Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 18, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-33500 | ||
Entity Registrant Name | Jazz Pharmaceuticals plc | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Tax Identification Number | 98-1032470 | ||
Entity Address, Address Line One | Fifth Floor, Waterloo Exchange | ||
Entity Address, Address Line Two | Waterloo Road | ||
Entity Address, City or Town | Dublin 4 | ||
Entity Address, Country | IE | ||
Entity Address, Postal Zip Code | D04 E5W7 | ||
Country Region | 353 | ||
City Area Code | 1 | ||
Local Phone Number | 634-7800 | ||
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | ||
Trading Symbol | JAZZ | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,869,781,340 | ||
Entity Common Stock, Shares Outstanding (in shares) | 56,133,306 | ||
Documents Incorporated by Reference | Certain information required by Part III, Items 10-14 of this Form 10‑K is incorporated by reference to the registrant’s definitive Proxy Statement for the 2020 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10‑K, provided that if such Proxy Statement is not filed within such period, such information will be included in an amendment to this Form 10‑K to be filed within such 120-day period. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001232524 | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 637,344 | $ 309,622 |
Investments | 440,000 | 515,000 |
Accounts receivable, net of allowances of $1,296 and $534 at December 31, 2019 and 2018, respectively | 355,987 | 263,838 |
Inventories | 78,608 | 52,956 |
Prepaid expenses | 39,434 | 25,017 |
Other current assets | 78,895 | 67,572 |
Total current assets | 1,630,268 | 1,234,005 |
Property, plant and equipment, net | 131,506 | 200,358 |
Operating lease assets | 139,385 | |
Intangible assets, net | 2,440,977 | 2,731,334 |
Goodwill | 920,018 | 927,630 |
Deferred tax assets, net | 221,403 | 57,879 |
Deferred financing costs | 7,426 | 9,589 |
Other non-current assets | 47,914 | 42,696 |
Total assets | 5,538,897 | 5,203,491 |
Current liabilities: | ||
Accounts payable | 47,545 | 40,602 |
Accrued liabilities | 267,873 | 264,887 |
Current portion of long-term debt | 33,387 | 33,387 |
Income taxes payable | 10,965 | 1,197 |
Deferred revenue | 4,720 | 5,414 |
Total current liabilities | 364,490 | 345,487 |
Deferred revenue, non-current | 4,861 | 9,581 |
Long-term debt, less current portion | 1,573,870 | 1,563,025 |
Operating lease liabilities, less current portion | 151,226 | |
Deferred tax liabilities, net | 224,095 | 309,097 |
Other non-current liabilities | 109,374 | 218,879 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Ordinary shares, nominal value $0.0001 per share; 300,000 shares authorized; 56,140 and 57,504 shares issued and outstanding at December 31, 2019 and 2018, respectively | 6 | 6 |
Non-voting euro deferred shares, €0.01 par value per share; 4,000 shares authorized, issued and outstanding at both December 31, 2019 and 2018 | 55 | 55 |
Capital redemption reserve | 472 | 472 |
Additional paid-in capital | 2,266,026 | 2,113,630 |
Accumulated other comprehensive loss | (223,393) | (197,791) |
Retained earnings | 1,067,815 | 841,050 |
Total shareholders’ equity | 3,110,981 | 2,757,422 |
Total liabilities and shareholders’ equity | $ 5,538,897 | $ 5,203,491 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2019€ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018€ / shares | Dec. 31, 2018USD ($)$ / sharesshares |
Current assets: | ||||
Accounts receivable, allowances | $ | $ 1,296 | $ 534 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, authorized (in shares) | 300,000,000 | 300,000,000 | ||
Ordinary shares, issued (in shares) | 56,140,000 | 57,704,000 | ||
Ordinary shares, outstanding (in shares) | 56,140,000 | 57,704,000 | ||
Nonvoting Euro Deferred shares, par value (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Nonvoting Euro Deferred shares, authorized (in shares) | 4,000,000 | 4,000,000 | ||
Nonvoting Euro Deferred shares, issued (in shares) | 4,000,000 | 4,000,000 | ||
Nonvoting Euro Deferred shares, outstanding (in shares) | 4,000,000 | 4,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenues | $ 2,161,761 | $ 1,890,922 | $ 1,618,693 |
Operating expenses: | |||
Cost of product sales (excluding amortization of acquired developed technologies) | 127,930 | 121,544 | 110,188 |
Selling, general and administrative | 736,942 | 683,530 | 544,156 |
Research and development | 299,726 | 226,616 | 198,442 |
Intangible asset amortization | 354,814 | 201,498 | 152,065 |
Impairment charges | 0 | 42,896 | 0 |
Acquired in-process research and development | 109,975 | 0 | 85,000 |
Total operating expenses | 1,629,387 | 1,276,084 | 1,089,851 |
Income from operations | 532,374 | 614,838 | 528,842 |
Interest expense, net | (72,261) | (77,075) | (77,756) |
Foreign exchange loss | (5,811) | (6,875) | (9,969) |
Loss on extinguishment and modification of debt | 0 | (1,425) | 0 |
Income before income tax provision (benefit) and equity in loss of investees | 454,302 | 529,463 | 441,117 |
Income tax provision (benefit) | (73,154) | 80,162 | (47,740) |
Equity in loss of investees | 4,089 | 2,203 | 1,009 |
Net income | $ 523,367 | $ 447,098 | $ 487,848 |
Net income per ordinary share: | |||
Basic (in dollars per share) | $ 9.22 | $ 7.45 | $ 8.13 |
Diluted (in dollars per share) | $ 9.09 | $ 7.30 | $ 7.96 |
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 56,749 | 59,976 | 60,018 |
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 57,550 | 61,221 | 61,317 |
Product sales, net | |||
Revenues: | |||
Total revenues | $ 2,135,601 | $ 1,869,473 | $ 1,601,399 |
Royalties and contract revenues | |||
Revenues: | |||
Total revenues | $ 26,160 | $ 21,449 | $ 17,294 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 523,367 | $ 447,098 | $ 487,848 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (20,720) | (58,988) | 174,973 |
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) of ($697), $289 and $212, respectively | (4,882) | 2,022 | 1,482 |
Other comprehensive income (loss) | (25,602) | (56,966) | 176,455 |
Total comprehensive income | $ 497,765 | $ 390,132 | $ 664,303 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) | $ (697) | $ 289 | $ 212 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Ordinary Shares | Non-voting Euro Deferred | Capital Redemption Reserve | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2016 | 59,820 | 4,000 | |||||
Beginning balance at Dec. 31, 2016 | $ 1,877,339 | $ 6 | $ 55 | $ 472 | $ 1,665,232 | $ (317,333) | $ 528,907 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||
Issuance of Exchangeable Senior Notes | 149,767 | 149,767 | |||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 428 | ||||||
Issuance of ordinary shares in conjunction with exercise of share options | 22,683 | 22,683 | |||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 104 | ||||||
Issuance of ordinary shares under employee stock purchase plan | 9,141 | 9,141 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 250 | ||||||
Shares withheld for payment of employee's withholding tax liability | (18,589) | (18,589) | |||||
Share-based compensation | 107,252 | 107,252 | |||||
Shares repurchased (in shares) | (704) | ||||||
Shares repurchased | (98,799) | 0 | (98,799) | ||||
Other comprehensive income (loss) | 176,455 | 176,455 | |||||
Net income | 487,848 | 487,848 | |||||
Ending balance (in shares) at Dec. 31, 2017 | 59,898 | 4,000 | |||||
Ending balance at Dec. 31, 2017 | 2,713,097 | $ 6 | $ 55 | 472 | 1,935,486 | (140,878) | 917,956 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 772 | ||||||
Issuance of ordinary shares in conjunction with exercise of share options | 82,918 | 82,918 | |||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 111 | ||||||
Issuance of ordinary shares under employee stock purchase plan | 10,419 | 10,419 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 253 | ||||||
Shares withheld for payment of employee's withholding tax liability | (17,925) | (17,925) | |||||
Share-based compensation | 102,732 | 102,732 | |||||
Shares repurchased (in shares) | (3,530) | ||||||
Shares repurchased | (523,672) | (523,672) | |||||
Other comprehensive income (loss) | (56,966) | (56,966) | |||||
Net income | 447,098 | 447,098 | |||||
Ending balance (in shares) at Dec. 31, 2018 | 57,504 | 4,000 | |||||
Ending balance at Dec. 31, 2018 | $ 2,757,422 | $ 6 | $ 55 | 472 | 2,113,630 | (197,791) | 841,050 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 515 | 515 | |||||
Issuance of ordinary shares in conjunction with exercise of share options | $ 46,477 | 46,477 | |||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 106 | ||||||
Issuance of ordinary shares under employee stock purchase plan | 11,354 | 11,354 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 265 | ||||||
Shares withheld for payment of employee's withholding tax liability | (16,739) | (16,739) | |||||
Share-based compensation | 111,304 | 111,304 | |||||
Shares repurchased (in shares) | (2,250) | ||||||
Shares repurchased | (301,450) | (301,450) | |||||
Other comprehensive income (loss) | (25,602) | (25,602) | |||||
Net income | 523,367 | 523,367 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 56,140 | 4,000 | |||||
Ending balance at Dec. 31, 2019 | $ 3,110,981 | $ 6 | $ 55 | $ 472 | $ 2,266,026 | $ (223,393) | $ 1,067,815 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income | $ 523,367 | $ 447,098 | $ 487,848 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Intangible asset amortization | 354,814 | 201,498 | 152,065 |
Share-based compensation | 110,563 | 102,441 | 106,900 |
Impairment charges | 0 | 42,896 | 0 |
Depreciation | 15,342 | 15,233 | 13,089 |
Acquired in-process research and development | 109,975 | 0 | 85,000 |
Loss on disposal of assets | 21 | 655 | 473 |
Deferred tax benefit | (236,610) | (88,815) | (225,591) |
Provision for losses on accounts receivable and inventory | 6,668 | 4,728 | 2,190 |
Loss on extinguishment and modification of debt | 0 | 1,425 | 0 |
Amortization of debt discount and deferred financing costs | 46,396 | 43,960 | 30,026 |
Other non-cash transactions | (4,051) | 4,499 | 14,321 |
Changes in assets and liabilities: | |||
Accounts receivable | (92,326) | (40,132) | 12,278 |
Inventories | (32,790) | (18,512) | (8,667) |
Prepaid expenses and other current assets | (25,650) | 6,697 | (26,874) |
Other non-current assets | (14,830) | (320) | 119 |
Operating lease assets | 14,148 | ||
Accounts payable | 4,770 | 17,040 | 214 |
Accrued liabilities | (5,565) | 71,208 | (6,578) |
Income taxes payable | 10,056 | (19,735) | 16,331 |
Deferred revenue | (5,414) | (7,497) | 21,009 |
Other non-current liabilities | 3,561 | 14,537 | 18,934 |
Operating lease liabilities, less current portion | (6,044) | ||
Net cash provided by operating activities | 776,401 | 798,904 | 693,087 |
Investing activities | |||
Acquisition of investments | (917,100) | (1,165,915) | (385,000) |
Proceeds from maturity of investments | 985,000 | 855,000 | 230,000 |
Acquired in-process research and development | (61,700) | 0 | (85,000) |
Purchases of property, plant and equipment | (40,135) | (20,370) | (28,950) |
Asset acquisition, net of cash acquired | (55,074) | 0 | 0 |
Acquisition of intangible assets | (80,500) | (111,100) | 0 |
Net proceeds from sale of assets | 14,209 | 47,898 | 0 |
Net cash used in investing activities | (155,300) | (394,487) | (268,950) |
Financing activities | |||
Proceeds from employee equity incentive and purchase plans | 57,831 | 93,337 | 31,824 |
Share repurchases | (301,450) | (523,672) | (98,799) |
Payment of employee withholding taxes related to share-based awards | (16,739) | (17,925) | (18,589) |
Repayments of long-term debt | (33,387) | (25,717) | (36,094) |
Payment of debt modification costs | 0 | (6,406) | 0 |
Repayments under revolving credit facility | 0 | 0 | (850,000) |
Proceeds from tenant improvement allowance on build-to-suit lease | 0 | 1,253 | 3,154 |
Net proceeds from issuance of debt | 0 | 0 | 559,393 |
Net cash used in financing activities | (293,745) | (479,130) | (409,111) |
Effect of exchange rates on cash and cash equivalents | 366 | (1,700) | 5,046 |
Net increase (decrease) in cash and cash equivalents | 327,722 | (76,413) | 20,072 |
Cash and cash equivalents, at beginning of period | 309,622 | 386,035 | 365,963 |
Cash and cash equivalents, at end of period | 637,344 | 309,622 | 386,035 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 43,002 | 42,706 | 44,609 |
Cash paid for income taxes | 183,610 | 164,217 | 174,124 |
Non-cash investing activities: | |||
Amounts capitalized in connection with facility lease obligations | $ 0 | $ 27,747 | $ 40,970 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Jazz Pharmaceuticals plc is a global biopharmaceutical company dedicated to developing life-changing medicines for people with serious diseases – often with limited or no options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in key therapeutic areas. Our focus is in neuroscience, including sleep medicine and movement disorders, and in oncology, including hematologic and solid tumors. We actively explore new options for patients including novel compounds, small molecule advancements, biologics and innovative delivery technologies. Our lead marketed products are: • Xyrem ® (sodium oxybate) oral solution , the only product approved by the U.S. Food and Drug Administration, or FDA, and marketed in the U.S. for the treatment of both cataplexy and excessive daytime sleepiness, or EDS, in both adult and pediatric patients with narcolepsy; • Sunosi ® (solriamfetol) , a product approved by the FDA and marketed in the U.S. to improve wakefulness in adult patients with EDS associated with narcolepsy or obstructive sleep apnea and also approved in Europe in January 2020 by the European Commission; • Defitelio ® (defibrotide sodium) , a product approved in the U.S. for the treatment of adult and pediatric patients with hepatic veno-occlusive disease, or VOD, also known as sinusoidal obstruction syndrome, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Europe (where it is marketed as Defitelio ® (defibrotide)) for the treatment of severe VOD in adults and children undergoing HSCT therapy; • Erwinaze ® (asparaginase Erwinia chrysanthemi ) , a treatment approved in the U.S. and in certain markets in Europe (where it is marketed as Erwinase ® ) for patients with acute lymphoblastic leukemia who have developed hypersensitivity to E. coli -derived asparaginase; and • Vyxeos ® (daunorubicin and cytarabine) liposome for injection , a product approved in the U.S. and in Europe (where it is marketed as Vyxeos ® liposomal 44 mg/100 mg powder for concentrate for solution for infusion) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes. In February 2020, the FDA accepted for filing with priority review the new drug application, or NDA, for lurbinectedin for the treatment of relapsed small cell lung cancer, or SCLC, a product candidate for which we recently acquired exclusive U.S. development and commercialization rights. In January 2020, we submitted an NDA to the FDA seeking marketing approval for JZP-258, an oxybate product candidate that contains 92%, or approximately 1,000 to 1,500 milligrams per day, less sodium than Xyrem, for the treatment of cataplexy and EDS in narcolepsy patients seven years of age and older. We also have in development JZP-458, a recombinant Erwinia asparaginase product candidate, for the treatment of pediatric and adult patients with ALL or lymphoblastic lymphoma, or LBL, who are hypersensitive to E. coli -derived asparaginase products. Our strategy to create shareholder value is focused on: • Strong financial execution through growth in sales of our current lead marketed products; • Building a diversified product portfolio and development pipeline through a combination of our internal research and development efforts and obtaining rights to clinically meaningful and differentiated on- or near-market products and early- to late-stage product candidates through acquisitions, collaborations, licensing arrangements, partnerships and venture investments; and • Maximizing the value of our products and product candidates by continuing to implement our comprehensive global development plans, including through generating additional clinical data and seeking regulatory approval for new indications and new geographies. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries. Throughout this report, all references to “ordinary shares” refer to Jazz Pharmaceuticals plc’s ordinary shares. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of Jazz Pharmaceuticals plc and our subsidiaries and intercompany transactions and balances have been eliminated. Our consolidated financial statements include the results of operations of businesses we have acquired from the date of each acquisition for the applicable reporting periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Adoption of New Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-02. Under the new guidance, lessees are required to recognize a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a corresponding lease liability, which represents the lessee’s obligation to make lease payments under a lease, measured on a discounted basis. We adopted ASU No. 2016-02 on a modified retrospective basis applied to leases existing as of, or entered into after, January 1, 2019. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019. The adoption of ASU No. 2016-02 resulted in the recognition of right-of-use assets and lease liabilities of $149.4 million and $162.9 million , respectively, on the consolidated balance sheet as of January 1, 2019, and the de-recognition of the build-to-suit assets and related financing obligations on the consolidated balance sheet as of December 31, 2018 of $95.4 million and $109.8 million , respectively, with the balance impacting retained earnings, deferred rent and deferred tax liabilities. The right-of-use assets and lease liabilities primarily relate to real estate leases. Refer to Note 12 for lease-related disclosures. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2019 for the adoption of the ASU No. 2016-02 was as follows (in thousands): Balance at December 31, Transition Adjustments Balance at January 1, Assets: Property, plant and equipment, net $ 200,358 $ (95,397 ) $ 104,961 Operating lease assets — 149,442 149,442 Liabilities: Accrued liabilities 264,887 8,165 273,052 Operating lease liabilities, less current portion — 153,158 153,158 Deferred tax liabilities, net 309,097 1,489 310,586 Other non-current liabilities 218,879 (113,615 ) 105,264 Shareholders' Equity: Retained earnings 841,050 4,848 845,898 Significant Risks and Uncertainties Our financial results are significantly influenced by sales of Xyrem. Our ability to maintain or increase Xyrem product sales is subject to a number of risks and uncertainties including, without limitation, the introduction of new products in the U.S. market that compete with, or otherwise disrupt the market for, Xyrem in the treatment of cataplexy and/or EDS in narcolepsy, including generic or authorized generic versions of sodium oxybate; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors; challenges to our intellectual property around Xyrem; and continued acceptance of Xyrem by physicians and patients. In addition to risks related specifically to Xyrem, we are subject to other challenges and risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates and effectively commercializing our approved products such as Sunosi and, if approved, JZP-258 and lurbinectedin; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations. Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of December 31, 2019 and 2018 , we had foreign exchange forward contracts with notional amounts totaling $180.9 million and $271.5 million , respectively. As of December 31, 2019 and 2018 , the outstanding foreign exchange forward contracts had a net asset fair value of $2.3 million and a net liability fair value of $0.3 million , respectively. As of December 31, 2019 and 2018 , we had interest rate swap contracts with notional amounts totaling $300.0 million . These outstanding interest rate swap contracts had a net liability fair value of $1.5 million and a net asset fair value of $4.1 million as of December 31, 2019 and 2018 , respectively. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of December 31, 2019 , allowances on receivables were not material. As of December 31, 2019 , two customers accounted for 89% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 77% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 12% of gross accounts receivable. As of December 31, 2018 , two customers accounted for 89% of gross accounts receivable, ESSDS, which accounted for 74% of gross accounts receivable, and McKesson, which accounted for 15% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier. Business Acquisitions Our consolidated financial statements include the results of operations of an acquired business from the date of acquisition. We account for acquired businesses using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that assets acquired, liabilities assumed and any noncontrolling interests in the acquired business be recognized at their estimated fair values as of the acquisition date, with limited exceptions, and that the fair value of acquired in-process research and development, or IPR&D, be recorded on the balance sheet. Also, transaction costs are expensed as incurred. Any excess of the acquisition consideration over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. Cash Equivalents and Investments We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Investments consist of time deposits with initial maturities of greater than three months. Collectively, cash equivalents and investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive loss in shareholders’ equity. We use the specific-identification method for calculating realized gains and losses on securities sold. Realized gains and losses and declines in value judged to be other than temporary on investments are included in interest expense, net in the consolidated statements of income. Derivative Instruments and Hedging Activities We record the fair value of derivative instruments as either assets or liabilities on the consolidated balance sheets. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedging transaction and, if it is, the type of hedging transaction. For a derivative to qualify as a hedge at inception and throughout the hedged period, we formally document the nature and relationships between the hedging instruments and hedged item. We assess, both at inception and on an on-going basis, whether the derivative instruments that are used in cash flow hedging transactions are highly effective in offsetting the changes in cash flows of hedged items. Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings. Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. We capitalize inventory costs associated with our products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The determination to capitalize inventory costs is based on various factors, including status and expectations of the regulatory approval process, any known safety or efficacy concerns, potential labeling restrictions, and any other impediments to obtaining regulatory approval. We had no pre-approval inventory on our consolidated balance sheet as of December 31, 2019 or 2018. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows: Buildings 40 years Manufacturing equipment and machinery 5-10 years Computer software and equipment 3-7 years Furniture and fixtures 5 years Leasehold improvements are amortized over the shorter of the noncancelable term of our leases or their economic useful lives. Maintenance and repairs are expensed as incurred. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. The operating lease asset also includes any lease payments made, reduced by lease incentives and increased by initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For vehicle leases we account for the lease and non-lease components as a single lease component. We have elected the short-term lease exemption and, therefore, do not recognize a right-of-use asset or corresponding liability for lease arrangements with an original term of 12 months or less. Rent expense under short-term leases is recognized on a straight-line basis over the lease term. Goodwill Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. We have determined that we operate in a single segment and have a single reporting unit associated with the development and commercialization of pharmaceutical products. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then, in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We test goodwill for impairment annually in October and when events or changes in circumstances indicate that the carrying value may not be recoverable. Acquired In-Process Research and Development The initial costs of rights to IPR&D projects acquired in an asset acquisition are expensed as IPR&D unless the project has an alternative future use. The fair value of IPR&D projects acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets until the underlying project receives regulatory approval, at which point the intangible asset will be accounted for as a finite-lived intangible asset, or discontinued, at which point the intangible asset will be written off. Development costs incurred after an acquisition are expensed as incurred. Intangible Assets Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from two to 18 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. Revenue Recognition Our revenue comprises product sales, net and royalty and contract revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Prior to recognizing revenue, we make estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Product Sales, Net Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in time, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient. Reserves for Variable Consideration Revenues from sales of products are recorded at the net sales price, which includes estimates of variable consideration for which reserves are established and which relate to returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, government chargebacks, coupon programs and rebates under managed care plans and commercial payor contracts. Calculating certain of these reserves involves estimates and judgments and we determine their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, our expectations regarding future utilization rates for these programs and channel inventory data. These reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. We reassess our reserves for variable consideration at each reporting date. Historically, adjustments to estimates for these reserves have not been material. Reserves for returns, specialty distributor fees, wholesaler fees, government rebates, coupon programs and rebates under managed care plans and commercial payor contracts are included within current liabilities in our consolidated balance sheets. Reserves for government chargebacks and prompt payment discounts are shown as a reduction in accounts receivable. Royalties and Contract Revenues We enter into out-licensing agreements under which we license certain rights to our products or product candidates to third parties. If a licensing arrangement includes multiple goods or services, we consider whether the license is distinct. If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If the license to our intellectual property is determined not to be distinct, it is combined with other goods or services into a combined performance obligation. We consider whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress each reporting date and, if necessary, adjust the measure of performance and related revenue recognition. At the inception of each arrangement that includes development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or that of the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. For arrangements that include sales-based royalties and milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties and sales-based milestones relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty or sales-based milestone has been allocated has been satisfied (or partially satisfied). Cost of Product Sales Cost of product sales includes manufacturing and distribution costs, the cost of drug substance, royalties due to third parties on product sales, product liability and cargo insurance, FDA user fees, freight, shipping, handling and storage costs and salaries and related costs of employees involved with production. Excluded from cost of product sales shown on the consolidated statements of income is amortization of acquired developed technology of $243.7 million , $201.3 million and $149.1 million in 2019 , 2018 and 2017 , respectively. Research and Development Research and development expenses consist primarily of costs related to clinical studies and outside services, personnel expenses and other research and development costs, including milestone payments incurred prior to regulatory approval of products. Clinical study and outside services costs relate primarily to services performed by clinical research organizations, clinical studies performed at clinical sites, materials and supplies, and other third party fees. Personnel expenses relate primarily to salaries, benefits and share-based compensation. Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs. Research and development costs are expensed as incurred. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial. Advertising Expenses We expense the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $65.4 million , $37.4 million and $36.6 million in 2019 , 2018 and 2017 , respectively. Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. We recognize the benefits of a tax position if it is “more-likely-than-not” of being sustained. A recognized tax benefit is then measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are included in the income tax provision and classified with the related liability on the consolidated balance sheets. Foreign Currency Our functional and reporting currency is the U.S. dollar. The assets and liabilities of our subsidiaries that have a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date with the results of operations of subsidiaries translated at the weighted average exchange rate for the reporting period. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Transactions in foreign currencies are translated into the functional currency of the relevant subsidiary at the weighted average exchange rate for the reporting period. Any monetary assets and liabilities arising from these transactions are translated into the relevant functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign exchange gain (loss) in our consolidated statements of income. Deferred Financing Costs Deferred financing costs are reported at cost, less accumulated amortization and are presented in the consolidated balance sheets as a direct deduction from the carrying value of the associated debt, with the exception of deferred financing costs associated with revolving-debt arrangements which are presented as assets. The related amortization expense is included in interest expense, net in our consolidated statements of income. Contingencies From time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses. Share-Based Compensation We account for compensation cost for all share-based awards at fair value on the date of grant. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments are effective for annual reporting periods beginning after December 15, 2020 with early adoption permitted. We are currently evaluating the impact of adopting this new accounting guidance. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for us beginning January 1, 2020 and early adoption is permitted. The new guidance is not expected to have a material impact on our results of operations and financial position. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. |
Asset Acquisition, Collaboratio
Asset Acquisition, Collaborations and Disposition | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Asset Acquisition, Collaborations and Disposition | Asset Acquisition, Collaborations and Disposition Asset Acquisition On August 12, 2019, we announced the acquisition of Cavion, Inc., or Cavion, a clinical-stage biotechnology company, for an upfront payment of $52.5 million with the potential for additional payments of up to $260.0 million upon the achievement of certain clinical, regulatory and commercial milestones, for a total potential consideration of $312.5 million . As a result of the acquisition, we added JZP-385, a modulator of T-type calcium channels, for the potential treatment of essential tremor, to our clinical pipeline. The acquisition of Cavion was accounted for as an asset acquisition because it did not meet the definition of a business. The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands): Consideration Upfront payment for acquisition of Cavion's outstanding shares $ 52,500 Cash acquired 397 Working capital adjustment (255 ) Transaction costs 2,829 Total consideration $ 55,471 Assets Acquired and Liabilities Assumed Cash $ 397 In-process research and development 48,275 Deferred tax assets 7,995 Other assets and liabilities (1,196 ) Total net assets acquired $ 55,471 The value attributed to in-process research and development relates to JZP-385 and was expensed as it was determined to have no alternative future use. Collaboration and License Agreement On January 2, 2019, we entered into a strategic collaboration agreement with Codiak BioSciences, Inc., or Codiak, focused on the research, development and commercialization of exosome therapeutics to treat cancer. Codiak granted us an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize therapeutic candidates directed at five targets to be developed using Codiak's engEx™ precision engineering platform for exosome therapeutics. Under the terms of the agreement, Codiak is responsible for the execution of preclinical and early clinical development of therapeutic candidates directed at all five targets through Phase 1/2 proof of concept studies. Following the conclusion of the applicable Phase 1/2 study, we will be responsible for future development, potential regulatory submissions and commercialization for each product. Codiak has the option to participate in co-commercialization and cost/profit-sharing in the U.S. and Canada on up to two products. As part of the agreement, we paid Codiak an upfront payment of $56.0 million in January 2019, which was recorded as acquired IPR&D expense in our consolidated statements of income for the year ended December 31, 2019 . Codiak is eligible to receive up to $20 million in preclinical development milestone payments. Codiak is also eligible to receive milestone payments totaling up to $200 million per target based on investigational new drug application acceptance, clinical and regulatory milestones, including approvals in the U.S., the European Union and Japan, and certain sales milestones. Codiak is also eligible to receive tiered royalties on net sales of each approved product. Collaboration and Option Agreement In 2017, we entered into a collaboration and option agreement with ImmunoGen, Inc., or ImmunoGen, and we paid them a non-refundable upfront payment of $75.0 million , which was charged to acquired IPR&D expense upon closing of the transaction. This agreement was amended in November 2019. Under the amended agreement we have the right to opt into an exclusive, worldwide license to develop and commercialize IMGN632, a CD123-targeted ADC for hematological malignancies, currently in Phase 1. ImmunoGen will be responsible for the development of IMGN632 prior to any potential opt-in by us. Following any opt-in, we would be responsible for any further development as well as for potential regulatory submissions and commercialization. As part of the amended agreement, we will pay ImmunoGen up to $25 million in development funding. We may exercise our opt-in right at any time prior to a pivotal study or any time prior to a biologics license application upon payment of an option exercise fee. The option exercise fee depends on the timing of exercise and certain other conditions. If we elect to opt-in, ImmunoGen would be eligible to receive milestone payments based on receiving regulatory approval of the applicable product, plus tiered royalties as a percentage of commercial sales. After opt-in, we will share with ImmunoGen the costs associated with developing and obtaining regulatory approvals in the U.S. and the EU. ImmunoGen has the right to co-commercialize the product with us in the U.S. with U.S. profit-sharing in lieu of our payment of applicable U.S. milestone and royalties to ImmunoGen. Disposition On June 29, 2018, we entered into an asset purchase agreement, or APA, with TerSera Therapeutics LLC, or TerSera, pursuant to which TerSera agreed to purchase substantially all of our assets related to the manufacture, marketing and sale of Prialt, but excluding accounts receivable, and to assume certain related liabilities as set forth in the APA. We entered into an amendment to the APA, and the transaction closed, on September 27, 2018. The total sales price was $80.0 million , of which we received $50.0 million at closing and $15.0 million , less certain reimbursable expenses on December 30, 2019. We are entitled to receive a further $15.0 million , less certain reimbursable expenses payable on December 31, 2020, or earlier under certain conditions. The related assets met the assets held for sale criteria and were reclassified to assets held for sale as of June 30, 2018. We adjusted the carrying value of the assets held for sale to fair value less costs to sell, which resulted in an impairment charge of $42.9 million in our consolidated statements of income in 2018, primarily related to the carrying balances of intangible assets. Upon closing, we recognized a loss on disposal of $0.5 million within selling, general and administrative expenses in our consolidated statements of income in 2018. We determined that the disposal of these assets does not qualify for reporting as a discontinued operation since it does not represent a strategic shift that has or will have a major effect on our operations and financial results. |
Cash and Available-for-Sale Sec
Cash and Available-for-Sale Securities | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Available-for-Sale Securities | Cash and Available-for-Sale Securities Cash and cash equivalents and investments consisted of the following (in thousands): December 31, 2019 Amortized Gross Gross Estimated Cash and Investments Cash $ 333,172 $ — $ — $ 333,172 $ 333,172 $ — Time deposits 460,000 — — 460,000 20,000 440,000 Money market funds 284,172 — — 284,172 284,172 — Totals $ 1,077,344 $ — $ — $ 1,077,344 $ 637,344 $ 440,000 December 31, 2018 Amortized Gross Gross Estimated Cash and Investments Cash $ 215,606 $ — $ — $ 215,606 $ 215,606 $ — Time deposits 515,000 — — 515,000 — 515,000 Money market funds 94,016 — — 94,016 94,016 — Totals $ 824,622 $ — $ — $ 824,622 $ 309,622 $ 515,000 Cash equivalents and investments are considered available-for-sale securities. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the consolidated statements of income. Our investment balances represent time deposits with original maturities of greater than three months and less than one year. Interest income from available-for-sale securities was $20.5 million , $16.9 million and $4.1 million in 2019 , 2018 and 2017 , respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table summarizes, by major security type, our available-for-sale securities and derivative contracts that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): December 31, 2019 December 31, 2018 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 460,000 $ 460,000 $ — $ 515,000 $ 515,000 Money market funds 284,172 — 284,172 94,016 — 94,016 Interest rate contracts — — — — 4,070 4,070 Foreign exchange forward contracts — 2,508 2,508 — 1,194 1,194 Totals $ 284,172 $ 462,508 $ 746,680 $ 94,016 $ 520,264 $ 614,280 Liabilities: Interest rate contracts $ — $ 1,515 $ 1,515 $ — $ — $ — Foreign exchange forward contracts — 182 182 — 1,460 1,460 Totals $ — $ 1,697 $ 1,697 $ — $ 1,460 $ 1,460 As of December 31, 2019 , our available-for-sale securities included time deposits and money market funds and their carrying values were approximately equal to their fair values. Time deposits were measured at fair value using Level 2 inputs and money market funds were measured using quoted prices in active markets, which represent Level 1 inputs. Level 2 inputs, obtained from various third party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data. Our derivative assets and liabilities include interest rate and foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. There were no transfers between the different levels of the fair value hierarchy in 2019 or in 2018 . As of December 31, 2019 and 2018, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $4.5 million . The carrying amount, which is recorded within other non-current assets, represents the purchase price paid in 2018. As of December 31, 2019 , the estimated fair values of our 1.875% exchangeable senior notes due 2021, or the 2021 Notes, and our 1.50% exchangeable senior notes due 2024, or the 2024 Notes, were approximately $592 million and $579 million , respectively. The fair values of the 2021 Notes and the 2024 Notes, which we refer to together as the Exchangeable Senior Notes, were estimated using quoted market prices obtained from brokers (Level 2). The estimated fair value of our borrowings under our term loan was approximately equal to its book value based on the borrowing rates currently available for variable rate loans (Level 2). |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We are exposed to certain risks arising from operating internationally, including fluctuations in interest rates on our outstanding term loan borrowings and fluctuations in foreign exchange rates primarily related to the translation of euro-denominated net monetary liabilities, including intercompany balances, held by subsidiaries with a U.S. dollar functional currency. We manage these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. To achieve a desired mix of floating and fixed interest rates on our variable rate debt, we entered into interest rate swap agreements in March 2017 which are effective until July 2021. These agreements hedge contractual term loan interest rates. As of December 31, 2019 and 2018 , the interest rate swap agreements had a notional amount of $300.0 million . As a result of these agreements, the interest rate on a portion of our term loan borrowings was fixed at 1.895% , plus the borrowing spread, until July 2021. The effective portion of changes in the fair value of derivatives designated as and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The impact on accumulated other comprehensive loss and earnings from derivative instruments that qualified as cash flow hedges was as follows (in thousands): Year Ended December 31, Interest Rate Contracts: 2019 2018 2017 Gain (loss) recognized in accumulated other comprehensive loss, net of tax $ (3,903 ) $ 2,274 $ (213 ) Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax $ (979 ) $ (252 ) $ 1,695 A ssuming no change in LIBOR-based interest rates from market rates as of December 31, 2019 , $0.8 million of losses recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months. We enter into foreign exchange forward contracts, with durations of up to 12 months , designed to limit the exposure to fluctuations in foreign exchange rates related to the translation of certain non-U.S. dollar denominated liabilities, including intercompany balances. Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures. As of December 31, 2019 and 2018 , the notional amount of foreign exchange contracts where hedge accounting was not applied was $180.9 million and $271.5 million , respectively. The foreign exchange loss in our consolidated statements of income included the following gains and losses associated with foreign exchange contracts not designated as hedging instruments (in thousands): Year Ended December 31, Foreign Exchange Forward Contracts: 2019 2018 2017 Gain (loss) recognized in foreign exchange loss $ (6,192 ) $ (14,648 ) $ 17,902 The cash flow effects of our derivative contracts are included within net cash provided by operating activities in the consolidated statements of cash flows. The following table summarizes the fair value of outstanding derivatives (in thousands): December 31, 2019 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 855 Other non-current liabilities 660 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 2,508 Accrued liabilities 182 Total fair value of derivative instruments $ 2,508 $ 1,697 December 31, 2018 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 1,929 Accrued liabilities $ — Other non-current assets 2,141 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 1,194 Accrued liabilities 1,460 Total fair value of derivative instruments $ 5,264 $ 1,460 Although we do not offset derivative assets and liabilities within our consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event. The following table summarizes the potential effect on our consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): December 31, 2019 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 2,508 $ — $ 2,508 $ (596 ) $ — $ 1,912 Derivative liabilities $ (1,697 ) $ — $ (1,697 ) $ 596 $ — $ (1,101 ) December 31, 2018 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 5,264 $ — $ 5,264 $ (935 ) $ — $ 4,329 Derivative liabilities $ (1,460 ) $ — $ (1,460 ) $ 935 $ — $ (525 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 13,595 $ 10,895 Work in process 36,658 20,743 Finished goods 28,355 21,318 Total inventories $ 78,608 $ 52,956 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Leasehold improvements $ 52,294 $ 33,273 Land and buildings 47,053 46,650 Manufacturing equipment and machinery 28,860 25,837 Computer software 25,680 19,062 Computer equipment 16,577 13,679 Furniture and fixtures 11,152 8,155 Construction-in-progress 5,147 51,243 Build-to-suit facility — 52,067 Subtotal 186,763 249,966 Less accumulated depreciation and amortization (55,257 ) (49,608 ) Property, plant and equipment, net $ 131,506 $ 200,358 The decrease in the carrying amount of construction-in-progress and build-to-suit facility assets as of December 31, 2019 compared to December 31, 2018 primarily reflects the de-recognition of assets related to build-to-suit facility leases on adoption of ASU No. 2016-02. Depreciation and amortization expense on property, plant and equipment amounted to $15.3 million , $15.2 million and $13.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2018 $ 927,630 Foreign exchange (7,612 ) Balance at December 31, 2019 $ 920,018 The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): December 31, 2019 December 31, 2018 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 13.3 $ 3,166,485 $ (864,834 ) $ 2,301,651 $ 3,110,641 $ (632,413 ) $ 2,478,228 Priority review voucher (PRV) — 111,101 (111,101 ) — 111,101 — 111,101 Manufacturing contracts — 12,025 (12,025 ) — 12,256 (12,256 ) — Trademarks — 2,890 (2,890 ) — 2,896 (2,896 ) — Total finite-lived intangible assets 3,292,501 (990,850 ) 2,301,651 3,236,894 (647,565 ) 2,589,329 Acquired IPR&D assets 139,326 — 139,326 142,005 — 142,005 Total intangible assets $ 3,431,827 $ (990,850 ) $ 2,440,977 $ 3,378,899 $ (647,565 ) $ 2,731,334 The increase in the gross carrying amount of intangible assets as of December 31, 2019 compared to December 31, 2018 reflects the capitalization of milestone payments triggered by FDA approval of Sunosi in March 2019 and subsequent U.S. Drug Enforcement Agency scheduling in June 2019, partially offset by the negative impact of foreign currency translation adjustments due to the weakening of the euro against the U.S. dollar. We amortized the cost of the priority review voucher, or PRV, of $111.1 million in full in the fourth quarter of 2019, following the notification to the FDA of our intention to redeem it in the NDA submission for JZP-258. The assumptions and estimates used to determine future cash flows and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by various factors, including external factors, such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. We reduced the estimated remaining useful life of the Erwinaze intangible asset due to the receipt of a contract termination notice from Porton Biopharma Limited in February 2019. The reduction in the estimated remaining useful life increased intangible asset amortization expense by $54.9 million, reduced net income by $37.3 million, reduced basic net income per ordinary share by $0.66 , and reduced diluted net income per ordinary share by $0.65 during the year ended December 31, 2019 . The carrying value of the Erwinaze intangible asset as of December 31, 2019 was $136.0 million . Based on finite-lived intangible assets recorded as of December 31, 2019 , and assuming the underlying assets will not be impaired and that we will not change the expected lives of any other assets, future amortization expenses were estimated as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 $ 251,032 2021 204,025 2022 159,038 2023 159,038 2024 159,038 Thereafter 1,369,480 Total $ 2,301,651 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Rebates and other sales deductions $ 96,860 $ 86,495 Employee compensation and benefits 80,290 58,543 Current portion of operating lease liabilities 12,728 — Selling and marketing accruals 11,299 6,780 Inventory-related accruals 7,816 8,753 Accrued interest 7,386 7,407 Royalties 6,931 2,679 Professional fees 4,718 2,333 Sales returns reserve 3,462 2,510 Clinical trial accruals 2,551 5,904 Accrued construction-in-progress 1,564 1,065 Derivative instrument liabilities 1,037 1,460 Accrued loss contingency — 58,154 Other 31,231 22,804 Total accrued liabilities $ 267,873 $ 264,887 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying amount of our indebtedness (in thousands): December 31, 2019 2018 2021 Notes $ 575,000 $ 575,000 Unamortized discount and debt issuance costs on 2021 Notes (38,865 ) (60,910 ) 2021 Notes, net 536,135 514,090 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (117,859 ) (138,914 ) 2024 Notes, net 457,141 436,086 Term loan 613,981 646,236 Total debt 1,607,257 1,596,412 Less current portion 33,387 33,387 Total long-term debt $ 1,573,870 $ 1,563,025 Credit Agreement On June 18, 2015, Jazz Pharmaceuticals plc, as guarantor, and certain of our wholly owned subsidiaries, as borrowers, entered into a credit agreement, or the 2015 credit agreement, that provided for a $750.0 million principal amount term loan, which was drawn in full at closing, and a $750.0 million revolving credit facility, of which $160.0 million was drawn at closing and subsequently repaid. We used the proceeds from initial borrowings under the 2015 credit agreement to repay in full the $893.1 million principal amount of term loans outstanding under the credit agreement that we entered into in June 2012, as subsequently amended, which we refer to as the previous credit agreement, and to pay related fees and expenses. The previous credit agreement was terminated upon repayment of the term loans outstanding thereunder. On July 12, 2016 , we amended the 2015 credit agreement to provide for a revolving credit facility of $1.25 billion and a $750.0 million term loan facility. We used the proceeds of $1.0 billion of loans under the revolving credit facility, together with cash on hand, to fund the acquisition of Celator Pharmaceuticals, Inc., or the Celator Acquisition. On June 7, 2018 , we entered into the second amendment to the 2015 credit agreement to provide for a revolving credit facility of $1.6 billion , which replaced the existing revolving credit facility of $1.25 billion , and a new $667.7 million term loan facility, which replaced the $750.0 million term loan facility, of which $617.7 million principal amount was outstanding as of December 31, 2019 . We refer to the 2015 credit agreement as amended by the first and second amendments as the amended credit agreement. We expect to use the proceeds from future loans under the revolving credit facility, if any, for permitted capital expenditures, permitted acquisitions, to provide for ongoing working capital requirements and for other general corporate purposes. Under the amended credit agreement, the term loan matures on June 7, 2023 and the revolving credit facility terminates, and any loans outstanding thereunder become due and payable, on June 7, 2023 . Borrowings under the amended credit agreement bear interest, at our option, at a rate equal to either (a) the LIBOR rate, plus an applicable margin ranging from 1.375% to 1.750% per annum, based upon our secured leverage ratio, or (b) the prime lending rate, plus an applicable margin ranging from 0.375% to 0.750% per annum, based upon our secured leverage ratio. The revolving credit facility has a commitment fee payable on the undrawn amount ranging from 0.25% to 0.35% per annum based upon our secured leverage ratio. As of December 31, 2019 , the interest rate on the term loan was 3.17% and the effective interest rate was 3.66% . As of December 31, 2019 , we had undrawn revolving credit facilities totaling $1.6 billion . Jazz Pharmaceuticals plc and certain of our wholly owned subsidiaries are borrowers under the amended credit agreement. The borrowers’ obligations under the amended credit agreement and any hedging or cash management obligations entered into with a lender are guaranteed on a senior secured basis by Jazz Pharmaceuticals plc and certain of our subsidiaries (including the issuer of the Exchangeable Senior Notes as described below) and are secured by substantially all of Jazz Pharmaceuticals plc’s, the borrowers’ and the guarantor subsidiaries’ assets. We may make voluntary prepayments of principal at any time without payment of a premium. We are required to make mandatory prepayments of the term loan (without payment of a premium) with (1) net cash proceeds from certain non-ordinary course asset sales (subject to other exceptions), (2) net cash proceeds from issuances of debt (other than certain permitted debt), and (3) casualty proceeds and condemnation awards (subject to other exceptions). Principal repayments of the term loan, which are due quarterly, are equal to 5.0% per annum of the principal amount outstanding on June 7, 2018 of $667.7 million , with any remaining balance payable on the maturity date. The amended credit agreement contains financial covenants that require Jazz Pharmaceuticals plc and our restricted subsidiaries to not (a) exceed a maximum secured net leverage ratio or (b) fall below a cash interest coverage ratio. As of December 31, 2019 , we were in compliance with these financial covenants. In connection with our entry into the amendments to the 2015 credit agreement, we recorded a loss on extinguishment and modification of debt of $1.4 million in 2018. Exchangeable Senior Notes Due 2024 In the third quarter of 2017, we completed a private placement of $575.0 million principal amount of 2024 Notes. We used the net proceeds from this offering to repay $500.0 million in outstanding loans under the revolving credit facility and to pay related fees and expenses. We used the remainder of the net proceeds for general corporate purposes. Interest on the 2024 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2018, at a rate of 1.50% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2024 Notes. The 2024 Notes mature on August 15, 2024, unless earlier exchanged, repurchased or redeemed. The holders of the 2024 Notes have the ability to require us to repurchase all or a portion of their 2024 Notes for cash in the event we undergo certain fundamental changes, such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from The Nasdaq Global Select Market. Prior to August 15, 2024, we may redeem the 2024 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2024 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2024 Notes on or after August 20, 2021, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption. The 2024 Notes are exchangeable at an initial exchange rate of 4.5659 ordinary shares per $1,000 principal amount of 2024 Notes, which is equivalent to an initial exchange price of approximately $219.02 per ordinary share. Upon exchange, the 2024 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and policy is to settle the principal amount of the 2024 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2024 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2024 Notes who elect to exchange their 2024 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to May 15, 2024, the 2024 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. In accounting for the issuance of the 2024 Notes, we separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated exchange feature. The carrying amount of the equity component representing the exchange option was determined by deducting the fair value of the liability component from the face value of the 2024 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of the 2024 Notes using the effective interest method with an effective interest rate of 6.8% per annum. We have determined the expected life of the 2024 Notes to be equal to the original seven -year term. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2019 and 2018, the “if-converted value” did not exceed the principal amount of the 2024 Notes. We allocated the total issuance costs incurred of $15.6 million to the liability and equity components based on their relative values. Issuance costs attributable to the liability component will be amortized to expense over the term of the 2024 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity. As of December 31, 2019 and 2018 , the carrying value of the equity component of the 2024 Notes, net of equity issuance costs, was $149.8 million . Exchangeable Senior Notes Due 2021 In August 2014, we completed a private placement of the 2021 Notes. Interest on the 2021 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year , beginning on February 15, 2015, at a rate of 1.875% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2021 Notes. The 2021 Notes mature on August 15, 2021 , unless earlier exchanged, repurchased or redeemed. The holders of the 2021 Notes have the ability to require us to repurchase all or a portion of their 2021 Notes for cash in the event Jazz Pharmaceuticals plc undergoes certain fundamental changes. Prior to August 15, 2021 , we may redeem the 2021 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2021 Note additional amounts as a result of certain tax-related events. We also may redeem the 2021 Notes on or after August 20, 2018 , in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption. The 2021 Notes are exchangeable at an initial exchange rate of 5.0057 ordinary shares per $1,000 principal amount of 2021 Notes, which is equivalent to an initial exchange price of approximately $199.77 per ordinary share. Upon exchange, the 2021 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and policy is to settle the principal amount of the 2021 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2021 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2021 Notes who elect to exchange their 2021 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to February 15, 2021, the 2021 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. In accounting for the issuance of the 2021 Notes, we separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated exchange feature. The carrying amount of the equity component representing the exchange option was determined by deducting the fair value of the liability component from the face value of the 2021 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of the 2021 Notes using the effective interest method with an effective interest rate of 6.4% per annum. We have determined the expected life of the 2021 Notes to be equal to the original seven -year term. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2019 and 2018 , the “if-converted value” did not exceed the principal amount of the 2021 Notes. We allocated the total issuance costs incurred of $16.1 million to the liability and equity components based on their relative values. Issuance costs attributable to the liability component will be amortized to expense over the term of the 2021 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity. As of December 31, 2019 and 2018 , the carrying value of the equity component of the 2021 Notes, net of equity issuance costs, was $126.9 million . The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100% -owned finance subsidiary of Jazz Pharmaceuticals plc. The Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals plc. No subsidiary of Jazz Pharmaceuticals plc guaranteed the Exchangeable Senior Notes. Subject to certain local law restrictions on payment of dividends, among other things, and potential negative tax consequences, we are not aware of any significant restrictions on the ability of Jazz Pharmaceuticals plc to obtain funds from the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries to transfer funds to Jazz Pharmaceuticals plc in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted. For the years ended December 31, 2019 , 2018 and 2017 , we recognized $59.1 million , $56.7 million and $37.8 million , respectively, in interest expense, net related to the contractual coupon rate and amortization of the debt discount on the Exchangeable Senior Notes. Scheduled maturities with respect to our long-term debt are as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2020 $ 33,387 2021 608,387 2022 33,387 2023 517,493 2024 575,000 Total $ 1,767,654 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We have noncancelable operating leases for our office buildings and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force. The components of the lease expense for the year ended December 31, 2019 were as follows (in thousands): Lease Cost Year Ended Operating lease cost $ 23,087 Short-term lease cost 2,465 Variable lease cost 5 Sublease income (634 ) Net lease cost $ 24,923 Supplemental balance sheet information related to operating leases was as follows (in thousands): Leases Classification December 31, Assets Operating lease assets Operating lease assets $ 139,385 Liabilities Current Operating lease liabilities Accrued liabilities 12,728 Non-current Operating lease liabilities Operating lease liabilities, less current portion 151,226 Total operating lease liabilities $ 163,954 Lease Term and Discount Rate December 31, Weighted-average remaining lease term - operating leases (years) 9.7 Weighted-average discount rate - operating leases 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 17,066 Non-cash operating activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 153,448 _____________________________ (1) Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02. Maturities of operating lease liabilities were as follows (in thousands): Year Ending December 31, Operating leases 2020 $ 21,315 2021 21,104 2022 21,139 2023 21,508 2024 23,857 Thereafter 104,655 Total lease payments $ 213,578 Less imputed interest (49,624 ) Present value of lease liabilities $ 163,954 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. Our exposure under these agreements is unknown because it involves future claims that may be made but have not yet been made against us. To date, we have not paid any claims or been required to defend any action related to these indemnification obligations. We have agreed to indemnify our executive officers, directors and certain other employees for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments we could be required to make under the indemnification obligations is unlimited; however, we maintain insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe the fair value of these indemnification obligations is not significant. Accordingly, we did not recognize any liabilities relating to these obligations as of December 31, 2019 and December 31, 2018 . No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. Other Commitments As of December 31, 2019 , we had $74.5 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. Legal Proceedings From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Repurchase Program In November 2016, our board of directors authorized a share repurchase program pursuant to which we were authorized to repurchase a number of ordinary shares having an aggregate purchase price of up to $300.0 million , exclusive of any brokerage commissions. In November and December 2018, our board of directors increased the existing share repurchase program authorization by $320.0 million and $400.0 million . In October 2019, our board of directors authorized the additional repurchase of shares having an aggregate purchase price of up to $500.0 million , exclusive of any brokerage commissions. Under this program, which has no expiration date, we may repurchase ordinary shares from time to time on the open market. The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under the amended credit agreement, corporate and regulatory requirements and market conditions. The share repurchase program may be modified, suspended or discontinued at any time without prior notice. In 2019 , we spent a total of $301.5 million to repurchase 2.3 million of our ordinary shares at an average total purchase price, including brokerage commissions, of $133.97 per share. In 2018, we spent a total of $523.7 million to repurchase 3.5 million of our ordinary shares at an average total purchase price, including brokerage commissions, of $148.33 per share. All ordinary shares repurchased were canceled. As of December 31, 2019 , the remaining amount authorized under the share repurchase program was $577.7 million . Authorized But Unissued Ordinary Shares We had reserved the following shares of authorized but unissued ordinary shares (in thousands): December 31, 2019 2018 2011 Equity Incentive Plan 19,552 17,729 2007 Employee Stock Purchase Plan 1,883 1,126 Amended and Restated 2007 Non-Employee Directors Stock Award Plan 438 453 Amended and Restated Directors Deferred Compensation Plan 178 178 2007 Equity Incentive Plan 13 13 Total 22,064 19,499 Dividends In 2019 and 2018, we did not declare or pay cash dividends on our common equity. Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded only out of, “distributable reserves.” In addition, the terms of our credit agreement restrict our ability to make certain restricted payments, including dividends and other distributions by us in respect of our ordinary shares, subject to, among other exceptions, (1) a general exception for dividends and restricted payments up to $30 million in the aggregate and (2) an exception that allows for restricted payments, subject to a cap equal to the sum of (i) $100 million plus (ii) so long as our secured leverage ratio (as defined in our credit agreement) does not exceed 3 :1 after giving pro forma effect to the restricted payment, a formula-based amount tied to our consolidated net income; provided that such cap applies only if our total leverage ratio (as defined in our credit agreement) exceeds 2 :1 after giving pro forma effect to the restricted payment. |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income and all changes in shareholders’ equity during a period, except for those changes resulting from investments by shareholders or distributions to shareholders. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss as of December 31, 2019 and 2018 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2018 $ 3,557 $ (201,348 ) $ (197,791 ) Other comprehensive loss before reclassifications (3,903 ) (20,720 ) (24,623 ) Amounts reclassified from accumulated other comprehensive loss (979 ) — (979 ) Other comprehensive loss, net (4,882 ) (20,720 ) (25,602 ) Balance at December 31, 2019 $ (1,325 ) $ (222,068 ) $ (223,393 ) In 2019 , other comprehensive loss reflects foreign currency translation adjustments, primarily due to the weakening of the euro against the U.S. dollar, and the net unrealized loss on derivatives that qualify as cash flow hedges. |
Net Income per Ordinary Share
Net Income per Ordinary Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Ordinary Share | Net Income per Ordinary Share Basic net income per ordinary share attributable to Jazz Pharmaceuticals plc is based on the weighted-average number of ordinary shares outstanding. Diluted net income per ordinary share attributable to Jazz Pharmaceuticals plc is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding. Basic and diluted net income per ordinary share attributable to Jazz Pharmaceuticals plc were computed as follows (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net income $ 523,367 $ 447,098 $ 487,848 Denominator: Weighted-average ordinary shares used in per share calculations - basic 56,749 59,976 60,018 Dilutive effect of employee equity incentive and purchase plans 801 1,245 1,299 Weighted-average ordinary shares used in per share calculations - diluted 57,550 61,221 61,317 Net income per ordinary share : Basic $ 9.22 $ 7.45 $ 8.13 Diluted $ 9.09 $ 7.30 $ 7.96 Potentially dilutive ordinary shares from our employee equity incentive and purchase plans and the Exchangeable Senior Notes are determined by applying the treasury stock method to the assumed exercise of share options, the assumed vesting of outstanding restricted stock units, or RSUs, the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP, and the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income per ordinary share because the average price of our ordinary shares in 2019 , 2018 and 2017 did not exceed the effective exchange prices per ordinary share of the Exchangeable Senior Notes. The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income attributable to Jazz Pharmaceuticals plc per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands): Year Ended December 31, 2019 2018 2017 Exchangeable Senior Notes 5,504 5,504 3,805 Options, RSUs and ESPP 5,000 3,113 3,333 |
Segment and Other Information
Segment and Other Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Other Information | Segment and Other Information Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker or, CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs. The following table presents total long-lived assets by location (in thousands): December 31, 2019 2018 Ireland $ 77,237 $ 61,290 United States 171,079 126,941 Italy 12,959 8,760 Other 9,616 3,367 Total long-lived assets (1) $ 270,891 $ 200,358 _________________________ (1) Long-lived assets consist of property, plant and equipment and operating lease assets. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents a summary of total revenues (in thousands): Year Ended December 31, 2019 2018 2017 Xyrem $ 1,642,525 $ 1,404,866 $ 1,186,699 Erwinaze/Erwinase 177,465 174,739 197,340 Defitelio/defibrotide 172,938 149,448 133,650 Vyxeos 121,407 100,835 33,790 Sunosi 3,714 — — Other 17,552 39,585 49,920 Product sales, net 2,135,601 1,869,473 1,601,399 Royalties and contract revenues 26,160 21,449 17,294 Total revenues $ 2,161,761 $ 1,890,922 $ 1,618,693 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 1,965,318 $ 1,727,576 $ 1,463,457 Europe 150,201 125,911 125,624 All other 46,242 37,435 29,612 Total revenues $ 2,161,761 $ 1,890,922 $ 1,618,693 The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: Year Ended December 31, 2019 2018 2017 ESSDS 76 % 74 % 73 % McKesson 14 % 17 % 16 % Financing and payment Our payment terms vary by the type and location of our customer but payment is generally required in a term ranging from 30 to 45 days. Contract Liabilities - Deferred Revenue The deferred revenue balance as of December 31, 2019 primarily related to deferred upfront fees received from Nippon Shinyaku Co., Ltd., or Nippon Shinyaku, in connection with two license, development and commercialization agreements granting Nippon Shinyaku exclusive rights to develop and commercialize each of Defitelio and Vyxeos in Japan. We recognized contract revenues of $5.4 million in 2019 relating to these upfront payments. The deferred revenue balances are being recognized over an average of four years representing the period we expect to perform our research and developments obligations under each agreement. The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the year ended December 31, 2019 (in thousands): Contract Liabilities Balance as of December 31, 2018 $ 14,995 Amount recognized within royalties and contract revenues (5,414 ) Balance as of December 31, 2019 $ 9,581 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2011 Equity Incentive Plan On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma were combined in a merger transaction, or the Azur Merger. In connection with the Azur Merger, Jazz Pharmaceuticals, Inc.’s board of directors adopted the 2011 Equity Incentive Plan, or the 2011 Plan, in October 2011 and its stockholders approved the 2011 Plan at the special meeting of the stockholders held in December 2011 in connection with the Azur Merger. The 2011 Plan became effective immediately before the consummation of the Azur Merger and was assumed and adopted by us upon the consummation of the Azur Merger. The terms of the 2011 Plan provide for the grant of stock options, stock appreciation rights, RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other property. All outstanding grants under the 2011 Plan were granted to employees and vest ratably over service periods of four years and expire no more than 10 years after the date of grant. As of December 31, 2019 , a total of 27,012,330 of our ordinary shares had been authorized for issuance under the 2011 Plan. In addition, the share reserve under the 2011 Plan will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 4.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 5,000,000 shares, or (c) such lesser number of ordinary shares as determined by our board of directors. On January 1, 2020, the share reserve under the 2011 Plan automatically increased by 2,526,341 ordinary shares pursuant to this provision. 2007 Equity Incentive Plan The 2007 Equity Incentive Plan, or the 2007 Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon consummation of the Azur Merger. The 2007 Plan provided for the grant of stock options, RSUs, stock appreciation rights, performance stock awards and other forms of equity compensation to employees, including officers, non-employee directors and consultants. Prior to the consummation of the Azur Merger, all of the grants under the 2007 Plan were granted to employees and vest ratably over service periods of three to five years and expire no more than 10 years after the date of grant. Effective as of the closing of the Azur Merger on January 18, 2012, the number of shares reserved for issuance under the 2007 Plan was set to 1,000,000 ordinary shares. The share reserve under the 2007 Plan will not automatically increase. Since the Azur Merger, all of the new grants under the 2007 Plan were granted to non-employee directors, vest ratably over service periods of one to three years and expire no more than 10 years after the date of grant. The 2007 Plan expired in April 2017, and accordingly, no new grants can be awarded under the 2007 Plan. As of December 31, 2019 , the number of shares reserved represents issuable shares from options granted but not yet exercised under the 2007 Plan. 2007 Employee Stock Purchase Plan In 2007, Jazz Pharmaceuticals, Inc.’s employees became eligible to participate in the ESPP. The ESPP was amended and restated by Jazz Pharmaceuticals, Inc.’s board of directors in October 2011 and approved by its stockholders in December 2011. The amended and restated ESPP became effective immediately prior to the effective time of the Azur Merger and was assumed by us upon the consummation of the Azur Merger. The amended and restated ESPP allows our eligible employee participants (including employees of any of a parent or subsidiary company if our board of directors designates such company as eligible to participate) to purchase our ordinary shares at a discount of 15% through payroll deductions. The ESPP consists of a fixed offering period of 24 months with four purchase periods within each offering period. The number of shares available for issuance under our ESPP during any six-month purchase period is 175,000 shares. As of December 31, 2019 , a total of 4,421,024 of our ordinary shares had been authorized for issuance under the ESPP. The share reserve under the ESPP will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 1.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 1,000,000 shares, and (c) such lesser number of ordinary shares as determined by our board of directors or a duly-authorized committee thereof. On January 1, 2020, the share reserve under the ESPP automatically increased by 842,113 ordinary shares pursuant to this provision. Amended and Restated 2007 Non-Employee Directors Stock Award Plan The Amended and Restated 2007 Non-Employee Directors Stock Award Plan, or the 2007 Directors Award Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon the consummation of the Azur Merger. Until October 2011, the 2007 Directors Award Plan provided for the automatic grant of stock options to purchase shares of Jazz Pharmaceuticals, Inc.’s common stock to its non-employee directors initially at the time any individual first became a non-employee director, which vest over three years , and then annually over their period of service on its board of directors, which vest over one year . On October 24, 2011, Jazz Pharmaceuticals, Inc.’s board of directors amended the 2007 Directors Award Plan to eliminate all future initial and annual automatic grants so that future automatic grants would not be made that would be subject to the excise tax imposed by Section 4985 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, in connection with the Azur Merger. Accordingly, all future stock option grants under the 2007 Directors Award Plan will be at the discretion of our board of directors. Since the Azur Merger, all of the new grants under the 2007 Directors Award Plan were granted to non-employee directors and vest ratably over service periods of one to three years and expire no more than 10 years after the date of grant. In addition, the 2007 Directors Award Plan provides the source of shares to fund distributions made prior to August 15, 2010 under the Directors Deferred Compensation Plan described below. In August 2016, our shareholders approved our proposal to expand the types of stock awards that may be granted to our non-employee directors under the 2007 Directors Award Plan and eliminate the final automatic share reserve increase under the 2007 Directors Award Plan that was scheduled to occur on January 1, 2017. As of December 31, 2019 , a total of 903,938 of our ordinary shares had been authorized for issuance under the 2007 Directors Award Plan. Amended and Restated Directors Deferred Compensation Plan In May 2007, the Jazz Pharmaceuticals, Inc. board of directors adopted the Directors Deferred Compensation Plan, or the Directors Deferred Plan, which was amended in December 2008 and was then amended and restated in August 2010, and which was continued and assumed by us upon consummation of the Azur Merger. The Directors Deferred Plan allows each non-employee director to elect to defer receipt of all or a portion of his or her annual retainer fees to a future date or dates. Amounts deferred under the Directors Deferred Plan are credited as shares of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) to a phantom stock account, the number of which are based on the amount of the retainer fees deferred divided by the market value of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) on the first trading day of the first open window period following the date the retainer fees are deemed earned. On the 10th business day following the day of separation from the board of directors or the occurrence of a change in control, or as soon thereafter as practical once the non-employee director has provided the necessary information for electronic deposit of the deferred shares, each non-employee director will receive (or commence receiving, depending upon whether the director has elected to receive distributions from his or her phantom stock account in a lump sum or in installments over time) a distribution of his or her phantom stock account, in our ordinary shares (i) reserved under the 2007 Directors Option Plan prior to August 15, 2010 and (ii) from a new reserve of 200,000 shares set up under the Directors Deferred Plan on August 15, 2010. Since the consummation of the Azur Merger we have not permitted non-employee directors to defer any annual retainer fees under the Directors Deferred Plan. On October 31, 2019, our board of directors approved the termination of the Directors Deferred Plan, and all outstanding phantom stock will be distributed to each applicable non-employee director in November 2020. We recorded no expense in 2019 , 2018 and 2017 related to retainer fees earned and deferred. As of December 31, 2019 , 14,499 of our ordinary shares that were unissued related to retainer fees that were deferred under the Directors Deferred Plan. Share-Based Compensation The table below shows, for all share option grants, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted in each of the past three years: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 42.09 $ 47.17 $ 42.72 Volatility 32 % 35 % 35 % Expected term (years) 4.5 4.5 4.3 Range of risk-free rates 1.3-2.5% 2.2-3.0% 1.6-2.1% Expected dividend yield — % — % — % We rely on a blend of the historical and implied volatilities of our own ordinary shares to determine expected volatility for share option grants. In addition, we use a single volatility estimate for each share option grant. The weighted-average volatility is determined by calculating the weighted average of volatilities for all share options granted in a given year. The expected term of share option grants represents the weighted-average period the awards are expected to remain outstanding and our estimates were based on historical exercise data. The risk-free interest rate assumption was based on zero coupon U.S. Treasury instruments whose term was consistent with the expected term of our share option grants. The expected dividend yield assumption was based on our history and expectation of dividend payouts. Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands): Year Ended December 31, 2019 2018 2017 Selling, general and administrative $ 78,697 $ 76,770 $ 83,218 Research and development 25,229 19,037 17,870 Cost of product sales 6,637 6,634 5,812 Total share-based compensation expense, pre-tax 110,563 102,441 106,900 Income tax benefit from share-based compensation expense (15,712 ) (17,230 ) (21,792 ) Total share-based compensation expense, net of tax $ 94,851 $ 85,211 $ 85,108 We recognized income tax benefits related to share option exercises of $5.1 million , $7.7 million and $8.9 million in 2019 , 2018 and 2017 , respectively. Share Options The following table summarizes information as of December 31, 2019 and activity during 2019 related to our share option plans: Shares Subject to Outstanding Options (In thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2019 5,280 $ 127.08 Options granted 1,691 138.14 Options exercised (515 ) 90.27 Options forfeited (436 ) 139.56 Options expired (186 ) 159.59 Outstanding at December 31, 2019 5,834 $ 131.57 6.6 $ 127,778 Vested and expected to vest at December 31, 2019 5,553 $ 131.15 6.5 $ 124,884 Exercisable at December 31, 2019 3,402 $ 125.81 5.1 $ 102,366 Aggregate intrinsic value shown in the table above is equal to the difference between the exercise price of the underlying share options and the fair value of our ordinary shares for share options that were in the money. The aggregate intrinsic value changes based on the fair market value of our ordinary shares. The aggregate intrinsic value of share options exercised was $26.2 million , $43.4 million and $38.9 million during 2019 , 2018 and 2017 , respectively. We issued new ordinary shares upon exercise of share options. As of December 31, 2019 , total compensation cost not yet recognized related to unvested share options was $80.1 million , which is expected to be recognized over a weighted-average period of 2.6 years. As of December 31, 2019 , total compensation cost not yet recognized related to grants under the ESPP was $4.6 million , which is expected to be recognized over a weighted-average period of 1.0 years. Restricted Stock Units In 2019 , we granted RSUs covering an equal number of our ordinary shares to employees with a weighted-average grant date fair value of $138.11 . The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares as of that date. The fair value of the RSUs is recognized as an expense ratably over the vesting period of four years . In 2019 , 391,000 RSUs were released with 265,000 ordinary shares issued and 126,000 ordinary shares withheld for tax purposes. The total fair value of shares vested was $52.0 million , $55.8 million and $53.2 million during 2019 , 2018 and 2017 , respectively. As of December 31, 2019 , total compensation cost not yet recognized related to unvested RSUs was $101.0 million , which is expected to be recognized over a weighted-average period of 2.5 years. The following table summarizes information as of December 31, 2019 and activity during 2019 related to our RSUs: Number of RSUs (in thousands) Weighted- Weighted- Aggregate Outstanding at January 1, 2019 1,102 $ 142.13 RSUs granted 682 138.11 RSUs released (391 ) 144.34 RSUs forfeited (212 ) 140.76 Outstanding at December 31, 2019 1,181 $ 139.32 1.4 $ 176,158 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We operate a number of defined contribution retirement plans. The costs of these plans are charged to the consolidated statements of income in the period they are incurred. We recorded expense related to our defined contribution plans of $8.2 million , $6.4 million and $5.5 million in 2019 , 2018 and 2017 , respectively. In Ireland, we operate a defined contribution plan in which we contribute up to 8% of an employee’s eligible earnings. We recorded expense of $1.3 million , $1.2 million and $1.0 million in 2019 , 2018 and 2017 , respectively, in connection with the contributions we made under the Irish defined contribution plan. In the U.S., we provide a qualified 401(k) savings plan for our U.S.-based employees. All U.S.-based employees are eligible to participate, provided they meet the requirements of the plan. We match certain employee contributions under the 401(k) savings plan. We recorded expense of $5.0 million , $4.2 million and $3.7 million in 2019 , 2018 and 2017 , respectively. In the United Kingdom, or UK, we operate a defined contribution plan in which we contribute up to 12% of an employee’s eligible earnings. We recorded expense of $1.1 million , $0.8 million and $0.7 million in 2019 , 2018 and 2017 , respectively, in connection with contributions we made under the UK defined contribution plan. In France, we operate a defined contribution plan in which we contribute up to 14% of an employee’s eligible earnings. We recorded expense of $0.6 million , $0.4 million and $0.3 million in 2019 , 2018 and 2017 , respectively, in connection with the contributions we made under the French defined contribution plan. In France, we also accrue for a potential liability which is payable if an employee leaves employment. The accrued liability for France was $0.6 million as of December 31, 2019 and $0.4 million as of December 31, 2018 . In Italy, we accrue for a potential liability which is payable if an employee leaves employment. The accrued liability for Italy was $0.3 million as of December 31, 2019 and 2018 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before the income tax provision (benefit) and equity in loss of investees were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Ireland $ (6,451 ) $ 170,666 $ 77,476 United States 317,728 294,621 271,440 Other 143,025 64,176 92,201 Total $ 454,302 $ 529,463 $ 441,117 The following table sets forth the details of the income tax provision (benefit) (in thousands): Year Ended December 31, 2019 2018 2017 Current Ireland $ 51,696 $ 33,431 $ 28,045 United States 109,495 95,143 135,608 Other 2,265 40,403 14,198 Total current tax expense 163,456 168,977 177,851 Deferred, exclusive of other components below Ireland (163,626 ) (12,408 ) (19,709 ) United States (41,297 ) (41,337 ) (27,559 ) Other (37,244 ) (34,545 ) (19,108 ) Total deferred, exclusive of other components (242,167 ) (88,290 ) (66,376 ) Deferred, change in tax rates United States 203 (538 ) (155,679 ) Other 5,354 13 (3,536 ) Total deferred, change in tax rates 5,557 (525 ) (159,215 ) Total deferred tax benefit (236,610 ) (88,815 ) (225,591 ) Total income tax provision (benefit) $ (73,154 ) $ 80,162 $ (47,740 ) On December 22, 2017, the U.S. Tax Cuts and Jobs Act, or U.S. Tax Act, was signed into law. The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a modified territorial tax system, imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and changing the rules which determine whether a U.S. person is a U.S. shareholder of a controlled foreign corporation, for 2017 and onwards. The U.S. Tax Act reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. It also included two new U.S. tax base erosion provisions, the global intangible low-taxed income, or GILTI, provisions and the base-erosion and anti-abuse tax, or BEAT, provisions. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The GILTI tax expenses recognized in our consolidated statements of income in 2019 and 2018 were not significant. The Company elects to account for tax expenses associated with the GILTI provisions in the period they are incurred. The BEAT provisions in the U.S. Tax Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company was not subject to BEAT in 2019 or 2018. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. federal income tax rate from 35% to 21% under the U.S. Tax Act, we remeasured our net deferred tax liabilities as of December 22, 2017 and recognized a $155.1 million income tax benefit in our consolidated statement of income in 2017. Our income tax benefit of $73.2 million and $47.7 million in 2019 and 2017 , respectively, and our income tax provision of $80.2 million in 2018 related to tax arising on income in Ireland, the U.S. and certain other foreign jurisdictions, certain unrecognized tax benefits and various expenses not deductible for income tax purposes. The income tax benefit in 2019 includes a discrete tax benefit of $112.3 million resulting from an intra-entity intellectual property asset transfer. The tax benefit, which represents a deferred future benefit, was recorded as a deferred tax asset. The income tax benefit in 2017 included a provisional benefit of $148.8 million relating to the impact of the enactment of the U.S Tax Act. The effective tax rates for 2019 , 2018 and 2017 were (16.1)% , 15.1% and (10.8)% , respectively. The effective tax rate for 2019 was lower than the Irish statutory rate of 12.5% primarily due to the impact of the intra-entity intellectual property asset transfer. The effective tax rates for 2018 was higher than the Irish statutory rate of 12.5% , primarily due to income taxable at a rate higher than the Irish statutory rate and unrecognized tax benefits, partially offset by the release of reserves related to unrecognized tax benefits from the expiration of a statute of limitation, originating tax credits and the release of a valuation allowance held against certain foreign net operating losses, or NOLs. The effective tax rate for 2017 was lower than the Irish statutory rate of 12.5% , primarily due to the impact of the enactment of the U.S. Tax Act. The decrease in the effective tax rate in 2019 compared to 2018 was primarily due to the impact of the intra-entity intellectual property asset transfer. Excluding this effect, the decrease in the effective tax rate in 2019 compared to 2018 was primarily due to the benefit from the application of the Italian patent box incentive regime for 2015 through 2019. The increase in the effective tax rate in 2018 compared to 2017 was primarily due to the impact of the enactment of the U.S. Tax Act in 2017. Excluding this effect, the effective tax rate in 2018 decreased compared to 2017, primarily due to a decrease in the U.S. corporate income tax rate. The reconciliation between the statutory income tax rate applied to income before the income tax provision (benefit) and equity in loss of investees and our effective income tax rate was as follows: Year Ended December 31, 2019 2018 2017 Statutory income tax rate 12.5 % 12.5 % 12.5 % Intra-entity transfer of intellectual property assets (24.7 )% — % — % Foreign income tax rate differential 8.7 % 11.9 % 20.3 % Research and other tax credits (8.7 )% (3.0 )% (2.6 )% Patent box incentive benefit (7.0 )% — % — % Deduction on subsidiary equity (5.2 )% (0.5 )% (0.7 )% Change in valuation allowance 3.3 % 3.2 % (2.8 )% Non-deductible acquired IPR&D 2.5 % — % — % Non-deductible compensation 1.8 % 1.2 % 2.6 % Financing costs (1.7 )% (4.3 )% (5.6 )% Change in tax rate 1.5 % (0.1 )% (0.4 )% Change in estimates 0.3 % (1.1 )% (2.1 )% Change in unrecognized tax benefits 0.1 % 1.1 % 2.8 % Excess tax benefits from share-based compensation (0.1 )% (0.4 )% (1.5 )% Non-deductible loss contingency — % 0.8 % — % Impact of U.S. Tax Act — % (1.4 )% (33.7 )% Investment in subsidiaries — % (4.8 )% — % Other 0.6 % — % 0.4 % Effective income tax rate (16.1 )% 15.1 % (10.8 )% Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 90,670 $ 106,128 Tax credit carryforwards 230,447 156,242 Intangible assets 154,844 23,469 Share-based compensation 26,091 24,592 Accruals 49,063 57,575 Indirect effects of unrecognized tax benefits 39,432 34,349 Investment in subsidiaries — 25,585 Lease liabilities 33,847 — Other 48,630 51,175 Total deferred tax assets 673,024 479,115 Valuation allowance (66,307 ) (61,237 ) Net deferred tax assets 606,717 417,878 Deferred tax liabilities: Intangible assets (537,520 ) (595,746 ) Operating lease assets (28,442 ) — Other (43,447 ) (73,350 ) Total deferred tax liabilities (609,409 ) (669,096 ) Net deferred tax liabilities $ (2,692 ) $ (251,218 ) The net change in valuation allowance was an increase of $5.1 million and $9.1 million in 2019 and 2018 , respectively, and a decrease of $1.0 million in 2017 . The following table summarizes the presentation of deferred tax assets and liabilities (in thousands): December 31, 2019 2018 Deferred tax assets $ 221,403 $ 57,879 Deferred tax liabilities (224,095 ) (309,097 ) Net deferred tax liabilities $ (2,692 ) $ (251,218 ) As of December 31, 2019 , we had NOL carryforwards and tax credit carryforwards for U.S. federal income tax purposes of approximately $273.0 million and $173.1 million , respectively, available to reduce future income subject to income taxes. These NOL carryforwards are inclusive of $204.7 million from the Celator Acquisition in 2016 and $18.7 million from the Cavion acquisition in 2019. The U.S. federal NOL carryforwards will expire, if not utilized, in the tax years 2020 to 2036 , and the U.S. federal tax credits will expire, if not utilized, in the tax years 2020 to 2039 . In addition, we had approximately $94.0 million of NOL carryforwards and $11.3 million of tax credit carryforwards as of December 31, 2019 available to reduce future taxable income for U.S. state income tax purposes. The U.S. state NOL carryforwards will expire, if not utilized, in the tax years 2020 to 2038 . As of December 31, 2019 , there were NOL and other carryforwards for income tax purposes of approximately $78.4 million , $46.2 million , $45.2 million and $24.6 million available to reduce future income subject to income taxes in Ireland, United Kingdom, Luxembourg and Malta, respectively. The NOLs and other deductions generated in Ireland, the United Kingdom, Luxembourg and Malta have no expiration date. We also had foreign tax credit carryforwards in Ireland, as of December 31, 2019 , of $41.7 million , which may only be utilized against certain sources of income. The foreign tax credit carryforwards have no expiration date. Utilization of certain of our NOL and tax credit carryforwards in the U.S. is subject to an annual limitation due to the ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code and similar state provisions. Such an annual limitation may result in the expiration of certain NOLs and tax credits before future utilization. In addition, as a result of the Azur Merger, until 2022 we are subject to certain limitations under the Internal Revenue Code in relation to the utilization of U.S. NOLs to offset U.S. taxable income resulting from certain transactions. Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. Our valuation allowance was $66.3 million and $61.2 million as of December 31, 2019 and 2018 , respectively, for certain Irish, U.S. (federal and state) and foreign deferred tax assets which we maintain until sufficient positive evidence exists to support reversal. During 2019, as part of the overall change in valuation allowance, we recognized a net income tax provision of $6.3 million relating primarily to the creation of a valuation allowance of $15.7 million against certain deferred tax assets primarily associated with foreign tax credits and temporary differences related to foreign subsidiaries, partially offset by the net release of valuation allowances against certain deferred tax assets primarily associated with NOLs. During 2018, as part of the overall change in valuation allowance, we recognized a net income tax provision of $11.2 million relating primarily to the creation of a valuation allowance of $25.7 million against certain deferred tax assets primarily associated with temporary differences related to foreign subsidiaries, partially offset by the net release of valuation allowances against certain deferred tax assets primarily associated with NOLs and foreign tax credits. The $11.2 million net income tax provision included a benefit of $10.9 million relating to a change in judgment leading to the reversal of a valuation allowance against certain deferred tax assets, primarily related to NOLs in the United Kingdom and a benefit of $5.9 million relating to the reversal of a valuation allowance upon completing our analysis of our ability to utilize certain foreign tax credits generated by the one-time transition tax in the U.S. Management determined that valuation allowances were no longer needed on these deferred tax assets based on an assessment of the relative impact of all positive and negative evidence that existed at December 31, 2018, including an evaluation of cumulative income in recent years, future sources of taxable income exclusive of reversing temporary differences, and significant risks and uncertainties related to our business. During 2017, as part of the overall change in valuation allowance, we recognized a net income tax benefit of $6.6 million relating to the net release of a valuation allowance against certain deferred tax assets primarily associated with NOLs, partially offset by the creation of a provisional valuation allowance of $5.9 million against certain deferred tax assets primarily associated with excess foreign tax credits generated during the year as a result of the U.S. Tax Act. The $6.6 million net income tax benefit included a benefit of $9.1 million relating to the utilization of NOL carryforwards against which a valuation allowance was carried. We periodically evaluate the likelihood of the realization of deferred tax assets and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of tax audits and the regulatory approval of products currently under development. Realization of substantially all the deferred tax assets is dependent on future book income. Temporary differences related to foreign subsidiaries that are considered indefinitely reinvested totaled approximately $1.6 billion and $1.2 billion as of December 31, 2019 and 2018 , respectively. In the event of the distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, we may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits and foreign withholding taxes payable to certain foreign tax authorities. As of December 31, 2019 , it was not practicable to determine the amount of the unrecognized deferred tax liability related to these earnings. We only recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, we have recorded an unrecognized tax benefit for certain tax benefits which we judge may not be sustained upon examination. A reconciliation of our gross unrecognized tax benefits follows (in thousands): December 31, 2019 2018 2017 Balance at the beginning of the year $ 118,213 $ 106,162 $ 90,910 Increases related to current year tax positions 27,552 22,649 27,875 Increases related to prior year tax positions 761 7,584 1,620 Decreases related to prior year tax positions (91 ) — (1,075 ) Lapse of the applicable statute of limitations (22,116 ) (18,182 ) (13,168 ) Balance at the end of the year $ 124,319 $ 118,213 $ 106,162 The unrecognized tax benefits were included in other non-current liabilities and deferred tax assets, net, in our consolidated balance sheets. Interest related to our unrecognized tax benefits is recorded in the income tax provision in our consolidated statements of income. As of December 31, 2019 and 2018 , our accrued interest and penalties related to unrecognized tax benefits was $7.4 million and $6.3 million , respectively. Interest and penalties related to unrecognized tax benefits recognized in the statements of income were not significant. Included in the balance of unrecognized tax benefits were potential benefits of $78.8 million and $78.5 million at December 31, 2019 and 2018 , respectively, that, if recognized, would affect the effective tax rate on income. We file income tax returns in multiple tax jurisdictions, the most significant of which are Ireland and the U.S. (both at the federal level and in various state jurisdictions). For Ireland we are no longer subject to income tax audits by taxing authorities for the years prior to 2014. The U.S. jurisdictions generally have statute of limitations three to four years from the later of the return due date or the date when the return was filed. However, in the U.S. (at the federal level and in most states), carryforward tax attributes that were generated in 2015 and earlier may still be adjusted upon examination by the tax authorities. Certain of our subsidiaries are currently under examination by the French tax authorities for the years ended December 31, 2012, 2013, 2015, 2016 and 2017. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes. In December 2015, we received proposed tax assessment notices, and, in October 2018 and December 2019, we received revised tax assessment notices from the French tax authorities for 2012 and 2013 and in December 2018 and September 2019, we received a proposed tax assessment notice for 2015, 2016 and 2017, relating to certain transfer pricing adjustments. The notices propose additional French tax of approximately $42 million for 2012 and 2013 and approximately $12 million for 2015, 2016 and 2017 including interest and penalties through the respective dates of the proposed assessments, translated at the foreign exchange rate at December 31, 2019 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event License Agreement On December 19, 2019, we entered into an exclusive license agreement with Pharma Mar, S.A., or PharmaMar, for development and U.S. commercialization of lurbinectedin, a product candidate under clinical investigation for the treatment of patients with relapsed SCLC. Lurbinectedin was granted orphan drug designation for SCLC by the FDA in August 2018. In December 2019, PharmaMar submitted an NDA to the FDA for accelerated approval of lurbinectedin for relapsed SCLC based on data from a Phase 2 trial, and in February 2020, the FDA accepted the NDA for filing with priority review. Under the terms of this agreement, which become effective in January 2020 upon expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, we paid PharmaMar an upfront payment of $200 million , which will be recorded as acquired IPR&D expense in our consolidated statements of income in the first quarter of 2020. PharmaMar is eligible to receive potential regulatory milestone payments of up to $250 million upon the achievement of accelerated and/or full regulatory approval of lurbinectedin by FDA within certain timelines. PharmaMar is also eligible to receive up to $550 million in potential commercial milestone payments, as well as incremental tiered royalties on future net sales of lurbinectedin ranging from the high teens up to 30 percent |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following interim financial information presents our 2019 and 2018 results of operations on a quarterly basis (in thousands, except per share amounts): 2019 March 31 June 30 September 30 December 31 Revenues $ 508,186 $ 534,133 $ 537,702 $ 581,740 Gross margin (1) 469,825 495,747 500,921 541,178 Net income 85,201 261,898 102,276 73,992 Net income per ordinary share, basic 1.49 4.62 1.80 1.31 Net income per ordinary share, diluted 1.47 4.56 1.78 1.29 2018 March 31 June 30 September 30 December 31 Revenues $ 444,613 $ 500,479 $ 469,373 $ 476,457 Gross margin (1) 406,928 461,381 438,623 440,997 Net income 45,991 92,321 149,316 159,470 Net income per ordinary share, basic 0.77 1.53 2.47 2.69 Net income per ordinary share, diluted 0.75 1.50 2.41 2.64 __________________________ (1) Gross margin is computed by subtracting cost of product sales (excluding amortization of acquired developed technologies) from product sales, net. The interim financial information above includes the following items: • Estimated loss contingency of $57.0 million in the first quarter of 2018; • Impairment charges and disposal costs of $44.0 million in the second quarter of 2018; • Upfront and milestone payments of $56.0 million and $48.3 million in the first and third quarters of 2019, respectively, and $11.0 million in the first quarter of 2018; • A one-time tax benefit of $112.3 million resulting from an intra-entity intellectual property asset transfer in the second quarter of 2019; and • Amortization costs of $111.1 million in the fourth quarter of 2019 in respect of the PRV. . |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (In thousands) Balance at beginning of period Additions charged to costs and expenses Other Additions Deductions Balance at end of period For the year ended December 31, 2019 Allowance for doubtful accounts (1) $ 50 $ 9 $ — $ (9 ) $ 50 Allowance for sales discounts (1) 76 782 — (745 ) 113 Allowance for chargebacks (1) 408 41,864 — (41,139 ) 1,133 Deferred tax asset valuation allowance (2)(3)(4) 61,237 20,086 357 (15,373 ) 66,307 For the year ended December 31, 2018 Allowance for doubtful accounts (1) $ 396 $ 20 $ — $ (366 ) $ 50 Allowance for sales discounts (1) 103 811 — (838 ) 76 Allowance for chargebacks (1) 3,663 41,387 — (44,642 ) 408 Deferred tax asset valuation allowance (2)(3) 52,144 35,500 — (26,407 ) 61,237 For the year ended December 31, 2017 Allowance for doubtful accounts (1) $ 287 $ 231 $ — $ (122 ) $ 396 Allowance for sales discounts (1) 118 1,087 — (1,102 ) 103 Allowance for chargebacks (1) 4,749 41,941 — (43,027 ) 3,663 Deferred tax asset valuation allowance (2)(3)(4) 53,184 7,509 5,581 (14,130 ) 52,144 __________________________ (1) Shown as a reduction of accounts receivable. Charges related to sales discounts and chargebacks are reflected as a reduction of revenue. (2) Additions to the deferred tax asset valuation allowance charged to costs and expenses relate to movements on certain Irish, U.S. (federal and state) and other foreign deferred tax assets where we continue to maintain a valuation allowance until sufficient positive evidence exists to support reversal. (3) Deductions to the deferred tax asset valuation allowance include movements relating to utilization of NOLs and tax credit carryforwards, release in valuation allowance and other movements including adjustments following finalization of tax returns. (4) Other additions to the deferred tax asset valuation allowance relate to currency translation adjustments recorded directly in other comprehensive income and, in 2019, additions resulting from the Cavion asset acquisition. . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of Jazz Pharmaceuticals plc and our subsidiaries and intercompany transactions and balances have been eliminated. Our consolidated financial statements include the results of operations of businesses we have acquired from the date of each acquisition for the applicable reporting periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Adoption of New Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-02. Under the new guidance, lessees are required to recognize a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a corresponding lease liability, which represents the lessee’s obligation to make lease payments under a lease, measured on a discounted basis. We adopted ASU No. 2016-02 on a modified retrospective basis applied to leases existing as of, or entered into after, January 1, 2019. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019. The adoption of ASU No. 2016-02 resulted in the recognition of right-of-use assets and lease liabilities of $149.4 million and $162.9 million , respectively, on the consolidated balance sheet as of January 1, 2019, and the de-recognition of the build-to-suit assets and related financing obligations on the consolidated balance sheet as of December 31, 2018 of $95.4 million and $109.8 million , respectively, with the balance impacting retained earnings, deferred rent and deferred tax liabilities. The right-of-use assets and lease liabilities primarily relate to real estate leases. Refer to Note 12 for lease-related disclosures. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments are effective for annual reporting periods beginning after December 15, 2020 with early adoption permitted. We are currently evaluating the impact of adopting this new accounting guidance. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for us beginning January 1, 2020 and early adoption is permitted. The new guidance is not expected to have a material impact on our results of operations and financial position. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties Our financial results are significantly influenced by sales of Xyrem. Our ability to maintain or increase Xyrem product sales is subject to a number of risks and uncertainties including, without limitation, the introduction of new products in the U.S. market that compete with, or otherwise disrupt the market for, Xyrem in the treatment of cataplexy and/or EDS in narcolepsy, including generic or authorized generic versions of sodium oxybate; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors; challenges to our intellectual property around Xyrem; and continued acceptance of Xyrem by physicians and patients. In addition to risks related specifically to Xyrem, we are subject to other challenges and risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates and effectively commercializing our approved products such as Sunosi and, if approved, JZP-258 and lurbinectedin; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of December 31, 2019 and 2018 , we had foreign exchange forward contracts with notional amounts totaling $180.9 million and $271.5 million , respectively. As of December 31, 2019 and 2018 , the outstanding foreign exchange forward contracts had a net asset fair value of $2.3 million and a net liability fair value of $0.3 million , respectively. As of December 31, 2019 and 2018 , we had interest rate swap contracts with notional amounts totaling $300.0 million . These outstanding interest rate swap contracts had a net liability fair value of $1.5 million and a net asset fair value of $4.1 million as of December 31, 2019 and 2018 , respectively. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of December 31, 2019 , allowances on receivables were not material. As of December 31, 2019 , two customers accounted for 89% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 77% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 12% of gross accounts receivable. As of December 31, 2018 , two customers accounted for 89% of gross accounts receivable, ESSDS, which accounted for 74% of gross accounts receivable, and McKesson, which accounted for 15% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier. |
Business Acquisitions | Business Acquisitions Our consolidated financial statements include the results of operations of an acquired business from the date of acquisition. We account for acquired businesses using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that assets acquired, liabilities assumed and any noncontrolling interests in the acquired business be recognized at their estimated fair values as of the acquisition date, with limited exceptions, and that the fair value of acquired in-process research and development, or IPR&D, be recorded on the balance sheet. Also, transaction costs are expensed as incurred. Any excess of the acquisition consideration over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. |
Cash Equivalents and Investments | Cash Equivalents and Investments We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Investments consist of time deposits with initial maturities of greater than three months. Collectively, cash equivalents and investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive loss in shareholders’ equity. We use the specific-identification method for calculating realized gains and losses on securities sold. Realized gains and losses and declines in value judged to be other than temporary on investments are included in interest expense, net in the consolidated statements of income. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We record the fair value of derivative instruments as either assets or liabilities on the consolidated balance sheets. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedging transaction and, if it is, the type of hedging transaction. For a derivative to qualify as a hedge at inception and throughout the hedged period, we formally document the nature and relationships between the hedging instruments and hedged item. We assess, both at inception and on an on-going basis, whether the derivative instruments that are used in cash flow hedging transactions are highly effective in offsetting the changes in cash flows of hedged items. Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings. Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows: Buildings 40 years Manufacturing equipment and machinery 5-10 years Computer software and equipment 3-7 years Furniture and fixtures 5 years Leasehold improvements are amortized over the shorter of the noncancelable term of our leases or their economic useful lives. Maintenance and repairs are expensed as incurred. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. The operating lease asset also includes any lease payments made, reduced by lease incentives and increased by initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For vehicle leases we account for the lease and non-lease components as a single lease component. We have elected the short-term lease exemption and, therefore, do not recognize a right-of-use asset or corresponding liability for lease arrangements with an original term of 12 months or less. Rent expense under short-term leases is recognized on a straight-line basis over the lease term. |
Goodwill, Acquired In-Process Research and Development, and Intangible Assets | Goodwill Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. We have determined that we operate in a single segment and have a single reporting unit associated with the development and commercialization of pharmaceutical products. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then, in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We test goodwill for impairment annually in October and when events or changes in circumstances indicate that the carrying value may not be recoverable. Acquired In-Process Research and Development The initial costs of rights to IPR&D projects acquired in an asset acquisition are expensed as IPR&D unless the project has an alternative future use. The fair value of IPR&D projects acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets until the underlying project receives regulatory approval, at which point the intangible asset will be accounted for as a finite-lived intangible asset, or discontinued, at which point the intangible asset will be written off. Development costs incurred after an acquisition are expensed as incurred. Intangible Assets Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from two to 18 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. |
Revenue Recognition | Revenue Recognition Our revenue comprises product sales, net and royalty and contract revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Prior to recognizing revenue, we make estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Product Sales, Net Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in time, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient. Reserves for Variable Consideration Revenues from sales of products are recorded at the net sales price, which includes estimates of variable consideration for which reserves are established and which relate to returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, government chargebacks, coupon programs and rebates under managed care plans and commercial payor contracts. Calculating certain of these reserves involves estimates and judgments and we determine their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, our expectations regarding future utilization rates for these programs and channel inventory data. These reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. We reassess our reserves for variable consideration at each reporting date. Historically, adjustments to estimates for these reserves have not been material. Reserves for returns, specialty distributor fees, wholesaler fees, government rebates, coupon programs and rebates under managed care plans and commercial payor contracts are included within current liabilities in our consolidated balance sheets. Reserves for government chargebacks and prompt payment discounts are shown as a reduction in accounts receivable. Royalties and Contract Revenues We enter into out-licensing agreements under which we license certain rights to our products or product candidates to third parties. If a licensing arrangement includes multiple goods or services, we consider whether the license is distinct. If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If the license to our intellectual property is determined not to be distinct, it is combined with other goods or services into a combined performance obligation. We consider whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress each reporting date and, if necessary, adjust the measure of performance and related revenue recognition. At the inception of each arrangement that includes development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or that of the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. For arrangements that include sales-based royalties and milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties and sales-based milestones relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty or sales-based milestone has been allocated has been satisfied (or partially satisfied). Cost of Product Sales |
Research and Development | Research and Development Research and development expenses consist primarily of costs related to clinical studies and outside services, personnel expenses and other research and development costs, including milestone payments incurred prior to regulatory approval of products. Clinical study and outside services costs relate primarily to services performed by clinical research organizations, clinical studies performed at clinical sites, materials and supplies, and other third party fees. Personnel expenses relate primarily to salaries, benefits and share-based compensation. Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs. Research and development costs are expensed as incurred. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial. |
Advertising Expenses | Advertising Expenses |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. We recognize the benefits of a tax position if it is “more-likely-than-not” of being sustained. A recognized tax benefit is then measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are included in the income tax provision and classified with the related liability on the consolidated balance sheets. |
Foreign Currency | Foreign Currency Our functional and reporting currency is the U.S. dollar. The assets and liabilities of our subsidiaries that have a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date with the results of operations of subsidiaries translated at the weighted average exchange rate for the reporting period. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Transactions in foreign currencies are translated into the functional currency of the relevant subsidiary at the weighted average exchange rate for the reporting period. Any monetary assets and liabilities arising from these transactions are translated into the relevant functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign exchange gain (loss) in our consolidated statements of income. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are reported at cost, less accumulated amortization and are presented in the consolidated balance sheets as a direct deduction from the carrying value of the associated debt, with the exception of deferred financing costs associated with revolving-debt arrangements which are presented as assets. The related amortization expense is included in interest expense, net in our consolidated statements of income. |
Contingencies | Contingencies From time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses. |
Share-Based Compensation | Share-Based Compensation We account for compensation cost for all share-based awards at fair value on the date of grant. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2019 for the adoption of the ASU No. 2016-02 was as follows (in thousands): Balance at December 31, Transition Adjustments Balance at January 1, Assets: Property, plant and equipment, net $ 200,358 $ (95,397 ) $ 104,961 Operating lease assets — 149,442 149,442 Liabilities: Accrued liabilities 264,887 8,165 273,052 Operating lease liabilities, less current portion — 153,158 153,158 Deferred tax liabilities, net 309,097 1,489 310,586 Other non-current liabilities 218,879 (113,615 ) 105,264 Shareholders' Equity: Retained earnings 841,050 4,848 845,898 |
Schedule of property and equipment | Estimated useful lives are as follows: Buildings 40 years Manufacturing equipment and machinery 5-10 years Computer software and equipment 3-7 years Furniture and fixtures 5 years Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Leasehold improvements $ 52,294 $ 33,273 Land and buildings 47,053 46,650 Manufacturing equipment and machinery 28,860 25,837 Computer software 25,680 19,062 Computer equipment 16,577 13,679 Furniture and fixtures 11,152 8,155 Construction-in-progress 5,147 51,243 Build-to-suit facility — 52,067 Subtotal 186,763 249,966 Less accumulated depreciation and amortization (55,257 ) (49,608 ) Property, plant and equipment, net $ 131,506 $ 200,358 |
Asset Acquisition, Collaborat_2
Asset Acquisition, Collaborations and Disposition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands): Consideration Upfront payment for acquisition of Cavion's outstanding shares $ 52,500 Cash acquired 397 Working capital adjustment (255 ) Transaction costs 2,829 Total consideration $ 55,471 Assets Acquired and Liabilities Assumed Cash $ 397 In-process research and development 48,275 Deferred tax assets 7,995 Other assets and liabilities (1,196 ) Total net assets acquired $ 55,471 |
Cash and Available-for-Sale S_2
Cash and Available-for-Sale Securities - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents and Investments | Cash and cash equivalents and investments consisted of the following (in thousands): December 31, 2019 Amortized Gross Gross Estimated Cash and Investments Cash $ 333,172 $ — $ — $ 333,172 $ 333,172 $ — Time deposits 460,000 — — 460,000 20,000 440,000 Money market funds 284,172 — — 284,172 284,172 — Totals $ 1,077,344 $ — $ — $ 1,077,344 $ 637,344 $ 440,000 December 31, 2018 Amortized Gross Gross Estimated Cash and Investments Cash $ 215,606 $ — $ — $ 215,606 $ 215,606 $ — Time deposits 515,000 — — 515,000 — 515,000 Money market funds 94,016 — — 94,016 94,016 — Totals $ 824,622 $ — $ — $ 824,622 $ 309,622 $ 515,000 |
Fair Value Measurement - (Table
Fair Value Measurement - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes, by major security type, our available-for-sale securities and derivative contracts that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): December 31, 2019 December 31, 2018 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 460,000 $ 460,000 $ — $ 515,000 $ 515,000 Money market funds 284,172 — 284,172 94,016 — 94,016 Interest rate contracts — — — — 4,070 4,070 Foreign exchange forward contracts — 2,508 2,508 — 1,194 1,194 Totals $ 284,172 $ 462,508 $ 746,680 $ 94,016 $ 520,264 $ 614,280 Liabilities: Interest rate contracts $ — $ 1,515 $ 1,515 $ — $ — $ — Foreign exchange forward contracts — 182 182 — 1,460 1,460 Totals $ — $ 1,697 $ 1,697 $ — $ 1,460 $ 1,460 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of gains (losses) on derivative instruments | The impact on accumulated other comprehensive loss and earnings from derivative instruments that qualified as cash flow hedges was as follows (in thousands): Year Ended December 31, Interest Rate Contracts: 2019 2018 2017 Gain (loss) recognized in accumulated other comprehensive loss, net of tax $ (3,903 ) $ 2,274 $ (213 ) Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax $ (979 ) $ (252 ) $ 1,695 |
Schedule of foreign exchange gain (loss) of outstanding derivatives | The foreign exchange loss in our consolidated statements of income included the following gains and losses associated with foreign exchange contracts not designated as hedging instruments (in thousands): Year Ended December 31, Foreign Exchange Forward Contracts: 2019 2018 2017 Gain (loss) recognized in foreign exchange loss $ (6,192 ) $ (14,648 ) $ 17,902 |
Schedule of the fair value of outstanding derivatives | The following table summarizes the fair value of outstanding derivatives (in thousands): December 31, 2019 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 855 Other non-current liabilities 660 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 2,508 Accrued liabilities 182 Total fair value of derivative instruments $ 2,508 $ 1,697 December 31, 2018 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 1,929 Accrued liabilities $ — Other non-current assets 2,141 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 1,194 Accrued liabilities 1,460 Total fair value of derivative instruments $ 5,264 $ 1,460 |
Schedule of offsetting assets | The following table summarizes the potential effect on our consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): December 31, 2019 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 2,508 $ — $ 2,508 $ (596 ) $ — $ 1,912 Derivative liabilities $ (1,697 ) $ — $ (1,697 ) $ 596 $ — $ (1,101 ) December 31, 2018 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 5,264 $ — $ 5,264 $ (935 ) $ — $ 4,329 Derivative liabilities $ (1,460 ) $ — $ (1,460 ) $ 935 $ — $ (525 ) |
Schedule of offsetting liabilities | The following table summarizes the potential effect on our consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): December 31, 2019 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 2,508 $ — $ 2,508 $ (596 ) $ — $ 1,912 Derivative liabilities $ (1,697 ) $ — $ (1,697 ) $ 596 $ — $ (1,101 ) December 31, 2018 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 5,264 $ — $ 5,264 $ (935 ) $ — $ 4,329 Derivative liabilities $ (1,460 ) $ — $ (1,460 ) $ 935 $ — $ (525 ) |
Inventories - (Tables)
Inventories - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of inventories | Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 13,595 $ 10,895 Work in process 36,658 20,743 Finished goods 28,355 21,318 Total inventories $ 78,608 $ 52,956 |
Property, Plant and Equipment -
Property, Plant and Equipment - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated useful lives are as follows: Buildings 40 years Manufacturing equipment and machinery 5-10 years Computer software and equipment 3-7 years Furniture and fixtures 5 years Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Leasehold improvements $ 52,294 $ 33,273 Land and buildings 47,053 46,650 Manufacturing equipment and machinery 28,860 25,837 Computer software 25,680 19,062 Computer equipment 16,577 13,679 Furniture and fixtures 11,152 8,155 Construction-in-progress 5,147 51,243 Build-to-suit facility — 52,067 Subtotal 186,763 249,966 Less accumulated depreciation and amortization (55,257 ) (49,608 ) Property, plant and equipment, net $ 131,506 $ 200,358 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of gross carrying amount of goodwill | The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2018 $ 927,630 Foreign exchange (7,612 ) Balance at December 31, 2019 $ 920,018 |
Schedule of gross carrying amounts and net book values of intangible assets | The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): December 31, 2019 December 31, 2018 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 13.3 $ 3,166,485 $ (864,834 ) $ 2,301,651 $ 3,110,641 $ (632,413 ) $ 2,478,228 Priority review voucher (PRV) — 111,101 (111,101 ) — 111,101 — 111,101 Manufacturing contracts — 12,025 (12,025 ) — 12,256 (12,256 ) — Trademarks — 2,890 (2,890 ) — 2,896 (2,896 ) — Total finite-lived intangible assets 3,292,501 (990,850 ) 2,301,651 3,236,894 (647,565 ) 2,589,329 Acquired IPR&D assets 139,326 — 139,326 142,005 — 142,005 Total intangible assets $ 3,431,827 $ (990,850 ) $ 2,440,977 $ 3,378,899 $ (647,565 ) $ 2,731,334 |
Schedule of estimated future amortization costs | Based on finite-lived intangible assets recorded as of December 31, 2019 , and assuming the underlying assets will not be impaired and that we will not change the expected lives of any other assets, future amortization expenses were estimated as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 $ 251,032 2021 204,025 2022 159,038 2023 159,038 2024 159,038 Thereafter 1,369,480 Total $ 2,301,651 |
Accrued Liabilities - (Tables)
Accrued Liabilities - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Rebates and other sales deductions $ 96,860 $ 86,495 Employee compensation and benefits 80,290 58,543 Current portion of operating lease liabilities 12,728 — Selling and marketing accruals 11,299 6,780 Inventory-related accruals 7,816 8,753 Accrued interest 7,386 7,407 Royalties 6,931 2,679 Professional fees 4,718 2,333 Sales returns reserve 3,462 2,510 Clinical trial accruals 2,551 5,904 Accrued construction-in-progress 1,564 1,065 Derivative instrument liabilities 1,037 1,460 Accrued loss contingency — 58,154 Other 31,231 22,804 Total accrued liabilities $ 267,873 $ 264,887 |
Debt - (Tables)
Debt - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The following table summarizes the carrying amount of our indebtedness (in thousands): December 31, 2019 2018 2021 Notes $ 575,000 $ 575,000 Unamortized discount and debt issuance costs on 2021 Notes (38,865 ) (60,910 ) 2021 Notes, net 536,135 514,090 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (117,859 ) (138,914 ) 2024 Notes, net 457,141 436,086 Term loan 613,981 646,236 Total debt 1,607,257 1,596,412 Less current portion 33,387 33,387 Total long-term debt $ 1,573,870 $ 1,563,025 |
Schedule of maturities of long-term debt | Scheduled maturities with respect to our long-term debt are as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2020 $ 33,387 2021 608,387 2022 33,387 2023 517,493 2024 575,000 Total $ 1,767,654 |
Leases - (Tables)
Leases - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Cash Flow Information | Lease Term and Discount Rate December 31, Weighted-average remaining lease term - operating leases (years) 9.7 Weighted-average discount rate - operating leases 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 17,066 Non-cash operating activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 153,448 _____________________________ (1) Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02. The components of the lease expense for the year ended December 31, 2019 were as follows (in thousands): Lease Cost Year Ended Operating lease cost $ 23,087 Short-term lease cost 2,465 Variable lease cost 5 Sublease income (634 ) Net lease cost $ 24,923 |
Schedule of Lease Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases was as follows (in thousands): Leases Classification December 31, Assets Operating lease assets Operating lease assets $ 139,385 Liabilities Current Operating lease liabilities Accrued liabilities 12,728 Non-current Operating lease liabilities Operating lease liabilities, less current portion 151,226 Total operating lease liabilities $ 163,954 |
Schedule of Operating Lease Liability Maturities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending December 31, Operating leases 2020 $ 21,315 2021 21,104 2022 21,139 2023 21,508 2024 23,857 Thereafter 104,655 Total lease payments $ 213,578 Less imputed interest (49,624 ) Present value of lease liabilities $ 163,954 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of authorized but unissued ordinary shares | We had reserved the following shares of authorized but unissued ordinary shares (in thousands): December 31, 2019 2018 2011 Equity Incentive Plan 19,552 17,729 2007 Employee Stock Purchase Plan 1,883 1,126 Amended and Restated 2007 Non-Employee Directors Stock Award Plan 438 453 Amended and Restated Directors Deferred Compensation Plan 178 178 2007 Equity Incentive Plan 13 13 Total 22,064 19,499 |
Comprehensive Income (Loss) - (
Comprehensive Income (Loss) - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss as of December 31, 2019 and 2018 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2018 $ 3,557 $ (201,348 ) $ (197,791 ) Other comprehensive loss before reclassifications (3,903 ) (20,720 ) (24,623 ) Amounts reclassified from accumulated other comprehensive loss (979 ) — (979 ) Other comprehensive loss, net (4,882 ) (20,720 ) (25,602 ) Balance at December 31, 2019 $ (1,325 ) $ (222,068 ) $ (223,393 ) |
Net Income per Ordinary Share -
Net Income per Ordinary Share - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income per Ordinary Share Computation | Basic and diluted net income per ordinary share attributable to Jazz Pharmaceuticals plc were computed as follows (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net income $ 523,367 $ 447,098 $ 487,848 Denominator: Weighted-average ordinary shares used in per share calculations - basic 56,749 59,976 60,018 Dilutive effect of employee equity incentive and purchase plans 801 1,245 1,299 Weighted-average ordinary shares used in per share calculations - diluted 57,550 61,221 61,317 Net income per ordinary share : Basic $ 9.22 $ 7.45 $ 8.13 Diluted $ 9.09 $ 7.30 $ 7.96 |
Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share | The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income attributable to Jazz Pharmaceuticals plc per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands): Year Ended December 31, 2019 2018 2017 Exchangeable Senior Notes 5,504 5,504 3,805 Options, RSUs and ESPP 5,000 3,113 3,333 |
Segment and Other Information -
Segment and Other Information - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Total long-lived assets by location | The following table presents total long-lived assets by location (in thousands): December 31, 2019 2018 Ireland $ 77,237 $ 61,290 United States 171,079 126,941 Italy 12,959 8,760 Other 9,616 3,367 Total long-lived assets (1) $ 270,891 $ 200,358 _________________________ (1) Long-lived assets consist of property, plant and equipment and operating lease assets. |
Revenues - (Tables)
Revenues - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents a summary of total revenues (in thousands): Year Ended December 31, 2019 2018 2017 Xyrem $ 1,642,525 $ 1,404,866 $ 1,186,699 Erwinaze/Erwinase 177,465 174,739 197,340 Defitelio/defibrotide 172,938 149,448 133,650 Vyxeos 121,407 100,835 33,790 Sunosi 3,714 — — Other 17,552 39,585 49,920 Product sales, net 2,135,601 1,869,473 1,601,399 Royalties and contract revenues 26,160 21,449 17,294 Total revenues $ 2,161,761 $ 1,890,922 $ 1,618,693 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 1,965,318 $ 1,727,576 $ 1,463,457 Europe 150,201 125,911 125,624 All other 46,242 37,435 29,612 Total revenues $ 2,161,761 $ 1,890,922 $ 1,618,693 |
Summary of Revenues from Customers Representing More Than 10% of Total Revenues | The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: Year Ended December 31, 2019 2018 2017 ESSDS 76 % 74 % 73 % McKesson 14 % 17 % 16 % |
Summary of a Reconciliation in Contract Liabilities from Contracts with Customer | The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the year ended December 31, 2019 (in thousands): Contract Liabilities Balance as of December 31, 2018 $ 14,995 Amount recognized within royalties and contract revenues (5,414 ) Balance as of December 31, 2019 $ 9,581 |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted-average assumptions used in Black-Scholes option pricing model and resulting weighted-average grant date fair value of share options granted | The table below shows, for all share option grants, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted in each of the past three years: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 42.09 $ 47.17 $ 42.72 Volatility 32 % 35 % 35 % Expected term (years) 4.5 4.5 4.3 Range of risk-free rates 1.3-2.5% 2.2-3.0% 1.6-2.1% Expected dividend yield — % — % — % |
Schedule of share-based compensation expense related to share options, RSUs, and grants under ESPP | Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands): Year Ended December 31, 2019 2018 2017 Selling, general and administrative $ 78,697 $ 76,770 $ 83,218 Research and development 25,229 19,037 17,870 Cost of product sales 6,637 6,634 5,812 Total share-based compensation expense, pre-tax 110,563 102,441 106,900 Income tax benefit from share-based compensation expense (15,712 ) (17,230 ) (21,792 ) Total share-based compensation expense, net of tax $ 94,851 $ 85,211 $ 85,108 |
Schedule of information and activity related to share option plans activity | The following table summarizes information as of December 31, 2019 and activity during 2019 related to our share option plans: Shares Subject to Outstanding Options (In thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2019 5,280 $ 127.08 Options granted 1,691 138.14 Options exercised (515 ) 90.27 Options forfeited (436 ) 139.56 Options expired (186 ) 159.59 Outstanding at December 31, 2019 5,834 $ 131.57 6.6 $ 127,778 Vested and expected to vest at December 31, 2019 5,553 $ 131.15 6.5 $ 124,884 Exercisable at December 31, 2019 3,402 $ 125.81 5.1 $ 102,366 |
Schedule of information and activity related to RSUs activity | The following table summarizes information as of December 31, 2019 and activity during 2019 related to our RSUs: Number of RSUs (in thousands) Weighted- Weighted- Aggregate Outstanding at January 1, 2019 1,102 $ 142.13 RSUs granted 682 138.11 RSUs released (391 ) 144.34 RSUs forfeited (212 ) 140.76 Outstanding at December 31, 2019 1,181 $ 139.32 1.4 $ 176,158 |
Income Taxes - (Tables)
Income Taxes - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of income from continuing operations before income tax provision (benefit) | The components of income before the income tax provision (benefit) and equity in loss of investees were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Ireland $ (6,451 ) $ 170,666 $ 77,476 United States 317,728 294,621 271,440 Other 143,025 64,176 92,201 Total $ 454,302 $ 529,463 $ 441,117 |
Details of income tax provision (benefit) | The following table sets forth the details of the income tax provision (benefit) (in thousands): Year Ended December 31, 2019 2018 2017 Current Ireland $ 51,696 $ 33,431 $ 28,045 United States 109,495 95,143 135,608 Other 2,265 40,403 14,198 Total current tax expense 163,456 168,977 177,851 Deferred, exclusive of other components below Ireland (163,626 ) (12,408 ) (19,709 ) United States (41,297 ) (41,337 ) (27,559 ) Other (37,244 ) (34,545 ) (19,108 ) Total deferred, exclusive of other components (242,167 ) (88,290 ) (66,376 ) Deferred, change in tax rates United States 203 (538 ) (155,679 ) Other 5,354 13 (3,536 ) Total deferred, change in tax rates 5,557 (525 ) (159,215 ) Total deferred tax benefit (236,610 ) (88,815 ) (225,591 ) Total income tax provision (benefit) $ (73,154 ) $ 80,162 $ (47,740 ) |
Reconciliation of income taxes at the statutory income tax rate to effective income tax rate | The reconciliation between the statutory income tax rate applied to income before the income tax provision (benefit) and equity in loss of investees and our effective income tax rate was as follows: Year Ended December 31, 2019 2018 2017 Statutory income tax rate 12.5 % 12.5 % 12.5 % Intra-entity transfer of intellectual property assets (24.7 )% — % — % Foreign income tax rate differential 8.7 % 11.9 % 20.3 % Research and other tax credits (8.7 )% (3.0 )% (2.6 )% Patent box incentive benefit (7.0 )% — % — % Deduction on subsidiary equity (5.2 )% (0.5 )% (0.7 )% Change in valuation allowance 3.3 % 3.2 % (2.8 )% Non-deductible acquired IPR&D 2.5 % — % — % Non-deductible compensation 1.8 % 1.2 % 2.6 % Financing costs (1.7 )% (4.3 )% (5.6 )% Change in tax rate 1.5 % (0.1 )% (0.4 )% Change in estimates 0.3 % (1.1 )% (2.1 )% Change in unrecognized tax benefits 0.1 % 1.1 % 2.8 % Excess tax benefits from share-based compensation (0.1 )% (0.4 )% (1.5 )% Non-deductible loss contingency — % 0.8 % — % Impact of U.S. Tax Act — % (1.4 )% (33.7 )% Investment in subsidiaries — % (4.8 )% — % Other 0.6 % — % 0.4 % Effective income tax rate (16.1 )% 15.1 % (10.8 )% |
Schedule of net deferred tax assets/(liabilities) | The following table summarizes the presentation of deferred tax assets and liabilities (in thousands): December 31, 2019 2018 Deferred tax assets $ 221,403 $ 57,879 Deferred tax liabilities (224,095 ) (309,097 ) Net deferred tax liabilities $ (2,692 ) $ (251,218 ) Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 90,670 $ 106,128 Tax credit carryforwards 230,447 156,242 Intangible assets 154,844 23,469 Share-based compensation 26,091 24,592 Accruals 49,063 57,575 Indirect effects of unrecognized tax benefits 39,432 34,349 Investment in subsidiaries — 25,585 Lease liabilities 33,847 — Other 48,630 51,175 Total deferred tax assets 673,024 479,115 Valuation allowance (66,307 ) (61,237 ) Net deferred tax assets 606,717 417,878 Deferred tax liabilities: Intangible assets (537,520 ) (595,746 ) Operating lease assets (28,442 ) — Other (43,447 ) (73,350 ) Total deferred tax liabilities (609,409 ) (669,096 ) Net deferred tax liabilities $ (2,692 ) $ (251,218 ) |
Reconciliation of unrecognized tax benefits | A reconciliation of our gross unrecognized tax benefits follows (in thousands): December 31, 2019 2018 2017 Balance at the beginning of the year $ 118,213 $ 106,162 $ 90,910 Increases related to current year tax positions 27,552 22,649 27,875 Increases related to prior year tax positions 761 7,584 1,620 Decreases related to prior year tax positions (91 ) — (1,075 ) Lapse of the applicable statute of limitations (22,116 ) (18,182 ) (13,168 ) Balance at the end of the year $ 124,319 $ 118,213 $ 106,162 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of interim financial results of operations on a quarterly basis | The following interim financial information presents our 2019 and 2018 results of operations on a quarterly basis (in thousands, except per share amounts): 2019 March 31 June 30 September 30 December 31 Revenues $ 508,186 $ 534,133 $ 537,702 $ 581,740 Gross margin (1) 469,825 495,747 500,921 541,178 Net income 85,201 261,898 102,276 73,992 Net income per ordinary share, basic 1.49 4.62 1.80 1.31 Net income per ordinary share, diluted 1.47 4.56 1.78 1.29 2018 March 31 June 30 September 30 December 31 Revenues $ 444,613 $ 500,479 $ 469,373 $ 476,457 Gross margin (1) 406,928 461,381 438,623 440,997 Net income 45,991 92,321 149,316 159,470 Net income per ordinary share, basic 0.77 1.53 2.47 2.69 Net income per ordinary share, diluted 0.75 1.50 2.41 2.64 __________________________ (1) Gross margin is computed by subtracting cost of product sales (excluding amortization of acquired developed technologies) from product sales, net. The interim financial information above includes the following items: • Estimated loss contingency of $57.0 million in the first quarter of 2018; • Impairment charges and disposal costs of $44.0 million in the second quarter of 2018; • Upfront and milestone payments of $56.0 million and $48.3 million in the first and third quarters of 2019, respectively, and $11.0 million in the first quarter of 2018; • A one-time tax benefit of $112.3 million resulting from an intra-entity intellectual property asset transfer in the second quarter of 2019; and • Amortization costs of $111.1 million in the fourth quarter of 2019 in respect of the PRV. . |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease assets | $ 139,385,000 | $ 149,442,000 | ||
Present value of lease liabilities | 163,954,000 | |||
Property, plant and equipment, net | 131,506,000 | $ 200,358,000 | 104,961,000 | |
Other non-current liabilities | 109,374,000 | 218,879,000 | 105,264,000 | |
Intangible asset amortization | 354,814,000 | 201,498,000 | $ 152,065,000 | |
Advertising expenses | 65,400,000 | 37,400,000 | 36,600,000 | |
Acquired Developed Technologies | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible asset amortization | $ 243,700,000 | $ 201,300,000 | $ 149,100,000 | |
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, useful life | 2 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, useful life | 18 years | |||
Customer concentration risk | Accounts Receivable | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 89.00% | 89.00% | ||
Customer concentration risk | Accounts Receivable | ESSDS | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 77.00% | 74.00% | ||
Customer concentration risk | Accounts Receivable | McKesson | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 12.00% | 15.00% | ||
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Notional amount | $ 180,900,000 | $ 271,500,000 | ||
Net asset (liability) fair value | 2,300,000 | (300,000) | ||
Interest rate contracts | Derivatives designated as hedging instruments | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Notional amount | 300,000,000 | 300,000,000 | ||
Net asset (liability) fair value | $ (1,500,000) | 4,100,000 | ||
ASU 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease assets | 149,442,000 | |||
Present value of lease liabilities | 162,900,000 | |||
Property, plant and equipment, net | (95,397,000) | |||
Other non-current liabilities | (109,800,000) | $ (113,615,000) | ||
Build-to-suit facility | ASU 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, net | $ (95,400,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cumulative Effect on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Property, plant and equipment, net | $ 131,506 | $ 104,961 | $ 200,358 |
Operating lease assets | 139,385 | 149,442 | |
Liabilities | |||
Accrued liabilities | 267,873 | 273,052 | 264,887 |
Operating lease liabilities, less current portion | 151,226 | 153,158 | |
Deferred tax liabilities, net | 224,095 | 310,586 | 309,097 |
Other non-current liabilities | 109,374 | 105,264 | 218,879 |
Shareholders’ equity: | |||
Retained earnings | $ 1,067,815 | 845,898 | 841,050 |
ASU 2016-02 | |||
Assets | |||
Property, plant and equipment, net | (95,397) | ||
Operating lease assets | 149,442 | ||
Liabilities | |||
Accrued liabilities | 8,165 | ||
Operating lease liabilities, less current portion | 153,158 | ||
Deferred tax liabilities, net | 1,489 | ||
Other non-current liabilities | (113,615) | $ (109,800) | |
Shareholders’ equity: | |||
Retained earnings | $ 4,848 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 40 years |
Manufacturing equipment and machinery | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Manufacturing equipment and machinery | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 10 years |
Computer software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Computer software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Asset Acquisition, Collaborat_3
Asset Acquisition, Collaborations and Disposition - Asset Acquisition Narrative (Details) - Cavion Inc $ in Thousands | Aug. 12, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Upfront payment for asset acquisition | $ 52,500 |
Asset acquisition potential payment upon meeting certain milestones | 260,000 |
Total payment for asset acquisition, including potential payments | $ 312,500 |
Asset Acquisition, Collaborat_4
Asset Acquisition, Collaborations and Disposition - Schedule of Asset Acquisition (Details) - Cavion Inc $ in Thousands | Aug. 12, 2019USD ($) |
Consideration | |
Upfront payment for acquisition of Cavion's outstanding shares | $ 52,500 |
Cash acquired | 397 |
Working capital adjustment | (255) |
Transaction costs | 2,829 |
Total consideration | 55,471 |
Assets Acquired and Liabilities Assumed | |
In-process research and development | 48,275 |
Deferred tax assets | 7,995 |
Other assets and liabilities | (1,196) |
Total net assets acquired | $ 55,471 |
Asset Acquisition, Collaborat_5
Asset Acquisition, Collaborations and Disposition - Collaboration and License Agreement Narrative (Details) $ in Thousands | Jan. 02, 2019USD ($)producttarget | Jan. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront payment paid | $ 109,975 | $ 0 | $ 85,000 | ||
Codiak Biosciences Inc | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of targets/programs | target | 5 | ||||
Number of projects subject to right to co-commercialize | product | 2 | ||||
Upfront Payment | Codiak Biosciences Inc | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront payment paid | $ 56,000 | ||||
Preclinical Development Milestone Payment | Codiak Biosciences Inc | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone payments not yet due or paid | $ 20,000 | ||||
Milestone Payment | Codiak Biosciences Inc | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone payments per target not yet due or paid | $ 200,000 |
Asset Acquisition, Collaborat_6
Asset Acquisition, Collaborations and Disposition - Collaboration and Option Agreement Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable upfront payment | $ 61,700 | $ 0 | $ 85,000 | |
ImmunoGen, Inc. | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable upfront payment | $ 75,000 | |||
Maximum | ImmunoGen, Inc. | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Additional development funding | $ 25,000 |
Asset Acquisition, Collaborat_7
Asset Acquisition, Collaborations and Disposition - Disposition Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 30, 2019 | Sep. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 29, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from sale of assets | $ 14,209 | $ 47,898 | $ 0 | ||||
Impairment charges | 0 | 42,896 | 0 | ||||
Loss on disposal of assets | $ 21 | 655 | $ 473 | ||||
Prialt Asset Sale | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration | $ 80,000 | ||||||
Proceeds from sale of productive assets before legal and other expenses | $ 50,000 | ||||||
Net proceeds from sale of assets | $ 15,000 | ||||||
Impairment charges | 42,900 | ||||||
Loss on disposal of assets | $ 500 | ||||||
Forecast | Prialt Asset Sale | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from sale of assets | $ 15,000 |
Cash and Available-for-Sale S_3
Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | $ 1,077,344 | $ 824,622 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 1,077,344 | 824,622 | |
Cash and Cash Equivalents | 637,344 | 309,622 | |
Investments | 440,000 | 515,000 | |
Interest income | 20,500 | 16,900 | $ 4,100 |
Cash | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 333,172 | 215,606 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 333,172 | 215,606 | |
Cash and Cash Equivalents | 333,172 | 215,606 | |
Investments | 0 | 0 | |
Time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 460,000 | 515,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 460,000 | 515,000 | |
Cash and Cash Equivalents | 20,000 | 0 | |
Investments | 440,000 | 515,000 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 284,172 | 94,016 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 284,172 | 94,016 | |
Cash and Cash Equivalents | 284,172 | 94,016 | |
Investments | $ 0 | $ 0 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Available-for-sale securities: | ||
Available-for-sale securities | $ 1,077,344 | $ 824,622 |
Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 460,000 | 515,000 |
Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 284,172 | 94,016 |
Recurring | ||
Available-for-sale securities: | ||
Totals | 746,680 | 614,280 |
Liabilities: | ||
Totals | 1,697 | 1,460 |
Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 460,000 | 515,000 |
Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 284,172 | 94,016 |
Recurring | Interest rate contracts | ||
Available-for-sale securities: | ||
Derivative asset | 0 | 4,070 |
Liabilities: | ||
Derivative Liability | 1,515 | 0 |
Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 2,508 | 1,194 |
Liabilities: | ||
Derivative Liability | 182 | 1,460 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | ||
Available-for-sale securities: | ||
Totals | 284,172 | 94,016 |
Liabilities: | ||
Totals | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 284,172 | 94,016 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | Interest rate contracts | ||
Available-for-sale securities: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Recurring | ||
Available-for-sale securities: | ||
Totals | 462,508 | 520,264 |
Liabilities: | ||
Totals | 1,697 | 1,460 |
Significant Other Observable Inputs (Level 2) | Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 460,000 | 515,000 |
Significant Other Observable Inputs (Level 2) | Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Recurring | Interest rate contracts | ||
Available-for-sale securities: | ||
Derivative asset | 0 | 4,070 |
Liabilities: | ||
Derivative Liability | 1,515 | 0 |
Significant Other Observable Inputs (Level 2) | Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 2,508 | 1,194 |
Liabilities: | ||
Derivative Liability | $ 182 | $ 1,460 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 15, 2018 | Feb. 15, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Equity securities without readily determinable value, fair value | $ 4.5 | $ 4.5 | ||
Convertible Debt | 2021 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 1.875% | |||
Convertible Debt | 2024 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 1.50% | |||
Significant Other Observable Inputs (Level 2) | Convertible Debt | 2021 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of exchangeable senior notes | 592 | |||
Significant Other Observable Inputs (Level 2) | Convertible Debt | 2024 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of exchangeable senior notes | $ 579 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Interest rate contracts | ||
Derivative [Line Items] | ||
Loss recognized in AOCI to be reclassified over the next 12 months | $ (800,000) | |
Derivatives designated as hedging instruments | Interest rate contracts | ||
Derivative [Line Items] | ||
Notional amount | $ 300,000,000 | $ 300,000,000 |
Derivatives not designated as hedging instruments | Interest rate contracts | ||
Derivative [Line Items] | ||
Fixed interest rate | 1.895% | 1.895% |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | ||
Derivative [Line Items] | ||
Notional amount | $ 180,900,000 | $ 271,500,000 |
Maximum | Derivatives not designated as hedging instruments | Foreign exchange forward contracts | ||
Derivative [Line Items] | ||
Contract term | 12 months |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Gains and Losses on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in accumulated other comprehensive loss, net of tax | $ (3,903) | $ 2,274 | $ (213) |
Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax | $ (979) | $ (252) | $ 1,695 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - Derivatives not designated as hedging instruments - Foreign exchange forward contracts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Gain recognized in other income and expense | $ 17,902 | ||
Loss recognized in other income expense | $ (6,192) | $ (14,648) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 2,508 | $ 5,264 |
Liability Derivatives | 1,697 | 1,460 |
Derivatives designated as hedging instruments | Interest rate contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 1,929 |
Derivatives designated as hedging instruments | Interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 855 | 0 |
Derivatives designated as hedging instruments | Interest rate contracts | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2,141 | |
Derivatives designated as hedging instruments | Interest rate contracts | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 660 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2,508 | 1,194 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 182 | $ 1,460 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative assets | ||
Gross Amounts of Recognized Assets/ Liabilities | $ 2,508 | $ 5,264 |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | 2,508 | 5,264 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | (596) | (935) |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | 1,912 | 4,329 |
Derivative liabilities | ||
Gross Amounts of Recognized Assets/ Liabilities | (1,697) | (1,460) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | (1,697) | (1,460) |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | 596 | 935 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ (1,101) | $ (525) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Components of Inventories | ||
Raw materials | $ 13,595 | $ 10,895 |
Work in process | 36,658 | 20,743 |
Finished goods | 28,355 | 21,318 |
Total inventories | $ 78,608 | $ 52,956 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 186,763 | $ 249,966 | ||
Less accumulated depreciation and amortization | (55,257) | (49,608) | ||
Property and equipment, net | 131,506 | 200,358 | $ 104,961 | |
Depreciation and amortization expense | 15,300 | 15,200 | $ 13,100 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 52,294 | 33,273 | ||
Land and buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 47,053 | 46,650 | ||
Manufacturing equipment and machinery | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 28,860 | 25,837 | ||
Computer software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 25,680 | 19,062 | ||
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 16,577 | 13,679 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 11,152 | 8,155 | ||
Construction-in-progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 5,147 | 51,243 | ||
Build-to-suit facility | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 0 | $ 52,067 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | $ 927,630 |
Foreign exchange | (7,612) |
Balance at December 31, 2019 | $ 920,018 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,292,501 | $ 3,236,894 |
Accumulated Amortization | (990,850) | (647,565) |
Total | 2,301,651 | 2,589,329 |
Intangible assets, gross | 3,431,827 | 3,378,899 |
Intangible assets, net | 2,440,977 | 2,731,334 |
Acquired IPR&D assets | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Acquired IPR&D assets | $ 139,326 | 142,005 |
Acquired developed technologies | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 13 years 3 months 18 days | |
Gross Carrying Amount | $ 3,166,485 | 3,110,641 |
Accumulated Amortization | (864,834) | (632,413) |
Total | $ 2,301,651 | 2,478,228 |
Contract-Based Intangible Assets | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 111,101 | 111,101 |
Accumulated Amortization | (111,101) | 0 |
Total | $ 0 | 111,101 |
Manufacturing contracts | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 12,025 | 12,256 |
Accumulated Amortization | (12,025) | (12,256) |
Total | $ 0 | 0 |
Trademarks | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 2,890 | 2,896 |
Accumulated Amortization | (2,890) | (2,896) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset amortization | $ 354,814 | $ 201,498 | $ 152,065 | ||||||||
Reduction of net income | $ (73,992) | $ (102,276) | $ (261,898) | $ (85,201) | $ (159,470) | $ (149,316) | $ (92,321) | $ (45,991) | $ (523,367) | $ (447,098) | $ (487,848) |
Basic (in dollars per share) | $ 1.31 | $ 1.80 | $ 4.62 | $ 1.49 | $ 2.69 | $ 2.47 | $ 1.53 | $ 0.77 | $ 9.22 | $ 7.45 | $ 8.13 |
Diluted (in dollars per share) | $ 1.29 | $ 1.78 | $ 4.56 | $ 1.47 | $ 2.64 | $ 2.41 | $ 1.50 | $ 0.75 | $ 9.09 | $ 7.30 | $ 7.96 |
Intangible asset carrying value | $ 2,301,651 | $ 2,589,329 | $ 2,301,651 | $ 2,589,329 | |||||||
Intangible Assets, Amortization Period | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset amortization | 54,900 | ||||||||||
Reduction of net income | $ 37,300 | ||||||||||
Basic (in dollars per share) | $ (0.66) | ||||||||||
Diluted (in dollars per share) | $ (0.65) | ||||||||||
Contract-Based Intangible Assets | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset amortization | 111,100 | ||||||||||
Intangible asset carrying value | 0 | $ 111,101 | $ 0 | $ 111,101 | |||||||
Erwinaze | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset carrying value | $ 136,000 | $ 136,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 251,032 | |
2021 | 204,025 | |
2022 | 159,038 | |
2023 | 159,038 | |
2024 | 159,038 | |
Thereafter | 1,369,480 | |
Total | $ 2,301,651 | $ 2,589,329 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Rebates and other sales deductions | $ 96,860 | $ 86,495 | |
Employee compensation and benefits | 80,290 | 58,543 | |
Current portion of operating lease liabilities | 12,728 | ||
Selling and marketing accruals | 11,299 | 6,780 | |
Inventory-related accruals | 7,816 | 8,753 | |
Accrued interest | 7,386 | 7,407 | |
Royalties | 6,931 | 2,679 | |
Professional fees | 4,718 | 2,333 | |
Sales returns reserve | 3,462 | 2,510 | |
Clinical trial accruals | 2,551 | 5,904 | |
Accrued construction-in-progress | 1,564 | 1,065 | |
Derivative instrument liabilities | 1,037 | 1,460 | |
Accrued loss contingency | 0 | 58,154 | |
Other | 31,231 | 22,804 | |
Total accrued liabilities | $ 267,873 | $ 273,052 | $ 264,887 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal amount | $ 1,767,654 | |
Total debt | 1,607,257 | $ 1,596,412 |
Less current portion | 33,387 | 33,387 |
Total long-term debt | 1,573,870 | 1,563,025 |
Convertible Debt | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 575,000 | 575,000 |
Unamortized discount and debt issuance costs | (38,865) | (60,910) |
Total debt | 536,135 | 514,090 |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 575,000 | 575,000 |
Unamortized discount and debt issuance costs | (117,859) | (138,914) |
Total debt | 457,141 | 436,086 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 613,981 | $ 646,236 |
Debt - Credit Agreement Narrati
Debt - Credit Agreement Narrative (Details) - USD ($) | Jun. 07, 2018 | Jul. 12, 2016 | Jun. 18, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 1,767,654,000 | |||||
Loss on extinguishment and modification of debt | 0 | $ 1,425,000 | $ 0 | |||
Borrowings under revolving credit facility | Credit Agreement June 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 750,000,000 | |||||
Proceeds from revolving credit facility | 160,000,000 | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 1,600,000,000 | $ 1,250,000,000 | ||||
Proceeds from revolving credit facility | 1,000,000,000 | |||||
Undrawn revolving credit facilities | 1,600,000,000 | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 Amendment | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage (as a percent) | 0.25% | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 Amendment | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage (as a percent) | 0.35% | |||||
Term Loan | Credit Agreement June 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 667,700,000 | $ 750,000,000 | 750,000,000 | |||
Long-term debt outstanding | $ 667,700,000 | |||||
Loss on extinguishment and modification of debt | $ 1,400,000 | |||||
Term Loan | Credit Agreement 2012 | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt | $ 893,100,000 | |||||
Term Loan | Credit Agreement June 2015 Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 617,700,000 | |||||
Interest rate during the period | 3.17% | |||||
Effective interest rate (as a percent) | 3.66% | |||||
Percentage of principal repayment | 5.00% | |||||
Term Loan | Credit Agreement June 2015 Amendment | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.375% | |||||
Term Loan | Credit Agreement June 2015 Amendment | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
Term Loan | Credit Agreement June 2015 Amendment | Prime Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.375% | |||||
Term Loan | Credit Agreement June 2015 Amendment | Prime Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% |
Debt - Exchangeable Senior Note
Debt - Exchangeable Senior Notes (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2014USD ($)d$ / shares | Dec. 31, 2017 | Sep. 30, 2017USD ($)d$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 15, 2018 | Feb. 15, 2015 | |
Debt Instrument [Line Items] | ||||||||
Repayments under revolving credit facility | $ 0 | $ 0 | $ 850,000,000 | |||||
Interest expense, net | 59,100,000 | 56,700,000 | $ 37,800,000 | |||||
2024 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 575,000,000 | |||||||
Interest rate (as a percent) | 1.50% | |||||||
Percentage of conversion price | 130.00% | |||||||
Number of trading days | d | 20 | |||||||
Number of consecutive days in trading period | d | 30 | |||||||
Conversion rate of shares (in shares per dollar) | 0.0045659 | |||||||
Debt conversion price (in dollars per share) | $ / shares | $ 219.02 | |||||||
Effective interest rate (as a percent) | 6.80% | |||||||
Debt term | 7 years | |||||||
Debt issuance cost | $ 15,600,000 | |||||||
Carrying value of the equity component | 149,800,000 | 149,800,000 | ||||||
2021 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 1.875% | |||||||
Percentage of conversion price | 130.00% | |||||||
Number of trading days | d | 20 | |||||||
Number of consecutive days in trading period | d | 30 | |||||||
Conversion rate of shares (in shares per dollar) | 0.0050057 | |||||||
Debt conversion price (in dollars per share) | $ / shares | $ 199.77 | |||||||
Effective interest rate (as a percent) | 6.40% | |||||||
Debt term | 7 years | |||||||
Debt issuance cost | $ 16,100,000 | |||||||
Carrying value of the equity component | $ 126,900,000 | $ 126,900,000 | ||||||
Borrowings under revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments under revolving credit facility | $ 500,000,000 | |||||||
Jazz Investments I Limited | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Ownership percentage (as a percent) | 100.00% |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | $ 33,387 |
2021 | 608,387 |
2022 | 33,387 |
2023 | 517,493 |
2024 | 575,000 |
Long-term debt outstanding | $ 1,767,654 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 23,087 |
Short-term lease cost | 2,465 |
Variable lease cost | 5 |
Sublease income | (634) |
Net lease cost | $ 24,923 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Assets | ||
Operating lease assets | $ 139,385 | $ 149,442 |
Liabilities | ||
Current portion of operating lease liabilities | 12,728 | |
Operating lease liabilities, less current portion | 151,226 | $ 153,158 |
Total operating lease liabilities | $ 163,954 |
Leases - Weighted Average Terms
Leases - Weighted Average Terms and Discount Rates (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term - operating leases (years) | 9 years 8 months 12 days |
Weighted-average discount rate - operating leases | 5.30% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash outflows from operating leases | $ 17,066 |
Non-cash operating activities: | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 153,448 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 21,315 |
2021 | 21,104 |
2022 | 21,139 |
2023 | 21,508 |
2024 | 23,857 |
Thereafter | 104,655 |
Total lease payments | 213,578 |
Less imputed interest | (49,624) |
Present value of lease liabilities | $ 163,954 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Other Commitments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Noncancelable purchase commitments due within one year | $ 74.5 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, shares in Millions | 12 Months Ended | ||||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2016USD ($) | |
Stockholders' Equity Note [Line Items] | |||||
Cash dividends declared or paid | $ 0 | ||||
Maximum allowable dividend and restricted payments | $ 30,000,000 | ||||
Maximum allowable restricted payments | $ 100,000,000 | ||||
Maximum secured leverage ratio, for restricted payments to be allowed | 3 | ||||
Minimum total leverage ratio, allowable restricted payments | 2 | ||||
Ordinary Shares | November 2016 Share Repurchase Program | |||||
Stockholders' Equity Note [Line Items] | |||||
Total amount authorized for repurchase of shares under share repurchase program | $ 300,000,000 | ||||
Additional amount authorized for repurchase of shares under the share repurchase program | 400,000,000 | $ 500,000,000 | $ 320,000,000 | ||
Stock repurchased | $ 301,500,000 | $ 523,700,000 | |||
Stock repurchased (in shares) | shares | 2.3 | 3.5 | |||
Stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 133.97 | $ 148.33 | |||
Remaining amount authorized for repurchase of shares | $ 577,700,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Authorized But Unissued Ordinary Shares (Details) - shares shares in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 22,064 | 19,499 |
2011 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 19,552 | 17,729 |
2007 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 1,883 | 1,126 |
Amended and Restated 2007 Non-Employee Directors Stock Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 438 | 453 |
Amended and Restated Directors Deferred Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 178 | 178 |
2007 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 13 | 13 |
Comprehensive Income (Loss) - C
Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | $ 2,757,422 | $ 2,713,097 | $ 1,877,339 |
Other comprehensive loss before reclassifications | (24,623) | ||
Amounts reclassified from accumulated other comprehensive loss | (979) | ||
Other comprehensive loss, net | (25,602) | (56,966) | 176,455 |
Ending balance | 3,110,981 | 2,757,422 | 2,713,097 |
Net Unrealized Gain (Loss) From Hedging Activities | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | 3,557 | ||
Other comprehensive loss before reclassifications | (3,903) | ||
Amounts reclassified from accumulated other comprehensive loss | (979) | ||
Other comprehensive loss, net | (4,882) | ||
Ending balance | (1,325) | 3,557 | |
Foreign Currency Translation Adjustments | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (201,348) | ||
Other comprehensive loss before reclassifications | (20,720) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | ||
Other comprehensive loss, net | (20,720) | ||
Ending balance | (222,068) | (201,348) | |
Total Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (197,791) | (140,878) | (317,333) |
Ending balance | $ (223,393) | $ (197,791) | $ (140,878) |
Net Income per Ordinary Share_2
Net Income per Ordinary Share - Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income | $ 73,992 | $ 102,276 | $ 261,898 | $ 85,201 | $ 159,470 | $ 149,316 | $ 92,321 | $ 45,991 | $ 523,367 | $ 447,098 | $ 487,848 |
Denominator: | |||||||||||
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 56,749 | 59,976 | 60,018 | ||||||||
Dilutive effect of employee equity incentive and purchase plans (in shares) | 801 | 1,245 | 1,299 | ||||||||
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 57,550 | 61,221 | 61,317 | ||||||||
Net income per ordinary share : | |||||||||||
Basic (in dollars per share) | $ 1.31 | $ 1.80 | $ 4.62 | $ 1.49 | $ 2.69 | $ 2.47 | $ 1.53 | $ 0.77 | $ 9.22 | $ 7.45 | $ 8.13 |
Diluted (in dollars per share) | $ 1.29 | $ 1.78 | $ 4.56 | $ 1.47 | $ 2.64 | $ 2.41 | $ 1.50 | $ 0.75 | $ 9.09 | $ 7.30 | $ 7.96 |
Net Income per Ordinary Share_3
Net Income per Ordinary Share - Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Exchangeable Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Ordinary shares (in shares) | 5,504 | 5,504 | 3,805 |
Options, RSUs and ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Ordinary shares (in shares) | 5,000 | 3,113 | 3,333 |
Segment and Other Information_2
Segment and Other Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 1 |
Segment and Other Information_3
Segment and Other Information - Total Long-Lived Assets by Location (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | $ 270,891 | ||
Total long-lived assets | 131,506 | $ 104,961 | $ 200,358 |
Ireland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 77,237 | ||
Total long-lived assets | 61,290 | ||
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 171,079 | ||
Total long-lived assets | 126,941 | ||
Italy | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 12,959 | ||
Total long-lived assets | 8,760 | ||
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | $ 9,616 | ||
Total long-lived assets | $ 3,367 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 581,740 | $ 537,702 | $ 534,133 | $ 508,186 | $ 476,457 | $ 469,373 | $ 500,479 | $ 444,613 | $ 2,161,761 | $ 1,890,922 | $ 1,618,693 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,965,318 | 1,727,576 | 1,463,457 | ||||||||
Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 150,201 | 125,911 | 125,624 | ||||||||
All other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 46,242 | 37,435 | 29,612 | ||||||||
Product sales, net | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,135,601 | 1,869,473 | 1,601,399 | ||||||||
Xyrem | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,642,525 | 1,404,866 | 1,186,699 | ||||||||
Erwinaze/Erwinase | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 177,465 | 174,739 | 197,340 | ||||||||
Defitelio/defibrotide | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 172,938 | 149,448 | 133,650 | ||||||||
Vyxeos | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 121,407 | 100,835 | 33,790 | ||||||||
Sunosi | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 3,714 | 0 | 0 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 17,552 | 39,585 | 49,920 | ||||||||
Royalties and contract revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 26,160 | $ 21,449 | $ 17,294 |
Revenues - Summary of the Perce
Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
ESSDS | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 76.00% | 74.00% | 73.00% |
McKesson | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | 17.00% | 16.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)agreement | |
Summary Of Deferred Revenue [Line Items] | |
Contract revenue recognized | $ 5,414 |
Nippon Shinyaku | |
Summary Of Deferred Revenue [Line Items] | |
Number of license, development, and commercialization agreements | agreement | 2 |
Contract revenue recognized | $ 5,400 |
Revenue, performance obligation, description of timing | The deferred revenue balances are being recognized over an average of four years representing the period we expect to perform our research and developments obligations under each agreement. |
Minimum | |
Summary Of Deferred Revenue [Line Items] | |
Payment terms, range | 30 days |
Maximum | |
Summary Of Deferred Revenue [Line Items] | |
Payment terms, range | 45 days |
Revenues - Summary of Contract
Revenues - Summary of Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Balance as of December 31, 2018 | $ 14,995 |
Amount recognized within royalties and contract revenues | (5,414) |
Balance as of December 31, 2019 | $ 9,581 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Jan. 01, 2020shares | Jan. 18, 2012shares | Jan. 17, 2012 | Oct. 24, 2011 | Dec. 31, 2011periodshares | Aug. 31, 2010shares | Sep. 30, 2011 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Recognized tax benefits related to share options exercised | $ | $ 5,100,000 | $ 7,700,000 | $ 8,900,000 | |||||||
Aggregate intrinsic value of share options exercised | $ | 26,200,000 | 43,400,000 | 38,900,000 | |||||||
Share Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to unvested stock options | $ | $ 80,100,000 | |||||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 2 years 7 months 6 days | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 2 years 6 months | |||||||||
RSUs weighted-average grant date fair value (in dollars per share) | $ / shares | $ 138.11 | |||||||||
Number of RSUs released (in shares) | 391,000 | |||||||||
Shares issued (in shares) | 265,000 | |||||||||
Shares withheld for tax purposes (in shares) | 126,000 | |||||||||
Total fair value of shares vested | $ | $ 52,000,000 | 55,800,000 | 53,200,000 | |||||||
Unrecognized compensation cost related to unvested RSUs | $ | $ 101,000,000 | |||||||||
2011 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service periods (in years) | 4 years | |||||||||
Shares authorized for issuance (in shares) | 27,012,330 | |||||||||
2011 Equity Incentive Plan | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grants expiration period (in years) | 10 years | |||||||||
2011 Equity Incentive Plan, Option One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance, annual automatic increase, maximum percentage of outstanding shares | 4.50% | |||||||||
2011 Equity Incentive Plan, Option Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in shares reserved under plan (in shares) | 5,000,000 | |||||||||
2007 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 1,000,000 | |||||||||
2007 Equity Incentive Plan | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service periods (in years) | 1 year | 3 years | ||||||||
2007 Equity Incentive Plan | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service periods (in years) | 3 years | 5 years | ||||||||
Grants expiration period (in years) | 10 years | 10 years | ||||||||
2007 Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 4,421,024 | |||||||||
ESPP discount rate (as a percent) | 15.00% | |||||||||
ESPP offering period (in months) | 24 months | |||||||||
Number of purchase periods within each ESPP offering period | period | 4 | |||||||||
Number of shares available for issuance (in shares) | 175,000 | |||||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 1 year | |||||||||
Unrecognized compensation cost related to grants under the ESPP | $ | $ 4,600,000 | |||||||||
2007 Employee Stock Purchase Plan Option One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance, annual automatic increase, maximum percentage of outstanding shares | 1.50% | |||||||||
2007 Employee Stock Purchase Plan Option Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in shares reserved under plan (in shares) | 1,000,000 | |||||||||
2007 Directors Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance under deferred compensation plan (in shares) | 903,938 | |||||||||
2007 Directors Award Plan | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service periods (in years) | 1 year | |||||||||
2007 Directors Award Plan | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service periods (in years) | 3 years | |||||||||
Grants expiration period (in years) | 10 years | |||||||||
Directors Deferred Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in shares reserved under plan (in shares) | 200,000 | |||||||||
Recorded expense related to retainer fees earned and deferred | $ | $ 0 | $ 0 | $ 0 | |||||||
Deferred compensation arrangement with individuals, shares unissued (in shares) | 14,499 | |||||||||
Subsequent Event | 2011 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in shares reserved under plan (in shares) | 2,526,341 | |||||||||
Subsequent Event | 2007 Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in shares reserved under plan (in shares) | 842,113 | |||||||||
Initial Grant | 2007 Directors Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 3 years | |||||||||
Annual Automatic Grant | 2007 Directors Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 1 year |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model and Resulting Weighted-Average Grant Date Fair Value of Share Options Granted (Details) - Share Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (in dollars per share) | $ 42.09 | $ 47.17 | $ 42.72 |
Volatility (as a percent) | 32.00% | 35.00% | 35.00% |
Expected term (in years) | 4 years 6 months | 4 years 6 months | 4 years 3 months 18 days |
Range of risk-free rates, minimum (as a percent) | 1.30% | 2.20% | 1.60% |
Range of risk-free rates, maximum (as a percent) | 2.50% | 3.00% | 2.10% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock-Based Compensation Expense Related to Stock Options, RSUs, Ordinary Shares Credited to Directors' Phantom Share Accounts and Grants under ESPP (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | $ 110,563 | $ 102,441 | $ 106,900 |
Income tax benefit from share-based compensation expense | (15,712) | (17,230) | (21,792) |
Total share-based compensation expense, net of tax | 94,851 | 85,211 | 85,108 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | 78,697 | 76,770 | 83,218 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | 25,229 | 19,037 | 17,870 |
Cost of product sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | $ 6,637 | $ 6,634 | $ 5,812 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Share Option Plans Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares Subject to Outstanding Options [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 5,280 |
Options granted (in shares) | shares | 1,691 |
Options exercised (in shares) | shares | (515) |
Options forfeited (in shares) | shares | (436) |
Options expired (in shares) | shares | (186) |
Outstanding, ending balance (in shares) | shares | 5,834 |
Vested and expected to vest (in shares) | shares | 5,553 |
Exercisable, balance (in shares) | shares | 3,402 |
Weighted Average Exercise Price (in dollars per share) [Roll Forward] | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 127.08 |
Options granted (in dollars per share) | $ / shares | 138.14 |
Options exercised (in dollars per share) | $ / shares | 90.27 |
Options forfeited (in dollars per share) | $ / shares | 139.56 |
Options expired (in dollars per share) | $ / shares | 159.59 |
Outstanding, ending balance (in dollars per share) | $ / shares | 131.57 |
Vested and expected to vest (in dollars per share) | $ / shares | 131.15 |
Exercisable (in dollars per share) | $ / shares | $ 125.81 |
Weighted- Average Remaining Contractual Term (Years) | |
Weighted-average remaining contractual term, outstanding (in years) | 6 years 7 months 6 days |
Weighted-average remaining contractual term, vested and expected to vest, exercisable (in years) | 6 years 6 months |
Weighted-average remaining contractual term, exercisable (in years) | 5 years 1 month 6 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value, outstanding | $ | $ 127,778 |
Aggregate intrinsic value, vested and expected to vest | $ | 124,884 |
Aggregate intrinsic value, exercisable | $ | $ 102,366 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of RSUs Activity (Details) - Restricted Stock Units (RSUs) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of RSUs [Roll Forward] | |
Number of RSUs, outstanding, beginning balance (in shares) | shares | 1,102 |
Number of RSUs granted (in shares) | shares | 682 |
Number of RSUs released (in shares) | shares | (391) |
Number of RSUs forfeited (in shares) | shares | (212) |
Number of RSUs, outstanding, ending balance (in shares) | shares | 1,181 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted-average grant-date fair value, outstanding, beginning balance (in dollars per share) | $ / shares | $ 142.13 |
Weighted-average grant-date fair value, RSUs granted (in dollars per share) | $ / shares | 138.11 |
Weighted-average grant-date fair value, RSUs released (in dollars per share) | $ / shares | 144.34 |
Weighted-average grant-date fair value, RSUs forfeited (in dollars per share) | $ / shares | 140.76 |
Weighted-average grant-date fair value, outstanding, ending balance (in dollars per share) | $ / shares | $ 139.32 |
Weighted-average remaining contractual term, outstanding | 1 year 4 months 24 days |
Aggregate intrinsic value, outstanding | $ | $ 176,158 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 8.2 | $ 6.4 | $ 5.5 |
Ireland | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 1.3 | 1.2 | 1 |
Defined contribution plans, employer matching percentage of employee's eligible contributions (as a percent) | 8.00% | ||
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 5 | 4.2 | 3.7 |
United Kingdom | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 1.1 | 0.8 | 0.7 |
Defined contribution plans, employer matching percentage of employee's eligible contributions (as a percent) | 12.00% | ||
France | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 0.6 | 0.4 | $ 0.3 |
Defined contribution plans, employer matching percentage of employee's eligible contributions (as a percent) | 14.00% | ||
Accrued retirement liability | $ 0.6 | 0.4 | |
Italy | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Accrued retirement liability | $ 0.3 | $ 0.3 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of Income from Continuing Operations before Income Tax Provision (Benefit) | |||
Ireland | $ (6,451) | $ 170,666 | $ 77,476 |
United States | 317,728 | 294,621 | 271,440 |
Other | 143,025 | 64,176 | 92,201 |
Income before income tax provision (benefit) and equity in loss of investees | $ 454,302 | $ 529,463 | $ 441,117 |
Income Taxes - Details of Incom
Income Taxes - Details of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||
Ireland | $ 51,696 | $ 33,431 | $ 28,045 |
United States | 109,495 | 95,143 | 135,608 |
Other | 2,265 | 40,403 | 14,198 |
Total current tax expense | 163,456 | 168,977 | 177,851 |
Deferred, exclusive of other components below | |||
Ireland | (163,626) | (12,408) | (19,709) |
United States | (41,297) | (41,337) | (27,559) |
Other | (37,244) | (34,545) | (19,108) |
Total deferred, exclusive of other components | (242,167) | (88,290) | (66,376) |
Deferred, change in tax rates | |||
United States | 203 | (538) | (155,679) |
Other | 5,354 | 13 | (3,536) |
Total deferred, change in tax rates | 5,557 | (525) | (159,215) |
Total deferred tax benefit | (236,610) | (88,815) | (225,591) |
Total income tax provision (benefit) | $ (73,154) | $ 80,162 | $ (47,740) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Tax Cuts and Jobs Act of 2017 - change in tax rate, provisional income tax benefit | $ 5,900 | $ 155,100 | |||
Income tax provision (benefit) | $ (73,154) | $ 80,162 | (47,740) | ||
Discrete tax benefit, intra-entity intellectual property asset transfer | $ 112,300 | $ 112,300 | |||
Tax Cuts and Jobs Act of 2017 - net benefit of the impacts | $ 148,800 | ||||
Effective income tax rate (as a percent) | (16.10%) | 15.10% | (10.80%) | ||
Statutory income tax rate (as a percent) | 12.50% | 12.50% | 12.50% | ||
Increase (decrease) in valuation allowance | $ 5,100 | $ 9,100 | $ (1,000) | ||
Deferred tax assets, valuation allowance | 66,307 | 61,237 | |||
Cumulated unremitted earnings of overseas subsidiaries | 1,600,000 | 1,200,000 | |||
Unrecognized tax benefits, accrued interest and penalties | 7,400 | 6,300 | |||
Unrecognized tax benefits that would impact the effective tax rate | $ 78,800 | $ 78,500 | |||
Ireland | |||||
Operating Loss Carryforwards [Line Items] | |||||
Statutory income tax rate (as a percent) | 12.50% | 12.50% | 12.50% | ||
Ireland | Ireland | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | $ 78,400 | ||||
U.S. Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 273,000 | ||||
Tax credit carryforwards | 173,100 | ||||
U.S. Federal | Celator Pharmaceuticals, Inc. | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | $ 204,700 | ||||
U.S. Federal | Cavion Inc | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 18,700 | ||||
U.S. State | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 94,000 | ||||
Tax credit carryforwards | 11,300 | ||||
Foreign Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | 15,700 | $ 5,900 | |||
Tax credit carryforwards | 41,700 | ||||
Foreign Tax Authorities | Luxembourg | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 45,200 | ||||
Foreign Tax Authorities | United Kingdom | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 46,200 | ||||
Foreign Tax Authorities | Malta | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 24,600 | ||||
Valuation Allowance, Operating Loss Carryforwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | 6,300 | $ 11,200 | (6,600) | ||
Tax Cuts And Jobs Act Of 2017, Foreign Tax Credits | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | 25,700 | ||||
Utilization Of NOL Carryforwards Which Previously Carried Valuation Allowance | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | $ (9,100) | ||||
Tax Year 2012 And 2013 | French Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proposed additional tax including interest and penalties | 42,000 | ||||
Tax Year 2015, 2016 and 2017 | French Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proposed additional tax including interest and penalties | $ 12,000 | ||||
Her Majesty's Revenue and Customs (HMRC) | Foreign Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | $ (10,900) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation [Abstract] | |||
Statutory income tax rate | 12.50% | 12.50% | 12.50% |
Intra-entity transfer of intellectual property assets | (24.70%) | 0.00% | 0.00% |
Foreign income tax rate differential | 8.70% | 11.90% | 20.30% |
Research and other tax credits | (8.70%) | (3.00%) | (2.60%) |
Patent box incentive benefit | (7.00%) | 0.00% | 0.00% |
Deduction on subsidiary equity | (5.20%) | (0.50%) | (0.70%) |
Change in valuation allowance | 3.30% | 3.20% | (2.80%) |
Non-deductible acquired IPR&D | 2.50% | 0.00% | 0.00% |
Non-deductible compensation | 1.80% | 1.20% | 2.60% |
Financing costs | (1.70%) | (4.30%) | (5.60%) |
Change in tax rate | 1.50% | (0.10%) | (0.40%) |
Change in estimates | 0.30% | (1.10%) | (2.10%) |
Change in unrecognized tax benefits | 0.10% | 1.10% | 2.80% |
Excess tax benefits from share-based compensation | (0.10%) | (0.40%) | (1.50%) |
Non-deductible loss contingency | 0.00% | 0.80% | 0.00% |
Impact of U.S. Tax Act | 0 | (0.014) | (0.337) |
Investment in subsidiaries | 0.00% | (4.80%) | 0.00% |
Other | 0.60% | 0.00% | 0.40% |
Effective income tax rate | (16.10%) | 15.10% | (10.80%) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets/(Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 90,670 | $ 106,128 |
Tax credit carryforwards | 230,447 | 156,242 |
Intangible assets | 154,844 | 23,469 |
Share-based compensation | 26,091 | 24,592 |
Accruals | 49,063 | 57,575 |
Indirect effects of unrecognized tax benefits | 39,432 | 34,349 |
Investment in subsidiaries | 0 | 25,585 |
Lease liabilities | 33,847 | |
Other | 48,630 | 51,175 |
Total deferred tax assets | 673,024 | 479,115 |
Valuation allowance | (66,307) | (61,237) |
Net deferred tax assets | 606,717 | 417,878 |
Deferred tax liabilities: | ||
Intangible assets | (537,520) | (595,746) |
Operating lease assets | (28,442) | |
Other | (43,447) | (73,350) |
Total deferred tax liabilities | (609,409) | (669,096) |
Net deferred tax liabilities | $ (2,692) | $ (251,218) |
Income Taxes - Current and Non-
Income Taxes - Current and Non-current Deferred Assets/(Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets | $ 221,403 | $ 57,879 | |
Deferred tax liabilities | (224,095) | $ (310,586) | (309,097) |
Net deferred tax liabilities | $ (2,692) | $ (251,218) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | |||
Balance at the beginning of the year | $ 118,213 | $ 106,162 | $ 90,910 |
Increases related to current year tax positions | 27,552 | 22,649 | 27,875 |
Increases related to prior year tax positions | 761 | 7,584 | 1,620 |
Decreases related to prior year tax positions | (91) | 0 | (1,075) |
Lapse of the applicable statute of limitations | (22,116) | (18,182) | (13,168) |
Balance at the end of the year | $ 124,319 | $ 118,213 | $ 106,162 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 25, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||||
Upfront and milestone payments paid | $ 109,975 | $ 0 | $ 85,000 | ||
Pharma Mar, S.A. | Forecast | |||||
Subsequent Event [Line Items] | |||||
Tiered royalty fees percentage, maximum | 30.00% | ||||
Pharma Mar, S.A. | Upfront Payment | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Upfront and milestone payments paid | $ 200,000 | ||||
Pharma Mar, S.A. | Accelerated And/Or Full Regulatory Approval Milestone Payments | Forecast | |||||
Subsequent Event [Line Items] | |||||
Milestone payments not yet due or paid | $ 250,000 | ||||
Pharma Mar, S.A. | Commercial Milestone Payments | Forecast | |||||
Subsequent Event [Line Items] | |||||
Milestone payments not yet due or paid | $ 550,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Schedule Of Interim Financial Information Presents Results Of Operations On Quarterly Basis (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Revenues | $ 581,740 | $ 537,702 | $ 534,133 | $ 508,186 | $ 476,457 | $ 469,373 | $ 500,479 | $ 444,613 | $ 2,161,761 | $ 1,890,922 | $ 1,618,693 |
Gross margin | 541,178 | 500,921 | 495,747 | 469,825 | 440,997 | 438,623 | 461,381 | 406,928 | |||
Net income | $ 73,992 | $ 102,276 | $ 261,898 | $ 85,201 | $ 159,470 | $ 149,316 | $ 92,321 | $ 45,991 | $ 523,367 | $ 447,098 | $ 487,848 |
Net income per ordinary share, basic (in dollars per share) | $ 1.31 | $ 1.80 | $ 4.62 | $ 1.49 | $ 2.69 | $ 2.47 | $ 1.53 | $ 0.77 | $ 9.22 | $ 7.45 | $ 8.13 |
Net income per ordinary share, diluted (in dollars per share) | $ 1.29 | $ 1.78 | $ 4.56 | $ 1.47 | $ 2.64 | $ 2.41 | $ 1.50 | $ 0.75 | $ 9.09 | $ 7.30 | $ 7.96 |
Estimated loss contingency | $ 57,000 | ||||||||||
Impairment charges and disposal costs | $ 44,000 | ||||||||||
Upfront and milestone payments expense | $ 48,300 | $ 56,000 | $ 11,000 | ||||||||
Discrete tax benefit, intra-entity intellectual property asset transfer | $ 112,300 | $ 112,300 | |||||||||
Intangible asset amortization | $ 354,814 | $ 201,498 | $ 152,065 | ||||||||
Contract-Based Intangible Assets | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Intangible asset amortization | $ 111,100 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 50 | $ 396 | $ 287 |
Additions charged to costs and expenses | 9 | 20 | 231 |
Other Additions | 0 | 0 | 0 |
Deductions | (9) | (366) | (122) |
Balance at end of period | 50 | 50 | 396 |
Allowance for sales discounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 76 | 103 | 118 |
Additions charged to costs and expenses | 782 | 811 | 1,087 |
Other Additions | 0 | 0 | 0 |
Deductions | (745) | (838) | (1,102) |
Balance at end of period | 113 | 76 | 103 |
Allowance for chargebacks | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 408 | 3,663 | 4,749 |
Additions charged to costs and expenses | 41,864 | 41,387 | 41,941 |
Other Additions | 0 | 0 | 0 |
Deductions | (41,139) | (44,642) | (43,027) |
Balance at end of period | 1,133 | 408 | 3,663 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 61,237 | 52,144 | 53,184 |
Additions charged to costs and expenses | 20,086 | 35,500 | 7,509 |
Other Additions | 357 | 0 | 5,581 |
Deductions | (15,373) | (26,407) | (14,130) |
Balance at end of period | $ 66,307 | $ 61,237 | $ 52,144 |
Uncategorized Items - jazz12312
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (279,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,848,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 53,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,848,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (332,000) |