Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 16, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 5,958,338,704 | ||
Entity Common Stock, Shares Outstanding (in shares) | 56,325,436 | ||
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 2021 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A. If such Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Form 10‑K, 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 | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001232524 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,057,769 | $ 637,344 |
Investments | 1,075,000 | 440,000 |
Accounts receivable, net of allowances of $5,487 and $1,296 at December 31, 2020 and 2019, respectively | 396,490 | 355,987 |
Inventories | 95,396 | 78,608 |
Prepaid expenses | 62,422 | 39,434 |
Other current assets | 152,491 | 78,895 |
Total current assets | 2,839,568 | 1,630,268 |
Property, plant and equipment, net | 127,935 | 131,506 |
Operating lease assets | 129,169 | 139,385 |
Intangible assets, net | 2,195,051 | 2,440,977 |
Goodwill | 958,303 | 920,018 |
Deferred tax assets, net | 254,916 | 221,403 |
Deferred financing costs | 5,238 | 7,426 |
Other non-current assets | 25,721 | 47,914 |
Total assets | 6,535,901 | 5,538,897 |
Current liabilities: | ||
Accounts payable | 26,945 | 45,732 |
Accrued liabilities | 352,732 | 269,686 |
Current portion of long-term debt | 246,322 | 33,387 |
Income taxes payable | 25,200 | 10,965 |
Deferred revenue | 2,546 | 4,720 |
Total current liabilities | 653,745 | 364,490 |
Deferred revenue, non-current | 2,315 | 4,861 |
Long-term debt, less current portion | 1,848,516 | 1,573,870 |
Operating lease liabilities, less current portion | 140,035 | 151,226 |
Deferred tax liabilities, net | 130,397 | 224,095 |
Other non-current liabilities | 101,148 | 109,374 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Ordinary shares, nominal value $0.0001 per share; 300,000 shares authorized; 56,171 and 56,140 shares issued and outstanding at December 31, 2020 and 2019, 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, 2020 and 2019 | 55 | 55 |
Capital redemption reserve | 472 | 472 |
Additional paid-in capital | 2,633,670 | 2,266,026 |
Accumulated other comprehensive loss | (134,352) | (223,393) |
Retained earnings | 1,159,894 | 1,067,815 |
Total shareholders’ equity | 3,659,745 | 3,110,981 |
Total liabilities and shareholders’ equity | $ 6,535,901 | $ 5,538,897 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) shares in Thousands, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020€ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019€ / shares |
Current assets: | ||||
Accounts receivable, allowances | $ | $ 5,487 | $ 1,296 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, authorized (in shares) | 300,000 | 300,000 | ||
Ordinary shares, issued (in shares) | 56,171 | 56,140 | ||
Ordinary shares, outstanding (in shares) | 56,171 | 56,140 | ||
Nonvoting Euro Deferred shares, par value (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Nonvoting Euro Deferred shares, authorized (in shares) | 4,000 | 4,000 | ||
Nonvoting Euro Deferred shares, issued (in shares) | 4,000 | 4,000 | ||
Nonvoting Euro Deferred shares, outstanding (in shares) | 4,000 | 4,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 2,363,567 | $ 2,161,761 | $ 1,890,922 |
Operating expenses: | |||
Cost of product sales (excluding amortization of acquired developed technologies) | 148,917 | 127,930 | 121,544 |
Selling, general and administrative | 854,233 | 736,942 | 683,530 |
Research and development | 335,375 | 299,726 | 226,616 |
Intangible asset amortization | 259,580 | 354,814 | 201,498 |
Impairment charges | 136,139 | 0 | 42,896 |
Acquired in-process research and development | 251,250 | 109,975 | 0 |
Total operating expenses | 1,985,494 | 1,629,387 | 1,276,084 |
Income from operations | 378,073 | 532,374 | 614,838 |
Interest expense, net | (99,707) | (72,261) | (78,500) |
Foreign exchange loss | (3,271) | (5,811) | (6,875) |
Income before income tax provision (benefit) and equity in loss of investees | 275,095 | 454,302 | 529,463 |
Income tax provision (benefit) | 33,517 | (73,154) | 80,162 |
Equity in loss of investees | 2,962 | 4,089 | 2,203 |
Net income | $ 238,616 | $ 523,367 | $ 447,098 |
Net income per ordinary share: | |||
Basic (in dollars per share) | $ 4.28 | $ 9.22 | $ 7.45 |
Diluted (in dollars per share) | $ 4.22 | $ 9.09 | $ 7.30 |
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 55,712 | 56,749 | 59,976 |
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 56,517 | 57,550 | 61,221 |
Product sales, net | |||
Revenues: | |||
Total revenues | $ 2,346,660 | $ 2,135,601 | $ 1,869,473 |
Royalties and contract revenues | |||
Revenues: | |||
Total revenues | $ 16,907 | $ 26,160 | $ 21,449 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 238,616 | $ 523,367 | $ 447,098 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 90,183 | (20,720) | (58,988) |
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) of ($163), ($697) and $289, respectively | (1,142) | (4,882) | 2,022 |
Other comprehensive income (loss) | 89,041 | (25,602) | (56,966) |
Total comprehensive income | $ 327,657 | $ 497,765 | $ 390,132 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) | $ (163) | $ (697) | $ 289 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Ordinary Shares | Non-voting Euro Deferred | Capital Redemption Reserve | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2017 | 59,898 | 4,000 | ||||||||
Beginning balance at Dec. 31, 2017 | $ 2,713,097 | $ (279) | $ 6 | $ 55 | $ 472 | $ 1,935,486 | $ (140,878) | $ 53 | $ 917,956 | $ (332) |
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 | $ 4,848 | $ 6 | $ 55 | 472 | 2,113,630 | (197,791) | $ 0 | 841,050 | $ 4,848 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 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 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Stock issued under directors deferred compensation plan (in shares) | 37 | |||||||||
Issuance of Exchangeable Senior Notes, due 2026 | 176,260 | 176,260 | ||||||||
Partial repurchase of Exchangeable Senior Notes, due 2021 | $ (12,513) | (12,513) | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 780 | 780 | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options | $ 86,984 | 86,984 | ||||||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 125 | |||||||||
Issuance of ordinary shares under employee stock purchase plan | 12,697 | 12,697 | ||||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 290 | |||||||||
Shares withheld for payment of employee's withholding tax liability | (16,877) | (16,877) | ||||||||
Share-based compensation | 121,093 | 121,093 | ||||||||
Shares repurchased (in shares) | (1,201) | |||||||||
Shares repurchased | (146,537) | (146,537) | ||||||||
Other comprehensive income (loss) | 89,041 | 89,041 | ||||||||
Net income | 238,616 | 238,616 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 56,171 | 4,000 | ||||||||
Ending balance at Dec. 31, 2020 | $ 3,659,745 | $ 6 | $ 55 | $ 472 | $ 2,633,670 | $ (134,352) | $ 1,159,894 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net income | $ 238,616 | $ 523,367 | $ 447,098 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Intangible asset amortization | 259,580 | 354,814 | 201,498 |
Share-based compensation | 120,998 | 110,563 | 102,441 |
Impairment charges | 136,139 | 0 | 42,896 |
Depreciation | 18,673 | 15,342 | 15,233 |
Acquired in-process research and development | 251,250 | 109,975 | 0 |
Distributions from equity method investees | 5,438 | 0 | 0 |
Deferred tax benefit | (136,937) | (236,610) | (88,815) |
Provision for losses on accounts receivable and inventory | 15,000 | 6,668 | 4,728 |
Loss on extinguishment and modification of debt | 5,089 | 0 | 1,425 |
Amortization of debt discount and deferred financing costs | 56,659 | 46,396 | 43,960 |
Other non-cash transactions | 14,580 | 59 | 7,357 |
Changes in assets and liabilities: | |||
Accounts receivable | (38,647) | (92,326) | (40,132) |
Inventories | (30,537) | (32,790) | (18,512) |
Prepaid expenses and other current assets | (98,042) | (25,650) | 6,697 |
Other non-current assets | 21,913 | (18,919) | (2,523) |
Operating lease assets | 12,366 | 14,148 | 0 |
Accounts payable | (18,935) | 4,770 | 17,040 |
Accrued liabilities | 79,477 | (5,565) | 71,208 |
Income taxes payable | 13,038 | 10,056 | (19,735) |
Deferred revenue | (4,720) | (5,414) | (7,497) |
Other non-current liabilities | (8,967) | 3,561 | 14,537 |
Operating lease liabilities, less current portion | (12,383) | (6,044) | 0 |
Net cash provided by operating activities | 899,648 | 776,401 | 798,904 |
Investing activities | |||
Acquisition of investments | (2,397,675) | (917,100) | (1,165,915) |
Proceeds from maturity of investments | 1,755,000 | 985,000 | 855,000 |
Acquired in-process research and development | (251,250) | (61,700) | 0 |
Purchases of property, plant and equipment | (15,004) | (40,135) | (20,370) |
Asset acquisition, net of cash acquired | 0 | (55,074) | 0 |
Acquisition of intangible assets | (113,000) | (80,500) | (111,100) |
Net proceeds from sale of assets | 14,259 | 14,209 | 47,898 |
Net cash used in investing activities | (1,007,670) | (155,300) | (394,487) |
Financing activities | |||
Net proceeds from issuance of Exchangeable Senior Notes, due 2026 | 981,381 | 0 | 0 |
Proceeds from revolving credit facility | 500,000 | 0 | 0 |
Proceeds from employee equity incentive and purchase plans | 99,681 | 57,831 | 93,337 |
Share repurchases | (146,537) | (301,450) | (523,672) |
Payment of employee withholding taxes related to share-based awards | (16,877) | (16,739) | (17,925) |
Repayments of long-term debt | (33,387) | (33,387) | (25,717) |
Payment of debt modification costs | 0 | 0 | (6,406) |
Payments for partial repurchase of Exchangeable Senior Notes, due 2021 | (356,188) | 0 | 0 |
Repayments under revolving credit facility | (500,000) | 0 | 0 |
Proceeds from tenant improvement allowance on build-to-suit lease | 0 | 0 | 1,253 |
Net cash provided by (used in) financing activities | 528,073 | (293,745) | (479,130) |
Effect of exchange rates on cash and cash equivalents | 374 | 366 | (1,700) |
Net increase (decrease) in cash and cash equivalents | 420,425 | 327,722 | (76,413) |
Cash and cash equivalents, at beginning of period | 637,344 | 309,622 | 386,035 |
Cash and cash equivalents, at end of period | 1,057,769 | 637,344 | 309,622 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 42,470 | 43,002 | 42,706 |
Cash paid for income taxes | 226,823 | 183,610 | 164,217 |
Non-cash investing activities: | |||
Amounts capitalized in connection with facility lease obligations | $ 0 | $ 0 | $ 27,747 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Jazz Pharmaceuticals plc is an innovative global biopharmaceutical company dedicated to developing and commercializing life-changing medicines that transform the lives of patients with serious diseases – often with limited or no options. We have a diverse portfolio of marketed medicines and novel product candidates, in early- to late-stage development, across key therapeutic areas. Our focus is in neuroscience, including sleep and movement disorders, and in oncology, including hematologic malignancies 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 , a 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 narcolepsy patients seven years of age and older; • Xywav™ (calcium, magnesium, potassium, and sodium oxybates) oral solution , a product that contains 92% less sodium than Xyrem, approved by FDA and launched in the U.S. in November 2020 for the treatment of cataplexy or EDS in narcolepsy patients seven years of age and older; • Sunosi ® (solriamfetol) , a product approved by FDA and the European Commission, and marketed in the U.S. and in Europe to improve wakefulness in adult patients with EDS associated with narcolepsy or obstructive sleep apnea; • 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 product 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; • 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 acute myeloid leukemia with myelodysplasia-related changes; and • Zepzelca ™ (lurbinectedin) , a product approved by FDA and launched in July 2020 in the U.S. for the treatment of adult patients with metastatic small cell lung cancer, or SCLC, with disease progression on or after platinum-based chemotherapy. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “Jazz,” “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, 2020 | |
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 August 2018, the Financial Accounting Standards Board, or 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. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. 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 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. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASC 848 allows for different elections to be made at different points in time, and the timing of those elections will be documented as applicable. For the avoidance of doubt, we intend to reassess the elections of optional expedients and exceptions included within ASC 848 related to our hedging activities and will document the election of these items on a quarterly basis. ASC 848 is effective for us as of January 1, 2020 and will no longer be available to apply after December 31, 2022. In June 2020, we elected the expedient in ASC 848-50-25-2, which allows us to assume that our hedged interest payments will probably occur regardless of any expected modification in their terms related to reference rate reform. Adoption is not expected to have a material impact on our consolidated financial statements. Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of actions taken globally to contain and treat the disease. Our financial results are significantly influenced by sales of Xyrem. Our future plans assume that our newly launched oxybate product Xywav, with 92% lower sodium compared to Xyrem, depending on the dose, absence of a sodium warning and dosing titration option, will become the treatment of choice for patients who can benefit from oxybate treatment, current Xyrem patients, and patients who previously were not prescribed Xyrem, including those patients for whom sodium content is a concern. While we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payors, physicians and patients. In addition to risks related specifically to Xyrem and Xywav, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Sunosi, Defitelio, Erwinaze, Vyxeos and Zepzelca, and other 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; effectively commercializing our recently approved products such as Sunosi, Zepzelca and Xywav; 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. In addition, to the extent the COVID-19 pandemic continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. 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, 2020 and 2019, we had foreign exchange forward contracts with notional amounts totaling $357.4 million and $180.9 million, respectively. As of December 31, 2020 and 2019, the outstanding foreign exchange forward contracts had a net asset fair value of $11.1 million and $2.3 million, respectively. As of December 31, 2020 and 2019, 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 $2.8 million and $1.5 million as of December 31, 2020 and 2019, 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, 2020, allowances on receivables were not material. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 68% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 12% of gross accounts receivable. As of December 31, 2019, two customers accounted for 89% of gross accounts receivable, ESSDS, which accounted for 77% of gross accounts receivable, and McKesson, which accounted for 12% 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, 2020 or 2019. 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 an operating lease 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. In performing the annual impairment test, the fair value of the reporting unit is compared to its corresponding carrying value, including goodwill. If the carrying value exceeds the fair value of the reporting unit an impairment loss will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. 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 eighteen 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 $259.6 million, $243.7 million and $201.3 million in 2020, 2019 and 2018, 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 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 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 $99.6 million, $65.4 million and $37.4 million in 2020, 2019 and 2018, 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. The new guidance is not expected to have a material impact on our results of operations and financial position. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Ins |
Asset Acquisition, Collaboratio
Asset Acquisition, Collaborations and Disposition | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Asset Acquisition, Collaborations and Disposition | Asset Acquisitions, Collaborations and Disposition Asset Acquisition and Exclusive License Agreement In October 2020, we entered into an asset purchase and exclusive license agreement with SpringWorks Therapeutics, Inc., or SpringWorks, under which we acquired SpringWorks’ fatty acid amide hydrolase, or FAAH, inhibitor program. Under the terms of the agreement, SpringWorks has assigned or exclusively licensed all assets relating to its FAAH inhibitor program to us, including assignment of SpringWorks’ proprietary FAAH inhibitor PF-04457845, or PF-’845, now named JZP-150 and its license agreement with Pfizer, Inc., or Pfizer, under which Pfizer exclusively licensed PF-’845 to SpringWorks in 2017. In addition to assuming all milestone and royalty obligations owed by SpringWorks to Pfizer, we made an upfront payment of $35.0 million to SpringWorks, which was recorded as acquired in-process research and development, or IPR&D expense in our consolidated statement of income for the year ended December 31, 2020, and may make potential milestone payments to SpringWorks of up to $375.0 million upon the achievement of certain clinical, regulatory and commercial milestones, and pay incremental tiered royalties to SpringWorks on future net sales of JZP-150 in the mid- to high-single digit percentages. License Agreement In December 2019, we entered into an exclusive license agreement, or original license agreement, with Pharma Mar, S.A., or PharmaMar, for development and U.S. commercialization of Zepzelca. Zepzelca was granted orphan drug designation for relapsed SCLC by FDA in August 2018. In December 2019, PharmaMar submitted a new drug application, or NDA, to FDA for accelerated approval of Zepzelca for relapsed SCLC based on data from a Phase 2 trial, and in February 2020, FDA accepted the NDA for filing with priority review. In June 2020, FDA approved the NDA for Zepzelca for the treatment of adult patients with metastatic SCLC with disease progression on or after platinum-based chemotherapy. Under the terms of the original license agreement, which became 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 $200.0 million, which was recorded as acquired IPR&D expense in our consolidated statement of income for the year ended December 31, 2020. In June 2020, we made a milestone payment of $100.0 million to PharmaMar following FDA accelerated approval of Zepzelca, which was capitalized as an intangible asset on our consolidated balance sheet. PharmaMar is eligible to receive potential future regulatory milestone payments of up to $150.0 million upon the achievement of continued U.S. regulatory approval of Zepzelca following the successful completion of confirmatory trials within certain timelines. PharmaMar is also eligible to receive up to $550.0 million in potential U.S. commercial milestone payments, as well as incremental tiered royalties on future net sales of Zepzelca ranging from the high teens up to 30 percent. PharmaMar may receive additional payments on approval of other indications, with any such payments creditable against commercial milestone payment obligations. PharmaMar retains production rights for Zepzelca and will supply the product to us. In October 2020, we entered into an amendment and restatement of the original license agreement with PharmaMar, or the amended license agreement, which expanded our exclusive license to include rights to develop and commercialize Zepzelca in Canada. Asset Acquisition In August 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 In January 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 statement of income for the year ended December 31, 2019. Codiak is eligible to receive up to $20.0 million in preclinical development milestone payments. Codiak is also eligible to receive milestone payments totaling up to $200.0 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. 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 had the right to opt into an exclusive, worldwide license to develop and commercialize IMGN632, a CD123-targeted antibody-drug conjugate for hematological malignancies. In December 2020, we exercised our opt-out rights with respect to IMGN632, thereby relinquishing the development and commercialization option. Disposition In June 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, in September 2018. The total sales price was $80.0 million, of which we received $50.0 million at closing and installment payments of $15.0 million, less certain reimbursable expenses, in December 2020 and December 2019. 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 statement of income in 2018, primarily related to the carrying balance of intangible assets. Upon closing, we recognized a loss on disposal of $0.5 million within selling, general and administrative expenses in our consolidated statement of income in 2018. We determined that the disposal of these assets did not qualify for reporting as a discontinued operation since it did not represent a strategic shift that had 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, 2020 | |
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, 2020 Amortized Gross Gross Estimated Cash and Investments Cash $ 517,117 $ — $ — $ 517,117 $ 517,117 $ — Time deposits 1,360,000 — — 1,360,000 285,000 1,075,000 Money market funds 255,652 — — 255,652 255,652 — Totals $ 2,132,769 $ — $ — $ 2,132,769 $ 1,057,769 $ 1,075,000 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 Cash equivalents and investments are considered available-for-sale securities. 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 $11.1 million, $20.5 million and $16.9 million in 2020, 2019 and 2018, respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 December 31, 2019 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 1,360,000 $ 1,360,000 $ — $ 460,000 $ 460,000 Money market funds 255,652 — 255,652 284,172 — 284,172 Foreign exchange forward contracts — 11,907 11,907 — 2,508 2,508 Totals $ 255,652 $ 1,371,907 $ 1,627,559 $ 284,172 $ 462,508 $ 746,680 Liabilities: Interest rate contracts $ — $ 2,835 $ 2,835 $ — $ 1,515 $ 1,515 Foreign exchange forward contracts — 790 790 — 182 182 Totals $ — $ 3,625 $ 3,625 $ — $ 1,697 $ 1,697 As of December 31, 2020, 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 2020 or in 2019. As of December 31, 2020 and 2019, 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, 2020, the estimated fair values of our 1.875% exchangeable senior notes due 2021, or the 2021 Notes, our 1.50% exchangeable senior notes due 2024, or the 2024 Notes, and our 2.00% exchangeable senior notes due 2026, or the 2026 Notes, were approximately $224 million, $615 million and $1.3 billion, respectively. The fair values of the 2021 Notes, the 2024 Notes and the 2026 Notes, which we refer to collectively 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, 2020 | |
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, 2020 and 2019, 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: 2020 2019 2018 Gain (loss) recognized in accumulated other comprehensive loss, net of tax $ (4,543) $ (3,903) $ 2,274 Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax $ 3,401 $ (979) $ (252) A ssuming no change in LIBOR-based interest rates from market rates as of December 31, 2020, $2.5 million of losses, net of tax, 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, 2020 and 2019 , the notional amount of foreign exchange contracts where hedge accounting was not applied was $357.4 million and $180.9 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: 2020 2019 2018 Gain (loss) recognized in foreign exchange loss $ 19,843 $ (6,192) $ (14,648) 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 tables summarize the fair value of outstanding derivatives (in thousands): December 31, 2020 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 $ 2,835 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 11,907 Accrued liabilities 790 Total fair value of derivative instruments $ 11,907 $ 3,625 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 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 tables summarize 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, 2020 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 $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities $ (3,625) $ — $ (3,625) $ 2,207 $ — $ (1,418) 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) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): December 31, 2020 2019 Raw materials $ 16,003 $ 13,595 Work in process 45,758 36,658 Finished goods 33,635 28,355 Total inventories $ 95,396 $ 78,608 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2020 2019 Leasehold improvements $ 54,113 $ 52,294 Land and buildings 47,555 47,053 Manufacturing equipment and machinery 33,465 28,860 Computer software 22,781 25,680 Computer equipment 18,749 16,577 Furniture and fixtures 11,598 11,152 Construction-in-progress 7,262 5,147 Subtotal 195,523 186,763 Less accumulated depreciation and amortization (67,588) (55,257) Property, plant and equipment, net $ 127,935 $ 131,506 Depreciation and amortization expense on property, plant and equipment amounted to $18.7 million, $15.3 million and $15.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 $ 920,018 Foreign exchange 38,285 Balance at December 31, 2020 $ 958,303 The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): December 31, 2020 December 31, 2019 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 12.6 $ 3,379,162 $ (1,184,111) $ 2,195,051 $ 3,166,485 $ (864,834) $ 2,301,651 Manufacturing contracts — 13,135 (13,135) — 12,025 (12,025) — Trademarks — 2,917 (2,917) — 2,890 (2,890) — Priority review voucher — — — — 111,101 (111,101) — Total finite-lived intangible assets 3,395,214 (1,200,163) 2,195,051 3,292,501 (990,850) 2,301,651 Acquired IPR&D assets — — — 139,326 — 139,326 Total intangible assets $ 3,395,214 $ (1,200,163) $ 2,195,051 $ 3,431,827 $ (990,850) $ 2,440,977 The decrease in the gross carrying amount of intangible assets as of December 31, 2020 compared to December 31, 2019 reflects the impairment of our acquired IPR&D assets of $136.1 million following the decision to stop enrollment in our Phase 3 clinical study of defibrotide for the prevention of VOD due to a determination that the study is highly unlikely to reach one of its primary endpoints and the redemption of our priority review voucher in January 2020, partially offset by the capitalization of milestone payments of $100.0 million and $13.0 million triggered by FDA approval of Zepzelca in June 2020 and European Marketing Authorization of Sunosi in January 2020, respectively, and the positive impact of foreign currency translation adjustments due to the strengthening of the euro against the U.S. dollar. 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. Based on finite-lived intangible assets recorded as of December 31, 2020, 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 2021 $ 223,608 2022 174,468 2023 174,468 2024 174,468 2025 174,468 Thereafter 1,273,571 Total $ 2,195,051 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2020 2019 Rebates and other sales deductions $ 127,534 $ 96,860 Employee compensation and benefits 102,601 80,531 Sales returns reserve 18,368 3,462 Royalties 15,230 6,931 Current portion of operating lease liabilities 14,457 12,728 Inventory-related accruals 9,809 7,816 Clinical trial accruals 9,108 3,141 Selling and marketing accruals 6,742 10,946 Consulting and professional services 6,660 7,665 Accrued interest 5,722 7,540 Derivative instrument liabilities 3,625 1,037 Accrued construction-in-progress 1,119 3,015 Accrued collaboration expenses 444 2,494 Other 31,313 25,520 Total accrued liabilities $ 352,732 $ 269,686 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying amount of our indebtedness (in thousands): December 31, 2020 2019 2021 Notes $ 218,812 $ 575,000 Unamortized discount and debt issuance costs on 2021 Notes (5,883) (38,865) 2021 Notes, net 212,929 536,135 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (95,275) (117,859) 2024 Notes, net 479,725 457,141 2026 Notes 1,000,000 — Unamortized discount and debt issuance costs on 2026 Notes (179,518) — 2026 Notes, net 820,482 — Term loan 581,702 613,981 Total debt 2,094,838 1,607,257 Less current portion 246,322 33,387 Total long-term debt $ 1,848,516 $ 1,573,870 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 $584.3 million principal amount was outstanding as of December 31, 2020. We refer to the 2015 credit agreement as amended by the first and second amendments as the amended credit agreement. 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, 2020, the interest rate on the term loan was 1.52% and the effective interest rate was 3.66%. As of December 31, 2020, 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, 2020, we were in compliance with these financial covenants. Exchangeable Senior Notes Due 2026 In the second quarter of 2020, Jazz Investments I Limited, our wholly owned subsidiary, completed a private placement of $1.0 billion principal amount of the 2026 Notes. We used a portion of the net proceeds from this offering to repurchase for cash $332.9 million aggregate principal amount of the 2021 Notes through privately-negotiated transactions concurrently with the offering of the 2026 Notes. Interest on the 2026 Notes is payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2020, at a rate of 2.00% 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 2026 Notes. The 2026 Notes mature on June 15, 2026, unless earlier exchanged, repurchased or redeemed. The holders of the 2026 Notes have the ability to require us to repurchase all or a portion of their 2026 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 any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors). Additionally, the terms and covenants in the indenture related to the 2026 Notes include certain events of default after which the 2026 Notes may be due and payable immediately. Prior to June 15, 2026, we may redeem the 2026 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 2026 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2026 Notes on or after June 20, 2023 and prior to March 15, 2026, 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 2026 Notes are exchangeable at an initial exchange rate of 6.4182 ordinary shares per $1,000 principal amount of 2026 Notes, which is equivalent to an initial exchange price of approximately $155.81 per ordinary share. Upon exchange, the 2026 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 2026 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 2026 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2026 Notes who elect to exchange their 2026 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to March 15, 2026, the 2026 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 2026 Notes, we separated the 2026 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 2026 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 2026 Notes using the effective interest method with an effective interest rate of 5.98% per annum. We have determined the expected life of the 2026 Notes to be equal to the original 6-year term. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2020, the “if converted value” of the 2026 Notes exceeded the principal amount by $59.3 million. We allocated the total issuance costs incurred of $18.6 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 2026 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity. As of December 31, 2020, the carrying value of the equity component of the 2026 Notes, net of equity issuance costs, was $176.3 million. Exchangeable Senior Notes Due 2024 In 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, 2020 and 2019, 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, 2020 and 2019, 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 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, 2020 and 2019, 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. Concurrently with the offering of the 2026 Notes, we repurchased $332.9 million aggregate principal amount of the 2021 Notes. In the third quarter of 2020, we repurchased a further $23.3 million aggregate principal amount of the 2021 Notes. We recorded a loss on extinguishment of debt of $5.1 million in 2020 due to the write-off of unamortized debt issuance costs and debt discount related to the partial repurchase of the 2021 Notes. We accounted for the difference between the consideration transferred and the fair value of the liability component of the 2021 Notes that were repurchased, of $12.5 million, as a reduction to the equity component. As of December 31, 2020, the principal amount of the 2021 Notes remaining was $218.8 million. As of December 31, 2020 and 2019, the carrying value of the equity component of the 2021 Notes, net of equity issuance costs, was $114.4 million and $126.9 million respectively. 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, 2020, 2019 and 2018, we recognized $76.1 million, $59.1 million and $56.7 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 2021 $ 252,199 2022 33,387 2023 517,494 2024 575,000 Thereafter 1,000,000 Total $ 2,378,080 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
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 years ended December 31, 2020 and 2019 were as follows (in thousands): Year Ended December 31, Lease Cost 2020 2019 Operating lease cost $ 21,755 $ 23,087 Short-term lease cost 4,079 2,465 Variable lease cost 3 5 Sublease income (224) (634) Net lease cost $ 25,613 $ 24,923 Supplemental balance sheet information related to operating leases was as follows (in thousands): December 31, Leases Classification 2020 2019 Assets Operating lease assets Operating lease assets $ 129,169 $ 139,385 Liabilities Current Operating lease liabilities Accrued liabilities 14,457 12,728 Non-current Operating lease liabilities Operating lease liabilities, less current portion 140,035 151,226 Total operating lease liabilities $ 154,492 $ 163,954 December 31, Lease Term and Discount Rate 2020 2019 Weighted-average remaining lease term - operating leases (years) 8.7 9.7 Weighted-average discount rate - operating leases 5.3 % 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 21,678 $ 17,066 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities (1) $ 1,763 $ 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 2021 $ 22,393 2022 22,353 2023 22,419 2024 24,277 2025 18,404 Thereafter 86,495 Total lease payments $ 196,341 Less imputed interest (41,849) Present value of lease liabilities $ 154,492 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and December 31, 2019. 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, 2020, we had $112.0 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. Legal Proceedings From June to September 2020, a number of class action lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with Hikma and other ANDA filers violate state and federal antitrust and consumer protection laws, as follows: On June 17, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by Blue Cross and Blue Shield Association, or BCBS, against Jazz Pharmaceuticals plc, Jazz Pharmaceuticals, Inc., and Jazz Pharmaceuticals Ireland Limited, or, collectively, the Company Defendants (hereinafter referred to as the BCBS Lawsuit). The BCBS Lawsuit also names Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA), Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., and Lupin Inc., or, collectively, the BCBS Defendants. On June 18 and June 23, 2020, respectively, two additional class action lawsuits were filed against the Company Defendants and the BCBS Defendants: one by the New York State Teamsters Council Health and Hospital Fund in the United States District Court for the Northern District of California, and another by the Government Employees Health Association Inc. in the United States District Court for the Northern District of Illinois (hereinafter referred to as the GEHA Lawsuit). On June 18, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of California by the City of Providence, Rhode Island, on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals USA Inc., and Hikma Pharmaceuticals plc, or, collectively, the City of Providence Defendants. On June 30, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by UFCW Local 1500 Welfare Fund on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals Ireland Ltd., Jazz Pharmaceuticals, Inc., Roxane Laboratories, Inc., Hikma Pharmaceuticals plc, Eurohealth (USA), Inc. and West-Ward Pharmaceuticals Corp., or collectively the UFCW Defendants (hereinafter referred to as the UFCW Lawsuit). On July 13, 2020, the plaintiffs in the BCBS Lawsuit and the GEHA Lawsuit dismissed their complaints in the United States District Court for the Northern District of Illinois, and refiled their respective lawsuits in the United States District Court for the Northern District of California. On July 14, 2020, the plaintiffs in the UFCW Lawsuit dismissed their complaint in the United States District Court for the Northern District of Illinois and on July 15, 2020, refiled their lawsuit in the United States District Court for the Northern District of California. On July 31, 2020, a class action lawsuit was filed in the United States District Court for the Southern District of New York by the A.F. of L.-A.G.C Building Trades Welfare Plan on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc (hereinafter referred to as the AFL Plan Lawsuit). The AFL Plan Lawsuit also names Roxane Laboratories Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc. On August 14, 2020, an additional class action lawsuit was filed in the United States District Court for the Southern District of New York by the Self-Insured Schools of California on behalf of itself and all others similarly situated, against the Company Defendants, as well as Hikma Pharmaceuticals plc, Eurohealth (USA) Inc., Hikma Pharmaceuticals USA, Inc., West-Ward Pharmaceuticals Corp., Roxane Laboratories, Inc., Amneal Pharmaceuticals LLC, Endo International, plc, Endo Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc., Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical Industries, Inc., Ranbaxy Laboratories Ltd., Teva Pharmaceutical Industries Ltd., Watson Laboratories, Inc., Wockhardt Ltd., Morton Grove Pharmaceuticals, Inc., Wockhardt USA LLC, Mallinckrodt plc, and Mallinckrodt LLC (hereinafter the Self-Insured Schools Lawsuit). On September 16, 2020, an additional class action lawsuit was filed in the United States District Court for the Northern District of California, by Ruth Hollman on behalf of herself and all others similarly situated, against the same defendants named in the Self-Insured Schools Lawsuit. The plaintiffs in certain of these lawsuits are seeking to represent a class of direct purchasers of Xyrem, and the plaintiffs in the remaining lawsuits are seeking to represent a class of indirect purchasers of Xyrem. Each of the lawsuits generally alleges violations of U.S. federal and state antitrust, consumer protection, and unfair competition laws in connection with the Company Defendants’ conduct related to Xyrem, including actions leading up to, and entering into, patent litigation settlement agreements with each of the other named defendants. Each of the lawsuits seeks monetary damages, exemplary damages, equitable relief against the alleged unlawful conduct, including disgorgement of profits and restitution, and injunctive relief. It is possible that additional lawsuits will be filed against the Company Defendants making similar or related allegations. If the plaintiffs were to be successful in their claims, they may be entitled to injunctive relief or we may be required to pay significant monetary damages, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In December 2020, these cases were centralized and transferred to the United States District Court for the Northern District of California, where the multidistrict litigation will proceed for the purpose of discovery and pre-trial proceedings. In January 2021, the Court issued a Case Management Order that schedules this case for trial in February 2023. From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other 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, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Repurchase Program In November 2016, our board of directors authorized a share repurchase program and as of December 31, 2020 had authorized the repurchase of up to $1.5 billion, 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 2020, we spent a total of $146.5 million to repurchase 1.2 million of our ordinary shares at an average total purchase price, including brokerage commissions, of $121.98 per share. 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. All ordinary shares repurchased were canceled. As of December 31, 2020, the remaining amount authorized under the share repurchase program was $431.2 million. Authorized But Unissued Ordinary Shares We had reserved the following shares of authorized but unissued ordinary shares (in thousands): December 31, 2020 2019 2011 Equity Incentive Plan 21,070 19,552 2007 Employee Stock Purchase Plan 2,600 1,883 Amended and Restated 2007 Non-Employee Directors Stock Award Plan 889 438 Amended and Restated Directors Deferred Compensation Plan — 178 2007 Equity Incentive Plan 5 13 Total 24,564 22,064 Dividends |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2019 $ (1,325) $ (222,068) $ (223,393) Other comprehensive income (loss) before reclassifications (4,543) 90,183 85,640 Amounts reclassified from accumulated other comprehensive loss 3,401 — 3,401 Other comprehensive income (loss), net (1,142) 90,183 89,041 Balance at December 31, 2020 $ (2,467) $ (131,885) $ (134,352) In 2020, other comprehensive income reflects foreign currency translation adjustments, primarily due to the strengthening 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, 2020 | |
Earnings Per Share [Abstract] | |
Net Income per Ordinary Share | Net Income per Ordinary Share Basic net income per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income per ordinary share 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 were computed as follows (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income $ 238,616 $ 523,367 $ 447,098 Denominator: Weighted-average ordinary shares used in per share calculations - basic 55,712 56,749 59,976 Dilutive effect of employee equity incentive and purchase plans 805 801 1,245 Weighted-average ordinary shares used in per share calculations - diluted 56,517 57,550 61,221 Net income per ordinary share : Basic $ 4.28 $ 9.22 $ 7.45 Diluted $ 4.22 $ 9.09 $ 7.30 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 2020, 2019 and 2018 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 per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands): Year Ended December 31, 2020 2019 2018 Exchangeable Senior Notes 8,077 5,504 5,504 Options, RSUs and ESPP 4,780 5,000 3,113 |
Segment and Other Information
Segment and Other Information | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Ireland $ 71,906 $ 77,237 United States 157,282 171,079 Italy 16,008 12,959 Other 11,908 9,616 Total long-lived assets (1) $ 257,104 $ 270,891 _________________________ (1) Long-lived assets consist of property, plant and equipment and operating lease assets. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents a summary of total revenues (in thousands): Year Ended December 31, 2020 2019 2018 Xyrem $ 1,741,758 $ 1,642,525 $ 1,404,866 Xywav 15,264 — — Total Oxybate 1,757,022 1,642,525 1,404,866 Sunosi 28,333 3,714 — Total Neuroscience 1,785,355 1,646,239 1,404,866 Defitelio/defibrotide 195,842 172,938 149,448 Erwinaze/Erwinase 147,136 177,465 174,739 Vyxeos 121,105 121,407 100,835 Zepzelca 90,380 — — Total Oncology 554,463 471,810 425,022 Other 6,842 17,552 39,585 Product sales, net 2,346,660 2,135,601 1,869,473 Royalties and contract revenues 16,907 26,160 21,449 Total revenues $ 2,363,567 $ 2,161,761 $ 1,890,922 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 2,144,541 $ 1,964,161 $ 1,727,576 Europe 175,208 150,201 125,911 All other 43,818 47,399 37,435 Total revenues $ 2,363,567 $ 2,161,761 $ 1,890,922 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, 2020 2019 2018 ESSDS 74 % 76 % 74 % McKesson 12 % 14 % 17 % 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, 2020 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 $4.7 million in 2020 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, 2020 (in thousands): Contract Liabilities Balance as of December 31, 2019 $ 9,581 Amount recognized within royalties and contract revenues (4,720) Balance as of December 31, 2020 $ 4,861 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, a total of 29,538,645 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, 2021, the share reserve under the 2011 Plan automatically increased by 2,526,437 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 one 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, 2020, a total of 5,263,137 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, 2021, the share reserve under the ESPP automatically increased by 842,145 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 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 was distributed to each applicable non-employee director on November 2, 2020. We recorded no expense in 2020, 2019 and 2018 related to retainer fees earned and deferred. 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, 2020 2019 2018 Grant date fair value $ 34.68 $ 42.09 $ 47.17 Volatility 33 % 32 % 35 % Expected term (years) 4.6 4.5 4.5 Range of risk-free rates 0.2-1.6% 1.3-2.5% 2.2-3.0% 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, 2020 2019 2018 Selling, general and administrative $ 84,384 $ 78,697 $ 76,770 Research and development 29,242 25,229 19,037 Cost of product sales 7,372 6,637 6,634 Total share-based compensation expense, pre-tax 120,998 110,563 102,441 Income tax benefit from share-based compensation expense (12,838) (15,712) (17,230) Total share-based compensation expense, net of tax $ 108,160 $ 94,851 $ 85,211 We recognized income tax benefits related to share option exercises of $3.9 million, $5.1 million and $7.7 million in 2020, 2019 and 2018, respectively. Share Options The following table summarizes information as of December 31, 2020 and activity during 2020 related to our share option plans: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2020 5,834 $ 131.57 Options granted 823 118.59 Options exercised (780) 111.47 Options forfeited (281) 137.73 Options expired (317) 159.41 Outstanding at December 31, 2020 5,279 $ 130.51 6.3 $ 180,493 Vested and expected to vest at December 31, 2020 5,064 $ 130.57 6.2 $ 180,763 Exercisable at December 31, 2020 3,441 $ 130.32 5.2 $ 125,469 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 $26.4 million, $26.2 million and $43.4 million during 2020, 2019 and 2018, respectively. We issued new ordinary shares upon exercise of share options. As of December 31, 2020, total compensation cost not yet recognized related to unvested share options was $57.7 million, which is expected to be recognized over a weighted-average period of 2.3 years. As of December 31, 2020, total compensation cost not yet recognized related to grants under the ESPP was $6.3 million, which is expected to be recognized over a weighted-average period of 1.1 years. Restricted Stock Units In 2020, we granted RSUs covering an equal number of our ordinary shares to employees with a weighted-average grant date fair value of $117.23. 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 2020, 423,000 RSUs were released with 290,000 ordinary shares issued and 133,000 ordinary shares withheld for tax purposes. The total fair value of shares vested was $53.5 million, $52.0 million and $55.8 million during 2020, 2019 and 2018, respectively. As of December 31, 2020, total compensation cost not yet recognized related to unvested RSUs was $143.7 million, which is expected to be recognized over a weighted-average period of 2.7 years. The following table summarizes information as of December 31, 2020 and activity during 2020 related to our RSUs: Number of RSUs (in thousands) Weighted- Weighted- Aggregate Outstanding at January 1, 2020 1,181 $ 139.32 RSUs granted 1,335 117.23 RSUs released (423) 137.50 RSUs forfeited (215) 130.21 Outstanding at December 31, 2020 1,878 $ 125.07 1.5 $ 309,967 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We maintain a qualified 401(k) savings plan, in which 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 and for the years ended December 31, 2020, 2019 and 2018 we recorded expense of $6.3 million, $5.0 million and $4.2 million, respectively, related to this plan. We also operate a number of defined contribution retirement plans for certain non-U.S. based employees. Expenses related to contributions to such plans for the years ended December 31, 2020, 2019 and 2018 were $4.2 million, $3.2 million and $2.6 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Ireland $ (102,328) $ (6,451) $ 170,666 United States 372,910 317,728 294,621 Other 4,513 143,025 64,176 Total $ 275,095 $ 454,302 $ 529,463 The following table sets forth the details of the income tax provision (benefit) (in thousands): Year Ended December 31, 2020 2019 2018 Current Ireland $ 19,437 $ 51,696 $ 33,431 United States 110,896 109,495 95,143 Other 40,121 2,265 40,403 Total current tax expense 170,454 163,456 168,977 Deferred, exclusive of other components below Ireland (32,458) (163,626) (12,408) United States (29,117) (41,297) (41,337) Other (73,599) (37,244) (34,545) Total deferred, exclusive of other components (135,174) (242,167) (88,290) Deferred, change in tax rates United States (371) 203 (538) Other (1,392) 5,354 13 Total deferred, change in tax rates (1,763) 5,557 (525) Total deferred tax benefit (136,937) (236,610) (88,815) Total income tax provision (benefit) $ 33,517 $ (73,154) $ 80,162 Our income tax provision of $33.5 million and $80.2 million in 2020 and 2018, respectively, and our income tax benefit of $73.2 million in 2019 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 included 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 effective tax rates for 2020, 2019 and 2018 were 12.2%, (16.1)% and 15.1%, respectively. The effective tax rate for 2020 was lower than the Irish statutory rate of 12.5% primarily due to the impact of originating tax credits and deductions on subsidiary equity, partially offset by income taxable at a rate higher than the Irish statutory rate, the disallowance of certain interest deductions and a provision for a proposed settlement reached with the French tax authorities. 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 rate 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 increase in the effective tax rate in 2020 compared to 2019 was primarily due to the impact of the intra-entity intellectual property asset transfer. Excluding this effect, the increase in the effective tax rate for 2020 compared to 2019 was primarily due to the benefit recognized in 2019 from the application of the Italian patent box incentive regime 2015 through 2019 and the impact of the disallowance of certain interest deductions and a provision for a proposed settlement reached with the French tax authorities. 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 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, 2020 2019 2018 Statutory income tax rate 12.5 % 12.5 % 12.5 % Research and other tax credits (11.8) % (8.8) % (3.0) % Deduction on subsidiary equity (9.4) % (5.2) % (0.5) % Foreign income tax rate differential 6.0 % 8.7 % 11.9 % Change in unrecognized tax benefits 5.9 % 0.1 % 1.1 % Non-deductible compensation 3.1 % 1.8 % 1.2 % Financing costs 2.6 % (1.7) % (4.3) % Change in valuation allowance 2.2 % 3.3 % 3.2 % Tax deficiencies/(Excess tax benefits) from share-based compensation 1.9 % 0.1 % (0.4) % Change in estimates (1.3) % 0.3 % (1.1) % Change in tax rate (0.7) % 1.5 % (0.1) % Investment in subsidiaries 0.1 % — % (4.8) % Intra-entity transfer of intellectual property assets — % (24.7) % — % Patent box incentive benefit — % (7.0) % — % Non-deductible acquired IPR&D — % 2.5 % — % Non-deductible loss contingency — % — % 0.8 % Impact of U.S. Tax Act — % — % (1.4) % Other 1.1 % 0.5 % — % Effective income tax rate 12.2 % (16.1) % 15.1 % Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Operating loss carryforwards $ 89,216 $ 91,295 Tax credit carryforwards 258,296 225,681 Intangible assets 153,562 157,549 Share-based compensation 26,090 26,091 Accruals 62,561 49,063 Indirect effects of unrecognized tax benefits 48,743 39,432 Lease liabilities 31,787 33,847 Other 82,490 48,631 Total deferred tax assets 752,745 671,589 Valuation allowance (77,342) (66,307) Deferred tax assets, net of valuation allowance 675,403 605,282 Deferred tax liabilities: Intangible assets (448,310) (536,085) Operating lease assets (26,316) (28,442) Other (76,258) (43,447) Total deferred tax liabilities (550,884) (607,974) Net of deferred tax assets and liabilities $ 124,519 $ (2,692) The net change in valuation allowance was an increase of $11.0 million, $5.1 million and $9.1 million in 2020, 2019 and 2018, respectively. The following table summarizes the presentation of deferred tax assets and liabilities (in thousands): December 31, 2020 2019 Deferred tax assets $ 254,916 $ 221,403 Deferred tax liabilities (130,397) (224,095) Net deferred tax assets/(liabilities) $ 124,519 $ (2,692) As of December 31, 2020, we had NOL carryforwards and tax credit carryforwards for U.S. federal income tax purposes of approximately $144.7 million and $205.4 million, respectively, available to reduce future income subject to income taxes. These NOL carryforwards are inclusive of $122.3 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 2021 to 2036, and the U.S. federal tax credits will expire, if not utilized, in the tax years 2021 to 2040. In addition, we had approximately $58.9 million of NOL carryforwards and $7.1 million of tax credit carryforwards as of December 31, 2020 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 2021 to 2040. As of December 31, 2020, there were NOL and other carryforwards for income tax purposes of approximately $271.5 million, $49.2 million, $40.1 million and $37.7 million available to reduce future income subject to income taxes in Ireland, Luxembourg, the United Kingdom and Malta, respectively. The NOLs and other carryforwards generated in Ireland, Luxembourg, the United Kingdom and Malta have no expiration date. We also had foreign tax credit carryforwards in Ireland, as of December 31, 2020, of $45.6 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 $77.3 million and $66.3 million as of December 31, 2020 and 2019, 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 2020, as part of the overall change in valuation allowance, we recognized a net income tax provision of $6.2 million relating primarily to the creation of a valuation allowance against certain deferred tax assets primarily associated with temporary differences related to foreign subsidiaries. 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. 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 the deferred tax assets is dependent on future taxable income. Temporary differences related to foreign subsidiaries that are considered indefinitely reinvested totaled approximately $1.9 billion and $1.6 billion as of December 31, 2020 and 2019, 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, 2020, 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, 2020 2019 2018 Balance at the beginning of the year $ 124,319 $ 118,213 $ 106,162 Increases related to current year tax positions 27,908 27,552 22,649 Increases related to prior year tax positions 19,712 761 7,584 Decreases related to prior year tax positions (213) (91) — Lapse of the applicable statute of limitations (25,169) (22,116) (18,182) Balance at the end of the year $ 146,557 $ 124,319 $ 118,213 The unrecognized tax benefits were included in income taxes payable, other non-current liabilities, deferred tax liabilities, net, 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, 2020 and 2019, our accrued interest and penalties related to unrecognized tax benefits was $11.3 million and $7.4 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 $93.0 million and $78.8 million at December 31, 2020 and 2019, 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 2016. 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), carryforwards that were generated in 2016 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 the period from December 2015 through to December 2019, we received proposed tax assessment notices for each of the years under examination relating to certain transfer pricing adjustments. The notices propose additional French tax of approximately $45.9 million for 2012 and 2013 and approximately $13.1 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, 2020. Due to the subjective nature of the transfer pricing issues involved, during 2020, the Company reached an agreement in principle to settle the audits for all open years with the French tax authorities. The settlement would require the Company to pay incremental taxes, interest and penalties of $19.6 million, translated at the foreign exchange rate as of December 31, 2020. The income tax expense in 2020 includes the impact of the settlement, which is expected to be finalized and paid in 2021. Certain of our Italian subsidiaries are currently under examination by the Italian tax authorities for the year ended December 31, 2017. Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg tax authorities for the years ended December 31, 2017 and 2018. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events GW Transaction Agreement On February 3, 2021, we announced that we have entered into a definitive transaction agreement, or the GW Transaction Agreement, with GW Pharmaceuticals plc, or GW, under which a wholly-owned subsidiary of ours, Jazz Pharmaceuticals UK Holdings Limited, or Acquisition Sub, agreed to acquire GW. The GW Transaction Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement, Acquisition Sub will acquire the entire issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, or Scheme of Arrangement, which we refer to as the GW Acquisition. Under the GW Transaction Agreement, at the effective time of the Scheme of Arrangement, all GW ordinary shares issued and outstanding will be transferred to Acquisition Sub, and the holders of GW ordinary shares will have the right to receive, for each such share, (a) $16.66 2 ⁄ 3 in cash and (b) an amount of our ordinary shares determined based on the exchange ratio, which exchange ratio will be determined as follows: • If the volume-weighted weighted average sales price of our ordinary shares, as determined in accordance with the GW Transaction Agreement, or the Defined VWAP, is greater than $139.72 but less than $170.76, the exchange ratio will be an amount equal to the quotient obtained by dividing (x) $1.66 2 ⁄ 3 by (y) the Defined VWAP; • If the Defined VWAP is equal to or less than $139.72, the exchange ratio will be 0.011929; or • If the Defined VWAP is an amount equal to or greater than $170.76, the exchange ratio will be 0.009760. Because each American Depositary Share in GW, or GW ADSs, represents a beneficial interest in 12 GW ordinary shares, holders of GW ADSs will be entitled to receive 12 times the foregoing cash and share amounts, or (1) $200.00 in cash and (2) $20.00 in the form of our ordinary shares with the actual number of our ordinary shares being determined based on the exchange ratio set out above. The total consideration to be paid by us for the entire issued share capital of GW is approximately $7.2 billion. The respective obligations of GW and us to consummate the GW Acquisition are subject to the satisfaction or waiver of a number of customary conditions, including the approval by GW’s shareholders of the Scheme of Arrangement, obtaining certain regulatory approvals, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and obtaining sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales. The GW Acquisition is not subject to approval by our shareholders, nor is the GW Acquisition subject to a financing contingency. The GW Acquisition is expected to close in the second quarter of 2021, subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement. The GW Transaction Agreement contains customary representations and warranties given by GW and us , covenants regarding the conduct of GW ’s business prior to the consummation of the GW Acquisition, termination rights and other customary provisions. Financing Commitment On February 3, 2021, in connection with the execution of the GW Transaction Agreement, we entered into a commitment letter with BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. pursuant to which the commitment parties have committed to provide us with a senior secured revolving credit facility in an aggregate principal amount of up to $500.0 million, a senior secured term loan B facility in an aggregate principal amount of up to $3.15 billion and a senior secured bridge loan facility in an aggregate principal amount of up to $2.2 billion to, among other things, finance our obligations in respect of the GW Acquisition. The effectiveness of such credit facilities is subject to the occurrence of customary closing conditions, including the consummation of the GW Acquisition. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following interim financial information presents our 2020 and 2019 results of operations on a quarterly basis (in thousands, except per share amounts): 2020 March 31 June 30 September 30 December 31 Revenues $ 534,726 $ 562,436 $ 600,888 $ 665,517 Gross margin (1) 501,548 530,195 554,854 611,146 Net income (loss) (157,833) 114,801 148,234 133,414 Net income (loss) per ordinary share, basic (2.82) 2.07 2.67 2.39 Net income (loss) per ordinary share, diluted (2.82) 2.06 2.64 2.33 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 __________________________ (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: • Acquired IPR&D expense of $202.3 million and $36.0 million in the first and fourth quarters of 2020, respectively, and $56.0 million and $48.3 million in the first and third quarters of 2019, respectively; • Impairment charge of $136.1 million in the first quarter of 2020; • 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, 2020 | |
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 Additions Other Additions Deductions Balance at For the year ended December 31, 2020 Allowance for doubtful accounts (1) $ 50 $ 5 $ — $ (5) $ 50 Allowance for sales discounts (1) 113 1,432 — (1,401) 144 Allowance for chargebacks (1) 1,133 45,550 — (41,390) 5,293 Deferred tax asset valuation allowance (2)(3)(4) 66,307 6,576 4,961 (502) 77,342 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 __________________________ (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 from 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, 2020 | |
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. |
Adoption of New Accounting Standards and Recent Accounting Pronouncements | Adoption of New Accounting Standards In August 2018, the Financial Accounting Standards Board, or 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. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. 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 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. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. We adopted this standard on January 1, 2020 and adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASC 848 allows for different elections to be made at different points in time, and the timing of those elections will be documented as applicable. For the avoidance of doubt, we intend to reassess the elections of optional expedients and exceptions included within ASC 848 related to our hedging activities and will document the election of these items on a quarterly basis. ASC 848 is effective for us as of January 1, 2020 and will no longer be available to apply after December 31, 2022. In June 2020, we elected the expedient in ASC 848-50-25-2, which allows us to assume that our hedged interest payments will probably occur regardless of any expected modification in their terms related to reference rate reform. Adoption is not expected to have a material impact on our consolidated financial statements. 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. The new guidance is not expected to have a material impact on our results of operations and financial position. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the timing, method of adoption and overall impact of this standard on our consolidated financial statements. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of actions taken globally to contain and treat the disease. Our financial results are significantly influenced by sales of Xyrem. Our future plans assume that our newly launched oxybate product Xywav, with 92% lower sodium compared to Xyrem, depending on the dose, absence of a sodium warning and dosing titration option, will become the treatment of choice for patients who can benefit from oxybate treatment, current Xyrem patients, and patients who previously were not prescribed Xyrem, including those patients for whom sodium content is a concern. While we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payors, physicians and patients. In addition to risks related specifically to Xyrem and Xywav, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Sunosi, Defitelio, Erwinaze, Vyxeos and Zepzelca, and other 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; effectively commercializing our recently approved products such as Sunosi, Zepzelca and Xywav; 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. In addition, to the extent the COVID-19 pandemic continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. |
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, 2020 and 2019, we had foreign exchange forward contracts with notional amounts totaling $357.4 million and $180.9 million, respectively. As of December 31, 2020 and 2019, the outstanding foreign exchange forward contracts had a net asset fair value of $11.1 million and $2.3 million, respectively. As of December 31, 2020 and 2019, 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 $2.8 million and $1.5 million as of December 31, 2020 and 2019, 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, 2020, allowances on receivables were not material. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 68% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 12% of gross accounts receivable. As of December 31, 2019, two customers accounted for 89% of gross accounts receivable, ESSDS, which accounted for 77% of gross accounts receivable, and McKesson, which accounted for 12% 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. |
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 an operating lease 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. In performing the annual impairment test, the fair value of the reporting unit is compared to its corresponding carrying value, including goodwill. If the carrying value exceeds the fair value of the reporting unit an impairment loss will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. 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 eighteen |
Revenue Recognition and Cost of Product Sales | 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 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 FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial. |
Advertising Expenses | Advertising ExpensesWe expense the costs of advertising, including promotional expenses, as incurred. |
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 CostsDeferred 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 | ContingenciesFrom 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant 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, 2020 2019 Leasehold improvements $ 54,113 $ 52,294 Land and buildings 47,555 47,053 Manufacturing equipment and machinery 33,465 28,860 Computer software 22,781 25,680 Computer equipment 18,749 16,577 Furniture and fixtures 11,598 11,152 Construction-in-progress 7,262 5,147 Subtotal 195,523 186,763 Less accumulated depreciation and amortization (67,588) (55,257) Property, plant and equipment, net $ 127,935 $ 131,506 |
Asset Acquisition, Collaborat_2
Asset Acquisition, Collaborations and Disposition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 | |
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, 2020 Amortized Gross Gross Estimated Cash and Investments Cash $ 517,117 $ — $ — $ 517,117 $ 517,117 $ — Time deposits 1,360,000 — — 1,360,000 285,000 1,075,000 Money market funds 255,652 — — 255,652 255,652 — Totals $ 2,132,769 $ — $ — $ 2,132,769 $ 1,057,769 $ 1,075,000 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 |
Fair Value Measurement - (Table
Fair Value Measurement - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 December 31, 2019 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 1,360,000 $ 1,360,000 $ — $ 460,000 $ 460,000 Money market funds 255,652 — 255,652 284,172 — 284,172 Foreign exchange forward contracts — 11,907 11,907 — 2,508 2,508 Totals $ 255,652 $ 1,371,907 $ 1,627,559 $ 284,172 $ 462,508 $ 746,680 Liabilities: Interest rate contracts $ — $ 2,835 $ 2,835 $ — $ 1,515 $ 1,515 Foreign exchange forward contracts — 790 790 — 182 182 Totals $ — $ 3,625 $ 3,625 $ — $ 1,697 $ 1,697 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 2018 Gain (loss) recognized in accumulated other comprehensive loss, net of tax $ (4,543) $ (3,903) $ 2,274 Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax $ 3,401 $ (979) $ (252) |
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: 2020 2019 2018 Gain (loss) recognized in foreign exchange loss $ 19,843 $ (6,192) $ (14,648) |
Schedule of the Fair Value of Outstanding Derivatives | The following tables summarize the fair value of outstanding derivatives (in thousands): December 31, 2020 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 $ 2,835 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 11,907 Accrued liabilities 790 Total fair value of derivative instruments $ 11,907 $ 3,625 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 |
Schedule of Offsetting Assets | The following tables summarize 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, 2020 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 $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities $ (3,625) $ — $ (3,625) $ 2,207 $ — $ (1,418) 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) |
Schedule of Offsetting Liabilities | The following tables summarize 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, 2020 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 $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities $ (3,625) $ — $ (3,625) $ 2,207 $ — $ (1,418) 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) |
Inventories - (Tables)
Inventories - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consisted of the following (in thousands): December 31, 2020 2019 Raw materials $ 16,003 $ 13,595 Work in process 45,758 36,658 Finished goods 33,635 28,355 Total inventories $ 95,396 $ 78,608 |
Property, Plant and Equipment -
Property, Plant and Equipment - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant 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, 2020 2019 Leasehold improvements $ 54,113 $ 52,294 Land and buildings 47,555 47,053 Manufacturing equipment and machinery 33,465 28,860 Computer software 22,781 25,680 Computer equipment 18,749 16,577 Furniture and fixtures 11,598 11,152 Construction-in-progress 7,262 5,147 Subtotal 195,523 186,763 Less accumulated depreciation and amortization (67,588) (55,257) Property, plant and equipment, net $ 127,935 $ 131,506 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 $ 920,018 Foreign exchange 38,285 Balance at December 31, 2020 $ 958,303 |
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, 2020 December 31, 2019 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 12.6 $ 3,379,162 $ (1,184,111) $ 2,195,051 $ 3,166,485 $ (864,834) $ 2,301,651 Manufacturing contracts — 13,135 (13,135) — 12,025 (12,025) — Trademarks — 2,917 (2,917) — 2,890 (2,890) — Priority review voucher — — — — 111,101 (111,101) — Total finite-lived intangible assets 3,395,214 (1,200,163) 2,195,051 3,292,501 (990,850) 2,301,651 Acquired IPR&D assets — — — 139,326 — 139,326 Total intangible assets $ 3,395,214 $ (1,200,163) $ 2,195,051 $ 3,431,827 $ (990,850) $ 2,440,977 |
Schedule of Estimated Future Amortization Costs | Based on finite-lived intangible assets recorded as of December 31, 2020, 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 2021 $ 223,608 2022 174,468 2023 174,468 2024 174,468 2025 174,468 Thereafter 1,273,571 Total $ 2,195,051 |
Accrued Liabilities - (Tables)
Accrued Liabilities - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2020 2019 Rebates and other sales deductions $ 127,534 $ 96,860 Employee compensation and benefits 102,601 80,531 Sales returns reserve 18,368 3,462 Royalties 15,230 6,931 Current portion of operating lease liabilities 14,457 12,728 Inventory-related accruals 9,809 7,816 Clinical trial accruals 9,108 3,141 Selling and marketing accruals 6,742 10,946 Consulting and professional services 6,660 7,665 Accrued interest 5,722 7,540 Derivative instrument liabilities 3,625 1,037 Accrued construction-in-progress 1,119 3,015 Accrued collaboration expenses 444 2,494 Other 31,313 25,520 Total accrued liabilities $ 352,732 $ 269,686 |
Debt - (Tables)
Debt - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table summarizes the carrying amount of our indebtedness (in thousands): December 31, 2020 2019 2021 Notes $ 218,812 $ 575,000 Unamortized discount and debt issuance costs on 2021 Notes (5,883) (38,865) 2021 Notes, net 212,929 536,135 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (95,275) (117,859) 2024 Notes, net 479,725 457,141 2026 Notes 1,000,000 — Unamortized discount and debt issuance costs on 2026 Notes (179,518) — 2026 Notes, net 820,482 — Term loan 581,702 613,981 Total debt 2,094,838 1,607,257 Less current portion 246,322 33,387 Total long-term debt $ 1,848,516 $ 1,573,870 |
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 2021 $ 252,199 2022 33,387 2023 517,494 2024 575,000 Thereafter 1,000,000 Total $ 2,378,080 |
Leases - (Tables)
Leases - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Cash Flow Information | The components of the lease expense for the years ended December 31, 2020 and 2019 were as follows (in thousands): Year Ended December 31, Lease Cost 2020 2019 Operating lease cost $ 21,755 $ 23,087 Short-term lease cost 4,079 2,465 Variable lease cost 3 5 Sublease income (224) (634) Net lease cost $ 25,613 $ 24,923 December 31, Lease Term and Discount Rate 2020 2019 Weighted-average remaining lease term - operating leases (years) 8.7 9.7 Weighted-average discount rate - operating leases 5.3 % 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 21,678 $ 17,066 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities (1) $ 1,763 $ 153,448 _____________________________ |
Schedule of Lease Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases was as follows (in thousands): December 31, Leases Classification 2020 2019 Assets Operating lease assets Operating lease assets $ 129,169 $ 139,385 Liabilities Current Operating lease liabilities Accrued liabilities 14,457 12,728 Non-current Operating lease liabilities Operating lease liabilities, less current portion 140,035 151,226 Total operating lease liabilities $ 154,492 $ 163,954 |
Schedule of Operating Lease Liability Maturities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending December 31, Operating leases 2021 $ 22,393 2022 22,353 2023 22,419 2024 24,277 2025 18,404 Thereafter 86,495 Total lease payments $ 196,341 Less imputed interest (41,849) Present value of lease liabilities $ 154,492 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2011 Equity Incentive Plan 21,070 19,552 2007 Employee Stock Purchase Plan 2,600 1,883 Amended and Restated 2007 Non-Employee Directors Stock Award Plan 889 438 Amended and Restated Directors Deferred Compensation Plan — 178 2007 Equity Incentive Plan 5 13 Total 24,564 22,064 |
Comprehensive Income (Loss) - (
Comprehensive Income (Loss) - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss as of December 31, 2020 and 2019 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2019 $ (1,325) $ (222,068) $ (223,393) Other comprehensive income (loss) before reclassifications (4,543) 90,183 85,640 Amounts reclassified from accumulated other comprehensive loss 3,401 — 3,401 Other comprehensive income (loss), net (1,142) 90,183 89,041 Balance at December 31, 2020 $ (2,467) $ (131,885) $ (134,352) |
Net Income per Ordinary Share -
Net Income per Ordinary Share - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income per Ordinary Share Computation | Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income $ 238,616 $ 523,367 $ 447,098 Denominator: Weighted-average ordinary shares used in per share calculations - basic 55,712 56,749 59,976 Dilutive effect of employee equity incentive and purchase plans 805 801 1,245 Weighted-average ordinary shares used in per share calculations - diluted 56,517 57,550 61,221 Net income per ordinary share : Basic $ 4.28 $ 9.22 $ 7.45 Diluted $ 4.22 $ 9.09 $ 7.30 |
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 per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands): Year Ended December 31, 2020 2019 2018 Exchangeable Senior Notes 8,077 5,504 5,504 Options, RSUs and ESPP 4,780 5,000 3,113 |
Segment and Other Information -
Segment and Other Information - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Total Long-lived Assets by Location | The following table presents total long-lived assets by location (in thousands): December 31, 2020 2019 Ireland $ 71,906 $ 77,237 United States 157,282 171,079 Italy 16,008 12,959 Other 11,908 9,616 Total long-lived assets (1) $ 257,104 $ 270,891 _________________________ (1) Long-lived assets consist of property, plant and equipment and operating lease assets. |
Revenues - (Tables)
Revenues - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Xyrem $ 1,741,758 $ 1,642,525 $ 1,404,866 Xywav 15,264 — — Total Oxybate 1,757,022 1,642,525 1,404,866 Sunosi 28,333 3,714 — Total Neuroscience 1,785,355 1,646,239 1,404,866 Defitelio/defibrotide 195,842 172,938 149,448 Erwinaze/Erwinase 147,136 177,465 174,739 Vyxeos 121,105 121,407 100,835 Zepzelca 90,380 — — Total Oncology 554,463 471,810 425,022 Other 6,842 17,552 39,585 Product sales, net 2,346,660 2,135,601 1,869,473 Royalties and contract revenues 16,907 26,160 21,449 Total revenues $ 2,363,567 $ 2,161,761 $ 1,890,922 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 2,144,541 $ 1,964,161 $ 1,727,576 Europe 175,208 150,201 125,911 All other 43,818 47,399 37,435 Total revenues $ 2,363,567 $ 2,161,761 $ 1,890,922 |
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, 2020 2019 2018 ESSDS 74 % 76 % 74 % McKesson 12 % 14 % 17 % |
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, 2020 (in thousands): Contract Liabilities Balance as of December 31, 2019 $ 9,581 Amount recognized within royalties and contract revenues (4,720) Balance as of December 31, 2020 $ 4,861 |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Grant date fair value $ 34.68 $ 42.09 $ 47.17 Volatility 33 % 32 % 35 % Expected term (years) 4.6 4.5 4.5 Range of risk-free rates 0.2-1.6% 1.3-2.5% 2.2-3.0% 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, 2020 2019 2018 Selling, general and administrative $ 84,384 $ 78,697 $ 76,770 Research and development 29,242 25,229 19,037 Cost of product sales 7,372 6,637 6,634 Total share-based compensation expense, pre-tax 120,998 110,563 102,441 Income tax benefit from share-based compensation expense (12,838) (15,712) (17,230) Total share-based compensation expense, net of tax $ 108,160 $ 94,851 $ 85,211 |
Schedule of Information and Activity Related to Share Option Plans Activity | The following table summarizes information as of December 31, 2020 and activity during 2020 related to our share option plans: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2020 5,834 $ 131.57 Options granted 823 118.59 Options exercised (780) 111.47 Options forfeited (281) 137.73 Options expired (317) 159.41 Outstanding at December 31, 2020 5,279 $ 130.51 6.3 $ 180,493 Vested and expected to vest at December 31, 2020 5,064 $ 130.57 6.2 $ 180,763 Exercisable at December 31, 2020 3,441 $ 130.32 5.2 $ 125,469 |
Schedule of Information and Activity Related to RSUs Activity | The following table summarizes information as of December 31, 2020 and activity during 2020 related to our RSUs: Number of RSUs (in thousands) Weighted- Weighted- Aggregate Outstanding at January 1, 2020 1,181 $ 139.32 RSUs granted 1,335 117.23 RSUs released (423) 137.50 RSUs forfeited (215) 130.21 Outstanding at December 31, 2020 1,878 $ 125.07 1.5 $ 309,967 |
Income Taxes - (Tables)
Income Taxes - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Ireland $ (102,328) $ (6,451) $ 170,666 United States 372,910 317,728 294,621 Other 4,513 143,025 64,176 Total $ 275,095 $ 454,302 $ 529,463 |
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, 2020 2019 2018 Current Ireland $ 19,437 $ 51,696 $ 33,431 United States 110,896 109,495 95,143 Other 40,121 2,265 40,403 Total current tax expense 170,454 163,456 168,977 Deferred, exclusive of other components below Ireland (32,458) (163,626) (12,408) United States (29,117) (41,297) (41,337) Other (73,599) (37,244) (34,545) Total deferred, exclusive of other components (135,174) (242,167) (88,290) Deferred, change in tax rates United States (371) 203 (538) Other (1,392) 5,354 13 Total deferred, change in tax rates (1,763) 5,557 (525) Total deferred tax benefit (136,937) (236,610) (88,815) Total income tax provision (benefit) $ 33,517 $ (73,154) $ 80,162 |
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, 2020 2019 2018 Statutory income tax rate 12.5 % 12.5 % 12.5 % Research and other tax credits (11.8) % (8.8) % (3.0) % Deduction on subsidiary equity (9.4) % (5.2) % (0.5) % Foreign income tax rate differential 6.0 % 8.7 % 11.9 % Change in unrecognized tax benefits 5.9 % 0.1 % 1.1 % Non-deductible compensation 3.1 % 1.8 % 1.2 % Financing costs 2.6 % (1.7) % (4.3) % Change in valuation allowance 2.2 % 3.3 % 3.2 % Tax deficiencies/(Excess tax benefits) from share-based compensation 1.9 % 0.1 % (0.4) % Change in estimates (1.3) % 0.3 % (1.1) % Change in tax rate (0.7) % 1.5 % (0.1) % Investment in subsidiaries 0.1 % — % (4.8) % Intra-entity transfer of intellectual property assets — % (24.7) % — % Patent box incentive benefit — % (7.0) % — % Non-deductible acquired IPR&D — % 2.5 % — % Non-deductible loss contingency — % — % 0.8 % Impact of U.S. Tax Act — % — % (1.4) % Other 1.1 % 0.5 % — % Effective income tax rate 12.2 % (16.1) % 15.1 % |
Schedule of Net Deferred Tax Assets/(Liabilities) | Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Operating loss carryforwards $ 89,216 $ 91,295 Tax credit carryforwards 258,296 225,681 Intangible assets 153,562 157,549 Share-based compensation 26,090 26,091 Accruals 62,561 49,063 Indirect effects of unrecognized tax benefits 48,743 39,432 Lease liabilities 31,787 33,847 Other 82,490 48,631 Total deferred tax assets 752,745 671,589 Valuation allowance (77,342) (66,307) Deferred tax assets, net of valuation allowance 675,403 605,282 Deferred tax liabilities: Intangible assets (448,310) (536,085) Operating lease assets (26,316) (28,442) Other (76,258) (43,447) Total deferred tax liabilities (550,884) (607,974) Net of deferred tax assets and liabilities $ 124,519 $ (2,692) The following table summarizes the presentation of deferred tax assets and liabilities (in thousands): December 31, 2020 2019 Deferred tax assets $ 254,916 $ 221,403 Deferred tax liabilities (130,397) (224,095) Net deferred tax assets/(liabilities) $ 124,519 $ (2,692) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of our gross unrecognized tax benefits follows (in thousands): December 31, 2020 2019 2018 Balance at the beginning of the year $ 124,319 $ 118,213 $ 106,162 Increases related to current year tax positions 27,908 27,552 22,649 Increases related to prior year tax positions 19,712 761 7,584 Decreases related to prior year tax positions (213) (91) — Lapse of the applicable statute of limitations (25,169) (22,116) (18,182) Balance at the end of the year $ 146,557 $ 124,319 $ 118,213 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) - (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Interim Financial Results of Operations on a Quarterly Basis | The following interim financial information presents our 2020 and 2019 results of operations on a quarterly basis (in thousands, except per share amounts): 2020 March 31 June 30 September 30 December 31 Revenues $ 534,726 $ 562,436 $ 600,888 $ 665,517 Gross margin (1) 501,548 530,195 554,854 611,146 Net income (loss) (157,833) 114,801 148,234 133,414 Net income (loss) per ordinary share, basic (2.82) 2.07 2.67 2.39 Net income (loss) per ordinary share, diluted (2.82) 2.06 2.64 2.33 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 __________________________ (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: • Acquired IPR&D expense of $202.3 million and $36.0 million in the first and fourth quarters of 2020, respectively, and $56.0 million and $48.3 million in the first and third quarters of 2019, respectively; • Impairment charge of $136.1 million in the first quarter of 2020; • 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 $111.1 million in the fourth quarter of 2019 in respect of the PRV. . |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible asset amortization | $ 259,580 | $ 354,814 | $ 201,498 |
Advertising expenses | 99,600 | 65,400 | 37,400 |
Acquired Developed Technologies | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible asset amortization | $ 259,600 | $ 243,700 | $ 201,300 |
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 | 80.00% | 89.00% | |
Customer concentration risk | Accounts Receivable | ESSDS | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 68.00% | 77.00% | |
Customer concentration risk | Accounts Receivable | McKesson | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 12.00% | 12.00% | |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Notional amount | $ 357,400 | $ 180,900 | |
Net asset (liability) fair value | 11,100 | 2,300 | |
Interest rate contracts | Derivatives designated as hedging instruments | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Notional amount | 300,000 | 300,000 | |
Net asset (liability) fair value | $ (2,800) | $ (1,500) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 Acquisitions and License Agreements Narrative (Details) - USD ($) | Dec. 19, 2019 | Aug. 12, 2019 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Acquired in-process research and development | $ 251,250,000 | $ 109,975,000 | $ 0 | ||||
Gross Carrying Amount | 3,395,214,000 | $ 3,292,501,000 | |||||
FDA Approval Of Zepzelca | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Gross Carrying Amount | $ 100,000,000 | ||||||
Cavion Inc | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront payment for asset acquisition | $ 52,500,000 | ||||||
Asset acquisition potential payment upon meeting certain milestones | 260,000,000 | ||||||
Total payment for asset acquisition, including potential payments | $ 312,500,000 | ||||||
SpringWorks | Upfront Payment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Acquired in-process research and development | $ 35,000,000 | ||||||
SpringWorks | Clinical, Regulatory And Commercial Milestones | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Milestone payment not yet incurred | $ 375,000,000 | ||||||
Pharma Mar, S.A. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Tiered royalty fees percentage, maximum | 30.00% | ||||||
Pharma Mar, S.A. | Upfront Payment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Acquired in-process research and development | $ 200,000,000 | ||||||
Pharma Mar, S.A. | Milestone Payment | FDA Approval Of Zepzelca | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Gross Carrying Amount | $ 100,000,000 | ||||||
Pharma Mar, S.A. | Accelerated And/Or Full Regulatory Approval Milestone Payments | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Milestone payment not yet incurred | $ 150,000,000 | ||||||
Pharma Mar, S.A. | Commercial Milestone Payments | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Milestone payment not yet incurred | $ 550,000,000 |
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 | |
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 |
Asset Acquisition, Collaborat_5
Asset Acquisition, Collaborations and Disposition - Collaboration and License Agreement Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019USD ($)targetproduct | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment paid | $ 251,250 | $ 109,975 | $ 0 | |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable upfront payment | $ 251,250 | $ 61,700 | $ 0 | |
ImmunoGen, Inc. | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Non-refundable upfront payment | $ 75,000 |
Asset Acquisition, Collaborat_7
Asset Acquisition, Collaborations and Disposition - Disposition Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from sale of assets | $ 14,259 | $ 14,209 | $ 47,898 | ||||
Impairment charges | $ 136,100 | $ 136,139 | 0 | 42,896 | |||
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 | $ 15,000 | |||||
Impairment charges | 42,900 | ||||||
Loss on disposal of assets | $ 500 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | $ 2,132,769 | $ 1,077,344 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 2,132,769 | 1,077,344 | |
Cash and Cash Equivalents | 1,057,769 | 637,344 | |
Investments | 1,075,000 | 440,000 | |
Interest income | 11,100 | 20,500 | $ 16,900 |
Cash | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 517,117 | 333,172 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 517,117 | 333,172 | |
Cash and Cash Equivalents | 517,117 | 333,172 | |
Investments | 0 | 0 | |
Time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 1,360,000 | 460,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 1,360,000 | 460,000 | |
Cash and Cash Equivalents | 285,000 | 20,000 | |
Investments | 1,075,000 | 440,000 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 255,652 | 284,172 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 255,652 | 284,172 | |
Cash and Cash Equivalents | 255,652 | 284,172 | |
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, 2020 | Dec. 31, 2019 |
Available-for-sale securities: | ||
Available-for-sale securities | $ 2,132,769 | $ 1,077,344 |
Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,360,000 | 460,000 |
Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 255,652 | 284,172 |
Recurring | ||
Available-for-sale securities: | ||
Totals | 1,627,559 | 746,680 |
Liabilities: | ||
Totals | 3,625 | 1,697 |
Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,360,000 | 460,000 |
Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 255,652 | 284,172 |
Recurring | Interest rate contracts | ||
Liabilities: | ||
Derivative Liability | 2,835 | 1,515 |
Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 11,907 | 2,508 |
Liabilities: | ||
Derivative Liability | 790 | 182 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | ||
Available-for-sale securities: | ||
Totals | 255,652 | 284,172 |
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 | 255,652 | 284,172 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring | Interest rate contracts | ||
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 | 1,371,907 | 462,508 |
Liabilities: | ||
Totals | 3,625 | 1,697 |
Significant Other Observable Inputs (Level 2) | Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,360,000 | 460,000 |
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 | ||
Liabilities: | ||
Derivative Liability | 2,835 | 1,515 |
Significant Other Observable Inputs (Level 2) | Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 11,907 | 2,508 |
Liabilities: | ||
Derivative Liability | $ 790 | $ 182 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | 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% | ||||
Convertible Debt | 2026 Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate (as a percent) | 2.00% | ||||
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 | 224 | ||||
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 | 615 | ||||
Significant Other Observable Inputs (Level 2) | Convertible Debt | 2026 Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value of exchangeable senior notes | $ 1,300 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest rate contracts | ||
Derivative [Line Items] | ||
Loss recognized in AOCI to be reclassified over the next 12 months | $ 2.5 | |
Derivatives designated as hedging instruments | Interest rate contracts | ||
Derivative [Line Items] | ||
Notional amount | $ 300 | $ 300 |
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 | $ 357.4 | $ 180.9 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in accumulated other comprehensive loss, net of tax | $ (4,543) | $ (3,903) | $ 2,274 |
Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax | $ 3,401 | $ (979) | $ (252) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Gain (loss) recognized in foreign exchange loss | $ 19,843 | $ (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, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 11,907 | $ 2,508 |
Liability Derivatives | 3,625 | 1,697 |
Derivatives designated as hedging instruments | Interest rate contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedging instruments | Interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2,835 | 855 |
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 | 11,907 | 2,508 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 790 | $ 182 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative assets | ||
Gross Amounts of Recognized Assets/ Liabilities | $ 11,907 | $ 2,508 |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | 11,907 | 2,508 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | (2,207) | (596) |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | 9,700 | 1,912 |
Derivative liabilities | ||
Gross Amounts of Recognized Assets/ Liabilities | (3,625) | (1,697) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | (3,625) | (1,697) |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | 2,207 | 596 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ (1,418) | $ (1,101) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Inventories | ||
Raw materials | $ 16,003 | $ 13,595 |
Work in process | 45,758 | 36,658 |
Finished goods | 33,635 | 28,355 |
Total inventories | $ 95,396 | $ 78,608 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 195,523 | $ 186,763 | |
Less accumulated depreciation and amortization | (67,588) | (55,257) | |
Property and equipment, net | 127,935 | 131,506 | |
Depreciation and amortization expense | 18,700 | 15,300 | $ 15,200 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 54,113 | 52,294 | |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,555 | 47,053 | |
Manufacturing equipment and machinery | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33,465 | 28,860 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 22,781 | 25,680 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,749 | 16,577 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 11,598 | 11,152 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,262 | $ 5,147 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | $ 920,018 |
Foreign exchange | 38,285 |
Balance at December 31, 2020 | $ 958,303 |
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, 2020 | Dec. 31, 2019 | |
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,395,214 | $ 3,292,501 |
Accumulated Amortization | (1,200,163) | (990,850) |
Total | 2,195,051 | 2,301,651 |
Intangible assets, gross | 3,395,214 | 3,431,827 |
Intangible assets, net | 2,195,051 | 2,440,977 |
Acquired IPR&D assets | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Acquired IPR&D assets | $ 0 | 139,326 |
Acquired developed technologies | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 12 years 7 months 6 days | |
Gross Carrying Amount | $ 3,379,162 | 3,166,485 |
Accumulated Amortization | (1,184,111) | (864,834) |
Total | $ 2,195,051 | 2,301,651 |
Manufacturing contracts | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 13,135 | 12,025 |
Accumulated Amortization | (13,135) | (12,025) |
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 | $ 2,917 | 2,890 |
Accumulated Amortization | (2,917) | (2,890) |
Total | $ 0 | 0 |
Priority review voucher | ||
Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 0 | 111,101 |
Accumulated Amortization | 0 | (111,101) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 3,395,214 | $ 3,292,501 | ||
Acquired IPR&D assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of acquired IPR&D | $ 136,100 | |||
FDA Approval Of Zepzelca | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 100,000 | |||
EU Marketing Authorization Of Sunosi | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 13,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 223,608 | |
2022 | 174,468 | |
2023 | 174,468 | |
2024 | 174,468 | |
2025 | 174,468 | |
Thereafter | 1,273,571 | |
Total | $ 2,195,051 | $ 2,301,651 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Rebates and other sales deductions | $ 127,534 | $ 96,860 |
Employee compensation and benefits | 102,601 | 80,531 |
Sales returns reserve | 18,368 | 3,462 |
Royalties | 15,230 | 6,931 |
Current portion of operating lease liabilities | 14,457 | 12,728 |
Inventory-related accruals | 9,809 | 7,816 |
Clinical trial accruals | 9,108 | 3,141 |
Selling and marketing accruals | 6,742 | 10,946 |
Consulting and professional services | 6,660 | 7,665 |
Accrued interest | 5,722 | 7,540 |
Derivative instrument liabilities | 3,625 | 1,037 |
Accrued construction-in-progress | 1,119 | 3,015 |
Accrued collaboration expenses | 444 | 2,494 |
Other | 31,313 | 25,520 |
Total accrued liabilities | $ 352,732 | $ 269,686 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal amount | $ 2,378,080 | |
Total debt | 2,094,838 | $ 1,607,257 |
Less current portion | 246,322 | 33,387 |
Total long-term debt | 1,848,516 | 1,573,870 |
Convertible Debt | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 218,812 | 575,000 |
Unamortized discount and debt issuance costs | (5,883) | (38,865) |
Total debt | 212,929 | 536,135 |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 575,000 | 575,000 |
Unamortized discount and debt issuance costs | (95,275) | (117,859) |
Total debt | 479,725 | 457,141 |
Convertible Debt | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,000,000 | 0 |
Unamortized discount and debt issuance costs | (179,518) | 0 |
Total debt | 820,482 | 0 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 581,702 | $ 613,981 |
Debt - Credit Agreement Narrati
Debt - Credit Agreement Narrative (Details) - USD ($) | Jun. 07, 2018 | Jul. 12, 2016 | Jun. 18, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Proceeds from revolving credit facility | $ 500,000,000 | $ 0 | $ 0 | |||
Long-term debt outstanding | 2,378,080,000 | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 1,600,000,000 | $ 1,250,000,000 | $ 750,000,000 | |||
Proceeds from revolving credit facility | 1,000,000,000 | 160,000,000 | ||||
Undrawn revolving credit facilities | 1,600,000,000 | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage (as a percent) | 0.25% | |||||
Borrowings under revolving credit facility | Credit Agreement June 2015 | 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 | $ 584,300,000 | ||||
Interest rate during the period | 1.52% | |||||
Effective interest rate (as a percent) | 3.66% | |||||
Percentage of principal repayment | 5.00% | |||||
Term Loan | Credit Agreement June 2015 | 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 | 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 | Prime Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.375% | |||||
Term Loan | Credit Agreement June 2015 | Prime Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Term Loan | Credit Agreement 2012 | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | $ 893,100,000 |
Debt - Exchangeable Senior Note
Debt - Exchangeable Senior Notes Due 2026 Narrative (Details) - Convertible Debt | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2014USD ($)d$ / shares | Jun. 30, 2020USD ($)d$ / shares | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 15, 2015 | |
2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 1,000,000,000 | |||||
Interest rate (as a percent) | 2.00% | |||||
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) | 0.0064182 | |||||
Debt conversion price (in dollars per share) | $ / shares | $ 155.81 | |||||
Effective interest rate (as a percent) | 5.98% | |||||
Debt term | 6 years | |||||
If-converted value in excess of principal | $ 59,300,000 | |||||
Debt issuance cost | 18,600,000 | |||||
Carrying value of the equity component | 176,300,000 | |||||
2021 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt repurchased amount | $ 332,900,000 | $ 23,300,000 | ||||
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 | $ 114,400,000 | $ 126,900,000 |
Debt - Exchangeable Senior No_2
Debt - Exchangeable Senior Notes Due 2024 Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)d$ / shares | Feb. 15, 2018 | |
Debt Instrument [Line Items] | |||||
Repayments under revolving credit facility | $ 500,000,000 | $ 0 | $ 0 | ||
Borrowings under revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Repayments under revolving credit facility | $ 500,000,000 | ||||
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 |
Debt - Exchangeable Senior No_3
Debt - Exchangeable Senior Notes Due 2021 Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2014USD ($)d$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Feb. 15, 2015 | |
Debt Instrument [Line Items] | |||||||
Reduction in carrying value of the equity component due to partial repurchase | $ 12,513 | ||||||
Long-term debt outstanding | 2,378,080 | ||||||
Interest expense, net | $ 76,100 | $ 59,100 | $ 56,700 | ||||
Jazz Investments I Limited | |||||||
Debt Instrument [Line Items] | |||||||
Ownership percentage (as a percent) | 100.00% | ||||||
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 | ||||||
Debt repurchased amount | $ 23,300 | $ 332,900 | |||||
Loss on extinguishment and modification of debt | $ 5,100 | ||||||
Reduction in carrying value of the equity component due to partial repurchase | 12,500 | ||||||
Long-term debt outstanding | 218,812 | 575,000 | |||||
Carrying value of the equity component | $ 114,400 | $ 126,900 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 252,199 |
2022 | 33,387 |
2023 | 517,494 |
2024 | 575,000 |
Thereafter | 1,000,000 |
Long-term debt outstanding | $ 2,378,080 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 21,755 | $ 23,087 |
Short-term lease cost | 4,079 | 2,465 |
Variable lease cost | 3 | 5 |
Sublease income | (224) | (634) |
Net lease cost | $ 25,613 | $ 24,923 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease assets | $ 129,169 | $ 139,385 |
Liabilities | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Current portion of operating lease liabilities | $ 14,457 | $ 12,728 |
Operating lease liabilities, less current portion | 140,035 | 151,226 |
Total operating lease liabilities | $ 154,492 | $ 163,954 |
Leases - Weighted Average Terms
Leases - Weighted Average Terms and Discount Rates (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases (years) | 8 years 8 months 12 days | 9 years 8 months 12 days |
Weighted-average discount rate - operating leases | 5.30% | 5.30% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 21,678 | $ 17,066 |
Non-cash operating activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 1,763 | $ 153,448 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 22,393 | |
2022 | 22,353 | |
2023 | 22,419 | |
2024 | 24,277 | |
2025 | 18,404 | |
Thereafter | 86,495 | |
Total lease payments | 196,341 | |
Less imputed interest | (41,849) | |
Present value of lease liabilities | $ 154,492 | $ 163,954 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Other Commitments (Details) $ in Millions | Jun. 23, 2020litigation_case | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||
Noncancelable purchase commitments due within one year | $ | $ 112 | |
Teamsters And GEHA Lawsuits | ||
Loss Contingencies [Line Items] | ||
New claims filed | litigation_case | 2 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, shares in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Stockholders' Equity Note [Line Items] | ||
Cash dividends declared or paid | $ 0 | $ 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 | $ 1,500,000,000 | |
Stock repurchased | $ 146,500,000 | $ 301,500,000 |
Stock repurchased (in shares) | shares | 1.2 | 2.3 |
Stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 121.98 | $ 133.97 |
Remaining amount authorized for repurchase of shares | $ 431,200,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Authorized But Unissued Ordinary Shares (Details) - shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 24,564 | 22,064 |
2011 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 21,070 | 19,552 |
2007 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 2,600 | 1,883 |
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) | 889 | 438 |
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) | 0 | 178 |
2007 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized but unissued ordinary shares reserved (in shares) | 5 | 13 |
Comprehensive Income (Loss) - C
Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | $ 3,110,981 | $ 2,757,422 | $ 2,713,097 |
Other comprehensive income (loss) before reclassifications | 85,640 | ||
Amounts reclassified from accumulated other comprehensive loss | 3,401 | ||
Other comprehensive income (loss), net | 89,041 | (25,602) | (56,966) |
Ending balance | 3,659,745 | 3,110,981 | 2,757,422 |
Net Unrealized Loss From Hedging Activities | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (1,325) | ||
Other comprehensive income (loss) before reclassifications | (4,543) | ||
Amounts reclassified from accumulated other comprehensive loss | 3,401 | ||
Other comprehensive income (loss), net | (1,142) | ||
Ending balance | (2,467) | (1,325) | |
Foreign Currency Translation Adjustments | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (222,068) | ||
Other comprehensive income (loss) before reclassifications | 90,183 | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | ||
Other comprehensive income (loss), net | 90,183 | ||
Ending balance | (131,885) | (222,068) | |
Total Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (223,393) | (197,791) | (140,878) |
Ending balance | $ (134,352) | $ (223,393) | $ (197,791) |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net income | $ 133,414 | $ 148,234 | $ 114,801 | $ (157,833) | $ 73,992 | $ 102,276 | $ 261,898 | $ 85,201 | $ 238,616 | $ 523,367 | $ 447,098 |
Denominator: | |||||||||||
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 55,712 | 56,749 | 59,976 | ||||||||
Dilutive effect of employee equity incentive and purchase plans (in shares) | 805 | 801 | 1,245 | ||||||||
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 56,517 | 57,550 | 61,221 | ||||||||
Net income per ordinary share : | |||||||||||
Basic (in dollars per share) | $ 2.39 | $ 2.67 | $ 2.07 | $ (2.82) | $ 1.31 | $ 1.80 | $ 4.62 | $ 1.49 | $ 4.28 | $ 9.22 | $ 7.45 |
Diluted (in dollars per share) | $ 2.33 | $ 2.64 | $ 2.06 | $ (2.82) | $ 1.29 | $ 1.78 | $ 4.56 | $ 1.47 | $ 4.22 | $ 9.09 | $ 7.30 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Exchangeable Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Ordinary shares (in shares) | 8,077 | 5,504 | 5,504 |
Options, RSUs and ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Ordinary shares (in shares) | 4,780 | 5,000 | 3,113 |
Segment and Other Information_2
Segment and Other Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
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, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 257,104 | $ 270,891 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 71,906 | 77,237 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 157,282 | 171,079 |
Italy | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 16,008 | 12,959 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 11,908 | $ 9,616 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 665,517 | $ 600,888 | $ 562,436 | $ 534,726 | $ 581,740 | $ 537,702 | $ 534,133 | $ 508,186 | $ 2,363,567 | $ 2,161,761 | $ 1,890,922 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,144,541 | 1,964,161 | 1,727,576 | ||||||||
Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 175,208 | 150,201 | 125,911 | ||||||||
All other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 43,818 | 47,399 | 37,435 | ||||||||
Product sales, net | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,346,660 | 2,135,601 | 1,869,473 | ||||||||
Total Neuroscience | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,785,355 | 1,646,239 | 1,404,866 | ||||||||
Total Oxybate | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,757,022 | 1,642,525 | 1,404,866 | ||||||||
Xyrem | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 1,741,758 | 1,642,525 | 1,404,866 | ||||||||
Xywav | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 15,264 | 0 | 0 | ||||||||
Sunosi | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 28,333 | 3,714 | 0 | ||||||||
Oncology | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 554,463 | 471,810 | 425,022 | ||||||||
Defitelio/defibrotide | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 195,842 | 172,938 | 149,448 | ||||||||
Erwinaze/Erwinase | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 147,136 | 177,465 | 174,739 | ||||||||
Vyxeos | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 121,105 | 121,407 | 100,835 | ||||||||
Zepzelca | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 90,380 | 0 | 0 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 6,842 | 17,552 | 39,585 | ||||||||
Royalties and contract revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 16,907 | $ 26,160 | $ 21,449 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
ESSDS | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 74.00% | 76.00% | 74.00% |
McKesson | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 14.00% | 17.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)agreement | |
Summary Of Deferred Revenue [Line Items] | |
Contract revenue recognized | $ 4,720 |
Nippon Shinyaku | |
Summary Of Deferred Revenue [Line Items] | |
Number of license, development, and commercialization agreements | agreement | 2 |
Contract revenue recognized | $ 4,700 |
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, 2020USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Balance as of December 31, 2019 | $ 9,581 |
Amount recognized within royalties and contract revenues | (4,720) |
Balance as of December 31, 2020 | $ 4,861 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Jan. 01, 2021shares | Jan. 18, 2012shares | Jan. 17, 2012 | Oct. 24, 2011 | Jul. 31, 2020shares | Dec. 31, 2011periodshares | Aug. 31, 2010shares | Sep. 30, 2011 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Recognized tax benefits related to share options exercised | $ | $ 3,900,000 | $ 5,100,000 | $ 7,700,000 | ||||||||
Aggregate intrinsic value of share options exercised | $ | 26,400,000 | 26,200,000 | 43,400,000 | ||||||||
Share Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost related to unvested stock options | $ | $ 57,700,000 | ||||||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 2 years 3 months 18 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 8 months 12 days | ||||||||||
RSUs weighted-average grant date fair value (in dollars per share) | $ / shares | $ 117.23 | ||||||||||
Number of RSUs released (in shares) | 423,000 | ||||||||||
Shares issued (in shares) | 290,000 | ||||||||||
Shares withheld for tax purposes (in shares) | 133,000 | ||||||||||
Total fair value of shares vested | $ | $ 53,500,000 | 52,000,000 | 55,800,000 | ||||||||
Unrecognized compensation cost related to unvested RSUs | $ | $ 143,700,000 | ||||||||||
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) | 29,538,645 | ||||||||||
2011 Equity Incentive Plan | Subsequent Event | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in shares reserved under plan (in shares) | 2,526,437 | ||||||||||
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) | 5,263,137 | ||||||||||
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 1 month 6 days | ||||||||||
Unrecognized compensation cost related to grants under the ESPP | $ | $ 6,300,000 | ||||||||||
2007 Employee Stock Purchase Plan | Subsequent Event | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in shares reserved under plan (in shares) | 842,145 | ||||||||||
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] | |||||||||||
Increase in shares authorized for issuance under deferred compensation plan (in shares) | 500,000 | ||||||||||
Shares authorized for issuance under deferred compensation plan (in shares) | 1,403,938 | ||||||||||
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 | ||||||||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (in dollars per share) | $ 34.68 | $ 42.09 | $ 47.17 |
Volatility (as a percent) | 33.00% | 32.00% | 35.00% |
Expected term (in years) | 4 years 7 months 6 days | 4 years 6 months | 4 years 6 months |
Range of risk-free rates, minimum (as a percent) | 0.20% | 1.30% | 2.20% |
Range of risk-free rates, maximum (as a percent) | 1.60% | 2.50% | 3.00% |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | $ 120,998 | $ 110,563 | $ 102,441 |
Income tax benefit from share-based compensation expense | (12,838) | (15,712) | (17,230) |
Total share-based compensation expense, net of tax | 108,160 | 94,851 | 85,211 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | 84,384 | 78,697 | 76,770 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | 29,242 | 25,229 | 19,037 |
Cost of product sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense, pre-tax | $ 7,372 | $ 6,637 | $ 6,634 |
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, 2020USD ($)$ / sharesshares | |
Shares Subject to Outstanding Options [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 5,834 |
Options granted (in shares) | shares | 823 |
Options exercised (in shares) | shares | (780) |
Options forfeited (in shares) | shares | (281) |
Options expired (in shares) | shares | (317) |
Outstanding, ending balance (in shares) | shares | 5,279 |
Vested and expected to vest (in shares) | shares | 5,064 |
Exercisable, balance (in shares) | shares | 3,441 |
Weighted Average Exercise Price (in dollars per share) [Roll Forward] | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 131.57 |
Options granted (in dollars per share) | $ / shares | 118.59 |
Options exercised (in dollars per share) | $ / shares | 111.47 |
Options forfeited (in dollars per share) | $ / shares | 137.73 |
Options expired (in dollars per share) | $ / shares | 159.41 |
Outstanding, ending balance (in dollars per share) | $ / shares | 130.51 |
Vested and expected to vest (in dollars per share) | $ / shares | 130.57 |
Exercisable (in dollars per share) | $ / shares | $ 130.32 |
Weighted- Average Remaining Contractual Term (Years) | |
Weighted-average remaining contractual term, outstanding (in years) | 6 years 3 months 18 days |
Weighted-average remaining contractual term, vested and expected to vest, exercisable (in years) | 6 years 2 months 12 days |
Weighted-average remaining contractual term, exercisable (in years) | 5 years 2 months 12 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value, outstanding | $ | $ 180,493 |
Aggregate intrinsic value, vested and expected to vest | $ | 180,763 |
Aggregate intrinsic value, exercisable | $ | $ 125,469 |
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, 2020USD ($)$ / sharesshares | |
Number of RSUs [Roll Forward] | |
Number of RSUs, outstanding, beginning balance (in shares) | shares | 1,181 |
Number of RSUs granted (in shares) | shares | 1,335 |
Number of RSUs released (in shares) | shares | (423) |
Number of RSUs forfeited (in shares) | shares | (215) |
Number of RSUs, outstanding, ending balance (in shares) | shares | 1,878 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted-average grant-date fair value, outstanding, beginning balance (in dollars per share) | $ / shares | $ 139.32 |
Weighted-average grant-date fair value, RSUs granted (in dollars per share) | $ / shares | 117.23 |
Weighted-average grant-date fair value, RSUs released (in dollars per share) | $ / shares | 137.50 |
Weighted-average grant-date fair value, RSUs forfeited (in dollars per share) | $ / shares | 130.21 |
Weighted-average grant-date fair value, outstanding, ending balance (in dollars per share) | $ / shares | $ 125.07 |
Weighted-average remaining contractual term, outstanding | 1 year 6 months |
Aggregate intrinsic value, outstanding | $ | $ 309,967 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 6.3 | $ 5 | $ 4.2 |
Outside United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses related to defined contribution plans | $ 4.2 | $ 3.2 | $ 2.6 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components of Income from Continuing Operations before Income Tax Provision (Benefit) | |||
Ireland | $ (102,328) | $ (6,451) | $ 170,666 |
United States | 372,910 | 317,728 | 294,621 |
Other | 4,513 | 143,025 | 64,176 |
Income before income tax provision (benefit) and equity in loss of investees | $ 275,095 | $ 454,302 | $ 529,463 |
Income Taxes - Details of Incom
Income Taxes - Details of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Ireland | $ 19,437 | $ 51,696 | $ 33,431 |
United States | 110,896 | 109,495 | 95,143 |
Other | 40,121 | 2,265 | 40,403 |
Total current tax expense | 170,454 | 163,456 | 168,977 |
Deferred, exclusive of other components below | |||
Ireland | (32,458) | (163,626) | (12,408) |
United States | (29,117) | (41,297) | (41,337) |
Other | (73,599) | (37,244) | (34,545) |
Total deferred, exclusive of other components | (135,174) | (242,167) | (88,290) |
Deferred, change in tax rates | |||
United States | (371) | 203 | (538) |
Other | (1,392) | 5,354 | 13 |
Total deferred, change in tax rates | (1,763) | 5,557 | (525) |
Total deferred tax benefit | (136,937) | (236,610) | (88,815) |
Total income tax provision (benefit) | $ 33,517 | $ (73,154) | $ 80,162 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision (benefit) | $ 33,517 | $ (73,154) | $ 80,162 | ||
Discrete tax benefit, intra-entity intellectual property asset transfer | $ 112,300 | $ 112,300 | |||
Effective income tax rate (as a percent) | 12.20% | (16.10%) | 15.10% | ||
Statutory income tax rate (as a percent) | 12.50% | 12.50% | 12.50% | ||
Increase (decrease) in valuation allowance | $ 11,000 | $ 5,100 | $ 9,100 | ||
Deferred tax assets, valuation allowance | 77,342 | 66,307 | |||
Cumulated unremitted earnings of overseas subsidiaries | 1,900,000 | 1,600,000 | |||
Unrecognized tax benefits, accrued interest and penalties | 11,300 | 7,400 | |||
Unrecognized tax benefits that would impact the effective tax rate | $ 93,000 | $ 78,800 | |||
Ireland | |||||
Operating Loss Carryforwards [Line Items] | |||||
Statutory income tax rate (as a percent) | 12.50% | 12.50% | |||
Ireland | Ireland | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | $ 271,500 | ||||
U.S. Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 144,700 | ||||
Tax credit carryforwards | 205,400 | ||||
U.S. Federal | Celator Pharmaceuticals, Inc. | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | $ 122,300 | ||||
U.S. Federal | Cavion Inc | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | $ 18,700 | ||||
U.S. State | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 58,900 | ||||
Tax credit carryforwards | 7,100 | ||||
Foreign Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | 15,700 | 25,700 | |||
Tax credit carryforwards | 45,600 | ||||
Foreign Tax Authorities | Her Majesty's Revenue and Customs (HMRC) | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | (10,900) | ||||
Foreign Tax Authorities | Luxembourg | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 49,200 | ||||
Foreign Tax Authorities | United Kingdom | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 40,100 | ||||
Foreign Tax Authorities | Malta | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforwards | 37,700 | ||||
French Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax examination, penalties and interest expense | 19,600 | ||||
Income tax examination, penalties and interest accrued | 19,600 | ||||
Valuation Allowance, Operating Loss Carryforwards | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | 6,200 | $ 6,300 | 11,200 | ||
Tax Cuts And Jobs Act of 2017, One-Time Transition Tax | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase (decrease) in valuation allowance | $ (5,900) | ||||
Tax Year 2012 And 2013 | French Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proposed additional tax including interest and penalties | 45,900 | ||||
Tax Year 2015, 2016 and 2017 | French Tax Authorities | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proposed additional tax including interest and penalties | $ 13,100 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation [Abstract] | |||
Statutory income tax rate | 12.50% | 12.50% | 12.50% |
Research and other tax credits | (11.80%) | (8.80%) | (3.00%) |
Deduction on subsidiary equity | (9.40%) | (5.20%) | (0.50%) |
Foreign income tax rate differential | 6.00% | 8.70% | 11.90% |
Change in unrecognized tax benefits | 5.90% | 0.10% | 1.10% |
Non-deductible compensation | 3.10% | 1.80% | 1.20% |
Financing costs | 2.60% | (1.70%) | (4.30%) |
Change in valuation allowance | 2.20% | 3.30% | 3.20% |
Tax deficiencies/(Excess tax benefits) from share-based compensation | 1.90% | 0.10% | (0.40%) |
Change in estimates | (1.30%) | 0.30% | (1.10%) |
Change in tax rate | (0.70%) | 1.50% | (0.10%) |
Investment in subsidiaries | 0.10% | 0.00% | (4.80%) |
Intra-entity transfer of intellectual property assets | 0.00% | (24.70%) | 0.00% |
Patent box incentive benefit | 0.00% | (7.00%) | 0.00% |
Non-deductible acquired IPR&D | 0.00% | 2.50% | 0.00% |
Non-deductible loss contingency | 0.00% | 0.00% | 0.80% |
Impact of U.S. Tax Act | 0 | 0 | (0.014) |
Other | 1.10% | 0.50% | 0.00% |
Effective income tax rate | 12.20% | (16.10%) | 15.10% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets/(Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Operating loss carryforwards | $ 89,216 | $ 91,295 |
Tax credit carryforwards | 258,296 | 225,681 |
Intangible assets | 153,562 | 157,549 |
Share-based compensation | 26,090 | 26,091 |
Accruals | 62,561 | 49,063 |
Indirect effects of unrecognized tax benefits | 48,743 | 39,432 |
Lease liabilities | 31,787 | 33,847 |
Other | 82,490 | 48,631 |
Total deferred tax assets | 752,745 | 671,589 |
Valuation allowance | (77,342) | (66,307) |
Deferred tax assets, net of valuation allowance | 675,403 | 605,282 |
Deferred tax liabilities: | ||
Intangible assets | (448,310) | (536,085) |
Operating lease assets | (26,316) | (28,442) |
Other | (76,258) | (43,447) |
Total deferred tax liabilities | (550,884) | (607,974) |
Net deferred tax assets/(liabilities) | $ 124,519 | |
Net deferred tax assets/(liabilities) | $ (2,692) |
Income Taxes - Current and Non-
Income Taxes - Current and Non-current Deferred Assets/(Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 254,916 | $ 221,403 |
Deferred tax liabilities | (130,397) | (224,095) |
Net deferred tax assets/(liabilities) | $ 124,519 | |
Net deferred tax assets/(liabilities) | $ (2,692) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | |||
Balance at the beginning of the year | $ 124,319 | $ 118,213 | $ 106,162 |
Increases related to current year tax positions | 27,908 | 27,552 | 22,649 |
Increases related to prior year tax positions | 19,712 | 761 | 7,584 |
Decreases related to prior year tax positions | (213) | (91) | 0 |
Lapse of the applicable statute of limitations | (25,169) | (22,116) | (18,182) |
Balance at the end of the year | $ 146,557 | $ 124,319 | $ 118,213 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - Subsequent Event | Feb. 03, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Price per share to be paid to former shareholders, cash (in dollars per share) | $ / shares | $ 16.66 |
Exchange ratio, middle threshold, numerator | $ | 1.66 |
Exchange ratio, lower threshold | 0.011929 |
Exchange ratio, upper threshold | 0.009760 |
Number of shares per GW American Depository Share (in shares) | shares | 12 |
Tender offer, per share amount offered, cash (in dollars per share) | $ / shares | $ 200 |
Tender offer, per share amount offered, stock (in dollars per share) | $ / shares | $ 20 |
Tender offer, payment to acquire business, gross | $ | $ 7,200,000,000 |
Proceeds multiplier for cash and share amounts | 12 |
Minimum | |
Subsequent Event [Line Items] | |
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share) | $ / shares | $ 139.72 |
Maximum | |
Subsequent Event [Line Items] | |
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share) | $ / shares | $ 170.76 |
Secured Debt | Senior Secured Term Loan B | |
Subsequent Event [Line Items] | |
Face amount | $ | $ 3,150,000,000 |
Bridge Loan | Senior Secured Bridge Loan | |
Subsequent Event [Line Items] | |
Face amount | $ | 2,200,000,000 |
Borrowings under revolving credit facility | Line of Credit | |
Subsequent Event [Line Items] | |
Line of credit, maximum borrowing capacity | $ | $ 500,000,000 |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Revenues | $ 665,517 | $ 600,888 | $ 562,436 | $ 534,726 | $ 581,740 | $ 537,702 | $ 534,133 | $ 508,186 | $ 2,363,567 | $ 2,161,761 | $ 1,890,922 |
Gross margin | 611,146 | 554,854 | 530,195 | 501,548 | 541,178 | 500,921 | 495,747 | 469,825 | |||
Net income | $ 133,414 | $ 148,234 | $ 114,801 | $ (157,833) | $ 73,992 | $ 102,276 | $ 261,898 | $ 85,201 | $ 238,616 | $ 523,367 | $ 447,098 |
Net income per ordinary share, basic (in dollars per share) | $ 2.39 | $ 2.67 | $ 2.07 | $ (2.82) | $ 1.31 | $ 1.80 | $ 4.62 | $ 1.49 | $ 4.28 | $ 9.22 | $ 7.45 |
Net income per ordinary share, diluted (in dollars per share) | $ 2.33 | $ 2.64 | $ 2.06 | $ (2.82) | $ 1.29 | $ 1.78 | $ 4.56 | $ 1.47 | $ 4.22 | $ 9.09 | $ 7.30 |
Upfront and milestone payments expense | $ 36,000 | $ 202,300 | $ 48,300 | $ 56,000 | |||||||
Impairment charges | $ 136,100 | $ 136,139 | $ 0 | $ 42,896 | |||||||
Discrete tax benefit, intra-entity intellectual property asset transfer | $ 112,300 | 112,300 | |||||||||
Intangible asset amortization | $ 259,580 | $ 354,814 | $ 201,498 | ||||||||
Priority review voucher | |||||||||||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 50 | $ 50 | $ 396 |
Additions charged to costs and expenses | 5 | 9 | 20 |
Other Additions | 0 | 0 | 0 |
Deductions | (5) | (9) | (366) |
Balance at end of period | 50 | 50 | 50 |
Allowance for sales discounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 113 | 76 | 103 |
Additions charged to costs and expenses | 1,432 | 782 | 811 |
Other Additions | 0 | 0 | 0 |
Deductions | (1,401) | (745) | (838) |
Balance at end of period | 144 | 113 | 76 |
Allowance for chargebacks | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 1,133 | 408 | 3,663 |
Additions charged to costs and expenses | 45,550 | 41,864 | 41,387 |
Other Additions | 0 | 0 | 0 |
Deductions | (41,390) | (41,139) | (44,642) |
Balance at end of period | 5,293 | 1,133 | 408 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 66,307 | 61,237 | 52,144 |
Additions charged to costs and expenses | 6,576 | 20,086 | 35,500 |
Other Additions | 4,961 | 357 | 0 |
Deductions | (502) | (15,373) | (26,407) |
Balance at end of period | $ 77,342 | $ 66,307 | $ 61,237 |