharmaceuticals, Inc.
|
Oct. 31, 2013
Subsequent event
License and Commercialization Agreement
STENDRA
Auxilium Pharmaceuticals, Inc.
|
Oct. 10, 2013
Subsequent event
License and Commercialization Agreement
STENDRA
Auxilium Pharmaceuticals, Inc.
Maximum
|
|
Subsequent events | |||||||||||
Upfront payments received | $ 30,000,000 | ||||||||||
Amount of regulatory milestone payment which the entity is eligible to receive | 15,000,000 | 255,000,000 | |||||||||
Termination period of the agreement from the launch of the product | 10 years | ||||||||||
Period from the STENDRA launch in the U.S after which the agreement can be terminated by the counterparty | 1 year | ||||||||||
Notice period for termination of the agreement by the counterparty after one year anniversary of the STENDRA launch in the U.S | 180 days | ||||||||||
Notice period for termination of the agreement by the counterparty upon the entry of a generic avanafil product into the market | 30 days | ||||||||||
Period available to the counterparty to cure the exclusion from participation in the U.S. federal healthcare programs in order to avoid the termination of the agreement by the entity | 120 days | ||||||||||
Initial term | 5 years | ||||||||||
Additional period of auto-renewal | 2 years | ||||||||||
Number of employees reduced | 20 | ||||||||||
Number of employees reduced (as a percent) | 17.00% | ||||||||||
Number of sales force excluded from the total workforce | 150 | ||||||||||
Pre-tax restructuring charges | 8,000,000 | 6,000,000 | |||||||||
Employee termination costs | 5,000,000 | 4,000,000 | |||||||||
Non-cash share-based compensation expense related to the automatic acceleration of vesting of unvested stock options | 1,500,000 | 1,000,000 | |||||||||
Operating lease exit costs | 1,500,000 | 1,000,000 | |||||||||
Annual net cost savings | $ 8,000,000 | $ 6,000,000 |
X | ||||||||||
- Definition
The charge against earnings in the period, comprised of costs incurred associated with an exit or disposal activity other than for a discontinued operations as defined under generally accepted accounting principles. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash received from licensees for license fees during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The expected number of positions to be eliminated as a result of restructuring activities. No definition available.
|
X | ||||||||||
- Definition
Amount charged against earnings in the period for incurred and estimated costs associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding asset retirement obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of consideration recognized during the period for the milestone or milestones. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The charge against earnings in the period for known and estimated costs of termination benefits provided to current employees that are involuntarily terminated under a benefit arrangement associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding costs or losses pertaining to an entity newly acquired in a business combination or a discontinued operation as defined by generally accepted accounting principles and costs associated with one-time termination benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Additional share-based compensation cost recognized as a result of an occurrence of an event that accelerates its recognition. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the expiration period of products covered under the license and commercialization agreement starting from product launch. No definition available.
|
X | ||||||||||
- Definition
Represents the notice period for termination of the agreement by the counterparty after the one year anniversary of the domestic product launch. No definition available.
|
X | ||||||||||
- Definition
Represents the notice period for termination of the agreement by the counterparty upon entry of the generic product into the market. No definition available.
|
X | ||||||||||
- Definition
Represents the period available to the counterparty to cure the exclusion from participation in domestic federal healthcare programs in order to avoid the termination of agreement by the entity. No definition available.
|
X | ||||||||||
- Definition
Represents the period from the domestic product launch after which the agreement can be terminated by the counterparty. No definition available.
|
X | ||||||||||
- Definition
Specifies the automatic renewal of additional term covered by the arrangement. No definition available.
|
X | ||||||||||
- Definition
Specifies the initial term covered by the arrangement. No definition available.
|
X | ||||||||||
- Definition
Represents the annual, net cost savings realized in connection with the restructuring plan. No definition available.
|
X | ||||||||||
- Definition
Represents the expected number of positions to be eliminated as a result of restructuring activities, expressed as a percentage of the total workforce. No definition available.
|
X | ||||||||||
- Definition
Represents the number of sales force excluded from the total workforce for computation of the percentage of position eliminated. No definition available.
|