Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 13, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BMRN | ||
Entity Registrant Name | BIOMARIN PHARMACEUTICAL INC | ||
Entity Central Index Key | 1,048,477 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 172,866,495 | ||
Entity Public Float | $ 7.6 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 408,330 | $ 397,040 |
Short-term investments | 381,347 | 195,579 |
Accounts receivable, net (allowance for doubtful accounts: $73 and $93, at December 31, 2016 and 2015, respectively) | 215,280 | 164,959 |
Inventory | 355,126 | 271,683 |
Other current assets | 61,708 | 60,378 |
Total current assets | 1,421,791 | 1,089,639 |
Noncurrent assets: | ||
Long-term investments | 572,711 | 425,652 |
Property, plant and equipment, net | 798,768 | 704,207 |
Intangible assets, net | 553,780 | 683,996 |
Goodwill | 197,039 | 197,039 |
Deferred tax assets | 446,786 | 220,191 |
Other assets | 32,815 | 408,644 |
Total assets | 4,023,690 | 3,729,368 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 370,505 | 392,511 |
Short-term convertible debt, net | 22,478 | 0 |
Short-term contingent acquisition consideration payable | 46,327 | 52,946 |
Total current liabilities | 439,310 | 445,457 |
Noncurrent liabilities: | ||
Long-term convertible debt, net | 660,761 | 662,286 |
Long-term contingent acquisition consideration payable | 115,310 | 32,663 |
Deferred tax liabilities | 0 | 143,527 |
Other long-term liabilities | 42,034 | 44,588 |
Total liabilities | 1,257,415 | 1,328,521 |
Stockholders’ equity: | ||
Common stock, $0.001 par value: 250,000,000 shares authorized at December 31, 2016 and 2015: 172,647,588 and 161,526,044 shares issued and outstanding at December 31, 2016 and 2015, respectively. | 173 | 162 |
Additional paid-in capital | 4,288,113 | 3,414,837 |
Company common stock held by Nonqualified Deferred Compensation Plan (the NQDC) | (14,321) | (13,616) |
Accumulated other comprehensive income | 12,816 | 21,033 |
Accumulated deficit | (1,520,506) | (1,021,569) |
Total stockholders’ equity | 2,766,275 | 2,400,847 |
Total liabilities and stockholders’ equity | $ 4,023,690 | $ 3,729,368 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 73 | $ 93 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 172,647,588 | 161,526,044 |
Common stock, shares outstanding | 172,647,588 | 161,526,044 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||
Net product revenues | $ 1,110,381,000 | $ 884,522,000 | $ 738,416,000 |
Royalty and other revenues | 6,473,000 | 5,373,000 | 10,868,000 |
Total revenues | 1,116,854,000 | 889,895,000 | 749,284,000 |
OPERATING EXPENSES: | |||
Cost of sales (excludes amortization of intangible assets) | 209,620,000 | 152,008,000 | 122,267,000 |
Research and development | 661,905,000 | 634,806,000 | 461,543,000 |
Selling, general and administrative | 476,593,000 | 402,271,000 | 302,156,000 |
Intangible asset amortization and contingent consideration | (26,953,000) | (17,690,000) | 23,709,000 |
Impairment of intangible asset | 599,118,000 | 198,700,000 | 0 |
Gain on sale of intangible asset | 0 | (369,498,000) | (67,500,000) |
Total operating expenses | 1,920,283,000 | 1,000,597,000 | 842,175,000 |
LOSS FROM OPERATIONS | (803,429,000) | (110,702,000) | (92,891,000) |
Equity in the loss of BioMarin/Genzyme LLC | (538,000) | (817,000) | (877,000) |
Interest income | 7,487,000 | 4,501,000 | 5,937,000 |
Interest expense | (39,499,000) | (38,244,000) | (36,642,000) |
Other income (expense) | 4,929,000 | (9,462,000) | (395,000) |
LOSS BEFORE INCOME TAXES | (831,050,000) | (154,724,000) | (124,868,000) |
Provision for (benefit from) income taxes | (200,840,000) | 17,075,000 | 9,101,000 |
NET LOSS | $ (630,210,000) | $ (171,799,000) | $ (133,969,000) |
NET LOSS PER SHARE, BASIC | $ (3.80) | $ (1.07) | $ (0.92) |
NET LOSS PER SHARE, DILUTED | $ (3.81) | $ (1.07) | $ (0.92) |
Weighted average common shares outstanding, basic | 165,985 | 160,025 | 146,349 |
Weighted average common shares outstanding, diluted | 166,219 | 160,025 | 146,349 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
NET LOSS | $ (630,210) | $ (171,799) | $ (133,969) |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Net foreign currency gain (loss) | (2) | (59) | (75) |
Unrealized holding gain (loss) arising during the period, net of tax impact of $4,412, $1,581 and $(2,931) for the years ended December 31, 2016, 2015 and 2014, respectively. | (7,692) | (2,878) | 5,088 |
Less reclassifications to net loss, net of tax impact of $42, $(681) and $0 for the years ended December 31, 2016, 2015 and 2014, respectively. | (73) | 1,192 | 0 |
Net change in unrealized holding gains, net of tax | (7,619) | (4,070) | 5,088 |
Unrealized holding gain arising during the period, net of tax impact of $0, $0 and $(1,214) for the years ended December 31, 2016, 2015 and 2014, respectively. | 9,677 | 17,300 | 18,078 |
Less reclassifications to net loss, net of tax impact of $0, $0 and $(365) for the years ended December 31, 2016, 2015 and 2014, respectively. | 10,273 | 19,604 | 643 |
Net change in unrealized holding gains (loss), net of tax | (596) | (2,304) | 17,435 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | (8,217) | (6,433) | 22,448 |
COMPREHENSIVE LOSS | $ (638,427) | $ (178,232) | $ (111,521) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized holding gain (loss) arising during the period, tax | $ 4,412 | $ 1,581 | $ (2,931) |
Reclassifications to net loss, tax | 42 | (681) | 0 |
Unrealized holding gain (loss) arising during the period, tax | 0 | 0 | (1,214) |
Reclassifications to net loss, tax | $ 0 | $ 0 | $ (365) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Company Stock Held By NQDC | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2013 | $ 1,341,041 | $ 144 | $ 2,059,101 | $ (7,421) | $ 5,018 | $ (715,801) |
Beginning Balance (in shares) at Dec. 31, 2013 | 143,464 | |||||
Net loss | (133,969) | (133,969) | ||||
Other comprehensive income (loss) | 22,448 | 22,448 | ||||
Issuance of common stock, net of offering costs | 117,464 | $ 1 | 117,463 | |||
Issuance of common stock, net of offering costs (in shares) | 1,500 | |||||
Issuance of common stock under ESPP | 8,714 | 8,714 | ||||
Issuance of common stock under ESPP (in shares) | 258 | |||||
Issuances under equity incentive plans, net of tax | 63,422 | $ 3 | 63,419 | |||
Issuances under equity incentive plans, net of tax (in share) | 2,817 | |||||
Conversion of convertible notes, net (in shares) | 1,055 | |||||
Conversion of convertible notes, net | 21,324 | $ 1 | 21,323 | |||
Company stock held by NQDC | (2,274) | (2,274) | ||||
Excess tax benefit from stock option exercises | 1,491 | 1,491 | ||||
Stock-based compensation | 88,233 | 88,233 | ||||
Ending Balance at Dec. 31, 2014 | 1,527,894 | $ 149 | 2,359,744 | (9,695) | 27,466 | (849,770) |
Ending Balance (in shares) at Dec. 31, 2014 | 149,094 | |||||
Net loss | (171,799) | (171,799) | ||||
Other comprehensive income (loss) | (6,433) | (6,433) | ||||
Issuance of common stock, net of offering costs | 888,257 | $ 10 | 888,247 | |||
Issuance of common stock, net of offering costs (in shares) | 9,775 | |||||
Issuance of common stock under ESPP | 9,957 | 9,957 | ||||
Issuance of common stock under ESPP (in shares) | 185 | |||||
Issuances under equity incentive plans, net of tax | 30,099 | $ 2 | 30,097 | |||
Issuances under equity incentive plans, net of tax (in share) | 2,023 | |||||
Conversion of convertible notes, net (in shares) | 449 | |||||
Conversion of convertible notes, net | 9,112 | $ 1 | 9,111 | |||
Company stock held by NQDC | (3,921) | (3,921) | ||||
Excess tax benefit from stock option exercises | 2,190 | 2,190 | ||||
Stock-based compensation | 115,491 | 115,491 | ||||
Ending Balance at Dec. 31, 2015 | 2,400,847 | $ 162 | 3,414,837 | (13,616) | 21,033 | (1,021,569) |
Ending Balance (in shares) at Dec. 31, 2015 | 161,526 | |||||
Net loss | (630,210) | (630,210) | ||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 131,273 | 131,273 | ||||
Other comprehensive income (loss) | (8,217) | (8,217) | ||||
Issuance of common stock, net of offering costs | 712,938 | $ 8 | 712,930 | |||
Issuance of common stock, net of offering costs (in shares) | 7,500 | |||||
Issuance of common stock under ESPP | 11,998 | 11,998 | ||||
Issuance of common stock under ESPP (in shares) | 197 | |||||
Issuances under equity incentive plans, net of tax | 2,760 | $ 3 | 2,757 | |||
Issuances under equity incentive plans, net of tax (in share) | 2,987 | |||||
Conversion of convertible notes, net (in shares) | 438 | |||||
Conversion of convertible notes, net | 8,928 | 8,928 | ||||
Company stock held by NQDC | (705) | (705) | ||||
Stock-based compensation | 136,663 | 136,663 | ||||
Ending Balance at Dec. 31, 2016 | $ 2,766,275 | $ 173 | $ 4,288,113 | $ (14,321) | $ 12,816 | $ (1,520,506) |
Ending Balance (in shares) at Dec. 31, 2016 | 172,648 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (630,210) | $ (171,799) | $ (133,969) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 96,912 | 47,187 | 45,871 |
Non-cash interest expense | 29,930 | 28,493 | 27,225 |
Accretion of discount on investments | 1,300 | 2,177 | 7,211 |
Stock-based compensation expense | 134,641 | 111,525 | 86,410 |
Gain on sale of intangible asset | 0 | (369,498) | (67,500) |
Gain on termination of leases | 0 | 0 | (10,092) |
(Gain) loss on sale of equity investment | 108 | (3,022) | 0 |
Impairment of assets | 599,118 | 211,502 | 0 |
Deferred income taxes | (228,054) | (76,827) | (25,617) |
Unrealized foreign exchange gain on forward contracts | (14,481) | (19,575) | (832) |
Non-cash changes in the fair value of contingent acquisition consideration payable | (57,161) | (28,457) | 11,567 |
Other | 336 | 2,463 | 5,188 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (51,483) | (16,367) | (25,951) |
Inventory | (64,512) | (50,989) | (22,339) |
Other current assets | 19,316 | 25,800 | (2,211) |
Other assets | (4,979) | (3,157) | (6,516) |
Accounts payable and accrued liabilities | (53,205) | 90,298 | 38,040 |
Other long-term liabilities | (5,413) | 747 | 3,093 |
Net cash used in operating activities | (227,837) | (219,499) | (70,422) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (148,380) | (227,653) | (117,062) |
Deposit on purchase of PKU rights | 0 | (371,756) | 0 |
Maturities and sales of investments | 367,569 | 424,713 | 808,313 |
Purchase of available-for-sale investments | (699,749) | (873,184) | (507,036) |
Proceeds from sale of intangible asset | 0 | 410,000 | 67,500 |
Business acquisitions, net of cash acquired | (2,789) | (538,392) | 0 |
Investment in convertible promissory note | 0 | (3,326) | (52,288) |
Other | (698) | 0 | (3,100) |
Net cash provided by (used in) investing activities | (484,047) | (1,179,598) | 196,327 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercises of stock options and the ESPP | 74,227 | 63,045 | 79,904 |
Taxes paid related to net share settlement of equity awards | (59,469) | (22,989) | (7,768) |
Proceeds from public offering of common stock, net | 712,938 | 888,257 | 117,464 |
Payment of contingent acquisition consideration payable | 0 | 0 | (4,691) |
Other | (588) | (2,590) | (711) |
Net cash provided by financing activities | 727,108 | 925,723 | 184,198 |
Effect of exchange rate changes on cash | (3,934) | (5,072) | (3,398) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,290 | (478,446) | 306,705 |
Cash and cash equivalents: | |||
Beginning of period | 397,040 | 875,486 | 568,781 |
End of period | 408,330 | 397,040 | 875,486 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||
Cash paid for interest, net of interest capitalized into fixed assets | 8,643 | 9,307 | 9,324 |
Cash paid for income taxes | 95,857 | 16,084 | 34,986 |
Stock-based compensation capitalized into inventory | 11,449 | 11,140 | 8,166 |
Depreciation capitalized into inventory | 17,375 | 14,627 | 10,952 |
SUPPLEMENTAL CASH FLOW DISCLOSURES FOR NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Increase (decrease) in accounts payable and accrued liabilities related to fixed assets | 20,158 | (4,651) | 16,766 |
Conversion of convertible debt, net | $ 8,928 | $ 9,112 | $ 21,324 |
NATURE OF OPERATIONS AND BUSINE
NATURE OF OPERATIONS AND BUSINESS RISKS | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BUSINESS RISKS | (1) NATURE OF OPERATIONS AND BUSINESS RISKS BioMarin Pharmaceutical Inc. (the Company or BioMarin) is a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare diseases and medical conditions. BioMarin selects product candidates for diseases and conditions that represent a significant unmet medical need, have well-understood biology and provide an opportunity to be first-to-market or offer a significant benefit over existing products. The Company’s therapy portfolio consists of five products and multiple clinical and pre-clinical product candidates. The Company expects to continue to finance future cash needs that exceed its operating activities primarily through its current cash, cash equivalents, short-term and long-term investments, and to the extent necessary, through proceeds from debt or equity offerings, commercial borrowing, or through collaborative agreements with corporate partners. If the Company elects to increase its spending on development programs significantly above current long-term plans or enters into potential licenses and other acquisitions of complementary technologies, products or companies, the Company may need additional capital. The Company is subject to a number of risks, including: the financial performance of its commercial products; the potential need for additional financings; the Company’s ability to successfully commercialize its approved product candidates; the uncertainty of the Company’s research and development (R&D) efforts resulting in future successful commercial products; the Company’s ability to successfully obtain regulatory approval for new products; significant competition from larger organizations; reliance on the proprietary technology of others; dependence on key personnel; uncertain patent protection; dependence on corporate partners and collaborators; and possible restrictions on reimbursement from governmental agencies and healthcare organizations, as well as other changes in the health care industry. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | (2) BASIS OF PRESENTATION Basis of Presentation These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the accounts of BioMarin and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated. Management performed an evaluation of the Company’s activities through the date of filing of this Annual Report on Form 10-K, and has concluded that there are no subsequent events. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company treats liquid investments with original maturities of three months or less when purchased as cash and cash equivalents. Investments The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such designations at each balance sheet date. All of the Company’s securities are classified as available-for-sale and reported in short-term investments, long-term investments or other assets. Available-for-sale investments are recorded at fair market value, with unrealized gains or losses included in Accumulated Other Comprehensive Income on the Company’s Consolidated Balance Sheets, exclusive of other-than-temporary impairment losses, if any. Investments consist of corporate securities, commercial paper, U.S. federal government agency securities and certificates of deposit. Inventory The Company values inventory at the lower of cost and net realizable value and determines the cost of inventory using the average-cost method. Inventories consist of currently marketed products and may contain certain products awaiting regulatory approval. The Company analyzes its inventory levels quarterly and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Expired inventory is disposed of and the related costs are recognized as Cost of Sales in the Company’s Consolidated Statements of Operations. Inventories Produced in Preparation for Product Launches The Company capitalizes inventories produced in preparation for product launches based upon the probability of regulatory approval and earning future revenues. Typically, capitalization of such inventory begins when positive results have been obtained for the clinical trials that the Company believes are necessary to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive pivotal clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and the compilation of the regulatory application. The Company closely monitors the status of each respective product within the regulatory approval process, including all relevant communication with regulatory authorities. The Company also considers its historical experience with manufacturing and commercializing similar products and the relevant product candidate. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process, or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory would generally not be capitalized. For inventories that are capitalized in preparation of product launch, anticipated future sales, expected approval date and shelf lives are evaluated in assessing realizability. The shelf life of a product is determined as part of the regulatory approval process; however, in evaluating whether to capitalize pre-launch inventory production costs, the Company considers the product stability data of all of the pre-approval production to date to determine whether there is adequate expected shelf life for the capitalized pre-launch production costs. In applying the lower of cost or net realizable value to pre-launch inventory, the Company estimates a range of likely commercial prices based on its comparable commercial products. Property, Plant and Equipment Property, plant and equipment are stated at cost net of accumulated depreciation. Depreciation is computed using the straight-line method over the related estimated useful lives as presented in the table below. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Property and equipment purchased for specific R&D projects with no alternative uses are expensed as incurred. Leasehold improvements Shorter of life of asset or lease term Building and improvements Lesser of useful life of the asset or remaining life of the building Manufacturing and laboratory equipment 5 to 15 years Computer hardware and software 3 to 8 years Office furniture and equipment 5 years Vehicles 5 years Land improvements 10 years Land Not applicable Construction-in-progress Not applicable Certain of the Company’s operating lease agreements include scheduled rent escalations over the lease term, as well as tenant improvement allowances. Scheduled increases in rent expense are recognized on a straight-line basis over the lease term. The difference between rent expense and rent paid is recorded as deferred rent and included in other liabilities in the accompanying Consolidated Balance Sheets. The tenant improvement allowances and free rent periods are recognized as a reduction of rent expense over the lease term on a straight-line basis. Impairment of Long-Lived Assets The Company records goodwill in a business combination when the total consideration exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized but subject to an annual impairment analysis. Intangible assets with finite lives are amortized over their estimated useful lives on a straight-line basis. The Company performs its annual impairment review of goodwill and indefinite lived intangibles during the fourth quarter and whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that the full carrying amount of an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset exceeds its fair value. During the fourth quarter of 2016, the Company performed its annual impairment review and determined no impairments of goodwill existed and, other than the impairments recognized in the second quarter of 2016, there were no additional impairments of intangible assets at December 31, 2016. See Note 7 to these Consolidated Financial Statements for further details on impairments to intangible assets. The Company tests finite-lived intangible assets for impairment when facts or circumstances suggest that the carrying value of the asset may not be recoverable. If the carrying value exceeds the projected undiscounted pre-tax cash flows of the intangible asset, an impairment loss equal to the excess of the carrying value over the estimated fair value (discounted after-tax cash flows) is recognized. The recoverability of the carrying value of the Company’s buildings, leasehold improvements for its facilities and equipment depends on the successful execution of the Company’s business initiatives and its ability to earn sufficient returns on approved products and product candidates. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of its fixed assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collection from the customer is reasonably assured. Net Product Revenues —The Company recognizes revenues from product sales when title and risk of loss have passed to the customer, which typically occurs upon delivery. Product sales transactions are evidenced by customer purchase orders, customer contracts, invoices and/or the related shipping documents. Amounts collected from customers and remitted to governmental authorities, which primarily consists of value-added taxes related to product sales in foreign jurisdictions, are presented on a net basis in the Company’s Consolidated Statements of Operations, in that taxes billed to customers are not included as a component of net product revenues. In the U.S., the Company’s commercial products are generally sold to specialty pharmacies or end-users, such as hospitals, which act as retailers. Through December 31, 2015, the Company also sold Kuvan to Ares Trading S.A. (Merck Serono) at a price near its manufacturing cost, and Merck Serono resold the product to end users outside the U.S., Canada and Japan. The royalty earned from Kuvan product sold by Merck Serono in the EU was included as a component of net product revenues in the period earned. Outside the U.S., the Company’s commercial products were sold to its authorized distributors or directly to government purchasers or hospitals, which act as the end-users. The Company receives a payment ranging from . The Company records reserves for rebates payable under Medicaid and other government programs as a reduction of revenue at the time product revenues are recorded. The Company’s reserve calculations require estimates, including estimates of customer mix, to determine which sales will be subject to rebates and the amount of such rebates. The Company updates its estimates and assumptions on a quarterly basis and records any necessary adjustments to its reserves. The Company records fees paid to distributors and cash discounts as a reduction of revenue. The Company records allowances for product returns, if appropriate, as a reduction of revenue at the time product sales are recorded. Several factors are considered in determining whether an allowance for product returns is required, including market exclusivity of the products based on their orphan drug status, the patient population, the customers’ limited return rights and the Company’s experience with returns. Because of the pricing of the Company’s commercial products, the limited number of patients and the customers’ limited return rights, most customers and retailers carry a limited inventory. However, certain international customers, usually government entities, tend to purchase larger quantities of product less frequently. Although such buying patterns may result in revenue fluctuations from quarter to quarter, the Company has not experienced any increased product returns or risk of product returns. The Company relies on historical return rates to estimate returns. Genzyme’s contractual return rights for Aldurazyme are limited to defective product. Based on these factors and the fact that the Company has not experienced significant product returns to date, management has concluded that product returns will be minimal. In the future, if any of these factors and/or the history of product returns change, an allowance for product returns may be required. Royalty and Other Revenues— Royalty and other revenues includes royalties on net sales of products with which the Company has no direct involvement, collaborative agreement revenues and rental income. Royalty revenue is recognized as earned in accordance with the contract terms at the time the royalty amount is fixed or determinable based on information received from the licensees and sublicensees and at the time collectibility is reasonably assured. Collaborative agreement revenues includes both license revenue and contract research revenue. Activities under collaborative agreements are evaluated to determine if they represent a multiple element revenue arrangement. The Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative estimated selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. Rental income associated with the tenants in the San Rafael Corporate Center (SRCC) is recognized on a straight-line basis over the term of the respective lease . Revenue from non-refundable up-front license fees and milestone payments, such as under a development collaboration or an obligation to supply product, is recognized as performance occurs and the Company’s obligations are completed. In accordance with the specific terms of the Company’s obligations under these arrangements, revenue is recognized as the obligation is fulfilled or ratably over the development or manufacturing period. Revenue associated with substantive at-risk milestones is recognized based upon the achievement of the milestones set forth in the respective agreements. Advance payments received in excess of amounts earned are classified as deferred revenue on the Company’s Consolidated Balance Sheets. Research and Development R&D expenses include expenses associated with contract R&D provided by third-parties, most product manufacturing prior to regulatory approval, clinical and regulatory costs, and internal R&D costs. In instances where the Company enters into agreements with third-parties for R&D activities, costs are expensed upon the earlier of when non-refundable amounts are due or as services are performed unless there is an alternative future use of the funds in other R&D projects. Amounts due under such arrangements may be either fixed fee or fee for service and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. The Company accrues costs for clinical trial activities based upon the services received and estimates of related expenses incurred that have yet to be invoiced by the vendors that perform the activities. Convertible Debt Transactions The Company separately accounts for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option, or equity component, in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. The Company recognizes the accretion of the resulting discount using the effective interest method as part of Interest Expense in its Consolidated Statements of Operations. Net Loss Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. See Note 14 to these Consolidated Financial Statements for further details. Stock-Based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options and the Company’s ESPP awards. The determination of the fair value of stock-based payment awards using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for each award. The Company uses a lattice model with a Monte Carlo simulation to value restricted stock unit awards with performance and market conditions. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, risk-free rates of return, expected dividend yield and estimated total shareholder return. In the fourth quarter of 2016, the Company elected to early adopt Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB), which among other items, provides an accounting policy election to account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures. The Company elected to account for forfeitures as they occur. See Note 4 to these Consolidated Financial Statements for further information on the impact of adoption. If factors change and different assumptions are employed in determining the fair value of stock-based awards, the stock-based compensation expense recorded in future periods may differ significantly from what was recorded in the current period. See Note 17 to these Consolidated Financial Statements for further information. Nonqualified Deferred Compensation Plan The Company’s NQDC Plan allows eligible employees, including members of the Company’s Board of Directors (the Board), management and certain highly-compensated employees as designated by the NQDC Plan’s administrative committee, to make voluntary deferrals of compensation to specified dates, retirement or death. Participants are permitted to defer portions of their salary, annual cash bonus and restricted stock. The Company is not allowed to make additional direct contributions to the NQDC Plan on behalf of the participants without further action by the Board. All of the investments held in the NQDC Plan are classified as trading securities and recorded at fair value with changes in the investments’ fair values recognized as earnings in the period they occur. Company stock issued and held by the NQDC Plan is accounted for similarly to treasury stock in that the value of the employer stock is determined on the date the restricted stock vests and the shares are issued into the NQDC Plan. The restricted stock issued into the NQDC Plan is recorded as stockholders’ equity and changes in the fair value of the corresponding liability are recognized in earnings as incurred. The corresponding liabilities for the NQDC Plan are included in Accounts Payable and Accrued Liabilities and Other Long-Term Liabilities in the Company’s Consolidated Balance Sheets. The corresponding assets for the NQDC Plan are included in Other Current Assets and Other Assets in the Company’s Consolidated Balance Sheets. Income Taxes The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement basis of assets and liabilities. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company establishes liabilities or reduces assets for uncertain tax positions when the Company believes certain tax positions are not more likely than not of being sustained if challenged. Each quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and circumstances. The Company uses financial projections to support its net deferred tax assets, which contain significant assumptions and estimates of future operations. If such assumptions were to differ significantly, it may have a material impact on the Company’s ability to realize its deferred tax assets. At the end of each period, the Company will reassess the ability to realize its deferred tax benefits. If it is more likely than not that the Company would not realize the deferred tax benefits, a valuation allowance may need to be established against all or a portion of the deferred tax assets, which will result in a charge to tax expense. Foreign Currency and Other Hedging Instruments The Company engages in transactions denominated in foreign currencies and, as a result, is exposed to changes in foreign currency exchange rates. To manage the volatility resulting from fluctuating foreign currency exchange rates, the Company nets a portion of its exposures to take advantage of natural offsets and enters into forward foreign currency exchange contracts for a portion of the remaining exposures. The Company accounts for its derivative instruments as either assets or liabilities on the balance sheet and measures them at fair value. Derivatives that are not defined as hedging instruments are adjusted to fair value through earnings. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows of the hedged items. The Company also assesses hedge ineffectiveness on a monthly basis and records the gain or loss related to the ineffective portion to current earnings. If the Company determines that a forecasted transaction is no longer probable of occurring, it discontinues hedge accounting for the affected portion of the hedge instrument, and if the forecasted transaction becomes unlikely to occur, any related unrealized gain or loss on the contract is recognized in current earnings. See Note 11 to these Consolidated Financial Statements for further information. Fair Value of Financial Instruments The Company discloses the fair value of financial instruments for assets and liabilities for which the value is practicable to estimate. The carrying amounts of all cash equivalents, short-term and long-term investments and forward exchange contracts approximate fair value based upon quoted market prices. The fair values of trade accounts receivables, accounts payable and other financial instruments approximate carrying value due to their short-term nature, and would be considered level 2 items in the fair value hierarchy. Segment Information The Company currently operates in one business segment focused on the development and commercialization of innovative therapies for people with serious and life threatening rare diseases and medical conditions. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker who comprehensively manages the entire business. The Company does not operate any separate lines of business or separate business entities with respect to its products. Accordingly, the Company does not accumulate discrete financial information with respect to separate products, other than revenues, and does not have separately reportable segments. Business Combinations The Company allocates the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets and in-process research and development (IPR&D). In connection with the purchase price allocations for acquisitions, the Company estimates the fair value of contingent payments utilizing a probability-based income approach inclusive of an estimated discount rate. Contingent Acquisition Consideration Payable The Company determines the fair value of contingent acquisition consideration payable on the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period thereafter, the Company revalues these obligations and records increases or decreases in their fair value as adjustments to Intangible Asset Amortization and Contingent Consideration in the Company’s Consolidated Statements of Operations. Changes in the fair value of the contingent acquisition consideration payable can result from adjustments to the estimated probability and assumed timing of achieving the underlying milestones, as well as from changes to the discount period and rates. Comprehensive Income (Loss) and Accumulated Other Comprehensive Income Comprehensive income (loss) includes net income (loss) and certain changes in stockholders’ equity that are excluded from net income (loss), such as changes in unrealized gains and losses on the Company’s available-for-sale securities, unrealized gains (losses) on foreign currency hedges and changes in the Company’s cumulative foreign currency translation account. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | (4) RECENT ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-04, Goodwill and Other - Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business ’ In February 2016, the FASB issued ASU No. 2016-02, Leases ’ In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) regarding Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers As of December 31, 2016, the Company has not elected early adoption and has not concluded on an adoption method. The Company has formed a task force that is in the process of analyzing the Company’s customer contracts and the potential impacts the standard may have on previously reported revenues and future revenues. After completing the analysis of the accounting for the Company’s customer contracts under the new revenue standard, the Company will assess the required changes to its accounting policies, systems and internal control over financial reporting. Based on its preliminary analysis of its material contracts with customers, the Company does not anticipate that ASU 2014-09 will have a material impact on its net product revenues for products that are marketed by the Company (e.g., Kuvan, Naglazyme, and Vimizim). The Company is still assessing the application of ASU 2014-09 to its Aldurazyme revenues from Genzyme, which are currently recognized in two components upon delivery and upon sale of the product by Genzyme to third parties. ASU 2014-09 may have an impact on the timing of Aldurazyme revenue recognition, however the Company is in the early stages of its analysis and has not yet concluded on the impact of the new revenue standard on its Aldurazyme revenue recognition. Accounting Pronouncements Adopted In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting and the Company adopted the amendments in ASU 2016-09 during the fourth quarter of fiscal 2016, which required the Company to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption The impact of adopting ASU 2016-09 resulted in the following: • The Company recorded $15.1 million of tax benefits within income tax expense for the year ended December 31, 2016 related to employee equity award activity. Prior to adoption the excess tax benefit had not been realized through a reduction in taxes payable. In a small number of states, there had been a benefit to taxes payable and for these states the benefit was recorded as additional paid-in capital. This change could create future volatility in the Company’s effective tax rate depending upon the amount of exercise or vesting activity from stock-based awards. • The Company recorded a $131.3 million cumulative-effect adjustment to accumulated deficit as of January 1, 2016 related to historical excess tax benefits. • The Company elected to recognized forfeitures as they occur. The cumulative effect adjustment as a result of the adoption of this amendment on a modified retrospective basis was insignificant. • The Company elected to apply the change in classification of cash flows resulting from excess tax benefits or deficiencies on a retrospective basis. Accordingly, $2.2 million and $1.5 million of excess tax benefits previously reported as a cash flow provided by financing activities during the years ended December 31, 2015 and 2014, respectively, have been reclassified to be included in cash flows from operating activities. The reclassification of excess tax benefits on the Consolidated Statements of Cash Flows is not material. There were no other material impacts to our consolidated financial statements as a result of adopting this updated standard. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | (5) ACQUISITIONS The Merck PKU Business On October 1, 2015, the Company entered into a Termination and Transition Agreement with Ares Trading S.A. (Merck Serono), as amended and restated on December 23, 2015 (the A&R Kuvan Agreement), to terminate the Development, License and Commercialization Agreement, dated May 13, 2005, as amended (the License Agreement), between the Company and Merck Serono, including the license to Kuvan the Company had granted to Merck Serono under the License Agreement. Also on October 1, 2015, the Company and Merck Serono entered into a Termination Agreement (the Pegvaliase Agreement) to terminate the license to pegvaliase the Company had granted to Merck Serono under the License Agreement. On January 1, 2016, pursuant to the A&R Kuvan Agreement and the Pegvaliase Agreement, the Company completed the acquisition from Merck Serono and its affiliates of certain rights and other assets with respect to Kuvan and pegvaliase (the Merck PKU Business). As a result, the Company acquired all global rights to Kuvan and pegvaliase from Merck Serono, with the exception of Kuvan in Japan. Previously, the Company had exclusive rights to Kuvan in the United States (U.S.) and Canada and pegvaliase in the U.S. and Japan. In connection with the acquisition of the Merck PKU Business, the Company recognized transaction costs of $0.6 million, of which $0.3 million was recognized in each of the years ended December 31, 2016 and 2015. Pursuant to the A&R Kuvan Agreement, the Company paid Merck Serono $374.5 million, in cash and is obligated to pay Merck Serono up to a maximum of €60.0 million, in cash, if future sales milestones are met. Pursuant to the Pegvaliase Agreement, the Company is obligated to pay Merck Serono up to a maximum of €125.0 million, in cash, if future development milestones are met. Merck Serono transferred certain inventory, regulatory materials and approvals, and intellectual property rights to the Company and will perform certain transition services for the Company. As of December 31, 2016, the inventory acquired from Merck Serono has been sold through to customers. The Company and Merck Serono have no further rights or obligations under the License Agreement with respect to pegvaliase. As of December 31, 2016, the License Agreement, as amended in December 2016, will continue in effect in order for Merck Serono to provide critical transition services for the sales and distribution of Kuvan in four remaining countries until marketing authorizations can be transferred in such countries. Prior to the consummation of the transactions described above, the Company sold Kuvan to Merck Serono at a price near its manufacturing costs, and Merck Serono resold the product to end users outside the U.S., Canada and Japan. The royalty earned by the Company from Kuvan product sold by Merck Serono was included as a component of Net Product Revenues in the period earned. Kuvan is a commercialized product for the treatment of patients with phenylketonuria (PKU) and/or for primary BH4 deficiency in certain countries. Pegvaliase is currently in pivotal studies as a potential therapeutic option for adult patients with PKU. In March 2016, the Company announced that its pivotal Phase 3 PRISM-2 study of pegvaliase met the primary endpoint of change in blood Phe compared with placebo (p<0.0001); and the Company also announced its plans to submit a marketing application in the U.S. Kuvan has Orphan Drug exclusivity in the European Union (EU) until 2020, and pegvaliase has Orphan Drug designation in the U.S. and the EU. The acquisition date fair value of the contingent acquisition consideration payments, Kuvan global marketing rights, with the exception of Japan, and pegvaliase IPR&D acquired was estimated by applying a probability-based income approach utilizing an appropriate discount rate. This estimation was based on significant inputs that are not observable in the market, referred to as level 3 inputs. Key assumptions include a discount rate and various probability factors. The range of outcomes and assumptions used to develop these estimates has been updated to estimate the fair value of the contingent acquisition consideration payable at December 31, 2016. See Note 12 to these Consolidated Financial Statements for additional discussion regarding fair value measurements of the contingent acquisition consideration payable included on the Company’s Consolidated Balance Sheet. The following table presents the final allocation of the purchase consideration for the Merck PKU Business acquisition, including the contingent acquisition consideration payable based on the acquisition date fair value. The allocation of the purchase price below reflects an inventory adjustment in the second quarter of 2016. Cash payments $ 374,545 Estimated fair value of contingent acquisition consideration payable 138,974 Total consideration $ 513,519 Kuvan intangible assets $ 172,961 Pegvaliase IPR&D 326,359 Inventory 14,199 Total identifiable assets acquired $ 513,519 The amount allocated to the Kuvan intangible assets is considered to be finite-lived and will be amortized on a straight-line basis over its estimated useful life through 2024. The amount allocated to acquired pegvaliase IPR&D is considered to be indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate the reduction in the fair value of the IPR&D assets below their respective carrying amounts. When development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point. See Note 7 to these Consolidated Financial Statements for further discussion of the indefinite-lived intangible asset. Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations of the Company and the Merck PKU Business as if the acquisition occurred on January 1, 2015. This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of future operations that would have been achieved had the acquisitions taken place at the beginning of 2015. 2015 Total revenues $ 962,853 Net loss $ (143,506 ) Net loss per share, basic and dilutive $ (0.90 ) Weighted average common shares outstanding, basic and diluted 160,025 Prosensa Holding N.V. On January 29, 2015, the Company completed the acquisition of Prosensa Holding N.V. (Prosensa), a public limited liability company organized under the laws of the Netherlands, for a total purchase price of $751.5 million. Prosensa was an innovative biotechnology company engaged in the discovery and development of ribonucleic acid (RNA)-modulating therapeutics for the treatment of genetic disorders. Prosensa ’ ’ In connection with its acquisition of Prosensa, the Company made cash payments totaling $680.1 million, which consisted of $620.7 million for approximately 96.8% of Prosensa ’ ’ The following table presents the allocation of the purchase consideration for the Prosensa acquisition based on fair value. Cash and cash equivalents $ 141,669 Trade accounts receivable 3,086 Other current assets 1,537 Property, plant and equipment 2,683 Intangible assets 497 Other assets 104 Acquired IPR&D 772,808 Total identifiable assets acquired 922,384 Accounts payable and accrued expenses (68,799 ) Debt assumed (57,053 ) Deferred tax liability (193,202 ) Total liabilities assumed (319,054 ) Net identifiable assets acquired 603,330 Goodwill 148,134 Net assets acquired $ 751,464 See Note 7 to these Consolidated Financial Statements for further discussion of the indefinite-lived intangible assets. The deferred tax liability relates to the tax impact of future amortization or possible impairments associated with the identified intangible assets acquired, which are not deductible for tax purposes. Prosensa’s results of operations prior to and since the acquisition date are insignificant to the Company’s Consolidated Financial Statements. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Investments Schedule [Abstract] | |
INVESTMENTS | (6) INVESTMENTS All investments were classified as available-for-sale at December 31, 2016 and 2015. The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s available-for-sale securities by major security type at December 31, 2016 and 2015 are summarized in the tables below: Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value at December 31, 2016 Certificates of deposit $ 2,800 $ — $ — $ 2,800 Corporate debt securities 633,072 329 (2,277 ) 631,124 Commercial paper 16,075 — — 16,075 U.S. government agency securities 304,635 37 (747 ) 303,925 Greek government-issued bonds 48 86 — 134 Total $ 956,630 $ 452 $ (3,024 ) $ 954,058 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value at December 31, 2015 Certificates of deposit $ 63,919 $ 1 $ — $ 63,920 Corporate debt securities 358,625 20 (732 ) 357,913 Commercial paper 12,733 — — 12,733 U.S. government agency securities 186,882 — (344 ) 186,538 Greek government-issued bonds 48 79 — 127 Total $ 622,207 $ 100 $ (1,076 ) $ 621,231 As of December 31, 2016, the Company had one investment in marketable equity securities measured using quoted prices in its active market that is considered a strategic investment. During 2016, shares of strategic investments were sold for net realized losses of $0.1 million. As of December 31, 2016, the fair value of the Company’s strategic investment of $4.1 million included an unrealized gain of $2.3 million. As of December 31, 2015, the fair value of the Company’s strategic investments of $18.1 million included an unrealized gain of $12.7 million. Strategic investments are recorded in Other Assets in the Company’s Consolidated Balance Sheets. The fair values of available-for-sale securities by contractual maturity were as follows: December 31, 2016 2015 Maturing in one year or less $ 381,347 $ 195,579 Maturing after one year through five years 572,711 425,652 Total $ 954,058 $ 621,231 Impairment assessments are made at the individual security level each reporting period. When the fair value of an investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is other-than-temporary and, if it is other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s amortized cost and fair value at such date. As of December 31, 2016, some of the Company’s investments were in an unrealized loss position. However, the Company has the ability and intent to hold all investments that have been in a continuous loss position until maturity or recovery, thus no other-than-temporary impairment is deemed to have occurred. See Note 12 to these Consolidated Financial Statements for additional discussion regarding the fair value of the Company’s available-for-sale securities. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | (7) INTANGIBLE ASSETS Intangible assets consisted of the following: December 31, 2016 2015 Intangible assets: Finite-lived intangible assets $ 305,122 $ 129,572 Indefinite-lived intangible assets 332,199 607,548 Gross intangible assets: 637,321 737,120 Less: Accumulated amortization (83,541 ) (53,124 ) Net carrying value $ 553,780 $ 683,996 Finite-Lived Intangible Assets The following table summarizes the net-book-value and estimated remaining life of the Company’s finite-lived intangible assets as of December 31, 2016: Net Balance at December 31, 2016 Average Remaining Life Repurchased royalty rights $ 46,688 6.9 years Acquired intellectual property 172,256 8.1 years License payments for marketing approvals 1,869 4.9 years SRCC in-place and above market tenant leases 768 Remaining lease terms Total $ 221,581 As of December 31, 2016, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: Fiscal Year Amount 2017 $ 30,430 2018 30,400 2019 30,086 2020 27,605 2021 26,681 Thereafter 76,379 $ 221,581 Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consisted of the following: December 31, 2016 2015 In-Process Research and Development: Pegvaliase $ 326,359 $ — Kyndrisa — 533,064 Other exons acquired with Prosensa — 41,044 Reveglucosidase alfa — 25,010 Other acquired pre-clinical compounds 5,840 8,430 Net carrying value $ 332,199 $ 607,548 Intangible assets related to IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D assets below their respective carrying amounts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Related to the Kyndrisa and other exon IPR&D assets, the Company recorded impairment charges of $198.7 million in the fourth quarter of 2015 and impairment charges of $574.1 million in the second quarter of 2016 based on the status of development efforts. These impairments reduced the remaining book value to zero due to the termination of the programs. The Company also recognized an impairment charge of $25.0 million in the second quarter of 2016 related to the reveglucosidase alfa IPR&D assets due to the decision to terminate that development program. In 2015, the Company completed the sale of talazoparib to Medivation Inc. (Medivation). Pursuant to the Asset Purchase Agreement, Medivation paid the Company an upfront payment of $410.0 million upon the closing of the transaction. In addition, contingent upon the successful development and commercialization of talazoparib, Medivation will pay the Company milestone payments of up to $160.0 million and mid-single digit percentage royalties on net sales of talazoparib. During the fourth quarter of 2015, the Company recognized a net gain of $369.5 million related to the sale of the talazoparib intangible assets. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | (8) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consisted of the following: December 31, 2016 2015 Building and improvements $ 510,805 $ 442,100 Manufacturing and laboratory equipment 242,899 145,313 Computer hardware and software 129,506 113,442 Leasehold improvements 44,184 44,247 Furniture and equipment 27,229 22,817 Land improvements 4,881 4,881 Land 55,412 45,727 Construction-in-progress 126,446 164,283 1,141,362 982,810 Less: Accumulated depreciation (342,594 ) (278,603 ) Total property, plant and equipment, net $ 798,768 $ 704,207 The construction-in-process balance primarily includes costs related to the Company ’ Depreciation for the years ended December 31, 2016, 2015 and 2014 was $73.2 million, $50.1 million and $44.3 million, respectively, of which $17.4 million, $14.6 million and $11.0 million was capitalized into inventory, respectively. Capitalized interest related to the Company’s property, plant and equipment purchases for each of the three years ended December 31, 2016 was insignificant. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | (9) INVENTORY Inventory consisted of the following: December 31, 2016 2015 Raw materials $ 51,250 $ 46,115 Work-in-process 167,788 150,289 Finished goods 136,088 75,279 Total inventory $ 355,126 $ 271,683 In the first quarter of 2016, process qualification production activities commenced in the Company’s Shanbally facility related to Vimizim production. As of December 31, 2016, the value of the qualification campaign was $30.0 million, which was capitalized as inventory because the product is expected to be sold commercially. While the Company believes it is unlikely that the manufacturing process will not be approved for Vimizim production, should that occur, the value of the inventory would be expensed at that time. Inventory as of December 31, 2016 included $39.1 million of pre-launch Brineura (formerly referred to as cerliponase alfa) inventory for production that commenced in the second quarter of 2016. Brineura is an investigational therapy to treat children with CLN2 disease, or late infantile neuronal ceroid lipofuscinosis, a lysosomal storage disorder primarily affecting the brain. The Company must receive marketing approval from the applicable regulators before the Brineura inventory can be sold commercially. Although regulatory approval cannot be assured, the Company expects to receive regulatory approval and realize the costs of the inventory through future sales. The Company believes that all material uncertainties related to the ultimate regulatory approval of Brineura for commercial sale have been significantly reduced based on positive data from Phase I/II clinical trial results and the filings of Biologics License Application (BLA) with the Food and Drug Administration (FDA) and the MAA with the European Medicines Agency (EMA) |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | (10) SUPPLEMENTAL BALANCE SHEET INFORMATION Other assets consisted of the following: December 31, 2016 2015 Deposit for business acquisition $ — $ 371,756 Deposits 10,722 8,606 Strategic investments 4,064 18,056 Long-term forward foreign currency exchange contract assets 8,194 3,533 Other 9,835 6,693 Total other assets $ 32,815 $ 408,644 Accounts payable and accrued liabilities consisted of the following: December 31, 2016 2015 Accounts payable and accrued operating expenses $ 191,353 $ 179,294 Accrued compensation expense 109,038 95,345 Accrued rebates payable 34,737 32,553 Accrued royalties payable 15,151 10,412 Value added taxes payable 7,848 6,377 Accrued income taxes — 59,572 Other 12,378 8,958 Total accounts payable and accrued liabilities $ 370,505 $ 392,511 The roll forward of significant estimated accrued rebates, reserve for cash discounts and allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014 were as follows: Balance at Beginning of Period Provision for Current Period Sales Provision/ (Reversals) for Prior Period Sales Actual Charges Related to Current Period Sales Actual Charges Related to Prior Period Sales Balance at End of Period Year ended December 31, 2016: Accrued rebates $ 32,553 $ 44,347 $ (5,205 ) $ (23,879 ) $ (13,079 ) $ 34,737 Reserve for cash discounts 831 8,889 (22 ) (8,160 ) (650 ) 888 Sales return reserve 40 — (40 ) — — — Allowance for doubtful accounts 93 — (20 ) — — 73 Year ended December 31, 2015: Accrued rebates $ 14,859 $ 45,356 $ (1,245 ) $ (18,421 ) $ (7,996 ) $ 32,553 Reserve for cash discounts 688 7,402 — (6,722 ) (537 ) 831 Sales return reserve — 40 — — — 40 Allowance for doubtful accounts 490 — (397 ) — — 93 Year ended December 31, 2014: Accrued rebates $ 10,429 $ 24,431 $ (1,159 ) $ (12,768 ) $ (6,074 ) $ 14,859 Reserve for cash discounts 388 6,435 — (5,747 ) (388 ) 688 Sales return reserve 907 — (907 ) — — — Allowance for doubtful accounts 529 410 (319 ) — (130 ) 490 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES | (11) DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES Foreign Currency Exchange Rate Exposure The Company uses forward foreign currency exchange contracts to hedge certain operational exposures resulting from potential changes in foreign currency exchange rates. Such exposures result from portions of the Company ’ The Company designates certain of these forward foreign currency exchange contracts as hedging instruments and enters into some forward foreign currency exchange contracts that are considered to be economic hedges that are not designated as hedging instruments. Whether designated or undesignated, these forward foreign currency exchange contracts protect against the reduction in value of forecasted foreign currency cash flows resulting from product revenues, royalty revenues, operating expenses and asset or liability positions designated in currencies other than the U.S. dollar. The fair values of forward foreign currency exchange contracts are estimated using current exchange rates and interest rates, and take into consideration the current creditworthiness of the counterparties or the Company, as applicable. Information regarding the specific instruments used by the Company to hedge its exposure to foreign currency exchange rate fluctuations is provided below. See Note 12 to these Consolidated Financial Statements for additional discussion regarding the fair value of forward foreign currency exchange contracts. The Company enters into forward foreign currency exchange contracts in order to protect against the fluctuations in revenue and operating expenses associated with foreign currency-denominated cash flows. The Company has formally designated these forward foreign currency exchange contracts as cash flow hedges and expects them to be highly effective in offsetting fluctuations in operating expenses denominated in Euros and revenues denominated in currencies other than the U.S. dollar related to changes in foreign currency exchange rates. The following table summarizes the Company ’ Aggregate Notional Amount in Foreign Exchange Contracts Number of Contracts Foreign Currency Maturity Euros - Purchase 82 104.2 Jan. 2017 - Dec. 2019 Euros - Sell 311 340.2 Jan. 2017 - Dec. 2019 Canadian Dollars - Sell 24 23.3 Jan. 2017 - Dec. 2017 Colombian Pesos - Sell 12 62,304.0 Jan. 2017 - Dec. 2017 Brazilian Reais - Sell 3 64.5 May 2017 Total 432 The maximum length of time over which the Company is hedging its exposure to the reduction in value of forecasted foreign currency revenues through forward foreign currency exchange contracts is through December 2019. Over the next twelve months, the Company expects to reclassify $7.1 million from Accumulated Other Comprehensive Income to earnings as the forecasted revenue and operating expense transactions occur. The Company also enters into forward foreign currency exchange contracts that are not designated as hedges for accounting purposes. The changes in fair value of these forward foreign currency exchange contracts are included as a part of selling, general and administrative (SG&A) expense in the Company ’ The following table summarizes the Company ’ Aggregate Notional Amount in Foreign Exchange Contracts Number of Contracts Foreign Currency Maturity Euros - Purchase 1 94.9 January 2017 British Pounds - Sell 1 2.7 January 2017 Total 2 The fair value carrying amounts of the Company’s derivative instruments were as follows: Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2016 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 13,048 Accounts payable & accrued liabilities $ 5,176 Forward foreign currency exchange contracts Other assets 8,194 Other long- term liabilities 2,342 Total $ 21,242 $ 7,518 Derivatives not designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 964 Accounts payable & accrued liabilities $ 25 Total 964 25 Total value of derivative contracts $ 22,206 $ 7,543 Asset Derivatives Liability Derivatives December 31, 2015 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 10,478 Accounts payable & accrued liabilities $ 1,986 Forward foreign currency exchange contracts Other assets 3,533 Other long- term liabilities 3,057 Total $ 14,011 $ 5,043 Derivatives not designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ — Accounts payable & accrued liabilities $ 22 Total — 22 Total value of derivative contracts $ 14,011 $ 5,065 The effect of the Company’s derivative instruments on the Consolidated Financial Statements for the years ended December 31, 2016, 2015 and 2014 was as follows: Years Ended December 31, 2016 2015 2014 Derivatives Designated as Hedging Instruments: Net gain recognized in Other Comprehensive Income (OCI) (1) $ 9,677 $ 17,300 $ 18,078 Net gain reclassified from accumulated OCI into earnings (2) 6,529 19,604 643 Net gain (loss) recognized in net loss (3) 5,070 (727 ) (294 ) Derivatives Not Designated as Hedging Instruments: Net gain (loss) recognized in net loss (4) $ (8,687 ) $ 4,493 $ 8,010 (1) Net change in the fair value of the effective portion classified as OCI. (2) Effective portion classified as Net Product Revenues and SG&A expense . (3) Ineffective portion and amount excluded from effectiveness testing classified as SG&A expense. (4) Classified as SG&A expense. At December 31, 2016, 2015 and 2014, accumulated other comprehensive income before taxes associated with forward foreign currency exchange contracts qualifying for hedge accounting treatment was a gain of $13.0 million, $13.6 million and $15.9 million, respectively. The Company is exposed to counterparty credit risk on all of its derivative financial instruments. The Company has established and maintains strict counterparty credit guidelines and enters into hedges only with financial institutions that are investment grade or better to minimize the Company’s exposure to potential defaults. The Company does not require collateral to be pledged under these agreements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | (12) FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis, including available-for-sale fixed income securities and foreign currency derivatives. The tables below present the fair value of these financial assets and liabilities determined using the following input levels. Fair Value Measurements at December 31, 2016 Quoted Price in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash and cash equivalents: Overnight deposits $ 235,571 $ — $ — $ 235,571 Money market instruments — 172,759 — 172,759 Total cash and cash equivalents 235,571 172,759 — 408,330 Available-for-sale securities: Short-term: Certificates of deposit — 2,800 — 2,800 Corporate debt securities — 193,974 — 193,974 Commercial paper — 16,075 — 16,075 U.S. government agency securities — 168,499 — 168,499 Long-term: Corporate debt securities — 437,150 — 437,150 U.S. government agency securities — 135,426 — 135,426 Greek government-issued bonds — 134 — 134 Total available-for-sale securities — 954,058 — 954,058 Other Current Assets: Nonqualified Deferred Compensation Plan assets — 163 — 163 Forward foreign currency exchange contract (1) — 14,012 — 14,012 Restricted investments (2) — 3,754 — 3,754 Total other current assets — 17,929 — 17,929 Other Assets: Nonqualified Deferred Compensation Plan assets — 9,121 — 9,121 Forward foreign currency exchange contract (1) — 8,194 — 8,194 Strategic investment (3) 4,064 — — 4,064 Total other assets 4,064 17,315 — 21,379 Total assets $ 239,635 $ 1,162,061 $ — $ 1,401,696 Liabilities: Current Liabilities: Nonqualified Deferred Compensation Plan liability $ 2,073 $ 163 $ — $ 2,236 Forward foreign currency exchange contract (1) — 5,201 — 5,201 Contingent acquisition consideration payable — — 46,327 46,327 Total current liabilities 2,073 5,364 46,327 53,764 Other long-term liabilities: Nonqualified Deferred Compensation Plan liability 17,303 9,121 — 26,424 Forward foreign currency exchange contract (1) — 2,342 — 2,342 Contingent acquisition consideration payable — — 115,310 115,310 Total other long-term liabilities 17,303 11,463 115,310 144,076 Total liabilities $ 19,376 $ 16,827 $ 161,637 $ 197,840 Fair Value Measurements at December 31, 2015 Quoted Price in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash and cash equivalents: Overnight deposits $ 290,731 $ — $ — $ 290,731 Money market instruments — 106,309 — 106,309 Total cash and cash equivalents 290,731 106,309 — 397,040 Available-for-sale securities: Short-term: Certificates of deposit — 56,951 — 56,951 Corporate debt securities — 42,673 — 42,673 Commercial paper — 12,733 — 12,733 U.S. government agency securities — 83,222 — 83,222 Long-term: Certificates of deposit — 6,969 — 6,969 Corporate debt securities — 315,240 — 315,240 U.S. government agency securities — 103,316 — 103,316 Greek government-issued bonds — 127 — 127 Total available-for-sale securities — 621,231 — 621,231 Other Current Assets: Nonqualified Deferred Compensation Plan assets — 440 — 440 Forward foreign currency exchange contract (1) — 10,478 — 10,478 Restricted investments (2) — 7,348 — 7,348 Total other current assets — 18,266 — 18,266 Other Assets: Nonqualified Deferred Compensation Plan assets — 6,362 — 6,362 Forward foreign currency exchange contract (1) — 3,533 — 3,533 Strategic investment (3) 18,056 — — 18,056 Total other assets 18,056 9,895 — 27,951 Total assets $ 308,787 $ 755,701 $ — $ 1,064,488 Liabilities: Current Liabilities: Nonqualified Deferred Compensation Plan liability $ 1,151 $ 440 $ — $ 1,591 Forward foreign currency exchange contract (1) — 2,008 — 2,008 Contingent acquisition consideration payable — — 52,946 52,946 Total current liabilities 1,151 2,448 52,946 56,545 Other long-term liabilities: Nonqualified Deferred Compensation Plan liability 24,341 6,362 — 30,703 Forward foreign currency exchange contract (1) — 3,057 — 3,057 Contingent acquisition consideration payable — — 32,663 32,663 Total other long-term liabilities 24,341 9,419 32,663 66,423 Total liabilities $ 25,492 $ 11,867 $ 85,609 $ 122,968 (1) See Note 11 to these Consolidated Financial Statements for further information regarding the derivative instruments. (2) The restricted investments at December 31, 2016 and 2015 secure the Company’s irrevocable standby letter of credit obtained in connection with certain commercial agreements. (3) The Company has investments in marketable equity securities measured using quoted prices in an active market that are considered strategic investments. See Note 6 to these Consolidated Financial Statements for additional discussion regarding the Company’s strategic investments. There were no transfers between levels during the year ended December 31, 2016. The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs. The Company validates the prices provided by its third-party pricing services by understanding the models used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming those securities traded in active markets. See Note 6 to these Consolidated Financial Statements for further information regarding the Company’s financial instruments. Liabilities measured at fair value using Level 3 inputs consisted of contingent acquisition consideration payable and asset retirement obligations. The Company’s contingent acquisition consideration payable is estimated using a probability-based income approach utilizing an appropriate discount rate. Key assumptions used by management to estimate the fair value of contingent acquisition consideration payable include estimated probabilities, the estimated timing of when a milestone may be attained and assumed discount periods and rates. Subsequent changes in the fair value of the contingent acquisition consideration payable, resulting from management’s revision of key assumptions, will be recorded in Intangible Asset Amortization and Contingent Consideration in the Company’s Consolidated Statements of Operations. The probability-based income approach used by management to estimate the fair value of the contingent acquisition consideration is most sensitive to changes in the estimated probabilities. Contingent acquisition consideration payable at December 31, 2015 $ 85,609 Addition of contingent acquisition consideration payable related to the purchase of the Merck PKU Business 138,974 Changes in the fair value of contingent acquisition consideration payable for continuing development programs 6,825 Reduction of fair value related to termination of Kyndrisa development program (43,652 ) Reduction of fair value related to termination of reveglucosidase alfa development program (20,334 ) Foreign exchange remeasurement of Euro denominated contingent acquisition consideration payable (5,785 ) Contingent acquisition consideration payable at December 31, 2016 $ 161,637 Under certain of the Company’s lease agreements, the Company is contractually obligated to return leased space to its original condition upon termination of the lease agreement. The Company records an asset retirement obligation liability and a corresponding capital asset in an amount equal to the estimated fair value of the obligation, when estimable. In subsequent periods, for each such lease, the Company records interest expense to accrete the asset retirement obligation liability to full value and depreciates each capitalized asset retirement obligation asset, both over the term of the associated lease agreement. Asset retirement obligations at December 31, 2015 $ 4,704 Accretion expense 107 Additions — Settlements and reversals (665 ) Asset retirement obligations at December 31, 2016 $ 4,146 The Company acquired intangible assets as a result of various business acquisitions. The estimated fair value of these long-lived assets was measured using Level 3 inputs as of the acquisition date. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | (13) DEBT 2018/2020 Convertible Notes On October 15, 2013, the Company issued $750.0 million in aggregate principal amount of senior subordinated convertible notes consisting of $375.0 million in aggregate principal amount of 0.75% senior subordinated convertible notes due in October 2018 (the 2018 Notes) and $375.0 million in aggregate principal amount of 1.50% senior subordinated convertible notes due in October 2020 (the 2020 Notes and, together with the 2018 Notes, the Notes). Net proceeds from the offering were $726.2 million. The 2018 Notes and the 2020 Notes bear interest at a rate of 0.75% and 1.5% per year, respectively, which is payable semiannually in arrears on April 15 and October 15 of each year. The Notes are senior unsecured obligations, and rank (i) subordinated to any of the Company’s existing and future unsecured senior debt, (ii) equally to any of the Company’s existing and future senior subordinated debt, (iii) senior to any of the Company’s future indebtedness that is expressly subordinated to the Notes, and (iii) effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness. Upon the occurrence of a “fundamental change”, as defined in the indenture, the holders may require the Company to repurchase all or a portion of the Notes for cash at 100% of the principal amount of the Notes being purchased, plus any accrued and unpaid interest. The Notes are convertible into 7,965,975 shares of the Company’s common stock under certain circumstances prior to maturity at a conversion rate of 10.6213 shares per $1,000 principal amount of the Notes, which represents a conversion price of $94.15 per share, subject to adjustment under certain conditions. Holders may convert their notes at their option at any time prior to July 15, 2018, in the case of the 2018 Notes, and July 15, 2020, in the case of the 2020 Notes, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of the relevant notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. Upon conversion, the Company may pay cash, shares of the Company’s common stock or a combination of cash and stock, as determined by the Company in its discretion. The Company has separately accounted for the liability and equity components of the Notes by allocating the proceeds from issuance of the Notes between the liability component and the embedded conversion option, or equity component. This allocation was done by first estimating an interest rate at the time of issuance for similar notes that do not include the embedded conversion option. The Company allocated $156.2 million to the equity component, net of offering costs of $5.1 million. The Company recorded a discount on the notes of $161.3 million which will be accreted and recorded as additional interest expense over the life of the Notes. Additionally, in connection with the issuance of the Notes, the Company incurred $23.8 million of issuance costs, which are being amortized and recorded as additional interest expense over the life of the Notes. The effective interest rate on the liability component of the Notes for the years ended December 31, 2016, 2015 and 2014 was 7.5%, 7.3% and 7.5%. The following table summarizes the additional interest expense recognized for the accretion of the debt discount and amortization of the deferred offering costs. Years Ended December 31, 2016 2015 2014 Convertible Notes due 2018 Amortization of issuance costs $ 1,931 $ 1,921 $ 1,910 Accretion of discount on convertible notes 14,337 13,633 12,963 Convertible Notes due 2020 Amortization of issuance costs 1,288 1,283 1,279 Accretion of discount on convertible notes 12,240 11,567 10,930 Total $ 29,796 $ 28,404 $ 27,082 To minimize the impact of potential dilution upon conversion of the 2018 Notes and the 2020 Notes, the Company entered into capped call transactions separate from the issuance of the Notes with certain counterparties covering 3,982,988 shares of the Company’s common stock, subject to adjustment. The capped calls have a strike price of $94.15 and a cap price of $121.05 and are exercisable when and if the Notes are converted. If upon conversion of the Notes, the price of the Company’s common stock is above the strike price of the capped calls, the counterparties will deliver shares of the Company’s common stock and/or cash with an aggregate value equal to the difference between the price of the Company’s common stock at the conversion date and the strike price, multiplied by the number of shares of the Company’s common stock related to the capped calls being exercised. The Company paid $29.8 million for these capped calls transactions, which was recorded as additional paid-in capital. 2017 Convertible Notes In April 2007, the Company sold $324.9 million in aggregate principal amount of senior subordinated convertible notes due in April 2017 (the 2017 Notes). The 2017 Notes were issued at face value and bear interest at the rate of 1.875% per annum, payable semi-annually in cash. The 2017 Notes are convertible, at the option of the holder, at any time prior to maturity or redemption, into shares of the Company’s common stock at a conversion price of $20.36 per share, subject to adjustment in certain circumstances. The 2017 Notes do not include a call provision and the Company is unable to unilaterally redeem the 2017 Notes prior to maturity on April 23, 2017. The Company also must repay the 2017 Notes if there is a qualifying change in control or termination of trading of its common stock. If a change of control occurs, the Company will pay a make whole premium by increasing the conversion rate applicable to the 2017 Notes. In connection with the placement of the 2017 Notes, the Company paid $8.5 million in offering costs, which have been deferred and are presented as a direct reduction of the outstanding 2017 Notes. The deferred offering costs are being amortized as interest expense over the life of the debt. For the year ended December 31, 2016, the Company recognized amortization expense of $0.1 million, compared to $0.1 million and $0.1 million for the years ended December 31, 2015 and 2014, respectively. During 2016, certain existing holders of the Company ’ ’ The following table summarizes information regarding the Company’s convertible debt at December 31: 2016 2015 Convertible Notes due 2017 $ 22,503 $ 31,430 Unamortized deferred offering costs (25 ) (110 ) Convertible Notes due 2017, net 22,478 31,320 Convertible Notes due 2018 374,980 374,980 Unamortized discount (27,566 ) (41,904 ) Unamortized deferred offering costs (3,484 ) (5,415 ) Convertible Notes due 2018, net 343,930 327,661 Convertible Notes due 2020 374,993 374,993 Unamortized discount (53,239 ) (65,478 ) Unamortized deferred offering costs (4,923 ) (6,210 ) Convertible Notes due 2020, net 316,831 303,305 Total convertible debt, net $ 683,239 $ 662,286 Fair value of fixed rate convertible debt Convertible Notes due in 2017 (1) $ 90,977 $ 162,016 Convertible Notes due in 2018 (1) 423,202 482,584 Convertible Notes due in 2020 (1) 442,754 502,701 Total $ 956,933 $ 1,147,301 (1) The fair value of the Company’s fixed rate convertible debt is based on open market trades and is classified as Level 1 in the fair value hierarchy. See Note 14 to these Consolidated Financial Statements for further discussion of the effect of conversion on net loss per common share. Revolving Credit Facility In November 2016, the Company entered into a credit agreement (Credit Agreement) with Bank of America, N.A., as the administrative agent, swing line lender and letter of credit issuer. The Credit Agreement provides for up to $100.0 million (Revolving Credit Facility), a $10.0 million letter of credit subfacility and a $15.0 million swing line loan subfacility. The maturity date of the Revolving Credit Facility will occur on November 29, 2018. Interest on any outstanding balance of the Revolving Credit Facility is payable quarterly and draws may be voluntary prepaid at any time without penalty. In connection with entering into the Credit Agreement, $0.6 million in financing costs was incurred and will be amortized as Interest Expense over the term of the Credit Agreement. As of December 31, 2016, there were no outstanding amounts due under the Revolving Credit Facility. In connection with the Revolving Credit Facility, the Company and certain of its subsidiaries are required to comply with covenants, including, among other things, restrictions on the Company’s and such subsidiaries’ ability to incur additional indebtedness, dispose of its assets, incur liens, make investments, and pay dividends or other distributions, in each case subject to specified exceptions. The Credit Agreement also contains customary indemnification obligations and customary events of default. If the Company’s Global Liquidity, which is defined as the sum of the market value of unrestricted cash, marketable securities and other assets to the extent constituting “cash and cash equivalents,” “short-term investments” or “long-term investments” as reflected in the Company’s Consolidated Balance Sheet, in each case, held by the Company or certain of the Company’s subsidiaries at such time, regardless of where such assets are domiciled, falls below $225.0 million at the end of any month or at the time of any borrowing or issuance of a letter of credit under the Revolving Credit Facility, then the Company’s obligations under the Credit Agreement will also be secured by the assets held by the Company in the custody account. The custody account will be established in the first quarter of 2017. As of December 31, 2016, the Company and certain of its subsidiaries that serve as guarantors are in compliance with all covenants. Interest expense on the Company’s debt consisted of the following: Years Ended December 31, 2016 2015 2014 Coupon interest $ 9,555 $ 9,750 $ 9,417 Amortization of debt issuance costs 3,367 3,294 3,332 Accretion of discount on convertible notes 26,577 25,200 23,893 Total interest expense on convertible debt $ 39,499 $ 38,244 $ 36,642 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | (14) NET LOSS PER COMMON SHARE Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards, common stock issuable under the Company’s ESPP, unvested restricted stock units (RSUs), common stock held by the NQDC and contingent issuances of common stock related to convertible debt. The following table sets forth the computation of basic and diluted earnings per common share (in thousands of common shares): Years Ended December 31, 2016 2015 2014 Numerator: Net loss, basic $ (630,210 ) $ (171,799 ) $ (133,969 ) Gain on common stock held by the NQDC (3,184 ) — — Net loss, diluted (633,394 ) (171,799 ) (133,969 ) Denominator: Weighted-average common shares outstanding, basic 165,985 160,025 146,349 Effect of dilutive securities: Common shares held by the NQDC 234 — — Weighted-average common shares outstanding, diluted 166,219 160,025 146,349 Net loss per common share, basic $ (3.80 ) $ (1.07 ) $ (0.92 ) Net loss per common share, diluted $ (3.81 ) $ (1.07 ) $ (0.92 ) In addition to the equity instruments included in the table above, the table below presents potential shares of common stock that were excluded from the computation as they were anti-dilutive using the treasury stock method (in thousands): Years Ended December 31, 2016 2015 2014 Options to purchase common stock 8,856 10,323 11,477 Common stock issuable under the 2017 Notes 1,105 1,544 1,992 Common stock issuable under the 2018 and 2020 Notes 7,966 7,966 7,966 Unvested restricted stock units 2,618 1,743 1,244 Common stock potentially issuable for ESPP purchases 246 316 351 Common stock held by the NQDC — 243 224 Total number of potentially issuable shares 20,791 22,135 23,254 The effect of the Company ’ ’ ’ |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (15) INCOME TAXES The provision for (benefit from) income taxes is based on loss before income taxes as follows: Years Ended December 31, 2016 2015 2014 U.S. Source $ 10,696 $ 182,215 $ 49,411 Non-U.S. Source (841,746 ) (336,939 ) (174,279 ) Loss before income taxes $ (831,050 ) $ (154,724 ) $ (124,868 ) The U.S. and foreign components of the provision for (benefit from) income taxes are as follows: Years Ended December 31, 2016 2015 2014 Provision for current income tax expense: Federal $ 22,239 $ 84,743 $ 28,093 State and local 1,418 5,323 3,011 Foreign 3,557 3,836 3,614 27,214 93,902 34,718 Provision for (benefit from) deferred income tax expense: Federal (78,428 ) (17,741 ) (20,367 ) State and local (6,012 ) (8,770 ) (4,982 ) Foreign (143,614 ) (50,316 ) (268 ) (228,054 ) (76,827 ) (25,617 ) Provision for (benefit from) income taxes $ (200,840 ) $ 17,075 $ 9,101 For the year ended December 31, 2016, the Company’s Dutch operations had a GAAP loss of $539.2 million, which included the impairment of the Kyndrisa IPR&D assets and a resulting deferred tax benefit of $143.5 million associated with the reversal of the deferred tax liability of such IPR&D assets. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate expressed as a percentage of loss before income taxes: Years Ended December 31, 2016 2015 2014 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local taxes 0.4 % (2.2 )% (1.6 )% Orphan Drug & General Business Credit 7.5 % 34.8 % 29.3 % Stock compensation expense 4.6 % (2.8 )% (2.4 )% Changes in the fair value of contingent acquisition consideration payable 0.9 % 0.2 % (3.6 )% Subpart F income — % (8.4 )% (9.2 )% Foreign tax rate differential (18.6 )% (46.2 )% (51.5 )% Section 162(m) limitation (5.4 )% (1.3 )% (1.7 )% Other 0.3 % (1.6 )% (1.9 )% Valuation allowance/deferred benefit (0.5 )% (18.5 )% 0.3 % Effective income tax rate 24.2 % (11.0 )% (7.3 )% The significant components of the Company’s net deferred tax assets are as follows: December 31, 2016 2015 Net deferred tax assets: Net operating loss carryforwards $ 49,787 $ 44,942 Tax credit carryforwards 352,535 143,987 Accrued expenses, reserves, and prepaids 77,904 79,029 Intangible assets 26,751 16,177 Stock-based compensation 47,713 49,322 Inventory 15,581 18,942 Impairment 5,017 5,005 Other 1,415 1,155 Valuation allowance (73,037 ) (67,708 ) Total deferred tax assets 503,666 290,851 Joint venture basis difference (1,714 ) (1,888 ) Acquired intangibles (8,773 ) (162,689 ) Convertible notes discount (24,394 ) (32,162 ) Property, plant and equipment (22,103 ) (13,192 ) Unrealized (gains) losses 104 (4,256 ) Total deferred tax liabilities (56,880 ) (214,187 ) Net deferred tax assets $ 446,786 $ 76,664 The increase to the tax credit carryforwards was primarily attributed to the adoption of ASU 2016-09 in 2016. See Note 4 to these Consolidated Financial Statements for additional discussion related to the adoption of ASU 2016-09. The decrease in the acquired intangibles was primarily attributed to the reversal of the deferred tax liability for impairment of the Kyndrisa IPR&D. See Note 7 to these Consolidated Financial Statements for additional discussion related to the impairment of the Kyndrisa IPR&D assets. As of December 31, 2016, the Company had federal net operating loss carryforwards of $18.9 million, state net operating loss carryforwards of $174.7 million and Dutch net operating loss carryforwards of $125.1 million. The Company also had federal R&D and orphan drug credit carryforwards of $377.4 million and state research credit carryovers of $71.7 million. The federal net operating loss carryforwards will expire at various dates beginning in 2028 through 2033 if not utilized. The federal credit carryforward will expire at various dates beginning in 2024 through 2036 if not utilized. The state net operating loss carryforwards will expire at various dates beginning in 2017 through 2036 if not utilized. The Dutch net operating loss carryforwards will expire at various dates beginning in 2017 through 2025 if not utilized. Certain state research credit carryovers will begin to expire in 2019 if not utilized, with others carrying forward indefinitely. The Company’s net operating losses and credits could be subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382 and similar state provisions. An annual limitation could result in the expiration of net operating losses and tax credit carryforward before utilization. There are limitations on the tax attributes of acquired entities however, the Company does not believe the limitations will have a material impact on the utilization of the net operating losses or tax credits. In 2016, the valuation allowance increased by $5.3 million primarily due to California net operating losses that may not be realized. The financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2016 is as follows: December 31, 2016 2015 Balance at beginning of period $ 86,731 $ 71,663 Additions based on tax positions related to the current year 15,982 13,614 Additions for tax positions of prior years 497 1,454 Balance at end of period $ 103,210 $ 86,731 Included in the balance of unrecognized tax benefits at December 31, 2016 are potential benefits of $103.2 million that, if recognized, would affect the effective tax rate. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items in the income tax expense. The total amount of accrued interest and penalties was not significant as of December 31, 2016. The Company files income tax returns in the U.S. and various foreign jurisdictions. The U.S. and foreign jurisdictions have statute of limitations ranging from three to five years. However, carryforward tax attributes that were generated in 2013 and earlier may still be adjusted upon examination by tax authorities. Currently, the Company is under audit by the Internal Revenue Service for the years 2012 through 2014 and various states for similar periods. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This excess totaled approximately $3.9 million as of December 31, 2016, which will be indefinitely reinvested; deferred income taxes have not been provided on such foreign earnings. |
EQUITY COMPENSATION PLANS
EQUITY COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
EQUITY COMPENSATION PLANS | (16) EQUITY COMPENSATION PLANS Share Incentive Plan The 2006 Share Incentive Plan, which replaced the Company’s previous stock option plans (the 1997 Stock Plan and the 1998 Directors Options Plan), provides for grants of options to employees to purchase common stock at the fair market value of such shares on the grant date, as well as other forms of equity compensation. During the year ended December 31, 2016, awards issued under the 2006 Share Incentive Plan include both stock options and RSUs. Stock option awards granted to employees generally vest over a four-year period on a cliff basis six months after the grant date and then monthly thereafter. The term of the outstanding options is generally ten years. RSUs granted to employees generally vest annually over a straight-line four-year period after the grant date. RSUs granted to directors generally vest in full one year after the grant date. As of December 31, 2016, options to purchase approximately 8.9 million shares were outstanding under the Company’s stock option plans. As of December 31, 2016, an aggregate of approximately 41.5 million shares were authorized and 24.3 million shares were authorized for future issuance under the Share Incentive Plan. Employee Stock Purchase Plan Under BioMarin’s ESPP, which was initially approved in June 2006, replacing the Company’s previous plan, and was further amended on March 5, 2014, employees meeting specific employment qualifications are eligible to participate and can purchase shares on established dates (each purchase date) semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement of the offering period or each purchase date of the offering period. Each offering period will span up to two years. The ESPP permits eligible employees to purchase common stock through payroll deductions for up to 10% of qualified compensation, up to an annual limit of $25,000. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During the year ended December 31, 2016, the Company issued 0.2 million shares under the ESPP. As of December 31, 2016, there were approximately 3.5 million shares were authorized and 0.8 million shares reserved for future issuance under the ESPP. Board of Director Grants The Board of Directors have approved the following awards to directors under the 2006 Share Incentive Plan. Each Independent Director is automatically granted an initial equity grant valued at $550,000, based on the Black-Scholes model valuation using a three-month trailing average closing price of the Company’s common stock, with such valuation allocated 40% to RSUs and 60% to options to purchase shares of the Company’s common stock on the date that such person first becomes an Independent Director. The shares of common stock subject to the initial grant vest quarterly over three years and the initial RSU grant vest annually over three years. On the date of the Company’s annual meeting of shareholders, each re-elected Independent Director is granted an additional equity grant valued at $375,000, based on the Black-Scholes model valuation using a three-month trailing average closing price of the Company’s common stock, with such valuation allocated 50% to RSUs and 50% to options. The shares of common stock subject to the annual option grant vest quarterly over one year and the additional annual RSUs vest in full on the one-year anniversary of the grant date. The additional option grant or RSU grant for a director that has served for less than a year is prorated to the nearest quarter. These options and RSUs continue to vest only while the director serves on the Board. The exercise price per share of each of these options is 100% of the fair market value of a share of the Company’s common stock on the date of the grant. These options have a term of 10 years. Shares Available Under Equity Compensation Plans At December 31, 2016, an aggregate of approximately 27.2 million unissued shares was authorized for future issuance under the Company’s stock plans, which includes shares issuable under the 2006 Share Incentive Plan, the ESPP and the Company’s expired plans. Under the 2006 Share Incentive Plan, awards that expire or are cancelled generally become available for future issuance under the respective plan. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK-BASED COMPENSATION | (17) STOCK-BASED COMPENSATION The following table summarizes activity under the Company’s stock option plans, including the 2012 and 2014 Inducement Plans and those suspended upon the adoption of the 2006 Share Incentive Plan, for the year ended December 31, 2016. All option grants presented in the table had exercise prices not less than the fair value of the underlying common stock on the grant date: Shares Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic Value (1) Options outstanding as of December 31, 2015 10,322,903 $ 44.50 5.6 $ 630,949 Granted 847,450 $ 84.31 Exercised (2,129,090 ) $ 29.23 Expired and forfeited (185,055 ) $ 84.78 Options outstanding as of December 31, 2016 8,856,208 $ 51.13 5.4 $ 304,356 Options expected to vest at December 31, 2016 1,753,013 $ 84.38 8.3 $ 10,707 Exercisable at December 31, 2016 7,103,016 $ 42.92 4.6 $ 293,646 (1) The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $82.84, the closing price of the Company’s common stock on December 31, 2016. The weighted-average fair value per option granted in the years ended December 31, 2016, 2015 and 2014 were $40.70, $56.76 and $30.93, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $127.4 million, $146.6 million and $130.1 million, respectively. The aggregate intrinsic value of options exercised was determined as of the date of option exercise. Upon the exercise of the options, the Company issues new common stock from its authorized shares. There were 7.4 million options that were in-the-money at December 31, 2016. Determining the Fair Value of Stock Options and Stock Purchase Rights The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model and the assumptions noted in the tables below. The expected life of options is based on observed historical exercise patterns. Groups of employees that have similar historical exercise patterns were considered separately for valuation purposes. The Company has identified two groups with distinctly different exercise patterns. The two groups identified are executive and non-executive employees. The executive employee group has a history of holding options for longer periods than non-executive employees. The expected volatility of stock options is based upon the weighted average of the historical volatility of the Company’s common stock and the implied volatility of traded options on the Company’s common stock for fiscal periods in which there is sufficient trading volume in options on the Company’s common stock. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future. Effective January 1, 2016, forfeitures were accounted for as they occurred. The assumptions used to estimate the per share fair value of stock options granted during the periods presented were as follows: Years Ended December 31, 2016 2015 2014 Expected volatility 36 – 44% 36 – 45% 44 – 45% Dividend yield 0.00% 0.00% 0.00% Expected life 5.0 - 8.1 years 6.4 - 8.0 years 6.9 years Risk-free interest rate 1.1 – 2.3% 1.5 – 2.2% 1.8 – 2.3% The Company recorded $45.5 million, $41.5 million and $41.1 million of compensation costs related to current period vesting of stock options for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the total unrecognized compensation cost related to unvested stock options was $63.4 million. These costs are expected to be recognized over a weighted average period of 2.4 years. The assumptions used to estimate the per share fair value of stock purchase rights granted under the ESPP were as follows: Years Ended December 31, 2016 2015 2014 Expected volatility 42 - 50% 36 - 38% 38 - 39% Dividend yield 0.00% 0.00% 0.00% Expected life 6-24 months 6-24 months 6-24 months Risk-free interest rate 0.4 - 0.8% 0.1- 0.8% 0.1- 0.5% The Company recorded $10.1 million, $7.1 million and $4.8 million of compensation costs related to shares granted under the ESPP for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $13.8 million of total unrecognized compensation cost related to unvested stock options issuable under the ESPP. These costs are expected to be recognized over a weighted average period of 1.8 years. Restricted Stock Unit Awards with Service-Based Vesting Conditions RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The Company expenses the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs at the date of grant, ratably over the period during which the vesting restrictions lapse. A summary of RSU activity under the plan for the year ended December 31, 2016 as follows: Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years Aggregate Intrinsic Value Non-vested units as of December 31, 2015 2,147,209 $ 93.89 2.8 $ 224,942 Granted 1,321,224 $ 84.18 Vested (751,203 ) $ 80.42 Forfeited (272,264 ) $ 94.52 Non-vested units as of December 31, 2016 2,444,966 $ 92.70 1.4 $ 202,541 Non-vested units expected to vest at December 31, 2016 2,444,966 $ 92.70 $ 202,541 The weighted-average grant date fair value per share of RSUs granted during the years ended December 31, 2016, 2015 and 2014, was $84.18, $119.86 and $64.37, respectively. The total intrinsic value of restricted stock that vested and was released in the years ended December 31, 2016, 2015 and 2014 was $63.5 million, $59.5 million and $22.9 million, respectively. The Company recorded $74.7 million, $47.9 million and $21.3 million of compensation costs related to RSUs with service-based vesting conditions for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $168.5 million of total unrecognized compensation cost related to unvested RSUs with service-based vesting conditions. These costs are expected to be recognized over a weighted average period of 2.6 years. Restricted Stock Unit Awards with Performance and Market-Based Vesting Conditions During 2012 and 2011, pursuant to the approval of the Board, the Company granted 860,000 RSU awards with performance and market-based vesting conditions (the 2011/2012 Base RSUs) under the 2006 Share Incentive Plan and the 2012 Inducement Plan to certain executive officers. The 2011/2012 Base RSUs had a weighted-average grant date fair value of $34.66 and vested on February 29, 2016, based upon the achievement of the Vimizim approval and the 2015 revenue goal. The number of Base RSUs earned was 799,800 shares, which were issued on February 29, 2016. Stock-based compensation expense for this award was recognized over the remaining service period beginning in the period the Company determined the achievement of the strategic performance goal or goals were probable. For the years ended December 31, 2016, 2015 and 2014, the Company recorded $1.1 million, $5.8 million and $12.9 million, respectively, of compensation expense related to performance awards. Restricted Stock Unit Awards with Performance Conditions On March 15, 2016, pursuant to Board approval, the Company granted 130,310 RSU awards with performance-vesting conditions (the 2016 Base RSUs) under the 2006 Share Incentive Plan to certain executive officers. The vesting of the 2016 Base RSUs under this specific grant is contingent upon the achievement of a 2016 revenue target and a three-year service period. The number of RSUs awarded from the 2016 Base RSUs is determined based on the Company’s performance against the revenue target which could range between 80% and 120%. Based on the Company’s performance against the revenue target, the Company applied a multiplier of 103% will issue 134,219 shares on the first anniversary from the date of grant. Stock-based compensation for these awards is recognized over the service period beginning in the period that the Company determined it is probable that the revenue target will be achieved. The cost of the 2016 Base RSUs was determined to be $83.43 per RSU, based on the fair value of the common stock underlying the 2016 Base RSUs on the grant date. The Company recognized approximately $3.0 million of compensation expense related to these awards during the year ended December 31, 2016. On March 3, 2015, pursuant to Board approval, the Company granted 58,300 RSU awards with performance-vesting conditions (the 2015 Base RSUs) under the 2006 Share Incentive Plan to certain executive officers. The vesting of the 2015 Base RSUs under this specific grant is contingent upon the achievement of a 2015 revenue target and a three-year service period. The number of RSUs awarded from the 2015 Base RSUs is determined based on the Company’s performance against the revenue target which could range between 80% to 120%. Based on the Company’s performance against the revenue target, the Company applied a multiplier of 111% and issued 64,713 shares was issued on the first anniversary from the date of grant. Stock-based compensation for these awards is recognized over the service period beginning in the period that the Company determined it is probable that the revenue target will be achieved. The cost of the 2015 Base RSUs was determined to be $108.36 per RSU, based on the fair value of the common stock underlying the 2015 Base RSUs on the grant date. The Company recognized approximately $2.3 million and $1.8 million of compensation expense related to these awards during the year ended December 31, 2016 and 2015, respectively. As of December 31, 2016, total unrecognized compensation costs of $11.0 million related to RSU awards with performance-vesting conditions are expected to be recognized over a weighted average period of 2.0 years. Compensation expense included in the Company’s Consolidated Statements of Operations for all stock-based compensation arrangements was as follows: Years Ended December 31, 2016 2015 2014 Cost of sales $ 9,121 $ 6,836 $ 6,076 Research and development 58,279 49,399 33,835 Selling, general and administrative 67,241 55,290 46,499 Total stock-based compensation expense $ 134,641 $ 111,525 $ 86,410 Stock-based compensation of $11.4 million, $11.1 million and $8.2 million was capitalized into inventory, for the years ended December 31, 2016, 2015 and 2014, respectively. Capitalized stock-based compensation is recognized as cost of sales when the related product is sold. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME | (18) COMPREHENSIVE INCOME The following table summarizes amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) and their effect on the Company’s Consolidated Statements of Operations for the years ended December 31, 2016 and 2015. Amount Reclassified from AOCI (Gain) Loss Years Ended December 31, Consolidated Statement of Details about AOCI Components 2016 2015 Operations Classification Gains on cash flow hedges: Forward foreign currency exchange contracts $ 6,112 $ 17,715 Net product revenues Forward foreign currency exchange contracts 4,161 1,889 Selling, general and administrative Total gain on cash flow hedges 10,273 19,604 Other-than-temporary impairment on available-for-sale securities — (1,160 ) Other income (expense) Gain (loss) on sale of available-for-sale securities (115 ) 3,033 Other income (expense) Total gain (loss) on available-for-sale securities (115 ) 1,873 Less income tax effect of the above 42 681 Provision for (benefit from) income taxes $ 10,116 $ 20,796 Net loss The following table summarizes changes in the accumulated balances for each component of other comprehensive loss, including current period reclassifications out of AOCI and other amounts of current-period other comprehensive income, for the years ended December 31, 2016 and 2015. Year Ended December 31, 2016 Gains and Losses on Cash Flow Hedges Unrealized Gains on Available-for-Sale Securities Foreign Currency Items Total AOCI balance at December 31, 2015 13,602 7,441 (10 ) 21,033 Other comprehensive income (loss) before reclassifications 9,677 (12,104 ) (2 ) (2,429 ) Less net gain (loss) reclassified from AOCI 10,273 (115 ) 10,158 Tax effect — 4,370 — 4,370 Net current-period other comprehensive loss (596 ) (7,619 ) (2 ) (8,217 ) AOCI balance at December 31, 2016 $ 13,006 $ (178 ) $ (12 ) $ 12,816 Year Ended December 31, 2015 Gains and Losses on Cash Flow Hedges Unrealized Gains on Available-for-Sale Securities Foreign Currency Items Total AOCI balance at December 31, 2014 15,906 11,511 49 27,466 Other comprehensive income (loss) before reclassifications 17,300 (4,459 ) (59 ) 12,782 Less gain reclassified from AOCI 19,604 1,873 — 21,477 Tax effect — 2,262 — 2,262 Net current-period other comprehensive loss (2,304 ) (4,070 ) (59 ) (6,433 ) AOCI balance at December 31, 2015 13,602 7,441 (10 ) 21,033 |
REVENUE AND CREDIT CONCENTRATIO
REVENUE AND CREDIT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Risks And Uncertainties [Abstract] | |
REVENUE AND CREDIT CONCENTRATIONS | (19) REVENUE AND CREDIT CONCENTRATIONS Net Product Revenue - The Company considers there to be revenue concentration risks for regions where net product revenue exceeds 10% of consolidated net product revenue. The concentration of the Company’s net product revenue within the regions below may have a material adverse effect on the Company’s revenue and results of operations if sales in the respective regions experience difficulties . The table below summarizes consolidated net product revenue concentrations based on patient location for Vimizim, Naglazyme, Kuvan and Firdapse which are sold directly by the Company and global sales of Aldurazyme which is marketed by Genzyme. Genzyme is the Company’s sole customer for Aldurazyme and is responsible for marketing and selling Aldurazyme to third-parties. Years Ended December 31, 2016 2015 2014 Region: United States 37 % 39 % 37 % Europe 23 % 19 % 18 % Latin America 13 % 16 % 16 % Rest of world 19 % 15 % 15 % Total net product revenues marketed by the Company 92 % 89 % 86 % Aldurazyme net product revenues marketed by Genzyme 8 % 11 % 14 % Total net product revenue 100 % 100 % 100 % The following table illustrates the percentage of the Company’s consolidated net product revenues attributed to the Company’s largest customers. For the Years Ended December 31, 2016 2015 2014 Customer A 19 % 15 % 15 % Customer B 13 % 13 % 11 % Customer C 10 % — — Customer D 8 % 11 % 14 % Customer E 6 % 10 % 12 % Total 56 % 49 % 52 % On a consolidated basis, the Company’s two largest customers accounted for 26% and 20% of the December 31, 2016 accounts receivable balance, respectively, compared to December 31, 2015 when the two largest customers accounted for 37% and 18% of the accounts receivable balance, respectively. As of December 31, 2016 and 2015, accounts receivable balance for Genzyme included $30.7 million and $36.1 million, respectively, of unbilled accounts receivable related to net incremental Aldurazyme product transfers to Genzyme. The Company does not require collateral from its customers, but does perform periodic credit evaluations of its customers’ financial condition and requires immediate payment in certain circumstances. The Company is subject to credit risk from accounts receivable related to product sales. The majority of the Company’s trade accounts receivable arises from product sales in the U.S. and the European Union (the EU). The Company’s product sales to government-owned or government-funded customers in certain European countries, including Greece, Italy, Portugal, Spain and Russia, are subject to payment terms that are statutorily determined. Because these customers are government-owned or government-funded, the Company may be impacted by declines in sovereign credit ratings or sovereign defaults in these countries. A significant or further decline in sovereign credit ratings or a default in these countries may decrease the likelihood that the Company will collect accounts receivable or may increase the discount rates and the length of time until receivables are collected, which could result in a negative impact to the Company’s operating results. In the year ended December 31, 2016, the Company’s net product revenues for these countries was 6%. Additionally, approximately 11% of the Company’s outstanding accounts receivable at December 31, 2016 related to such countries. As of December 31, 2016, the Company’s accounts receivable in certain European countries, specifically Greece, Italy, Portugal, Spain and Russia, totaled approximately $23.5 million, of which $1.6 million were greater than 90 days past due. The Company also sells its products in other countries that face economic crises and local currency devaluation. Although the Company has historically collected receivables from customers in those countries, sustained weakness or further deterioration of the local economies and currencies may cause customers in those countries to be unable to pay for the Company’s products. The Company has not historically experienced a significant level of uncollected receivables and has received continued payments from its more aged accounts. The Company believes that the allowances for doubtful accounts related to these countries is adequate based on its analysis of the specific business circumstances and expectations of collection for each of the underlying accounts in these countries. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | (20) SEGMENT INFORMATION The Company operates in one business segment, which primarily focuses on the development and commercialization of innovative therapies for people with serious and life threatening rare diseases and medical conditions. All products are included in one segment because the majority of the Company’s products have similar economic and other characteristics, including the nature of the products and production processes, type of customers, distribution methods and regulatory environment. Years Ended December 31, 2016 2015 2014 Net product revenues by product: Aldurazyme $ 93,749 $ 97,912 $ 105,616 Kuvan 348,009 239,336 202,987 Naglazyme 296,537 303,090 334,447 Vimizim 354,058 228,147 77,319 Firdapse 18,028 16,037 18,047 Total net product revenues $ 1,110,381 $ 884,522 $ 738,416 The following table summarizes total revenues from external customers and collaborative partners by geographic region. Net product revenues by geographic region are based on patient location for the Company’s commercial products, except for Aldurazyme, which is based on the location of Genzyme’s headquarters. Although Genzyme sells Aldurazyme worldwide, the revenues earned by the Company based on Genzyme’s net sales are included in the U.S. region, as the transactions are with Genzyme whose headquarters are located in the U.S. Years Ended December 31, 2016 2015 2014 Total revenues by geographic region: United States $ 507,539 $ 444,075 $ 383,770 Europe 252,633 171,216 136,251 Latin America 147,471 142,305 118,562 Rest of world 209,211 132,299 110,701 Total revenues $ 1,116,854 $ 889,895 $ 749,284 The following table summarizes non-monetary long-lived assets by geographic region. Non-monetary long-lived assets primarily consists of property, plant and equipment, intangible assets, goodwill and deferred tax assets. December 31, 2016 2015 Long-lived assets by geography: United States $ 1,183,938 $ 940,512 Europe 812,833 865,233 Rest of world 2,568 2,253 Total long-lived assets $ 1,999,339 $ 1,807,998 |
COLLABORATIVE AGREEMENTS
COLLABORATIVE AGREEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
COLLABORATIVE AGREEMENTS | (21) COLLABORATIVE AGREEMENTS Merck Serono In May 2005, the Company entered into an agreement with Merck Serono for the further development and commercialization of 6R-BH4, both in Kuvan for PKU and for other indications, and pegvaliase (phenylalanine ammonia lyase). Through the agreement and subsequent amendment, Merck Serono acquired exclusive rights to market these products in all territories outside the U.S., Canada and Japan, and the Company retained exclusive rights to market these products in the U.S. and Canada. Through December 31, 2015, the Company and Merck Serono were individually responsible for the costs of commercializing the products within their respective territories, with pay the Company royalties on its net sales of these products. On January 1, 2016, the Merck PKU Business acquisition was completed. As of January 1, 2016, the Company and Merck Serono have no further rights or obligations under the License Agreement with respect to pegvaliase. As of December 31, 2016, the License Agreement, as amended in December 2016, will continue in effect in order for Merck Serono to provide critical transition services for the sales and distribution of Kuvan in four remaining countries until marketing authorizations can be transferred in such countries. See Note 5 to these Consolidated Financial Statements for additional discussion regarding the acquisition. Other Agreements The Company is engaged in R&D collaborations with various other entities. These provide for sponsorship of R&D by the Company and may also provide for exclusive royalty-bearing intellectual property licenses or rights of first negotiation regarding licenses to intellectual property development under the collaborations. Typically, these agreements can be terminated for cause by either party upon 90 days written notice. In September 2007, the Company licensed to Asubio Pharma Co., Ltd. (a subsidiary of Daiichi Sankyo) exclusive rights to data and intellectual property contained in the Kuvan new drug application. The Company receives royalties on net sales of the product in Japan. In October 2012, the Company licensed to Catalyst Pharmaceutical Partners, Inc., (Catalyst) the North American rights to develop and market Firdapse. In consideration of this licensing arrangement, the Company received from Catalyst a $5.0 million convertible promissory note. Under the terms of the note agreement, the Company received 6.7 million shares of Catalyst common stock upon the automatic conversion of the convertible promissory note on December 10, 2012. In exchange for the North American rights to Firdapse the Company may receive royalties of 7% to 10% on net product sales of Firdapse in North America. As of December 31, 2016, there were no amounts due from Catalyst for reimbursable development costs. |
COMPENSATION AGREEMENTS AND PLA
COMPENSATION AGREEMENTS AND PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
COMPENSATION AGREEMENTS AND PLANS | (22) COMPENSATION AGREEMENTS AND PLANS Employment Agreements The Company has entered into employment agreements with certain officers. Generally, these agreements can be terminated without cause by the Company upon prior written notice and payment of specified severance, or by the officer upon four weeks’ prior written notice to the Company. 401(k) Plan The Company sponsors the BioMarin Retirement Savings Plan (the 401(k) Plan). Most employees (Participants) are eligible to participate following the start of their employment, at the beginning of each calendar month. Participants may contribute to the 401(k) Plan up to the lesser of 100% of their current compensation or an amount up to a statutorily prescribed annual limit. The Company pays the direct expenses of the 401(k) Plan and matched 100% of each Participant’s contributions, up to a maximum of the lesser of 6% of the employee’s annual compensation or $12,000 per year ($14,000 per year effective January 1, 2017). The Company’s matching contribution vests over four years from employment commencement and was approximately $16.0 million, $15.1 million and $8.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Employer contributions not vested upon employee termination are forfeited. Deferred Compensation Plan In December 2005, the Company adopted the Deferred Compensation Plan. The Deferred Compensation Plan allows eligible employees, including members of the Board, management and certain highly-compensated employees as designated by the Deferred Compensation Plan’s Administrative Committee, the opportunity to make voluntary deferrals of compensation to specified future dates, retirement or death. Participants are permitted to defer portions of their salary, annual cash bonus and restricted stock. The Company may not make additional direct contributions to the Deferred Compensation Plan on behalf of the participants, without further action by the Board. Deferred compensation is held in trust and generally invested to match the investment benchmarks selected by participants. The recorded cost of any investments will approximate fair value. Company stock issued into the Deferred Compensation Plan is recorded and accounted for similarly to treasury stock in that the value of the employer stock is determined on the date the restricted stock vests and the shares are issued into the Deferred Compensation Plan. The Company stock issued into the Deferred Compensation Plan upon vesting is recorded in stockholders’ equity. As of December 31, 2016 and 2015, the fair value of Company stock held by the Deferred Compensation Plan, was $19.4 million and $25.5 million, respectively, which is included in current and non-current liabilities. The change in market value amounted to a gain of $5.0 million, a gain of $2.5 million and a loss of $4.8 million in the years 2016, 2015 and 2014, respectively. See Note 12 to these Consolidated Financial Statements for additional discussion regarding the fair value of the Deferred Compensation Plan assets and liabilities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (23) COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space and research, testing and manufacturing laboratory space in various facilities under operating agreements expiring at various dates through 2025. Certain of the leases provide for options by the Company to extend the lease for multiple five-year renewal periods and also provide for annual minimum increases in rent, usually based on a consumer price index or annual minimum increases. Minimum lease payments for future years are as follows: 2017 $ 9,051 2018 7,739 2019 4,893 2020 3,391 2021 2,728 Thereafter 6,637 Total $ 34,439 Rent expense for the years ended December 31, 2016, 2015 and 2014 was $11.6 million, $9.3 million and $7.9 million, respectively. Deferred rent accruals at December 31, 2016 totaled $2.4 million, of which $2.0 million was current. Deferred rent accruals at December 31, 2015 totaled $1.7 million, of which $1.2 million was current. Research and Development Funding and Technology Licenses The Company uses experts and laboratories at universities and other institutions to perform certain R&D activities. These amounts are included as R&D expense as services are provided. The Company has also licensed technology, for which it is required to pay royalties upon future sales, subject to certain annual minimums. Other Commitments In the normal course of business, the Company enters into various firm purchase commitments primarily related to active pharmaceutical ingredients and certain inventory related items. As of December 31, 2016, these commitments for the next five years were approximately $45.8 million. The amounts primarily related to active pharmaceutical ingredients represent minimum purchase requirements and post marketing commitments related to the Company’s approved products. Contingencies From time to time the Company is involved in legal actions arising in the normal course of its business. The most significant of these actions are described below. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters could adversely affect the Company, its results of operations, financial condition and cash flows. The Company’s general practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable. Paragraph IV Notice s The Company received a paragraph IV notice letter, dated January 22, 2015, from Par Pharmaceutical, Inc. (Par), notifying it that Par had filed an abbreviated new drug application (ANDA) seeking approval of a proposed generic version of Kuvan (sapropterin dihydrochloride) 100 mg oral tablets prior to the expiration of the Company’s patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the Orange Book). Together with Merck & Cie, on March 6, 2015, the Company filed a lawsuit against Par in the U.S. District Court for the District of New Jersey alleging infringement of its patents relating to Kuvan tablets and seeking an injunction to prevent Par from introducing a generic version of Kuvan tablets that would infringe its patents prior to their expiration. The filing of that lawsuit triggered the automatic 30-month stay on the approval of Par’s ANDA in accordance with the Hatch-Waxman Act, which expires in July 2017. In response, Par alleged, inter alia, that the asserted patents are not infringed and/or are invalid. The Company also received a paragraph IV notice letter, dated January 14, 2016, from Par, notifying it that Par has filed a separate ANDA seeking approval of a proposed generic version of Kuvan 100 mg oral powder prior to the expiration of the Company’s patents listed in the FDA's Orange Book. On February 22, 2016, the Company filed a lawsuit against Par in the U.S. District Court for the District of New Jersey alleging infringement of its patents relating to Kuvan powder and seeking an injunction to prevent Par from introducing a generic version of Kuvan powder that would infringe its patents prior to their expiration. The filing of that lawsuit triggered the automatic 30-month stay on the approval of Par’s ANDA in accordance with the Hatch-Waxman Act, which expires in July 2018. In response, Par alleged, inter alia, that the asserted patents are not infringed and/or are invalid. The two cases against Par have been consolidated in the District of New Jersey for all purposes, including pretrial and trial. The Court held a claim construction hearing on May 5, 2016 but has not yet issued its ruling. Fact discovery closed on September 22, 2016, and expert discovery closes on March 31, 2017. No trial date has been set, but the Court has indicated that trial is likely to occur in May or June 2017. The Company also received a paragraph IV notice letter, dated December 23, 2016, from Dr. Reddy’s Laboratories, Inc. and Dr. Reddy’s Laboratories, Ltd. (DRL), notifying it that DRL has filed a separate ANDA seeking approval of a proposed generic version of Kuvan 100 mg oral powder prior to the expiration of the Company’s patents listed in the FDA's Orange Book. On February 6, 2017, the Company filed a lawsuit against DRL in the U.S. District Court for the District of New Jersey alleging infringement of its patents relating to Kuvan powder and seeking an injunction to prevent DRL from introducing a generic version of Kuvan powder that would infringe the Company’s patents prior to their expiration. The filing of that lawsuit triggered the automatic 30-month stay on the approval of DRL’s ANDA in accordance with the Hatch-Waxman Act, which expires in June 2019. DRL has not yet answered the complaint, and no schedule has been set by the Court to date. SEC Subpoena In August 2016, the Company received a subpoena from the staff of the SEC requesting that the Company produce documents in connection with a non-public, fact-finding inquiry related to its former drisapersen program. The letter enclosing the subpoena states that the investigation and the subpoena do not mean that the Company or anyone else has broken the law, or that the SEC has a negative opinion of any person, entity or security. The Company intends to cooperate fully with the SEC in this matter. The Company is not able to predict whether any proceeding may be instituted in connection with the subpoena, or the outcome of any proceeding that may be instituted. Contingent Payments As of December 31, 2016, the Company is also subject to contingent payments totaling approximately $576.5 million upon achievement of development and regulatory activities and commercial sales and licensing milestones if they occur before certain dates in the future. Of this amount, $194.3 million (or € As of December 31, 2016, the Company has recorded $161.6 million of contingent acquisition consideration payable on its Consolidated Balance Sheets in Short-term and Long-term Contingent Acquisition Consideration Payable, of which $46.3 million is expected to be paid in the next twelve months. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the accounts of BioMarin and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated. Management performed an evaluation of the Company’s activities through the date of filing of this Annual Report on Form 10-K, and has concluded that there are no subsequent events. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash And Cash Equivalents | Cash and Cash Equivalents The Company treats liquid investments with original maturities of three months or less when purchased as cash and cash equivalents. |
Investments | Investments The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such designations at each balance sheet date. All of the Company’s securities are classified as available-for-sale and reported in short-term investments, long-term investments or other assets. Available-for-sale investments are recorded at fair market value, with unrealized gains or losses included in Accumulated Other Comprehensive Income on the Company’s Consolidated Balance Sheets, exclusive of other-than-temporary impairment losses, if any. Investments consist of corporate securities, commercial paper, U.S. federal government agency securities and certificates of deposit. |
Inventory | Inventory The Company values inventory at the lower of cost and net realizable value and determines the cost of inventory using the average-cost method. Inventories consist of currently marketed products and may contain certain products awaiting regulatory approval. The Company analyzes its inventory levels quarterly and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Expired inventory is disposed of and the related costs are recognized as Cost of Sales in the Company’s Consolidated Statements of Operations. |
Property, Plant And Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost net of accumulated depreciation. Depreciation is computed using the straight-line method over the related estimated useful lives as presented in the table below. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Property and equipment purchased for specific R&D projects with no alternative uses are expensed as incurred. Leasehold improvements Shorter of life of asset or lease term Building and improvements Lesser of useful life of the asset or remaining life of the building Manufacturing and laboratory equipment 5 to 15 years Computer hardware and software 3 to 8 years Office furniture and equipment 5 years Vehicles 5 years Land improvements 10 years Land Not applicable Construction-in-progress Not applicable Certain of the Company’s operating lease agreements include scheduled rent escalations over the lease term, as well as tenant improvement allowances. Scheduled increases in rent expense are recognized on a straight-line basis over the lease term. The difference between rent expense and rent paid is recorded as deferred rent and included in other liabilities in the accompanying Consolidated Balance Sheets. The tenant improvement allowances and free rent periods are recognized as a reduction of rent expense over the lease term on a straight-line basis. |
Impairment Of Long-Lived Assets | Impairment of Long-Lived Assets The Company records goodwill in a business combination when the total consideration exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized but subject to an annual impairment analysis. Intangible assets with finite lives are amortized over their estimated useful lives on a straight-line basis. The Company performs its annual impairment review of goodwill and indefinite lived intangibles during the fourth quarter and whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that the full carrying amount of an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset exceeds its fair value. During the fourth quarter of 2016, the Company performed its annual impairment review and determined no impairments of goodwill existed and, other than the impairments recognized in the second quarter of 2016, there were no additional impairments of intangible assets at December 31, 2016. See Note 7 to these Consolidated Financial Statements for further details on impairments to intangible assets. The Company tests finite-lived intangible assets for impairment when facts or circumstances suggest that the carrying value of the asset may not be recoverable. If the carrying value exceeds the projected undiscounted pre-tax cash flows of the intangible asset, an impairment loss equal to the excess of the carrying value over the estimated fair value (discounted after-tax cash flows) is recognized. The recoverability of the carrying value of the Company’s buildings, leasehold improvements for its facilities and equipment depends on the successful execution of the Company’s business initiatives and its ability to earn sufficient returns on approved products and product candidates. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of its fixed assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed or determinable and collection from the customer is reasonably assured. Net Product Revenues —The Company recognizes revenues from product sales when title and risk of loss have passed to the customer, which typically occurs upon delivery. Product sales transactions are evidenced by customer purchase orders, customer contracts, invoices and/or the related shipping documents. Amounts collected from customers and remitted to governmental authorities, which primarily consists of value-added taxes related to product sales in foreign jurisdictions, are presented on a net basis in the Company’s Consolidated Statements of Operations, in that taxes billed to customers are not included as a component of net product revenues. In the U.S., the Company’s commercial products are generally sold to specialty pharmacies or end-users, such as hospitals, which act as retailers. Through December 31, 2015, the Company also sold Kuvan to Ares Trading S.A. (Merck Serono) at a price near its manufacturing cost, and Merck Serono resold the product to end users outside the U.S., Canada and Japan. The royalty earned from Kuvan product sold by Merck Serono in the EU was included as a component of net product revenues in the period earned. Outside the U.S., the Company’s commercial products were sold to its authorized distributors or directly to government purchasers or hospitals, which act as the end-users. The Company receives a payment ranging from . The Company records reserves for rebates payable under Medicaid and other government programs as a reduction of revenue at the time product revenues are recorded. The Company’s reserve calculations require estimates, including estimates of customer mix, to determine which sales will be subject to rebates and the amount of such rebates. The Company updates its estimates and assumptions on a quarterly basis and records any necessary adjustments to its reserves. The Company records fees paid to distributors and cash discounts as a reduction of revenue. The Company records allowances for product returns, if appropriate, as a reduction of revenue at the time product sales are recorded. Several factors are considered in determining whether an allowance for product returns is required, including market exclusivity of the products based on their orphan drug status, the patient population, the customers’ limited return rights and the Company’s experience with returns. Because of the pricing of the Company’s commercial products, the limited number of patients and the customers’ limited return rights, most customers and retailers carry a limited inventory. However, certain international customers, usually government entities, tend to purchase larger quantities of product less frequently. Although such buying patterns may result in revenue fluctuations from quarter to quarter, the Company has not experienced any increased product returns or risk of product returns. The Company relies on historical return rates to estimate returns. Genzyme’s contractual return rights for Aldurazyme are limited to defective product. Based on these factors and the fact that the Company has not experienced significant product returns to date, management has concluded that product returns will be minimal. In the future, if any of these factors and/or the history of product returns change, an allowance for product returns may be required. Royalty and Other Revenues— Royalty and other revenues includes royalties on net sales of products with which the Company has no direct involvement, collaborative agreement revenues and rental income. Royalty revenue is recognized as earned in accordance with the contract terms at the time the royalty amount is fixed or determinable based on information received from the licensees and sublicensees and at the time collectibility is reasonably assured. Collaborative agreement revenues includes both license revenue and contract research revenue. Activities under collaborative agreements are evaluated to determine if they represent a multiple element revenue arrangement. The Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative estimated selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. Rental income associated with the tenants in the San Rafael Corporate Center (SRCC) is recognized on a straight-line basis over the term of the respective lease . Revenue from non-refundable up-front license fees and milestone payments, such as under a development collaboration or an obligation to supply product, is recognized as performance occurs and the Company’s obligations are completed. In accordance with the specific terms of the Company’s obligations under these arrangements, revenue is recognized as the obligation is fulfilled or ratably over the development or manufacturing period. Revenue associated with substantive at-risk milestones is recognized based upon the achievement of the milestones set forth in the respective agreements. Advance payments received in excess of amounts earned are classified as deferred revenue on the Company’s Consolidated Balance Sheets. |
Research and Development | Research and Development R&D expenses include expenses associated with contract R&D provided by third-parties, most product manufacturing prior to regulatory approval, clinical and regulatory costs, and internal R&D costs. In instances where the Company enters into agreements with third-parties for R&D activities, costs are expensed upon the earlier of when non-refundable amounts are due or as services are performed unless there is an alternative future use of the funds in other R&D projects. Amounts due under such arrangements may be either fixed fee or fee for service and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. The Company accrues costs for clinical trial activities based upon the services received and estimates of related expenses incurred that have yet to be invoiced by the vendors that perform the activities. |
Convertible Debt Transactions | Convertible Debt Transactions The Company separately accounts for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option, or equity component, in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. The Company recognizes the accretion of the resulting discount using the effective interest method as part of Interest Expense in its Consolidated Statements of Operations. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if their effect is anti-dilutive. See Note 14 to these Consolidated Financial Statements for further details. |
Stock-Based Compensation | Stock-Based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options and the Company’s ESPP awards. The determination of the fair value of stock-based payment awards using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for each award. The Company uses a lattice model with a Monte Carlo simulation to value restricted stock unit awards with performance and market conditions. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, risk-free rates of return, expected dividend yield and estimated total shareholder return. In the fourth quarter of 2016, the Company elected to early adopt Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB), which among other items, provides an accounting policy election to account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures. The Company elected to account for forfeitures as they occur. See Note 4 to these Consolidated Financial Statements for further information on the impact of adoption. If factors change and different assumptions are employed in determining the fair value of stock-based awards, the stock-based compensation expense recorded in future periods may differ significantly from what was recorded in the current period. See Note 17 to these Consolidated Financial Statements for further information. |
Nonqualified Deferred Compensation Plan | Nonqualified Deferred Compensation Plan The Company’s NQDC Plan allows eligible employees, including members of the Company’s Board of Directors (the Board), management and certain highly-compensated employees as designated by the NQDC Plan’s administrative committee, to make voluntary deferrals of compensation to specified dates, retirement or death. Participants are permitted to defer portions of their salary, annual cash bonus and restricted stock. The Company is not allowed to make additional direct contributions to the NQDC Plan on behalf of the participants without further action by the Board. All of the investments held in the NQDC Plan are classified as trading securities and recorded at fair value with changes in the investments’ fair values recognized as earnings in the period they occur. Company stock issued and held by the NQDC Plan is accounted for similarly to treasury stock in that the value of the employer stock is determined on the date the restricted stock vests and the shares are issued into the NQDC Plan. The restricted stock issued into the NQDC Plan is recorded as stockholders’ equity and changes in the fair value of the corresponding liability are recognized in earnings as incurred. The corresponding liabilities for the NQDC Plan are included in Accounts Payable and Accrued Liabilities and Other Long-Term Liabilities in the Company’s Consolidated Balance Sheets. The corresponding assets for the NQDC Plan are included in Other Current Assets and Other Assets in the Company’s Consolidated Balance Sheets. |
Income Taxes | Income Taxes The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement basis of assets and liabilities. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company establishes liabilities or reduces assets for uncertain tax positions when the Company believes certain tax positions are not more likely than not of being sustained if challenged. Each quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and circumstances. The Company uses financial projections to support its net deferred tax assets, which contain significant assumptions and estimates of future operations. If such assumptions were to differ significantly, it may have a material impact on the Company’s ability to realize its deferred tax assets. At the end of each period, the Company will reassess the ability to realize its deferred tax benefits. If it is more likely than not that the Company would not realize the deferred tax benefits, a valuation allowance may need to be established against all or a portion of the deferred tax assets, which will result in a charge to tax expense. |
Foreign Currency and Other Hedging Instruments | Foreign Currency and Other Hedging Instruments The Company engages in transactions denominated in foreign currencies and, as a result, is exposed to changes in foreign currency exchange rates. To manage the volatility resulting from fluctuating foreign currency exchange rates, the Company nets a portion of its exposures to take advantage of natural offsets and enters into forward foreign currency exchange contracts for a portion of the remaining exposures. The Company accounts for its derivative instruments as either assets or liabilities on the balance sheet and measures them at fair value. Derivatives that are not defined as hedging instruments are adjusted to fair value through earnings. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows of the hedged items. The Company also assesses hedge ineffectiveness on a monthly basis and records the gain or loss related to the ineffective portion to current earnings. If the Company determines that a forecasted transaction is no longer probable of occurring, it discontinues hedge accounting for the affected portion of the hedge instrument, and if the forecasted transaction becomes unlikely to occur, any related unrealized gain or loss on the contract is recognized in current earnings. See Note 11 to these Consolidated Financial Statements for further information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company discloses the fair value of financial instruments for assets and liabilities for which the value is practicable to estimate. The carrying amounts of all cash equivalents, short-term and long-term investments and forward exchange contracts approximate fair value based upon quoted market prices. The fair values of trade accounts receivables, accounts payable and other financial instruments approximate carrying value due to their short-term nature, and would be considered level 2 items in the fair value hierarchy. |
Segment Information | Segment Information The Company currently operates in one business segment focused on the development and commercialization of innovative therapies for people with serious and life threatening rare diseases and medical conditions. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker who comprehensively manages the entire business. The Company does not operate any separate lines of business or separate business entities with respect to its products. Accordingly, the Company does not accumulate discrete financial information with respect to separate products, other than revenues, and does not have separately reportable segments. |
Business Combinations | Business Combinations The Company allocates the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets and in-process research and development (IPR&D). In connection with the purchase price allocations for acquisitions, the Company estimates the fair value of contingent payments utilizing a probability-based income approach inclusive of an estimated discount rate. |
Contingent Acquisition Consideration Payable | Contingent Acquisition Consideration Payable The Company determines the fair value of contingent acquisition consideration payable on the acquisition date using a probability-based income approach utilizing an appropriate discount rate. Each reporting period thereafter, the Company revalues these obligations and records increases or decreases in their fair value as adjustments to Intangible Asset Amortization and Contingent Consideration in the Company’s Consolidated Statements of Operations. Changes in the fair value of the contingent acquisition consideration payable can result from adjustments to the estimated probability and assumed timing of achieving the underlying milestones, as well as from changes to the discount period and rates. |
Comprehensive Income (Loss) and Accumulated Other Comprehensive Income | Comprehensive Income (Loss) and Accumulated Other Comprehensive Income Comprehensive income (loss) includes net income (loss) and certain changes in stockholders’ equity that are excluded from net income (loss), such as changes in unrealized gains and losses on the Company’s available-for-sale securities, unrealized gains (losses) on foreign currency hedges and changes in the Company’s cumulative foreign currency translation account. |
Prior to Regulatory Approval | |
Significant Accounting Policies [Line Items] | |
Inventory | Inventories Produced in Preparation for Product Launches The Company capitalizes inventories produced in preparation for product launches based upon the probability of regulatory approval and earning future revenues. Typically, capitalization of such inventory begins when positive results have been obtained for the clinical trials that the Company believes are necessary to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive pivotal clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and the compilation of the regulatory application. The Company closely monitors the status of each respective product within the regulatory approval process, including all relevant communication with regulatory authorities. The Company also considers its historical experience with manufacturing and commercializing similar products and the relevant product candidate. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process, or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory would generally not be capitalized. For inventories that are capitalized in preparation of product launch, anticipated future sales, expected approval date and shelf lives are evaluated in assessing realizability. The shelf life of a product is determined as part of the regulatory approval process; however, in evaluating whether to capitalize pre-launch inventory production costs, the Company considers the product stability data of all of the pre-approval production to date to determine whether there is adequate expected shelf life for the capitalized pre-launch production costs. In applying the lower of cost or net realizable value to pre-launch inventory, the Company estimates a range of likely commercial prices based on its comparable commercial products. |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule Of Property, Plant And Equipment Estimated Useful Lives | Leasehold improvements Shorter of life of asset or lease term Building and improvements Lesser of useful life of the asset or remaining life of the building Manufacturing and laboratory equipment 5 to 15 years Computer hardware and software 3 to 8 years Office furniture and equipment 5 years Vehicles 5 years Land improvements 10 years Land Not applicable Construction-in-progress Not applicable |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Merck Serono | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table presents the final allocation of the purchase consideration for the Merck PKU Business acquisition, including the contingent acquisition consideration payable based on the acquisition date fair value. The allocation of the purchase price below reflects an inventory adjustment in the second quarter of 2016. Cash payments $ 374,545 Estimated fair value of contingent acquisition consideration payable 138,974 Total consideration $ 513,519 Kuvan intangible assets $ 172,961 Pegvaliase IPR&D 326,359 Inventory 14,199 Total identifiable assets acquired $ 513,519 |
Summary of Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company and the Merck PKU Business as if the acquisition occurred on January 1, 2015. This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of future operations that would have been achieved had the acquisitions taken place at the beginning of 2015. 2015 Total revenues $ 962,853 Net loss $ (143,506 ) Net loss per share, basic and dilutive $ (0.90 ) Weighted average common shares outstanding, basic and diluted 160,025 |
Prosensa Holding N.V | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase consideration for the Prosensa acquisition based on fair value. Cash and cash equivalents $ 141,669 Trade accounts receivable 3,086 Other current assets 1,537 Property, plant and equipment 2,683 Intangible assets 497 Other assets 104 Acquired IPR&D 772,808 Total identifiable assets acquired 922,384 Accounts payable and accrued expenses (68,799 ) Debt assumed (57,053 ) Deferred tax liability (193,202 ) Total liabilities assumed (319,054 ) Net identifiable assets acquired 603,330 Goodwill 148,134 Net assets acquired $ 751,464 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments Schedule [Abstract] | |
Amortized Cost, Gross Unrealized Holding Gain or Loss, and Fair Value of Available For Sale Security by Major Security type | The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s available-for-sale securities by major security type at December 31, 2016 and 2015 are summarized in the tables below: Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value at December 31, 2016 Certificates of deposit $ 2,800 $ — $ — $ 2,800 Corporate debt securities 633,072 329 (2,277 ) 631,124 Commercial paper 16,075 — — 16,075 U.S. government agency securities 304,635 37 (747 ) 303,925 Greek government-issued bonds 48 86 — 134 Total $ 956,630 $ 452 $ (3,024 ) $ 954,058 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value at December 31, 2015 Certificates of deposit $ 63,919 $ 1 $ — $ 63,920 Corporate debt securities 358,625 20 (732 ) 357,913 Commercial paper 12,733 — — 12,733 U.S. government agency securities 186,882 — (344 ) 186,538 Greek government-issued bonds 48 79 — 127 Total $ 622,207 $ 100 $ (1,076 ) $ 621,231 |
Fair Values of Available-For-Sale Securities by Contractual Maturity | The fair values of available-for-sale securities by contractual maturity were as follows: December 31, 2016 2015 Maturing in one year or less $ 381,347 $ 195,579 Maturing after one year through five years 572,711 425,652 Total $ 954,058 $ 621,231 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: December 31, 2016 2015 Intangible assets: Finite-lived intangible assets $ 305,122 $ 129,572 Indefinite-lived intangible assets 332,199 607,548 Gross intangible assets: 637,321 737,120 Less: Accumulated amortization (83,541 ) (53,124 ) Net carrying value $ 553,780 $ 683,996 |
Schedule of Net-Book-Value and Estimated Remaining Life of Finite-Lived Intangible Assets | The following table summarizes the net-book-value and estimated remaining life of the Company’s finite-lived intangible assets as of December 31, 2016: Net Balance at December 31, 2016 Average Remaining Life Repurchased royalty rights $ 46,688 6.9 years Acquired intellectual property 172,256 8.1 years License payments for marketing approvals 1,869 4.9 years SRCC in-place and above market tenant leases 768 Remaining lease terms Total $ 221,581 |
Schedule of Future Amortization Expense of Finite-Lived Intangible Assets | As of December 31, 2016, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: Fiscal Year Amount 2017 $ 30,430 2018 30,400 2019 30,086 2020 27,605 2021 26,681 Thereafter 76,379 $ 221,581 |
Schedule of Indefinite-Lived Intangible Assets | Indefinite-lived intangible assets consisted of the following: December 31, 2016 2015 In-Process Research and Development: Pegvaliase $ 326,359 $ — Kyndrisa — 533,064 Other exons acquired with Prosensa — 41,044 Reveglucosidase alfa — 25,010 Other acquired pre-clinical compounds 5,840 8,430 Net carrying value $ 332,199 $ 607,548 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant and Equipment Net | Property, plant and equipment, net consisted of the following: December 31, 2016 2015 Building and improvements $ 510,805 $ 442,100 Manufacturing and laboratory equipment 242,899 145,313 Computer hardware and software 129,506 113,442 Leasehold improvements 44,184 44,247 Furniture and equipment 27,229 22,817 Land improvements 4,881 4,881 Land 55,412 45,727 Construction-in-progress 126,446 164,283 1,141,362 982,810 Less: Accumulated depreciation (342,594 ) (278,603 ) Total property, plant and equipment, net $ 798,768 $ 704,207 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory | Inventory consisted of the following: December 31, 2016 2015 Raw materials $ 51,250 $ 46,115 Work-in-process 167,788 150,289 Finished goods 136,088 75,279 Total inventory $ 355,126 $ 271,683 |
SUPPLEMENTAL BALANCE SHEET IN39
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following: December 31, 2016 2015 Deposit for business acquisition $ — $ 371,756 Deposits 10,722 8,606 Strategic investments 4,064 18,056 Long-term forward foreign currency exchange contract assets 8,194 3,533 Other 9,835 6,693 Total other assets $ 32,815 $ 408,644 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: December 31, 2016 2015 Accounts payable and accrued operating expenses $ 191,353 $ 179,294 Accrued compensation expense 109,038 95,345 Accrued rebates payable 34,737 32,553 Accrued royalties payable 15,151 10,412 Value added taxes payable 7,848 6,377 Accrued income taxes — 59,572 Other 12,378 8,958 Total accounts payable and accrued liabilities $ 370,505 $ 392,511 |
Schedule of Estimated Accrued Rebates, Reserve for Cash Discounts and Allowance for Doubtful Accounts | The roll forward of significant estimated accrued rebates, reserve for cash discounts and allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014 were as follows: Balance at Beginning of Period Provision for Current Period Sales Provision/ (Reversals) for Prior Period Sales Actual Charges Related to Current Period Sales Actual Charges Related to Prior Period Sales Balance at End of Period Year ended December 31, 2016: Accrued rebates $ 32,553 $ 44,347 $ (5,205 ) $ (23,879 ) $ (13,079 ) $ 34,737 Reserve for cash discounts 831 8,889 (22 ) (8,160 ) (650 ) 888 Sales return reserve 40 — (40 ) — — — Allowance for doubtful accounts 93 — (20 ) — — 73 Year ended December 31, 2015: Accrued rebates $ 14,859 $ 45,356 $ (1,245 ) $ (18,421 ) $ (7,996 ) $ 32,553 Reserve for cash discounts 688 7,402 — (6,722 ) (537 ) 831 Sales return reserve — 40 — — — 40 Allowance for doubtful accounts 490 — (397 ) — — 93 Year ended December 31, 2014: Accrued rebates $ 10,429 $ 24,431 $ (1,159 ) $ (12,768 ) $ (6,074 ) $ 14,859 Reserve for cash discounts 388 6,435 — (5,747 ) (388 ) 688 Sales return reserve 907 — (907 ) — — — Allowance for doubtful accounts 529 410 (319 ) — (130 ) 490 |
DERIVATIVE INSTRUMENTS AND HE40
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative [Line Items] | |
Fair Value Carrying Amount of Derivative Instruments | The fair value carrying amounts of the Company’s derivative instruments were as follows: Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2016 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 13,048 Accounts payable & accrued liabilities $ 5,176 Forward foreign currency exchange contracts Other assets 8,194 Other long- term liabilities 2,342 Total $ 21,242 $ 7,518 Derivatives not designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 964 Accounts payable & accrued liabilities $ 25 Total 964 25 Total value of derivative contracts $ 22,206 $ 7,543 Asset Derivatives Liability Derivatives December 31, 2015 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ 10,478 Accounts payable & accrued liabilities $ 1,986 Forward foreign currency exchange contracts Other assets 3,533 Other long- term liabilities 3,057 Total $ 14,011 $ 5,043 Derivatives not designated as hedging instruments: Forward foreign currency exchange contracts Other current assets $ — Accounts payable & accrued liabilities $ 22 Total — 22 Total value of derivative contracts $ 14,011 $ 5,065 |
Effect of Derivative Instruments | The effect of the Company’s derivative instruments on the Consolidated Financial Statements for the years ended December 31, 2016, 2015 and 2014 was as follows: Years Ended December 31, 2016 2015 2014 Derivatives Designated as Hedging Instruments: Net gain recognized in Other Comprehensive Income (OCI) (1) $ 9,677 $ 17,300 $ 18,078 Net gain reclassified from accumulated OCI into earnings (2) 6,529 19,604 643 Net gain (loss) recognized in net loss (3) 5,070 (727 ) (294 ) Derivatives Not Designated as Hedging Instruments: Net gain (loss) recognized in net loss (4) $ (8,687 ) $ 4,493 $ 8,010 (1) Net change in the fair value of the effective portion classified as OCI. (2) Effective portion classified as Net Product Revenues and SG&A expense . (3) Ineffective portion and amount excluded from effectiveness testing classified as SG&A expense. (4) Classified as SG&A expense. |
Derivatives Designated As Hedging Instruments | |
Derivative [Line Items] | |
Summary of Designated Forward Foreign Currency Exchange Contracts Outstanding | The following table summarizes the Company ’ Aggregate Notional Amount in Foreign Exchange Contracts Number of Contracts Foreign Currency Maturity Euros - Purchase 82 104.2 Jan. 2017 - Dec. 2019 Euros - Sell 311 340.2 Jan. 2017 - Dec. 2019 Canadian Dollars - Sell 24 23.3 Jan. 2017 - Dec. 2017 Colombian Pesos - Sell 12 62,304.0 Jan. 2017 - Dec. 2017 Brazilian Reais - Sell 3 64.5 May 2017 Total 432 |
Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Summary of Designated Forward Foreign Currency Exchange Contracts Outstanding | The following table summarizes the Company ’ Aggregate Notional Amount in Foreign Exchange Contracts Number of Contracts Foreign Currency Maturity Euros - Purchase 1 94.9 January 2017 British Pounds - Sell 1 2.7 January 2017 Total 2 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | The tables below present the fair value of these financial assets and liabilities determined using the following input levels. Fair Value Measurements at December 31, 2016 Quoted Price in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash and cash equivalents: Overnight deposits $ 235,571 $ — $ — $ 235,571 Money market instruments — 172,759 — 172,759 Total cash and cash equivalents 235,571 172,759 — 408,330 Available-for-sale securities: Short-term: Certificates of deposit — 2,800 — 2,800 Corporate debt securities — 193,974 — 193,974 Commercial paper — 16,075 — 16,075 U.S. government agency securities — 168,499 — 168,499 Long-term: Corporate debt securities — 437,150 — 437,150 U.S. government agency securities — 135,426 — 135,426 Greek government-issued bonds — 134 — 134 Total available-for-sale securities — 954,058 — 954,058 Other Current Assets: Nonqualified Deferred Compensation Plan assets — 163 — 163 Forward foreign currency exchange contract (1) — 14,012 — 14,012 Restricted investments (2) — 3,754 — 3,754 Total other current assets — 17,929 — 17,929 Other Assets: Nonqualified Deferred Compensation Plan assets — 9,121 — 9,121 Forward foreign currency exchange contract (1) — 8,194 — 8,194 Strategic investment (3) 4,064 — — 4,064 Total other assets 4,064 17,315 — 21,379 Total assets $ 239,635 $ 1,162,061 $ — $ 1,401,696 Liabilities: Current Liabilities: Nonqualified Deferred Compensation Plan liability $ 2,073 $ 163 $ — $ 2,236 Forward foreign currency exchange contract (1) — 5,201 — 5,201 Contingent acquisition consideration payable — — 46,327 46,327 Total current liabilities 2,073 5,364 46,327 53,764 Other long-term liabilities: Nonqualified Deferred Compensation Plan liability 17,303 9,121 — 26,424 Forward foreign currency exchange contract (1) — 2,342 — 2,342 Contingent acquisition consideration payable — — 115,310 115,310 Total other long-term liabilities 17,303 11,463 115,310 144,076 Total liabilities $ 19,376 $ 16,827 $ 161,637 $ 197,840 Fair Value Measurements at December 31, 2015 Quoted Price in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash and cash equivalents: Overnight deposits $ 290,731 $ — $ — $ 290,731 Money market instruments — 106,309 — 106,309 Total cash and cash equivalents 290,731 106,309 — 397,040 Available-for-sale securities: Short-term: Certificates of deposit — 56,951 — 56,951 Corporate debt securities — 42,673 — 42,673 Commercial paper — 12,733 — 12,733 U.S. government agency securities — 83,222 — 83,222 Long-term: Certificates of deposit — 6,969 — 6,969 Corporate debt securities — 315,240 — 315,240 U.S. government agency securities — 103,316 — 103,316 Greek government-issued bonds — 127 — 127 Total available-for-sale securities — 621,231 — 621,231 Other Current Assets: Nonqualified Deferred Compensation Plan assets — 440 — 440 Forward foreign currency exchange contract (1) — 10,478 — 10,478 Restricted investments (2) — 7,348 — 7,348 Total other current assets — 18,266 — 18,266 Other Assets: Nonqualified Deferred Compensation Plan assets — 6,362 — 6,362 Forward foreign currency exchange contract (1) — 3,533 — 3,533 Strategic investment (3) 18,056 — — 18,056 Total other assets 18,056 9,895 — 27,951 Total assets $ 308,787 $ 755,701 $ — $ 1,064,488 Liabilities: Current Liabilities: Nonqualified Deferred Compensation Plan liability $ 1,151 $ 440 $ — $ 1,591 Forward foreign currency exchange contract (1) — 2,008 — 2,008 Contingent acquisition consideration payable — — 52,946 52,946 Total current liabilities 1,151 2,448 52,946 56,545 Other long-term liabilities: Nonqualified Deferred Compensation Plan liability 24,341 6,362 — 30,703 Forward foreign currency exchange contract (1) — 3,057 — 3,057 Contingent acquisition consideration payable — — 32,663 32,663 Total other long-term liabilities 24,341 9,419 32,663 66,423 Total liabilities $ 25,492 $ 11,867 $ 85,609 $ 122,968 (1) See Note 11 to these Consolidated Financial Statements for further information regarding the derivative instruments. (2) The restricted investments at December 31, 2016 and 2015 secure the Company’s irrevocable standby letter of credit obtained in connection with certain commercial agreements. (3) The Company has investments in marketable equity securities measured using quoted prices in an active market that are considered strategic investments. See Note 6 to these Consolidated Financial Statements for additional discussion regarding the Company’s strategic investments. |
Liabilities Measured at Fair Value Using Level 3 Inputs | Contingent acquisition consideration payable at December 31, 2015 $ 85,609 Addition of contingent acquisition consideration payable related to the purchase of the Merck PKU Business 138,974 Changes in the fair value of contingent acquisition consideration payable for continuing development programs 6,825 Reduction of fair value related to termination of Kyndrisa development program (43,652 ) Reduction of fair value related to termination of reveglucosidase alfa development program (20,334 ) Foreign exchange remeasurement of Euro denominated contingent acquisition consideration payable (5,785 ) Contingent acquisition consideration payable at December 31, 2016 $ 161,637 |
Asset Retirement Obligation Liability and Corresponding Capital Asset | Asset retirement obligations at December 31, 2015 $ 4,704 Accretion expense 107 Additions — Settlements and reversals (665 ) Asset retirement obligations at December 31, 2016 $ 4,146 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Additional Noncash Interest Expense Recognized During the Period | The following table summarizes the additional interest expense recognized for the accretion of the debt discount and amortization of the deferred offering costs. Years Ended December 31, 2016 2015 2014 Convertible Notes due 2018 Amortization of issuance costs $ 1,931 $ 1,921 $ 1,910 Accretion of discount on convertible notes 14,337 13,633 12,963 Convertible Notes due 2020 Amortization of issuance costs 1,288 1,283 1,279 Accretion of discount on convertible notes 12,240 11,567 10,930 Total $ 29,796 $ 28,404 $ 27,082 |
Summary of Convertible Debt | The following table summarizes information regarding the Company’s convertible debt at December 31: 2016 2015 Convertible Notes due 2017 $ 22,503 $ 31,430 Unamortized deferred offering costs (25 ) (110 ) Convertible Notes due 2017, net 22,478 31,320 Convertible Notes due 2018 374,980 374,980 Unamortized discount (27,566 ) (41,904 ) Unamortized deferred offering costs (3,484 ) (5,415 ) Convertible Notes due 2018, net 343,930 327,661 Convertible Notes due 2020 374,993 374,993 Unamortized discount (53,239 ) (65,478 ) Unamortized deferred offering costs (4,923 ) (6,210 ) Convertible Notes due 2020, net 316,831 303,305 Total convertible debt, net $ 683,239 $ 662,286 Fair value of fixed rate convertible debt Convertible Notes due in 2017 (1) $ 90,977 $ 162,016 Convertible Notes due in 2018 (1) 423,202 482,584 Convertible Notes due in 2020 (1) 442,754 502,701 Total $ 956,933 $ 1,147,301 (1) The fair value of the Company’s fixed rate convertible debt is based on open market trades and is classified as Level 1 in the fair value hierarchy. |
Summary of Interest Expense on Debt | Interest expense on the Company’s debt consisted of the following: Years Ended December 31, 2016 2015 2014 Coupon interest $ 9,555 $ 9,750 $ 9,417 Amortization of debt issuance costs 3,367 3,294 3,332 Accretion of discount on convertible notes 26,577 25,200 23,893 Total interest expense on convertible debt $ 39,499 $ 38,244 $ 36,642 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Common Share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands of common shares): Years Ended December 31, 2016 2015 2014 Numerator: Net loss, basic $ (630,210 ) $ (171,799 ) $ (133,969 ) Gain on common stock held by the NQDC (3,184 ) — — Net loss, diluted (633,394 ) (171,799 ) (133,969 ) Denominator: Weighted-average common shares outstanding, basic 165,985 160,025 146,349 Effect of dilutive securities: Common shares held by the NQDC 234 — — Weighted-average common shares outstanding, diluted 166,219 160,025 146,349 Net loss per common share, basic $ (3.80 ) $ (1.07 ) $ (0.92 ) Net loss per common share, diluted $ (3.81 ) $ (1.07 ) $ (0.92 ) |
Schedule Of Anti-Dilutive Common Stock Excluded From Computation of Diluted Net Loss Per Share | In addition to the equity instruments included in the table above, the table below presents potential shares of common stock that were excluded from the computation as they were anti-dilutive using the treasury stock method (in thousands): Years Ended December 31, 2016 2015 2014 Options to purchase common stock 8,856 10,323 11,477 Common stock issuable under the 2017 Notes 1,105 1,544 1,992 Common stock issuable under the 2018 and 2020 Notes 7,966 7,966 7,966 Unvested restricted stock units 2,618 1,743 1,244 Common stock potentially issuable for ESPP purchases 246 316 351 Common stock held by the NQDC — 243 224 Total number of potentially issuable shares 20,791 22,135 23,254 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for (Benefit from) Income Taxes Based on Loss Before Income Taxes | The provision for (benefit from) income taxes is based on loss before income taxes as follows: Years Ended December 31, 2016 2015 2014 U.S. Source $ 10,696 $ 182,215 $ 49,411 Non-U.S. Source (841,746 ) (336,939 ) (174,279 ) Loss before income taxes $ (831,050 ) $ (154,724 ) $ (124,868 ) |
Schedule of Components of Provision for (Benefit From) Income Taxes | The U.S. and foreign components of the provision for (benefit from) income taxes are as follows: Years Ended December 31, 2016 2015 2014 Provision for current income tax expense: Federal $ 22,239 $ 84,743 $ 28,093 State and local 1,418 5,323 3,011 Foreign 3,557 3,836 3,614 27,214 93,902 34,718 Provision for (benefit from) deferred income tax expense: Federal (78,428 ) (17,741 ) (20,367 ) State and local (6,012 ) (8,770 ) (4,982 ) Foreign (143,614 ) (50,316 ) (268 ) (228,054 ) (76,827 ) (25,617 ) Provision for (benefit from) income taxes $ (200,840 ) $ 17,075 $ 9,101 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate expressed as a percentage of loss before income taxes: Years Ended December 31, 2016 2015 2014 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local taxes 0.4 % (2.2 )% (1.6 )% Orphan Drug & General Business Credit 7.5 % 34.8 % 29.3 % Stock compensation expense 4.6 % (2.8 )% (2.4 )% Changes in the fair value of contingent acquisition consideration payable 0.9 % 0.2 % (3.6 )% Subpart F income — % (8.4 )% (9.2 )% Foreign tax rate differential (18.6 )% (46.2 )% (51.5 )% Section 162(m) limitation (5.4 )% (1.3 )% (1.7 )% Other 0.3 % (1.6 )% (1.9 )% Valuation allowance/deferred benefit (0.5 )% (18.5 )% 0.3 % Effective income tax rate 24.2 % (11.0 )% (7.3 )% |
Schedule of Components of Net Deferred Tax Assets | The significant components of the Company’s net deferred tax assets are as follows: December 31, 2016 2015 Net deferred tax assets: Net operating loss carryforwards $ 49,787 $ 44,942 Tax credit carryforwards 352,535 143,987 Accrued expenses, reserves, and prepaids 77,904 79,029 Intangible assets 26,751 16,177 Stock-based compensation 47,713 49,322 Inventory 15,581 18,942 Impairment 5,017 5,005 Other 1,415 1,155 Valuation allowance (73,037 ) (67,708 ) Total deferred tax assets 503,666 290,851 Joint venture basis difference (1,714 ) (1,888 ) Acquired intangibles (8,773 ) (162,689 ) Convertible notes discount (24,394 ) (32,162 ) Property, plant and equipment (22,103 ) (13,192 ) Unrealized (gains) losses 104 (4,256 ) Total deferred tax liabilities (56,880 ) (214,187 ) Net deferred tax assets $ 446,786 $ 76,664 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2016 is as follows: December 31, 2016 2015 Balance at beginning of period $ 86,731 $ 71,663 Additions based on tax positions related to the current year 15,982 13,614 Additions for tax positions of prior years 497 1,454 Balance at end of period $ 103,210 $ 86,731 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes activity under the Company’s stock option plans, including the 2012 and 2014 Inducement Plans and those suspended upon the adoption of the 2006 Share Incentive Plan, for the year ended December 31, 2016. All option grants presented in the table had exercise prices not less than the fair value of the underlying common stock on the grant date: Shares Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic Value (1) Options outstanding as of December 31, 2015 10,322,903 $ 44.50 5.6 $ 630,949 Granted 847,450 $ 84.31 Exercised (2,129,090 ) $ 29.23 Expired and forfeited (185,055 ) $ 84.78 Options outstanding as of December 31, 2016 8,856,208 $ 51.13 5.4 $ 304,356 Options expected to vest at December 31, 2016 1,753,013 $ 84.38 8.3 $ 10,707 Exercisable at December 31, 2016 7,103,016 $ 42.92 4.6 $ 293,646 (1) The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $82.84, the closing price of the Company’s common stock on December 31, 2016. |
Stock Option Valuation Assumptions | The assumptions used to estimate the per share fair value of stock options granted during the periods presented were as follows: Years Ended December 31, 2016 2015 2014 Expected volatility 36 – 44% 36 – 45% 44 – 45% Dividend yield 0.00% 0.00% 0.00% Expected life 5.0 - 8.1 years 6.4 - 8.0 years 6.9 years Risk-free interest rate 1.1 – 2.3% 1.5 – 2.2% 1.8 – 2.3% |
Employee Stock Purchase Plan Valuation Assumptions | The assumptions used to estimate the per share fair value of stock purchase rights granted under the ESPP were as follows: Years Ended December 31, 2016 2015 2014 Expected volatility 42 - 50% 36 - 38% 38 - 39% Dividend yield 0.00% 0.00% 0.00% Expected life 6-24 months 6-24 months 6-24 months Risk-free interest rate 0.4 - 0.8% 0.1- 0.8% 0.1- 0.5% |
Summary of Restricted Stock Unit Activity | A summary of RSU activity under the plan for the year ended December 31, 2016 as follows: Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years Aggregate Intrinsic Value Non-vested units as of December 31, 2015 2,147,209 $ 93.89 2.8 $ 224,942 Granted 1,321,224 $ 84.18 Vested (751,203 ) $ 80.42 Forfeited (272,264 ) $ 94.52 Non-vested units as of December 31, 2016 2,444,966 $ 92.70 1.4 $ 202,541 Non-vested units expected to vest at December 31, 2016 2,444,966 $ 92.70 $ 202,541 |
Stock-Based Compensation Expense | Compensation expense included in the Company’s Consolidated Statements of Operations for all stock-based compensation arrangements was as follows: Years Ended December 31, 2016 2015 2014 Cost of sales $ 9,121 $ 6,836 $ 6,076 Research and development 58,279 49,399 33,835 Selling, general and administrative 67,241 55,290 46,499 Total stock-based compensation expense $ 134,641 $ 111,525 $ 86,410 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Amounts Reclassified out of Accumulated Other Comprehensive Income | The following table summarizes amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) and their effect on the Company’s Consolidated Statements of Operations for the years ended December 31, 2016 and 2015. Amount Reclassified from AOCI (Gain) Loss Years Ended December 31, Consolidated Statement of Details about AOCI Components 2016 2015 Operations Classification Gains on cash flow hedges: Forward foreign currency exchange contracts $ 6,112 $ 17,715 Net product revenues Forward foreign currency exchange contracts 4,161 1,889 Selling, general and administrative Total gain on cash flow hedges 10,273 19,604 Other-than-temporary impairment on available-for-sale securities — (1,160 ) Other income (expense) Gain (loss) on sale of available-for-sale securities (115 ) 3,033 Other income (expense) Total gain (loss) on available-for-sale securities (115 ) 1,873 Less income tax effect of the above 42 681 Provision for (benefit from) income taxes $ 10,116 $ 20,796 Net loss |
Summary of Changes in Accumulated Balances of Other Comprehensive Loss Including Current Period Reclassifications Out of AOCI and Other Amount of Current Period Other Comprehensive Income | The following table summarizes changes in the accumulated balances for each component of other comprehensive loss, including current period reclassifications out of AOCI and other amounts of current-period other comprehensive income, for the years ended December 31, 2016 and 2015. Year Ended December 31, 2016 Gains and Losses on Cash Flow Hedges Unrealized Gains on Available-for-Sale Securities Foreign Currency Items Total AOCI balance at December 31, 2015 13,602 7,441 (10 ) 21,033 Other comprehensive income (loss) before reclassifications 9,677 (12,104 ) (2 ) (2,429 ) Less net gain (loss) reclassified from AOCI 10,273 (115 ) 10,158 Tax effect — 4,370 — 4,370 Net current-period other comprehensive loss (596 ) (7,619 ) (2 ) (8,217 ) AOCI balance at December 31, 2016 $ 13,006 $ (178 ) $ (12 ) $ 12,816 Year Ended December 31, 2015 Gains and Losses on Cash Flow Hedges Unrealized Gains on Available-for-Sale Securities Foreign Currency Items Total AOCI balance at December 31, 2014 15,906 11,511 49 27,466 Other comprehensive income (loss) before reclassifications 17,300 (4,459 ) (59 ) 12,782 Less gain reclassified from AOCI 19,604 1,873 — 21,477 Tax effect — 2,262 — 2,262 Net current-period other comprehensive loss (2,304 ) (4,070 ) (59 ) (6,433 ) AOCI balance at December 31, 2015 13,602 7,441 (10 ) 21,033 |
REVENUE AND CREDIT CONCENTRAT47
REVENUE AND CREDIT CONCENTRATIONS (Tables) - Net Product Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Schedules of Consolidated Net Product Revenue Concentration | The table below summarizes consolidated net product revenue concentrations based on patient location for Vimizim, Naglazyme, Kuvan and Firdapse which are sold directly by the Company and global sales of Aldurazyme which is marketed by Genzyme. Genzyme is the Company’s sole customer for Aldurazyme and is responsible for marketing and selling Aldurazyme to third-parties. Years Ended December 31, 2016 2015 2014 Region: United States 37 % 39 % 37 % Europe 23 % 19 % 18 % Latin America 13 % 16 % 16 % Rest of world 19 % 15 % 15 % Total net product revenues marketed by the Company 92 % 89 % 86 % Aldurazyme net product revenues marketed by Genzyme 8 % 11 % 14 % Total net product revenue 100 % 100 % 100 % |
Customer Concentration Risk | |
Concentration Risk [Line Items] | |
Schedules of Consolidated Net Product Revenue Concentration | The following table illustrates the percentage of the Company’s consolidated net product revenues attributed to the Company’s largest customers. For the Years Ended December 31, 2016 2015 2014 Customer A 19 % 15 % 15 % Customer B 13 % 13 % 11 % Customer C 10 % — — Customer D 8 % 11 % 14 % Customer E 6 % 10 % 12 % Total 56 % 49 % 52 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information by Product Revenue | The Company operates in one business segment, which primarily focuses on the development and commercialization of innovative therapies for people with serious and life threatening rare diseases and medical conditions. All products are included in one segment because the majority of the Company’s products have similar economic and other characteristics, including the nature of the products and production processes, type of customers, distribution methods and regulatory environment. Years Ended December 31, 2016 2015 2014 Net product revenues by product: Aldurazyme $ 93,749 $ 97,912 $ 105,616 Kuvan 348,009 239,336 202,987 Naglazyme 296,537 303,090 334,447 Vimizim 354,058 228,147 77,319 Firdapse 18,028 16,037 18,047 Total net product revenues $ 1,110,381 $ 884,522 $ 738,416 |
Summary of Total Revenues from External Customers and Collaborative Partners by Geographic Region | The following table summarizes total revenues from external customers and collaborative partners by geographic region. Net product revenues by geographic region are based on patient location for the Company’s commercial products, except for Aldurazyme, which is based on the location of Genzyme’s headquarters. Although Genzyme sells Aldurazyme worldwide, the revenues earned by the Company based on Genzyme’s net sales are included in the U.S. region, as the transactions are with Genzyme whose headquarters are located in the U.S. Years Ended December 31, 2016 2015 2014 Total revenues by geographic region: United States $ 507,539 $ 444,075 $ 383,770 Europe 252,633 171,216 136,251 Latin America 147,471 142,305 118,562 Rest of world 209,211 132,299 110,701 Total revenues $ 1,116,854 $ 889,895 $ 749,284 |
Summary of Non-Monetary Long-Lived Assets by Geographic Region | The following table summarizes non-monetary long-lived assets by geographic region. Non-monetary long-lived assets primarily consists of property, plant and equipment, intangible assets, goodwill and deferred tax assets. December 31, 2016 2015 Long-lived assets by geography: United States $ 1,183,938 $ 940,512 Europe 812,833 865,233 Rest of world 2,568 2,253 Total long-lived assets $ 1,999,339 $ 1,807,998 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Payments for Future Years | Minimum lease payments for future years are as follows: 2017 $ 9,051 2018 7,739 2019 4,893 2020 3,391 2021 2,728 Thereafter 6,637 Total $ 34,439 |
Nature of Operations and Busi50
Nature of Operations and Business Risks - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Product | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of approved products | 5 |
Schedule of Property Plant and
Schedule of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | Shorter of life of asset or lease term |
Building and Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | Lesser of useful life of the asset or remaining life of the building |
Manufacturing and Laboratory Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 5 years |
Manufacturing and Laboratory Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 15 years |
Computer Hardware and Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 3 years |
Computer Hardware and Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 8 years |
Office Furniture and Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 5 years |
Land Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, (in years) | 10 years |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Goodwill impairment | $ 0 | ||||
Impairment charge | $ 0 | $ 599,118,000 | $ 198,700,000 | $ 0 | |
Number of operating business segment | Segment | 1 | ||||
Aldurazyme | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Payment received as percentage of net product sales | 39.50% | 39.50% | 39.50% | ||
Aldurazyme | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Payment received as percentage of net product sales | 50.00% | 50.00% | 50.00% |
Recent Accounting Pronounceme53
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Recent Accounting Pronouncements [Line Items] | |||
Tax benefit related to the excess tax benefit from stock based compensation | $ (200,840) | $ 17,075 | $ 9,101 |
Cumulative-effect adjustment | 131,273 | ||
ASU 2016-09 | |||
Recent Accounting Pronouncements [Line Items] | |||
Tax benefit related to the excess tax benefit from stock based compensation | 15,100 | ||
Cumulative-effect adjustment | $ 131,273 | ||
Reclassified tax benefits from financing activities to operating activities | $ 2,200 | $ 1,500 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands, € in Millions | Jan. 02, 2016USD ($) | Jan. 29, 2015USD ($) | Dec. 31, 2016USD ($)Country | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Jan. 01, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Business acquisitions, net of cash acquired | $ 2,789 | $ 538,392 | $ 0 | ||||
Contingent consideration payable | 161,600 | ||||||
Merck Serono | |||||||
Business Acquisition [Line Items] | |||||||
Business combination transaction costs | 300 | 300 | $ 600 | ||||
Business acquisition, cash paid | $ 374,545 | $ 374,500 | |||||
Transfer of marketing authorizations in remaining countries | Country | 4 | ||||||
Estimated useful life | through 2,024 | ||||||
Intangible assets amortization method | straight-line basis | ||||||
Acquired IPR&D | $ 326,359 | ||||||
Merck Serono | A&R Kuvan Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Maximum potential additional consideration milestone payments | € | € 60 | ||||||
Merck Serono | Pegvaliase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Maximum potential additional consideration milestone payments | € | € 125 | ||||||
Prosensa Holding N.V | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cash paid | $ 680,100 | ||||||
Business acquisitions, net of cash acquired | 751,500 | ||||||
Acquired IPR&D | 772,808 | ||||||
Business combination transaction costs | 9,700 | $ 7,000 | $ 2,700 | ||||
Prosensa Holding N.V | Contingent Value Rights | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration payable | 71,400 | ||||||
Prosensa Holding N.V | Prosensa Shares | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cash paid | $ 620,700 | ||||||
Approximate percentage of shares tendered at closing of initial offering | 96.80% | ||||||
Prosensa Holding N.V | Remaining Prosensa shareholders | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cash paid | $ 20,800 | ||||||
Prosensa Holding N.V | Vested options for Prosensa shares | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cash paid | $ 38,600 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - Merck Serono - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 31, 2016 | Jan. 01, 2016 |
Business Acquisition [Line Items] | |||
Cash payments | $ 374,545 | $ 374,500 | |
Estimated fair value of contingent acquisition consideration payable | $ 138,974 | ||
Total consideration | $ 513,519 | ||
Kuvan intangible assets | 172,961 | ||
Pegvaliase IPR&D | 326,359 | ||
Inventory | 14,199 | ||
Total identifiable assets acquired | $ 513,519 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Financial Information (Detail) - Merck Serono $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Total revenues | $ 962,853 |
Net loss | $ (143,506) |
Net loss per share, basic and dilutive | $ / shares | $ (0.90) |
Weighted average common shares outstanding, basic and diluted | shares | 160,025 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Consideration Including Contingent Acquisition Consideration Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 29, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 197,039 | $ 197,039 | |
Prosensa Holding N.V | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 141,669 | ||
Trade accounts receivable | 3,086 | ||
Other current assets | 1,537 | ||
Property, plant and equipment | 2,683 | ||
Intangible assets | 497 | ||
Other assets | 104 | ||
Acquired IPR&D | 772,808 | ||
Total identifiable assets acquired | 922,384 | ||
Accounts payable and accrued expenses | (68,799) | ||
Debt assumed | (57,053) | ||
Deferred tax liability | (193,202) | ||
Total liabilities assumed | (319,054) | ||
Net identifiable assets acquired | 603,330 | ||
Goodwill | 148,134 | ||
Net assets acquired | $ 751,464 |
Amortized Cost Gross Unrealized
Amortized Cost Gross Unrealized Holding Gain or Loss and Fair Value of Available for Sale Security by Major Security Type (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 956,630 | $ 622,207 |
Gross Unrealized Holding Gains | 452 | 100 |
Gross Unrealized Holding Losses | (3,024) | (1,076) |
Aggregate Fair Value | 954,058 | 621,231 |
Certificates of Deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,800 | 63,919 |
Gross Unrealized Holding Gains | 0 | 1 |
Gross Unrealized Holding Losses | 0 | 0 |
Aggregate Fair Value | 2,800 | 63,920 |
Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 633,072 | 358,625 |
Gross Unrealized Holding Gains | 329 | 20 |
Gross Unrealized Holding Losses | (2,277) | (732) |
Aggregate Fair Value | 631,124 | 357,913 |
Commercial Paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 16,075 | 12,733 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Aggregate Fair Value | 16,075 | 12,733 |
U.S. Government Agency Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 304,635 | 186,882 |
Gross Unrealized Holding Gains | 37 | 0 |
Gross Unrealized Holding Losses | (747) | (344) |
Aggregate Fair Value | 303,925 | 186,538 |
Greek Government-Issued Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 48 | 48 |
Gross Unrealized Holding Gains | 86 | 79 |
Gross Unrealized Holding Losses | 0 | 0 |
Aggregate Fair Value | $ 134 | $ 127 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)Investment | Dec. 31, 2015USD ($) | |
Investments Debt And Equity Securities [Abstract] | ||
Number of investments in marketable equity securities | Investment | 1 | |
Marketable equity securities, net realized losses | $ (100,000) | |
Fair value of marketable equity securities | 4,100,000 | $ 18,100,000 |
Marketable equity securities, unrealized gain (loss) | 2,300,000 | $ 12,700,000 |
Other- than- temporary impairment | $ 0 |
Fair Values of Available-For-Sa
Fair Values of Available-For-Sale Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments Debt And Equity Securities [Abstract] | ||
Maturing in one year or less | $ 381,347 | $ 195,579 |
Maturing after one year through five years | 572,711 | 425,652 |
Total | $ 954,058 | $ 621,231 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible assets: | ||
Finite-lived intangible assets | $ 305,122 | $ 129,572 |
Indefinite-lived intangible assets | 332,199 | 607,548 |
Gross intangible assets: | 637,321 | 737,120 |
Less: Accumulated amortization | (83,541) | (53,124) |
Net carrying value | $ 553,780 | $ 683,996 |
Schedule of Net-Book-Value and
Schedule of Net-Book-Value and Estimated Remaining Life of Finite-Lived Intangible Assets (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Net Balance at December 31, 2016 | $ 221,581 |
Repurchased royalty rights | |
Finite-Lived Intangible Assets [Line Items] | |
Net Balance at December 31, 2016 | $ 46,688 |
Remaining Life (in years) | 6 years 10 months 24 days |
Acquired intellectual property | |
Finite-Lived Intangible Assets [Line Items] | |
Net Balance at December 31, 2016 | $ 172,256 |
Remaining Life (in years) | 8 years 1 month 6 days |
License payments for marketing approvals | |
Finite-Lived Intangible Assets [Line Items] | |
Net Balance at December 31, 2016 | $ 1,869 |
Remaining Life (in years) | 4 years 10 months 24 days |
SRCC in-place and above market tenant leases | |
Finite-Lived Intangible Assets [Line Items] | |
Net Balance at December 31, 2016 | $ 768 |
Remaining Life (in years) | Remaining lease terms |
Schedule of Future Amortization
Schedule of Future Amortization Expense of Finite-Lived Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,017 | $ 30,430 |
2,018 | 30,400 |
2,019 | 30,086 |
2,020 | 27,605 |
2,021 | 26,681 |
Thereafter | 76,379 |
Finite-lived intangible assets, net | $ 221,581 |
Schedule of Indefinite Lived In
Schedule of Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Net carrying value | $ 332,199 | $ 607,548 |
Pegvaliase | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development acquired | 326,359 | 0 |
Kyndrisa | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development acquired | 0 | 533,064 |
Other exons acquired with Prosensa | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development acquired | 0 | 41,044 |
Reveglucosidase Alfa | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development acquired | 0 | 25,010 |
Other Acquired Pre-Clinical Compounds | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development acquired | $ 5,840 | $ 8,430 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment charge | $ 0 | $ 599,118,000 | $ 198,700,000 | $ 0 | ||
Indefinite-lived intangible assets | $ 607,548,000 | $ 332,199,000 | 332,199,000 | 607,548,000 | ||
Net gain on sale of intangible assets | $ 0 | 369,498,000 | $ 67,500,000 | |||
Medivation | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Upfront payment received | 410,000,000 | |||||
Milestone payments | 160,000,000 | $ 160,000,000 | ||||
IPR&D of Kyndrisa and Other Exon | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment charge | $ 574,100,000 | 198,700,000 | ||||
Indefinite-lived intangible assets | 0 | |||||
IPR&D of Reveglucosidase Alfa | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment charge | $ 25,000,000 | |||||
Talazoparib | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Net gain on sale of intangible assets | $ 369,500,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,141,362 | $ 982,810 |
Less: Accumulated depreciation | (342,594) | (278,603) |
Total property, plant and equipment, net | 798,768 | 704,207 |
Building and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 510,805 | 442,100 |
Manufacturing and Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 242,899 | 145,313 |
Computer Hardware and Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 129,506 | 113,442 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44,184 | 44,247 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,229 | 22,817 |
Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,881 | 4,881 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 55,412 | 45,727 |
Construction-in-Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 126,446 | $ 164,283 |
Property Plant and Equipment -
Property Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 73,200 | $ 50,100 | $ 44,300 |
Depreciation capitalized into inventory | $ 17,375 | $ 14,627 | $ 10,952 |
Schedule of Inventory (Detail)
Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 51,250 | $ 46,115 |
Work-in-process | 167,788 | 150,289 |
Finished goods | 136,088 | 75,279 |
Total inventory | $ 355,126 | $ 271,683 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory | $ 355,126 | $ 271,683 |
Vimizim PreQual Inventory | ||
Inventory [Line Items] | ||
Inventory | 30,000 | |
Brineura Inventory | ||
Inventory [Line Items] | ||
Inventory | $ 39,100 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||
Deposit for business acquisition | $ 0 | $ 371,756 |
Deposits | 10,722 | 8,606 |
Strategic investments | 4,064 | 18,056 |
Long-term forward foreign currency exchange contract assets | 8,194 | 3,533 |
Other | 9,835 | 6,693 |
Total other assets | $ 32,815 | $ 408,644 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||
Accounts payable and accrued operating expenses | $ 191,353 | $ 179,294 |
Accrued compensation expense | 109,038 | 95,345 |
Accrued rebates payable | 34,737 | 32,553 |
Accrued royalties payable | 15,151 | 10,412 |
Value added taxes payable | 7,848 | 6,377 |
Accrued income taxes | 0 | 59,572 |
Other | 12,378 | 8,958 |
Total accounts payable and accrued liabilities | $ 370,505 | $ 392,511 |
Schedule of Estimated Accrued R
Schedule of Estimated Accrued Rebates Reserve for Cash Discounts and Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accrued Rebates | |||
Supplemental Balance Sheet Information [Line Items] | |||
Balance at Beginning of Period | $ 32,553 | $ 14,859 | $ 10,429 |
Provision for Current Period Sales | 44,347 | 45,356 | 24,431 |
Provision/(Reversals) for Prior Period Sales | (5,205) | (1,245) | (1,159) |
Actual Charges Related to Current Period Sales | (23,879) | (18,421) | (12,768) |
Actual Charges Related to Prior Period Sales | (13,079) | (7,996) | (6,074) |
Balance at End of Period | 34,737 | 32,553 | 14,859 |
Reserve for Cash Discount | |||
Supplemental Balance Sheet Information [Line Items] | |||
Balance at Beginning of Period | 831 | 688 | 388 |
Provision for Current Period Sales | 8,889 | 7,402 | 6,435 |
Provision/(Reversals) for Prior Period Sales | (22) | 0 | 0 |
Actual Charges Related to Current Period Sales | (8,160) | (6,722) | (5,747) |
Actual Charges Related to Prior Period Sales | (650) | (537) | (388) |
Balance at End of Period | 888 | 831 | 688 |
Sales Return Reserve | |||
Supplemental Balance Sheet Information [Line Items] | |||
Balance at Beginning of Period | 40 | 0 | 907 |
Provision for Current Period Sales | 0 | 40 | 0 |
Provision/(Reversals) for Prior Period Sales | (40) | 0 | (907) |
Actual Charges Related to Current Period Sales | 0 | 0 | 0 |
Actual Charges Related to Prior Period Sales | 0 | 0 | 0 |
Balance at End of Period | 0 | 40 | 0 |
Allowance for Doubtful Accounts | |||
Supplemental Balance Sheet Information [Line Items] | |||
Balance at Beginning of Period | 93 | 490 | 529 |
Provision for Current Period Sales | 0 | 0 | 410 |
Provision/(Reversals) for Prior Period Sales | (20) | (397) | (319) |
Actual Charges Related to Current Period Sales | 0 | 0 | 0 |
Actual Charges Related to Prior Period Sales | 0 | 0 | (130) |
Balance at End of Period | $ 73 | $ 93 | $ 490 |
Summary of Designated Forward F
Summary of Designated Forward Foreign Currency Exchange Contracts Outstanding (Detail) - Foreign exchange contracts | 12 Months Ended | |||
Dec. 31, 2016EUR (€)Derivative | Dec. 31, 2016CADDerivative | Dec. 31, 2016COPDerivative | Dec. 31, 2016BRLDerivative | |
Maximum | ||||
Derivative [Line Items] | ||||
Maturity | Dec. 31, 2019 | |||
Derivatives Designated As Hedging Instruments | ||||
Derivative [Line Items] | ||||
Number of Contracts | 432 | 432 | 432 | 432 |
Derivatives Designated As Hedging Instruments | Euros | Purchase | ||||
Derivative [Line Items] | ||||
Number of Contracts | 82 | 82 | 82 | 82 |
Aggregate Notional Amount in Foreign Currency | € | € 104,200,000 | |||
Derivatives Designated As Hedging Instruments | Euros | Sell | ||||
Derivative [Line Items] | ||||
Number of Contracts | 311 | 311 | 311 | 311 |
Aggregate Notional Amount in Foreign Currency | € | € 340,200,000 | |||
Derivatives Designated As Hedging Instruments | Euros | Minimum | Purchase | ||||
Derivative [Line Items] | ||||
Maturity | Jan. 1, 2017 | |||
Derivatives Designated As Hedging Instruments | Euros | Minimum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Jan. 1, 2017 | |||
Derivatives Designated As Hedging Instruments | Euros | Maximum | Purchase | ||||
Derivative [Line Items] | ||||
Maturity | Dec. 31, 2019 | |||
Derivatives Designated As Hedging Instruments | Euros | Maximum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Dec. 31, 2019 | |||
Derivatives Designated As Hedging Instruments | Canadian Dollars | Sell | ||||
Derivative [Line Items] | ||||
Number of Contracts | 24 | 24 | 24 | 24 |
Aggregate Notional Amount in Foreign Currency | CAD | CAD 23,300,000 | |||
Derivatives Designated As Hedging Instruments | Canadian Dollars | Minimum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Jan. 1, 2017 | |||
Derivatives Designated As Hedging Instruments | Canadian Dollars | Maximum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Dec. 31, 2017 | |||
Derivatives Designated As Hedging Instruments | Colombian Pesos | Sell | ||||
Derivative [Line Items] | ||||
Number of Contracts | 12 | 12 | 12 | 12 |
Aggregate Notional Amount in Foreign Currency | COP | COP 62,304,000,000 | |||
Derivatives Designated As Hedging Instruments | Colombian Pesos | Minimum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Jan. 1, 2017 | |||
Derivatives Designated As Hedging Instruments | Colombian Pesos | Maximum | Sell | ||||
Derivative [Line Items] | ||||
Maturity | Dec. 31, 2017 | |||
Derivatives Designated As Hedging Instruments | Brazilian Reais | Sell | ||||
Derivative [Line Items] | ||||
Number of Contracts | 3 | 3 | 3 | 3 |
Aggregate Notional Amount in Foreign Currency | BRL | BRL 64,500,000 | |||
Maturity | May 31, 2017 |
Derivative Instruments and He74
Derivative Instruments and Hedging Strategies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Gain (Loss) from foreign currency exchange contracts in accumulated other comprehensive income | $ 13 | $ 13.6 | $ 15.9 |
Foreign Currency Derivatives | |||
Derivative [Line Items] | |||
Amount reclassified from accumulated other comprehensive income to earnings as related to forecasted revenue and operating expense transactions | $ 7.1 | ||
Maximum length of time over which hedging its exposure to the reduction in value of forecasted foreign currency cash flows through foreign currency forward contracts | 12 months | ||
Foreign Currency Derivatives | Maximum | |||
Derivative [Line Items] | |||
Maturity period of foreign currency derivatives | Dec. 31, 2019 |
Summary of Non-Designated Forwa
Summary of Non-Designated Forward Foreign Currency Exchange Contracts Outstanding (Detail) - Foreign exchange contracts | 12 Months Ended | |
Dec. 31, 2016EUR (€)Derivative | Dec. 31, 2016GBP (£)Derivative | |
Maximum | ||
Derivative [Line Items] | ||
Maturity | Dec. 31, 2019 | |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Number of Contracts | 2 | 2 |
Not Designated as Hedging Instrument | Euros | Purchase | ||
Derivative [Line Items] | ||
Number of Contracts | 1 | 1 |
Aggregate Notional Amount in Foreign Currency | € | € 94,900,000 | |
Maturity | Jan. 1, 2017 | |
Not Designated as Hedging Instrument | British Pounds | Sell | ||
Derivative [Line Items] | ||
Number of Contracts | 1 | 1 |
Aggregate Notional Amount in Foreign Currency | £ | £ 2,700,000 | |
Maturity | Jan. 1, 2017 |
Derivative Instruments and He76
Derivative Instruments and Hedging Strategies (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | |||
Derivative Asset, Fair Value | $ 22,206 | $ 14,011 | |
Derivative Liability, Fair Value | 7,543 | $ 5,065 | |
Derivatives Designated As Hedging Instruments | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value | 21,242 | 14,011 | |
Derivative Liability, Fair Value | 7,518 | 5,043 | |
Derivatives Designated As Hedging Instruments | Forward Foreign Currency Exchange Contracts | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value | 13,048 | 10,478 | |
Derivatives Designated As Hedging Instruments | Forward Foreign Currency Exchange Contracts | Other Assets | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value | 8,194 | 3,533 | |
Derivatives Designated As Hedging Instruments | Forward Foreign Currency Exchange Contracts | Accounts Payable and Accrued Liabilities | |||
Derivative [Line Items] | |||
Derivative Liability, Fair Value | 5,176 | 1,986 | |
Derivatives Designated As Hedging Instruments | Forward Foreign Currency Exchange Contracts | Other Long-Term Liabilities | |||
Derivative [Line Items] | |||
Derivative Liability, Fair Value | 2,342 | 3,057 | |
Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value | 964 | 0 | |
Derivative Liability, Fair Value | 25 | 22 | |
Not Designated as Hedging Instrument | Forward Foreign Currency Exchange Contracts | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value | 964 | $ 0 | |
Not Designated as Hedging Instrument | Forward Foreign Currency Exchange Contracts | Accounts Payable and Accrued Liabilities | |||
Derivative [Line Items] | |||
Derivative Liability, Fair Value | $ 25 | $ 22 |
Effect of Derivative Instrument
Effect of Derivative Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gain recognized in Other Comprehensive Income (OCI) | $ 13,000 | $ 13,600 | $ 15,900 | |
Forward Foreign Currency Exchange Contracts | Derivatives Designated As Hedging Instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gain recognized in Other Comprehensive Income (OCI) | [1] | 9,677 | 17,300 | 18,078 |
Net gain reclassified from accumulated OCI into earnings | [2] | 6,529 | 19,604 | 643 |
Net gain (loss) recognized in net loss | [3] | 5,070 | (727) | (294) |
Forward Foreign Currency Exchange Contracts | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gain (loss) recognized in net loss | [4] | $ (8,687) | $ 4,493 | $ 8,010 |
[1] | Net change in the fair value of the effective portion classified as OCI. | |||
[2] | Effective portion classified as Net Product Revenues and SG&A expense. | |||
[3] | Ineffective portion and amount excluded from effectiveness testing classified as SG&A expense | |||
[4] | Classified as SG&A expense. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities | $ 954,058 | $ 621,231 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 408,330 | 397,040 | |
Fair value of Available-for-sale securities | 954,058 | 621,231 | |
Fair value of other current assets | 17,929 | 18,266 | |
Fair value of other non-current assets | 21,379 | 27,951 | |
Fair value of financial assets, Total | 1,401,696 | 1,064,488 | |
Fair value of other current liabilities | 53,764 | 56,545 | |
Fair value of other non-current liabilities | 144,076 | 66,423 | |
Fair value of financial liabilities, Total | 197,840 | 122,968 | |
Fair Value, Measurements, Recurring | Overnight Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 235,571 | 290,731 | |
Fair Value, Measurements, Recurring | Money Market Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 172,759 | 106,309 | |
Fair Value, Measurements, Recurring | Nonqualified Deferred Compensation Plan Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 2,236 | 1,591 | |
Fair value of other non-current liabilities | 26,424 | 30,703 | |
Fair Value, Measurements, Recurring | Forward Foreign Currency Exchange Contract, Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | [1] | 5,201 | 2,008 |
Fair value of other non-current liabilities | [1] | 2,342 | 3,057 |
Fair Value, Measurements, Recurring | Contingent Acquisition Consideration Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 46,327 | 52,946 | |
Fair value of other non-current liabilities | 115,310 | 32,663 | |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 235,571 | 290,731 | |
Fair value of Available-for-sale securities | 0 | 0 | |
Fair value of other current assets | 0 | 0 | |
Fair value of other non-current assets | 4,064 | 18,056 | |
Fair value of financial assets, Total | 239,635 | 308,787 | |
Fair value of other current liabilities | 2,073 | 1,151 | |
Fair value of other non-current liabilities | 17,303 | 24,341 | |
Fair value of financial liabilities, Total | 19,376 | 25,492 | |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | Overnight Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 235,571 | 290,731 | |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | Money Market Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | Nonqualified Deferred Compensation Plan Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 2,073 | 1,151 | |
Fair value of other non-current liabilities | 17,303 | 24,341 | |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | Forward Foreign Currency Exchange Contract, Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | [1] | 0 | 0 |
Fair value of other non-current liabilities | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Price In Active Markets For Identical Assets (Level 1) | Contingent Acquisition Consideration Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 0 | 0 | |
Fair value of other non-current liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 172,759 | 106,309 | |
Fair value of Available-for-sale securities | 954,058 | 621,231 | |
Fair value of other current assets | 17,929 | 18,266 | |
Fair value of other non-current assets | 17,315 | 9,895 | |
Fair value of financial assets, Total | 1,162,061 | 755,701 | |
Fair value of other current liabilities | 5,364 | 2,448 | |
Fair value of other non-current liabilities | 11,463 | 9,419 | |
Fair value of financial liabilities, Total | 16,827 | 11,867 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Overnight Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money Market Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 172,759 | 106,309 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Nonqualified Deferred Compensation Plan Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 163 | 440 | |
Fair value of other non-current liabilities | 9,121 | 6,362 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Forward Foreign Currency Exchange Contract, Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | [1] | 5,201 | 2,008 |
Fair value of other non-current liabilities | [1] | 2,342 | 3,057 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Contingent Acquisition Consideration Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 0 | 0 | |
Fair value of other non-current liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 0 | 0 | |
Fair value of Available-for-sale securities | 0 | 0 | |
Fair value of other current assets | 0 | 0 | |
Fair value of other non-current assets | 0 | 0 | |
Fair value of financial assets, Total | 0 | 0 | |
Fair value of other current liabilities | 46,327 | 52,946 | |
Fair value of other non-current liabilities | 115,310 | 32,663 | |
Fair value of financial liabilities, Total | 161,637 | 85,609 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Overnight Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money Market Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Nonqualified Deferred Compensation Plan Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 0 | 0 | |
Fair value of other non-current liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Forward Foreign Currency Exchange Contract, Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | [1] | 0 | 0 |
Fair value of other non-current liabilities | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Contingent Acquisition Consideration Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current liabilities | 46,327 | 52,946 | |
Fair value of other non-current liabilities | 115,310 | 32,663 | |
Fair Value, Measurements, Recurring | Certificates of Deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 2,800 | 56,951 | |
Fair value of Available-for-sale securities, non-current | 6,969 | ||
Fair Value, Measurements, Recurring | Certificates of Deposit | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | ||
Fair Value, Measurements, Recurring | Certificates of Deposit | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 2,800 | 56,951 | |
Fair value of Available-for-sale securities, non-current | 6,969 | ||
Fair Value, Measurements, Recurring | Certificates of Deposit | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | ||
Fair Value, Measurements, Recurring | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 193,974 | 42,673 | |
Fair value of Available-for-sale securities, non-current | 437,150 | 315,240 | |
Fair Value, Measurements, Recurring | Corporate Debt Securities | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | Corporate Debt Securities | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 193,974 | 42,673 | |
Fair value of Available-for-sale securities, non-current | 437,150 | 315,240 | |
Fair Value, Measurements, Recurring | Corporate Debt Securities | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | Commercial Paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 16,075 | 12,733 | |
Fair Value, Measurements, Recurring | Commercial Paper | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair Value, Measurements, Recurring | Commercial Paper | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 16,075 | 12,733 | |
Fair Value, Measurements, Recurring | Commercial Paper | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair Value, Measurements, Recurring | U.S. Government Agency Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 168,499 | 83,222 | |
Fair value of Available-for-sale securities, non-current | 135,426 | 103,316 | |
Fair Value, Measurements, Recurring | U.S. Government Agency Securities | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | U.S. Government Agency Securities | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 168,499 | 83,222 | |
Fair value of Available-for-sale securities, non-current | 135,426 | 103,316 | |
Fair Value, Measurements, Recurring | U.S. Government Agency Securities | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, current | 0 | 0 | |
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | Greek Government-Issued Bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, non-current | 134 | 127 | |
Fair Value, Measurements, Recurring | Greek Government-Issued Bonds | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | Greek Government-Issued Bonds | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, non-current | 134 | 127 | |
Fair Value, Measurements, Recurring | Greek Government-Issued Bonds | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Available-for-sale securities, non-current | 0 | 0 | |
Fair Value, Measurements, Recurring | Nonqualified Deferred Compensation Plan Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | 163 | 440 | |
Fair value of other non-current assets | 9,121 | 6,362 | |
Fair Value, Measurements, Recurring | Nonqualified Deferred Compensation Plan Assets | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | 0 | 0 | |
Fair value of other non-current assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Nonqualified Deferred Compensation Plan Assets | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | 163 | 440 | |
Fair value of other non-current assets | 9,121 | 6,362 | |
Fair Value, Measurements, Recurring | Nonqualified Deferred Compensation Plan Assets | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | 0 | 0 | |
Fair value of other non-current assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Forward Foreign Current Exchange Contract Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [1] | 14,012 | 10,478 |
Fair value of other non-current assets | [1] | 8,194 | 3,533 |
Fair Value, Measurements, Recurring | Forward Foreign Current Exchange Contract Assets | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [1] | 0 | 0 |
Fair value of other non-current assets | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Forward Foreign Current Exchange Contract Assets | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [1] | 14,012 | 10,478 |
Fair value of other non-current assets | [1] | 8,194 | 3,533 |
Fair Value, Measurements, Recurring | Forward Foreign Current Exchange Contract Assets | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [1] | 0 | 0 |
Fair value of other non-current assets | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Restrictive Investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [2] | 3,754 | 7,348 |
Fair Value, Measurements, Recurring | Restrictive Investments | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Restrictive Investments | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [2] | 3,754 | 7,348 |
Fair Value, Measurements, Recurring | Restrictive Investments | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other current assets | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Strategic Investment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other non-current assets | [3] | 4,064 | 18,056 |
Fair Value, Measurements, Recurring | Strategic Investment | Quoted Price In Active Markets For Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other non-current assets | [3] | 4,064 | 18,056 |
Fair Value, Measurements, Recurring | Strategic Investment | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other non-current assets | [3] | 0 | 0 |
Fair Value, Measurements, Recurring | Strategic Investment | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of other non-current assets | [3] | $ 0 | $ 0 |
[1] | See Note 11 to these Consolidated Financial Statements for further information regarding the derivative instruments. | ||
[2] | The restricted investments at December 31, 2016 and 2015 secure the Company’s irrevocable standby letter of credit obtained in connection with certain commercial agreements. | ||
[3] | The Company has investments in marketable equity securities measured using quoted prices in an active market that are considered strategic investments. See Note 6 to these Consolidated Financial Statements for additional discussion regarding the Company’s strategic investments. |
Liabilities Measured at Fair Va
Liabilities Measured at Fair Value Using Level 3 Inputs (Detail) - Contingent Payment $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent acquisition consideration payable, Beginning balance | $ 85,609 |
Addition of contingent acquisition consideration payable related to the purchase of the Merck PKU Business | 138,974 |
Changes in the fair value of contingent acquisition consideration payable for continuing development programs | 6,825 |
Foreign exchange remeasurement of Euro denominated contingent acquisition consideration payable | (5,785) |
Contingent acquisition consideration payable, Ending balance | 161,637 |
Kyndrisa | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Reduction of fair value related to termination of development program | (43,652) |
Reveglucosidase Alfa | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Reduction of fair value related to termination of development program | $ (20,334) |
Asset Retirement Obligation Lia
Asset Retirement Obligation Liability and Corresponding Capital Asset (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset retirement obligations, Beginning balance | $ 4,704 |
Accretion expense | 107 |
Additions | 0 |
Settlements and reversals | (665) |
Asset retirement obligations, Ending balance | $ 4,146 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Oct. 15, 2013USD ($) | Nov. 30, 2016USD ($) | Oct. 31, 2013USD ($) | Apr. 30, 2007USD ($)$ / shares | Dec. 31, 2016USD ($)sharesInvestmentd$ / Option | Dec. 31, 2015USD ($)Agreementshares | Dec. 31, 2014USD ($)Agreementshares | Feb. 13, 2015USD ($)$ / shares |
Revolving Credit Facility | ||||||||
Debt Conversion [Line Items] | ||||||||
Maturity date of convertible debt | Nov. 29, 2018 | |||||||
Amortization expense | $ 600,000 | |||||||
Maximum borrowing capacity | 100,000,000 | |||||||
Frequency of interest payment | quarterly | |||||||
Outstanding amount | $ 0 | |||||||
Debt instrument liquidity covenant assets, maximum | 225,000,000 | |||||||
Letter of credit subfacility | ||||||||
Debt Conversion [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
Swing line loan subfacility | ||||||||
Debt Conversion [Line Items] | ||||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||
Convertible Senior Notes | ||||||||
Debt Conversion [Line Items] | ||||||||
Amortization expense | $ 3,367,000 | $ 3,294,000 | $ 3,332,000 | |||||
Convertible Notes due 2018 and due 2020 | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, aggregate principal amount | $ 750,000,000 | |||||||
Repurchase of note principal amount | 100.00% | |||||||
Notes converted, number of shares | Investment | 7,965,975 | |||||||
Conversion rate of shares | shares | 10.6213 | |||||||
Principal amount on conversion rate | $ 1,000 | |||||||
Debt instrument, convertible, conversion price, per share | $ / shares | $ 94.15 | |||||||
Consecutive common stock trading days | 30 days | |||||||
Debt instrument convertible threshold percentage | 130.00% | |||||||
Number of business day period | 5 days | |||||||
Trading price percentage on reported sale price of common stock | 98.00% | |||||||
Carrying value of equity component | $ 156,200,000 | |||||||
Debt issuance costs | $ 23,800,000 | |||||||
Effective interest rate on liability component | 7.50% | 7.30% | 7.50% | |||||
Common stock shares covered under capped call transactions | shares | 3,982,988 | |||||||
Strike price | $ / Option | 94.15 | |||||||
Cap price | $ / Option | 121.05 | |||||||
Payment for capped calls transactions | $ 29,800,000 | |||||||
Convertible Notes due 2018 and due 2020 | Minimum | ||||||||
Debt Conversion [Line Items] | ||||||||
Common stock trading day | d | 20 | |||||||
Convertible Notes due 2018 and due 2020 | Convertible Senior Notes | ||||||||
Debt Conversion [Line Items] | ||||||||
Net proceeds from offering debt | 726,200,000 | |||||||
Debt Instrument, unamortized discount | $ 161,300,000 | |||||||
Offering costs | $ 5,100,000 | |||||||
Convertible Notes due 2018 | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, aggregate principal amount | $ 375,000,000 | |||||||
Debt instrument, interest rate, stated percentage, per annum | 0.75% | 0.70% | ||||||
Debt Instrument, unamortized discount | $ 27,566,000 | $ 41,904,000 | ||||||
Carrying value of equity component | 374,980,000 | 374,980,000 | ||||||
Offering costs | 3,484,000 | 5,415,000 | ||||||
Amortization expense | $ 1,931,000 | 1,921,000 | $ 1,910,000 | |||||
Convertible Notes due 2020 | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, aggregate principal amount | $ 375,000,000 | |||||||
Debt instrument, interest rate, stated percentage, per annum | 1.50% | 1.50% | ||||||
Debt Instrument, unamortized discount | $ 53,239,000 | 65,478,000 | ||||||
Carrying value of equity component | 374,993,000 | 374,993,000 | ||||||
Offering costs | 4,923,000 | 6,210,000 | ||||||
Amortization expense | 1,288,000 | 1,283,000 | 1,279,000 | |||||
Convertible Notes due 2017 | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage, per annum | 1.875% | |||||||
Debt instrument, convertible, conversion price, per share | $ / shares | $ 20.36 | |||||||
Carrying value of equity component | 22,503,000 | 31,430,000 | ||||||
Offering costs | 25,000 | 110,000 | ||||||
Debt instrument, aggregate principal amount | $ 324,900,000 | |||||||
Maturity date of convertible debt | Apr. 23, 2017 | |||||||
Payments of debt issuance costs | $ 8,500,000 | |||||||
Amortization expense | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Number of agreements | Agreement | 3 | 2 | ||||||
Convertible Notes due 2017 | 2015 Induced Conversion | ||||||||
Debt Conversion [Line Items] | ||||||||
Notes converted, number of shares | shares | 438,462 | 399,469 | 809,351 | |||||
Convertible notes aggregate principal | $ 8,900,000 | $ 8,100,000 | $ 16,500,000 | |||||
Convertible cash premium paid to holder for agreeing to convert | $ 200,000 | 700,000 | ||||||
Convertible Notes due 2017 | Convertible Senior Notes | 2015 Induced Conversion | ||||||||
Debt Conversion [Line Items] | ||||||||
Convertible cash premium paid to holder for agreeing to convert | $ 700,000 |
Summary of Additional Interest
Summary of Additional Interest Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Interest Expenses [Line Items] | |||
Total | $ 29,796 | $ 28,404 | $ 27,082 |
Convertible Notes due 2018 | |||
Schedule Of Interest Expenses [Line Items] | |||
Amortization of issuance costs | 1,931 | 1,921 | 1,910 |
Accretion of discount on convertible notes | 14,337 | 13,633 | 12,963 |
Convertible Notes due 2020 | |||
Schedule Of Interest Expenses [Line Items] | |||
Amortization of issuance costs | 1,288 | 1,283 | 1,279 |
Accretion of discount on convertible notes | $ 12,240 | $ 11,567 | $ 10,930 |
Summary of Convertible Debt (De
Summary of Convertible Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Convertible Notes, net of unamortized deferred offering costs | $ 22,478 | $ 0 | |
Convertible Notes, net of unamortized discount and deferred offering costs | 660,761 | 662,286 | |
Total convertible debt, net | 683,239 | 662,286 | |
Convertible Notes, fair value | 956,933 | 1,147,301 | |
Convertible Notes due 2017 | |||
Debt Instrument [Line Items] | |||
Convertible Notes | 22,503 | 31,430 | |
Convertible debt, Unamortized deferred offering costs | (25) | (110) | |
Convertible Notes, net of unamortized deferred offering costs | 22,478 | 31,320 | |
Convertible Notes, fair value | [1] | 90,977 | 162,016 |
Convertible Notes due 2020 | |||
Debt Instrument [Line Items] | |||
Convertible Notes | 374,993 | 374,993 | |
Convertible debt, unamortized discount | (53,239) | (65,478) | |
Convertible debt, Unamortized deferred offering costs | (4,923) | (6,210) | |
Convertible Notes, net of unamortized discount and deferred offering costs | 316,831 | 303,305 | |
Convertible Notes, fair value | [1] | 442,754 | 502,701 |
Convertible Notes due 2018 | |||
Debt Instrument [Line Items] | |||
Convertible Notes | 374,980 | 374,980 | |
Convertible debt, unamortized discount | (27,566) | (41,904) | |
Convertible debt, Unamortized deferred offering costs | (3,484) | (5,415) | |
Convertible Notes, net of unamortized discount and deferred offering costs | 343,930 | 327,661 | |
Convertible Notes, fair value | [1] | $ 423,202 | $ 482,584 |
[1] | The fair value of the Company’s fixed rate convertible debt is based on open market trades and is classified as Level 1 in the fair value hierarchy. |
Summary of Interest Expense on
Summary of Interest Expense on Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Interest Expenses [Line Items] | |||
Total interest expense on convertible debt | $ 39,499 | $ 38,244 | $ 36,642 |
Convertible Senior Notes | |||
Schedule Of Interest Expenses [Line Items] | |||
Coupon interest | 9,555 | 9,750 | 9,417 |
Amortization of issuance costs | 3,367 | 3,294 | 3,332 |
Accretion of discount on convertible notes | 26,577 | 25,200 | 23,893 |
Total interest expense on convertible debt | $ 39,499 | $ 38,244 | $ 36,642 |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss, basic | $ (630,210) | $ (171,799) | $ (133,969) |
Gain on common stock held by the NQDC | (3,184) | ||
Net loss, diluted | $ (633,394) | $ (171,799) | $ (133,969) |
Weighted-average common shares outstanding, basic | 165,985 | 160,025 | 146,349 |
Common shares held by the NQDC | 234 | 0 | 0 |
Weighted-average common shares outstanding, diluted | 166,219 | 160,025 | 146,349 |
Net loss per common share, basic | $ (3.80) | $ (1.07) | $ (0.92) |
Net loss per common share, diluted | $ (3.81) | $ (1.07) | $ (0.92) |
Anti-Dilutive Common Stock Excl
Anti-Dilutive Common Stock Excluded From Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 20,791 | 22,135 | 23,254 |
Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 8,856 | 10,323 | 11,477 |
Common stock issuable under the 2017 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 1,105 | 1,544 | 1,992 |
Common stock issuable under the 2018 and 2020 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 7,966 | 7,966 | 7,966 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 2,618 | 1,743 | 1,244 |
Common stock potentially issuable for ESPP purchases | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 246 | 316 | 351 |
Common stock held by the NQDC | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential shares of common stock excluded from computation of earnings (loss) per share as they are anti-dilutive | 0 | 243 | 224 |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 15, 2013 |
Convertible Notes due 2018 | ||||
Earnings Per Share [Line Items] | ||||
Debt instrument, interest rate, stated percentage, per annum | 0.70% | 0.75% | ||
The Notes | ||||
Earnings Per Share [Line Items] | ||||
Debt instrument, convertible, conversion price, per share | $ 94.15 | $ 94.15 | $ 94.15 | |
Convertible Notes due 2020 | ||||
Earnings Per Share [Line Items] | ||||
Debt instrument, interest rate, stated percentage, per annum | 1.50% | 1.50% |
Provision for Benefit from Inco
Provision for Benefit from Income Taxes Based Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. Source | $ 10,696 | $ 182,215 | $ 49,411 |
Non-U.S. Source | (841,746) | (336,939) | (174,279) |
Loss before income taxes | $ (831,050) | $ (154,724) | $ (124,868) |
Components of Provision for (Be
Components of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
Federal | $ 22,239 | $ 84,743 | $ 28,093 |
State and local | 1,418 | 5,323 | 3,011 |
Foreign | 3,557 | 3,836 | 3,614 |
Current income tax expense, total | 27,214 | 93,902 | 34,718 |
Federal | (78,428) | (17,741) | (20,367) |
State and local | (6,012) | (8,770) | (4,982) |
Foreign | (143,614) | (50,316) | (268) |
Deferred income tax expense (benefit), total | (228,054) | (76,827) | (25,617) |
Provision for (benefit from) income taxes | $ (200,840) | $ 17,075 | $ 9,101 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Impairment | $ 5,017 | $ 5,005 | |
Deferred income taxes | (228,054) | (76,827) | $ (25,617) |
Net operating loss carryforwards | 49,787 | 44,942 | |
Valuation allowance increase | 5,300 | $ 59,900 | |
Unrecognized tax benefits that would affect the effective tax rate if recognized | 103,200 | ||
Undistributed earnings of foreign subsidiaries | $ 3,900 | ||
Minimum | |||
Income Tax Contingency [Line Items] | |||
Income Tax Statute Of Limitations Period | 3 years | ||
Maximum | |||
Income Tax Contingency [Line Items] | |||
Income Tax Statute Of Limitations Period | 5 years | ||
Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 18,900 | ||
Research credit carry forward | $ 377,400 | ||
Federal | Minimum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,028 | ||
Research credit carryovers if not utilized, expiration date | 2,024 | ||
Federal | Maximum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,033 | ||
Research credit carryovers if not utilized, expiration date | 2,036 | ||
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 174,700 | ||
Research credit carry forward | $ 71,700 | ||
State | Minimum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,017 | ||
Research credit carryovers if not utilized, expiration date | 2,019 | ||
State | Maximum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,036 | ||
Dutch | Foreign | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 125,100 | ||
Dutch | Foreign | Minimum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,017 | ||
Dutch | Foreign | Maximum | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forward if not utilized, expiration date | 2,025 | ||
Dutch | Kyndrisa | IPR&D | |||
Income Tax Contingency [Line Items] | |||
Impairment | $ 539,200 | ||
Deferred income taxes | $ 143,500 |
Reconciliation of Statutory Fed
Reconciliation of Statutory Federal Income Tax Rate to Company Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes | 0.40% | (2.20%) | (1.60%) |
Orphan Drug & General Business Credit | 7.50% | 34.80% | 29.30% |
Stock compensation expense | 4.60% | (2.80%) | (2.40%) |
Changes in the fair value of contingent acquisition consideration payable | 0.90% | 0.20% | (3.60%) |
Subpart F income | (8.40%) | (9.20%) | |
Foreign tax rate differential | (18.60%) | (46.20%) | (51.50%) |
Section 162(m) limitation | (5.40%) | (1.30%) | (1.70%) |
Other | 0.30% | (1.60%) | (1.90%) |
Valuation allowance/deferred benefit | (0.50%) | (18.50%) | 0.30% |
Effective income tax rate | 24.20% | (11.00%) | (7.30%) |
Components of Company Net Defer
Components of Company Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 49,787 | $ 44,942 |
Tax credit carryforwards | 352,535 | 143,987 |
Accrued expenses, reserves, and prepaids | 77,904 | 79,029 |
Intangible assets | 26,751 | 16,177 |
Stock-based compensation | 47,713 | 49,322 |
Inventory | 15,581 | 18,942 |
Impairment | 5,017 | 5,005 |
Other | 1,415 | 1,155 |
Valuation allowance | (73,037) | (67,708) |
Total deferred tax assets | 503,666 | 290,851 |
Joint venture basis difference | (1,714) | (1,888) |
Acquired intangibles | (8,773) | (162,689) |
Convertible notes discount | (24,394) | (32,162) |
Property, plant and equipment | (22,103) | (13,192) |
Unrealized (gains) losses | 104 | (4,256) |
Total deferred tax liabilities | (56,880) | (214,187) |
Net deferred tax assets | $ 446,786 | $ 76,664 |
Reconciliation of Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of period | $ 86,731 | $ 71,663 |
Additions based on tax positions related to the current year | 15,982 | 13,614 |
Additions for tax positions of prior years | 497 | 1,454 |
Balance at end of period | $ 103,210 | $ 86,731 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity [Line Items] | ||
Share based awards, authorized | 27,200,000 | |
Options outstanding | 8,856,208 | 10,322,903 |
Common Stock | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 3 years | |
Board of Directors Chairman | ||
Stockholders Equity [Line Items] | ||
Outstanding options expiration term, years | 10 years | |
Options to purchase shares of common stock, percentage | 100.00% | |
Independent Director | Common Stock | ||
Stockholders Equity [Line Items] | ||
Initial equity grant value | $ 550,000 | |
Average closing price of common stock, trailing period | 3 months | |
Additional equity grant value | $ 375,000 | |
Stock Option | Board of Directors Chairman | ||
Stockholders Equity [Line Items] | ||
Options to purchase shares of common stock, percentage | 50.00% | |
Stock Option | Independent Director | ||
Stockholders Equity [Line Items] | ||
Options to purchase shares of common stock, percentage | 60.00% | |
Employee Stock Purchase Plan | ||
Stockholders Equity [Line Items] | ||
Share based awards, authorized | 3,500,000 | |
Shares reserved for future issuance | 800,000 | |
Percentage of fair market value of the stock purchased | 85.00% | |
Span of offering period, in years | 2 years | |
Maximum percentage of qualified compensation to be used for purchase | 10.00% | |
Maximum payroll deductions | $ 25,000 | |
Shares issued under the Employee Stock Purchase Plan | 200,000 | |
Unvested restricted stock units | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 1 year | |
Unvested restricted stock units | Common Stock | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 1 year | |
Unvested restricted stock units | Board of Directors Chairman | ||
Stockholders Equity [Line Items] | ||
Options to purchase shares of common stock, percentage | 50.00% | |
Unvested restricted stock units | Independent Director | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 3 years | |
Options to purchase shares of common stock, percentage | 40.00% | |
Share Incentive Plan | ||
Stockholders Equity [Line Items] | ||
Share based awards, authorized | 41,500,000 | |
Shares reserved for future issuance | 24,300,000 | |
Options outstanding | 8,900,000 | |
Share Incentive Plan | Stock Option | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 4 years | |
Initial time period vesting requirements, months | 6 months | |
Outstanding options expiration term, years | 10 years | |
Share Incentive Plan | Restricted Stock With Service Based Vesting Conditions | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 4 years | |
Share Incentive Plan | Restricted Stock With Service Based Vesting Conditions | Board of Directors Chairman | ||
Stockholders Equity [Line Items] | ||
Vesting period, years | 1 year |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Compensation Related Costs [Abstract] | |||
Shares, Options outstanding as of December 31, 2015 | 10,322,903 | ||
Shares, Granted | 847,450 | ||
Shares, Exercised | (2,129,090) | ||
Shares, Expired and forfeited | (185,055) | ||
Shares, Options outstanding as of December 31, 2016 | 8,856,208 | 10,322,903 | |
Shares, Options expected to vest at December 31, 2016 | 1,753,013 | ||
Shares, Exercisable at December 31, 2016 | 7,103,016 | ||
Weighted Average Exercise Price, Outstanding as of December 31, 2015 | $ 44.50 | ||
Weighted Average Exercise Price, Granted | 84.31 | ||
Weighted Average Exercise Price, Exercised | 29.23 | ||
Weighted Average Exercise Price, Expired and forfeited | 84.78 | ||
Weighted Average Exercise Price, Outstanding as of December 31, 2016 | 51.13 | $ 44.50 | |
Weighted Average Exercise Price, Expected to Vest at December 31, 2016 | 84.38 | ||
Weighted Average Exercise Price, Exercisable at December 31, 2016 | $ 42.92 | ||
Weighted Average Remaining Years, Options outstanding | 5 years 4 months 24 days | 5 years 7 months 6 days | |
Options expected to vest at December 31, 2016 | 8 years 3 months 18 days | ||
Weighted Average Remaining Years, Exercisable at December 31, 2016 | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value, Options outstanding | [1] | $ 630,949 | |
Aggregate Intrinsic Value, Options outstanding | [1] | 304,356 | $ 630,949 |
Aggregate Intrinsic Value, Options expected to vest at December 31, 2016 | [1] | 10,707 | |
Aggregate Intrinsic Value, Exercisable at December 31, 2016 | [1] | $ 293,646 | |
[1] | The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $82.84, the closing price of the Company’s common stock on December 31, 2016. |
Summary of Stock Option Activ96
Summary of Stock Option Activity (Parenthetical) (Detail) | Dec. 31, 2016$ / shares |
Compensation Related Costs [Abstract] | |
Closing price of common stock | $ 82.84 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 15, 2016shares | Mar. 03, 2015shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value per option granted | $ / shares | $ 40.70 | $ 56.76 | $ 30.93 | ||
Total intrinsic value of options exercised | $ 127,400 | $ 146,600 | $ 130,100 | ||
Options in-the-money | shares | 7,400 | ||||
Recognized compensation costs | $ 134,641 | 111,525 | 86,410 | ||
Stock-based compensation capitalized to inventory | 11,400 | 11,100 | 8,200 | ||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | 45,500 | 41,500 | 41,100 | ||
Unrecognized compensation cost related to unvested awards | $ 63,400 | ||||
Unrecognized compensation cost expected to recognized over weighted average period, in years | 2 years 4 months 24 days | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | $ 10,100 | 7,100 | 4,800 | ||
Unrecognized compensation cost related to unvested awards | $ 13,800 | ||||
Unrecognized compensation cost expected to recognized over weighted average period, in years | 1 year 9 months 18 days | ||||
Restricted Stock With Service Based Vesting Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | $ 74,700 | $ 47,900 | $ 21,300 | ||
Unrecognized compensation cost related to unvested awards | $ 168,500 | ||||
Unrecognized compensation cost expected to recognized over weighted average period, in years | 2 years 7 months 6 days | ||||
Weighted-average fair value per RSU granted | $ / shares | $ 84.18 | $ 119.86 | $ 64.37 | ||
The total fair value of restricted stock vested and released | $ 63,500 | $ 59,500 | $ 22,900 | ||
Granted restricted stock units | shares | 2,444,966 | 2,147,209 | |||
Restricted Stock With Performance and Market Based Vesting Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | $ 1,100 | $ 5,800 | $ 12,900 | ||
Weighted-average fair value per RSU granted | $ / shares | $ 34.66 | ||||
Granted restricted stock units | shares | 860,000 | ||||
Restricted stock units, earned | shares | 799,800 | ||||
2016 Base Restricted Stock Unit Awards with Performance Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | $ 3,000 | ||||
Weighted-average fair value per RSU granted | $ / shares | $ 83.43 | ||||
Granted restricted stock units | shares | 130,310 | ||||
Award vesting service period | 3 years | ||||
2015 Base Restricted Stock Unit Awards with Performance Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation costs | $ 2,300 | $ 1,800 | |||
Unrecognized compensation cost related to unvested awards | $ 11,000 | ||||
Unrecognized compensation cost expected to recognized over weighted average period, in years | 2 years | ||||
Weighted-average fair value per RSU granted | $ / shares | $ 108.36 | ||||
Granted restricted stock units | shares | 58,300 | ||||
Revenue multiplier | 1.03 | 1.11 | |||
Award vesting service period | 3 years | ||||
Number of units that could vest if performance condition is achieved and a revenue multiplier is applied | shares | 134,219 | 64,713 | |||
2015 Base Restricted Stock Unit Awards with Performance Conditions | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Revenue multiplier | 0.80 | 0.80 | |||
2015 Base Restricted Stock Unit Awards with Performance Conditions | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Revenue multiplier | 1.20 | 1.20 |
Assumptions Used to Estimate Pe
Assumptions Used to Estimate Per Share Fair Value of Stock Options Granted (Detail) - Stock Option | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 36.00% | 36.00% | 44.00% |
Expected volatility, maximum | 44.00% | 45.00% | 45.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 6 years 10 months 24 days | ||
Risk-free interest rate, minimum | 1.10% | 1.50% | 1.80% |
Risk-free interest rate, maximum | 2.30% | 2.20% | 2.30% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 5 years | 6 years 4 months 24 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 8 years 1 month 6 days | 8 years |
Assumptions Used to Estimate 99
Assumptions Used to Estimate Per Share Fair Value of Stock Purchase Rights Granted (Detail) - Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 42.00% | 36.00% | 38.00% |
Expected volatility, maximum | 50.00% | 38.00% | 39.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.40% | 0.10% | 0.10% |
Risk-free interest rate, maximum | 0.80% | 0.80% | 0.50% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 months | 6 months | 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 24 months | 24 months | 24 months |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock With Service Based Vesting Conditions - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Shares, Non-vested units as of December 31, 2015 | 2,147,209 | ||
Shares, Granted | 1,321,224 | ||
Shares, Vested | (751,203) | ||
Shares, Forfeited | (272,264) | ||
Shares, Non-vested units as of December 31, 2016 | 2,444,966 | 2,147,209 | |
Shares, Non-vested units expected to vest at December 31, 2016 | 2,444,966 | ||
Weighted Average Grant Date Fair Value, Non-vested units as of December 31, 2015 | $ 93.89 | ||
Weighted Average Grant Date Fair Value, Granted | 84.18 | $ 119.86 | $ 64.37 |
Weighted Average Grant Date Fair Value, Vested | 80.42 | ||
Weighted Average Grant Date Fair Value, Forfeited | 94.52 | ||
Weighted Average Grant Date Fair Value, Non-vested units as of December 31, 2016 | 92.70 | $ 93.89 | |
Weighted Average Grant Date Fair Value, Non-vested units expected to vest at December 31, 2016 | $ 92.70 | ||
Weighted Average Remaining Years, Non-vested units as of December 31, 2015 | 1 year 4 months 24 days | 2 years 9 months 18 days | |
Aggregate Intrinsic Value, Non-vested units as of December 31, 2015 | $ 224,942 | ||
Aggregate Intrinsic Value, Non-vested units as of December 31, 2016 | 202,541 | $ 224,942 | |
Aggregate Intrinsic Value, Non-vested units expected to vest at December 31, 2016 | $ 202,541 |
Compensation Expense (Detail)
Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 134,641 | $ 111,525 | $ 86,410 |
Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 9,121 | 6,836 | 6,076 |
Research and Development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 58,279 | 49,399 | 33,835 |
Selling, General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 67,241 | $ 55,290 | $ 46,499 |
Amounts Reclassified out of Acc
Amounts Reclassified out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Net product revenues | $ 1,110,381 | $ 884,522 | $ 738,416 |
Selling, general and administrative | 476,593 | 402,271 | 302,156 |
LOSS FROM OPERATIONS | (803,429) | (110,702) | (92,891) |
Other income (expense) | 4,929 | (9,462) | (395) |
LOSS BEFORE INCOME TAXES | (831,050) | (154,724) | (124,868) |
Provision for (benefit from) income taxes | (200,840) | 17,075 | 9,101 |
NET LOSS | (630,210) | (171,799) | $ (133,969) |
Amount Reclassified from AOCI (Gain) Loss | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
LOSS BEFORE INCOME TAXES | (115) | 1,873 | |
Provision for (benefit from) income taxes | 42 | 681 | |
NET LOSS | 10,116 | 20,796 | |
Amount Reclassified from AOCI (Gain) Loss | Other-than-temporary impairment on available-for-sale securities | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Other income (expense) | 0 | (1,160) | |
Amount Reclassified from AOCI (Gain) Loss | Gain on Cash Flow Hedges | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
LOSS FROM OPERATIONS | 10,273 | 19,604 | |
Amount Reclassified from AOCI (Gain) Loss | Gain on Cash Flow Hedges | Forward Foreign Currency Exchange Contracts | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Net product revenues | 6,112 | 17,715 | |
Selling, general and administrative | 4,161 | 1,889 | |
Amount Reclassified from AOCI (Gain) Loss | Gain (Loss) on Sale of Available-for-Sale Securities | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Other income (expense) | $ (115) | $ 3,033 |
Summary of Changes in Accumulat
Summary of Changes in Accumulated Balances of Other Comprehensive Loss Including Current Period Reclassifications Out of AOCI and Other Amount of Current Period Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | $ 2,400,847 | $ 1,527,894 |
Other comprehensive income (loss) before reclassifications | (2,429) | 12,782 |
Less net gain (loss) reclassified from AOCI | 10,158 | 21,477 |
Tax effect | 4,370 | 2,262 |
Net current-period other comprehensive loss | (8,217) | (6,433) |
Ending Balance | 2,766,275 | 2,400,847 |
Gains and Losses on Cash Flow Hedges | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 13,602 | 15,906 |
Other comprehensive income (loss) before reclassifications | 9,677 | 17,300 |
Less net gain (loss) reclassified from AOCI | 10,273 | 19,604 |
Tax effect | 0 | 0 |
Net current-period other comprehensive loss | (596) | (2,304) |
Ending Balance | 13,006 | 13,602 |
Unrealized Gains on Available-for-Sale Securities | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 7,441 | 11,511 |
Other comprehensive income (loss) before reclassifications | (12,104) | (4,459) |
Less net gain (loss) reclassified from AOCI | (115) | 1,873 |
Tax effect | 4,370 | 2,262 |
Net current-period other comprehensive loss | (7,619) | (4,070) |
Ending Balance | (178) | 7,441 |
Foreign Currency Items | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (10) | 49 |
Other comprehensive income (loss) before reclassifications | (2) | (59) |
Less net gain (loss) reclassified from AOCI | 0 | |
Tax effect | 0 | 0 |
Net current-period other comprehensive loss | (2) | (59) |
Ending Balance | (12) | (10) |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 21,033 | 27,466 |
Ending Balance | $ 12,816 | $ 21,033 |
Revenue and Credit Concentra104
Revenue and Credit Concentrations - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Accounts receivable, net | $ 215,280 | $ 164,959 | |
Southern European Countries | |||
Concentration Risk [Line Items] | |||
Total amount past due | 23,500 | ||
Southern European Countries | Greater than 90 days | |||
Concentration Risk [Line Items] | |||
Total amount past due | $ 1,600 | ||
Largest Customers | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for largest balance in accounts receivable | Customer | 2 | 2 | |
Genzyme | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net | $ 30,700 | $ 36,100 | |
Geographic Concentration Risk | Net Product Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 92.00% | 89.00% | 86.00% |
Geographic Concentration Risk | Net Product Revenue | Southern European Countries | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 6.00% | ||
Geographic Concentration Risk | Net Product Revenue | Minimum | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Geographic Concentration Risk | Accounts Receivable | Southern European Countries | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Credit Concentration Risk | Net Product Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Credit Concentration Risk | Accounts Receivable | Larger Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 26.00% | 37.00% | |
Credit Concentration Risk | Accounts Receivable | Larger Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20.00% | 18.00% |
Consolidated Net Product Revenu
Consolidated Net Product Revenue Concentrations Based on Patient Location (Detail) - Net Product Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 92.00% | 89.00% | 86.00% |
Geographic Concentration Risk | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 37.00% | 39.00% | 37.00% |
Geographic Concentration Risk | Europe | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23.00% | 19.00% | 18.00% |
Geographic Concentration Risk | Latin America | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 16.00% | 16.00% |
Geographic Concentration Risk | Rest of World | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19.00% | 15.00% | 15.00% |
Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 56.00% | 49.00% | 52.00% |
Customer Concentration Risk | Genzyme | Aldurazyme | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 8.00% | 11.00% | 14.00% |
Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Consolidated Net Product Rev106
Consolidated Net Product Revenue Concentrations Attributed to Largest Customers (Detail) - Customer Concentration Risk - Net Product Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 56.00% | 49.00% | 52.00% |
Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19.00% | 15.00% | 15.00% |
Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 13.00% | 11.00% |
Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 0.00% | 0.00% |
Customer D | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 8.00% | 11.00% | 14.00% |
Customer E | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 6.00% | 10.00% | 12.00% |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating business segment | 1 |
Segment Information by Product
Segment Information by Product Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||
Net product revenues | $ 1,110,381 | $ 884,522 | $ 738,416 |
Vimizim | |||
Revenue from External Customer [Line Items] | |||
Net product revenues | 354,058 | 228,147 | 77,319 |
Naglazyme | |||
Revenue from External Customer [Line Items] | |||
Net product revenues | 296,537 | 303,090 | 334,447 |
Kuvan | |||
Revenue from External Customer [Line Items] | |||
Net product revenues | 348,009 | 239,336 | 202,987 |
Aldurazyme | |||
Revenue from External Customer [Line Items] | |||
Net product revenues | 93,749 | 97,912 | 105,616 |
Firdapse | |||
Revenue from External Customer [Line Items] | |||
Net product revenues | $ 18,028 | $ 16,037 | $ 18,047 |
Summary of Total Revenues from
Summary of Total Revenues from External Customers and Collaborative Partners by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||
Total revenues | $ 1,116,854 | $ 889,895 | $ 749,284 |
United States | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 507,539 | 444,075 | 383,770 |
Europe | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 252,633 | 171,216 | 136,251 |
Latin America | |||
Revenue from External Customer [Line Items] | |||
Total revenues | 147,471 | 142,305 | 118,562 |
Rest of World | |||
Revenue from External Customer [Line Items] | |||
Total revenues | $ 209,211 | $ 132,299 | $ 110,701 |
Summary of Non-Monetary Long-Li
Summary of Non-Monetary Long-Lived Assets by Geographic Region (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenue from External Customer [Line Items] | ||
Total long-lived assets | $ 1,999,339 | $ 1,807,998 |
United States | ||
Revenue from External Customer [Line Items] | ||
Total long-lived assets | 1,183,938 | 940,512 |
Europe | ||
Revenue from External Customer [Line Items] | ||
Total long-lived assets | 812,833 | 865,233 |
Rest of World | ||
Revenue from External Customer [Line Items] | ||
Total long-lived assets | $ 2,568 | $ 2,253 |
Collaborative Agreements - Addi
Collaborative Agreements - Additional Information (Detail) shares in Millions | 12 Months Ended | ||||
Dec. 31, 2016USD ($)Country | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($)shares | Oct. 31, 2012 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Termination of collaborative agreement prior to written notice in number of days | 90 days | ||||
Licensing arrangement, convertible promissory note received | $ 0 | $ 3,326,000 | $ 52,288,000 | ||
Royalties on net product sales | 7.00% | ||||
Royalties on net product sales | 10.00% | ||||
Catalyst Pharmaceutical Partners, Inc. | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Licensing arrangement, convertible promissory note received | $ 5,000,000 | ||||
Licensing arrangement, shares received upon conversion promissory note | shares | 6.7 | ||||
Accounts receivable | $ 0 | ||||
Merck Serono | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Transfer of marketing authorizations in remaining countries | Country | 4 |
Compensation Agreements and 112
Compensation Agreements and Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Line Items] | |||
Gain (loss) in fair value of restricted stock issued | $ 5,000,000 | $ 2,500,000 | $ (4,800,000) |
BioMarin Retirement Savings Plan | |||
Compensation And Retirement Disclosure [Line Items] | |||
Employee contribution of their current compensation | 100.00% | ||
Company's contribution to match employees contribution | 100.00% | ||
Employer contribution of maximum percentage over employee's annual compensation | 6.00% | ||
Employer contribution over employee's annual compensation | $ 12,000 | ||
Employer contribution over employee's annual compensation starting next fiscal year | $ 14,000 | ||
Company's savings plan contribution vesting period, years | 4 years | ||
Company's contribution from employment commencement | $ 16,000,000 | 15,100,000 | $ 8,300,000 |
Deferred Compensation Plan | |||
Compensation And Retirement Disclosure [Line Items] | |||
Fair value of company stock held | $ 19,400,000 | $ 25,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($)$ / € | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments and Contingencies [Line Items] | ||||
Lease expiration date | 2,025 | 2,025 | ||
Lease extension option, renewal period | 5 years | 5 years | ||
Rent expense | $ 11,600 | $ 9,300 | $ 7,900 | |
Deferred rent accruals | 2,400 | 1,700 | ||
Deferred rent accruals, current | 2,000 | 1,200 | ||
Purchase commitment for the next five years | 45,800 | |||
Contingent payments upon achievement of development and regulatory activities and commercial sales and licensing milestones | 576,500 | |||
Contingent consideration payable | 161,600 | |||
Short-term contingent acquisition consideration payable | 46,327 | $ 52,946 | ||
Merck Serono | ||||
Commitments and Contingencies [Line Items] | ||||
Contingent payments upon achievement of development and regulatory activities and commercial sales and licensing milestones | $ 194,300 | € 185 | ||
Currency exchange translation rate | $ / € | 1.05 | |||
Completed Programs | ||||
Commitments and Contingencies [Line Items] | ||||
Contingent payments upon achievement of development and regulatory activities and commercial sales and licensing milestones | $ 50,800 |
Minimum Lease Payments for Futu
Minimum Lease Payments for Future Years (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 9,051 |
2,018 | 7,739 |
2,019 | 4,893 |
2,020 | 3,391 |
2,021 | 2,728 |
Thereafter | 6,637 |
Total | $ 34,439 |