e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30,
2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 0-19311
BIOGEN IDEC INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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33-0112644
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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133 Boston Post Road, Weston, MA 02493
(781) 464-2000
(Address, including zip code,
and telephone number, including
area code, of registrants principal executive
offices)
Indicate by check mark whether the registrant (1) has 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 the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days: Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files): Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act): Yes o No þ
The number of shares of the issuers Common Stock,
$0.0005 par value, outstanding as of July 22, 2011,
was 242,545,771 shares.
BIOGEN
IDEC INC.
FORM 10-Q
Quarterly Report
For the Quarterly Period Ended June 30, 2011
TABLE OF CONTENTS
2
NOTE REGARDING
FORWARD-LOOKING STATEMENTS
In addition to historical information, this report contains
forward-looking statements that are based on our current beliefs
and expectations. These forward-looking statements may be
accompanied by such words as anticipate,
believe, estimate, expect,
forecast, intend, may,
plan, project, target,
will and other words and terms of similar meaning.
Reference is made in particular to forward-looking statements
regarding:
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the anticipated amount and timing of joint business revenues,
royalty revenues, milestone and other payments under licensing
or collaboration agreements, income tax contingencies, doubtful
accounts, cost of sales, currency hedges, and amortization of
intangible assets;
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availability and impact of the JC virus assay and other risk
stratification protocols for TYSABRI;
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the assumed remaining life of the core technology relating to
AVONEX and expected lifetime revenue of AVONEX;
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the development of and data and market exclusivity rights
associated with the commercialization of BG-12;
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the incidence, timing, outcome and impact of litigation,
proceedings related to patents and other intellectual property
rights, tax audits and assessments, product liability claims,
and other legal proceedings;
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the timing and impact of accounting standards;
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the costs and timing of programs in our clinical pipeline;
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the impact of U.S. healthcare reform, including the annual
fee on prescription drug manufacturers, and other measures
designed to reduce healthcare costs;
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the impact that the deterioration of the credit and economic
conditions in certain countries in Europe may have on the
collection of outstanding receivables in such countries;
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our ability to finance our operations and business initiatives
and obtain funding for such activities;
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the expected activity of our share repurchase program;
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the financial and operational impact and timing of our framework
for growth;
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the impact of centralizing the RITUXAN sales force with
Genentech;
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the use, location, plans for, and financial impact of our
manufacturing facilities, corporate headquarters and other
properties; and
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the drivers for growing our business, including our plans to
pursue external business development and research opportunities,
and the impact of competition.
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These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those
reflected in such forward-looking statements, including those
discussed in the Risk Factors section of this
report and elsewhere within this report. You should not place
undue reliance on these statements. Forward-looking statements
speak only as of the date of this report. We do not undertake
any obligation to publicly update any forward-looking statements.
NOTE REGARDING
COMPANY AND PRODUCT REFERENCES
Throughout this report, Biogen Idec, the
Company, we, us and
our refer to Biogen Idec Inc. and its consolidated
subsidiaries. References to RITUXAN refer to both
RITUXAN (the trade name for rituximab in the U.S., Canada and
Japan) and MabThera (the trade name for rituximab outside the
U.S., Canada and Japan), and ANGIOMAX refers to both
ANGIOMAX (the trade name for bivalirudin in the U.S., Canada and
Latin America) and ANGIOX (the trade name for bivalirudin in
Europe).
NOTE REGARDING
TRADEMARKS
AVONEX®
and
RITUXAN®
are registered trademarks of Biogen Idec.
FUMADERMtm
and AVONEX
PENtm
are trademarks of Biogen Idec.
TYSABRI®
is a registered trademark of Elan Pharmaceuticals, Inc. The
following are trademarks of the respective companies listed:
ANGIOMAX®
and
ANGIOX®
The Medicines Company;
ARZERRAtm
Glaxo Group Limited;
AMEVIVE®
Astellas U.S. LLC;
BETASERON®
and
BETAFERON®
Bayer Schering Pharma AG;
EXTAVIA®
Novartis AG;
FAMPYRA®
Acorda Therapeutics, Inc.; and
REBIF®
Ares Trading S.A.
3
PART I
FINANCIAL INFORMATION
(unaudited,
in thousands, except per share amounts)
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For the Three Months
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For the Six Months
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Ended June 30,
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Ended June 30,
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2011
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2010
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2011
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2010
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Revenues:
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Product
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$
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956,703
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$
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859,235
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$
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1,863,805
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$
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1,683,455
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Unconsolidated joint business
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216,458
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306,371
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472,583
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561,300
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Other
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35,486
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47,096
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75,602
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76,807
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Total revenues
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1,208,647
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1,212,702
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2,411,990
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2,321,562
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Cost and expenses:
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Cost of sales, excluding amortization of acquired intangible
assets
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100,503
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106,985
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203,616
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204,040
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Research and development
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285,644
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331,675
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579,277
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638,705
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Selling, general and administrative
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266,301
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262,322
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510,819
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510,987
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Collaboration profit sharing
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88,050
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62,692
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162,844
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126,249
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Amortization of acquired intangible assets
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55,136
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53,148
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108,352
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102,037
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Acquired in-process research and development
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39,976
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Restructuring charge
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16,587
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Fair value adjustment of contingent consideration
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2,200
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3,400
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Total cost and expenses
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797,834
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816,822
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1,584,895
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1,621,994
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Income from operations
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410,813
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395,880
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827,095
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699,568
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Other income (expense), net
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(11,728
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)
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1,012
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(1,777
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)
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(7,373
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Income before income tax expense
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399,085
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396,892
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825,318
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692,195
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Income tax expense
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95,036
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102,243
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212,504
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177,553
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Net income
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304,049
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294,649
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612,814
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514,642
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Net income attributable to noncontrolling interests, net of tax
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16,015
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1,211
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30,450
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3,762
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Net income attributable to Biogen Idec Inc.
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$
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288,034
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$
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293,438
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$
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582,364
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$
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510,880
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Net income per share:
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Basic earnings per share attributable to Biogen Idec Inc.
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$
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1.19
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$
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1.13
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$
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2.40
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$
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1.92
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Diluted earnings per share attributable to Biogen Idec Inc.
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$
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1.18
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$
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1.12
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$
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2.38
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$
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1.91
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Weighted-average shares used in calculating:
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Basic earnings per share attributable to Biogen Idec Inc.
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242,375
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259,938
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241,932
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265,018
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Diluted earnings per share attributable to Biogen Idec Inc.
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244,966
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261,658
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244,899
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267,272
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See accompanying notes to these unaudited condensed consolidated
financial statements
4
(unaudited,
in thousands, except per share amounts)
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As of June 30,
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As of December 31,
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2011
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2010
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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697,526
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$
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759,598
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Marketable securities
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629,218
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448,146
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Accounts receivable, net
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666,960
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605,329
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Due from unconsolidated joint business
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184,871
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222,459
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Inventory
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308,254
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289,066
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Other current assets
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201,794
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215,822
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Total current assets
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2,688,623
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|
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2,540,420
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Marketable securities
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1,183,559
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743,101
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Property, plant and equipment, net
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1,712,869
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1,641,634
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Intangible assets, net
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1,678,867
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1,772,826
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Goodwill
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1,146,314
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1,146,314
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Investments and other assets
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211,747
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248,198
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Total assets
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$
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8,621,979
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$
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8,092,493
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LIABILITIES AND EQUITY
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Current liabilities:
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Current portion of notes payable, line of credit and other
financing arrangements
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$
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131,981
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$
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137,153
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Taxes payable
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10,330
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84,517
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Accounts payable
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170,746
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162,529
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Accrued expenses and other
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641,273
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665,923
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Total current liabilities
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954,330
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1,050,122
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Notes payable and line of credit
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1,062,986
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1,066,379
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Long-term deferred tax liability
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|
196,784
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200,950
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Other long-term liabilities
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351,685
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325,599
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Total liabilities
|
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|
2,565,785
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|
2,643,050
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Commitments and contingencies (Notes 2, 11, 16, 18 and 20)
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Equity:
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Biogen Idec Inc. shareholders equity
|
|
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|
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|
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Preferred stock, par value $0.001 per share
|
|
|
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Common stock, par value $0.0005 per share
|
|
|
127
|
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|
124
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Additional paid-in capital
|
|
|
4,224,865
|
|
|
|
3,895,103
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|
Accumulated other comprehensive income (loss)
|
|
|
25,713
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|
|
|
(21,610
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)
|
Retained earnings
|
|
|
2,454,848
|
|
|
|
1,872,481
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|
Treasury stock, at cost
|
|
|
(728,503
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)
|
|
|
(349,592
|
)
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|
|
|
|
|
|
|
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|
Total Biogen Idec Inc. shareholders equity
|
|
|
5,977,050
|
|
|
|
5,396,506
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Noncontrolling interests
|
|
|
79,144
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|
|
|
52,937
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|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
6,056,194
|
|
|
|
5,449,443
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
8,621,979
|
|
|
$
|
8,092,493
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these unaudited condensed consolidated
financial statements
5
(unaudited, in thousands)
|
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|
|
|
|
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|
For the Six Months
|
|
|
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Ended June 30,
|
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|
|
2011
|
|
|
2010
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
612,814
|
|
|
$
|
514,642
|
|
Adjustments to reconcile net income to net cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property, plant and equipment
and intangible assets
|
|
|
182,845
|
|
|
|
169,961
|
|
Acquired in-process research and development
|
|
|
|
|
|
|
39,976
|
|
Share-based compensation
|
|
|
57,399
|
|
|
|
95,370
|
|
Fair value adjustment of contingent consideration
|
|
|
3,400
|
|
|
|
|
|
Excess tax benefit from share-based compensation
|
|
|
(37,827
|
)
|
|
|
(5,598
|
)
|
Deferred income taxes
|
|
|
48,626
|
|
|
|
(30,317
|
)
|
Write-down of inventory to net realizable value
|
|
|
7,296
|
|
|
|
5,654
|
|
Impairment of marketable securities, investments and other assets
|
|
|
6,137
|
|
|
|
17,231
|
|
Non-cash interest (income) expense, foreign exchange
remeasurement loss (gain), net and other
|
|
|
9,748
|
|
|
|
6,858
|
|
Realized gain on sale of marketable securities and strategic
investments
|
|
|
(15,539
|
)
|
|
|
(11,300
|
)
|
Changes in operating assets and liabilities, net:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(54,909
|
)
|
|
|
(22,955
|
)
|
Due from unconsolidated joint business
|
|
|
37,588
|
|
|
|
(56,354
|
)
|
Inventory
|
|
|
(24,708
|
)
|
|
|
21,447
|
|
Other assets
|
|
|
(30,354
|
)
|
|
|
3,637
|
|
Accrued expenses and other current liabilities
|
|
|
(67,488
|
)
|
|
|
(23,732
|
)
|
Other liabilities and taxes payable
|
|
|
(51,784
|
)
|
|
|
40,856
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
|
683,244
|
|
|
|
765,376
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of marketable securities
|
|
|
1,169,836
|
|
|
|
2,002,543
|
|
Purchases of marketable securities
|
|
|
(1,778,568
|
)
|
|
|
(941,268
|
)
|
Acquisitions
|
|
|
|
|
|
|
(39,976
|
)
|
Purchases of property, plant and equipment
|
|
|
(86,229
|
)
|
|
|
(85,260
|
)
|
Purchases of intangible assets
|
|
|
(14,505
|
)
|
|
|
|
|
Purchases of other investments
|
|
|
(3,954
|
)
|
|
|
(2,338
|
)
|
Proceeds from the sale of strategic investments
|
|
|
39,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows (used in) provided by investing activities
|
|
|
(673,585
|
)
|
|
|
933,701
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
(386,575
|
)
|
|
|
(1,609,334
|
)
|
Proceeds from the issuance of stock for share-based compensation
arrangements
|
|
|
285,883
|
|
|
|
63,193
|
|
Excess tax benefit from share-based compensation
|
|
|
37,827
|
|
|
|
5,598
|
|
Change in cash overdraft
|
|
|
4,485
|
|
|
|
2,912
|
|
Net contributions (to) from noncontrolling interests
|
|
|
(9,930
|
)
|
|
|
2,187
|
|
Repayments of borrowings
|
|
|
(7,248
|
)
|
|
|
(14,142
|
)
|
Repayments on financing arrangement for the sale of the
San Diego facility
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in financing activities
|
|
|
(77,925
|
)
|
|
|
(1,549,586
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
(68,266
|
)
|
|
|
149,491
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
6,194
|
|
|
|
(10,418
|
)
|
Cash and cash equivalents, beginning of the period
|
|
|
759,598
|
|
|
|
581,889
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period
|
|
$
|
697,526
|
|
|
$
|
720,962
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these unaudited condensed consolidated
financial statements
6
BIOGEN
IDEC INC. AND SUBSIDIARIES
(unaudited)
Overview
Biogen Idec is a global biotechnology company focused on
discovering, developing, manufacturing and marketing products
for the treatment of serious diseases with a focus on
neurological disorders. We currently have four marketed
products: AVONEX, RITUXAN, TYSABRI, and FUMADERM. Our marketed
products are used for the treatment of multiple sclerosis (MS),
non-Hodgkins lymphoma (NHL), rheumatoid arthritis (RA),
Crohns disease, chronic lymphocytic leukemia (CLL), and
psoriasis.
Basis
of Presentation
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all
adjustments, consisting of normal recurring accruals, necessary
for a fair presentation of our financial statements for interim
periods in accordance with accounting principles generally
accepted in the United States (U.S. GAAP). The information
included in this quarterly report on
Form 10-Q
should be read in conjunction with our consolidated financial
statements and the accompanying notes included in our Annual
Report on
Form 10-K
for the year ended December 31, 2010 (2010
Form 10-K).
Our accounting policies are described in the Notes to
Consolidated Financial Statements in our 2010
Form 10-K
and updated, as necessary, in this
Form 10-Q.
The year-end condensed consolidated balance sheet data presented
for comparative purposes was derived from audited financial
statements, but does not include all disclosures required by
U.S. GAAP. The results of operations for the three and six
months ended June 30, 2011 are not necessarily indicative
of the operating results for the full year or for any other
subsequent interim period.
Consolidation
Our condensed consolidated financial statements reflect our
financial statements, those of our wholly-owned subsidiaries and
those of certain variable interest entities in which we are the
primary beneficiary. For consolidated entities in which we own
less than a 100% interest, we record net income (loss)
attributable to noncontrolling interests in our consolidated
statement of income equal to the percentage of the economic or
ownership interest retained in such entities by the respective
noncontrolling parties. All material intercompany balances and
transactions have been eliminated in consolidation.
In determining whether we are the primary beneficiary of an
entity, we apply a qualitative approach, that determines whether
we have both (1) the power to direct the economically
significant activities of the entity and (2) the obligation
to absorb losses of, or the right to receive benefits from, the
entity that could potentially be significant to that entity.
These considerations impact the way we account for our existing
collaborative and joint venture relationships and determine
whether we consolidate companies or entities with which we have
collaborative or other arrangements. Determination about whether
an enterprise should consolidate a variable interest entity is
required to be evaluated continuously as changes to existing
relationships or future transactions may result in us
consolidating or deconsolidating our partner(s) to
collaborations and other arrangements.
Use of
Estimates
The preparation of our condensed consolidated financial
statements in accordance with U.S. GAAP requires management
to make estimates, judgments, and assumptions that may affect
the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates and
judgments and methodologies, including those related to revenue
recognition and related allowances, our collaborative
relationships, clinical trial expenses, the consolidation of
variable interest entities, the valuation of contingent
consideration resulting from a business combination, the
7
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
valuation of acquired intangible assets including in-process
research and development, inventory, impairment and amortization
of long-lived assets including intangible assets, impairments of
goodwill, share-based compensation, income taxes including the
valuation allowance for deferred tax assets, valuation of
investments, derivatives and hedging activities, contingencies,
litigation, and restructuring charges. We base our estimates on
historical experience and on various other assumptions that are
believed to be reasonable, the results of which form the basis
for making judgments about the carrying values of assets and
liabilities. Actual results may differ from these estimates
under different assumptions or conditions.
Subsequent
Events
We did not have any material recognizable subsequent events.
However, we did have the following non-recognizable subsequent
events:
|
|
|
|
|
On July 20, 2011, the European Commission (EC) granted a
conditional marketing authorisation for FAMPYRA (prolonged
release fampridine) in the E.U., which triggered a
$25.0 million milestone payment payable to Acorda
Therapeutics, Inc. (Acorda). FAMPYRA is an oral compound
indicated as a treatment to improve walking ability in people
with MS.
|
|
|
|
On July 14, 2011, we executed leases for two office
buildings to be built in Cambridge, Massachusetts. These
buildings, totaling approximately 500,000 square feet, will
serve as the future location of our corporate headquarters and
commercial operations. The buildings will also provide
additional general and administrative and research and
development office space. For a more detailed description of
these transactions, please read Note 11, Property, Plant
and Equipment to these condensed consolidated financial
statements.
|
Acquisition
of Panima Pharmaceuticals AG
On December 17, 2010, we acquired 100% of the stock of
Panima Pharmaceuticals AG (Panima), an affiliate of Neurimmune
AG. The purchase price was comprised of a $32.5 million
cash payment plus up to $395.0 million in contingent
consideration payable upon the achievement of development
milestones. Panima is a business involved in the discovery of
antibodies designed to treat neurological disorders.
Upon acquisition, we recorded a liability of $81.2 million
representing the acquisition date fair value of the contingent
consideration. Subsequent changes in the fair value of this
obligation are recognized as adjustments to contingent
consideration within our consolidated statements of income. As
of June 30, 2011, the fair value of the total contingent
consideration obligation within our condensed consolidated
balance sheet was $84.6 million, of which $4.9 million
was reflected as a component of accrued expenses and other, and
$79.7 million was reflected as a component of other
long-term liabilities. We recorded contingent consideration
expense of $2.2 million and $3.4 million for the three
and six months ended June 30, 2011, respectively,
reflecting the change in the fair value of this obligation. For
additional information related to this transaction, please read
Note 2, Acquisitions to our consolidated financial
statements included within our 2010
Form 10-K.
Acquisition
of Biogen Idec Hemophilia Inc.
In connection with our acquisition of Biogen Idec Hemophilia
Inc. (BIH), formerly Syntonix Pharmaceuticals, Inc. (Syntonix),
in January 2007, we agreed to make additional milestone payments
associated with the development of long-lasting recombinant
Factor IX, a product for the treatment of hemophilia B. In
January 2010, we initiated patient enrollment in a
registrational trial of Factor IX, which triggered an
approximately $40.0 million milestone payment to the former
shareholders of Syntonix. We recorded this payment as a charge
to acquired in-process research and development within our
condensed consolidated statement of
8
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
income for the six months ended June 30, 2010, in
accordance with the accounting standards applicable to business
combinations when we acquired BIH.
In November 2010, we announced a number of strategic,
operational, and organizational initiatives designed to provide
a framework for the future growth of our business and realign
our overall structure to become a more efficient and cost
effective organization. As part of this initiative:
|
|
|
|
|
We have out-licensed, terminated or are in the process of
discontinuing certain research and development programs,
including those in oncology and cardiovascular medicine, that
are no longer a strategic fit for us.
|
|
|
|
We have completed a 13% reduction in workforce spanning our
sales, research and development, and administrative functions.
|
|
|
|
As of June 30, 2011, we have vacated the San Diego,
California facility and consolidated certain of our
Massachusetts facilities. For a more detailed description of
transactions affecting our facilities, please read Note 11,
Property, Plant and Equipment to these condensed
consolidated financial statements.
|
Based upon our most recent estimates, we expect to incur total
restructuring charges of approximately $100.0 million
associated with the implementation of these initiatives, which
we expect will be substantially incurred and paid by the end of
2011. Costs associated with our workforce reduction primarily
relate to employee severance and benefits. Facility
consolidation costs are primarily comprised of charges
associated with closing these facilities, related lease
obligations and additional depreciation recognized when the
expected useful lives of certain assets have been shortened due
to the consolidation and closing of related facilities and the
discontinuation of certain research and development programs. We
incurred $16.6 million of these charges in the six months
ended June 30, 2011 and $75.2 million of these charges
in the fourth quarter of 2010.
For the three and six months ended June 30, 2011, we
recognized restructuring charges of $1.5 million and
$6.0 million, respectively, in relation to the
consolidation of our facilities inclusive of amounts related to
additional depreciation. For the six months ended June 30,
2011, we recognized net restructuring charges of
$10.5 million in relation to our workforce reduction
initiatives. Restructuring charges related to workforce
reduction for the three months ended June 30, 2011 reflect
$2.7 million of expense offset by net adjustments of
$4.4 million, which primarily resulted from revisions to
our previous estimates for health and welfare benefit costs for
terminated employees.
The following table summarizes the activity of our restructuring
liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce
|
|
|
Facility
|
|
|
|
|
(In millions)
|
|
Reduction
|
|
|
Consolidation
|
|
|
Total
|
|
|
Restructuring reserve as of December 31, 2010
|
|
$
|
60.6
|
|
|
$
|
5.8
|
|
|
$
|
66.4
|
|
Expense
|
|
|
12.1
|
|
|
|
2.4
|
|
|
|
14.5
|
|
(Payments) receipts, net
|
|
|
(73.8
|
)
|
|
|
(2.0
|
)
|
|
|
(75.8
|
)
|
Adjustments to previous estimates, net
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
(1.6
|
)
|
Other adjustments
|
|
|
8.6
|
|
|
|
(3.2
|
)
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring reserve as of June 30, 2011
|
|
$
|
5.9
|
|
|
$
|
3.0
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
We recognize revenue when all of the following criteria are met:
persuasive evidence of an arrangement exists; delivery has
occurred or services have been rendered; our price to the
customer is fixed or determinable; and collectibility is
reasonably assured.
Product
Revenues
Revenues from product sales are recognized when title and risk
of loss have passed to the customer, which is typically upon
delivery. However, sales of TYSABRI in the U.S. are
recognized on the sell-through model, that is, upon
shipment of the product by Elan Pharma International, Ltd.
(Elan), an affiliate of Elan Corporation, plc., to its third
party distributor rather than upon shipment to Elan. Product
revenues are recorded net of applicable reserves for discounts
and allowances.
Reserves
for Discounts and Allowances
We establish reserves for trade term discounts, wholesaler
incentives, Medicaid rebates, Veterans Administration (VA) and
Public Health Service (PHS) discounts, managed care rebates,
product returns and other governmental rebates or applicable
allowances. Reserves established for these discounts and
allowances are classified as reductions of accounts receivable
(if the amount is payable to our direct customer) or a liability
(if the amount is payable to a party other than our customer).
In addition, we distribute no-charge product to qualifying
patients under our patient assistance and patient replacement
goods program. This program is administered through one of our
distribution partners, which ships product to qualifying
patients from its own inventory received from us. Gross revenue
and the related reserves are not recorded on product shipped
under this program and cost of sales is recorded when the
product is shipped.
Product revenue reserves are categorized as follows: discounts,
contractual adjustments and returns. An analysis of the amount
of, and change in, reserves is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
|
|
|
|
|
|
|
|
(In millions)
|
|
Discounts
|
|
|
Adjustments
|
|
|
Returns
|
|
|
Total
|
|
|
Balance, as of December 31, 2010
|
|
$
|
13.9
|
|
|
$
|
107.0
|
|
|
$
|
21.1
|
|
|
$
|
142.0
|
|
Current provisions relating to sales in current year
|
|
|
47.2
|
|
|
|
174.6
|
|
|
|
6.8
|
|
|
|
228.6
|
|
Adjustments relating to prior years
|
|
|
|
|
|
|
(8.4
|
)
|
|
|
|
|
|
|
(8.4
|
)
|
Payments/returns relating to sales in current year
|
|
|
(33.3
|
)
|
|
|
(101.4
|
)
|
|
|
(0.3
|
)
|
|
|
(135.0
|
)
|
Payments/returns relating to sales in prior years
|
|
|
(13.0
|
)
|
|
|
(58.5
|
)
|
|
|
(4.9
|
)
|
|
|
(76.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, as of June 30, 2011
|
|
$
|
14.8
|
|
|
$
|
113.3
|
|
|
$
|
22.7
|
|
|
$
|
150.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our product revenue reserves are based on estimates of the
amounts earned or to be claimed on the related sales. These
estimates take into consideration our historical experience,
current contractual and statutory requirements, specific known
market events and trends and forecasted customer buying
patterns. Actual amounts may ultimately differ from our
estimates. If actual results vary, it will result in an
adjustment to these estimates, which could have an effect on
earnings in the period of adjustment.
During the six months ended June 30, 2011, we reduced our
reserves for contractual adjustments by $8.4 million, which
was primarily due to a revision of our previous estimates
associated with the impact of healthcare reform.
10
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The total reserves above, included in our condensed consolidated
balance sheets, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
Reduction of accounts receivable
|
|
$
|
38.4
|
|
|
$
|
36.7
|
|
Current liability
|
|
|
112.4
|
|
|
|
105.3
|
|
|
|
|
|
|
|
|
|
|
Total reserves
|
|
$
|
150.8
|
|
|
$
|
142.0
|
|
|
|
|
|
|
|
|
|
|
Revenues
from Unconsolidated Joint Business
We collaborate with Genentech on the development and
commercialization of RITUXAN. Revenues from unconsolidated joint
business consist of (1) our share of pre-tax co-promotion
profits in the U.S.; (2) reimbursement of our selling and
development expense in the U.S.; and (3) revenue on sales
of RITUXAN in the rest of world, which consists of our share of
pretax co-promotion profits in Canada and royalty revenue on
sales of RITUXAN outside the U.S. and Canada by F.
Hoffmann-La Roche Ltd. (Roche) and its sublicensees.
Pre-tax co-promotion profits are calculated and paid to us by
Genentech in the U.S. and by Roche in Canada. Pre-tax
co-promotion profits consist of U.S. and Canadian sales of
RITUXAN to third-party customers net of discounts and allowances
less the cost to manufacture RITUXAN, third-party royalty
expenses, distribution, selling and marketing, and development
expenses incurred by Genentech, Roche and us. We record our
share of the pretax co-promotion profits in Canada and royalty
revenues on sales of RITUXAN outside the U.S. on a cash
basis. Additionally, our share of the pretax co-promotion
profits in the U.S. includes estimates supplied by
Genentech.
Royalty
Revenues
We receive royalty revenues on sales by our licensees of other
products covered under patents that we own. We do not have
future performance obligations under these license arrangements.
We record these revenues based on estimates of the sales that
occurred during the relevant period. The relevant period
estimates of sales are based on interim data provided by
licensees and analysis of historical royalties that have been
paid to us, adjusted for any changes in facts and circumstances,
as appropriate. We maintain regular communication with our
licensees in order to assess the reasonableness of our
estimates. Differences between actual royalty revenues and
estimated royalty revenues are adjusted in the period in which
they become known, typically the following quarter.
Historically, adjustments have not been material when compared
to actual amounts paid by licensees. If we are ever unable to
accurately estimate revenue, then we record revenues on a cash
basis.
Our accounts receivable primarily arise from product sales in
the U.S. and Europe and primarily represent amounts due
from our wholesale distributors, large pharmaceutical companies,
public hospitals and other government entities. The majority of
our accounts receivable have standard payment terms which are
generally between 30 and 90 days. We monitor the financial
performance and credit worthiness of our large customers so that
we can properly assess and respond to changes in their credit
profile. We provide reserves against trade receivables for
estimated losses that may result from a customers
inability to pay. Amounts determined to be uncollectible are
charged or written-off against the reserve. To date, such losses
have not exceeded managements estimates.
Concentrations of credit risk with respect to receivables, which
are typically unsecured, are limited due to the wide variety of
customers and markets using our products, as well as their
dispersion across many different geographic areas. We monitor
economic conditions, including volatility associated with
international
11
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
economies, and related impacts on the relevant financial markets
and our business, especially in light of sovereign credit
issues. The credit and economic conditions within Italy, Spain,
Portugal and Greece, among other members of the European Union,
have deteriorated. These conditions have increased, and may
continue to increase, the average length of time that it takes
to collect on our accounts receivable outstanding in these
countries.
Our net accounts receivable balances from product sales in these
countries are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
Balance Included
|
|
Balance Included
|
|
|
|
|
within Accounts
|
|
within Investments
|
|
|
(In millions)
|
|
Receivable, Net
|
|
and Other Assets
|
|
Total
|
|
Italy
|
|
$
|
116.5
|
|
|
$
|
11.3
|
|
|
$
|
127.8
|
|
Spain
|
|
$
|
81.7
|
|
|
$
|
36.7
|
|
|
$
|
118.4
|
|
Portugal
|
|
$
|
23.9
|
|
|
$
|
7.4
|
|
|
$
|
31.3
|
|
Greece
|
|
$
|
10.7
|
|
|
$
|
|
|
|
$
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
|
|
Balance Included
|
|
Balance Included
|
|
|
|
|
within Accounts
|
|
within Investments
|
|
|
(In millions)
|
|
Receivable, Net
|
|
and Other Assets
|
|
Total
|
|
Italy
|
|
$
|
103.2
|
|
|
$
|
14.8
|
|
|
$
|
118.0
|
|
Spain
|
|
$
|
70.8
|
|
|
$
|
29.8
|
|
|
$
|
100.6
|
|
Portugal
|
|
$
|
17.8
|
|
|
$
|
5.5
|
|
|
$
|
23.3
|
|
Greece
|
|
$
|
3.9
|
|
|
$
|
|
|
|
$
|
3.9
|
|
Of the amounts included within the tables above, approximately
$53.5 million and $45.0 million were outstanding for
more than one year as of June 30, 2011 and
December 31, 2010, respectively. Amounts included as a
component of investments and other assets within our condensed
consolidated balance sheets represent amounts that are expected
to be collected beyond one year.
In May 2011, European Union finance ministers approved a
three-year EUR78 billion rescue package for Portugal. Under
the terms of the package, Portugal is required to correct its
excessive deficit by 2013 and improve the efficiency and
effectiveness of its health care system, including through
austerity measures aimed at reducing healthcare costs. These
measures include plans to standardize control procedures to
reduce outstanding balances payable to drug suppliers.
Our concentrations of credit risk related to our accounts
receivable from product sales in Greece to date have been
limited as our receivables within this market are due from our
distributor. These receivables remain current and substantially
in compliance with their contractual due dates.
12
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The components of inventory are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
Raw materials
|
|
$
|
59.8
|
|
|
$
|
59.0
|
|
Work in process
|
|
|
165.6
|
|
|
|
142.2
|
|
Finished goods
|
|
|
82.9
|
|
|
|
87.9
|
|
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
308.3
|
|
|
$
|
289.1
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
Intangible
Assets and Goodwill
|
Intangible
Assets
Intangible assets, net of accumulated amortization, impairment
charges and adjustments, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
As of December 31, 2010
|
|
|
|
Estimated
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
(In millions)
|
|
Life
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Out-licensed patents
|
|
|
12 years
|
|
|
$
|
578.0
|
|
|
$
|
(370.9
|
)
|
|
$
|
207.1
|
|
|
$
|
578.0
|
|
|
$
|
(350.2
|
)
|
|
$
|
227.8
|
|
Core developed technology
|
|
|
15-23 years
|
|
|
|
3,005.3
|
|
|
|
(1,723.4
|
)
|
|
|
1,281.9
|
|
|
|
3,005.3
|
|
|
|
(1,636.9
|
)
|
|
|
1,368.4
|
|
In process research and development
|
|
|
Up to 15 years upon
commercialization
|
|
|
|
110.9
|
|
|
|
|
|
|
|
110.9
|
|
|
|
110.9
|
|
|
|
|
|
|
|
110.9
|
|
Trademarks and tradenames
|
|
|
Indefinite
|
|
|
|
64.0
|
|
|
|
|
|
|
|
64.0
|
|
|
|
64.0
|
|
|
|
|
|
|
|
64.0
|
|
In-licensed patents
|
|
|
Up to 14 years
|
|
|
|
17.5
|
|
|
|
(2.5
|
)
|
|
|
15.0
|
|
|
|
3.0
|
|
|
|
(1.3
|
)
|
|
|
1.7
|
|
Assembled workforce
|
|
|
4 years
|
|
|
|
2.1
|
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
2.1
|
|
|
|
(2.1
|
)
|
|
|
|
|
Distribution rights
|
|
|
2 years
|
|
|
|
12.7
|
|
|
|
(12.7
|
)
|
|
|
|
|
|
|
12.7
|
|
|
|
(12.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
3,790.5
|
|
|
$
|
(2,111.6
|
)
|
|
$
|
1,678.9
|
|
|
$
|
3,776.0
|
|
|
$
|
(2,003.2
|
)
|
|
$
|
1,772.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our most significant intangible asset is the core technology
related to our AVONEX product. The net book value of this asset
as of June 30, 2011 was $1,268.8 million.
In the first quarter of 2011, we entered into a license
agreement granting us exclusive patent rights for the diagnostic
and therapeutic application of recombinant virus-like particles,
known as VP1 proteins. These VP1 proteins are used to detect
antibodies of the JC virus (JCV) in serum or blood. Under the
terms of this agreement, we expect to make payments totaling
approximately $47.1 million through 2016. These payments
include upfront and milestone payments as well as the greater of
an annual maintenance fee or usage-based royalty payment. As of
June 30, 2011, we recognized an intangible asset in the
amount of $14.5 million, reflecting the total of upfront
payments made and other time-based milestone payments expected
to be made. We will further capitalize additional payments due
under this arrangement as an intangible asset as they become
payable. We will amortize the intangible asset resulting from
these payments utilizing an economic consumption amortization
model with the amount of amortization determined by the ratio of
actual JCV assay tests performed in the current period to the
total number of JCV assay tests expected to be performed through
2016.
For the three and six months ended June 30, 2011,
amortization for acquired intangible assets totaled
$55.1 million and $108.4 million, respectively, as
compared to $53.1 million and $102.0 million,
respectively, in the prior year comparative periods.
Amortization for acquired intangible assets is expected to be in
the range of approximately $180.0 million to
$220.0 million annually through 2015.
13
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
Other than the amounts recorded in connection with the license
agreement described above, total intangible assets was unchanged
as of June 30, 2011 compared to December 31, 2010,
excluding the impact of amortization.
Goodwill
Our goodwill balance remained unchanged as of June 30, 2011
compared to December 31, 2010. As of June 30, 2011, we
had no accumulated impairment losses.
|
|
8.
|
Fair
Value Measurements
|
A majority of our financial assets and liabilities have been
classified as Level 2. Our financial assets and liabilities
(which include our cash equivalents, derivative contracts,
marketable debt securities, and plan assets for deferred
compensation) have been initially valued at the transaction
price and subsequently valued, at the end of each reporting
period, typically utilizing third party pricing services or
other market observable data. The pricing services utilize
industry standard valuation models, including both income and
market based approaches and observable market inputs to
determine value. These observable market inputs include
reportable trades, benchmark yields, credit spreads,
broker/dealer quotes, bids, offers, current spot rates and other
industry and economic events. We validate the prices provided by
our third party pricing services by reviewing their pricing
methods and matrices, obtaining market values from other pricing
sources, analyzing pricing data in certain instances and
confirming that the relevant markets are active. After
completing our validation procedures, we did not adjust or
override any fair value measurements provided by our pricing
services as of June 30, 2011 and December 31, 2010.
Our strategic investments in publicly traded equity securities
are classified as Level 1 assets as their fair values are
readily determinable and based on quoted market prices.
We also maintain venture capital investments classified as
Level 3 whose fair value is initially measured at
transaction prices and subsequently valued using the pricing of
recent financing or by reviewing the underlying economic
fundamentals and liquidation value of the companies. These
investments are the only investments for which we used
Level 3 inputs to determine the fair value and represented
approximately 0.2% and 0.3% of our total assets as of
June 30, 2011 and December 31, 2010, respectively.
These investments include investments in certain biotechnology
oriented venture capital funds which primarily invest in small
privately-owned, venture-backed biotechnology companies. The
fair value of our investments in these venture capital funds has
been estimated using the net asset value of the fund. The
investments cannot be redeemed within the funds. Distributions
from each fund will be received as the underlying investments of
the fund are liquidated. The funds and therefore a majority of
the underlying assets of the funds will not be liquidated in the
near future. The underlying assets in these funds are initially
measured at transaction prices and subsequently valued using the
pricing of recent financings or by reviewing the underlying
economic fundamentals and liquidation value of the companies
that the funds invest in. We apply judgments and estimates when
we validate the prices provided by third parties. While we
believe the valuation methodologies are appropriate, the use of
valuation methodologies is highly judgmental and changes in
methodologies can have a material impact on our results of
operations. Gains and losses (realized and unrealized) included
in earnings for the period are reported in other income
(expense), net.
In addition, in the fourth quarter of 2010, we recognized an
in-process research and development asset and recorded a
contingent consideration obligation related to our acquisition
of Panima. Upon acquisition, we recorded a liability of
$81.2 million representing the acquisition date fair value
of the contingent consideration. Subsequent changes in the fair
value of this obligation are recognized as adjustments to
contingent consideration within our consolidated statement of
income. We determined the fair value of the contingent
consideration obligation based upon probability-weighted
assumptions related to the achievement of certain
14
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
milestone events and thus the likelihood of us making payments.
We revalue the acquisition-related contingent consideration
obligation on a recurring basis each reporting period. This fair
value measurement is based on inputs not observable in the
market and therefore represents a Level 3 measurement.
The fair value of our Level 3 contingent consideration
obligation as of June 30, 2011 and December 31, 2010,
was $84.6 million and $81.2 million, respectively.
These valuations were determined based upon net cash outflow
projections of $395.0 million, discounted using a rate of
5.7% and 6.1%, respectively, which is the cost of debt financing
for market participants. The change in fair value of this
obligation, of $2.2 million and $3.4 million for the
three and six months ended June 30, 2011, respectively, was
primarily due to changes in the discount rate and in the
expected timing related to the achievement of certain
developmental milestones and was recognized as a fair value
adjustment of contingent consideration within our condensed
consolidated statements of income for the three and six months
ended June 30, 2011.
There were no transfers between fair value measurement levels
during the six months ended June 30, 2011.
The tables below present information about our financial assets
and liabilities that are measured at fair value on a recurring
basis as of June 30, 2011 and December 31, 2010, and
indicate the fair value hierarchy of the valuation techniques we
utilized to determine such fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
Balance as of
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Unobservable
|
|
|
|
June 30,
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
(In millions)
|
|
2011
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
440.6
|
|
|
$
|
|
|
|
$
|
440.6
|
|
|
$
|
|
|
Marketable debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
475.1
|
|
|
|
|
|
|
|
475.1
|
|
|
|
|
|
Government securities
|
|
|
1,095.4
|
|
|
|
|
|
|
|
1,095.4
|
|
|
|
|
|
Mortgage and other asset backed securities
|
|
|
242.3
|
|
|
|
|
|
|
|
242.3
|
|
|
|
|
|
Strategic investments
|
|
|
2.0
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
Venture capital investments
|
|
|
20.6
|
|
|
|
|
|
|
|
|
|
|
|
20.6
|
|
Derivative contracts
|
|
|
0.5
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
Plan assets for deferred compensation
|
|
|
15.2
|
|
|
|
|
|
|
|
15.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,291.7
|
|
|
$
|
2.0
|
|
|
$
|
2,269.1
|
|
|
$
|
20.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
$
|
24.9
|
|
|
$
|
|
|
|
$
|
24.9
|
|
|
$
|
|
|
Acquisition-related contingent consideration
|
|
|
84.6
|
|
|
|
|
|
|
|
|
|
|
|
84.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
109.5
|
|
|
$
|
|
|
|
$
|
24.9
|
|
|
$
|
84.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
Balance as of
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Unobservable
|
|
|
|
December 31,
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
(In millions)
|
|
2010
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
651.8
|
|
|
$
|
|
|
|
$
|
651.8
|
|
|
$
|
|
|
Marketable debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
313.0
|
|
|
|
|
|
|
|
313.0
|
|
|
|
|
|
Government securities
|
|
|
785.3
|
|
|
|
|
|
|
|
785.3
|
|
|
|
|
|
Mortgage and other asset backed securities
|
|
|
92.9
|
|
|
|
|
|
|
|
92.9
|
|
|
|
|
|
Strategic investments
|
|
|
44.8
|
|
|
|
44.8
|
|
|
|
|
|
|
|
|
|
Venture capital investments
|
|
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
20.8
|
|
Derivative contracts
|
|
|
1.3
|
|
|
|
|
|
|
|
1.3
|
|
|
|
|
|
Plan assets for deferred compensation
|
|
|
13.0
|
|
|
|
|
|
|
|
13.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,922.9
|
|
|
$
|
44.8
|
|
|
$
|
1,857.3
|
|
|
$
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
$
|
12.2
|
|
|
$
|
|
|
|
$
|
12.2
|
|
|
$
|
|
|
Acquisition-related contingent consideration
|
|
|
81.2
|
|
|
|
|
|
|
|
|
|
|
|
81.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
93.4
|
|
|
$
|
|
|
|
$
|
12.2
|
|
|
$
|
81.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a roll forward of the fair value of
our venture capital investments, which are all Level 3
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Beginning balance
|
|
$
|
20.5
|
|
|
$
|
20.8
|
|
|
$
|
20.8
|
|
|
$
|
21.9
|
|
Unrealized gains included in earnings
|
|
|
0.1
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
Unrealized losses included in earnings
|
|
|
(0.3
|
)
|
|
|
(0.1
|
)
|
|
|
(1.3
|
)
|
|
|
(1.6
|
)
|
Purchases
|
|
|
0.3
|
|
|
|
(0.3
|
)
|
|
|
0.4
|
|
|
|
0.1
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
20.6
|
|
|
$
|
20.4
|
|
|
$
|
20.6
|
|
|
$
|
20.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The fair and carrying values of our debt instruments, which are
all Level 2 liabilities, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
As of December 31, 2010
|
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
(In millions)
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Credit line from Dompé
|
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
$
|
8.1
|
|
|
$
|
8.0
|
|
Note payable to Fumedica
|
|
|
24.4
|
|
|
|
21.7
|
|
|
|
24.2
|
|
|
|
22.0
|
|
6.0% Senior Notes due 2013
|
|
|
482.9
|
|
|
|
449.8
|
|
|
|
485.5
|
|
|
|
449.8
|
|
6.875% Senior Notes due 2018
|
|
|
639.4
|
|
|
|
595.1
|
|
|
|
618.0
|
|
|
|
597.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,151.0
|
|
|
$
|
1,070.9
|
|
|
$
|
1,135.8
|
|
|
$
|
1,077.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the credit line from Dompé Farmaceutici
SpA and our note payable to Fumedica were estimated using market
observable inputs, including current interest and foreign
currency exchange rates. The fair value of our Senior Notes was
determined through market, observable, and corroborated sources.
Marketable
Securities, including Strategic Investments
The following tables summarize our marketable securities and
strategic investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Amortized
|
|
As of June 30, 2011 (In millions)
|
|
Value
|
|
|
Gains
|
|
|
Losses
|
|
|
Cost
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
122.3
|
|
|
$
|
0.2
|
|
|
$
|
|
|
|
$
|
122.1
|
|
Non-current
|
|
|
352.8
|
|
|
|
1.3
|
|
|
|
(0.2
|
)
|
|
|
351.7
|
|
Government securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
504.7
|
|
|
|
0.3
|
|
|
|
|
|
|
|
504.4
|
|
Non-current
|
|
|
590.7
|
|
|
|
0.8
|
|
|
|
(0.1
|
)
|
|
|
590.0
|
|
Mortgage and other asset backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
Non-current
|
|
|
240.1
|
|
|
|
0.5
|
|
|
|
(0.6
|
)
|
|
|
240.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
available-for-sale
securities
|
|
$
|
1,812.8
|
|
|
$
|
3.1
|
|
|
$
|
(0.9
|
)
|
|
$
|
1,810.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic investments, non-current
|
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
$
|
|
|
|
$
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Amortized
|
|
As of December 31, 2010 (In millions)
|
|
Value
|
|
|
Gains
|
|
|
Losses
|
|
|
Cost
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
93.2
|
|
|
$
|
0.1
|
|
|
$
|
|
|
|
$
|
93.1
|
|
Non-current
|
|
|
219.8
|
|
|
|
2.1
|
|
|
|
(0.5
|
)
|
|
|
218.2
|
|
Government securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
352.8
|
|
|
|
0.2
|
|
|
|
|
|
|
|
352.6
|
|
Non-current
|
|
|
432.5
|
|
|
|
0.6
|
|
|
|
(0.6
|
)
|
|
|
432.5
|
|
Mortgage and other asset backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Non-current
|
|
|
90.8
|
|
|
|
0.5
|
|
|
|
(0.2
|
)
|
|
|
90.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
available-for-sale
securities
|
|
$
|
1,191.2
|
|
|
$
|
3.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
1,189.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic investments, non-current
|
|
$
|
44.8
|
|
|
$
|
17.5
|
|
|
$
|
|
|
|
$
|
27.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the tables above, as of June 30, 2011 and
December 31, 2010, government securities included
$247.0 million and $163.5 million, respectively, of
Federal Deposit Insurance Corporation (FDIC) guaranteed senior
notes issued by financial institutions under the Temporary
Liquidity Guarantee Program.
The following table summarizes our financial assets with
original maturities of less than 90 days included within
cash and cash equivalents on the accompanying condensed
consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
Commercial paper
|
|
$
|
8.0
|
|
|
$
|
4.0
|
|
Repurchase agreements
|
|
|
80.9
|
|
|
|
26.0
|
|
Short-term debt securities
|
|
|
351.7
|
|
|
|
621.8
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
440.6
|
|
|
$
|
651.8
|
|
|
|
|
|
|
|
|
|
|
The carrying values of our commercial paper, including accrued
interest, repurchase agreements, and our short-term debt
securities approximate fair value.
Summary
of Contractual Maturities:
Available-for-Sale
Securities
The estimated fair value and amortized cost of securities,
excluding strategic investments,
available-for-sale
by contractual maturity are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
As of December 31, 2010
|
|
|
|
Estimated
|
|
|
Amortized
|
|
|
Estimated
|
|
|
Amortized
|
|
(In millions)
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Due in one year or less
|
|
$
|
629.2
|
|
|
$
|
628.7
|
|
|
$
|
448.1
|
|
|
$
|
447.8
|
|
Due after one year through five years
|
|
|
1,040.9
|
|
|
|
1,039.0
|
|
|
|
664.1
|
|
|
|
662.4
|
|
Due after five years
|
|
|
142.7
|
|
|
|
142.9
|
|
|
|
79.0
|
|
|
|
78.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,812.8
|
|
|
$
|
1,810.6
|
|
|
$
|
1,191.2
|
|
|
$
|
1,189.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The average maturity of our marketable securities as of
June 30, 2011 and December 31, 2010 was 13 months
and 11 months, respectively.
Proceeds
from Marketable Securities
The proceeds from maturities and sales of marketable securities,
excluding strategic investments and resulting realized gains and
losses, are generally reinvested, and are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Proceeds from maturities and sales
|
|
$
|
381.8
|
|
|
$
|
973.2
|
|
|
$
|
1,169.8
|
|
|
$
|
2,002.5
|
|
Realized gains
|
|
$
|
0.7
|
|
|
$
|
7.4
|
|
|
$
|
3.1
|
|
|
$
|
13.1
|
|
Realized losses
|
|
$
|
(0.5
|
)
|
|
$
|
1.1
|
|
|
$
|
(1.3
|
)
|
|
$
|
1.8
|
|
In the first quarter of 2011, we also recognized within other
income (expense), a net gain of $13.8 million on the sale
of stock from our strategic investment portfolio.
Impairments
We conduct periodic reviews to identify and evaluate each
investment that has an unrealized loss in accordance with the
meaning of
other-than-temporary
impairment and its application to certain investments.
For the three and six months ended June 30, 2011, we
recognized $5.5 million and $6.8 million,
respectively, in charges for the impairment of our investments
in venture capital funds and investments in privately-held
companies. No impairments were recognized in relation to our
publicly-held strategic investments.
For the three and six months ended June 30, 2010, we
recognized $1.2 million and $17.0 million,
respectively, in charges for the impairment of our publicly-held
strategic investments, investments in venture capital funds and
investments in privately-held companies.
|
|
10.
|
Derivative
Instruments
|
Foreign
Currency Forward Contracts
Due to the global nature of our operations, portions of our
revenues are earned in currencies other than the
U.S. dollar. The value of revenues measured in
U.S. dollars is subject to changes in currency exchange
rates. In order to mitigate these changes we use foreign
currency forward contracts to lock in exchange rates associated
with a portion of our forecasted international revenues.
Foreign currency forward contracts in effect as of June 30,
2011 and December 31, 2010 had durations of 1 to
12 months. These contracts have been designated as cash
flow hedges and accordingly, to the extent effective, any
unrealized gains or losses on these foreign currency forward
contracts are reported in accumulated other comprehensive income
(loss). Realized gains and losses for the effective portion of
such contracts are recognized in revenue when the sale of
product in the currency being hedged is recognized. To the
extent ineffective, hedge transaction gains and losses are
reported in other income (expense), net.
19
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The notional value of foreign currency forward contracts that
were entered into to hedge forecasted revenue is summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
Foreign Currency (In millions)
|
|
2011
|
|
|
2010
|
|
|
Euro
|
|
$
|
537.1
|
|
|
$
|
460.3
|
|
Canadian dollar
|
|
|
11.4
|
|
|
|
24.0
|
|
Swedish krona
|
|
|
4.8
|
|
|
|
9.9
|
|
|
|
|
|
|
|
|
|
|
Total foreign currency forward contracts
|
|
$
|
553.3
|
|
|
$
|
494.2
|
|
|
|
|
|
|
|
|
|
|
The portion of the fair value of these foreign currency forward
contracts that was included in accumulated other comprehensive
income (loss) within total equity reflected net losses of
$23.3 million and $11.0 million as of June 30,
2011 and December 31, 2010, respectively. We expect all
contracts to be settled over the next 12 months and any
amounts in accumulated other comprehensive income (loss) to be
reported as an adjustment to revenue. We consider the impact of
our and our counterparties credit risk on the fair value
of the contracts as well as the ability of each party to execute
its obligations under the contract. As of June 30, 2011 and
December 31, 2010, credit risk did not materially change
the fair value of our foreign currency forward contracts.
In relation to our foreign currency forward contracts, we
recognized in other income (expense), net losses of
$1.2 million and $0.5 million due to hedge
ineffectiveness for the three and six months ended June 30,
2011, respectively, as compared to net losses of
$0.6 million and $0.5 million, respectively, in the
prior year comparable periods.
In addition, we recognized in product revenue net losses of
$18.5 million and $26.8 million for the settlement of
certain effective cash flow hedge instruments for the three and
six months ended June 30, 2011, respectively, as compared
to net gains of $19.7 million and $19.9 million,
respectively, in the prior year comparable periods. These
settlements were recorded in the same period as the related
forecasted revenue.
Summary
of Derivatives Designated as Hedging Instruments
The following table summarizes the fair value and presentation
in our condensed consolidated balance sheets for derivatives
designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
As of June 30,
|
(In millions)
|
|
Balance Sheet Location
|
|
2011
|
|
Foreign Currency Contracts
|
|
|
|
|
|
|
Asset derivatives
|
|
Other current assets
|
|
$
|
|
|
Liability derivatives
|
|
Accrued expenses and other
|
|
$
|
23.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
As of December 31,
|
(In millions)
|
|
Balance Sheet Location
|
|
2010
|
|
Foreign Currency Contracts
|
|
|
|
|
|
|
Asset derivatives
|
|
Other current assets
|
|
$
|
|
|
Liability derivatives
|
|
Accrued expenses and other
|
|
$
|
11.0
|
|
20
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The following table summarizes the effect of derivatives
designated as hedging instruments within our condensed
consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
Amount
|
|
|
|
|
|
|
Recognized in
|
|
|
|
Reclassified from
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Other
|
|
|
|
Other
|
|
|
|
|
|
|
Comprehensive
|
|
|
|
Comprehensive
|
|
|
|
|
|
|
Income (Loss)
|
|
Income
|
|
Income (Loss)
|
|
Income
|
|
Amount of
|
|
|
on Derivative
|
|
Statement
|
|
into Income
|
|
Statement
|
|
Gain/(Loss)
|
|
|
Gain/(Loss)
|
|
Location
|
|
Gain/(Loss)
|
|
Location
|
|
Recorded
|
(In millions)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Ineffective Portion)
|
|
(Ineffective Portion)
|
|
For the Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(23.3
|
)
|
|
Revenue
|
|
$
|
(18.5
|
)
|
|
(expense)
|
|
$
|
(1.2
|
)
|
June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
Foreign currency contracts
|
|
$
|
62.1
|
|
|
Revenue
|
|
$
|
19.7
|
|
|
(expense)
|
|
$
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(23.3
|
)
|
|
Revenue
|
|
$
|
(26.8
|
)
|
|
(expense)
|
|
$
|
(0.5
|
)
|
June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
Foreign currency contracts
|
|
$
|
62.1
|
|
|
Revenue
|
|
$
|
19.9
|
|
|
(expense)
|
|
$
|
(0.5
|
)
|
Other
Derivatives
We also enter into other foreign currency forward contracts,
usually with one month durations, to mitigate the foreign
currency risk related to certain balance sheet positions. We
have not elected hedge accounting for these transactions.
The aggregate notional amount of our outstanding foreign
currency contracts was $243.2 million as of June 30,
2011. The fair value of these contracts was a net liability of
$0.7 million. A net gain of $0.6 million and a net
loss of $4.3 million related to these contracts were
recognized as a component of other income (expense), net, for
the three and six months ended June 30, 2011, respectively,
as compared to net gains of $7.9 million and
$13.1 million in the prior year comparative periods.
|
|
11.
|
Property,
Plant and Equipment
|
Property, plant and equipment are recorded at historical cost,
net of accumulated depreciation. Accumulated depreciation on
property, plant and equipment was $771.1 million and
$767.2 million as of June 30, 2011 and
December 31, 2010, respectively.
San Diego
Facility
On October 1, 2010, we sold the San Diego facility for
cash proceeds, net of transaction costs, of approximately
$127.0 million. As part of this transaction, we agreed to
lease back the San Diego facility for a period of
15 months. We are accounting for this transaction as a
financing arrangement as we have determined that the transaction
does not qualify as a sale due to our continuing involvement
under the leaseback terms. Accordingly, we recorded an
obligation for the proceeds received in October and the facility
assets remain classified as held for use and the carrying value
of the facility remains reflected as a component of property,
plant and equipment, net within our condensed consolidated
balance sheets as of June 30, 2011 and December 31,
2010. Our remaining obligation, which is reflected as a
component of current portion of notes payable, line of credit
and other financing arrangements within our condensed
consolidated balance sheets,
21
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
was $124.5 million and $125.9 million as of
June 30, 2011 and December 31, 2010, respectively. We
have not recognized a loss or impairment charge related to the
San Diego facility.
In the first quarter of 2011, we terminated our 15 month
lease of the San Diego facility effective August 31,
2011 and will have no continuing involvement or remaining
obligation after that date. Once the lease arrangement has
concluded we will account for the San Diego facility as a
sale of property.
Hillerød,
Denmark Facility
As of June 30, 2011 and December 31, 2010, the
construction in progress balance related to the construction of
our large-scale biologic manufacturing facility in
Hillerød, Denmark totaled $494.2 million and
$440.2 million, respectively. This facility is intended to
manufacture large molecule products. In connection with our
construction of this facility, we capitalized interest costs
totaling approximately $7.2 million and $14.4 million
for the three and six months ended June 30, 2011,
respectively.
Based on our current manufacturing utilization strategy, we plan
to begin manufacturing product in 2012, upon completion of the
facilitys process validation activities.
New
Cambridge Leases
In July 2011, we executed leases for two office buildings to be
built in Cambridge, Massachusetts. We expect construction to
begin in late 2011, with a planned occupancy during the second
half of 2013. These buildings, totaling approximately
500,000 square feet, will serve as the future location of
our corporate headquarters and commercial operations. These
buildings will also provide additional general and
administrative and research and development office space. The
leases both have 15 year terms and we have options to
extend the term of each lease for two additional five-year
terms. Future minimum rental commitments under these leases will
total approximately $340.0 million over the initial
15 year lease terms. In addition to rent, the leases
require us to pay additional amounts for taxes, insurance,
maintenance and other operating expenses.
Preferred
Stock
In March 2011, the remaining 8,221 shares of our
Series A Preferred Stock were converted into
493,260 shares of common stock by the holder pursuant to
the conversion terms of the Series A Preferred Stock. As of
June 30, 2011, there are no shares of preferred stock
issued and outstanding.
Share
Repurchases
In February 2011, our Board of Directors authorized the
repurchase of up to 20.0 million shares of our common
stock. We expect to use this repurchase program principally to
offset common stock issued under our share-based compensation
plans. This repurchase program does not have an expiration date.
Under this authorization, we repurchased approximately
2.2 million and 5.0 million shares of our common stock
at a cost of $191.3 million and $386.6 million,
respectively, during the three and six months ended
June 30, 2011.
For the three and six months ended June 30, 2010, we
repurchased approximately 20.8 million and
31.3 million shares at a cost of approximately
$1.0 billion and $1.6 billion, respectively, under our
2010 and 2009 stock repurchase authorizations. We retired all of
these shares as they were acquired. In connection with this
retirement, in accordance with our policy, we recorded a
reduction in additional
paid-in-capital
by the same amount.
22
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The following tables reflect the activity in comprehensive
income included within equity attributable to the shareholders
of Biogen Idec, equity attributable to noncontrolling interests,
and total equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Three Months
|
|
|
|
Ended June 30, 2011
|
|
|
Ended June 30, 2010
|
|
|
|
Biogen Idec
|
|
|
|
|
|
Total
|
|
|
Biogen Idec
|
|
|
|
|
|
Total
|
|
|
|
Shareholders
|
|
|
Noncontrolling
|
|
|
Shareholders
|
|
|
Shareholders
|
|
|
Noncontrolling
|
|
|
Shareholders
|
|
(In millions)
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
288.0
|
|
|
$
|
16.0
|
|
|
$
|
304.0
|
|
|
$
|
293.4
|
|
|
$
|
1.2
|
|
|
$
|
294.6
|
|
Unrealized gains (losses) on securities available for sale, net
of tax of $0.6 and $3.8
|
|
|
1.1
|
|
|
|
|
|
|
|
1.1
|
|
|
|
(6.5
|
)
|
|
|
|
|
|
|
(6.5
|
)
|
Unrealized gains (losses) on foreign currency forward contracts,
net of tax of $0.8 and $3.6
|
|
|
6.3
|
|
|
|
|
|
|
|
6.3
|
|
|
|
26.5
|
|
|
|
|
|
|
|
26.5
|
|
Unrealized gains (losses) on pension benefit obligation, net of
tax of $0 and $0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
Currency translation adjustment
|
|
|
19.3
|
|
|
|
2.9
|
|
|
|
22.2
|
|
|
|
(71.8
|
)
|
|
|
(3.4
|
)
|
|
|
(75.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
314.7
|
|
|
$
|
18.9
|
|
|
$
|
333.6
|
|
|
$
|
241.4
|
|
|
$
|
(2.2
|
)
|
|
$
|
239.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30, 2011
|
|
|
Ended June 30, 2010
|
|
|
|
Biogen Idec
|
|
|
|
|
|
Total
|
|
|
Biogen Idec
|
|
|
|
|
|
Total
|
|
|
|
Shareholders
|
|
|
Noncontrolling
|
|
|
Shareholders
|
|
|
Shareholders
|
|
|
Noncontrolling
|
|
|
Shareholders
|
|
(In millions)
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
582.4
|
|
|
$
|
30.4
|
|
|
$
|
612.8
|
|
|
$
|
510.9
|
|
|
$
|
3.8
|
|
|
$
|
514.7
|
|
Unrealized gains (losses) on securities available for sale, net
of tax of $6.3 and $5.5
|
|
|
(10.7
|
)
|
|
|
|
|
|
|
(10.7
|
)
|
|
|
(9.4
|
)
|
|
|
|
|
|
|
(9.4
|
)
|
Unrealized gains (losses) on foreign currency forward contracts,
net of tax of $1.2 and $6.5
|
|
|
(11.1
|
)
|
|
|
|
|
|
|
(11.1
|
)
|
|
|
54.3
|
|
|
|
|
|
|
|
54.3
|
|
Unrealized gains (losses) on pension benefit obligation, net of
tax of $0 and $0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
Currency translation adjustment
|
|
|
69.1
|
|
|
|
5.7
|
|
|
|
74.8
|
|
|
|
(124.2
|
)
|
|
|
(6.0
|
)
|
|
|
(130.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
629.7
|
|
|
$
|
36.1
|
|
|
$
|
665.8
|
|
|
$
|
431.3
|
|
|
$
|
(2.2
|
)
|
|
$
|
429.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The following table reconciles equity attributable to
noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Noncontrolling interests, beginning of period
|
|
$
|
70.1
|
|
|
$
|
41.2
|
|
|
$
|
52.9
|
|
|
$
|
40.4
|
|
Net income attributable to noncontrolling interests
|
|
|
16.0
|
|
|
|
1.2
|
|
|
|
30.4
|
|
|
|
3.8
|
|
Translation adjustments
|
|
|
2.9
|
|
|
|
(3.4
|
)
|
|
|
5.7
|
|
|
|
(6.0
|
)
|
Distributions to noncontrolling interests
|
|
|
(9.9
|
)
|
|
|
|
|
|
|
(9.9
|
)
|
|
|
|
|
Capital contributions from noncontrolling interests
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests, end of period
|
|
$
|
79.1
|
|
|
$
|
40.4
|
|
|
$
|
79.1
|
|
|
$
|
40.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to us from our joint ventures were
negligible for the three and six months ended June 30, 2011
and 2010.
Basic and diluted earnings per share are calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Biogen Idec Inc
|
|
$
|
288.0
|
|
|
$
|
293.4
|
|
|
$
|
582.4
|
|
|
$
|
510.9
|
|
Adjustment for net income allocable to preferred stock
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
(0.5
|
)
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income used in calculating basic and diluted earnings per
share
|
|
$
|
288.0
|
|
|
$
|
292.8
|
|
|
$
|
581.9
|
|
|
$
|
510.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
242.4
|
|
|
|
259.9
|
|
|
|
241.9
|
|
|
|
265.0
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and employee stock purchase plan
|
|
|
1.0
|
|
|
|
0.8
|
|
|
|
1.3
|
|
|
|
0.9
|
|
Time-vested restricted stock units
|
|
|
1.4
|
|
|
|
1.0
|
|
|
|
1.5
|
|
|
|
1.4
|
|
Market stock units
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
Performance-vested restricted stock units settled in shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive potential common shares
|
|
|
2.6
|
|
|
|
1.8
|
|
|
|
3.0
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculating diluted earnings per share
|
|
|
245.0
|
|
|
|
261.7
|
|
|
|
244.9
|
|
|
|
267.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
The following amounts were not included in the calculation of
net income per diluted share because their effects were
anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocable to preferred stock
|
|
$
|
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
5.3
|
|
|
|
|
|
|
|
5.1
|
|
Time-vested restricted stock units
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
1.0
|
|
Market stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vested restricted stock units settled in shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock
|
|
|
|
|
|
|
0.5
|
|
|
|
0.2
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
7.2
|
|
|
|
0.2
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes our equity grants to employees,
officers and directors under our current stock plans:
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
|
2011
|
|
2010
|
|
Stock options
|
|
|
|
|
|
|
124,000
|
|
Market stock units(a)
|
|
|
373,000
|
|
|
|
334,000
|
|
Cash settled performance shares(b)
|
|
|
483,000
|
|
|
|
373,000
|
|
Time-vested restricted stock units(c)
|
|
|
1,303,000
|
|
|
|
1,700,000
|
|
Performance-vested restricted stock units(d)
|
|
|
1,000
|
|
|
|
4,000
|
|
|
|
|
(a)
|
|
Market stock units (MSUs) granted
for the six months ended June 30, 2010, represents the
target number of shares eligible to be earned at the time of
grant.
|
|
|
|
MSUs granted for the six months
ended June 30, 2011, includes approximately 18,000
additional MSUs issued in 2011 based upon the attainment of
performance criteria set for 2010 in relation to shares granted
in 2010. The remainder of the MSUs granted in 2011 represent the
target number of shares eligible to be earned at the time of
grant. These grants were made in conjunction with the hiring of
employees and our annual awards made in February.
|
|
(b)
|
|
Cash settled performance shares
(CSPSs) granted for the six months ended June 30, 2010,
represents the target number of shares eligible to be earned at
the time of grant.
|
|
|
|
CSPSs granted for the six months
ended June 30, 2011, includes approximately 95,000
additional CSPSs issued in 2011 based upon the attainment of
performance criteria set for 2010 in relation to shares granted
in 2010. The remainder of the CSPSs granted in 2011 represent
the target number of shares eligible to be earned at the time of
grant. These grants were made in conjunction with the hiring of
employees and our annual awards made in February.
|
|
(c)
|
|
Time-vested restricted stock units
(RSUs) granted for the six months ended June 30, 2011,
includes approximately 1.2 million RSUs granted in
connection with our annual awards made in February 2011, and
135,000 RSUs granted in conjunction with new hires and grants
made to our Board of Directors.
|
|
(d)
|
|
Performance-vested restricted stock
units (PVRSUs) granted for the six months ended June 30,
2010, represents the target number of shares eligible to be
earned at the time of grant; approximately 1,000 additional
PVRSUs were issued in 2011 based upon the attainment of
performance criteria set for 2010 in relation to shares granted
in 2010.
|
25
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
In addition, for the six months ended June 30, 2011,
approximately 316,000 shares were issued under the ESPP
compared to approximately 335,000 shares issued in the
prior year comparative period.
The following table summarizes share-based compensation expense
included within our condensed consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Research and development
|
|
$
|
13.9
|
|
|
$
|
15.4
|
|
|
$
|
32.2
|
|
|
$
|
32.1
|
|
Selling, general and administrative
|
|
|
22.2
|
|
|
|
34.0
|
|
|
|
42.8
|
|
|
|
70.2
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
36.1
|
|
|
|
49.4
|
|
|
|
74.4
|
|
|
|
102.3
|
|
Capitalized share-based compensation costs
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
(2.0
|
)
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense included in total cost and
expenses
|
|
|
35.1
|
|
|
|
48.7
|
|
|
|
72.4
|
|
|
|
100.7
|
|
Income tax effect
|
|
|
(10.9
|
)
|
|
|
(15.7
|
)
|
|
|
(23.0
|
)
|
|
|
(32.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense included in net income
attributable to Biogen Idec Inc
|
|
$
|
24.2
|
|
|
$
|
33.0
|
|
|
$
|
49.4
|
|
|
$
|
68.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes share-based compensation expense
associated with each of our share-based compensation programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Stock options
|
|
$
|
1.6
|
|
|
$
|
9.3
|
|
|
$
|
2.7
|
|
|
$
|
20.1
|
|
Market stock units
|
|
|
4.3
|
|
|
|
1.9
|
|
|
|
7.7
|
|
|
|
5.5
|
|
Time-vested restricted stock units
|
|
|
19.1
|
|
|
|
32.3
|
|
|
|
46.2
|
|
|
|
65.8
|
|
Performance-vested restricted stock units settled in shares
|
|
|
0.3
|
|
|
|
1.3
|
|
|
|
0.7
|
|
|
|
3.7
|
|
Cash settled performance shares
|
|
|
10.7
|
|
|
|
4.2
|
|
|
|
15.5
|
|
|
|
5.2
|
|
Employee stock purchase plan
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
1.6
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
36.1
|
|
|
|
49.4
|
|
|
|
74.4
|
|
|
|
102.3
|
|
Capitalized share-based compensation costs
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
(2.0
|
)
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense included in total cost and
expenses
|
|
$
|
35.1
|
|
|
$
|
48.7
|
|
|
$
|
72.4
|
|
|
$
|
100.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, our
effective tax rate was 23.8% and 25.7%, respectively, compared
to 25.8% and 25.7%, respectively, in the prior year comparative
periods.
The decrease in our tax rate for the three and six months ended
June 30, 2011, compared to the same periods in 2010, was
primarily due to an increase in research and development
expenditures eligible for the orphan drug credit and a lower
effective state tax rate resulting from a change in state law,
offset by a higher percentage of our 2011 profits being earned
in higher tax rate jurisdictions, principally the U.S. In
addition, our effective tax rate was favorably impacted by the
settlement of an outstanding IRS audit matter in the first
quarter of 2011.
26
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
Reconciliation between the U.S. federal statutory tax rate
and our effective tax rate is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State taxes
|
|
|
0.4
|
|
|
|
1.9
|
|
|
|
1.4
|
|
|
|
1.9
|
|
Taxes on foreign earnings
|
|
|
(7.3
|
)
|
|
|
(10.3
|
)
|
|
|
(6.3
|
)
|
|
|
(10.1
|
)
|
Credits and net operating loss utilization
|
|
|
(4.1
|
)
|
|
|
(1.6
|
)
|
|
|
(3.1
|
)
|
|
|
(1.6
|
)
|
Purchased intangible assets
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
1.5
|
|
IPR&D
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
|
|
0.8
|
|
Permanent items
|
|
|
(1.1
|
)
|
|
|
(1.7
|
)
|
|
|
(1.2
|
)
|
|
|
(1.7
|
)
|
Other
|
|
|
(0.5
|
)
|
|
|
0.2
|
|
|
|
(1.5
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
23.8
|
%
|
|
|
25.8
|
%
|
|
|
25.7
|
%
|
|
|
25.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
for Uncertainty in Income Taxes
We and our subsidiaries are routinely examined by various taxing
authorities. We file income tax returns in the U.S. federal
jurisdiction, and various states and foreign jurisdictions. With
few exceptions, we are no longer subject to U.S. federal
tax examination for years before 2007 or state, local, or
non-U.S. income
tax examinations by tax authorities for years before 2001.
During the second quarter of 2011, we adjusted our unrecognized
tax benefits to reflect new information arising during our
ongoing audit examinations.
Contingencies
In 2006, the Massachusetts Department of Revenue (DOR) issued a
Notice of Assessment against Biogen Idec MA Inc. (BIMA), one of
our wholly-owned subsidiaries, for $38.9 million of
corporate excise tax for 2002, which includes associated
interest and penalties. The assessment asserts that the portion
of sales attributable to Massachusetts (sales factor), the
computation of BIMAs research and development credits and
certain deductions claimed by BIMA were not appropriate,
resulting in unpaid taxes for 2002. We filed an abatement
application with the DOR seeking abatement for 2001, 2002 and
2003. Our abatement application was denied and on July 25,
2007 we filed a petition with the Massachusetts Appellate Tax
Board (the Massachusetts ATB) seeking, among other items,
abatements of corporate excise tax for 2001, 2002 and 2003 and
adjustments in certain credits and credit carryforwards for
2001, 2002 and 2003. Issues before the Massachusetts ATB include
the computation of BIMAs sales factor for 2001, 2002 and
2003, computation of BIMAs research credits for those same
years, and the availability of deductions for certain expenses
and partnership flow-through items. The hearing on our petition
has been stayed by the Massachusetts ATB to allow the parties to
discuss a negotiated resolution of all disputes as to 2001, 2002
and 2003. The Massachusetts ATB has ordered a status conference
for September 6, 2011, at which the parties will report on
the status of the settlement discussions. If a negotiated
resolution is concluded, we do not expect it to have a
significant impact on our financial position or results of
operations. We have and will continue to evaluate the facts,
circumstances and information available in accordance with our
financial reporting policies to reflect managements best
estimate of the outcome. Based upon our most recent estimates,
we currently expect to settle this matter in exchange for a
payment of $7.0 million in taxes, plus interest, and expect
to reach an agreement on the tax credits carried forward into
2004.
On June 8, 2010, we received Notices of Assessment from the
DOR against BIMA for $103.5 million of corporate excise
tax, including associated interest and penalties, related to our
2004, 2005 and 2006 tax filings.
27
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
We believe the asserted basis for these assessments is
consistent with that for 2002. Assessments related to periods
under dispute, including associated interest and penalties,
total $142.4 million. We filed an abatement application
with the DOR seeking abatement for 2004, 2005 and 2006. Our
abatement application was denied and we filed a petition
appealing the denial with the ATB on February 3, 2011. For
all periods under dispute, we believe that positions taken in
our tax filings are valid and believe that we have meritorious
defenses in these disputes. We are contesting these matters
vigorously.
Our tax filings for 2007 and 2008 have not yet been audited by
the DOR but have been prepared in a manner consistent with prior
filings which may result in an assessment for those years. Due
to tax law changes effective January 1, 2009, the
computation and deductions at issue in previous tax filings have
not been part of our tax filings in Massachusetts starting in
2009.
We believe that these assessments do not impact the level of
liabilities for income tax contingencies. However, there is a
possibility that we may not prevail in defending all of our
assertions with the DOR. If these matters are resolved
unfavorably in the future, the resolution could have a material
adverse impact on the effective tax rate and our results of
operations.
|
|
17.
|
Other
Consolidated Financial Statement Detail
|
Other
Income (Expense), Net
Components of other income (expense), net, are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Interest income
|
|
$
|
4.3
|
|
|
$
|
6.7
|
|
|
$
|
8.0
|
|
|
$
|
15.6
|
|
Interest expense
|
|
|
(8.4
|
)
|
|
|
(9.0
|
)
|
|
|
(17.6
|
)
|
|
|
(17.3
|
)
|
Impairments of investments
|
|
|
(5.5
|
)
|
|
|
(1.2
|
)
|
|
|
(6.8
|
)
|
|
|
(17.0
|
)
|
Foreign exchange gains (losses), net
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
(1.0
|
)
|
|
|
0.3
|
|
Gain (loss) on sales of investments, net
|
|
|
0.2
|
|
|
|
6.3
|
|
|
|
15.5
|
|
|
|
11.3
|
|
Other, net
|
|
|
(1.7
|
)
|
|
|
(1.1
|
)
|
|
|
0.1
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
$
|
(11.7
|
)
|
|
$
|
1.0
|
|
|
$
|
(1.8
|
)
|
|
$
|
(7.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
Other
Current Assets
Other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
Deferred tax assets
|
|
$
|
66.9
|
|
|
$
|
112.2
|
|
Prepaid taxes
|
|
|
33.1
|
|
|
|
31.4
|
|
Receivable from collaborations
|
|
|
8.8
|
|
|
|
7.3
|
|
Interest receivable
|
|
|
6.1
|
|
|
|
4.9
|
|
Other prepaid expenses
|
|
|
60.1
|
|
|
|
47.9
|
|
Other
|
|
|
26.8
|
|
|
|
12.1
|
|
|
|
|
|
|
|
|
|
|
Total other current assets
|
|
$
|
201.8
|
|
|
$
|
215.8
|
|
|
|
|
|
|
|
|
|
|
Accrued
Expenses and Other
Accrued expenses and other consists of the following:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2011
|
|
|
2010
|
|
|
Employee compensation and benefits
|
|
$
|
134.3
|
|
|
$
|
159.7
|
|
Revenue-related rebates
|
|
|
112.4
|
|
|
|
105.3
|
|
Restructuring charges
|
|
|
8.9
|
|
|
|
66.4
|
|
Royalties and licensing fees
|
|
|
40.0
|
|
|
|
45.1
|
|
Deferred revenue
|
|
|
59.1
|
|
|
|
41.3
|
|
Collaboration expenses
|
|
|
57.1
|
|
|
|
31.6
|
|
Clinical development expenses
|
|
|
33.7
|
|
|
|
24.4
|
|
Interest payable
|
|
|
21.6
|
|
|
|
21.6
|
|
Construction in progress acrual
|
|
|
13.3
|
|
|
|
16.4
|
|
Current portion of contingent consideration
|
|
|
4.9
|
|
|
|
11.9
|
|
Derivative liability
|
|
|
24.9
|
|
|
|
12.2
|
|
Other
|
|
|
131.1
|
|
|
|
130.0
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses and other
|
|
$
|
641.3
|
|
|
$
|
665.9
|
|
|
|
|
|
|
|
|
|
|
For a discussion of restructuring charges accrued as of
June 30, 2011 and December 31, 2010, please read
Note 3, Restructuring to these condensed
consolidated financial statements.
|
|
18.
|
Investments
in Variable Interest Entities
|
Consolidated
Variable Interest Entities
Our condensed consolidated financial statements include the
financial results of variable interest entities in which we are
the primary beneficiary.
29
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
Investments
in Joint Ventures
We consolidate 100% of the operations of Biogen Dompé SRL
and Biogen Dompé Switzerland GmbH, our respective sales
affiliates in Italy and Switzerland, as we retain the
contractual power to direct the activities of these entities
which most significantly and directly impact their economic
performance. The activity of each of these joint ventures is
significant to our overall operations. The assets of these joint
ventures were restricted, from the standpoint of Biogen Idec, in
that they are not available for our general business use outside
the context of each joint venture. The holders of the
liabilities of each joint venture, including the credit line
from Dompé described in our 2010
Form 10-K,
had no recourse to Biogen Idec. Other than the line of credit
from us and Dompé Farmaceutici SpA to Biogen-Dompé
SRL, we have provided no financing to these joint ventures. In
addition, Biogen-Dompé SRL has an operating lease for
office space as well as a contract for the provision of
administrative services with Dompé Farmaceutici SpA.
The following table summarizes total joint venture assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|
|
June 30,
|
|
December 31,
|
(In millions)
|
|
2011
|
|
2010
|
|
Assets
|
|
$
|
193.6
|
|
|
$
|
159.2
|
|
Liabilities
|
|
$
|
74.6
|
|
|
$
|
63.3
|
|
The joint ventures most significant assets were accounts
receivable from the ordinary course of business. As of
June 30, 2011, accounts receivable held by our joint
ventures totaled $134.2 million, of which
$127.8 million were related to Biogen Dompé SRL,
compared to $124.2 million as of December 31, 2010, of
which $118.0 million were related to Biogen Dompé SRL.
For additional information related to our accounts receivable
balances in Italy, please read Note 5, Accounts
Receivable to these condensed consolidated financial
statements.
Knopp
In August 2010, we entered into a license agreement with Knopp
Neurosciences, Inc. (Knopp), a subsidiary of Knopp Holdings,
LLC, for the development, manufacture and commercialization of
dexpramipexole, an orally administered small molecule in
clinical development for the treatment of amyotrophic lateral
sclerosis (ALS). We are responsible for all development
activities and, if successful, we will also be responsible for
the manufacture and global commercialization of dexpramipexole.
Under the terms of the license agreement we made a
$26.4 million upfront payment and agreed to pay Knopp up to
an additional $265.0 million in development and sales-based
milestone payments, as well as royalties on future commercial
sales. In addition, we also purchased 30.0% of the Class B
common shares of Knopp for $60.0 million.
Due to the terms of the license agreement and our investment in
Knopp, we determined that we are the primary beneficiary of
Knopp as we have the power to direct the activities that most
significantly impact Knopps economic performance. As such,
we consolidate the results of Knopp. Although we have assumed
responsibility for the development of dexpramipexole, we may
also be required to reimburse certain Knopp expenses directly
attributable to the license agreement. Any additional amounts
incurred by Knopp that we reimburse will be reflected within
total costs and expenses in our consolidated statement of
income. Future development and sales-based milestone payments
will be reflected within our consolidated statement of income as
charges to noncontrolling interests when such milestones are
achieved.
In March 2011, we dosed the first patient in a registrational
study for dexpramipexole. The achievement of this milestone
resulted in a $10.0 million payment due to Knopp. As we
consolidate Knopp, we recognized this payment as a charge to
noncontrolling interests in the first quarter of 2011.
30
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
For the three and six months ended June 30, 2011, the
collaboration incurred $9.0 million and $14.7 million,
respectively, of expense related to the development of
dexpramipexole, which is reflected as research and development
expense within our condensed consolidated statements of income.
The assets and liabilities of Knopp are not significant to our
financial position or results of operations. We have provided no
financing to Knopp other than previously contractually required
amounts disclosed above.
Neurimmune
SubOne AG
In 2007, we entered into a collaboration agreement with
Neurimmune SubOne AG (Neurimmune), a subsidiary of Neurimmune
AG, for the development and commercialization of antibodies for
the treatment of Alzheimers disease. Neurimmune conducts
research to identify potential therapeutic antibodies and we are
responsible for the development, manufacturing and
commercialization of all products. Based upon our current
development plans, we may pay Neurimmune up to
$345.0 million in remaining milestone payments, as well as
royalties on sales of any resulting commercial products.
We determined that we are the primary beneficiary of Neurimmune
because we have the power through the collaboration to direct
the activities that most significantly impact SubOnes
economic performance and are required to fund 100% of the
research and development costs incurred in support of the
collaboration agreement. Amounts that are incurred by Neurimmune
for research and development expenses in support of the
collaboration that we reimburse are reflected in research and
development expense in our consolidated statements of income.
Future milestone payments will be reflected within our
consolidated statements of income as a charge to the
noncontrolling interest when such milestones are achieved.
For the three and six months ended June 30, 2011, the
collaboration incurred development expense totaling
$3.0 million and $4.8 million, respectively, which is
reflected as research and development expense within our
condensed consolidated statements of income, compared to
$5.3 million and $10.4 million, respectively, in the
prior year comparative periods.
In April 2011, we submitted an Investigational New Drug (IND)
application for BIIB037 (human
anti-Amyloid
β mAb), a
beta-amyloid
removal therapy. BIIB037 is being developed for the treatment of
Alzheimers disease. The achievement of this milestone
resulted in a $15.0 milestone payment made to Neurimmune.
As we consolidate Neurimmune, we have recognized this payment as
a charge to noncontrolling interests in the second quarter of
2011.
The assets and liabilities of Neurimmune are not significant as
it is a research and development organization. We have provided
no financing to Neurimmune other than previously contractually
required amounts disclosed above.
Unconsolidated
Variable Interest Entities
We have relationships with other variable interest entities
which we do not consolidate as we lack the power to direct the
activities that significantly impact the economic success of
these entities. These relationships include investments in
certain biotechnology companies and research collaboration
agreements. For additional information related to our
significant collaboration arrangements, please read
Note 19, Collaborations to our consolidated
financial statements included within our 2010
Form 10-K.
As of June 30, 2011 and December 31, 2010, the total
carrying value of our investments in biotechnology companies
that we determined to be variable interest entities and which
are not consolidated were $17.7 million and
$22.9 million, respectively. Our maximum exposure to loss
related to these variable interest entities is limited to the
carrying value of our investments.
31
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
We have entered into research collaborations with certain
variable interest entities where we are required to fund certain
development activities. These development activities are
included in research and development expense within our
consolidated statements of income as they are incurred.
Depending on the collaborative arrangement, we may record
funding receivables or payable balances with our partners, based
on the nature of the cost-sharing mechanism and activity within
the collaboration. As of June 30, 2011 and
December 31, 2010, we had no significant receivables or
payables related to cost sharing arrangements with
unconsolidated variable interest entities.
We have provided no financing to these variable interest
entities other than previously contractually required amounts.
In April 2011, we agreed to terminate our collaboration with
Vernalis plc. (Vernalis) for the development and
commercialization of an adenosine A2a receptor antagonist for
treatment of Parkinsons disease effective April 11,
2011. Under the terms of the agreement, we will return the
program to Vernalis and have no further license to, or
continuing involvement in the development of, this compound and
its related intellectual property. In exchange, we will receive
a royalty on future net sales if this compound is ultimately
commercialized. We funded development costs through the
termination date and have no other remaining development
obligations after that date. Development expense incurred by
this collaboration in 2011 was insignificant.
Massachusetts
Department of Revenue
In 2006, the Massachusetts Department of Revenue (DOR) issued a
Notice of Assessment against Biogen Idec MA, Inc. (BIMA) for
$38.9 million of corporate excise tax for 2002, which
includes associated interest and penalties. The assessment
asserts that the portion of sales attributable to Massachusetts
(sales factor), the computation of BIMAs research and
development credits and certain deductions claimed by BIMA were
not appropriate, resulting in unpaid taxes for 2002. We filed an
abatement application with the DOR seeking abatements for 2001,
2002 and 2003. Our abatement application was denied and on
July 25, 2007, we filed a petition with the Massachusetts
Appellate Tax Board (the Massachusetts ATB) seeking, among other
items, abatements of corporate excise tax for 2001, 2002 and
2003 and adjustments in certain credits and credit carry
forwards for 2001, 2002 and 2003. Issues before the
Massachusetts ATB include the computation of BIMAs sales
factor for 2001, 2002 and 2003, computation of BIMAs
research credits for those same years, and the availability of
deductions for certain expenses and partnership flow-through
items. The hearing on our petition has been stayed by the
Massachusetts ATB to allow the parties to discuss a negotiated
resolution of all disputes as to 2001, 2002 and 2003. The
Massachusetts ATB has ordered a status conference for
September 6, 2011, at which the parties will report on the
status of the settlement discussions.
On June 8, 2010, we received Notices of Assessment from the
DOR against BIMA for $103.5 million of corporate excise
tax, including associated interest and penalties, related to our
2004, 2005 and 2006 tax filings. We believe the asserted basis
for these assessments is consistent with that for 2002. We filed
an abatement application with the DOR seeking abatements for
2004, 2005, and 2006. Our abatement application was denied on
December 15, 2010 and we filed a petition appealing the
denial with the Massachusetts ATB on February 3, 2011. For
all periods under dispute, we believe that positions taken in
our tax filings are valid and believe that we have meritorious
defenses in these disputes. We are contesting these matters
vigorously.
32
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
Hoechst
Genentech Arbitration
On October 24, 2008, Hoechst GmbH (Hoechst),
predecessor to
Sanofi-Aventis
Deutschland GmbH (Sanofi), filed with the ICC
International Court of Arbitration (Paris) a request for
arbitration against Genentech, relating to a license agreement
(the Hoechst License) between Hoechsts
predecessor and Genentech that was entered as of January 1,
1991 and terminated by Genentech on October 27, 2008. The
Hoechst License granted Genentech certain rights with respect to
U.S. Patents 5,849,522 (522 patent) and 6,218,140
(140 patent) and related patents outside the U.S. The
license agreement provided for royalty payments of 0.5% on net
sales of certain products defined by the agreement. In June
2011, the arbitrator issued an intermediate decision indicating
that RITUXAN is such a product and ordering Genentech to provide
certain RITUXAN sales information for the period from
December 15, 1998 to October 27, 2008. The arbitrator
will use this information to ascertain the amount of damages to
be awarded to Hoechst. Genentech has filed a Declaration of
Appeal from the intermediate decision in the Court of Appeal in
Paris, which is pending. Although we are not a party to the
arbitration, we expect that certain damages that may be awarded
to Hoechst will be a cost charged to our collaboration with
Genentech. Accordingly, we have reduced our share of RITUXAN
revenues from unconsolidated joint business by approximately
$50.0 million in the second quarter of 2011, as a result of
an accrual for estimated compensatory damages (including
interest) relating to the arbitrators intermediate
decision. We expect the impact in subsequent quarters will be
limited to adjustments necessary to reflect the difference
between our estimate and the damages attributable to our
collaboration or a successful challenge by Genentech of the
arbitrators decision.
Sanofi
522 and 140 Patent Litigation
On October 27, 2008, Sanofi, successor to Hoechst, filed
suit against Genentech and Biogen Idec in federal court in Texas
(E.D. Tex.) (Texas Action) claiming that RITUXAN and certain
other Genentech products infringe the 522 patent and the
140 patent. The patents are due to expire in December
2015. Sanofi seeks preliminary and permanent injunctions,
compensatory and exemplary damages, and other relief. The same
day Genentech and Biogen Idec filed a complaint against Sanofi
in federal court in California (N.D. Cal.) (California Action)
seeking a declaratory judgment that RITUXAN and other Genentech
products do not infringe the 522 patent or the 140
patent and a declaratory judgment that those patents are
invalid. The Texas Action was ordered transferred to the federal
court in the Northern District of California and consolidated
with the California Action and we refer to the two actions
together as the Consolidated Sanofi Patent Actions. On
April 21, 2011, the court entered a separate and final
judgment that the manufacture and sale of RITUXAN do not
infringe the 522 patent or the 140 patent and stayed
the trial of the remaining claims, including Biogen Idecs
and Genentechs invalidity claims. Sanofi has filed a
notice of appeal from the courts non-infringement ruling
to the U.S. Court of Appeals for the Federal Circuit. We
have not formed an opinion that a decision in favor of Sanofi in
its appeal of the non-infringement ruling, or an unfavorable
outcome on the now stayed invalidity claims in the Consolidated
Sanofi Patent Actions, is either probable or
remote. We believe that we have good and valid
defenses and are vigorously defending against Sanofis
allegations. In the event that we and Genentech are found liable
we estimate that the range of any potential loss could extend to
a royalty of up to 0.5% of net sales of RITUXAN, based on, among
other things, the royalty rate set forth in the terminated
Hoechst License and an analysis of royalty rates charged for
comparable technologies. We believe that Sanofi would seek a
substantially higher royalty rate, and we will continue to
vigorously oppose its claims and position. One of the issues to
be resolved in the Consolidated Sanofi Patent Actions is whether
any award of reasonable royalty damages would begin running from
October 27, 2008, when Genentech terminated the Hoechst
License, or from October 27, 2002, six years before Sanofi
filed the Texas Action, the statutory limitations period for
damages in patent cases. In the event that Genentech is ordered
in the arbitration described above to pay royalties on RITUXAN
sales under the Hoechst License up to the date of the
termination of the Hoechst License (October 27, 2008), we
do not anticipate that either we or Genentech
33
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
would be subject to any damages award in the Consolidated Sanofi
Patent Actions for any period before October 27, 2008.
Certain damages that may be awarded to Sanofi may be a cost
charged to our collaboration with Genentech.
755
Patent Litigation
On September 15, 2009, we were issued U.S. Patent
No. 7,588,755 (755 Patent), which claims the use of
interferon beta for immunomodulation or treating a viral
condition, viral disease, cancers or tumors. This patent, which
expires in September 2026, covers, among other things, the
treatment of MS with our product AVONEX. On May 27, 2010,
Bayer Healthcare Pharmaceuticals Inc. (Bayer) filed a lawsuit
against us in the U.S. District Court for the District of
New Jersey seeking a declaratory judgment of patent invalidity
and noninfringement and seeking monetary relief in the form of
attorneys fees, costs and expenses. On May 28, 2010,
BIMA filed a lawsuit in the U.S. District Court for the
District of New Jersey alleging infringement of the 755
Patent by EMD Serono, Inc. (manufacturer, marketer and seller of
REBIF), Pfizer, Inc. (co-marketer of REBIF), Bayer
(manufacturer, marketer and seller of BETASERON and manufacturer
of EXTAVIA), and Novartis Pharmaceuticals Corp. (marketer and
seller of EXTAVIA) and seeking monetary damages, including lost
profits and royalties. The court has consolidated the two
lawsuits, and we refer to the two actions as the Consolidated
755 Patent Actions. On August 16, 2010, BIMA amended
its complaint to add Ares Trading S.A. (Ares), an affiliate of
EMD Serono, as a defendant, and to seek a declaratory judgment
that a purported nonsuit and option agreement
between Ares and BIMA dated October 12, 2000, that purports
to provide that Ares will have an option to obtain a license to
the 755 Patent, is not a valid and enforceable agreement
or, alternatively, has been revoked
and/or
terminated by the actions of Ares or its affiliates. Ares moved
to compel arbitration of the claims against it, and on
June 7, 2011, a United States Magistrate Judge recommended
allowance of Ares motion. On June 21, 2011, we filed
objections to the recommendation. Pending a decision on our
objections by the U.S. District Court Judge, an arbitration
tribunal has convened and has scheduled a hearing for October
19-21, 2011.
Bayer, Pfizer, Novartis and EMD Serono have all filed
counterclaims in the Consolidated 755 Patent Actions
seeking declaratory judgments of patent invalidity and
noninfringement, and seeking monetary relief in the form of
costs and attorneys fees, and EMD Serono and Bayer have
each filed a counterclaim seeking a declaratory judgment that
the 755 Patent is unenforceable based on alleged
inequitable conduct. Bayer has also amended its complaint to
seek such a declaration. No trial date has yet been ordered, but
we expect that the trial of the Consolidated 755 Patent
Actions will take place in 2013.
GSK
612 Patent Litigation
On March 23, 2010, we and Genentech were issued
U.S. Patent No. 7,682,612 (612 Patent) relating
to a method of treating CLL using an anti-CD20 antibody. The
patent which expires in November 2019 covers, among other
things, the treatment of CLL with RITUXAN. On March 23,
2010, we filed a lawsuit in federal court in the Southern
District of California against Glaxo Group Limited and
GlaxoSmithKline LLC (collectively, GSK) alleging infringement of
that patent based upon GSKs manufacture, marketing and
sale, offer to sell, and importation of ARZERRA. We seek
damages, including a royalty and lost profits, and injunctive
relief. GSK has filed a counterclaim seeking a declaratory
judgment of patent invalidity, noninfringement,
unenforceability, and inequitable conduct, and seeking monetary
relief in the form of costs and attorneys fees.
Novartis
V&D 688 Patent Litigation
On January 26, 2011, Novartis Vaccines and Diagnostics,
Inc. (Novartis V&D) filed suit against us in federal
district court in Delaware, alleging that TYSABRI infringes
U.S. Patent No. 5,688,688 Vector for
Expression of a Polypeptide in a Mammalian Cell
(688 Patent), which was granted in November 1997 and
expires in November 2014. Novartis V&D seeks a declaration
of infringement, a finding of willful
34
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
infringement, compensatory damages, treble damages, interest,
costs and attorneys fees. We have not formed an opinion
that an unfavorable outcome is either probable or
remote, and are unable to estimate the magnitude or
range of any potential loss. We believe that we have good and
valid defenses to the complaint and will vigorously defend
against it.
Product
Liability and Other Legal Proceedings
We are also involved in product liability claims and other legal
proceedings generally incidental to our normal business
activities. While the outcome of any of these proceedings cannot
be accurately predicted, we do not believe the ultimate
resolution of any of these existing matters would have a
material adverse effect on our business or financial conditions.
We operate as one business segment, which is the business of
discovering, developing, manufacturing and marketing products
for the treatment of serious diseases with a focus on
neurological disorders and therefore, our chief operating
decision-maker manages the operations of our Company as a single
operating segment.
|
|
22.
|
New
Accounting Pronouncements
|
From time to time, new accounting pronouncements are issued by
the Financial Accounting Standards Board (FASB) or other
standard setting bodies that are adopted by the Company as of
the specified effective date. Unless otherwise discussed, we
believe that the impact of recently issued standards that are
not yet effective will not have a material impact on our
financial position or results of operations upon adoption.
In June 2011, the FASB issued Accounting Standards Update (ASU)
No. 2011-05,
Comprehensive Income (Topic 220) (ASU
2011-05).
This newly issued accounting standard (1) eliminates the
option to present the components of other comprehensive income
as part of the statement of changes in stockholders
equity; (2) requires the consecutive presentation of the
statement of net income and other comprehensive income; and
(3) requires an entity to present reclassification
adjustments on the face of the financial statements from other
comprehensive income to net income. The amendments in this ASU
do not change the items that must be reported in other
comprehensive income or when an item of other comprehensive
income must be reclassified to net income nor do the amendments
affect how earnings per share is calculated or presented. This
ASU is required to be applied retrospectively and is effective
for fiscal years and interim periods within those years
beginning after December 15, 2011, which for Biogen Idec
means January 1, 2012. As this accounting standard only
requires enhanced disclosure, the adoption of this standard will
not impact our financial position or results of operations.
In May 2011, the FASB issued ASU
No. 2011-04,
Fair Value Measurement (Topic 820): Amendments to
Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs
(ASU 2011-04).
This newly issued accounting standard clarifies the application
of certain existing fair value measurement guidance and expands
the disclosures for fair value measurements that are estimated
using significant unobservable (Level 3) inputs. This
ASU is effective on a prospective basis for annual and interim
reporting periods beginning on or after December 15, 2011,
which for Biogen Idec means January 1, 2012. We do not
expect that adoption of this standard will have a material
impact on our financial position or results of operations.
35
BIOGEN
IDEC INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited,
continued)
In January 2010, we adopted a newly issued accounting standard
which requires additional disclosure about the amounts of and
reasons for significant transfers in and out of Level 1 and
Level 2 fair value measurements. This standard also
clarified existing disclosure requirements related to the level
of disaggregation of fair value measurements for each class of
assets and liabilities and requires disclosures about inputs and
valuation techniques used to measure fair value for both
recurring and nonrecurring Level 2 and Level 3
measurements. In addition, effective for interim and annual
periods beginning after December 15, 2010, which for Biogen
Idec is January 1, 2011, this standard further requires an
entity to present disaggregated information about activity in
Level 3 fair value measurements on a gross basis, rather
than as one net amount. As this newly issued accounting standard
only requires enhanced disclosure, the adoption of this standard
did not impact our financial position or results of operations.
36
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following discussion should be read in conjunction with our
condensed consolidated financial statements and accompanying
notes beginning on page 4 of this quarterly report on
Form 10-Q
and our audited consolidated financial statements and related
notes included in our Annual Report on
Form 10-K
for the year ended December 31, 2010 (2010
Form 10-K).
Certain totals may not sum due to rounding.
Executive
Summary
Introduction
Biogen Idec is a global biotechnology company focused on
discovering, developing, manufacturing and marketing products
for the treatment of serious diseases with a focus on
neurological disorders. We currently have four marketed
products: AVONEX, RITUXAN, TYSABRI, and FUMADERM. Our marketed
products are used for the treatment of multiple sclerosis (MS),
non-Hodgkins lymphoma (NHL), rheumatoid arthritis (RA),
Crohns disease, chronic lymphocytic leukemia (CLL), and
psoriasis.
In the near term, our current and future revenues are dependent
upon continued sales of our three principal products, AVONEX,
RITUXAN and TYSABRI. In the longer term, our revenue growth will
be dependent upon the successful pursuit of external business
development opportunities and clinical development, regulatory
approval and launch of new commercial product as well as upon
our ability to protect our patents related to our marketed
products and assets originating from our research and
development efforts. As part of our ongoing research and
development efforts, we have devoted significant resources to
conducting clinical studies to advance the development of new
pharmaceutical products and to explore the utility of our
existing products in treating disorders beyond those currently
approved in their labels.
In November 2010, we announced a number of strategic,
operational and organizational initiatives, which are described
below under the heading Restructuring Charge.
We expect to incur charges totaling approximately
$100.0 million associated with the implementation of these
initiatives. We incurred $16.6 million of these charges in
the six months ended June 30, 2011 and $75.2 million
of these charges in the fourth quarter of 2010. We expect that
substantially all of the remaining restructuring charges will be
incurred and paid by the end of 2011.
Financial
Highlights
The following table is a summary of financial results achieved:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
Ended June 30,
|
(In millions, except per share amounts and percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
Total revenues
|
|
$
|
1,208.6
|
|
|
$
|
1,212.7
|
|
|
|
(0.3
|
)%
|
Income from operations
|
|
$
|
410.8
|
|
|
$
|
395.9
|
|
|
|
3.8
|
%
|
Net income attributable to Biogen Idec Inc
|
|
$
|
288.0
|
|
|
$
|
293.4
|
|
|
|
(1.8
|
)%
|
Diluted earnings per share attributable to Biogen Idec Inc
|
|
$
|
1.18
|
|
|
$
|
1.12
|
|
|
|
5.4
|
%
|
As described below under Results of Operations,
our operating results for the three months ended
June 30, 2011 reflect the following:
|
|
|
|
|
Worldwide AVONEX revenues totaled $659.2 million in the
second quarter of 2011, representing an increase of 5.0% over
the same period in 2010.
|
|
|
|
Our share of TYSABRI revenues totaled $281.4 million in the
second quarter of 2011, representing an increase of 28.4% over
the same period in 2010.
|
|
|
|
Our share of RITUXAN revenues totaled $216.5 million in the
second quarter of 2011, representing a decrease of approximately
29.3% over the same period in 2010. This decrease was primarily
the result of an accrual for estimated compensatory damages
(including interest) relating to an intermediate
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37
|
|
|
|
|
decision by the arbitrator in Genentechs ongoing
arbitration with Hoechst GmbH. Accordingly, we have reduced our
share of RITUXAN revenues from unconsolidated joint business by
approximately $50.0 million in the second quarter of 2011.
For additional information related to this matter, please read
Note 20, Litigation to our condensed consolidated
financial statements included within this report. This decrease
was also driven by royalty expirations in our rest of world
markets, a decrease in selling and development expenses incurred
by us and reimbursed by Genentech, which are included within our
total unconsolidated joint business revenue, and the recognition
of a $21.3 million cumulative underpayment of royalties
owed to us by Genentech in the second quarter of 2010. These
decreases were offset in part by an increase in our share of net
U.S. RITUXAN product revenues which increased 5.9% over the
same period in 2010.
|
|
|
|
|
|
Total cost and expenses decreased 2.3% in the second quarter of
2011, compared to the same period in 2010. Cost of sales and
research and development expense decreased 6.1% and 13.9%,
respectively, for the second quarter of 2011 over 2010. These
decreases were offset by a 40.5% increase in collaboration
profit sharing expense due to TYSABRI revenue growth.
|
We generated $683.2 million of net cash flow from
operations for the six months ended June 30, 2011, which
was primarily driven by earnings. Cash and cash equivalents and
marketable securities totaled approximately
$2,510.3 million as of June 30, 2011.
In February 2011, our Board of Directors authorized the
repurchase of up to 20.0 million shares of our common
stock. Under this authorization, we repurchased approximately
2.2 million and 5.0 million shares of our common stock
at a cost of $191.3 million and $386.6 million,
respectively, during the three and six months ended
June 30, 2011.
Business
Environment
We conduct our business primarily within the biotechnology and
pharmaceutical industries, which are highly competitive. Many of
our competitors are working to develop or have already developed
products similar to those we are developing or already market.
For example, along with us, a number of companies are working to
develop or have already developed additional treatments for MS,
including oral and other alternative formulations, that may
compete with AVONEX and TYSABRI. In addition, the
commercialization of certain of our own pipeline product
candidates, such as BG-12 (dimethyl fumarate), may also
negatively impact future sales of AVONEX and TYSABRI. We may
also face increased competitive pressures as a result of the
emergence of biosimilars. In the U.S., AVONEX, RITUXAN and
TYSABRI are licensed under the Public Health Service Act (PHSA)
as biological products. In March 2010, U.S. healthcare
reform legislation amended the PHSA to authorize the
U.S. Food and Drug Administration (FDA) to approve
biological products, known as biosimilars or follow-on
biologics, that are shown to be highly similar to previously
approved biological products based upon potentially abbreviated
data packages.
In addition, the economic environment in Europe has become
increasingly challenging. Many of the countries in which we
operate are seeking to reduce their public expenditures in light
of the recent global economic downturn and we have encountered
efforts to reform health care coverage and reduce health care
costs. Moreover, the deterioration of the credit and economic
conditions in certain countries in Europe has delayed
reimbursement for our products and led to additional austerity
measures aimed at reducing healthcare costs. Global efforts to
reduce healthcare costs continue to exert pressure on product
pricing and have negatively impacted our revenues and results of
operations. For additional information about certain risks that
could negatively impact our financial position or future results
of operations, please read the Risk Factors
section of this report.
Key
Pipeline Developments
FAMPYRA
On July 20, 2011, the European Commission (EC) granted a
conditional marketing authorisation for FAMPYRA in the E.U.,
which triggered a $25.0 million milestone payment payable
to Acorda Therapeutics, Inc. (Acorda). FAMPYRA is an oral
compound indicated as a treatment to improve walking ability in
people
38
with MS. As part of the conditions of the conditional marketing
authorisation for FAMPYRA, we will provide additional data from
on-going clinical studies regarding FAMPYRAs benefits and
safety in the long term. A conditional marketing authorization
is renewable annually and is granted to a medicinal product with
a positive benefit/risk assessment that fulfills an unmet
medical need when the benefit to public health of immediate
availability outweighs the risk inherent in the fact that
additional data are still required. FAMPRYA also received
authorization from the Australian Therapeutic Goods
Administration in May 2011.
In 2009, we entered into a collaboration and license agreement
with Acorda to develop and commercialize FAMPYRA and other
aminopyridine products in markets outside the U.S. This
transaction represents a sublicensing of an existing license
agreement between Acorda and Elan. Acorda will supply our
requirements for FAMPYRA through its existing supply agreement
with Elan. Under our agreement with Acorda, we will
commercialize FAMPYRA and have responsibility for regulatory
activities and future clinical development of FAMPYRA outside
the U.S. We will pay Acorda royalties based on
ex-U.S. net
sales, and milestones based on new indications and
ex-U.S. net
sales. These milestones include the $25.0 million payment
for successful license of the product in the E.U. The next
expected milestone would be $15.0 million, due when
ex-U.S. net
sales reach $100.0 million over four consecutive quarters.
We will capitalize these milestones as they become payable as an
intangible asset, which will be amortized utilizing an economic
consumption model. Under the economic consumption model, the
amount of amortization will be determined by calculating a ratio
of actual current period sales to total anticipated sales for
the life of the product and applying this ratio to the carrying
amount of the intangible asset. We will recognize royalty
payments as a component of cost of goods sold. For additional
information related to our collaboration with Acorda, please
read Note 19, Collaborations to our consolidated
financial statements included within our 2010
Form 10-K.
BG-12
In April 2011, we announced positive results from DEFINE, the
first of two pivotal Phase 3 clinical trials designed to
evaluate our investigational oral compound BG-12 as a
monotherapy in relapsing-remitting multiple sclerosis (RRMS).
Results showed that 240 mg of BG-12, administered either
twice or three times a day, met the primary and secondary study
endpoints. Initial data from the trial also showed that BG-12
demonstrated a favorable safety and tolerability profile,
consistent with what was seen in the published Phase 2 study of
BG-12. A second Phase 3 RRMS clinical trial, CONFIRM, is
currently underway, with results expected in the second half of
2011. The FDA rescinded the fast track designation for BG-12 due
to the availability of another oral MS treatment on the market.
We have several patents and other rights applicable to BG-12. In
the U.S., we are entitled to the five-year data exclusivity
given to new chemical entities and we own a patent covering the
administration of dimethyl fumarate (DMF), the active ingredient
in BG-12, to treat MS and other autoimmune diseases. This patent
expires in 2020 with a possible term extension to be determined.
In the E.U., we have a patent covering our BG-12 formulation and
the method of treating MS and other autoimmune diseases with our
formulation that expires in 2019 and which may also be eligible
for patent term extension in some countries. In the E.U., we
believe that we are entitled to 8 years of data exclusivity
and 2 years of market exclusivity because we believe BG-12
is a New Active Substance under E.U. law. While
there is some uncertainty around achieving data protection in
the E.U. as a New Active Substance, we believe that
our submission, which will be based upon an independent data
package, will also support 10 years of data exclusivity.
We acquired BG-12 and FUMADERM (Fumapharm Products) as part of
our acquisition of Fumapharm AG in 2006. We paid
$220.0 million upon closing of the transaction and will pay
an additional $15.0 million if a Fumapharm Product is
approved for MS in the U.S. or E.U. We may also make
additional milestone payments to Fumapharm AG based on
attainment of certain sales levels of Fumapharm Products, less
certain costs as defined in the acquisition agreement. These
milestone payments are considered contingent consideration and
will be accounted for as an increase to goodwill as incurred, in
accordance with the accounting standard applicable to business
combinations when we acquired Fumapharm. Milestone payments are
due within 30 days following the end of the quarter in
which the applicable sales level has been reached and are based
upon the total sales of Fumapharm Products in the prior twelve
month period.
39
Results
of Operations
Revenues
Revenues are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Product:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
490.6
|
|
|
|
40.6
|
%
|
|
$
|
433.0
|
|
|
|
35.7
|
%
|
|
$
|
951.0
|
|
|
|
39.4
|
%
|
|
$
|
843.5
|
|
|
|
36.3
|
%
|
Rest of world
|
|
|
466.1
|
|
|
|
38.6
|
%
|
|
|
426.2
|
|
|
|
35.1
|
%
|
|
|
912.8
|
|
|
|
37.8
|
%
|
|
|
840.0
|
|
|
|
36.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenues
|
|
|
956.7
|
|
|
|
79.2
|
%
|
|
|
859.2
|
|
|
|
70.8
|
%
|
|
|
1,863.8
|
|
|
|
77.3
|
%
|
|
|
1,683.5
|
|
|
|
72.5
|
%
|
Unconsolidated joint business
|
|
|
216.5
|
|
|
|
17.9
|
%
|
|
|
306.4
|
|
|
|
25.3
|
%
|
|
|
472.6
|
|
|
|
19.6
|
%
|
|
|
561.3
|
|
|
|
24.2
|
%
|
Other
|
|
|
35.5
|
|
|
|
2.9
|
%
|
|
|
47.1
|
|
|
|
3.9
|
%
|
|
|
75.6
|
|
|
|
3.1
|
%
|
|
|
76.8
|
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
1,208.6
|
|
|
|
100.0
|
%
|
|
$
|
1,212.7
|
|
|
|
100.0
|
%
|
|
$
|
2,412.0
|
|
|
|
100.0
|
%
|
|
$
|
2,321.6
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
Revenues
Product revenues are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
AVONEX
|
|
$
|
659.2
|
|
|
|
68.9
|
%
|
|
$
|
628.1
|
|
|
|
73.1
|
%
|
|
$
|
1,301.7
|
|
|
|
69.8
|
%
|
|
$
|
1,220.7
|
|
|
|
72.5
|
%
|
TYSABRI
|
|
|
281.4
|
|
|
|
29.4
|
%
|
|
|
219.2
|
|
|
|
25.5
|
%
|
|
|
532.8
|
|
|
|
28.6
|
%
|
|
|
437.9
|
|
|
|
26.0
|
%
|
Other
|
|
|
16.1
|
|
|
|
1.7
|
%
|
|
|
11.9
|
|
|
|
1.4
|
%
|
|
|
29.3
|
|
|
|
1.6
|
%
|
|
|
24.9
|
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenues
|
|
$
|
956.7
|
|
|
|
100.0
|
%
|
|
$
|
859.2
|
|
|
|
100.0
|
%
|
|
$
|
1,863.8
|
|
|
|
100.0
|
%
|
|
$
|
1,683.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVONEX
Revenues from AVONEX are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
United States
|
|
$
|
409.4
|
|
|
$
|
370.9
|
|
|
|
10.4
|
%
|
|
$
|
796.7
|
|
|
$
|
720.9
|
|
|
|
10.5
|
%
|
Rest of world
|
|
|
249.8
|
|
|
|
257.2
|
|
|
|
(2.9
|
)%
|
|
|
505.0
|
|
|
|
499.8
|
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total AVONEX revenues
|
|
$
|
659.2
|
|
|
$
|
628.1
|
|
|
|
5.0
|
%
|
|
$
|
1,301.7
|
|
|
$
|
1,220.7
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the increase in U.S. AVONEX
revenue was due to price increases, offset by decreased
commercial demand. Decreased commercial demand resulted in
declines of approximately 3% and 2%, respectively, in
U.S. AVONEX unit sales volume for the three and six months
ended June 30, 2011, over the prior year comparative
periods.
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, rest of world AVONEX revenue
reflects losses recognized in relation to the settlement of
certain cash flow hedge instruments under our foreign currency
hedging program and prices decreases in some countries, offset
by increased commercial demand and the favorable impact of
foreign currency exchange rates. Increased commercial demand
resulted in increases of approximately 1% and 7%, respectively,
in rest of world AVONEX unit sales volume for the three and six
months ended June 30, 2011, over the prior year comparative
periods. Losses recognized in relation to the settlement of
certain cash flow hedge instruments under our foreign currency
hedging program for the three and six months ended June 30,
2011, totaled $15.1 million and
40
$22.2 million, respectively, compared to gains recognized
of $15.2 million and $13.9 million, respectively, in
the prior year comparative periods.
We expect AVONEX to face increasing competition in the MS
marketplace in both the U.S. and rest of world. We and a
number of other companies are working to develop or have already
developed products to treat MS, including oral and other
alternative formulations, that may compete with AVONEX now and
in the future. In addition, the continued growth of TYSABRI and
the commercialization of our other pipeline product candidates
may negatively impact future sales of AVONEX. Increased
competition may also lead to reduced unit sales of AVONEX, as
well as increasing price pressure.
TYSABRI
We collaborate with Elan Pharma International, Ltd (Elan), an
affiliate of Elan Corporation, plc., on the development and
commercialization of TYSABRI. For additional information related
to this collaboration, please read Note 19,
Collaborations to our consolidated financial statements
included within our 2010
Form 10-K.
Revenues from TYSABRI are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
United States
|
|
$
|
81.2
|
|
|
$
|
62.1
|
|
|
|
30.8
|
%
|
|
$
|
154.3
|
|
|
$
|
122.6
|
|
|
|
25.9
|
%
|
Rest of world
|
|
|
200.2
|
|
|
|
157.1
|
|
|
|
27.4
|
%
|
|
|
378.4
|
|
|
|
315.3
|
|
|
|
20.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TYSABRI revenues
|
|
$
|
281.4
|
|
|
$
|
219.2
|
|
|
|
28.4
|
%
|
|
$
|
532.8
|
|
|
$
|
437.9
|
|
|
|
21.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the increase in U.S. TYSABRI
revenue was due to increased commercial demand and price
increases. Increased commercial demand resulted in increases of
approximately 10% and 11%, respectively, in U.S. TYSABRI
unit sales volume for the three and six months ended
June 30, 2011, over the prior year comparative periods. Net
sales of TYSABRI from our collaboration partner, Elan, to
third-party customers in the U.S. for the three and six
months ended June 30, 2011, totaled $183.0 million and
$353.0 million, respectively, compared to
$144.9 million and $280.1 million, respectively, in
the prior year comparative periods.
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the increase in rest of world
TYSABRI revenue was due to increased commercial demand and the
favorable impact of foreign currency exchange rates, offset by
price decreases in some countries. Increased commercial demand
resulted in increases of approximately 20% and 19%,
respectively, in rest of world TYSABRI unit sales volume for the
three and six months ended June 30, 2011, over the prior
year comparative periods. TYSABRI rest of world revenue for the
three and six months ended June 30, 2011, also includes
losses recognized in relation to the settlement of certain cash
flow hedge instruments under our foreign currency hedging
program totaling $3.4 million and $4.6 million,
respectively, compared to gains recognized of $4.5 million
and $6.0 million, respectively, in the prior year
comparative periods.
In April 2011, the U.S. Food and Drug Administration (FDA)
approved changes to the U.S. TYSABRI label to include a
table summarizing the estimated incidence of progressive
multifocal leukoencephalopathy (PML), a serious brain infection,
according to the duration of TYSABRI therapy. In June 2011, the
EMA approved the renewal of TYSABRIs marketing
authorization in the E.U. TYSABRI will undergo a second renewal
process in another five years.
E.U. and U.S. regulators continue to monitor and assess on
an ongoing basis the criteria for confirming PML diagnosis, the
number of PML cases, the incidence of PML in TYSABRI patients,
the risk factors for PML, and TYSABRIs benefit-risk
profile, which could result in further modifications to the
respective labels or other restrictions on TYSABRI treatment.
Safety warnings included in the TYSABRI label, and any future
safety-related label changes, may limit the growth of TYSABRI
unit sales. We continue to research and develop protocols and
therapies that may reduce risk and improve outcomes of PML in
patients. For example, we have initiated two clinical studies in
the U.S., known as STRATIFY-1 and STRATIFY-2, that collectively
are intended to define the
41
prevalence of serum JC virus antibody in patients with relapsing
MS receiving or considering treatment with TYSABRI and the
stratification of patients into lower or higher risk for
developing PML based on antibody status. In June 2011, the EMA
approved changes to the product label for TYSABRI in the E.U. to
include anti-JC virus antibody status as a third risk factor to
help stratify the risk of PML. Prior immunosuppressant therapy
and TYSABRI treatment duration are two established risk factors
already included in the product labeling. In addition, our JC
virus assay became commercially available broadly in the E.U. in
May 2011. We are pursuing regulatory approval of our JC virus
assay in the U.S. and expect it will be available broadly
in the U.S. later this year.
Our efforts to stratify patients into lower or higher risk for
developing PML, and other ongoing or future clinical trials
involving TYSABRI may have a negative impact on prescribing
behavior in at least the short term, which may result in
decreased product revenues from sales of TYSABRI. We also expect
TYSABRI to face increasing competition in the MS marketplace in
both the U.S. and rest of world. We and a number of other
companies are working to develop or have already developed
products to treat MS, including oral and other alternative
formulations, that may compete with TYSABRI now and in the
future. In addition, the commercialization of our other pipeline
product candidates may negatively impact future sales of
TYSABRI. Increased competition may also lead to reduced unit
sales of TYSABRI, as well as increasing price pressure.
Unconsolidated
Joint Business Revenues
We collaborate with Genentech on the development and
commercialization of RITUXAN. In April 2011, the FDA approved
RITUXAN, in combination with corticosteroids, as a new medicine
for adults with Wegeners Granulomatosis (WG) and
Microscopic Polyangiitis (MPA). WG and MPA are two severe forms
of vasculitis called ANCA-Associated Vasculitis (AAV), a rare
autoimmune disease that largely affects the small blood vessels
of the kidneys, lungs, sinuses, and a variety of other organs.
For additional information related to this collaboration and
additional information regarding the pretax co-promotion profit
sharing formula for RITUXAN and its impact on future
unconsolidated joint business revenues, please read
Note 19, Collaborations to our consolidated
financial statements included within our 2010
Form 10-K.
Revenues from unconsolidated joint business are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Biogen Idecs share of co-promotion profits in the
U.S.
|
|
$
|
189.6
|
|
|
$
|
228.1
|
|
|
|
(16.9
|
)%
|
|
$
|
411.5
|
|
|
$
|
428.4
|
|
|
|
(3.9
|
)%
|
Reimbursement of selling and development expenses in the
U.S.
|
|
|
1.8
|
|
|
|
17.6
|
|
|
|
(89.8
|
)%
|
|
|
4.5
|
|
|
|
33.8
|
|
|
|
(86.7
|
)%
|
Revenue on sales of RITUXAN in the rest of world
|
|
|
25.1
|
|
|
|
60.7
|
|
|
|
(58.6
|
)%
|
|
|
56.6
|
|
|
|
99.1
|
|
|
|
(42.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unconsolidated joint business revenues
|
|
$
|
216.5
|
|
|
$
|
306.4
|
|
|
|
(29.3
|
)%
|
|
$
|
472.6
|
|
|
$
|
561.3
|
|
|
|
(15.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, our share of RITUXAN revenues from
unconsolidated joint business in the U.S. decreased
primarily as a result of an accrual for estimated compensatory
damages (including interest) relating to an intermediate
decision by the arbitrator in Genentechs ongoing
arbitration with Hoechst GmbH. As disclosed in Note 20,
Litigation to our condensed consolidated financial
statements included within this report, Genentech and Hoechst
have been arbitrating Hoechsts claims under a license
agreement between Hoechsts predecessor and Genentech that
was terminated in October 2008. The license agreement provided
for royalty payments of 0.5% on net sales of certain products
defined by the agreement. In June 2011, the arbitrator issued an
intermediate decision indicating that RITUXAN is such a product
and ordering Genentech to provide certain RITUXAN sales
information for the period from December 15, 1998 to
October 27, 2008. The arbitrator will use this information
to ascertain the amount of damages to be awarded to Hoechst. On
July 11, 2011, Genentech filed a Declaration of Appeal from
the intermediate decision in the Court of Appeals in Paris,
which is pending.
42
Although we are not a party to the arbitration, we expect that
certain damages that may be awarded to Hoechst will be a cost
charged to our collaboration with Genentech. Accordingly, we
have reduced our share of RITUXAN revenue from unconsolidated
joint business by approximately $50.0 million in the second
quarter of 2011, as a result of this accrual. We expect the
impact in subsequent quarters will be limited to adjustments
necessary to reflect the difference between our estimate and the
damages attributable to our collaboration or a successful
challenge by Genentech of the arbitrators decision.
Biogen
Idecs Share of Co-Promotion Profits in the
U.S.
The following table provides a summary of amounts comprising our
share of co-promotion profits in the U.S.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Product revenues, net
|
|
$
|
748.8
|
|
|
$
|
707.1
|
|
|
|
5.9
|
%
|
|
$
|
1,470.7
|
|
|
$
|
1,393.8
|
|
|
|
5.5
|
%
|
Cost and expenses
|
|
|
275.5
|
|
|
|
136.8
|
|
|
|
101.4
|
%
|
|
|
430.2
|
|
|
|
310.2
|
|
|
|
38.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Co-promotion profits in the U.S.
|
|
$
|
473.3
|
|
|
$
|
570.3
|
|
|
|
(17.0
|
)%
|
|
$
|
1,040.5
|
|
|
$
|
1,083.6
|
|
|
|
(4.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biogen Idecs share of co-promotion profits in the
U.S.
|
|
$
|
189.6
|
|
|
$
|
228.1
|
|
|
|
(16.9
|
)%
|
|
$
|
411.5
|
|
|
$
|
428.4
|
|
|
|
(3.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the increase in U.S. RITUXAN
product revenues was primarily due to price increases and
increased commercial demand. Increased commercial demand
resulted in increases of approximately 3.3% and 3.6%,
respectively, in U.S. RITUXAN unit sales volume for the
three and six months ended June 30, 2011, over the prior
year comparative periods. U.S. RITUXAN product revenues for
the first six months of 2011 were also negatively impacted by an
increase in reserves established for rebates and allowances
related to the U.S. healthcare reform legislation enacted
in March 2010.
Total collaboration cost and expenses for the three and six
months ended June 30, 2011, compared to the same periods in
2010, increased primarily as a result of the accrual for
estimated compensatory damages (including interest), as
discussed above, relating to an intermediate decision by the
arbitrator in Genentechs ongoing arbitration with Hoechst.
In addition, total collaboration cost and expenses for the three
and six months ended June 30, 2011, compared to the same
periods in 2010, were also negatively impacted by a new fee
which became payable in 2011 by all branded prescription drug
manufacturers and importers. This fee will be calculated based
upon each organizations percentage share of total branded
prescription drug sales to qualifying U.S. government
programs (such as Medicare, Medicaid and VA and PHS discount
programs). We estimate that the fee assessed to Genentech on
qualifying sales of RITUXAN will result in a reduction of our
share of pre-tax co-promotion profits in the U.S. of
approximately $15.0 million in 2011.
Under our collaboration agreement, our current pretax
co-promotion profit-sharing formula, which resets annually,
provides for a 40% share of co-promotion profits if co-promotion
operating profits exceed $50.0 million. For 2011 and 2010,
the 40% threshold was met in the first quarter.
Reimbursement
of Selling and Development Expenses in the U.S.
In the fourth quarter of 2010, as part of our restructuring
initiative, which is described below under the heading
Restructuring Charge, we and Genentech made
an operational decision under which we eliminated our RITUXAN
oncology and rheumatology sales force, with Genentech assuming
responsibility for the U.S. sales and marketing efforts
related to RITUXAN. We believe that centralizing the sales force
will enhance the sales effectiveness and profitability of our
collaboration for the sale of RITUXAN in the U.S. As a
result of this change, selling and development expense incurred
by us in the U.S. and reimbursed by Genentech decreased for
the three and six months ended June 30, 2011, in comparison
to the same periods in 2010.
43
Revenue
on Sales of RITUXAN in the Rest of the World
Revenue on sales of RITUXAN in the rest of world consists of our
share of pretax co-promotion profits in Canada and royalty
revenue on sales of RITUXAN outside the U.S. and Canada.
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the decline in revenue on sales of
RITUXAN in the rest of world was due to the expiration of
royalties on a
country-by-country
basis in certain of our rest of world markets. In addition,
revenue on sales of RITUXAN in the rest of world for the three
and six months ended June 30, 2010, also reflected a
cumulative underpayment of royalties owed to us on sales of
RITUXAN in the rest of world totaling $21.3 million.
The royalty period for sales in the rest of world with respect
to all products is 11 years from the first commercial sale
of such product on a
country-by-country
basis. The royalty periods for substantially all of the
remaining royalty-bearing sales of RITUXAN in the rest of the
world will expire through 2012. As a result of these
expirations, we expect royalty revenues derived from sales of
RITUXAN in the rest of world to continue to decline in future
periods.
Other
Revenues
Other revenues are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Royalty revenues
|
|
$
|
28.6
|
|
|
$
|
30.1
|
|
|
|
(5.0
|
)%
|
|
$
|
54.2
|
|
|
$
|
56.1
|
|
|
|
(3.4
|
)%
|
Corporate partner revenues
|
|
|
6.9
|
|
|
|
17.0
|
|
|
|
(59.4
|
)%
|
|
|
21.4
|
|
|
|
20.7
|
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other revenues
|
|
$
|
35.5
|
|
|
$
|
47.1
|
|
|
|
(24.6
|
)%
|
|
$
|
75.6
|
|
|
$
|
76.8
|
|
|
|
(1.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty
Revenues
We receive royalties on sales by our licensees of a number of
products covered under patents we own. For the three and six
months ended June 30, 2011, compared to the same periods in
2010, royalty revenues remained relatively unchanged.
Our most significant source of royalty revenue is derived from
worldwide sales of ANGIOMAX by The Medicines Company (TMC).
Royalty revenues related to the sales of ANGIOMAX are recognized
in an amount equal to the level of net sales achieved during a
calendar year multiplied by the royalty rate in effect for that
tier under our agreement with TMC. The royalty rate increases
based upon which tier of total net sales are earned in any
calendar year. The increased royalty rate is applied
retroactively to the first dollar of net sales achieved during
the year. This formula has the effect of increasing the amount
of royalty revenue to be recognized in later quarters and, as a
result, an adjustment is recorded in the periods in which an
increase in royalty rate has been achieved.
Under the terms of our agreement, TMC is obligated to pay us
royalties earned, on a
country-by-country
basis, until the later of (1) twelve years from the date of
the first commercial sale of ANGIOMAX in such country or
(2) the date upon which the product is no longer covered by
a patent in such country. The annual royalty rate is reduced by
a specified percentage in any country where the product is no
longer covered by a patent and where sales have been reduced to
a certain volume-based market share. TMC began selling ANGIOMAX
in the U.S. in January 2001. The principal U.S. patent
that covers ANGIOMAX was due to expire in March 2010 and TMC
applied for an extension of the term of this patent. Initially,
the U.S. Patent and Trademark Office (PTO) rejected
TMCs application because in its view the application was
not timely filed. TMC sued the PTO in federal district court
seeking to extend the term of the principal U.S. patent to
December 2014. On August 3, 2010, the federal district
court ordered the PTO to deem the application as timely filed.
The PTO did not appeal the order, but a generic manufacturer is
challenging the order in an appellate proceeding. The PTO has
granted an interim extension of the patent term until
August 13, 2011. In the event that TMC is unsuccessful in
obtaining a patent term extension thereafter and third parties
sell
44
products comparable to ANGIOMAX, we would expect a significant
decrease in royalty revenues due to increased competition, which
may impact sales and result in lower royalty tiered rates.
Corporate
Partner Revenues
Corporate partner revenue for the six months ended June 30,
2011, include a one-time cash payment of approximately
$11.0 million received in exchange for entering into an
asset transfer agreement in March 2011, related to two research
and development programs that were discontinued in connection
with our Framework for Growth restructuring initiative.
Corporate partner revenue for the three and six months ended
June 30, 2010, were favorably impacted by amounts earned
under the terms of our 2006 contract manufacturing agreement
with Astellas Pharma US, Inc. for the supply of AMEVIVE.
Provision
for Discounts and Allowances
Revenues from product sales are recorded net of applicable
allowances for trade term discounts, wholesaler incentives,
Medicaid rebates, Veterans Administration (VA) and Public Health
Service (PHS) discounts, managed care rebates, product returns,
and other governmental discounts or applicable allowances.
Reserves established for these discounts and allowances are
classified as reductions of accounts receivable (if the amount
is payable to our direct customer) or a liability (if the amount
is payable to a party other than our customer). These reserves
are based on estimates of the amounts earned or claimed on the
related sales. Our estimates take into consideration our
historical experience, current contractual and statutory
requirements, specific known market events and trends and
forecasted customer buying patterns. Actual amounts may
ultimately differ from our estimates. If actual results vary, we
will need to adjust these estimates, which could have an effect
on earnings in the periods of the adjustment. The estimates we
make with respect to these allowances represent the most
significant judgments with regard to revenue recognition.
Reserves for discounts, contractual adjustments and returns that
reduced gross product revenues are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Discounts
|
|
$
|
23.4
|
|
|
$
|
20.1
|
|
|
|
16.4
|
%
|
|
$
|
47.2
|
|
|
$
|
39.4
|
|
|
|
19.8
|
%
|
Contractual adjustments
|
|
|
80.0
|
|
|
|
66.4
|
|
|
|
20.5
|
%
|
|
|
166.2
|
|
|
|
122.3
|
|
|
|
35.9
|
%
|
Returns
|
|
|
4.0
|
|
|
|
1.9
|
|
|
|
110.5
|
%
|
|
|
6.8
|
|
|
|
6.5
|
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowances
|
|
$
|
107.4
|
|
|
$
|
88.4
|
|
|
|
21.5
|
%
|
|
$
|
220.2
|
|
|
$
|
168.2
|
|
|
|
30.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross product revenues
|
|
$
|
1,064.1
|
|
|
$
|
947.6
|
|
|
|
12.3
|
%
|
|
$
|
2,084.0
|
|
|
$
|
1,851.7
|
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of gross product revenues
|
|
|
10.1
|
%
|
|
|
9.3
|
%
|
|
|
|
|
|
|
10.6
|
%
|
|
|
9.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount reserves include trade term discounts and wholesaler
incentives. For the three and six months ended June 30,
2011, compared to the same periods in 2010, the increase in
discounts was primarily driven by increases in trade term
discounts and wholesaler incentives as a result of price
increases.
Contractual adjustment reserves relate to Medicaid and managed
care rebates, VA and PHS discounts and other governmental
rebates or applicable allowances. For the three and six months
ended June 30, 2011, compared to the same periods in 2010,
the increase in contractual adjustments was primarily due to
higher reserves for managed care and Medicaid and VA programs
principally associated with price increases in the U.S. and
an increase in contractual rates as well as an increase in
governmental rebates and allowances associated with the
implementation of pricing actions in certain of the
international markets in which we operate.
45
Product return reserves are established for returns made by
wholesalers. In accordance with contractual terms, wholesalers
are permitted to return product for reasons such as damaged or
expired product. The majority of wholesaler returns are due to
product expiration. We also accept returns from our patients for
various reasons. Reserves for product returns are recorded in
the period the related revenue is recognized, resulting in a
reduction to product sales. For the three and six months ended
June 30, 2011, compared to the same periods in 2010, return
reserves were similar.
Cost and
Expenses
A summary of total cost and expenses is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Cost of sales, excluding amortization of acquired intangible
assets
|
|
$
|
100.5
|
|
|
$
|
107.0
|
|
|
|
(6.1
|
)%
|
|
$
|
203.6
|
|
|
$
|
204.0
|
|
|
|
(0.2
|
)%
|
Research and development
|
|
|
285.6
|
|
|
|
331.7
|
|
|
|
(13.9
|
)%
|
|
|
579.3
|
|
|
|
638.7
|
|
|
|
(9.3
|
)%
|
Selling, general and administrative
|
|
|
266.3
|
|
|
|
262.3
|
|
|
|
1.5
|
%
|
|
|
510.8
|
|
|
|
511.0
|
|
|
|
(0.0
|
)%
|
Collaboration profit sharing
|
|
|
88.1
|
|
|
|
62.7
|
|
|
|
40.5
|
%
|
|
|
162.8
|
|
|
|
126.2
|
|
|
|
29.0
|
%
|
Amortization of acquired intangible assets
|
|
|
55.1
|
|
|
|
53.1
|
|
|
|
3.8
|
%
|
|
|
108.4
|
|
|
|
102.0
|
|
|
|
6.3
|
%
|
Acquired in-process research and development
|
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
40.0
|
|
|
|
(100.0
|
)%
|
Restructuring charge
|
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
16.6
|
|
|
|
|
|
|
|
**
|
|
Fair value adjustment of contingent consideration
|
|
|
2.2
|
|
|
|
|
|
|
|
**
|
|
|
|
3.4
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost and expenses
|
|
$
|
797.8
|
|
|
$
|
816.8
|
|
|
|
(2.3
|
)%
|
|
$
|
1,584.9
|
|
|
$
|
1,622.0
|
|
|
|
(2.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
Sales, Excluding Amortization of Acquired Intangible Assets
(Cost of Sales)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Cost of sales
|
|
$
|
100.5
|
|
|
$
|
107.0
|
|
|
|
(6.1
|
)%
|
|
$
|
203.6
|
|
|
$
|
204.0
|
|
|
|
(0.2
|
)%
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, cost of sales reflects an increase
in costs resulting from increased unit sales volumes, the impact
of which were offset by incremental period expenses recognized
during the second quarter of 2010. Cost of sales for the three
and six months ended June 30, 2010, include a
$5.5 million increase in costs associated with the supply
of AMEVIVE and a $6.7 million charge related to the
temporary suspension of operations at our manufacturing facility
in Research Triangle Park, North Carolina for capital upgrades.
In addition, the sale of inventory produced under our new
high-titer production process also reduced our cost of sales by
$5.5 million and $10.8 million in the three and six
months ended June 30, 2011, as compared the prior year
comparative periods.
We expect an increase in cost of sales for the full year 2011,
relative to prior year comparative periods, as a result of
increased production costs and an increase in expected contract
manufacturing activity in the second half of 2011, as well as
due to costs associated with AVONEX PEN and the JC virus
antibody assay.
Research
and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Research and development
|
|
$
|
285.6
|
|
|
$
|
331.7
|
|
|
|
(13.9
|
)%
|
|
$
|
579.3
|
|
|
$
|
638.7
|
|
|
|
(9.3
|
)%
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the decrease in research and
development expense reflects our efforts to reallocate resources
within our research and
46
development organization consistent with our restructuring
initiative. The savings expected to be achieved in 2011, in
comparison to 2010, will be offset to some degree by research
and development costs associated with initiatives to grow our
business.
The decrease for the three and six month comparative periods is
primarily attributable to a reduction in spending related to
certain programs which were terminated or are in the process of
being discontinued as well as a reduction in workforce. These
decreases are offset by an increase in research and development
spend resulting from increased clinical trial activity for
certain of our product candidates in or near registrational
stage development, including among others, our dexpramipexole,
Factor VIII, Factor IX, and PEGylated interferon beta-1a
programs as well as an increase in spending associated with our
efforts to research and develop protocols that may reduce the
risk and improve outcomes of PML in patients treated with
TYSABRI. Research and development expense for the three months
ended June 30, 2010, also included a $30.0 milestone paid
to Abbott Biotherapeutics Corp, formerly Facet Biotech, in May
2010.
We intend to continue committing significant resources on
targeted research and development opportunities, where there is
a significant unmet need and where the drug candidate has the
potential to be highly differentiated. Specifically, we intend
to make significant investments during 2011 in the advancement
of BG-12 and
our Factor VIII and Factor IX hemophilia programs. We also
intend in 2011 to invest in bringing forward our MS pipeline and
in pursuing therapies for other neurodegenerative diseases.
Milestone
Payments
In March 2011, we dosed the first patient in a registrational
study for dexpramipexole, in development for amyotrophic lateral
sclerosis (ALS). The achievement of this milestone resulted in a
$10.0 million payment due to Knopp Neurosciences, Inc.
(Knopp). As we consolidate Knopp, we recognized this payment as
a charge to noncontrolling interests in the first quarter of
2011.
In April 2011, we submitted an Investigational New Drug
application for BIIB037 (human
anti-Amyloid
β mAb) a
beta-amyloid
removal therapy, which triggered a $15.0 million milestone
payment due to Neurimmune SubOne AG (Neurimmune). BIIB037 is
being developed for the treatment of Alzheimers disease.
As we consolidate Neurimmune, we recognized this payment as a
charge to noncontrolling interests in the second quarter of 2011.
In July 2011, the European Commission (EC) granted a conditional
marketing authorisation for FAMPYRA in the E.U., which triggered
a $25.0 million milestone payment payable to Acorda
Therapeutics, Inc. (Acorda). FAMPYRA, is an oral compound
indicated as a treatment to improve walking ability in people
with MS. We will capitalize this milestone payment as an
intangible asset in the third quarter of 2011.
Selling,
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Selling, general and administrative
|
|
$
|
266.3
|
|
|
$
|
262.3
|
|
|
|
1.5
|
%
|
|
$
|
510.8
|
|
|
$
|
511.0
|
|
|
|
(0.0
|
)%
|
Selling, general and administrative expenses are primarily
comprised of compensation and benefits associated with sales and
marketing, finance, human resources, legal and other
administrative personnel, outside marketing and legal expenses
and other general and administrative costs.
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, selling, general and administrative
expenses reflect savings realized through our restructuring
initiatives, which are described below under the heading
Restructuring Charge, offset to some degree
by costs associated with initiatives to grow our business, the
negative impact of foreign currency exchange rates and increased
sales and marketing activities in support of AVONEX and TYSABRI.
Included within selling, general and administrative expenses for
the three and six months ended June 30, 2010, are
incremental charges of $8.0 million and $18.6 million,
respectively, which were recognized in relation to the
modification of equity based compensation in
47
accordance with the transition agreement entered into with James
C. Mullen, who retired as our President and Chief Executive
Officer on June 8, 2010.
Collaboration
Profit Sharing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Collaboration profit sharing
|
|
$
|
88.1
|
|
|
$
|
62.7
|
|
|
|
40.5
|
%
|
|
$
|
162.8
|
|
|
$
|
126.2
|
|
|
|
29.0
|
%
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the increase in collaboration
profit sharing expense was due to the continued increase in
TYSABRI rest of world sales resulting in higher rest of world
net operating profits to be shared with Elan and resulting in
growth in the third-party royalties Elan paid on behalf of the
collaboration. For the three and six months ended June 30,
2011, our collaboration profit sharing expense included
$15.2 million and $28.2 million, respectively, related
to the reimbursement of third-party royalty payments made by
Elan as compared to $11.1 million and $22.5 million,
respectively, in the prior year comparative periods. For
additional information related to this collaboration, please
read Note 19, Collaborations to our consolidated
financial statements included within our 2010
Form 10-K.
Amortization
of Acquired Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Amortization of acquired intangible assets
|
|
$
|
55.1
|
|
|
$
|
53.1
|
|
|
|
3.8
|
%
|
|
$
|
108.4
|
|
|
$
|
102.0
|
|
|
|
6.3
|
%
|
Our most significant intangible asset is the core technology
related to our AVONEX product. Our amortization policy reflects
our belief that the economic benefit of our core technology is
consumed as revenue is generated from our AVONEX product. We
refer to this amortization methodology as the economic
consumption model, which involves calculating a ratio of actual
current period sales to total anticipated sales for the life of
the product and applying this ratio to the carrying amount of
the intangible asset. An analysis of the anticipated lifetime
revenue of AVONEX is performed at least annually during our long
range planning cycle, and this analysis serves as the basis for
the calculation of our economic consumption amortization model.
Although we believe this process has allowed us to reliably
determine the best estimate of the pattern in which we will
consume the economic benefits of our core technology intangible
asset, the model could result in deferring amortization charges
to future periods in certain instances, due to continued sales
of the product at a nominal level after patent expiration or
otherwise. In order to ensure that amortization charges are not
unreasonably deferred to future periods, we compare the amount
of amortization determined under the economic consumption model
against the minimum amount of amortization recalculated each
year under the straight-line method and record the higher amount.
We completed our most recent long range planning cycle in the
third quarter of 2010. This analysis is based upon certain
assumptions that we evaluate on a periodic basis, such as the
anticipated product sales of AVONEX and expected impact of
competitor products and our own pipeline product candidates, as
well as the issuance of new patents or the extension of existing
patents. Based upon this analysis, we have continued to amortize
this asset on the economic consumption model.
Based upon our most recent analysis, amortization for acquired
intangible assets is expected to be in the range of
approximately $180.0 million to $220.0 million
annually through 2015.
We monitor events and expectations on product performance. If
there are any indications that the assumptions underlying our
most recent analysis would be different than those utilized
within our current estimates, our analysis would be updated and
may result in a significant change in the anticipated lifetime
revenue of AVONEX determined during our most recent annual
review. For example, the occurrence of an adverse event, such as
the invalidation of our AVONEX 755 Patent issued in
September 2009, could substantially increase the amount of
amortization expense associated with our acquired intangible
assets as
48
compared to previous periods or our current expectations, which
may result in a significant negative impact on our future
results of operations.
Acquired
In-Process Research and Development (IPR&D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Acquired in-process research and development
|
|
$
|
|
|
|
$
|
|
|
|
|
**
|
|
|
$
|
|
|
|
$
|
40.0
|
|
|
|
(100.0
|
)%
|
In connection with our acquisition of Biogen Idec Hemophilia
Inc., formerly Syntonix Pharmaceuticals, Inc. (Syntonix), in
January 2007, we agreed to make additional payments based upon
the achievement of certain milestone events. One of these
milestones was achieved when, in January 2010, we initiated
patient enrollment in a registrational trial of Factor IX in
hemophilia B. As a result of the achievement of this milestone
we paid approximately $40.0 million to the former
shareholders of Syntonix, which was reflected as a charge to
acquired IPR&D within our condensed consolidated statement
of income for the six months ended June 30, 2010.
Restructuring
Charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Restructuring charge
|
|
$
|
|
|
|
$
|
|
|
|
|
**
|
|
|
$
|
16.6
|
|
|
$
|
|
|
|
|
**
|
|
In November 2010, we announced a number of strategic,
operational, and organizational initiatives designed to provide
a framework for the future growth of our business and realign
our overall structure to become a more efficient and cost
effective organization. As part of this initiative:
|
|
|
|
|
We have out-licensed, terminated or are in the process of
discontinuing certain research and development programs,
including those in oncology and cardiovascular medicine that are
no longer a strategic fit for us.
|
|
|
|
We have completed a 13% reduction in workforce spanning our
sales, research and development, and administrative functions.
|
|
|
|
As of June 30, 2011, we have vacated the San Diego,
California facility and consolidated certain of our
Massachusetts facilities. For a more detailed description of
transactions affecting our facilities, please read Note 11,
Property, Plant and Equipment to our condensed
consolidated financial statements included within this report.
|
We expect to fully realize annual operating expense savings of
approximately $300.0 million beginning in the second half
of 2011 as result of these initiatives. The substantial majority
of the savings will be realized within research and development
and selling, general and administrative expense. These expected
savings will be offset to some degree by costs associated with
initiatives to grow our business.
Based upon our most recent estimates, we expect to incur total
restructuring charges of approximately $100.0 million
associated with the implementation of these initiatives, which
we expect will be substantially incurred and paid by the end of
2011. Costs associated with our workforce reduction primarily
relate to employee severance and benefits. Facility
consolidation costs are primarily comprised of charges
associated with closing these facilities, related lease
obligations and additional depreciation recognized when the
expected useful lives of certain assets have been shortened due
to the consolidation and closing of related facilities and the
discontinuation of certain research and development programs. We
incurred $16.6 million of these charges in the six months
ended June 30, 2011 and $75.2 million of these charges
in the fourth quarter of 2010.
For the three and six months ended June 30, 2011, we
recognized restructuring charges of $1.5 million and
$6.0 million, respectively, in relation to the
consolidation of our facilities inclusive of amounts related to
additional depreciation. For the six months ended June 30,
2011, we recognized net restructuring charges of
$10.5 million in relation to our workforce reduction
initiatives. Restructuring charges related to workforce
49
reduction for the three months ended June 30, 2011 reflect
$2.7 million of expense offset by net adjustments of
$4.4 million, which primarily resulted from revisions to
our previous estimates for health and welfare benefit costs for
terminated employees.
The following table summarizes the activity of our restructuring
liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce
|
|
|
Facility
|
|
|
|
|
(In millions)
|
|
Reduction
|
|
|
Consolidation
|
|
|
Total
|
|
|
Restructuring reserve as of December 31, 2010
|
|
$
|
60.6
|
|
|
$
|
5.8
|
|
|
$
|
66.4
|
|
Expense
|
|
|
12.1
|
|
|
|
2.4
|
|
|
|
14.5
|
|
(Payments) receipts, net
|
|
|
(73.8
|
)
|
|
|
(2.0
|
)
|
|
|
(75.8
|
)
|
Adjustments to previous estimates, net
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
(1.6
|
)
|
Other adjustments
|
|
|
8.6
|
|
|
|
(3.2
|
)
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring reserve as of June 30, 2011
|
|
$
|
5.9
|
|
|
$
|
3.0
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
Value Adjustment of Contingent Consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Fair value adjustment of contingent consideration
|
|
$
|
2.2
|
|
|
$
|
|
|
|
|
**
|
|
|
$
|
3.4
|
|
|
$
|
|
|
|
|
**
|
|
In December 2010, we acquired 100% of the stock of Panima
Pharmaceuticals AG (Panima), an affiliate of Neurimmune AG. The
purchase price was comprised of a $32.5 million cash
payment, plus up to $395.0 million in contingent cash
consideration payable upon the achievement of development
milestones. Upon acquisition, we recorded a liability of
$81.2 million representing the acquisition date fair value
of the contingent consideration. Subsequent changes in the fair
value of this obligation are recognized as adjustments to
contingent consideration within our consolidated statement of
income.
As of June 30, 2011, the fair value of the total contingent
consideration obligation was $84.6 million. In addition, we
recorded contingent consideration expense of $2.2 million
and $3.4 million, respectively, for the three and six
months ended June 30, 2011, reflecting the change in the
fair value of this obligation. The change in fair value of this
obligation for both the three and six month periods was
primarily due to changes in the discount rate and in the
expected timing related to the achievement of certain
developmental milestones.
50
Other
Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Interest income
|
|
$
|
4.3
|
|
|
$
|
6.7
|
|
|
|
(35.8
|
)%
|
|
$
|
8.0
|
|
|
$
|
15.6
|
|
|
|
(48.7
|
)%
|
Interest expense
|
|
|
(8.4
|
)
|
|
|
(9.0
|
)
|
|
|
(6.7
|
)%
|
|
|
(17.6
|
)
|
|
|
(17.3
|
)
|
|
|
1.7
|
%
|
Impairments of investments
|
|
|
(5.5
|
)
|
|
|
(1.2
|
)
|
|
|
358.3
|
%
|
|
|
(6.8
|
)
|
|
|
(17.0
|
)
|
|
|
(60.0
|
)%
|
Foreign exchange gains (losses), net
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
(14.3
|
)%
|
|
|
(1.0
|
)
|
|
|
0.3
|
|
|
|
(433.3
|
)%
|
Gain (loss) on sales of investments, net
|
|
|
0.2
|
|
|
|
6.3
|
|
|
|
(96.8
|
)%
|
|
|
15.5
|
|
|
|
11.3
|
|
|
|
37.2
|
%
|
Other, net
|
|
|
(1.7
|
)
|
|
|
(1.1
|
)
|
|
|
(54.5
|
)%
|
|
|
0.1
|
|
|
|
(0.3
|
)
|
|
|
133.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
$
|
(11.7
|
)
|
|
$
|
1.0
|
|
|
|
(1270.0
|
)%
|
|
$
|
(1.8
|
)
|
|
$
|
(7.4
|
)
|
|
|
(75.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, interest income decreased primarily
due to lower yields on cash, cash equivalents and marketable
securities.
Interest
Expense
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, interest expense remained
relatively unchanged.
For the three and six months ended June 30, 2011, we
capitalized interest costs related to construction in progress
totaling approximately $8.3 million, and
$15.9 million, respectively, which reduced our interest
expense by the same amount. We capitalized $6.9 million and
$14.7 million, respectively, in the prior year comparative
periods. Capitalized interest costs are primarily related to the
development of our large-scale biologic manufacturing facility
in Hillerød, Denmark.
Based on our current manufacturing utilization strategy, we plan
to begin manufacturing product in 2012, upon completion of the
facilitys process validation activities.
Impairment
on Investments
For the three and six months ended June 30, 2011, we
recognized $5.5 million and $6.8 million,
respectively, in charges for the impairment of our investments
in venture capital funds and investments in privately-held
companies. No impairments were recognized in relation to our
publicly-held strategic investments.
For the three and six months ended June 30, 2010, we
recognized $1.2 million and $17.0 million,
respectively, in charges for the impairment of our publicly-held
strategic investments, investments in venture capital funds and
investments in privately-held companies.
Gain
on Sale of Investments, net
For the three and six months ended June 30, 2011, we
realized net gains of $0.2 million and $15.5 million,
respectively, on the sale of investments. Included within the
net gains realized in the six months ended June 30, 2011 is
a gain of $13.8 million on the sale of stock from our
strategic investment portfolio that was deemed to be no longer
strategic.
51
Income
Tax Provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions, except percentages)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Effective tax rate on pre-tax income
|
|
|
23.8
|
%
|
|
|
25.8
|
%
|
|
|
(7.8
|
)%
|
|
|
25.7
|
%
|
|
|
25.7
|
%
|
|
|
0.0
|
%
|
Income tax expense
|
|
$
|
95.0
|
|
|
$
|
102.2
|
|
|
|
(7.0
|
)%
|
|
$
|
212.5
|
|
|
$
|
177.6
|
|
|
|
19.7
|
%
|
Our effective tax rate fluctuates from year to year due to the
global nature of our operations. The factors that most
significantly impact our effective tax rate include variability
in the allocation of our taxable earnings between multiple
jurisdictions, changes in tax laws, acquisitions and licensing
transactions.
The decrease in our tax rate for the three and six months ended
June 30, 2011, compared to the same periods in 2010, was
primarily due to an increase in research and development
expenditures eligible for the orphan drug credit and a lower
effective state tax rate resulting from a change in state law,
offset by a higher percentage of our 2011 profits being earned
in higher tax rate jurisdictions, principally the U.S. In
addition, our effective tax rate was favorably impacted by the
settlement of an outstanding IRS audit matter in the first
quarter of 2011.
For a detailed income tax rate reconciliation for the three and
six months ended June 30, 2011 and 2010, please read
Note 16, Income Taxes to our condensed consolidated
financial statements included within this report.
Noncontrolling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
|
Ended June 30,
|
|
Ended June 30,
|
(In millions)
|
|
2011
|
|
2010
|
|
Change %
|
|
2011
|
|
2010
|
|
Change %
|
|
Net income attributable to noncontrolling interests, net of tax
|
|
$
|
16.0
|
|
|
$
|
1.2
|
|
|
|
1,233.3
|
%
|
|
$
|
30.5
|
|
|
$
|
3.8
|
|
|
|
702.6
|
%
|
For the three and six months ended June 30, 2011, compared
to the same periods in 2010, the change in net income
attributable to noncontrolling interests primarily resulted from
the attribution of a $15.0 million milestone payment due
Neurimmune offset by the attribution of earnings from our
foreign joint ventures, which were relatively consistent in each
period. Net income attributable to noncontrolling interests for
the six months ended June 30, 2011, also included the
attribution of a $10.0 million payment due to Knopp upon
the achievement of a milestone in the first quarter 2011.
New
Cambridge Leases
In July 2011, we executed leases for two office buildings to be
built in Cambridge, Massachusetts. We expect construction to
begin in late 2011, with a planned occupancy during the second
half of 2013. These buildings, totaling approximately
500,000 square feet, will serve as the future location of
our corporate headquarters and commercial operations. These
buildings will also provide additional general and
administrative and research and development office space. The
leases both have 15 year terms and we have options to
extend the term of each lease for two additional five-year
terms. Future minimum rental commitments under these leases will
total approximately $340.0 million over the initial
15 year lease terms. In addition to rent, the leases
require us to pay additional amounts for taxes, insurance,
maintenance and other operating expenses.
As a result of our decision to relocate our corporate
headquarters and centralize our campus in Cambridge,
Massachusetts, we expect to vacate our Weston, Massachusetts
facility upon completion of the new buildings. Based upon our
most recent estimates, we expect to incur a charge of
approximately $35.0 million upon vacating this facility.
This amount represents our remaining Weston lease obligation,
net of our estimate of sublease income expected to be recovered.
In addition, this decision has also resulted in a change in the
expected useful lives of certain leasehold improvements and
other assets, which have been shortened due to our anticipated
departure from this facility and will result in approximately
$25.0 million of
52
additional depreciation that will be realized ratably through
the date upon which we expect to vacate the Weston facility.
Market
Risk
We conduct business globally. As a result, our international
operations are subject to certain opportunities and risks which
may affect our results of operations, including volatility in
foreign currency exchange rates or weak economic conditions in
the foreign markets in which we operate.
Foreign
Currency Exchange Risk
Our results of operations are subject to foreign currency
exchange rate fluctuations due to the global nature of our
operations. While the financial results of our global activities
are reported in U.S. dollars, the functional currency for
most of our foreign subsidiaries is their respective local
currency. Fluctuations in the foreign currency exchange rates of
the countries in which we do business will affect our operating
results, often in ways that are difficult to predict. For
example, when the U.S. dollar strengthens against foreign
currencies, the relative value of sales made in the respective
foreign currencies decreases, conversely, when the
U.S. dollar weakens against foreign currencies, the
relative amount of such sales in U.S. dollars increases.
Our net income may also fluctuate due to the impact of our
foreign currency hedging program, which is designed to mitigate,
over time, a portion of the impact resulting from volatility in
exchange rate changes on net income and earnings per share. We
use foreign currency forward contracts to manage foreign
currency risk with the majority of our forward contracts used to
hedge certain forecasted revenue transactions denominated in
foreign currencies. Foreign currency gains or losses arising
from our operations are recognized in the period in which we
incur those gains or losses.
Pricing
Pressure
We operate in certain countries where the economic conditions
continue to present significant challenges. Many countries are
reducing their public expenditures in light of the global
economic downturn and the deterioration of the credit and
economic conditions in certain countries in Europe. As a result,
we expect to see continued efforts to reduce healthcare costs,
particularly in certain of the international markets in which we
operate. The implementation of pricing actions varies by country
and certain measures already implemented, which include among
other things, mandatory price reductions and suspensions on
pricing increases on pharmaceuticals, have negatively impacted
our revenues. In addition, certain countries set prices by
reference to the prices in other countries where our products
are marketed. Thus, our inability to secure adequate prices in a
particular country may also impair our ability to obtain
acceptable prices in existing and potential new markets. We
expect that our revenues and results of operations will be
further negatively impacted if these, similar or more extensive
measures are, or continue to be, implemented in other countries
in which we operate.
Credit
Risk
We are subject to credit risk from our accounts receivable
related to our product sales. The majority of our accounts
receivable arise from product sales in the U.S. and Europe
with concentrations of credit risk limited due to the wide
variety of customers and markets using our products, as well as
their dispersion across many different geographic areas. Our
accounts receivable are primarily due from wholesale
distributors, large pharmaceutical companies, public hospitals
and other government entities. We monitor the financial
performance and credit worthiness of our large customers so that
we can properly assess and respond to changes in their credit
profile. We operate in certain countries where the economic
conditions continue to present significant challenges. We
continue to monitor these conditions, including the volatility
associated with international economies and associated impacts
on the relevant financial markets and our business. Our
historical write-offs of accounts receivable have not been
significant.
53
Within the European Union, our product sales in Italy, Spain,
and Portugal continue to be subject to significant payment
delays due to government funding and reimbursement practices.
The credit and economic conditions within these countries have
deteriorated. These conditions have increased, and may continue
to increase, the average length of time that it takes to collect
on our accounts receivable outstanding in these countries. As of
June 30, 2011, our accounts receivable balances in Italy,
Spain and Portugal totaled $277.5 million.
Our net accounts receivable balances from product sales in these
countries are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
Balance Included
|
|
Balance Included
|
|
|
|
|
within Accounts
|
|
within Investments
|
|
|
(In millions)
|
|
Receivable, Net
|
|
and Other Assets
|
|
Total
|
|
Italy
|
|
$
|
116.5
|
|
|
$
|
11.3
|
|
|
$
|
127.8
|
|
Spain
|
|
$
|
81.7
|
|
|
$
|
36.7
|
|
|
$
|
118.4
|
|
Portugal
|
|
$
|
23.9
|
|
|
$
|
7.4
|
|
|
$
|
31.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
|
|
Balance Included
|
|
Balance Included
|
|
|
|
|
within Accounts
|
|
within Investments
|
|
|
(In millions)
|
|
Receivable, Net
|
|
and Other Assets
|
|
Total
|
|
Italy
|
|
$
|
103.2
|
|
|
$
|
14.8
|
|
|
$
|
118.0
|
|
Spain
|
|
$
|
70.8
|
|
|
$
|
29.8
|
|
|
$
|
100.6
|
|
Portugal
|
|
$
|
17.8
|
|
|
$
|
5.5
|
|
|
$
|
23.3
|
|
Of the amounts included within the tables above, approximately
$53.5 million and $45.0 million were outstanding for
more than one year as of June 30, 2011 and
December 31, 2010, respectively. Amounts included as a
component of investments and other assets within our condensed
consolidated balance sheets represent amounts that are expected
to be collected beyond one year.
In May 2011, European Union finance ministers approved a
three-year EUR78 billion rescue package for Portugal. Under
the terms of the package, Portugal is required to correct its
excessive deficit by 2013 and improve the efficiency and
effectiveness of its health care system, including through
austerity measures aimed at reducing healthcare costs. These
measures include plans to standardize control procedures to
reduce outstanding balances payable to drug suppliers.
Our concentrations of credit risk related to our accounts
receivable from product sales in Greece to date have been
limited as our receivables within this market are due from our
distributor. As of June 30, 2011 and December 31,
2010, our accounts receivable balances due from this distributor
totaled $10.7 million and $3.9 million, respectively.
These receivables remain current and substantially in compliance
with their contractual due dates. However, the majority of the
sales by our distributor are to government funded hospitals and
as a result our distributor maintains significant outstanding
receivables with the government of Greece. In the event that
Greece defaults on its debt and is unable to pay our
distributor, we may be unable to collect some or all of our
remaining amounts due from the distributor. In addition, the
government of Greece may also require pharmaceutical creditors
to accept mandatory, retroactive, price deductions in settlement
of outstanding receivables and in this event we could be
required to repay our distributor a portion of the amounts they
have previously remitted to us. To date, we have not been
required to repay such amounts to our distributor or take a
discount in settlement of any outstanding receivables.
We believe that our allowance for doubtful accounts was adequate
as of June 30, 2011; however, if significant changes occur
in the availability of government funding or the reimbursement
practices of these or other governments, we may not be able to
collect on amounts due to us from customers in such countries
and our results of operations could be adversely affected.
54
Financial
Condition and Liquidity
Our financial condition is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
(In millions, except percentages)
|
|
2011
|
|
|
2010
|
|
|
Change %
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
697.5
|
|
|
$
|
759.6
|
|
|
|
(8.2
|
)%
|
Marketable securities current
|
|
|
629.2
|
|
|
|
448.1
|
|
|
|
40.4
|
%
|
Marketable securities non-current
|
|
|
1,183.6
|
|
|
|
743.1
|
|
|
|
59.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
$
|
2,510.3
|
|
|
$
|
1,950.8
|
|
|
|
28.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of notes payable, line of credit and other
financing arrangements
|
|
$
|
132.0
|
|
|
$
|
137.2
|
|
|
|
(3.8
|
)%
|
Notes payable and line of credit
|
|
|
1,063.0
|
|
|
|
1,066.4
|
|
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowings
|
|
$
|
1,195.0
|
|
|
$
|
1,203.5
|
|
|
|
(0.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
2,688.6
|
|
|
$
|
2,540.4
|
|
|
|
5.8
|
%
|
Current liabilities
|
|
|
(954.3
|
)
|
|
|
(1,050.1
|
)
|
|
|
(9.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
1,734.3
|
|
|
$
|
1,490.3
|
|
|
|
16.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2011, certain significant
cash flows were as follows:
|
|
|
|
|
$608.7 million used for net purchases of marketable
securities;
|
|
|
|
$386.6 million used for share repurchases;
|
|
|
|
$285.9 million in proceeds from the issuance of stock for
share-based compensation arrangements;
|
|
|
|
$201.5 million in total payments for income taxes;
|
|
|
|
$86.2 million used for purchases of property, plant and
equipment; and
|
|
|
|
$39.8 million in proceeds received from the sale of a
strategic investment.
|
For the six months ended June 30, 2010, certain significant
cash flows were as follows:
|
|
|
|
|
$1,609.3 million used for share repurchases;
|
|
|
|
$1,061.3 million in net proceeds received on sales and
maturities of marketable securities;
|
|
|
|
$141.6 million in total payments for income taxes;
|
|
|
|
$85.3 million used for purchases of property, plant and
equipment;
|
|
|
|
$63.2 million in proceeds from the issuance of stock for
share-based compensation arrangements;
|
|
|
|
$40.0 million payment made to the former shareholders of
Syntonix recognized as IPR&D expense; and
|
|
|
|
$30.0 million milestone payment made to Facet recognized as
research and development expense.
|
We have historically financed our operating and capital
expenditures primarily through positive cash flows earned
through our operations. We expect to continue funding our
current and planned operating requirements principally through
our cash flows from operations, as well as our existing cash
resources. We believe that existing funds, when combined with
cash generated from operations and our access to additional
financing resources, if needed, are sufficient to satisfy our
operating, working capital, strategic alliance, milestone
payment, capital expenditure and debt service requirements for
the foreseeable future. In addition,
55
we may choose to opportunistically return cash to shareholders
and pursue other business initiatives, including acquisition and
licensing activities. We may, from time to time, also seek
additional funding through a combination of new collaborative
agreements, strategic alliances and additional equity and debt
financings or from other sources should we identify a
significant new opportunity.
We consider the unrepatriated cumulative earnings of certain of
our foreign subsidiaries to be invested indefinitely outside the
U.S. Of the total cash, cash equivalents and marketable
securities at June 30, 2011, approximately
$1.0 billion was generated from operations in foreign
jurisdictions and is intended for use in our foreign operations
or in connection with business development transactions outside
of the U.S. In managing our
day-to-day
liquidity in the U.S., we do not rely on the unrepatriated
earnings as a source of funds and we have not provided for
U.S. federal or state income taxes on these undistributed
foreign earnings.
For additional information related to certain risks that could
negatively impact our financial position or future results of
operations, please read the Risk Factors and
Quantitative and Qualitative Disclosures About Market
Risk sections of this report.
Preferred
Stock
In March 2011, the remaining 8,221 shares of our
Series A Preferred Stock were converted into
493,260 shares of common stock by the holder pursuant to
the conversion terms of the Series A Preferred Stock. As of
June 30, 2011, there are no shares of preferred stock
issued and outstanding.
Share
Repurchase Programs
In February 2011, our Board of Directors authorized the
repurchase of up to 20.0 million shares of our common
stock. We expect to use this repurchase program principally to
offset common stock issued under our share-based compensation
plans. This repurchase program does not have an expiration date.
Under this authorization, we repurchased 5.0 million shares
of our common stock at a cost of $386.6 million in the
first six months of 2011.
In April 2010, our Board of Directors authorized the repurchase
of up to $1.5 billion of our common stock, with the
objective of reducing shares outstanding and returning excess
cash to shareholders. This repurchase program was completed
during the third quarter of 2010. As of June 30, 2010, we
repurchased approximately 20.8 million shares of our common
stock at a cost of $1.0 billion were repurchased under this
authorization, all of which were retired.
In October 2009, our Board of Directors authorized the
repurchase of up to $1.0 billion of our common stock with
the objective of reducing shares outstanding. This repurchase
program was completed in the first quarter of 2010. In the first
quarter of 2010, approximately 10.5 million shares of our
common stock were repurchased for approximately
$577.6 million under this authorization. All shares
repurchased under this program were retired.
Cash,
Cash Equivalents and Marketable Securities
Until required for another use in our business, we invest our
cash reserves in bank deposits, certificates of deposit,
commercial paper, corporate notes, U.S. and foreign
government instruments and other interest bearing marketable
debt instruments in accordance with our investment policy. We
mitigate credit risk in our cash reserves and marketable
securities by maintaining a well-diversified portfolio that
limits the amount of investment exposure as to institution,
maturity, and investment type. The value of our investments,
however, may be adversely affected by increases in interest
rates, downgrades in the credit rating of the corporate bonds
included in our portfolio, instability in the global financial
markets that reduces the liquidity of securities included in our
portfolio, and by other factors which may result in declines in
the value of the investments. Each of these events may cause us
to record charges to reduce the carrying value of our investment
portfolio if the declines are
other-than-temporary
or sell investments for less than our acquisition cost which
could adversely impact our financial position and our overall
liquidity. For a summary of the fair value and valuation
56
methods of our marketable securities please read Note 8,
Fair Value Measurements to our condensed consolidated
financial statements included within this report.
The increase in cash, cash equivalents and marketable securities
from December 31, 2010, is primarily due to cash flows
provided by operations, proceeds from the issuance of stock for
share-based compensation arrangements, and proceeds received
from the sale of a strategic investment offset by net purchases
of marketable securities, share repurchases, tax payments, and
purchases of property, plant and equipment.
Borrowings
There have been no significant changes in our borrowings since
December 31, 2010.
We have a $360.0 million senior unsecured revolving credit
facility, whic