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Discontinued Operations - Sale of Commercial Business
12 Months Ended
Dec. 31, 2017
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations - Sale of Commercial Business

2. Discontinued Operations - Sale of Commercial Business

Ipsen

As of March 31, 2017, the Commercial Business met all the conditions to be classified as held-for-sale and represents a discontinued operation since the disposal of the Commercial Business is a strategic shift that will have a major effect on the Company’s operations and financial results. The Company will not have further significant involvement in the operations of the discontinued Commercial Business. The operating results of the Commercial Business are reported as discontinued operations, net of tax in the consolidated statements of operations and comprehensive income (loss) for all periods presented. In addition, in the consolidated balance sheet as of December 31, 2016, the assets and liabilities held for sale have been presented separately. This change is reflected throughout the financial statements as appropriate.

As discussed in Note 1, “Nature of the Business and Summary of Significant Accounting Policies,” on April 3, 2017, the Company completed the sale of the Commercial Business to Ipsen. Pursuant to the Asset Sale Agreement, the Company may be entitled to up to $450.0 million in additional payments based on the achievement by or on behalf of Ipsen of certain milestone events if the U.S. Food and Drug Administration (the “FDA”) approves ONIVYDE for certain indications as follows: (i) $225.0 million upon the regulatory approval by the FDA of ONIVYDE for the first-line treatment of metastatic adenocarcinoma of the pancreas (a) in combination with fluorouracil and leucovorin (with or without oxaliplatin), (b) in combination with gemcitabine and abraxane or (c) following submission and filing of regulatory approval by Ipsen for purposes of commercialization by Ipsen; (ii) $150.0 million upon the regulatory approval by the FDA of ONIVYDE for the treatment of small cell lung cancer after failure of first-line chemotherapy; and (iii) $75.0 million upon the regulatory approval by the FDA of ONIVYDE for an additional indication unrelated to those described above.

Discontinued Operations and Assets Held for Sale

The consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 reflect the operations of the Commercial Business as a discontinued operation. Discontinued operations for the years ended December 31, 2017, 2016 and 2015 includes the following:

 

(in thousands)

 

Years Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues, net

 

$

16,135

 

 

$

53,064

 

 

$

4,328

 

License and collaboration revenues

 

 

7,797

 

 

 

87,119

 

 

 

84,930

 

Other revenues

 

 

1,973

 

 

 

4,090

 

 

 

 

Total revenues

 

 

25,905

 

 

 

144,273

 

 

 

89,258

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

3,890

 

 

 

6,912

 

 

 

46

 

Research and development expenses

 

 

3,002

 

 

 

51,352

 

 

 

39,955

 

Selling, general and administrative expenses

 

 

10,907

 

 

 

48,677

 

 

 

33,747

 

Restructuring expenses

 

 

9,535

 

 

 

146

 

 

 

 

Total costs and expenses

 

 

27,334

 

 

 

107,087

 

 

 

73,748

 

Other income and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,743

)

 

 

(21,196

)

 

 

(463

)

Gain on sale of Commercial Business

 

 

601,670

 

 

 

 

 

 

 

Income from discontinued operations

 

$

593,498

 

 

$

15,990

 

 

$

15,047

 

Income tax expense

 

 

(46,626

)

 

 

(13,224

)

 

 

(11,215

)

Total income from discontinued operations

 

$

546,872

 

 

$

2,766

 

 

$

3,832

 

 

The carrying value of the assets and liabilities of the Commercial Business classified as “Assets held for sale” in the consolidated balance sheets are as follows:

 

(in thousands)

 

December 31,

2016

 

Assets

 

 

 

 

Current assets:

 

 

 

 

Accounts receivable, net

 

$

17,194

 

Inventory

 

 

14,554

 

Prepaid expenses and other current assets

 

 

1,547

 

Total current assets held for sale

 

 

33,295

 

Property and equipment, net

 

 

1,553

 

Intangible assets, net

 

 

3,977

 

Goodwill

 

 

3,605

 

Total long-term assets held for sale

 

 

9,135

 

Liabilities

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable, accrued expenses and other

 

 

21,312

 

Deferred revenues

 

 

36,226

 

Total current liabilities held for sale

 

 

57,538

 

Deferred revenues, net of current portion

 

 

25,673

 

Total long-term liabilities held for sale

 

 

25,673

 

The Company has reclassified approximately $0.6 million of accounts payable, accrued expenses and other from continuing operations to discontinuing operations for the year ended December 31, 2016.