Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 19, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HZNP | ||
Entity Registrant Name | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | ||
Entity Central Index Key | 0001492426 | ||
Entity Tax Identification Number | 00-0000000 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity File Number | 001-35238 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Address, Address Line One | Connaught House, 1st Floor | ||
Entity Address, Address Line Two | 1 Burlington Road | ||
Entity Address, City or Town | Dublin 4 | ||
Entity Address, Postal Zip Code | D04 C5Y6 | ||
Entity Address, Country | IE | ||
City Area Code | 011 | ||
Local Phone Number | 353 1 772 2100 | ||
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 189,941,651 | ||
Entity Public Float | $ 4.5 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the registrant’s 2020 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,076,287 | $ 958,712 |
Restricted cash | 3,752 | 3,405 |
Accounts receivable, net | 408,685 | 464,730 |
Inventories, net | 53,802 | 50,751 |
Prepaid expenses and other current assets | 143,577 | 68,218 |
Total current assets | 1,686,103 | 1,545,816 |
Property and equipment, net | 30,159 | 20,101 |
Intangible assets, net | 1,702,628 | 1,950,269 |
Goodwill | 413,669 | 413,669 |
Deferred tax assets, net | 555,165 | 3,148 |
Other assets | 48,310 | 8,959 |
Total assets | 4,436,034 | 3,941,962 |
CURRENT LIABILITIES: | ||
Accounts payable | 21,514 | 30,284 |
Accrued expenses | 235,234 | 215,739 |
Accrued trade discounts and rebates | 466,421 | 457,763 |
Deferred revenues, current portion | 4,901 | |
Total current liabilities | 723,169 | 708,687 |
LONG-TERM LIABILITIES: | ||
Exchangeable notes, net | 351,533 | 332,199 |
Long-term debt, net of current | 1,001,308 | 1,564,485 |
Deferred tax liabilities, net | 94,247 | 107,768 |
Other long-term liabilities | 80,328 | 38,717 |
Total long-term liabilities | 1,527,416 | 2,043,169 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 600,000,000 and 300,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 188,402,040 and 169,244,520 shares issued at December 31, 2019 and December 31, 2018, respectively, and 188,017,674 and 168,860,154 shares outstanding at December 31, 2019 and December 31, 2018, respectively | 19 | 17 |
Treasury stock, 384,366 ordinary shares at December 31, 2019 and December 31, 2018 | (4,585) | (4,585) |
Additional paid-in capital | 2,797,602 | 2,374,966 |
Accumulated other comprehensive loss | (1,905) | (1,523) |
Accumulated deficit | (605,682) | (1,178,769) |
Total shareholders’ equity | 2,185,449 | 1,190,106 |
Total liabilities and shareholders' equity | 4,436,034 | 3,941,962 |
Developed Technology [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | 1,698,808 | 1,945,639 |
Customer Relationships [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | $ 3,820 | $ 4,630 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 600,000,000 | 300,000,000 |
Ordinary shares, shares issued | 188,402,040 | 169,244,520 |
Ordinary shares, shares outstanding | 188,017,674 | 168,860,154 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 1,300,029 | $ 1,207,570 | $ 1,056,231 |
Cost of goods sold | 362,175 | 391,301 | 493,368 |
Gross profit | 937,854 | 816,269 | 562,863 |
OPERATING EXPENSES: | |||
Research and development | 103,169 | 82,762 | 224,962 |
Selling, general and administrative | 697,111 | 692,485 | 655,093 |
Loss (gain) on sale of assets | 10,963 | (42,985) | |
Impairment of long-lived assets | 46,096 | 22,270 | |
Total operating expenses | 811,243 | 778,358 | 902,325 |
Operating income (loss) | 126,611 | 37,911 | (339,462) |
OTHER EXPENSE, NET: | |||
Interest expense, net | (87,089) | (121,692) | (126,523) |
Loss on debt extinguishment | (58,835) | (978) | |
Gain on divestiture | 7,965 | ||
Foreign exchange gain (loss) | 33 | (192) | (260) |
Other (expense) income, net | (944) | 841 | 447 |
Total other expense, net | (146,835) | (121,043) | (119,349) |
Loss before benefit for income taxes | (20,224) | (83,132) | (458,811) |
Benefit for income taxes | (593,244) | (44,752) | (108,686) |
Net income (loss) | $ 573,020 | $ (38,380) | $ (350,125) |
Net income (loss) per ordinary share—basic | $ 3.13 | $ (0.23) | $ (2.15) |
Weighted average ordinary shares outstanding—basic | 182,930,109 | 166,155,405 | 163,122,663 |
Net income (loss) per ordinary share—diluted | $ 2.90 | $ (0.23) | $ (2.15) |
Weighted average ordinary shares outstanding—diluted | 205,224,221 | 166,155,405 | 163,122,663 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | |||
Foreign currency translation adjustments | $ (382) | $ (826) | $ 2,067 |
Pension remeasurements | 286 | 36 | |
Other comprehensive (loss) income | (382) | (540) | 2,103 |
Comprehensive income (loss) | $ 572,638 | $ (38,920) | $ (348,022) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2016 | $ 1,313,732 | $ 16 | $ (4,585) | $ 2,119,455 | $ (3,086) | $ (798,068) |
Beginning balance, shares at Dec. 31, 2016 | 162,004,956 | 384,366 | ||||
Cumulative effect adjustments - New accounting pronouncements and adoption | 7,210 | 7,210 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 2,167 | 2,167 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 1,117,876 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (6,533) | (6,533) | ||||
Issuance of ordinary shares in conjunction with ESPP program | 7,082 | 7,082 | ||||
Issuance of ordinary shares in conjunction with ESPP programs, shares | 822,231 | |||||
Issuance of ordinary shares in conjunction with PSU vesting, shares | 25,000 | |||||
Share-based compensation | 125,019 | 125,019 | ||||
Issuance of ordinary shares in conjunction with warrant exercises | 1,789 | 1,789 | ||||
Issuance of ordinary shares in conjunction with warrant exercises, shares | 915,020 | |||||
Shares repurchased | (992) | (992) | ||||
Shares repurchased, shares | (100,000) | |||||
Currency translation adjustment | 2,067 | 2,067 | ||||
Pension remeasurements | 36 | 36 | ||||
Net (loss) income | (350,125) | (350,125) | ||||
Ending balance at Dec. 31, 2017 | 1,101,452 | $ 16 | $ (4,585) | 2,248,979 | (983) | (1,141,975) |
Ending balance, shares at Dec. 31, 2017 | 164,785,083 | 384,366 | ||||
Cumulative effect adjustments - New accounting pronouncements and adoption | 1,586 | 1,586 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 16,973 | $ 1 | 16,972 | |||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 3,541,933 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (14,455) | (14,455) | ||||
Issuance of ordinary shares in conjunction with ESPP program | 8,610 | 8,610 | ||||
Issuance of ordinary shares in conjunction with ESPP programs, shares | 917,504 | |||||
Share-based compensation | 114,860 | 114,860 | ||||
Currency translation adjustment | (826) | (826) | ||||
Pension remeasurements | 286 | 286 | ||||
Net (loss) income | (38,380) | (38,380) | ||||
Ending balance at Dec. 31, 2018 | 1,190,106 | $ 17 | $ (4,585) | 2,374,966 | (1,523) | (1,178,769) |
Ending balance, shares at Dec. 31, 2018 | 169,244,520 | 384,366 | ||||
Cumulative effect adjustments - New accounting pronouncements and adoption | 67 | 67 | ||||
Issuance of ordinary shares - public offering | 326,794 | $ 2 | 326,792 | |||
Issuance of ordinary shares - public offering, shares | 14,081,632 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 24,881 | 24,881 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 4,227,998 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (31,569) | (31,569) | ||||
Issuance of ordinary shares in conjunction with ESPP program | 11,317 | 11,317 | ||||
Issuance of ordinary shares in conjunction with ESPP programs, shares | 847,890 | |||||
Share-based compensation | 91,215 | 91,215 | ||||
Currency translation adjustment | (382) | (382) | ||||
Net (loss) income | 573,020 | 573,020 | ||||
Ending balance at Dec. 31, 2019 | $ 2,185,449 | $ 19 | $ (4,585) | $ 2,797,602 | $ (1,905) | $ (605,682) |
Ending balance, shares at Dec. 31, 2019 | 188,402,040 | 384,366 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 573,020 | $ (38,380) | $ (350,125) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 237,157 | 249,759 | 256,087 |
Equity-settled share-based compensation | 91,215 | 114,860 | 125,019 |
Loss on debt extinguishment | 58,835 | 978 | |
Amortization of debt discount and deferred financing costs | 22,602 | 22,751 | 21,619 |
Loss (gain) on sale of assets | 10,963 | (42,985) | |
Deferred income taxes | (565,537) | (64,491) | (132,231) |
Impairment of long-lived assets | 46,096 | 22,270 | |
Gain on divestiture | (1,236) | ||
Acquired in-process research and development expense | 159,171 | ||
Foreign exchange and other adjustments | 574 | 332 | (1,466) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 56,166 | (59,697) | (84,444) |
Inventories | (3,268) | 10,280 | 108,371 |
Prepaid expenses and other current assets | (72,763) | (25,313) | 5,110 |
Accounts payable | (8,723) | (4,593) | (16,521) |
Accrued trade discounts and rebates | 8,591 | (44,028) | 205,487 |
Accrued expenses | 19,788 | 40,787 | (43,937) |
Deferred revenues | (4,901) | (395) | 4,468 |
Other non-current assets and liabilities | 2,613 | (10,440) | 5,720 |
Net cash provided by operating activities | 426,332 | 194,543 | 284,340 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of assets | 6,000 | 44,424 | |
Purchases of property and equipment | (17,857) | (4,771) | (4,336) |
Change in escrow deposit for property purchase | (6,000) | ||
Payment related to license agreement | (12,000) | ||
Payments for acquisitions, net of cash acquired | (167,220) | ||
Proceeds from divestiture, net of cash divested | 69,371 | ||
Net cash (used in) provided by investing activities | (17,857) | 27,653 | (102,185) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from the issuance of senior notes | 590,057 | ||
Net proceeds from the issuance of ordinary shares | 326,793 | ||
Repayment of senior notes | (814,420) | ||
Net proceeds from term loans | 935,404 | 818,026 | 1,693,512 |
Repayment of term loans | (1,336,207) | (845,749) | (1,622,749) |
Contingent consideration proceeds from divestiture | 3,297 | ||
Payment of contingent consideration | (20,000) | ||
Repurchase of ordinary shares | (992) | ||
Proceeds from the issuance of ordinary shares in connection with warrant exercises | 1,789 | ||
Proceeds from the issuance of ordinary shares in conjunction with ESPP program | 11,317 | 8,610 | 7,082 |
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 24,882 | 16,972 | 2,167 |
Payment of employee withholding taxes relating to share-based awards | (31,569) | (14,455) | (6,533) |
Net cash (used in) provided by financing activities | (290,446) | (16,596) | 54,276 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (107) | (1,380) | 5,316 |
Net increase in cash, cash equivalents and restricted cash | 117,922 | 204,220 | 241,747 |
Cash, cash equivalents and restricted cash, beginning of the year | 962,117 | 757,897 | 516,150 |
Cash, cash equivalents and restricted cash, end of the year | 1,080,039 | 962,117 | 757,897 |
Supplemental cash flow information: | |||
Cash paid for interest | 78,044 | 112,468 | 113,790 |
Cash paid for income taxes | 9,925 | 53,058 | 2,548 |
Cash paid for amounts included in the measurement of lease liabilities, net of lease incentive payments | 6,484 | ||
Supplemental non-cash flow information: | |||
Purchases of property and equipment included in accounts payable and accrued expenses | 117 | $ 1,101 | |
Lease liabilities arising from obtaining right-of-use assets | $ 11,444 | ||
Purchases of acquired in-process research and development included in accounts payable and accrued expenses | $ 12,000 |
Basis of Presentation and Busin
Basis of Presentation and Business Overview | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Business Overview | NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc (formerly known as Horizon Pharma plc) and its consolidated subsidiaries. On May 2, 2019, the shareholders of the Company approved changing the name of the Company from “Horizon Pharma Public Limited Company” to “Horizon Therapeutics Public Limited Company” to better reflect the Company’s long-term strategy to develop and commercialize innovative new medicines to address rare diseases with very few effective options. Business Overview Horizon is focused on researching, developing and commercializing medicines that address critical needs for people impacted by rare and rheumatic diseases. The Company’s pipeline is purposeful: it applies scientific expertise and courage to bring clinically meaningful therapies to patients. Horizon believes science and compassion must work together to transform lives. The Company has two reportable segments, the orphan and rheumatology segment and the inflammation segment (previously named the primary care segment), and currently markets eleven medicines in the areas of orphan diseases, rheumatology and inflammation. On January 21, 2020, the U.S. Food and Drug Administration (“FDA”) approved TEPEZZA ™ ( As of December 31, 2019, the Company’s marketed medicines consisted of the following: Orphan and Rheumatology KRYSTEXXA ® RAVICTI ® PROCYSBI ® ACTIMMUNE ® RAYOS ® BUPHENYL ® QUINSAIR™ (levofloxacin) solution for inhalation Inflammation PENNSAID® (diclofenac sodium topical solution) 2% w/w (“PENNSAID 2%”), for topical use DUEXIS ® VIMOVO ® Change in Accounting Method When accounting for business combinations under ASC Topic 805, Business Combinations, the Company previously separately identified and recorded at fair value intangible assets acquired and their related third-party contingent royalties at the date of acquisition. Third-party contingent royalties are royalties payable to parties other than sellers of the businesses. Effective January 1, 2019, the Company retrospectively changed its accounting for business combinations and now records acquired intangible assets and their related third-party contingent royalties on a net basis (“New Method”). The Company changed its accounting principle on the basis that the use of the New Method is preferable primarily due to improved comparability with the Company’s peers. The Company has adjusted the accompanying consolidated balance sheet as at December 31, 2018, consolidated statement of comprehensive income (loss) for the years ended December 31, 2018 and 2017 and the consolidated statements of cash flows for the years ended December 31, 2018 and 2017 to reflect this change in accounting. Total shareholders’ equity at December 31, 2018 was adjusted by $135.9 million to reflect the cumulative impact of the change to the earliest year presented. The impact on the consolidated statement of cash flows consisted of adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in operating assets and liabilities for all periods presented. There was no impact on total operating, investing or financing cash flows for any prior period. The following are selected line items from the Company’s consolidated financial statements illustrating the effect of the change in accounting method (in thousands, except per share data): Consolidated Balance Sheet as of December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Prepaid expenses and other current assets $ 70,828 $ (2,610 ) $ 68,218 Total current assets 1,548,426 (2,610 ) 1,545,816 Developed technology, net 2,120,596 (174,957 ) 1,945,639 Goodwill 426,441 (12,772 ) 413,669 Other assets 23,029 (14,070 ) 8,959 Total assets 4,146,371 (204,409 ) 3,941,962 Accrued expenses 205,593 10,146 215,739 Accrued royalties - current portion 63,363 (63,363 ) — Total current liabilities 761,904 (53,217 ) 708,687 Accrued royalties - net of current 285,374 (285,374 ) — Deferred tax liabilities, net 93,630 14,138 107,768 Other long-term liabilities 54,622 (15,905 ) 38,717 Total long-term liabilities 2,330,310 (287,141 ) 2,043,169 Accumulated deficit (1,314,718 ) 135,949 (1,178,769 ) Total shareholders' equity 1,054,157 135,949 1,190,106 Total liabilities and shareholders' equity 4,146,371 (204,409 ) 3,941,962 (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a decrease in developed technology intangible assets and the elimination of liabilities for accrued contingent royalties due to recording these items on a net basis. The re-performance of purchase price allocations also impacted goodwill and deferred tax liabilities. In addition, the change in accounting principle resulted in the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures, impacting prepaid expenses and other current assets, other assets, accrued expenses and other long-term liabilities captions as shown in the table above. In addition, under the New Method of accounting, the Company is presenting accrued royalties based on each periods’ net sales as part of the accrued expenses line item on its consolidated balance sheets. Consolidated Statement of Comprehensive Loss For the Year Ended December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 422,317 $ (31,016 ) $ 391,301 Gross profit 785,253 31,016 816,269 Impairment of long-lived assets 50,302 (4,206 ) 46,096 Gain on sale of assets (42,688 ) (297 ) (42,985 ) Total operating expenses 782,861 (4,503 ) 778,358 Operating income 2,392 35,519 37,911 Other income, net 346 495 841 Total other expenses, net (121,538 ) 495 (121,043 ) Loss before benefit for income taxes (119,146 ) 36,014 (83,132 ) Benefit for income taxes (44,959 ) 207 (44,752 ) Net loss (74,187 ) 35,807 (38,380 ) Net loss per ordinary share - basic and diluted (0.45 ) 0.22 (0.23 ) Comprehensive loss (74,727 ) 35,807 (38,920 ) Consolidated Statement of Comprehensive Loss For the Year Ended December 31, 2017 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 537,334 $ (43,966 ) $ 493,368 Gross profit 518,897 43,966 562,863 Operating loss (383,428 ) 43,966 (339,462 ) Gain on divestiture 6,267 1,698 7,965 Other income, net 588 (141 ) 447 Total other expenses, net (120,906 ) 1,557 (119,349 ) Loss before benefit for income taxes (504,334 ) 45,523 (458,811 ) Benefit for income taxes (102,749 ) (5,937 ) (108,686 ) Net loss (401,585 ) 51,460 (350,125 ) Net loss per ordinary share - basic and diluted (2.46 ) 0.31 (2.15 ) Comprehensive loss (399,482 ) 51,460 (348,022 ) (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Segment Information The Company’s reportable segments, which are the orphan and rheumatology segment and the inflammation segment, are reported in a manner consistent with the internal reporting provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as its chief executive officer. The Company has no transactions between reportable segments. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, and subsequent amendments (ASC 606 or new guidance), using the modified retrospective method. The Company applied the new guidance to all contracts with customers within the scope of the standard that were in effect on January 1, 2018 and recognized the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings. Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Co-pay and Other Patient Assistance Programs The Company offers discount card and other programs such as its HorizonCares program to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance costs using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance costs are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return certain medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2% cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. The Company accrues estimated rebates based on percentages of medicine prescribed to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Chargebacks The Company provides discounts to government qualified entities with whom the Company has contracted. These entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the entities paid for the medicines. The Company calculates accrued chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Bad Debt Expense The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records a bad debt reserve when applicable. Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include the direct purchase cost of materials and supplies and manufacturing overhead costs. The Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive income (loss) based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. Pre-launch Inventories The Company capitalizes inventory costs associated with its medicine candidates prior to regulatory approval when, based on management judgment, future commercialization is considered probable and future economic benefit is expected to be realized. A number of factors are taken into consideration by management, including the current status of the regulatory approval process and any potential impediments to the approval process such as safety or efficacy. If future commercialization and future economic benefit is no longer considered probable, the capitalized pre-launch inventory would be expensed . Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, drug substance harmonization costs, share-based compensation, charges relating to discontinuation of clinical trials, royalty payments to third parties and loss on inventory purchase commitments. Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of cash balances and money market funds. The Company generally invests excess cash in money market funds and other financial instruments with short-term durations, based upon operating requirements. Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of TEPEZZA drug substance and ACTIMMUNE inventory are principally denominated in Euros and are subject to foreign currency risk. The Company has contracts relating to RAVICTI, QUINSAIR and PROCYSBI for sales in Canada which are subject to foreign currency risk. The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Canadian dollar. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of December 31, 2019 and 2018, the Company’s top four customers accounted for approximately 84% and 85%, respectively, of the Company’s total outstanding accounts receivable balances. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations Provision for Income Taxes The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset can be utilized. In determining future taxable income, the Company is required to make assumptions including the amount of taxable income in the various jurisdictions in which the Company operates. These assumptions require significant judgment about forecasts of future taxable income. Actual operating results in future years could render our current assumption of recoverability of deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period that the change is enacted. From time to time, the Company executes intra-company transactions in response to changes in operations, regulations, tax laws, funding needs and other circumstances. These transactions require the interpretation and application of tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations which support the tax treatment of the transactions require significant estimates and assumptions within discounted cash flow models. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by each tax-paying entity within each jurisdiction on the Company’s consolidated balance sheets. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. Software includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years. Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive income (loss). Research and Development Expenses Research and development expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials, expenses incurred to manufacture clinical trial materials and acquired in-process research and development (“IPR&D”) Advertising Expenses We expense the costs of advertising as incurred. Advertising expenses were $35.8 million, $21.6 million and $19.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net of current” and “Exchangeable notes, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. Comprehensive Income (Loss) Comprehensive income (loss) is composed of net income (loss) and other comprehensive income (loss) (“OCI”). OCI includes certain changes in shareholders’ equity that are excluded from net income (loss), which consist of foreign currency translation adjustments and pension remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income (loss). For other amounts that are not required under GAAP to be reclassified in their entirety to net income (loss) in the same reporting period, the Company cross-references other disclosures required under GAAP that provide additional detail about those amounts. Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Royalties The Company records royalty expense based on each periods’ net sales as part of cost of goods sold. Leases The Company’s leases primarily relate to operating leases of rented office properties. For contracts entered into on or after January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. The right-of-use lease asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use lease asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred. All right-of-use lease assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying lease. The Company identified and assessed the following significant assumptions in recognizing the right-of-use lease assets and corresponding liabilities. Expected lease term – The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Incremental borrowing rate – As the Company’s leases do not provide an implicit rate, the Company obtained the incremental borrowing rate (“IBR”) based on the remaining term of each lease. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected not to recognize right-of-use lease assets and lease liabilities for short-term leases that have a term of 12 months or less . The Company reports right-of-use lease assets within non-current “Other assets” in its consolidated balance sheet. The Company reports the current portion of lease liabilities within “Accrued expenses” and long-term lease liabilities within “Other long-term liabilities” in its consolidated balance sheet. Contingencies From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies to the extent that it concludes 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. Recent Accounting Pronouncements From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. Effective January 1, 2019, the Company adopted Accounting Standards Updated (“ASU”) No. 2016-02, Leases (Topic 842) Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Effective January 1, 2019, the Company adopted ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplification and reduce the cost of accounting for income taxes Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | NOTE 3 – NET INCOME ( LOSS ) PER SHARE The following table presents basic and diluted net income (loss) per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except share and per share data): For the Years Ended December 31, 2019 2018 2017 Basic net income (loss) per share calculation: Numerator - net income (loss) $ 573,020 $ (38,380 ) $ (350,125 ) Denominator - weighted average of ordinary shares outstanding 182,930,109 166,155,405 163,122,663 Basic net income (loss) per share $ 3.13 $ (0.23 ) $ (2.15 ) For the Years Ended December 31, 2019 2018 2017 Diluted net income (loss) per share calculation: Net income (loss) $ 573,020 $ (38,380 ) $ (350,125 ) Effect of assumed conversion of Exchangeable Senior Notes, net of tax 22,440 — — Numerator - net income (loss) $ 595,460 $ (38,380 ) $ (350,125 ) Denominator - weighted average of ordinary shares outstanding 205,224,221 166,155,405 163,122,663 Diluted net income (loss) per share $ 2.90 $ (0.23 ) $ (2.15 ) Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. Beginning in the fourth quarter of 2019, with the ordinary share price significantly above the $28.66 exchange price, the Company decided that it no longer had the intent to settle the notes for cash. Accordingly, during the year ended December 31, 2019, the Company prospectively applied the if-converted method to its 2.50% Exchangeable Senior Notes due 2022 (the “Exchangeable Senior Notes”) when determining the diluted net income (loss) per share. The outstanding securities listed in the table below were excluded from the computation of diluted net income (loss) per ordinary share for the years ended December 31, 2019, 2018 and 2017 due to being anti-dilutive: For the Years Ended December 31, 2019 2018 2017 Stock options 233,260 6,406,914 12,887,595 Restricted stock units 1,840 2,299,254 1,095,768 Performance stock units 586,868 1,248,632 2,742,301 Employee stock purchase plan shares 2,207 265,886 63,445 Warrants — — 388,841 824,175 10,220,686 17,177,950 During the years ended December 31, 2018 and 2017, the potentially dilutive impact of the Exchangeable Senior Notes was determined using a method similar to the treasury stock method. Under this method, no numerator or denominator adjustments arose from the principal and interest components of the Exchangeable Senior Notes because the Company had the intent and ability to settle the Exchangeable Senior Notes’ principal and interest in cash. Instead, the Company was required to increase the diluted net income (loss) per share denominator by the variable number of shares that would be issued upon conversion if it settled the conversion spread obligation with shares. For diluted net income (loss) per share purposes, the conversion spread obligation was calculated based on whether the average market price of the Company’s ordinary shares over the reporting period was in excess of the exchange price of the Exchangeable Senior Notes. There was no calculated spread added to the denominator for the years ended December 31, 2018 and 2017. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Other Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures and Other Arrangements | NOTE 4 –ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS Sale of MIGERGOT rights On June 28, 2019, the Company sold its rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for $6.0 million and total potential contingent consideration payments of $4.0 million (the “MIGERGOT transaction”). Pursuant to ASC 805 (as amended by ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No. 2017-01”) The loss on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2019, was determined as follows (in thousands): Cash proceeds $ 6,000 Less net assets sold: Developed technology (16,999 ) Inventory (236 ) Release of contingent consideration liability 272 Loss on sale of assets $ (10,963 ) Sale of RAVICTI and AMMONAPS Rights outside of North America and Japan On December 28, 2018, the Company sold its rights to RAVICTI and AMMONAPS (known as BUPHENYL in the United States) outside of North America and Japan to Medical Need Europe AB, part of the Immedica Group, for $35.0 million (the “Immedica transaction”). The Company previously distributed RAVICTI and AMMONAPS through a commercial partner in Europe and other non-U.S. markets. The Company has retained the rights to RAVICTI and BUPHENYL in North America and Japan. Pursuant to ASU No. 2017-01, the Company accounted for the Immedica transaction as a sale of assets, specifically a sale of intellectual property rights. The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds $ 35,000 Less net assets sold: Developed technology (4,146 ) Transaction costs (197 ) Gain on sale of assets $ 30,657 Acquisition and Subsequent Sale of Additional Rights to Interferon Gamma-1b On June 30, 2017, the Company completed its acquisition of certain rights to interferon gamma-1b from Boehringer Ingelheim International GmbH (“Boehringer Ingelheim International”) in all territories outside of the United States, Canada and Japan and in connection therewith, paid Boehringer Ingelheim International €19.5 million ($22.3 million when converted using a Euro-to-Dollar exchange rate at date of payment of 1.1406). Boehringer Ingelheim International commercialized interferon gamma-1b as IMUKIN in an estimated thirty countries, primarily in Europe and the Middle East. Upon closing, during the year ended December 31, 2017, the Company accounted for the payment as the acquisition of an asset which was immediately impaired as projections for future net sales of IMUKIN in these territories did not exceed the related costs, and included the payment in the “impairment of long-lived assets” line item in its consolidated statement of comprehensive income (loss). On July 24, 2018, the Company sold its rights to interferon gamma-1b in all territories outside the United States, Canada and Japan to Clinigen Group plc (“Clinigen”) for an upfront payment of €7.5 million ($8.8 million when converted using a Euro-to-Dollar exchange rate at date of payment of 1.1683) and a potential additional contingent consideration payment of €3.0 million ($3.5 million when converted using a Euro-to-Dollar exchange rate of 1.1673) (the “IMUKIN sale”). The contingent consideration payment of €3.0 million ($3.3 million when converted using a Euro-to-Dollar exchange rate at the date of receipt of 1.0991) was received in September 2019. Pursuant to ASU No. 2017-01, the Company accounted for the IMUKIN sale as a sale of assets, specifically a sale of intellectual property rights and a sale of inventory. The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds including $715 for inventory $ 9,477 Contingent consideration receivable 3,502 Less net assets sold: Inventory (623 ) Transaction costs (28 ) Gain on sale of assets $ 12,328 Acquisition of River Vision On May 8, 2017, the Company acquired 100% of the equity interests in River Vision Development Corp. (“River Vision”) for upfront cash payments totaling approximately $150.3 million, including cash acquired of $6.3 million, with additional potential future milestone and royalty payments contingent on the satisfaction of certain regulatory milestones and sales thresholds. Pursuant to ASU No. 2017-01, the Company accounted for the River Vision acquisition as the purchase of an IPR&D asset and, pursuant to ASC Topic 730, Research and Development, Under the agreement for the acquisition of River Vision, the Company is required to pay up to $325.0 million upon the attainment of various milestones, composed of $100.0 million related to FDA approval and $225.0 million related to net sales thresholds for TEPEZZA. The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). The Company will make a milestone payment of $100.0 million related to FDA approval during the first quarter of 2020 and is expected to be capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA. Refer to Note 15 for further detail on TEPEZZA milestone payments. Divestiture of PROCYSBI and QUINSAIR rights in EMEA Regions On June 23, 2017, the Company completed the sale of its European subsidiary that owned the marketing rights to PROCYSBI and QUINSAIR in Europe, the Middle East and Africa (“EMEA”) regions (the “Chiesi divestiture”) to Chiesi Farmaceutici S.p.A. (“Chiesi”) Pursuant to ASU No. 2017-01, the Company accounted for the Chiesi divestiture as a sale of a business. The Company determined that the sale of the business and its assets in connection with the Chiesi divestiture did not constitute a strategic shift and that it did not and will not have a major effect on its operations and financial results. Accordingly, the operations associated with the Chiesi divestiture are not reported in discontinued operations. The gain on divestiture recorded during the year ended December 31, 2017 was determined as follows (in thousands): Cash proceeds $ 72,462 Add reimbursement of royalties 5,074 Less net assets sold: Developed technology (42,627 ) Goodwill (15,692 ) Other (5,984 ) Transaction and other costs (5,268 ) Gain on divestiture $ 7,965 Under the terms of its agreement with Chiesi, the Company will continue to pay third parties for the royalties on sales of PROCYSBI and QUINSAIR in the EMEA regions, and Chiesi will reimburse the Company for those royalties. At the date of divestiture, the Company recorded an asset of $5.1 million to “other assets”, which represented the estimated amounts that are expected to be reimbursed from Chiesi for the PROCYSBI and QUINSAIR royalties. These estimated royalties are accrued in “accrued expenses” and “other long-term liabilities”. Transaction and other costs primarily relate to professional and license fees attributable to the divestiture. Licensing Agreement On December 12, 2017, the Company entered into an agreement to license HZN-003 (formerly MEDI4945), a potential next-generation biologic for uncontrolled gout, from MedImmune LLC (“MedImmune”), the global biologics research and development arm of the AstraZeneca Group. HZN-003 is a pre-clinical, genetically engineered uricase derivative with optimized uricase and optimized PEGylation technology that has the potential to improve the response rate to the biologic as well as the potential for subcutaneous dosing. Under the terms of the agreement, the Company agreed to pay MedImmune an upfront cash payment of $12.0 million with additional potential future milestone payments of up to $153.5 million contingent on the satisfaction of certain development and sales thresholds. The $12.0 million upfront payment was accounted for as the acquisition of an asset and was recorded as “research and development” expenses in the consolidated statement of comprehensive income (loss) during the year ended December 31, 2017 and included in “accrued expenses” as of December 31, 2017. The upfront payment was subsequently paid in January 2018. Other Arrangements On January 3, 2019, the Company entered into a collaboration agreement with HemoShear Therapeutics, LLC (“HemoShear”), a biotechnology company, to discover novel therapeutic targets for gout. The collaboration provides the Company with an opportunity to address unmet treatment needs for people with gout by evaluating new targets for the control of serum uric acid levels as well as new targets to address the inflammation associated with acute flares of gout. Under the terms of the agreement, the Company paid HemoShear an upfront cash payment of $2.0 million with additional potential future milestone payments upon commencement of new stages of development, contingent on the Company’s approval at each stage. In June 2019, the Company incurred a $4.0 million progress payment, which was subsequently paid in July 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES The components of inventories as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Raw materials $ 6,750 $ 5,092 Work-in-process 22,465 27,068 Finished goods 24,587 18,591 Inventories, net $ 53,802 $ 50,751 At December 31, 2019, the Company had approximately $3.2 million of raw materials and $3.9 million of work-in-process inventory related to TEPEZZA . |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Deferred charge for taxes on intra-company profit $ 46,388 $ 21,734 Advance payments for inventory 31,203 1,449 Rabbi trust assets 12,704 8,203 Prepaid income taxes 12,583 5,899 Other prepaid expenses and other current assets 40,699 30,933 Prepaid expenses and other current assets $ 143,577 $ 68,218 Advance payments for inventory as of December 31, 2019, represents payments made to the manufacturer of TEPEZZA drug substance. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Leasehold improvements $ 25,985 $ 9,982 Software 14,890 14,843 Machinery and equipment 5,217 4,800 Computer equipment 3,316 2,485 Other 6,334 2,501 55,742 34,611 Less accumulated depreciation (25,848 ) (19,197 ) Construction in process 265 4,687 Property and equipment, net $ 30,159 $ 20,101 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $6.7 million, $6.1 million and $6.6 million, respectively. In February 2020, the Company purchased a three-building campus in Deerfield, Illinois for total cash consideration of $115.0 million. The Deerfield campus totals 70 acres and consists of more than 650,000 square feet of office space. The Company expects to move to the Deerfield campus in the second half of 2020 and market its Lake Forest office for sub-lease. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS Effective January 1, 2019, the Company retrospectively changed its accounting for business combinations, which impacted the carrying amounts of its goodwill and intangible assets. Refer to Note 1 for further detail. Goodwill The gross carrying amount of goodwill as of December 31, 2019 and 2018 was $413.7 million. The table below presents goodwill for the Company’s reportable segments as of December 31, 2019 (in thousands): Orphan and Rheumatology Inflammation Total Goodwill $ 360,745 $ 52,924 $ 413,669 As of December 31, 2019, there were no accumulated goodwill impairment losses. Intangible Assets As of December 31, 2019, the Company’s finite-lived intangible assets consisted of developed technology related to ACTIMMUNE, BUPHENYL, KRYSTEXXA, PENNSAID 2%, PROCYSBI, RAVICTI and RAYOS, as well as customer relationships for ACTIMMUNE. The intangible asset related to VIMOVO developed technology was fully amortized as of December 31, 2019. During the year ended December 31, 2019, in connection with the MIGERGOT transaction, the Company wrote off the remaining net book value of developed technology related to MIGERGOT of $17.0 million. See Note 4 for further details. During the year ended December 31, 2018, in connection with the Immedica transaction, the Company recorded a reduction in the net book value of developed technology related to RAVICTI and AMMONAPS of $4.1 million. See Note 4 for further details. The Company tests its intangible assets for impairment when events or circumstances may indicate that the carrying value of these assets exceeds their fair value. During the year ended December 31, 2018, the Company recorded an impairment of $33.6 million to fully write off the book value of developed technology related to PROCYSBI in Canada and Latin America due primarily to lower anticipated future net sales based on a Patented Medicine Prices Review Board review. The fair value of developed technology was determined using an income approach. The Company also recorded an impairment of $10.6 million during the year ended December 31, 2018, to fully write off the book value of developed technology related to LODOTRA as result of amendments to its license and supply agreements with Jagotec AG (“Jagotec”) Vectura Group plc (“Vectura”). Intangible assets as of December 31, 2019 and December 31, 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Cost Basis Accumulated Amortization Net Book Value Cost Basis Impairment Accumulated Amortization Net Book Value Developed technology $ 2,758,403 $ (1,059,595 ) $ 1,698,808 $ 2,828,648 $ (44,245 ) $ (838,764 ) $ 1,945,639 Customer relationships 8,100 (4,280 ) 3,820 8,100 — (3,470 ) 4,630 Total intangible assets $ 2,766,503 $ (1,063,875 ) $ 1,702,628 $ 2,836,748 $ (44,245 ) $ (842,234 ) $ 1,950,269 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $230.4 million, $243.6 million and $249.5 million, respectively. As of December 31, 2019, estimated future amortization expense was as follows (in thousands): 2020 $ 228,728 2021 221,244 2022 220,071 2023 219,454 2024 218,022 Thereafter 595,109 Total $ 1,702,628 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities / Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Payroll-related expenses $ 84,516 $ 78,555 Allowances for returns 45,082 39,041 Consulting and professional services 32,423 35,799 Accrued royalties 19,985 15,746 Accrued interest 18,709 13,196 Pricing review liability 9,831 9,091 Accrued other 24,688 24,311 Accrued expenses $ 235,234 $ 215,739 |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Payroll-related expenses $ 84,516 $ 78,555 Allowances for returns 45,082 39,041 Consulting and professional services 32,423 35,799 Accrued royalties 19,985 15,746 Accrued interest 18,709 13,196 Pricing review liability 9,831 9,091 Accrued other 24,688 24,311 Accrued expenses $ 235,234 $ 215,739 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 10 – ACCRUED TRADE DISCOUNT S AND REBATES Accrued trade discounts and rebates as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Accrued commercial rebates and wholesaler fees $ 138,272 $ 153,083 Accrued co-pay and other patient assistance 163,641 179,463 Accrued government rebates and chargebacks 164,508 125,217 Accrued trade discounts and rebates $ 466,421 $ 457,763 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 489 3,666 Total customer-related accruals and allowances $ 466,910 $ 461,429 The following table summarizes changes in the Company’s customer-related accruals and allowances during the years ended December 31, 2019 and 2018 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2017 $ 190,485 $ 232,325 $ 93,985 $ 516,795 Current provisions relating to sales during the year ended December 31, 2018 590,316 1,970,714 411,449 2,972,479 Adjustments relating to prior-year sales (667 ) (374 ) (14,787 ) (15,828 ) Payments relating to sales during the year ended December 31, 2018 (436,871 ) (1,791,252 ) (283,124 ) (2,511,247 ) Payments relating to prior-year sales (189,818 ) (231,951 ) (79,001 ) (500,770 ) Balance at December 31, 2018 $ 153,445 $ 179,462 $ 128,522 $ 461,429 Current provisions relating to sales during the year ended December 31, 2019 484,843 1,519,712 503,652 2,508,207 Adjustments relating to prior-year sales (5,296 ) — 11,121 5,825 Payments relating to sales during the year ended December 31, 2019 (346,082 ) (1,356,071 ) (339,603 ) (2,041,756 ) Payments relating to prior-year sales (148,149 ) (179,462 ) (139,184 ) (466,795 ) Balance at December 31, 2019 $ 138,761 $ 163,641 $ 164,508 $ 466,910 |
Segment and Other Information
Segment and Other Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Other Information | NOTE 11 – SEGMENT AND OTHER INFORMATION The Company has two The orphan and rheumatology segment includes the marketed medicines KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE, RAYOS, BUPHENYL and QUINSAIR. The inflammation segment includes the marketed medicines PENNSAID 2%, DUEXIS and VIMOVO and previously included MIGERGOT prior to the MIGERGOT transaction. The Company’s CODM evaluates the financial performance of the Company’s segments based upon segment operating income. Segment operating income is defined as loss before benefit for income taxes adjusted for the items set forth in the reconciliation below. Items below income from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s CODM. Additionally, certain expenses are not allocated to a segment. The Company does not report balance sheet information by segment as no balance sheet by segment is reviewed by the Company’s CODM. The following table reflects net sales by medicine for the Company’s reportable segments (in thousands): Year Ended December 31, 2019 2018 2017 KRYSTEXXA $ 342,379 $ 258,920 $ 156,483 RAVICTI 228,755 226,650 193,918 PROCYSBI 161,941 154,895 137,740 ACTIMMUNE 107,302 105,563 110,993 RAYOS 78,595 61,067 52,125 BUPHENYL 9,806 21,810 20,792 QUINSAIR 817 504 3,442 LODOTRA — 2,067 5,393 Orphan and Rheumatology segment net sales $ 929,595 $ 831,476 $ 680,886 PENNSAID 2% 200,756 190,206 191,050 DUEXIS 115,750 114,672 121,161 VIMOVO 52,106 67,646 57,666 MIGERGOT 1,822 3,570 5,468 Inflammation segment net sales $ 370,434 $ 376,094 $ 375,345 Total net sales $ 1,300,029 $ 1,207,570 $ 1,056,231 The table below provides reconciliations of the Company’s segment operating income to the Company’s total loss before benefit for income taxes (in thousands): Year Ended December 31, 2019 2018 2017 Segment operating income: Orphan and Rheumatology $ 306,333 $ 290,014 $ 241,135 Inflammation 174,869 160,447 149,133 Reconciling items: Amortization and step-up: Intangible amortization expense (230,424 ) (243,634 ) (249,456 ) Inventory step-up expense (89 ) (17,312 ) (119,151 ) Interest expense, net (87,089 ) (121,692 ) (126,523 ) Share-based compensation (91,215 ) (114,860 ) (121,553 ) Impairment of long-lived assets — (46,096 ) (22,270 ) Restructuring and realignment costs (237 ) (15,350 ) (4,883 ) Acquisition/divestiture-related costs (1,032 ) (3,989 ) (177,490 ) Depreciation (6,733 ) (6,126 ) (6,631 ) Litigation settlements (1,000 ) (5,750 ) — Drug substance harmonization costs (457 ) (2,855 ) (10,651 ) Fees relating to term loan refinancing (2,292 ) (937 ) (5,220 ) Foreign exchange gain (loss) 33 (192 ) (260 ) Upfront and milestone payments related to license agreements (9,073 ) (90 ) (12,186 ) Gain on divestiture — — 7,965 Loss on debt extinguishment (58,835 ) — (978 ) Other (expense) income, net (944 ) 841 447 Charges relating to discontinuation of Friedreich's ataxia program (1,076 ) 1,464 (239 ) (Loss) gain on sale of assets (10,963 ) 42,985 — Loss before benefit for income taxes $ (20,224 ) $ (83,132 ) $ (458,811 ) As a result of the change in accounting method described in Note 1, certain adjustments in the above table have been changed from the amounts presented in the reconciliation of the Company’s segment operating income to its total loss before benefit for income taxes as previously reported. The Company’s segment operating income was not impacted by the change in accounting method. The following table presents the amount and percentage of gross sales to customers that represented more than 10% of the Company’s gross sales included in its two reportable segments, and all other customers as a group (in thousands, except percentages): Year ended December 31, 2019 2018 2017 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,414,617 36% $ 1,553,333 36% $ 1,165,591 29% Customer B 757,138 19% 526,398 12% 567,583 14% Customer C 664,454 17% 1,011,996 24% 1,205,268 30% Customer D 391,628 10% 458,074 11% 16,304 0% Other Customers 683,987 18% 714,652 17% 1,103,093 27% Gross Sales $ 3,911,824 100% $ 4,264,453 100% $ 4,057,839 100% Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources (in thousands, except percentages): Year Ended December 31, Year Ended December 31, Year Ended December 31, 2017 Amount % of Total Net Sales Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,292,419 99% $ 1,186,519 98% $ 1,026,527 97% Rest of world 7,610 1% 21,051 2% 29,704 3% Total net sales $ 1,300,029 $ 1,207,570 $ 1,056,231 The following table presents total tangible long-lived assets by location (in thousands): As of December 31, 2019 2018 United States $ 27,497 $ 17,107 Other 2,662 2,994 Total long-lived assets (1) $ 30,159 $ 20,101 (1) Long-lived assets consist of property and equipment. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENTS The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure fair value: Level 1 —Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its money market funds. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of December 31, 2018, the Company’s cash and cash equivalents included bank time deposits which were measured at fair value using Level 2 inputs and their carrying values were approximately equal to their fair values. 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. Other current assets and other long-term liabilities recorded at fair value on a recurring basis are composed of investments held in a rabbi trust and the related deferred liability for deferred compensation arrangements. Quoted prices for this investment, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to deferred compensation arrangements and the related long-term liability are classified as Level 1 measurements in the fair value hierarchy. Assets and liabilities measured at fair value on a recurring basis The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds 1,029,725 — — 1,029,725 Other current assets 12,704 — — 12,704 Total assets at fair value $ 1,042,429 $ — $ — $ 1,042,429 Liabilities: Other long-term liabilities (12,704 ) — — (12,704 ) Total liabilities at fair value $ (12,704 ) $ — $ — $ (12,704 ) December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 6,500 $ — $ 6,500 Money market funds 915,800 — — 915,800 Other current assets 8,203 — — 8,203 Total assets at fair value $ 924,003 $ 6,500 $ — $ 930,503 Liabilities: Other long-term liabilities (8,203 ) — — (8,203 ) Total liabilities at fair value $ (8,203 ) $ — $ — $ (8,203 ) |
Debt Agreements
Debt Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 13 – DEBT AGREEMENTS The Company’s outstanding debt balances as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Term Loan Facility $ 418,026 $ 818,026 2027 Senior Notes 600,000 — 2023 Senior Notes — 475,000 2024 Senior Notes — 300,000 Exchangeable Senior Notes 400,000 400,000 Total face value 1,418,026 1,993,026 Debt discount (59,922 ) (87,038 ) Deferred financing fees (5,263 ) (9,304 ) Total long-term debt and exchangeable notes 1,352,841 1,896,684 Less: long-term debt - current portion — — Long-term debt and exchangeable notes, net of current portion $ 1,352,841 $ 1,896,684 Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2020 $ — 2021 — 2022 (400,000 ) 2023 — 2024 — Thereafter (1,018,026 ) Total $ (1,418,026 ) Term Loan Facility and Revolving Credit Facility On December 18, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.) (the “Borrower”), a wholly owned subsidiary of the Company, borrowed approximately $418.0 million aggregate principal amount of loans (the “December 2019 Refinancing Loans”) pursuant to an amendment (the “December 2019 Refinancing Amendment”) to the credit agreement, dated as of May 7, 2015, by and among the Borrower, the Company and certain of its subsidiaries as guarantors, the lenders party thereto from time to time and Citibank, N.A., as administrative agent and collateral agent, as amended by Amendment No. 1, dated as of October 25, 2016, Amendment No. 2, dated March 29, 2017, Amendment No. 3, dated October 23, 2017, Amendment No. 4, dated October 19, 2018, Amendment No. 5, dated March 11, 2019 and Amendment No. 6, dated May 22, 2019 (the “Term Loan Facility”). Pursuant to Amendment No. 5, the Borrower received $200.0 million aggregate principal amount of revolving commitments (the “Incremental Revolving Commitments”). The Incremental Revolving Commitments were established pursuant to an incremental facility (the “Revolving Credit Facility”) and provide the Borrower with $200.0 million of additional borrowing capacity, which includes a $50.0 million letter of credit sub-facility. The Incremental Revolving Commitments will terminate in March 2024. Borrowings under the Revolving Credit Facility are available for general corporate purposes. As of December 31, 2019, the Revolving Credit Facility was undrawn. As used herein, all references to the “Credit Agreement” are references to the original credit agreement, dated as of May 7, 2015, as amended through the December 2019 Refinancing Amendment. The December 2019 Refinancing Loans were incurred as a separate new class of term loans under the Credit Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the December 2019 Refinancing Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The December 2019 Refinancing Loans bear interest at a rate, at the Borrower’s option, equal to the London Inter-Bank Offered Rate (“LIBOR”), plus 2.25% per annum (subject to a 0.00% LIBOR floor) or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%. The loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. The Credit Agreement provides for (i) the December 2019 Refinancing Loans, (ii) the Revolving Credit Facility, (iii) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain financial and other conditions, and (iv) one or more uncommitted refinancing loan facilities with respect to loans thereunder. The Credit Agreement allows for the Company and certain of its subsidiaries to become additional borrowers under incremental or refinancing facilities. The obligations under the Credit Agreement (including obligations in respect of the December 2019 Refinancing Loans and the Revolving Credit Facility) and any swap obligations and cash management obligations owing to a lender (or an affiliate of a lender) are guaranteed by the Company and each of the Company’s existing and subsequently acquired or formed direct and indirect subsidiaries (other than certain immaterial subsidiaries, subsidiaries whose guarantee would result in material adverse tax consequences and subsidiaries whose guarantee is prohibited by applicable law). The obligations under the Credit Agreement (including obligations in respect of the December 2019 Refinancing Loans and the Revolving Credit Facility) and any related swap and cash management obligations are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Borrower and the guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by the Borrower and guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the Borrower, to 65% of the capital stock of such subsidiaries). The Borrower and the guarantors under the Credit Agreement are individually and collectively referred to herein as a “Loan Party” and the “Loan Parties,” as applicable. The Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of the Credit Agreement with respect to the net proceeds from the Company’s sale of its rights to PROCYSBI and QUINSAIR in the Europe, Middle East and Africa regions to Chiesi Farmaceutici S.p.A. To the extent the Company had not applied such net proceeds to permitted acquisitions (including the acquisition of rights to products and products lines) and/or the acquisition of capital assets within 365 days of the receipt thereof (or committed to so apply and then applied within 180 days after the end of such 365-day period), the Company was required to make a mandatory prepayment under the Credit Agreement in an amount equal to the unapplied net proceeds. In June 2018, the Company repaid $23.5 million under the mandatory prepayment provisions of the Credit Agreement. On March 18, 2019, the Company completed the repayment of $300.0 million of the outstanding principal amount of term loans under the Credit Agreement following the closing of its underwritten public equity offering on March 11, 2019. In July 2019, the Company repaid an additional $100.0 million of term loans under the Credit Agreement following the private placement of the 2027 Senior Notes. Additionally, the Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of the Credit Agreement with respect to the net proceeds from the Immedica transaction. To the extent the Company had not applied such net proceeds to permitted acquisitions (including the acquisition of rights to products and products lines) and/or the acquisition of capital assets within 365 days of the receipt of proceeds from the Immedica transaction (or commit to so apply and then apply within 180 days after the end of such 365-day period), the Company was required to make a mandatory prepayment under the Credit Agreement in an amount equal to the unapplied net proceeds. In March 2019, the Company repaid $35.0 million under the mandatory prepayment provisions of the Credit Agreement which was included in the $300.0 million repayment referred to above. The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium , except that with to the December 2019 Refinancing Loans, a 1% premium will apply to a repayment of the December 2019 Refinancing Loans in connection with a repricing of, or any amendment to the Credit Agreement in a repricing of, such loans effected on or prior to the date that is six months following December 18, 2019 December 2019 Refinancing Loans are due and The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. The Credit Agreement also contains a springing financial maintenance covenant, which requires that the Company maintain a specified leverage ratio at the end of each fiscal quarter. The covenant is tested if both the outstanding loans and letters of credit under the Revolving Credit Facility, subject to certain exceptions, exceed 25% of the total commitments under the Revolving Credit Facility as of the last day of any fiscal quarter. If the Company fails to meet this covenant, the commitments under the Revolving Credit Facility could be terminated and any outstanding borrowings, together with accrued interest, under the Revolving Credit Facility could be declared immediately due and payable. Other events of default under the Credit Agreement include: (i) the failure by the Borrower to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of the Company or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to the Company or any of its material subsidiaries; (vi) certain undischarged judgments against the Company or any of its restricted subsidiaries; (vii) certain ERISA-related events reasonably expected to have a material adverse effect on the Company and its restricted subsidiaries taken as a whole; (viii) certain security interests or liens under the loan documents ceasing to be, or being asserted by the Company or its restricted subsidiaries not to be, in full force and effect; (ix) any loan document or material provision thereof ceasing to be, or any challenge or assertion by any Loan Party that such loan document or material provision is not, in full force and effect; and (x) the occurrence of a change of control. If one or more events of default occurs and continues beyond any applicable cure period, the administrative agent may, with the consent of the lenders holding a majority of the loans and commitments under the facilities, or will, at the request of such lenders, terminate the commitments of the lenders to make further loans and declare all of the obligations of the Loan Parties under the Credit Agreement to be immediately due and payable. The interest on the Term Loan Facility is variable and as of December 31, 2019, the interest rate on the Term Loan Facility was 3.94% and the effective interest rate was 4.31%. As of December 31, 2019, the fair value of the amounts outstanding under the Term Loan Facility was approximately $420.1 million, categorized as a Level 2 instrument, as defined in Note 12. 2027 Senior Notes On July 16, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.), the Company’s wholly owned subsidiary (“HTUSA”), completed a private placement of $600.0 million aggregate principal amount of 5.5% Senior Notes due 2027 (the “2027 Senior Notes”) to several investment banks acting as initial purchasers, who subsequently resold the 2027 Senior Notes to persons reasonably believed to be qualified institutional buyers. The Company used the net proceeds from the offering of the 2027 Senior Notes, together with approximately $65.0 million in cash on hand, to redeem or prepay $625.0 million of its outstanding debt, consisting of (i) the outstanding $225.0 million principal amount of its 6.625 , (ii) the outstanding $300.0 million principal amount of its 8.750 and (iii) $100.0 million of the outstanding principal amount of senior secured term loans under the Credit Agreement, as well as to pay the related premiums and fees and expenses, excluding accrued interest, associated with such redemption and prepayment. The 2027 Senior Notes are HTUSA’s general unsecured senior obligations, rank equally in right of payment with all existing and future senior debt of HTUSA and rank senior in right of payment to any existing and future subordinated debt of HTUSA. The 2027 Senior Notes are effectively subordinate to all of the existing and future secured debt of HTUSA to the extent of the value of the collateral securing such debt. The 2027 Senior Notes are unconditionally guaranteed on a senior basis by the Company and all of the Company’s restricted subsidiaries, other than HTUSA and certain immaterial subsidiaries, that guarantee the Credit Agreement. The guarantees are each guarantor’s senior unsecured obligations and rank equally in right of payment with such guarantor’s existing and future senior debt and senior in right of payment to any existing and future subordinated debt of such guarantor. The guarantees are effectively subordinated to all of the existing and future secured debt of each guarantor, including such guarantor’s guarantee under the Credit Agreement, to the extent of the value of the collateral securing such debt. The guarantees of a guarantor may be released under certain circumstances. The 2027 Senior Notes are structurally subordinated to all of the liabilities of the Company’s subsidiaries that do not guarantee the 2027 Senior Notes. The 2027 Senior Notes accrue interest at an annual rate of 5.5% payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. The 2027 Senior Notes will mature on August 1, 2027, unless earlier exchanged, repurchased or redeemed. Except as described below, the 2027 Senior Notes may not be redeemed before August 1, 2022. Thereafter, some or all of the 2027 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. At any time prior to August 1, 2022, some or all of the 2027 Senior Notes may be redeemed at a price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the redemption date. Also prior to August 1, 2022, up to 40% of the aggregate principal amount of the 2027 Senior Notes may be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2027 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2027 Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The indenture governing the 2027 Senior Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments, incur additional debt and issue certain preferred stock, incur liens on assets, engage in certain asset sales, merge, consolidate with or merge or sell all or substantially all of their assets, enter into transactions with affiliates, designate subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Company. Certain of the covenants will be suspended during any period in which the 2027 Senior Notes receive investment grade ratings. The indenture governing the 2027 Senior Notes also includes customary events of default. As of December 31, 2019, the interest rate on the 2027 Senior Notes was 5.50% and the effective interest rate was 5.76%. As of December 31, 2019, the fair value of the 2027 Senior Notes was approximately $645.8 million, categorized as a Level 2 instrument, as defined in Note 12. 2023 Senior Notes On April 29, 2015, Horizon Pharma Financing Inc. (“Horizon Financing”), a wholly owned subsidiary of the Company, completed a private placement of $475.0 million aggregate principal amount of 2023 Senior Notes to certain investment banks acting as initial purchasers who subsequently resold the 2023 Senior Notes to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act. The net proceeds from the offering of the 2023 Senior Notes were approximately $462.3 million, after deducting the initial purchasers’ discount and offering expenses payable by Horizon Financing. In connection with the closing of the acquisition of Hyperion Therapeutics, Inc. (“Hyperion”) on May 7, 2015, Horizon Financing merged with and into Horizon Pharma, Inc. (“HPI”) and on October 31, 2018, HPI merged with and into HTUSA. As a result, the 2023 Senior Notes became the general unsecured senior obligations of HTUSA, which was previously a guarantor under the 2023 Senior Notes. The obligations under the 2023 Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by the Company and all of the Company’s direct and indirect subsidiaries that were guarantors from time to time under the Credit Agreement. The Company redeemed $250.0 million of 2023 Senior Notes on May 1, 2019. In connection with this early redemption, the Company paid a premium of $8.3 million on May 1, 2019. Following this redemption, $225.0 million of the 2023 Senior Notes remained outstanding. On August 9, 2019, the Company redeemed the remaining $225.0 million of 2023 Senior Notes. In connection with this early redemption, the Company paid a premium of $7.5 million on August 9, 2019. 2024 Senior Notes On October 25, 2016, HPI and HTUSA (together, in such capacity, the “2024 Issuers”) The net proceeds from the offering of the 2024 Senior Notes were approximately $291.9 million, after deducting the initial purchasers’ discount and offering expenses payable by the 2024 Issuers. On October 31, 2018, HPI merged with and into HTUSA, and as a result, HPI’s obligations as co-issuer under the 2024 Senior Notes became HTUSA’s general unsecured senior obligations. The obligations under the 2024 Senior Notes were HTUSA’s general unsecured senior obligations and were fully and unconditionally guaranteed on a senior unsecured basis by the Company and all of the Company’s direct and indirect subsidiaries that were guarantors from time to time under the Credit Agreement. On August 9, 2019, the Company redeemed all $300.0 million of 2024 Senior Notes. In connection with this early redemption, the Company paid a premium of $23.7 million on August 9, 2019. Exchangeable Senior Notes On March 13, 2015, Horizon Investment completed a private placement of $400.0 million aggregate principal amount of Exchangeable Senior Notes to certain investment banks acting as initial purchasers who subsequently resold the Exchangeable Senior Notes to qualified institutional buyers as defined in Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Senior Notes were approximately $387.2 million, after deducting the initial purchasers’ discount and offering expenses payable by Horizon Investment. The Exchangeable Senior Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company (the “Guarantee”). The Exchangeable Senior Notes and the Guarantee are Horizon Investment’s and the Company’s senior unsecured obligations. The Exchangeable Senior Notes accrue interest at an annual rate of 2.50% payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The Exchangeable Senior Notes will mature on March 15, 2022, unless earlier exchanged, repurchased or redeemed. The initial exchange rate is 34.8979 ordinary shares of the Company per $1,000 principal amount of the Exchangeable Senior Notes (equivalent to an initial exchange price of approximately $28.66 per ordinary share). 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 corporate events that occur prior to the maturity date or upon a tax redemption, Horizon Investment will increase the exchange rate for a holder who elects to exchange its Exchangeable Senior Notes in connection with such a corporate event or a tax redemption in certain circumstances. Other than as described below, the Exchangeable Senior Notes may not be redeemed by the Company. Issuer Redemptions: Optional Redemption for Changes in the Tax Laws of a Relevant Taxing Jurisdiction Horizon Investment may redeem the Exchangeable Senior Notes at its option, prior to March 15, 2022, in whole but not in part, in connection with certain tax-related events. Provisional Redemption Horizon Investment may redeem for cash all or a portion of the Exchangeable Senior Notes if the last reported sale price of ordinary shares of the Company has been at least 130% of the exchange price then in effect for at least twenty trading days whether or not consecutive) during any thirty consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Horizon Investment provide written notice of redemption. The redemption price will be equal to 100% of the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date; provided that if the redemption date occurs after a regular record date and on or prior to the corresponding interest payment date, Horizon Investment will pay the full amount of accrued and unpaid interest due on such interest payment date to the record holder of the Exchangeable Senior Notes on the regular record date corresponding to such interest payment date, and the redemption price payable to the holder who presents an Exchangeable Senior Note for redemption will be equal to 100% of the principal amount of such Exchangeable Senior Note. Holder Exchange Rights: Holders may exchange all or any portion of their Exchangeable Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2021 only upon satisfaction of one or more of the following conditions: 1. Exchange upon Satisfaction of Sale Price Condition 2. Exchange upon Satisfaction of Trading Price Condition 3. Exchange upon Notice of Redemption As of December 31, 201 9 , none of the above conditions had been satisfied and no exchange of Exchangeable Senior Notes had been triggered. On or after December 15, 2021, a holder may exchange all or any portion of its Exchangeable Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon exchange, Horizon Investment will settle exchanges of the Exchangeable Senior Notes by paying or causing to be delivered, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at its election. The Company recorded the Exchangeable Senior Notes under the guidance in ASC Topic 470-20, Debt with Conversion and Other Options, As of December 31, 2019, the interest rate on the Exchangeable Senior Notes was 2.50% and the effective interest rate was 8.88%. As of December 31, 2019, the fair value of the Exchangeable Senior Notes was approximately $528.2 million, categorized as a Level 2 instrument, as defined in Note 12. Loss on debt extinguishment During the year ended December 31, 2019, the Company recorded a loss on debt extinguishment of $58.8 million in the consolidated statement of comprehensive income (loss), which reflected the early redemption premiums and the write-off of the deferred financing fees and debt discount fees related to the prepayment of $775.0 million of the 2023 Senior Notes and 2024 Senior Notes and the write-off of the deferred financing fees and debt discount fees related to the $400.0 million of term loan repayments. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Obligations | NOTE 14 – LEASE OBLIGATIONS As discussed in Note 2, the Company elected the Topic 842 transition provision that allows entities to continue to apply the legacy guidance in Topic 840, Leases, including its disclosure requirements, in the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented as of and for the twelve-month period ended December 31, 2019 only. The Company has the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois 160,000 March 31, 2031 Novato, California 61,000 August 31, 2021 South San Francisco, California 20,000 January 31, 2030 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2020 Other 12,400 May 31, 2020 to September 15, 2022 The above table does not include details of an agreement to lease entered into on October 14, 2019, relating to approximately 63,000 square feet of office space under construction in Dublin, Ireland. Lease commencement will begin when construction of the offices are completed by the lessor and the Company has access to begin the construction of leasehold improvements. The Company expects to incur leasehold improvement costs during 2020 and 2021 in order to prepare the building for occupancy. As of December 31, 2019, the Company held $39.8 million of right-of-use lease assets, $4.4 million of the current portion of lease liabilities and $46.5 million of long-term lease liabilities. The Company recognizes rent expense on a monthly basis over the lease term based on a straight-line method. Rent expense was $6.2 million, $5.6 million and $6.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the Company’s consolidated balance sheet as of December 31, 2019 (in thousands): 2020 $ 7,804 2021 7,116 2022 5,940 2023 5,867 2024 6,485 Thereafter 39,607 Total lease payments 72,819 Imputed interest (21,935 ) Total operating lease liabilities $ 50,884 The weighted-average discount rate and remaining lease term for operating leases as of December 31, 2019 was 7.11% and 10.4 years, respectively. The following table, which was included in the Company’s 2018 Annual Report on Form 10-K, depicts the minimum future cash payments due under lease obligations at December 31, 2018 (in thousands): 2019 $ 6,228 2020 6,680 2021 5,788 2022 4,565 2023 4,442 Thereafter 36,696 Total $ 64,399 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 1 5 – COMMITMENTS AND CONTINGENCIES Purchase Commitments Under the Company’s agreement with AGC Biologics A/S (formerly known as CMC Biologics A/S) (“AGC Biologics”), the Company has agreed to purchase certain minimum annual order quantities of TEPEZZA drug substance. In addition, the Company must provide AGC Biologics with rolling forecasts of TEPEZZA drug substance requirements, with a portion of the forecast being a firm and binding order. Under the Company’s agreement with Catalent Indiana, LLC (“Catalent”), the Company must provide Catalent with rolling forecasts of TEPEZZA drug product requirements, with a portion of the forecast being a firm and binding order. At December 31, 2019, the Company had binding purchase commitments with AGC Biologics for TEPEZZA drug substance of €66.3 million ($74.3 million converted at an exchange rate as of December 31, 2019 of 1.1215), to be delivered through the second half of 2021. In addition, the Company had binding purchase commitments with Catalent for TEPEZZA drug product of $7.7 million, to be delivered through December 2020. Patheon Pharmaceuticals Inc. (“Patheon”) is obligated to manufacture PROCYSBI for the Company through December 31, 2021. The Company must provide Patheon with rolling, non-binding forecasts of PROCYSBI, with a portion of the forecast being a firm written order. Cambrex Profarmaco Milano (“Cambrex”) is obligated to manufacture PROCYSBI active pharmaceutical ingredient (“API”) for the Company through November 2, 2020. The Company must provide Cambrex with rolling, non-binding forecasts, with a portion of the forecast being the minimum floor of the firm order that must be placed. At December 31, 2019, the Company had a binding purchase commitment with Patheon for PROCYSBI of $3.1 million, to be delivered through March 2020 and with Cambrex for PROCYSBI API of $0.6 million, to be delivered through February 2020. Under an agreement with Boehringer Ingelheim Biopharmaceuticals GmbH (“Boehringer Ingelheim Biopharmaceuticals”), Boehringer Ingelheim Biopharmaceuticals is required to manufacture and supply ACTIMMUNE and IMUKIN to the Company. Following the IMUKIN sale, purchases of IMUKIN inventory are expected to be onward sold to Clinigen. The Company is required to purchase minimum quantities of finished medicine during the term of the agreement, which term extends to at least June 30, 2024. As of December 31, 2019, the minimum binding purchase commitment to Boehringer Ingelheim Biopharmaceuticals was $15.6 million (converted using a Dollar-to-Euro exchange rate of 1.1215) through July 2024. As of December 31, 2019, the Company also committed to incur an additional $0.7 million for the harmonization of the drug substance manufacturing process with Boehringer Ingelheim Biopharmaceuticals. Under the Company’s agreement with Bio-Technology General (Israel) Ltd (“BTG Israel”), the Company has agreed to purchase certain minimum annual order quantities and is obligated to purchase at least 80 percent of its annual world-wide bulk product requirements for KRYSTEXXA from BTG Israel. The term of the agreement runs until December 31, 2030, and will automatically renew for successive three-year f the manufacture of the is moved out of Israel, the Company may be required to obtain the approval of the Israel Innovation Authority (formerly known as Israeli Office of the Chief Scientist) (“IIA”) because certain KRYSTEXXA intellectual property was initially developed with a grant funded by the IIA. Jagotec or its affiliates are required to manufacture and supply RAYOS exclusively to the Company in bulk. The earliest the agreement can expire is December 31, 2023, and the minimum purchase commitment is in force until December 2023. At December 31, 2019, the minimum purchase commitment based on tablet pricing in effect under the agreement was $3.2 million through December 2023. Additionally, purchase orders relating to the manufacture of RAYOS of $0.3 million were outstanding at December 31, 2019. Effective January 1, 2019, the Company amended its license and supply agreements with Jagotec and Skyepharma AG, which are affiliates of Vectura. Under these amendments, from January 1, 2020, the Company is no longer subject to a minimum purchase commitment in respect of the supply agreement with Jagotec. Nuvo Pharmaceuticals Inc. (formerly known as Nuvo Research Inc.) (“Nuvo”) is obligated to manufacture and supply PENNSAID 2% to the Company. The term of the supply agreement is through December 31, 2029 , but the agreement may be terminated earlier by either party for any uncured material breach by the other party of its obligations under the supply agreement or upon the bankruptcy or similar proceeding of the other party. At least ninety days prior to the first day of each calendar month during the term of the supply agreement, the Company submits a binding written purchase order to Nuvo for PENNSAID 2% in minimum batch quantities. At December 31, 201 9 , the Company had a binding purchase commitment with Nuvo for PENNSAID 2% of $ 2.0 million, to be delivered through March 20 20 . Sanofi-Aventis U.S. LLC (“Sanofi-Aventis U.S.”) is obligated to manufacture and supply DUEXIS to the Company in final, packaged form and the Company is obligated to purchase DUEXIS exclusively from Sanofi-Aventis U.S. for the commercial requirements of DUEXIS in North America, South America and certain countries and territories in Europe, including the European Union (“EU”) member states and Scandinavia. The agreement term extends until May 2021 and automatically renews for successive two-year Excluding the above, additional purchase orders and other commitments relating to the manufacture of RAVICTI, BUPHENYL and QUINSAIR of $2.6 million were outstanding at December 31, 2019. Royalty and Milestone Agreements KRYSTEXXA Under the terms of a license agreement with Duke and MVP, the Company is obligated to pay Duke a mid-single-digit royalty on its global net sales of KRYSTEXXA and a royalty of between 5% and 15% on any global sublicense revenue. The Company is also obligated to pay MVP a mid-single-digit royalty on its net sales of KRYSTEXXA outside of the United States and a royalty of between 5% and 15% on any sublicense revenue outside of the United States. RAVICTI Under the terms of an asset purchase agreement with Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.) (“Bausch”), the Company is obligated to pay to Bausch mid single-digit royalties on its global net sales of RAVICTI. Under the terms of a license agreement with aul W. Brusilow, M.D. and Brusilow Enterprises (“Brusilow”), PROCYSBI Under the terms of an amended and restated license agreement with The Regents of the University of California, San Diego (“UCSD”), as amended, the Company is obligated to pay to UCSD tiered low to mid-single-digit royalties on its net sales of PROCYSBI, including a minimum annual royalty in an amount less than $0.1 million. The Company must also pay of any fees it receives from its sublicensees under the agreement that are not earned royalties. The Company may also be obligated to pay UCSD aggregate developmental milestone payments of $0.3 million and aggregate regulatory milestone payments of $1.8 million for each orphan indication, and aggregate developmental milestone payments of $0.8 million and aggregate regulatory milestone payments of $3.5 million for each non-orphan indication. ACTIMMUNE Under a license agreement, as amended, with Genentech Inc. (“Genentech”), who was the original developer of ACTIMMUNE, the Company is obligated to pay a low single digit royalty to Genentech on its annual net sales of ACTIMMUNE. Under the terms of an assignment and option agreement with Connetics Corporation (which was the predecessor parent company to InterMune Pharmaceuticals Inc. and is now part of GlaxoSmithKline), (“Connetics”), the Company is obligated to pay low single-digit royalties to Connetics on the Company’s net sales of ACTIMMUNE in the United States. RAYOS and LODOTRA During the years ended December 31, 2018 and 2017, the Company was obligated to pay Vectura a mid-single digit percentage royalty on its adjusted gross sales of RAYOS and LODOTRA and on any sub-licensing income, which includes any payments not calculated based on the adjusted gross sales of RAYOS and LODOTRA, such as license fees, and lump sum and milestone payments. Under certain amendments to the Company’s license and supply agreements with Vectura, the royalty payable by the Company to Vectura in respect of RAYOS sales in North America is amended whereby, effective January 1, 2019, the Company is obligated to pay Vectura a mid-teens percentage royalty on its net sales, subject to a minimum royalty of $8.0 million per year, with the minimum royalty requirement expiring on December 31, 2022. In addition, under the amendments, the Company ceased recording LODOTRA revenue and is no longer required to pay a royalty in respect of LODOTRA. VIMOVO The Company is required to pay Nuvo (formerly Aralez Pharmaceuticals Inc.) a 10 percent royalty on net sales of VIMOVO and other medicines sold by the Company, its affiliates or sublicensees during the royalty term that contain gastroprotective agents in a single fixed combination oral solid dosage form with nonsteroidal anti-inflammatory drugs, subject to minimum annual royalty obligations of $7.5 million. These minimum royalty obligations will continue for each year during which one of Nuvo’s patents covers such medicines in the United States and there are no competing medicines in the United States. The royalty rate may be reduced to a mid-single digit royalty rate as a result of loss of market share to competing medicines. The Company’s obligation to pay royalties to Nuvo will expire upon the later of (a) expiration of the last-to-expire of certain patents covering such medicines in the United States, and (b) ten years after the first commercial sale of such medicines in the United States. TEPEZZA Under the agreement for the acquisition of River Vision Development Corp., the Company is required to pay up to $325.0 million upon the attainment of various milestones, composed of $100.0 million related to FDA approval and $225.0 million related to net sales thresholds for TEPEZZA. The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). Under the Company’s license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”), the Company is required to pay Roche up to CHF103.0 million ($106.5 million when converted using a CHF-to-Dollar exchange rate at December 31, 2019 of 1.0336) upon the attainment of various development, regulatory and sales milestones for TEPEZZA. During the years ended December 31, 2019 and 2017, CHF2.0 million was paid in relation to these milestones. The Company will make a milestone payment of CHF5.0 million ($5.2 million when converted using a CHF-to-Dollar exchange rate at December 31, 2019 of 1.0336), during the first quarter of 2020. The agreement with Roche also includes pay tiered royalties on annual worldwide net sales between 9 and 12 percent. Under the Company’s license agreement with Lundquist Institute (formerly known as Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center) (“Lundquist”), the Company is required to pay Lundquist a royalty payment of less than 1 percent of TEPEZZA net sales. Under the Company’s license agreement with Boehringer Ingelheim Biopharmaceuticals, the Company is required to pay Boehringer Ingelheim Biopharmaceuticals milestone payments totaling low-single-digit million euros upon the achievement of certain TEPEZZA sales milestones. For all of the royalty agreements entered into by the Company, a total royalty expense of $71.5 million was recorded in cost of goods sold in the consolidated statements of comprehensive income (loss) during the year ended December 31, 2019. A total net expense of $66.6 million was recorded during the year ended December 31, 2018, of which an expense of $68.5 million was recorded in “cost of goods sold” and a reduction of $1.9 million was recorded in “selling, general and administrative” expenses in the consolidated statements of comprehensive income (loss). A total net expense of $73.5 million was recorded during the year ended December 31, 2017, of which $72.8 million was recorded in “cost of goods sold” and $0.7 million was recorded in “selling, general and administrative” expenses in the consolidated statements of comprehensive income (loss). Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, the Company from time to time has billing disputes with vendors in which amounts invoiced are not in accordance with the terms of their contracts. In November 2015, the Company received a subpoena from the U.S. Attorney’s Office for the Southern District of New York requesting documents and information related to its patient assistance programs and other aspects of its marketing and commercialization activities. The Company is unable to predict how long this investigation will continue or its outcome, but it anticipates that it may continue to incur significant costs in connection with the investigation, regardless of the outcome. The Company may also become subject to similar investigations by other governmental agencies. The investigation by the U.S. Attorney’s Office and any additional investigations of the Company’s patient assistance programs and sales and marketing activities may result in damages, fines, penalties or other administrative sanctions against the Company. On March 5, 2019, the Company received a civil investigative demand (“CID”) from the United States Department of Justice (“DOJ”) pursuant to the Federal False Claims Act regarding assertions that certain of the Company’s payments to pharmacy benefit managers (“PBMs”) were potentially in violation of the Anti-Kickback Statute. The CID requests certain documents and information related to the Company’s payments to PBMs, pricing and the Company’s patient assistance program regarding DUEXIS, VIMOVO and PENNSAID 2%. The Company is cooperating with the investigation. While the Company believes that its payments and programs are compliant with the Anti-Kickback Statute, no assurance can be given as to the timing or outcome of the DOJ’s investigation, or that it will not result in a material adverse effect on the Company’s business. Other Agreements On December 12, 2017, the Company entered into an agreement to license HZN-003 (formerly MEDI4945), a rheumatology pipeline program with the objective of enhancing the Company’s leadership position in the uncontrolled gout market, from MedImmune. Under the terms of the agreement, the Company paid MedImmune an upfront cash payment of $12.0 million. Under the license agreement, the Company is required to pay up to $153.5 million upon the attainment of various milestones linked to the initiation of clinical trials and the attainment of net sales thresholds, and royalties on net sales. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company may record charges in the future as a result of these indemnification obligations. In accordance with its memorandum and articles of association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. Additionally, the Company has entered into, and intends to continue to enter into, separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. The Company also has a director and officer insurance policy that enables it to recover a portion of any amounts paid for current and future potential claims. All of the Company’s officers and directors have also entered into separate indemnification agreements with HTUSA. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 1 6 - LEGAL PROCEEDINGS PENNSAID 2% On November 13, 2014, the Company received a Paragraph IV Patent Certification from Watson Laboratories, Inc., now known as Actavis Laboratories UT, Inc. (“Actavis UT”), advising that Actavis UT had filed an Abbreviated New Drug Application (“ANDA”) with the FDA for a generic version of PENNSAID 2%. On December 23, 2014, June 30, 2015, August 11, 2015 and September 17, 2015, the Company filed four separate suits against Actavis UT and Actavis plc (collectively “Actavis”), in the United States District Court for the District of New Jersey, with each of the suits seeking an injunction to prevent approval of the ANDA. The lawsuits alleged that Actavis has infringed nine of the Company’s patents covering PENNSAID 2% by filing an ANDA seeking approval from the FDA to market a generic version of PENNSAID 2% prior to the expiration of certain of the Company’s patents listed in the FDA’s Orange Book (the “Orange Book”). These four suits were consolidated into a single suit. On October 27, 2015 and on February 5, 2016, the Company filed two additional suits against Actavis, in the United States District Court for the District of New Jersey, for patent infringement of three additional Company patents covering PENNSAID 2%. On August 17, 2016, the District Court issued a Markman Markman On August 18, 2016, the Company filed suit in the United States District Court for the District of New Jersey against Actavis for patent infringement of four of the Company’s newly issued patents covering PENNSAID 2%. All four of such patents are listed in the Orange Book. This litigation is currently stayed by agreement of the parties. The Company received from Actavis a Paragraph IV Patent Certification notice, dated September 27, 2016, against an additional newly issued patent covering PENNSAID 2%, advising that Actavis had filed an ANDA with the FDA for a generic version of PENNSAID 2%. The subject patent is listed in the Orange Book. On March 29, 2019, the Company received notice from Aurolife Pharma, Inc. (“Aurolife”) that it had filed an ANDA with the FDA seeking approval of a generic version of PENNSAID 2%. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering PENNSAID 2% are invalid and/or will not be infringed by Aurolife’s manufacture, use or sale of its generic version of PENNSAID 2%. DUEXIS On May 29, 2018, the Company received notice from Alkem Laboratories, Inc. (“Alkem”) that it had filed an ANDA with the FDA seeking approval of a generic version of DUEXIS. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Alkem’s manufacture, use or sale of the medicine for which the ANDA was submitted. The Company filed suit in the United States District Court of Delaware against Alkem on July 9, 2018, seeking an injunction to prevent the approval of Alkem’s ANDA and/or to prevent Alkem from selling a generic version of DUEXIS. The litigation is scheduled for a bench trial beginning on September 14, 2020. On September 27, 2018, the Company received notice from Teva Pharmaceuticals USA, Inc. (“Teva”) that it had filed an ANDA with the FDA seeking approval of a generic version of DUEXIS. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Teva’s manufacture, use or sale of its generic version of DUEXIS. VIMOVO Currently, patent litigation is pending in the United States District Court for the District of New Jersey and the Court of Appeals for the Federal Circuit against Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd. (collectively, “Dr. Reddy’s”) which seeks to market VIMOVO prior to the expiration of certain of the Company’s patents listed in the Orange Book. Settlements have been reached with three other generic companies: (i) Teva Pharmaceuticals Industries Limited (formerly known as Actavis Laboratories FL, Inc., which itself was formerly known as Watson Laboratories, Inc. – Florida) and Actavis Pharma, Inc. (collectively, “Actavis Pharma”) (ii) Lupin; and (iii) Mylan Pharmaceuticals Inc., Mylan Laboratories Limited, and Mylan Inc. (collectively, “Mylan”). Under the Settlement Agreements, the license entry date is now August 1, 2024; however, all three may be able to enter the market earlier in certain circumstances. The Company understands that Dr. Reddy’s has entered into a settlement with AstraZeneca with respect to patent rights directed to Nexium ® The VIMOVO cases were filed on April 21, 2011, July 25, 2011, October 28, 2011, January 4, 2013, May 10, 2013, June 28, 2013, October 23, 2013, May 13, 2015 and November 24, 2015 and collectively include allegations of infringement of certain of the Company’s patents covering VIMOVO. The District Court consolidated all of the cases pending against the generic companies into two separate cases for purposes of discovery. The District Court entered final judgment for one of the consolidated cases on July 21, 2017, upholding the validity of U.S. Patent No. 6,926,907 (the “‘907 patent”) and U.S. Patent No. 8,557,285 (the “‘285 patent”), and finding the generic products would infringe one or both of the two patents. Both sides appealed the District Court’s judgment to the Court of Appeals for the Federal Circuit. On May 15, 2019, the Federal Circuit reversed the District Court’s judgment in favor of the Company, and entered judgment that the ‘285 and ‘907 patents are invalid for lack of a sufficient written description. On July 30, 2019, the Federal Circuit Court of Appeals denied the Company’s request for a rehearing of the Court’s invalidity ruling against the ‘285 and ‘907 patents for VIMOVO coordinated-release tablets. As a result, the District Court entered judgment invalidating the ‘285 and ‘907 patents in September 2019, which could subsequently result in Dr. Reddy’s initiating an at-risk launch of a generic version of VIMOVO. On February 18, 2020, the FDA granted final approval for Dr. Reddy’s generic version of VIMOVO. The Company anticipates that Dr. Reddy’s will immediately launch its product at-risk notwithstanding the ongoing patent litigation. The Company continues to assert claims of infringement against Dr. Reddy’s based on U.S. Patent No. 8,858,996 (the “‘996 patent”) and U.S. Patent No. 9,161,920 (the “‘920 patent”) in the District Court. On November 19, 2018, the District Court granted Dr. Reddy’s and Mylan’s summary judgment ruling that U.S Patent Numbers 9,220,698 and 9,393,208 are invalid, and on January 21, 2019, it entered final judgment against the ‘698, ‘208, and U.S. Patent Number 8,945,621. On February 21, 2019, the Company appealed the adverse judgments on the ‘208 and ‘698 patents to the Federal Circuit Court of Appeals. On December 4, 2017, Mylan filed a Petition for inter partes review (“IPR”) against the ‘208 patent. The Patent Trial and Appeals Board (“ PTAB ”) instituted an IPR proceeding on Mylan’s Petition on June 14, 2018. On July 2, 2018, Dr. Reddy’s file d a motion seeking to join Mylan’s ‘208 IPR. On April 1, 2019, the PTAB granted Dr. Reddy’s request to join the Mylan ‘208 IPR. On September 6, 2019, the PTAB issued a Final Written Decision invalidating the ‘208 patent on the basis of obviousness. On November 18, 2019, the Company filed an appeal with the Federal Circuit Court of Appeals to review the PTAB’s ruling invalidating the ‘208 patent. On August 20, 2019, the Company received notice from Ajanta Pharma LTD (“Ajanta”) that it had filed an ANDA with the FDA seeking approval of a generic version of VIMOVO. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering VIMOVO are invalid and/or will not be infringed by Ajanta’s manufacture, use or sale of the medicine for which the ANDA was submitted. The Company filed suit in the United States District Court of New Jersey against Ajanta on September 30, 2019, seeking an injunction to prevent the approval of Ajanta’s ANDA and/or to prevent Ajanta from selling a generic version of VIMOVO. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 17 – SHAREHOLDERS’ EQUITY On February 28, 2019, the Company entered into a Rights Agreement (the “Rights Agreement”), with Computershare Trust Company, N.A., as rights agent. The Board of Directors of the Company (the “Board”) has authorized the issuance of one ordinary share purchase right (a “Right”) for each outstanding ordinary share of the Company. Each Right represents the right to purchase one-fifth The Board has adopted the Rights Agreement to enable all shareholders of the Company to realize the long-term value of their investment in the Company and to guard against attempts to acquire control of the Company at an inadequate price. In general terms, the Rights Agreement works by causing significant dilution to any person or group that acquires 10% (or 15% in the case of an existing “13G Investor” as defined in the Rights Agreement) or more of the outstanding ordinary shares of the Company without the prior approval of the Board. The Rights Agreement is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all shareholders. Rather, the Rights Agreement aims to provide the Board with adequate time to fully assess any takeover proposal and therefore comply with its fiduciary duties and to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover. The Rights Agreement was adopted in response to the takeover environment in general, particularly in light of the Company’s evolution into a biopharma company focused on rare diseases and rheumatology, the Phase 3 clinical trial results of its rare disease medicine candidate TEPEZZA announced on February 28, 2019 and the market opportunity for KRYSTEXXA and TEPEZZA and was not in response to any specific approach to the Company or perceived imminent takeover proposal for the Company. The issuance of Rights is not taxable to the Company or to shareholders and does not affect reported earnings per share. During the year ended December 31, 2019, the Company issued an aggregate of 14.1 million of ordinary shares in connection with the closing of its underwritten public equity offering on March 11, 2019. The Company received a total of approximately $326.8 million after deducting underwriting discounts and other estimated offering expenses payable by the Company in connection with such offering. During the year ended December 31, 2019, the Company issued an aggregate of 5.1 million of ordinary shares in connection with stock option exercises, the vesting of restricted stock units and performance stock units, and employee share purchase plan purchases. The Company received a total of $36.2 million in net proceeds in connection with such issuances. During the year ended December 31, 2019, the Company made payments of $31.6 million for employee withholding taxes relating to share-based awards. On May 2, 2019, the shareholders of the Company approved an increase in the Company’s authorized share capital of an additional 300,000,000 ordinary shares of nominal value $0.0001 per share. On May 2, 2019, the shareholders of the Company approved the renewal of the Board’s existing authority to allot and issue ordinary shares for cash and non-cash considerations under Irish law for a five-year |
Share-Based and Long-Term Incen
Share-Based and Long-Term Incentive Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Long-Term Incentive Plans | NOTE 18 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS Employee Stock Purchase Plan 2014 Employee Stock Purchase Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). On September 18, 2014, at a special meeting of the stockholders of HPI (the “Special Meeting”), HPI’s stockholders approved the 2014 ESPP. Upon consummation of the Company’s merger transaction with Vidara (the “Vidara Merger”), the Company assumed the 2014 ESPP. As of December 31, 2019, an aggregate of 1,236,775 ordinary shares were authorized and available for future issuance under the 2014 ESPP. Share-Based Compensation Plans 2005 Stock Plan . In October 2005, HPI adopted the 2005 Stock Plan (the “2005 Plan”). Upon the signing of the underwriting agreement related to HPI’s initial public offering, on July 28, 2011, no further option grants were made under the 2005 Plan. All stock awards granted under the 2005 Plan prior to July 28, 2011 continue to be governed by the terms of the 2005 Plan. Upon consummation of the Vidara Merger, the Company assumed the 2005 Plan. 2011 Equity Incentive Plan . In July 2010, HPI’s board of directors adopted the 2011 Equity Incentive Plan (the “2011 EIP”). In June 2011, HPI’s stockholders approved the 2011 EIP, and it became effective upon the signing of the underwriting agreement related to HPI’s initial public offering on July 28, 2011. Upon consummation of the Vidara Merger, the Company assumed the 2011 EIP, and upon the effectiveness of the Horizon Therapeutics Public Limited Company 2014 Equity Incentive Plan (the “2014 EIP”), no additional stock awards were or will be made under the 2011 Plan, although all outstanding stock awards granted under the 2011 Plan continue to be governed by the terms of the 2011 Plan. 2014 Equity Incentive Plan and 2014 Non-Employee Equity Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 EIP and the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan (the “2014 Non-Employee Equity Plan”). At the Special Meeting, HPI’s stockholders approved the 2014 EIP and 2014 Non-Employee Equity Plan. Upon consummation of the Vidara Merger, the Company assumed the 2014 EIP and 2014 Non-Employee Equity Plan, which serve as successors to the 2011 EIP. The 2014 EIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other stock awards that may be settled in cash, shares or other property to the employees of the Company (or a subsidiary company). During the year ended December 31, 2017, the compensation committee of the Company’s board of directors (the “Compensation Committee”) approved an amendment to the 2014 EIP to reserve additional shares to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company) (the “2017 Inducement Pool”), as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules, (“Rule 5635(c)(4)”). The 2014 EIP was amended by the Compensation Committee without shareholder approval pursuant to Rule 5635(c)(4). An amendment to the 2014 EIP increasing the number of ordinary shares that may be issued under the 2014 EIP by 10,800,000 ordinary shares was approved by the Compensation Committee on February 21, 2018 and by the shareholders of the Company on May 3, 2018. On February 20, 2019, the Compensation Committee approved, subject to shareholder approval, an amendment to the 2014 EIP, increasing the number of ordinary shares that may be issued under the 2014 EIP by 9,000,000 ordinary shares, subject to adjustment for certain changes in our capitalization. On May 2, 2019, the shareholders of the Company approved such amendment to the 2014 EIP. The 2014 Non-Employee Equity Plan provides for the grant of non - statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of stock awards that may be settled in cash, shares or other property to the non-employee directors and consultants of the Company (or a subsidiary company). The Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. On February 20, 2019, the Compensation Committee approved, subject to shareholder approval, an amendment to the 2014 Non-Employee Equity Plan, increasing the number of ordinary shares that may be issued under the 2014 Non-Employee Equity Plan by 750,000 ordinary shares, subject to adjustment for certain changes in our capitalization. On May 2, 2019, the shareholders of the Company approved such amendment to the 2014 Non-Employee Equity Plan. As of December 31, 2019, an aggregate of 9,087,671 ordinary shares were authorized and available for future grants under the 2014 EIP, of which 424,421 shares relate to the 2017 Inducement Pool. As of December 31, 2019, 698,491 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Equity Plan. Stock Options The following table summarizes stock option activity during the year ended December 31, 2019: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2018 11,827,765 $ 19.06 6.24 $ 37,257 Granted 69,752 29.52 Exercised (1,863,093 ) 13.31 Forfeited (118,982 ) 22.32 Expired (351,240 ) 28.98 Outstanding as of December 31, 2019 9,564,202 19.85 5.43 156,270 Exercisable as of December 31, 2019 8,986,221 $ 19.99 5.29 $ 145,621 Stock options typically have a contractual term of ten years from grant date. The following table summarizes the Company’s outstanding stock options at December 31, 2019: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $2.01 - $4.00 240,451 $ 2.83 2.66 240,451 $ 2.83 2.66 $4.01- $8.00 267,898 6.97 2.98 267,898 6.97 2.98 $8.01 - $12.00 317,975 9.07 4.44 317,975 9.07 4.44 $12.01 - $17.00 1,976,577 14.30 5.81 1,757,320 14.26 5.59 $17.01 - $22.00 1,822,998 18.07 6.35 1,534,026 18.20 6.22 $22.01 - $28.00 2,928,868 22.28 5.15 2,928,868 22.28 5.15 $28.01 - $36.00 2,009,435 28.86 5.43 1,939,683 28.84 5.27 9,564,202 $ 19.85 5.43 8,986,221 $ 19.99 5.29 During the years ended December 31, 2019, 2018 and 2017, the Company granted stock options to purchase an aggregate of 69,752, 403,973 and 2,077,215 ordinary shares, respectively, with a weighted average grant date fair value of $15.77, $6.93 and $7.96, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2019, 2018 and 2017 was $28.2 million, $17.0 million and $2.6 million, respectively. The total fair value of stock options vested during the years ended December 31, 2019, 2018 and 2017 was $13.8 million, $36.6 million and $41.3 million, respectively. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of each stock option is affected by the Company’s share price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected share price volatility over the expected term of the awards and actual and projected stock option exercise behavior. The weighted average fair value per share of stock option awards granted during the years ended December 31, 201 9 , 201 8 and 201 7 , and assumptions used to value stock options, are as follows: 2019 2018 2017 Dividend yield — — — Risk-free interest rate 1.6 % 2.3%-2.8% 1.8%-2.2% Weighted average volatility 56.5 % 49.5 % 49.1 % Expected term (in years) 6.00 5.56 5.99 Weighted average grant date fair value per share of options granted $ 15.77 $ 6.93 $ 7.96 Dividend yields The Company has never paid dividends and does not anticipate paying any dividends in the near future. Additionally, the Credit Agreement (described in Note 13 above), as well as the indentures governing the 2027 Senior Notes, (described in Note 13 above), contain covenants that restrict the Company from issuing dividends. Risk-Free Interest Rate The Company determined the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate as of the date of grant. Volatility The Company used an average historical share price volatility of comparable companies to be representative of future share price volatility, as the Company did not have sufficient trading history for its ordinary shares. Expected Term Given the Company’s limited historical exercise behavior, the expected term of options granted was determined using the “simplified” method since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Under this approach, the expected term is presumed to be the average of the vesting term and the contractual life of the option. Forfeitures As share-based compensation expense recognized in the consolidated statements of comprehensive income (loss) is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures based on actual forfeiture experience, analysis of employee turnover and other factors. The Company adopted ASU No. 2016-09 on January 1, 2017 and has elected to retain a forfeiture rate after adoption. Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2019: Weighted Average Number of Grant-Date Fair Units Value Per Units Outstanding as of December 31, 2018 6,772,818 $ 15.56 Granted 3,581,848 21.69 Vested (3,197,941 ) 15.38 Forfeited (615,501 ) 18.06 Outstanding as of December 31, 2019 6,541,224 $ 18.77 The grant-date fair value of restricted stock units is the closing price of the Company’s shares on the date of grant. During the years ended December 31, 2019, 2018 and 2017, the Company granted 3,581,848, 4,983,368 and 3,732,035 restricted stock units to acquire shares of the Company’s ordinary shares to its employees and non-executive directors, respectively, with a weighted average grant date fair value of $21.69, $15.85 and $12.44, respectively. The restricted stock units vest annually, with a vesting period ranging from two to four years. The Company accounts for the restricted stock units as equity-settled awards in accordance with ASU No. 2017-09. The total fair value of restricted stock units vested during the years ended December 31, 2019, 2018 and 2017 was $76.4 million, $43.6 million and $18.0 million, respectively. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2019: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2018 1,393,943 Granted 2,290,632 $ 25.31 0.75 % $ 25.12 Forfeited (170,792 ) 23.52 0.23 % 23.47 Vested (515,629 ) 13.87 0.00 % 13.87 Performance based adjustment (1) 560,746 13.87 0.00 % 13.87 Outstanding as of December 31, 2019 3,558,900 (1) Represents adjustment based on the net sales performance criteria meeting 157.4% of target as of December 31, 2018 for the 2018 PSUs (as defined below). On January 5, 2018, the Company awarded PSUs to key executive participants (“2018 PSUs”). Vesting of the 2018 PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which were approved on May 3, 2018. The 2018 PSUs utilize two performance metrics, a short-term component tied to business performance and a long-term component tied to total compounded annual shareholder rate of return (“ TSR ”) , as follows: • 30% three-year • 70% On January 4, 2019, the Company awarded PSUs to key executive participants (“2019 PSUs”). The 2019 PSUs utilize two performance metrics, a short-term component tied to business performance and a long-term component tied to relative compounded annual TSR, as follows: • 30% three-year • 70% All PSUs outstanding at December 31, 2019, may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2018 PSUs and 2019 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the 2018 Relative TSR PSUs and 2019 Relative TSR PSUs are dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value of the 2018 Relative TSR PSUs and 2019 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2019 PSUs during the year ended December 31, 2019, include: Valuation date stock price $ 20.39 Expected volatility 38.9 % Risk-free rate 2.6 % The value of the 2018 Net Sales PSUs and 2019 Net Sales PSUs is calculated at the end of each quarter based on the expected payout percentage based on estimated full-period performance against targets, and the Company adjusts the expense quarterly. On January 4, 2019, the Company awarded a company-wide grant of PSUs (the “TEPEZZA PSUs”). Vesting of the TEPEZZA PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which approval was received on May 2, 2019. The TEPEZZA PSUs are generally eligible to vest contingent upon receiving approval of the TEPEZZA BLA from the FDA no later than September 30, 2020 and the employee’s continued service with the Company. At December 31, 2019, there were 1,472,961 TEPEZZA PSUs outstanding. In January 2020, the Company received TEPEZZA approval from the FDA and the Company started recognizing the expense related to the TEPEZZA PSUs on that date. For members of the executive committee, one-third one-half one-year Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Share-based compensation expense: Cost of goods sold $ 3,818 $ 3,699 $ 2,469 Research and development 9,117 8,880 9,263 Selling, general and administrative 78,280 102,281 109,821 Total share-based compensation expense $ 91,215 $ 114,860 $ 121,553 During the years ended December 31, 2019 and 2018, the Company recognized $9.1 million and $2.0 million of a tax benefit, respectively, related to share-based compensation resulting from the current share prices in effect at the time of the exercise of stock options and vesting of restricted stock units. As of December 31, 2019, the Company estimates that pre-tax unrecognized compensation expense of $103.5 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the third quarter of 2022. The Company expects to satisfy the exercise of stock options and future distribution of shares for restricted stock units and PSUs by issuing new ordinary shares which have been reserved under the 2014 EIP. The above table does not include expense related to the TEPEZZA PSUs as the recognition of expense related to these awards will commence when approval of the TEPEZZA BLA from the FDA is considered probable. As of December 31, 2019, the Company was not able to make a determination as to whether the TEPEZZA Phase 3 positive research results represented sufficient evidence to support a conclusion that achievement of the performance condition was probable and as such, the Company did not recognize an expense related to the TEPEZZA PSU’s during the year ended December 31, 2019. In January 2020, the Company received TEPEZZA approval from the FDA and the Company started recognizing the expense related to the TEPEZZA PSUs beginning on that date. Cash Incentive Program On January 5, 2018, the Compensation Committee approved a performance cash incentive program for the Company’s executive leadership team, including its executive officers (the “Cash Incentive Program”). Participants receiving awards under the Cash Incentive Program are eligible to earn a cash bonus based upon the achievement of specified Company goals, which both performance criteria were met on or before December 31, 2018. The Company determined that the cash bonus award under the Cash Incentive Program is to be paid out at the maximum 150% target level of $14.1 million. The first and second installments were paid in January 2019 and January 2020, respectively, and the remaining installment will vest and become payable in January 2021, subject to the participant’s continued services with the Company through such vesting date, the date of any earlier change in control, or a termination due to death or disability. The Company accounted for the Cash Incentive Program as a deferred compensation plan under ASC 710 and is recognizing the payout expense using straight-line recognition through the end of the 36-month vesting period. During the year ended December 31, 2019, the Company recorded an expense of $4.2 million, to the consolidated statement of comprehensive income (loss) related to the Cash Incentive Program. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19 – INCOME TAXES The Company’s loss before benefit for income taxes by jurisdiction for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Ireland $ 77,272 $ (10,944 ) $ (16,956 ) United States (21,269 ) (179,388 ) (266,857 ) Other foreign (76,227 ) 107,200 (174,998 ) Loss before benefit for income taxes $ (20,224 ) $ (83,132 ) $ (458,811 ) The components of the benefit for income taxes were as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Current (benefit) provision Ireland $ (1,233 ) $ (245 ) $ 2,922 U.S. – Federal and State (4,663 ) 42,791 12,085 Other foreign 1,257 843 831 Total current (benefit) provision (4,639 ) 43,389 15,838 Deferred (benefit) provision Ireland $ (556,370 ) $ (14,184 ) $ (6,294 ) U.S. – Federal and State (7,581 ) (62,788 ) (126,048 ) Other foreign (24,654 ) (11,169 ) 7,818 Total deferred benefit (588,605 ) (88,141 ) (124,524 ) Total benefit for income taxes $ (593,244 ) $ (44,752 ) $ (108,686 ) Total benefit for income taxes was $593.2 million, $44.8 million and $108.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The current tax benefit of $4.6 million for the year ended December 31, 2019 was primarily attributable to the tax benefit recognized on the amortization of the deferred credit of $6.7 million, partially offset by the U.S. state tax liabilities of $1.7 million. The deferred tax benefit of $588.6 million for the year ended December 31, 2019, was primarily attributable to the recognition of a deferred tax asset resulting from an intra-company transfer of intellectual property assets to an Irish subsidiary of $553.3 million, the tax benefit recognized on intra-company inventory transfers of $24.7 million and the U.S federal and state tax credits generated during the year of $10.5 million. The Company recognized a deferred tax asset and related income tax benefit of $553.3 million, which represents the difference between the book and tax basis of the transferred assets A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2019, 2018 and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Irish income tax at statutory rate (12.5%) $ (2,528 ) $ (10,392 ) $ (57,351 ) Foreign tax rate differential 14,111 8,927 (13,479 ) Intra-company transfer of IP assets (553,334 ) 45,780 — Intra-company inventory transfers (24,654 ) (11,169 ) (8,888 ) Notional interest deduction (19,982 ) (24,455 ) (27,020 ) U.S. federal and state tax credits (16,752 ) (4,405 ) (3,608 ) Share-based compensation (4,614 ) 21,383 26,811 Change in U.S. state effective tax rate (1,551 ) 8,103 (2,329 ) Uncertain tax positions (382 ) 2,456 4,976 U.S state income taxes (135 ) (6,515 ) 214 Liquidation of foreign partnership — (42,689 ) — Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act — (37,392 ) 59,243 Impact of the Tax Act on deferred taxes — — (143,254 ) Non-deductible in-process research and development costs — — 51,148 Disallowed interest 1,749 3,023 2,990 Change in valuation allowances 4,069 (1,115 ) (1,378 ) Disqualified compensation expense 7,219 4,831 1,305 Other, net 3,540 (1,123 ) 1,934 Benefit for income taxes $ (593,244 ) $ (44,752 ) $ (108,686 ) Effective income tax rate 2933.5 % 53.8 % 23.7 % The overall effective income tax rate for 2019 of 2,933.5% was a higher benefit rate than the Irish statutory rate of 12.5% primarily attributable to the recognition of a $553.3 million deferred tax asset resulting from an intra-company transfer of intellectual property assets to an Irish subsidiary, a $24.7 million tax benefit recognized on intra-company inventory transfers, a $20.0 million tax benefit recognized on the Company’s notional interest deduction, $16.8 million of U.S. Federal and state tax credits generated during the year (inclusive of the deferred credit amortization) and the excess tax benefits recognized on share-based compensation of $4.6 million. These tax benefits are partially offset by tax expense of $14.1 million on the pre-tax income and losses generated in jurisdictions with statutory tax rates different than the Irish statutory tax rate, a tax expense of $7.2 million on non-deductible officer’s compensation and a tax expense of $4.1 million on increases in net valuation allowances. The overall effective income tax rate for 2018 of 53.8 % was a higher benefit rate than the Irish statutory rate of 12.5 % primarily due to a $ 42.7 million U.S. federal tax benefit and $ 7.9 million U.S. state tax benefit was recorded with respect to the liquidation of a foreign partnership, a $ 37.4 million tax benefit resulting from a measurement period adjustment under SAB 118 to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) of the Internal Revenue Code (“Section 163(j)”) to reflect the guidance issued by the U.S. Treasury Department and the U.S. Internal Revenue Service in Notice 2018-28 , a $ 24.5 million tax benefit on the Company’s notional interest deduction and a $ 11.2 million tax benefit recognized on int ra- company inventory transfers. These tax benefits are partially offset by tax expense of $ 45.8 million on an in t ra- company transfer of asset other than inventory, a tax expense of $ 21.4 million on non-deductible share-based compensation expenses, which includes the previously recognized share-based compensation expense relating to PSUs which was charged to income tax expense during the year ended December 31, 2018, of $ 23.3 million, a tax expense of $ 8.9 million on the income earned in higher tax rate jurisdictions and a tax expense of $ 8.1 million resulting from the remeasurement of net U.S. deferred tax liabilities attributable to state legislation as enacted during the current year. The overall effective income tax rate for 2017 of 23.7% was a higher benefit rate than the Irish statutory rate of 12.5% primarily due to a provisional $84.0 million net benefit recorded following the enactment of the Tax Act, which net benefit included a $143.3 million tax benefit from the revaluation of the Company’s U.S. net deferred tax liability based on the revised U.S. federal tax rate of 21%, partially offset by the write-off of a $59.2 million deferred tax asset related to the Company’s U.S. interest expense carryforwards. The higher 2017 benefit rate was also attributable to losses incurred in higher tax rate jurisdictions, the benefit realized on the notional interest deduction of $27.0 million, a tax benefit recognized on intra-company inventory transfers of $8.9 million, U.S. federal and state tax credits of $3.6 million and $2.3 million due to a decrease in the U.S. state effective tax rate. These benefits to income taxes are partially offset by non-deductible IPR&D expenses of $51.1 million recorded in connection with the acquisition of River Vision, non-deductible share-based compensation expenses of $26.8 million, including the write-off of $16.4 million of deferred taxes related to previously recognized share-based compensation expense related to PSUs that expired unvested in December 2017, and an increase in uncertain tax positions of $5.0 million. The increase in the effective income tax rate in 2019 compared to that in 2018 was primarily due to the recognition of a deferred tax asset of $553.3 million resulting from an intra-company transfer of intellectual property assets to an Irish subsidiary. The increase in the effective income tax rate in 2018 compared to that in 2017 was primarily due to a tax benefit of $42.7 million U.S. federal and $7.9 million U.S. state tax benefit generated on the liquidation of a foreign partnership during the year ended December 31, 2018, a tax benefit of $37.4 million recorded during the year ended December 31, 2018, as a measurement period adjustment under SAB 118, to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) to reflect the guidance issued by the U.S. Treasury Department and the U.S. Internal Revenue Service in Notice 2018-28, and a non-deductible IPR&D expenses of $51.1 million recorded during the year ended December 31, 2017, recorded in connection with the acquisition of River Vision. Significant components of the Company’s net deferred tax assets and liabilities, are as follows (in thousands): As of December 31, 2019 2018 Deferred tax assets: Intangible assets $ 332,764 $ — Net operating loss carryforwards 35,762 51,264 Intercompany interest 60,885 52,605 Accrued compensation 40,851 40,942 Accruals and reserves 14,097 3,284 U.S. federal and state credits 12,977 43,789 Capital loss carryforwards 1,893 3,139 Alternative minimum tax credit — 2,816 Other 3,452 738 Total deferred tax assets 502,681 198,577 Valuation allowance (29,268 ) (26,472 ) Deferred tax assets, net of valuation allowance $ 473,413 $ 172,105 Deferred tax liabilities: Debt discount $ 12,495 $ 18,795 Intangible assets — 257,930 Total deferred tax liabilities 12,495 276,725 Net deferred income tax (asset) liability $ (460,918 ) $ 104,620 On December 22, 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provided a measurement period that should not extend beyond one year from the date of enactment for companies to complete the accounting under ASC 740, Income Taxes However, the Company had made reasonable estimates of the effects on its income tax provision with respect to certain items, primarily the revaluation of its existing U.S. deferred tax balances and the write-off of its U.S. deferred tax assets resulting from interest expense carryforwards under Section 163(j). The Company recognized a net income tax benefit of $84.0 million for the year ended December 31, 2017, associated with the items it could reasonably estimate. This benefit reflects the revaluation of its U.S. net deferred tax liability based on the U.S. federal tax rate of 21%, partially offset by the write-off of the deferred tax asset related to its U.S. interest expense carryforwards. On April 2, 2018, the U.S. Treasury Department and the U.S. Internal Revenue Service issued Notice 2018-28 (“the Notice”) which provides guidance for computing the business interest expense limitation under the Tax Act and clarifies the treatment of interest disallowed and carried forward under Section 163(j), prior to enactment of the Tax Act. In accordance with the measurement period provisions under SAB 118 and the guidance in the Notice the Company reinstated the deferred tax asset related to its U.S. interest expense carryforwards under Section 163(j) based on the revised U.S. federal tax rate of 21% plus applicable state tax rates. The impact of the deferred tax asset reinstatement in accordance with SAB 118 was a $37.4 million increase to the Company’s benefit for income taxes and a corresponding decrease to the U.S. group net deferred tax liability position. The impact of this reinstatement has been recognized as a discrete tax adjustment during the year ended December 31, 2018 and resulted in a 45.0% increase in the Company’s effective tax rate during the period. In the fourth quarter of 2018, the Company completed our analysis to determine the effect of the Tax Act and recorded immaterial adjustments as of December 31, 2018 which related to return to provision adjustments which impacted the U.S. net deferred tax liabilities. No provision has been made for income taxes on undistributed earnings of subsidiaries because it is the Company’s intention to indefinitely reinvest outside of Ireland undistributed earnings of its subsidiaries. In the event of the distribution of those earnings to Ireland in the form of dividends, a sale of the subsidiaries, or certain other transactions, the Company may be liable for income taxes in Ireland. The cumulative unremitted earnings of the Company as of December 31, 2019, were approximately $4.3 billion, and the Company estimates that it would incur approximately $2.0 million of additional income tax on unremitted earnings were they to be remitted to Ireland. As of December 31, 2019, the Company had net operating loss carryforwards of approximately $69.4 million for U.S. federal, $24.4 million for various U.S. states and $9.2 million for non-U.S. losses. Net operating loss carryforwards for U.S. federal income tax purposes that were generated prior to January 1, 2018, have a twenty-year carryforward life and the earliest layers will begin to expire in 2031. Under the Tax Act, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited to 80% of the current year’s taxable income. It is uncertain if and to what extent various U.S. states will conform to the Tax Act. U.S. state net operating losses will start to expire in 2020 for the earliest net operating loss layers to the extent there is not sufficient state taxable income to utilize those net operating loss carryovers. Irish net operating losses may be carried forward indefinitely and therefore have no expiration. Utilization of the U.S. net operating loss carryforwards may be subject to annual limitations as prescribed by federal and state statutory provisions. The imposition of the annual limitations may result in a portion of the net operating loss carryforwards expiring unused. Utilization of certain net operating loss and tax credit carryforwards in the United States is subject to an annual limitation due to ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code. The Company is limited under the annual limitation of $7.7 million from the year 2019 until 2028 on certain net operating losses generated before an August 2, 2012 ownership change. The U.S. federal net operating loss carryforward and U.S. federal tax credit carryforward limitation is cumulative such that any use of the carryforwards below the limitation in a particular tax year will result in a corresponding increase in the limitation for the subsequent tax year. At December 31, 2019, the Company had $18.2 million and $12.9 million of U.S. federal and state income tax credits, respectively, to reduce future tax liabilities. The federal income tax credits consisted of orphan drug credits and research and development credits. The U.S. state income tax credits consisted primarily of California research and development credits and the Illinois Economic Development for a Growing Economy (“EDGE”) tax credits. Both the U.S. federal orphan drug credits and research and development credits have a twenty-year carryforward life. The U.S. federal orphan drug credits will begin to expire in 2037 and the U.S. federal research and development credits will begin to expire in 2039. The California research and development credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire in 2020. A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): Valuation allowances at December 31, 2016 $ (32,532 ) Increase for 2016 activity (6,835 ) Release of valuation allowances 5,313 Decreases to valuation allowances due to divestiture 8,404 Valuation allowances at December 31, 2017 $ (25,650 ) Increase for 2017 activity (3,328 ) Release of valuation allowances 2,506 Valuation allowances at December 31, 2018 $ (26,472 ) Increase for 2019 activity (5,693 ) Release of valuation allowances 2,897 Valuation allowances at December 31, 2019 $ (29,268 ) Deferred tax valuation allowances increased by $2.8 million during the year ended December 31, 2019, increased by $0.8 million during the year ended December 31, 2018 and decreased by $6.9 million during the year ended December 31, 2017. For the year ended December 31, 2019, the net increase in valuation allowances resulted primarily from additional U.S. state tax credits and state net operating losses which are unlikely to be realized in the foreseeable future, partially offset by the release of a portion of the valuation allowances with respect to the U.S. capital loss carryforwards which expired unused. The changes in the Company's uncertain income tax positions for the years ended December 31, 201 9 , 201 8 and 201 7 , excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2019 2018 2017 Beginning balance – uncertain tax positions $ 26,306 $ 23,404 $ 17,747 Tax positions in the year: Additions 2,553 1,899 2,451 Acquired uncertain tax positions — — — Tax positions related to prior years: Additions 1,663 1,531 4,145 Settlements and lapses (3,094 ) (528 ) (939 ) Ending balance – uncertain tax positions $ 27,428 $ 26,306 $ 23,404 For the year ended December 31, 2019, the net increase in uncertain tax positions was primarily attributable to additional U.S. federal orphan drug credits and U.S. federal research and development credits generated during the year, partially offset by lapses in statute for a portion of uncertain tax positions in jurisdictions outside of the United States. In the Company’s consolidated balance sheet, uncertain tax positions (including interest and penalties) of $9.1 million were included in other long-term liabilities, $2.4 million were included in accrued expenses and an additional $18.1 million was included in deferred tax assets. At December 31, 2019, penalties of $0.2 million and interest of $2.0 million are included in the balance of the uncertain tax positions and penalties of $0.2 million and interest of $2.0 million were included in the balance of uncertain tax positions at December 31, 2018. The Company classifies interest and penalties with respect to income tax liabilities as a component of income tax expense. The Company assessed that its liability for uncertain tax positions will not significantly change within the next twelve months. If these uncertain tax positions are released, the impact on the Company’s tax provision would be a benefit of $28.4 million, including interest and penalties. The Company files income tax returns in Ireland, in the United States for federal and various states, as well as in certain other jurisdictions. At December 31, 2019, all open tax years in U.S. federal and certain state jurisdictions date back to 2006 due to the taxing authorities’ ability to adjust operating loss carryforwards. In Ireland, the statute of limitations expires five years from the end of the tax year or four years from the time a tax return is filed, whichever is later. Therefore, the earliest year open to examination is 2015 with the lapse of statute occurring in 2020. No changes in settled tax years have occurred to date. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 20 – EMPLOYEE BENEFIT PLANS The Company sponsors a defined contribution 401(k) retirement savings plan covering all of its U.S. employees, whereby an eligible employee may elect to contribute a portion of his or her salary on a pre-tax basis, subject to applicable federal limitations. The Company is not required to make any discretionary matching of employee contributions. The Company makes a matching contribution equal to 100% of each employee’s elective contribution to the plan of up to 3% of the employee’s eligible pay, and 50% for the next 2% of the employee’s eligible pay. The full amount of this employer contribution is immediately vested in the plan. For the years ended December 31, 2019, 2018 and 2017, the Company recorded defined contribution expense of $6.2 million, $5.2 million and $4.9 million, respectively. The Company’s wholly owned Irish subsidiary sponsors a defined contribution plan covering all of its employees in Ireland. For the years ended December 31, 2019, 2018 and 2017, the Company recognized expenses of $0.6 million, $0.6 million and $0.4 million, respectively, under this plan. The Company has a non-qualified deferred compensation plan for executives. The deferred compensation plan obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. As of December 31, 2019 and 2018 $8.2 million, respectively, $12.7 million and $8.2 million December 31, 2019 and 2018, respectively |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | NOTE 21 – SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table provides a summary of selected financial results of operations by quarter for the years ended December 31, 2019 and 2018 (in thousands, except per share data): 2019 First Second Third Fourth (1) Net sales $ 280,371 $ 320,647 $ 335,466 $ 363,545 Gross profit 192,229 231,484 245,517 268,624 Operating (loss) income (1,795 ) 25,112 48,619 54,675 Net (loss) income (32,863 ) (5,120 ) 18,234 592,769 Net (loss) income per ordinary share - basic $ (0.19 ) $ (0.03 ) $ 0.10 $ 3.16 Net (loss) income per ordinary share - diluted (0.19 ) (0.03 ) 0.09 2.84 2018 First Second Third Fourth Net sales $ 223,881 $ 302,835 $ 325,311 $ 355,543 Gross profit 113,593 211,498 234,234 256,944 Operating (loss) income (117,298 ) 10,559 62,180 82,468 Net (loss) income (148,656 ) (24,751 ) 33,381 101,648 Net (loss) income per ordinary share - basic $ (0.90 ) $ (0.15 ) $ 0.20 $ 0.60 Net (loss) income per ordinary share - diluted (0.90 ) (0.15 ) 0.19 0.58 (1) During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. Change in Accounting Method Effective January 1, 2019, the Company retrospectively changed its accounting for business combinations and now records acquired intangible assets and their related third-party contingent royalties on a net basis. See Note 1, for further details of this accounting change and the related revisions to the Company’s consolidated balance sheet as at December 31, 2018, and the consolidated statement of comprehensive income (loss) and cash flows for the years ended December 31, 2018 and 2017. The impact of the accounting change resulted in certain adjustments to the consolidated statements of comprehensive income (loss) for the quarters during the year ended December 31, 2018. The first three quarters during the year 2018 were presented as adjusted in the Company’s Quarterly Reports on Form 10-Q that were filed during 2019. Additionally, the following are selected line items from the Company’s unaudited consolidated financial information for the three months ended December 31, 2018 illustrating the effect of the change in accounting method (in thousands, except per share data): Consolidated Statements of Comprehensive Loss For the Three Months Ended December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 109,520 $ (10,921 ) $ 98,599 Gross profit 246,023 10,921 256,944 Gain on sale of assets (30,385 ) (297 ) (30,682 ) Total operating expenses 174,773 (297 ) 174,476 Operating income 71,250 11,218 82,468 Other income, net (632 ) 640 8 Total other expenses, net (30,514 ) 640 (29,874 ) Income before benefit for income taxes 40,736 11,858 52,594 Benefit for income taxes (46,822 ) (2,232 ) (49,054 ) Net income 87,558 14,090 101,648 Net income per ordinary share—basic 0.52 0.08 0.60 Net income per ordinary share—diluted 0.50 0.08 0.58 Comprehensive income 87,296 14,090 101,386 (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For Each of the Three Fiscal Years Ended December 31, 2019, 2018 and 2017: Balance at Additions charged to Deductions Balance at Valuation and Qualifying Accounts beginning costs and from end of (in thousands) of period expenses reserves period Year ended December 31, 2019: Allowance for returns 39,041 25,813 (19,772 ) 45,082 Allowance for prompt pay discounts 9,113 64,968 (66,892 ) 7,189 Year ended December 31, 2018: Allowance for returns 37,862 25,111 (23,932 ) 39,041 Allowance for prompt pay discounts 9,234 75,121 (75,242 ) 9,113 Year ended December 31, 2017: Allowance for returns 15,246 45,648 (23,032 ) 37,862 Allowance for prompt pay discounts 6,670 80,203 (77,639 ) 9,234 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Segment Information | Segment Information The Company’s reportable segments, which are the orphan and rheumatology segment and the inflammation segment, are reported in a manner consistent with the internal reporting provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as its chief executive officer. The Company has no transactions between reportable segments. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, and subsequent amendments (ASC 606 or new guidance), using the modified retrospective method. The Company applied the new guidance to all contracts with customers within the scope of the standard that were in effect on January 1, 2018 and recognized the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings. |
Contractual Allowances | Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Co-pay and Other Patient Assistance Programs The Company offers discount card and other programs such as its HorizonCares program to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance costs using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance costs are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return certain medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2% cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. The Company accrues estimated rebates based on percentages of medicine prescribed to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Chargebacks The Company provides discounts to government qualified entities with whom the Company has contracted. These entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the entities paid for the medicines. The Company calculates accrued chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. |
Bad Debt Expense | Bad Debt Expense The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records a bad debt reserve when applicable. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include the direct purchase cost of materials and supplies and manufacturing overhead costs. The Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive income (loss) based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. Pre-launch Inventories The Company capitalizes inventory costs associated with its medicine candidates prior to regulatory approval when, based on management judgment, future commercialization is considered probable and future economic benefit is expected to be realized. A number of factors are taken into consideration by management, including the current status of the regulatory approval process and any potential impediments to the approval process such as safety or efficacy. If future commercialization and future economic benefit is no longer considered probable, the capitalized pre-launch inventory would be expensed . |
Cost of Goods Sold | Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, drug substance harmonization costs, share-based compensation, charges relating to discontinuation of clinical trials, royalty payments to third parties and loss on inventory purchase commitments. |
Pre-clinical Studies and Clinical Trial Accruals | Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of cash balances and money market funds. The Company generally invests excess cash in money market funds and other financial instruments with short-term durations, based upon operating requirements. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of TEPEZZA drug substance and ACTIMMUNE inventory are principally denominated in Euros and are subject to foreign currency risk. The Company has contracts relating to RAVICTI, QUINSAIR and PROCYSBI for sales in Canada which are subject to foreign currency risk. The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Canadian dollar. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of December 31, 2019 and 2018, the Company’s top four customers accounted for approximately 84% and 85%, respectively, of the Company’s total outstanding accounts receivable balances. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations |
Provision for Income Taxes | Provision for Income Taxes The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset can be utilized. In determining future taxable income, the Company is required to make assumptions including the amount of taxable income in the various jurisdictions in which the Company operates. These assumptions require significant judgment about forecasts of future taxable income. Actual operating results in future years could render our current assumption of recoverability of deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period that the change is enacted. From time to time, the Company executes intra-company transactions in response to changes in operations, regulations, tax laws, funding needs and other circumstances. These transactions require the interpretation and application of tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations which support the tax treatment of the transactions require significant estimates and assumptions within discounted cash flow models. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by each tax-paying entity within each jurisdiction on the Company’s consolidated balance sheets. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. Software includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. |
Intangible Assets | Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive income (loss). |
Research and Development Expenses | Research and Development Expenses Research and development expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials, expenses incurred to manufacture clinical trial materials and acquired in-process research and development (“IPR&D”) |
Advertising Expenses | Advertising Expenses We expense the costs of advertising as incurred. Advertising expenses were $35.8 million, $21.6 million and $19.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net of current” and “Exchangeable notes, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is composed of net income (loss) and other comprehensive income (loss) (“OCI”). OCI includes certain changes in shareholders’ equity that are excluded from net income (loss), which consist of foreign currency translation adjustments and pension remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income (loss). For other amounts that are not required under GAAP to be reclassified in their entirety to net income (loss) in the same reporting period, the Company cross-references other disclosures required under GAAP that provide additional detail about those amounts. |
Share-Based Compensation | Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
Royalties | Royalties The Company records royalty expense based on each periods’ net sales as part of cost of goods sold. |
Leases | Leases The Company’s leases primarily relate to operating leases of rented office properties. For contracts entered into on or after January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. The right-of-use lease asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use lease asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred. All right-of-use lease assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying lease. The Company identified and assessed the following significant assumptions in recognizing the right-of-use lease assets and corresponding liabilities. Expected lease term – The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Incremental borrowing rate – As the Company’s leases do not provide an implicit rate, the Company obtained the incremental borrowing rate (“IBR”) based on the remaining term of each lease. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected not to recognize right-of-use lease assets and lease liabilities for short-term leases that have a term of 12 months or less . The Company reports right-of-use lease assets within non-current “Other assets” in its consolidated balance sheet. The Company reports the current portion of lease liabilities within “Accrued expenses” and long-term lease liabilities within “Other long-term liabilities” in its consolidated balance sheet. |
Contingencies | Contingencies From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies to the extent that it concludes 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. Effective January 1, 2019, the Company adopted Accounting Standards Updated (“ASU”) No. 2016-02, Leases (Topic 842) Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Effective January 1, 2019, the Company adopted ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplification and reduce the cost of accounting for income taxes Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Basis of Presentation and Bus_2
Basis of Presentation and Business Overview (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ASC Topic 805 [Member] | |
Basis Of Presentation [Line Items] | |
Effect of Change in Accounting Method on Consolidated Financial Statements | The following are selected line items from the Company’s consolidated financial statements illustrating the effect of the change in accounting method (in thousands, except per share data): Consolidated Balance Sheet as of December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Prepaid expenses and other current assets $ 70,828 $ (2,610 ) $ 68,218 Total current assets 1,548,426 (2,610 ) 1,545,816 Developed technology, net 2,120,596 (174,957 ) 1,945,639 Goodwill 426,441 (12,772 ) 413,669 Other assets 23,029 (14,070 ) 8,959 Total assets 4,146,371 (204,409 ) 3,941,962 Accrued expenses 205,593 10,146 215,739 Accrued royalties - current portion 63,363 (63,363 ) — Total current liabilities 761,904 (53,217 ) 708,687 Accrued royalties - net of current 285,374 (285,374 ) — Deferred tax liabilities, net 93,630 14,138 107,768 Other long-term liabilities 54,622 (15,905 ) 38,717 Total long-term liabilities 2,330,310 (287,141 ) 2,043,169 Accumulated deficit (1,314,718 ) 135,949 (1,178,769 ) Total shareholders' equity 1,054,157 135,949 1,190,106 Total liabilities and shareholders' equity 4,146,371 (204,409 ) 3,941,962 (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a decrease in developed technology intangible assets and the elimination of liabilities for accrued contingent royalties due to recording these items on a net basis. The re-performance of purchase price allocations also impacted goodwill and deferred tax liabilities. In addition, the change in accounting principle resulted in the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures, impacting prepaid expenses and other current assets, other assets, accrued expenses and other long-term liabilities captions as shown in the table above. In addition, under the New Method of accounting, the Company is presenting accrued royalties based on each periods’ net sales as part of the accrued expenses line item on its consolidated balance sheets. Consolidated Statement of Comprehensive Loss For the Year Ended December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 422,317 $ (31,016 ) $ 391,301 Gross profit 785,253 31,016 816,269 Impairment of long-lived assets 50,302 (4,206 ) 46,096 Gain on sale of assets (42,688 ) (297 ) (42,985 ) Total operating expenses 782,861 (4,503 ) 778,358 Operating income 2,392 35,519 37,911 Other income, net 346 495 841 Total other expenses, net (121,538 ) 495 (121,043 ) Loss before benefit for income taxes (119,146 ) 36,014 (83,132 ) Benefit for income taxes (44,959 ) 207 (44,752 ) Net loss (74,187 ) 35,807 (38,380 ) Net loss per ordinary share - basic and diluted (0.45 ) 0.22 (0.23 ) Comprehensive loss (74,727 ) 35,807 (38,920 ) Consolidated Statement of Comprehensive Loss For the Year Ended December 31, 2017 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 537,334 $ (43,966 ) $ 493,368 Gross profit 518,897 43,966 562,863 Operating loss (383,428 ) 43,966 (339,462 ) Gain on divestiture 6,267 1,698 7,965 Other income, net 588 (141 ) 447 Total other expenses, net (120,906 ) 1,557 (119,349 ) Loss before benefit for income taxes (504,334 ) 45,523 (458,811 ) Benefit for income taxes (102,749 ) (5,937 ) (108,686 ) Net loss (401,585 ) 51,460 (350,125 ) Net loss per ordinary share - basic and diluted (2.46 ) 0.31 (2.15 ) Comprehensive loss (399,482 ) 51,460 (348,022 ) (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Depreciation and Amortization Periods for Property and Equipment | Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | The following table presents basic and diluted net income (loss) per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except share and per share data): For the Years Ended December 31, 2019 2018 2017 Basic net income (loss) per share calculation: Numerator - net income (loss) $ 573,020 $ (38,380 ) $ (350,125 ) Denominator - weighted average of ordinary shares outstanding 182,930,109 166,155,405 163,122,663 Basic net income (loss) per share $ 3.13 $ (0.23 ) $ (2.15 ) For the Years Ended December 31, 2019 2018 2017 Diluted net income (loss) per share calculation: Net income (loss) $ 573,020 $ (38,380 ) $ (350,125 ) Effect of assumed conversion of Exchangeable Senior Notes, net of tax 22,440 — — Numerator - net income (loss) $ 595,460 $ (38,380 ) $ (350,125 ) Denominator - weighted average of ordinary shares outstanding 205,224,221 166,155,405 163,122,663 Diluted net income (loss) per share $ 2.90 $ (0.23 ) $ (2.15 ) |
Schedule of Outstanding Securities Excluded from Computation of Diluted Income (Loss) per Ordinary Share | The outstanding securities listed in the table below were excluded from the computation of diluted net income (loss) per ordinary share for the years ended December 31, 2019, 2018 and 2017 due to being anti-dilutive: For the Years Ended December 31, 2019 2018 2017 Stock options 233,260 6,406,914 12,887,595 Restricted stock units 1,840 2,299,254 1,095,768 Performance stock units 586,868 1,248,632 2,742,301 Employee stock purchase plan shares 2,207 265,886 63,445 Warrants — — 388,841 824,175 10,220,686 17,177,950 |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Other Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
MIGERGOT Transaction [Member] | |
Gain (Loss) on Sale of Assets | The loss on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2019, was determined as follows (in thousands): Cash proceeds $ 6,000 Less net assets sold: Developed technology (16,999 ) Inventory (236 ) Release of contingent consideration liability 272 Loss on sale of assets $ (10,963 ) |
Immedica Transaction [Member] | |
Gain (Loss) on Sale of Assets | The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds $ 35,000 Less net assets sold: Developed technology (4,146 ) Transaction costs (197 ) Gain on sale of assets $ 30,657 |
IMUKIN Sale [Member] | |
Gain (Loss) on Sale of Assets | The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds including $715 for inventory $ 9,477 Contingent consideration receivable 3,502 Less net assets sold: Inventory (623 ) Transaction costs (28 ) Gain on sale of assets $ 12,328 |
Chiesi Divestiture [Member] | |
Gain (Loss) on Sale of Assets | The gain on divestiture recorded during the year ended December 31, 2017 was determined as follows (in thousands): Cash proceeds $ 72,462 Add reimbursement of royalties 5,074 Less net assets sold: Developed technology (42,627 ) Goodwill (15,692 ) Other (5,984 ) Transaction and other costs (5,268 ) Gain on divestiture $ 7,965 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Raw materials $ 6,750 $ 5,092 Work-in-process 22,465 27,068 Finished goods 24,587 18,591 Inventories, net $ 53,802 $ 50,751 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Deferred charge for taxes on intra-company profit $ 46,388 $ 21,734 Advance payments for inventory 31,203 1,449 Rabbi trust assets 12,704 8,203 Prepaid income taxes 12,583 5,899 Other prepaid expenses and other current assets 40,699 30,933 Prepaid expenses and other current assets $ 143,577 $ 68,218 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Leasehold improvements $ 25,985 $ 9,982 Software 14,890 14,843 Machinery and equipment 5,217 4,800 Computer equipment 3,316 2,485 Other 6,334 2,501 55,742 34,611 Less accumulated depreciation (25,848 ) (19,197 ) Construction in process 265 4,687 Property and equipment, net $ 30,159 $ 20,101 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill for Reportable Segments | The table below presents goodwill for the Company’s reportable segments as of December 31, 2019 (in thousands): Orphan and Rheumatology Inflammation Total Goodwill $ 360,745 $ 52,924 $ 413,669 |
Amortizable Intangible Assets | Intangible assets as of December 31, 2019 and December 31, 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Cost Basis Accumulated Amortization Net Book Value Cost Basis Impairment Accumulated Amortization Net Book Value Developed technology $ 2,758,403 $ (1,059,595 ) $ 1,698,808 $ 2,828,648 $ (44,245 ) $ (838,764 ) $ 1,945,639 Customer relationships 8,100 (4,280 ) 3,820 8,100 — (3,470 ) 4,630 Total intangible assets $ 2,766,503 $ (1,063,875 ) $ 1,702,628 $ 2,836,748 $ (44,245 ) $ (842,234 ) $ 1,950,269 |
Estimated Future Amortization Expense | As of December 31, 2019, estimated future amortization expense was as follows (in thousands): 2020 $ 228,728 2021 221,244 2022 220,071 2023 219,454 2024 218,022 Thereafter 595,109 Total $ 1,702,628 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Payroll-related expenses $ 84,516 $ 78,555 Allowances for returns 45,082 39,041 Consulting and professional services 32,423 35,799 Accrued royalties 19,985 15,746 Accrued interest 18,709 13,196 Pricing review liability 9,831 9,091 Accrued other 24,688 24,311 Accrued expenses $ 235,234 $ 215,739 |
Accrued Trade Discounts and R_2
Accrued Trade Discounts and Rebates (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Payroll-related expenses $ 84,516 $ 78,555 Allowances for returns 45,082 39,041 Consulting and professional services 32,423 35,799 Accrued royalties 19,985 15,746 Accrued interest 18,709 13,196 Pricing review liability 9,831 9,091 Accrued other 24,688 24,311 Accrued expenses $ 235,234 $ 215,739 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued trade discounts and rebates as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Accrued commercial rebates and wholesaler fees $ 138,272 $ 153,083 Accrued co-pay and other patient assistance 163,641 179,463 Accrued government rebates and chargebacks 164,508 125,217 Accrued trade discounts and rebates $ 466,421 $ 457,763 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 489 3,666 Total customer-related accruals and allowances $ 466,910 $ 461,429 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Customer-Related Accruals and Allowances | The following table summarizes changes in the Company’s customer-related accruals and allowances during the years ended December 31, 2019 and 2018 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2017 $ 190,485 $ 232,325 $ 93,985 $ 516,795 Current provisions relating to sales during the year ended December 31, 2018 590,316 1,970,714 411,449 2,972,479 Adjustments relating to prior-year sales (667 ) (374 ) (14,787 ) (15,828 ) Payments relating to sales during the year ended December 31, 2018 (436,871 ) (1,791,252 ) (283,124 ) (2,511,247 ) Payments relating to prior-year sales (189,818 ) (231,951 ) (79,001 ) (500,770 ) Balance at December 31, 2018 $ 153,445 $ 179,462 $ 128,522 $ 461,429 Current provisions relating to sales during the year ended December 31, 2019 484,843 1,519,712 503,652 2,508,207 Adjustments relating to prior-year sales (5,296 ) — 11,121 5,825 Payments relating to sales during the year ended December 31, 2019 (346,082 ) (1,356,071 ) (339,603 ) (2,041,756 ) Payments relating to prior-year sales (148,149 ) (179,462 ) (139,184 ) (466,795 ) Balance at December 31, 2019 $ 138,761 $ 163,641 $ 164,508 $ 466,910 |
Segment and Other Information (
Segment and Other Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Medicine for Reportable Segments | The following table reflects net sales by medicine for the Company’s reportable segments (in thousands): Year Ended December 31, 2019 2018 2017 KRYSTEXXA $ 342,379 $ 258,920 $ 156,483 RAVICTI 228,755 226,650 193,918 PROCYSBI 161,941 154,895 137,740 ACTIMMUNE 107,302 105,563 110,993 RAYOS 78,595 61,067 52,125 BUPHENYL 9,806 21,810 20,792 QUINSAIR 817 504 3,442 LODOTRA — 2,067 5,393 Orphan and Rheumatology segment net sales $ 929,595 $ 831,476 $ 680,886 PENNSAID 2% 200,756 190,206 191,050 DUEXIS 115,750 114,672 121,161 VIMOVO 52,106 67,646 57,666 MIGERGOT 1,822 3,570 5,468 Inflammation segment net sales $ 370,434 $ 376,094 $ 375,345 Total net sales $ 1,300,029 $ 1,207,570 $ 1,056,231 |
Summary of Reconciliations of Segment Operating Income | The table below provides reconciliations of the Company’s segment operating income to the Company’s total loss before benefit for income taxes (in thousands): Year Ended December 31, 2019 2018 2017 Segment operating income: Orphan and Rheumatology $ 306,333 $ 290,014 $ 241,135 Inflammation 174,869 160,447 149,133 Reconciling items: Amortization and step-up: Intangible amortization expense (230,424 ) (243,634 ) (249,456 ) Inventory step-up expense (89 ) (17,312 ) (119,151 ) Interest expense, net (87,089 ) (121,692 ) (126,523 ) Share-based compensation (91,215 ) (114,860 ) (121,553 ) Impairment of long-lived assets — (46,096 ) (22,270 ) Restructuring and realignment costs (237 ) (15,350 ) (4,883 ) Acquisition/divestiture-related costs (1,032 ) (3,989 ) (177,490 ) Depreciation (6,733 ) (6,126 ) (6,631 ) Litigation settlements (1,000 ) (5,750 ) — Drug substance harmonization costs (457 ) (2,855 ) (10,651 ) Fees relating to term loan refinancing (2,292 ) (937 ) (5,220 ) Foreign exchange gain (loss) 33 (192 ) (260 ) Upfront and milestone payments related to license agreements (9,073 ) (90 ) (12,186 ) Gain on divestiture — — 7,965 Loss on debt extinguishment (58,835 ) — (978 ) Other (expense) income, net (944 ) 841 447 Charges relating to discontinuation of Friedreich's ataxia program (1,076 ) 1,464 (239 ) (Loss) gain on sale of assets (10,963 ) 42,985 — Loss before benefit for income taxes $ (20,224 ) $ (83,132 ) $ (458,811 ) As a result of the change in accounting method described in Note 1, certain adjustments in the above table have been changed from the amounts presented in the reconciliation of the Company’s segment operating income to its total loss before benefit for income taxes as previously reported. The Company’s segment operating income was not impacted by the change in accounting method. |
Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group | The following table presents the amount and percentage of gross sales to customers that represented more than 10% of the Company’s gross sales included in its two reportable segments, and all other customers as a group (in thousands, except percentages): Year ended December 31, 2019 2018 2017 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,414,617 36% $ 1,553,333 36% $ 1,165,591 29% Customer B 757,138 19% 526,398 12% 567,583 14% Customer C 664,454 17% 1,011,996 24% 1,205,268 30% Customer D 391,628 10% 458,074 11% 16,304 0% Other Customers 683,987 18% 714,652 17% 1,103,093 27% Gross Sales $ 3,911,824 100% $ 4,264,453 100% $ 4,057,839 100% |
Summary of Net Sales Attributed to Geographic Sources | Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources (in thousands, except percentages): Year Ended December 31, Year Ended December 31, Year Ended December 31, 2017 Amount % of Total Net Sales Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,292,419 99% $ 1,186,519 98% $ 1,026,527 97% Rest of world 7,610 1% 21,051 2% 29,704 3% Total net sales $ 1,300,029 $ 1,207,570 $ 1,056,231 |
Summary of Total Long-Lived Assets by Location | The following table presents total tangible long-lived assets by location (in thousands): As of December 31, 2019 2018 United States $ 27,497 $ 17,107 Other 2,662 2,994 Total long-lived assets (1) $ 30,159 $ 20,101 (1) Long-lived assets consist of property and equipment. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds 1,029,725 — — 1,029,725 Other current assets 12,704 — — 12,704 Total assets at fair value $ 1,042,429 $ — $ — $ 1,042,429 Liabilities: Other long-term liabilities (12,704 ) — — (12,704 ) Total liabilities at fair value $ (12,704 ) $ — $ — $ (12,704 ) December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 6,500 $ — $ 6,500 Money market funds 915,800 — — 915,800 Other current assets 8,203 — — 8,203 Total assets at fair value $ 924,003 $ 6,500 $ — $ 930,503 Liabilities: Other long-term liabilities (8,203 ) — — (8,203 ) Total liabilities at fair value $ (8,203 ) $ — $ — $ (8,203 ) |
Debt Agreements (Tables)
Debt Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of December 31, 2019 and 2018 consisted of the following (in thousands): As of December 31, 2019 2018 Term Loan Facility $ 418,026 $ 818,026 2027 Senior Notes 600,000 — 2023 Senior Notes — 475,000 2024 Senior Notes — 300,000 Exchangeable Senior Notes 400,000 400,000 Total face value 1,418,026 1,993,026 Debt discount (59,922 ) (87,038 ) Deferred financing fees (5,263 ) (9,304 ) Total long-term debt and exchangeable notes 1,352,841 1,896,684 Less: long-term debt - current portion — — Long-term debt and exchangeable notes, net of current portion $ 1,352,841 $ 1,896,684 |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2020 $ — 2021 — 2022 (400,000 ) 2023 — 2024 — Thereafter (1,018,026 ) Total $ (1,418,026 ) |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Office Space Lease Agreements in Place for Real Properties | The Company has the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois 160,000 March 31, 2031 Novato, California 61,000 August 31, 2021 South San Francisco, California 20,000 January 31, 2030 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2020 Other 12,400 May 31, 2020 to September 15, 2022 |
Schedule of Operating Lease Liabilities Recorded on the Balance Sheet | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the Company’s consolidated balance sheet as of December 31, 2019 (in thousands): 2020 $ 7,804 2021 7,116 2022 5,940 2023 5,867 2024 6,485 Thereafter 39,607 Total lease payments 72,819 Imputed interest (21,935 ) Total operating lease liabilities $ 50,884 |
Schedule of Minimum Future Cash Payments Due under Lease Obligations | The following table, which was included in the Company’s 2018 Annual Report on Form 10-K, depicts the minimum future cash payments due under lease obligations at December 31, 2018 (in thousands): 2019 $ 6,228 2020 6,680 2021 5,788 2022 4,565 2023 4,442 Thereafter 36,696 Total $ 64,399 |
Share-Based and Long-Term Inc_2
Share-Based and Long-Term Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2019: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2018 11,827,765 $ 19.06 6.24 $ 37,257 Granted 69,752 29.52 Exercised (1,863,093 ) 13.31 Forfeited (118,982 ) 22.32 Expired (351,240 ) 28.98 Outstanding as of December 31, 2019 9,564,202 19.85 5.43 156,270 Exercisable as of December 31, 2019 8,986,221 $ 19.99 5.29 $ 145,621 Stock options typically have a contractual term of ten years from grant date. |
Summary of Outstanding Stock Options | The following table summarizes the Company’s outstanding stock options at December 31, 2019: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $2.01 - $4.00 240,451 $ 2.83 2.66 240,451 $ 2.83 2.66 $4.01- $8.00 267,898 6.97 2.98 267,898 6.97 2.98 $8.01 - $12.00 317,975 9.07 4.44 317,975 9.07 4.44 $12.01 - $17.00 1,976,577 14.30 5.81 1,757,320 14.26 5.59 $17.01 - $22.00 1,822,998 18.07 6.35 1,534,026 18.20 6.22 $22.01 - $28.00 2,928,868 22.28 5.15 2,928,868 22.28 5.15 $28.01 - $36.00 2,009,435 28.86 5.43 1,939,683 28.84 5.27 9,564,202 $ 19.85 5.43 8,986,221 $ 19.99 5.29 |
Weighted Average Fair Value per Share of Stock Option Awards Granted and Assumptions Used to Value Stock Options | The weighted average fair value per share of stock option awards granted during the years ended December 31, 201 9 , 201 8 and 201 7 , and assumptions used to value stock options, are as follows: 2019 2018 2017 Dividend yield — — — Risk-free interest rate 1.6 % 2.3%-2.8% 1.8%-2.2% Weighted average volatility 56.5 % 49.5 % 49.1 % Expected term (in years) 6.00 5.56 5.99 Weighted average grant date fair value per share of options granted $ 15.77 $ 6.93 $ 7.96 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2019: Weighted Average Number of Grant-Date Fair Units Value Per Units Outstanding as of December 31, 2018 6,772,818 $ 15.56 Granted 3,581,848 21.69 Vested (3,197,941 ) 15.38 Forfeited (615,501 ) 18.06 Outstanding as of December 31, 2019 6,541,224 $ 18.77 The grant-date fair value of restricted stock units is the closing price of the Company’s shares on the date of grant. |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2019: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2018 1,393,943 Granted 2,290,632 $ 25.31 0.75 % $ 25.12 Forfeited (170,792 ) 23.52 0.23 % 23.47 Vested (515,629 ) 13.87 0.00 % 13.87 Performance based adjustment (1) 560,746 13.87 0.00 % 13.87 Outstanding as of December 31, 2019 3,558,900 (1) Represents adjustment based on the net sales performance criteria meeting 157.4% of target as of December 31, 2018 for the 2018 PSUs (as defined below). |
Summary of Significant Valuation Assumptions Related to 2019 PSUs | All PSUs outstanding at December 31, 2019, may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2018 PSUs and 2019 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the 2018 Relative TSR PSUs and 2019 Relative TSR PSUs are dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value of the 2018 Relative TSR PSUs and 2019 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2019 PSUs during the year ended December 31, 2019, include: Valuation date stock price $ 20.39 Expected volatility 38.9 % Risk-free rate 2.6 % |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Share-based compensation expense: Cost of goods sold $ 3,818 $ 3,699 $ 2,469 Research and development 9,117 8,880 9,263 Selling, general and administrative 78,280 102,281 109,821 Total share-based compensation expense $ 91,215 $ 114,860 $ 121,553 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Company's of Loss Before Benefit for Income Taxes | The Company’s loss before benefit for income taxes by jurisdiction for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Ireland $ 77,272 $ (10,944 ) $ (16,956 ) United States (21,269 ) (179,388 ) (266,857 ) Other foreign (76,227 ) 107,200 (174,998 ) Loss before benefit for income taxes $ (20,224 ) $ (83,132 ) $ (458,811 ) |
Components of Benefit for Income Taxes | The components of the benefit for income taxes were as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Current (benefit) provision Ireland $ (1,233 ) $ (245 ) $ 2,922 U.S. – Federal and State (4,663 ) 42,791 12,085 Other foreign 1,257 843 831 Total current (benefit) provision (4,639 ) 43,389 15,838 Deferred (benefit) provision Ireland $ (556,370 ) $ (14,184 ) $ (6,294 ) U.S. – Federal and State (7,581 ) (62,788 ) (126,048 ) Other foreign (24,654 ) (11,169 ) 7,818 Total deferred benefit (588,605 ) (88,141 ) (124,524 ) Total benefit for income taxes $ (593,244 ) $ (44,752 ) $ (108,686 ) |
Reconciliation Between Irish Statutory Rate and U.S Federal Statutory Income Tax Rate | A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2019, 2018 and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Irish income tax at statutory rate (12.5%) $ (2,528 ) $ (10,392 ) $ (57,351 ) Foreign tax rate differential 14,111 8,927 (13,479 ) Intra-company transfer of IP assets (553,334 ) 45,780 — Intra-company inventory transfers (24,654 ) (11,169 ) (8,888 ) Notional interest deduction (19,982 ) (24,455 ) (27,020 ) U.S. federal and state tax credits (16,752 ) (4,405 ) (3,608 ) Share-based compensation (4,614 ) 21,383 26,811 Change in U.S. state effective tax rate (1,551 ) 8,103 (2,329 ) Uncertain tax positions (382 ) 2,456 4,976 U.S state income taxes (135 ) (6,515 ) 214 Liquidation of foreign partnership — (42,689 ) — Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act — (37,392 ) 59,243 Impact of the Tax Act on deferred taxes — — (143,254 ) Non-deductible in-process research and development costs — — 51,148 Disallowed interest 1,749 3,023 2,990 Change in valuation allowances 4,069 (1,115 ) (1,378 ) Disqualified compensation expense 7,219 4,831 1,305 Other, net 3,540 (1,123 ) 1,934 Benefit for income taxes $ (593,244 ) $ (44,752 ) $ (108,686 ) Effective income tax rate 2933.5 % 53.8 % 23.7 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities, are as follows (in thousands): As of December 31, 2019 2018 Deferred tax assets: Intangible assets $ 332,764 $ — Net operating loss carryforwards 35,762 51,264 Intercompany interest 60,885 52,605 Accrued compensation 40,851 40,942 Accruals and reserves 14,097 3,284 U.S. federal and state credits 12,977 43,789 Capital loss carryforwards 1,893 3,139 Alternative minimum tax credit — 2,816 Other 3,452 738 Total deferred tax assets 502,681 198,577 Valuation allowance (29,268 ) (26,472 ) Deferred tax assets, net of valuation allowance $ 473,413 $ 172,105 Deferred tax liabilities: Debt discount $ 12,495 $ 18,795 Intangible assets — 257,930 Total deferred tax liabilities 12,495 276,725 Net deferred income tax (asset) liability $ (460,918 ) $ 104,620 |
Reconciliation of Beginning and Ending Amounts of Valuation Allowance | A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): Valuation allowances at December 31, 2016 $ (32,532 ) Increase for 2016 activity (6,835 ) Release of valuation allowances 5,313 Decreases to valuation allowances due to divestiture 8,404 Valuation allowances at December 31, 2017 $ (25,650 ) Increase for 2017 activity (3,328 ) Release of valuation allowances 2,506 Valuation allowances at December 31, 2018 $ (26,472 ) Increase for 2019 activity (5,693 ) Release of valuation allowances 2,897 Valuation allowances at December 31, 2019 $ (29,268 ) |
Changes in Uncertain Income Tax Positions | changes in the Company's uncertain income tax positions for the years ended December 31, 201 9 , 201 8 and 201 7 , excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2019 2018 2017 Beginning balance – uncertain tax positions $ 26,306 $ 23,404 $ 17,747 Tax positions in the year: Additions 2,553 1,899 2,451 Acquired uncertain tax positions — — — Tax positions related to prior years: Additions 1,663 1,531 4,145 Settlements and lapses (3,094 ) (528 ) (939 ) Ending balance – uncertain tax positions $ 27,428 $ 26,306 $ 23,404 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Financial Results of Operations | The following table provides a summary of selected financial results of operations by quarter for the years ended December 31, 2019 and 2018 (in thousands, except per share data): 2019 First Second Third Fourth (1) Net sales $ 280,371 $ 320,647 $ 335,466 $ 363,545 Gross profit 192,229 231,484 245,517 268,624 Operating (loss) income (1,795 ) 25,112 48,619 54,675 Net (loss) income (32,863 ) (5,120 ) 18,234 592,769 Net (loss) income per ordinary share - basic $ (0.19 ) $ (0.03 ) $ 0.10 $ 3.16 Net (loss) income per ordinary share - diluted (0.19 ) (0.03 ) 0.09 2.84 2018 First Second Third Fourth Net sales $ 223,881 $ 302,835 $ 325,311 $ 355,543 Gross profit 113,593 211,498 234,234 256,944 Operating (loss) income (117,298 ) 10,559 62,180 82,468 Net (loss) income (148,656 ) (24,751 ) 33,381 101,648 Net (loss) income per ordinary share - basic $ (0.90 ) $ (0.15 ) $ 0.20 $ 0.60 Net (loss) income per ordinary share - diluted (0.90 ) (0.15 ) 0.19 0.58 (1) During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Summary of Revision of Prior Period Financial Statements | the following are selected line items from the Company’s unaudited consolidated financial information for the three months ended December 31, 2018 illustrating the effect of the change in accounting method (in thousands, except per share data): Consolidated Statements of Comprehensive Loss For the Three Months Ended December 31, 2018 As Previously Reported Impact of Accounting Change (1) As Adjusted Cost of goods sold $ 109,520 $ (10,921 ) $ 98,599 Gross profit 246,023 10,921 256,944 Gain on sale of assets (30,385 ) (297 ) (30,682 ) Total operating expenses 174,773 (297 ) 174,476 Operating income 71,250 11,218 82,468 Other income, net (632 ) 640 8 Total other expenses, net (30,514 ) 640 (29,874 ) Income before benefit for income taxes 40,736 11,858 52,594 Benefit for income taxes (46,822 ) (2,232 ) (49,054 ) Net income 87,558 14,090 101,648 Net income per ordinary share—basic 0.52 0.08 0.60 Net income per ordinary share—diluted 0.50 0.08 0.58 Comprehensive income 87,296 14,090 101,386 (1) The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Basis of Presentation and Bus_3
Basis of Presentation and Business Overview - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2019Segment | Dec. 31, 2018USD ($) | |
Basis Of Presentation [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Restatement [Member] | ASC Topic 805 [Member] | ||
Basis Of Presentation [Line Items] | ||
Cumulative impact on total shareholders' equity | $ | $ 135.9 |
Basis of Presentation and Bus_4
Basis of Presentation and Business Overview - Effect of Change in Accounting Method on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Prepaid expenses and other current assets | $ 143,577 | $ 68,218 | |||
Total current assets | 1,686,103 | 1,545,816 | |||
Intangible assets, net | 1,702,628 | 1,950,269 | |||
Goodwill | 413,669 | 413,669 | |||
Other assets | 48,310 | 8,959 | |||
Total assets | 4,436,034 | 3,941,962 | |||
Accrued expenses | 235,234 | 215,739 | |||
Accrued royalties - current portion | 19,985 | 15,746 | |||
Total current liabilities | 723,169 | 708,687 | |||
Deferred tax liabilities, net | 94,247 | 107,768 | |||
Other long-term liabilities | 80,328 | 38,717 | |||
Total long-term liabilities | 1,527,416 | 2,043,169 | |||
Accumulated deficit | (605,682) | (1,178,769) | |||
Total shareholders' equity | 2,185,449 | 1,190,106 | $ 1,101,452 | $ 1,313,732 | |
Total liabilities and shareholders' equity | 4,436,034 | 3,941,962 | |||
As Previously Reported [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Prepaid expenses and other current assets | 70,828 | ||||
Total current assets | 1,548,426 | ||||
Goodwill | 426,441 | ||||
Other assets | 23,029 | ||||
Total assets | 4,146,371 | ||||
Accrued expenses | 205,593 | ||||
Accrued royalties - current portion | 63,363 | ||||
Total current liabilities | 761,904 | ||||
Accrued royalties - net of current | 285,374 | ||||
Deferred tax liabilities, net | 93,630 | ||||
Other long-term liabilities | 54,622 | ||||
Total long-term liabilities | 2,330,310 | ||||
Accumulated deficit | (1,314,718) | ||||
Total shareholders' equity | 1,054,157 | ||||
Total liabilities and shareholders' equity | 4,146,371 | ||||
Impact of Accounting Change [Member] | ASC Topic 805 [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Prepaid expenses and other current assets | [1] | (2,610) | |||
Total current assets | [1] | (2,610) | |||
Goodwill | [1] | (12,772) | |||
Other assets | [1] | (14,070) | |||
Total assets | [1] | (204,409) | |||
Accrued expenses | [1] | 10,146 | |||
Accrued royalties - current portion | [1] | (63,363) | |||
Total current liabilities | [1] | (53,217) | |||
Accrued royalties - net of current | [1] | (285,374) | |||
Deferred tax liabilities, net | [1] | 14,138 | |||
Other long-term liabilities | [1] | (15,905) | |||
Total long-term liabilities | [1] | (287,141) | |||
Accumulated deficit | [1] | 135,949 | |||
Total shareholders' equity | [1] | 135,949 | |||
Total liabilities and shareholders' equity | [1] | (204,409) | |||
Developed Technology [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Intangible assets, net | $ 1,698,808 | 1,945,639 | |||
Developed Technology [Member] | As Previously Reported [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Intangible assets, net | 2,120,596 | ||||
Developed Technology [Member] | Impact of Accounting Change [Member] | ASC Topic 805 [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Intangible assets, net | [1] | $ (174,957) | |||
[1] | The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a decrease in developed technology intangible assets and the elimination of liabilities for accrued contingent royalties due to recording these items on a net basis. The re-performance of purchase price allocations also impacted goodwill and deferred tax liabilities. In addition, the change in accounting principle resulted in the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures, impacting prepaid expenses and other current assets, other assets, accrued expenses and other long-term liabilities captions as shown in the table above. In addition, under the New Method of accounting, the Company is presenting accrued royalties based on each periods’ net sales as part of the accrued expenses line item on its consolidated balance sheets. |
Basis of Presentation and Bus_5
Basis of Presentation and Business Overview - Effect of Change in Accounting Method on Consolidated Statement of Comprehensive Loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Cost of goods sold | $ 98,599 | $ 362,175 | $ 391,301 | $ 493,368 | |||||||||
Gross profit | $ 268,624 | $ 245,517 | $ 231,484 | $ 192,229 | 256,944 | $ 234,234 | $ 211,498 | $ 113,593 | 937,854 | 816,269 | 562,863 | ||
Impairment of long-lived assets | 46,096 | 22,270 | |||||||||||
Gain on sale of assets | 30,682 | 10,963 | (42,985) | ||||||||||
Total operating expenses | 174,476 | 811,243 | 778,358 | 902,325 | |||||||||
Operating income (loss) | 54,675 | 48,619 | 25,112 | (1,795) | 82,468 | 62,180 | 10,559 | (117,298) | 126,611 | 37,911 | (339,462) | ||
Gain on divestiture | 7,965 | ||||||||||||
Other income, net | 8 | (944) | 841 | 447 | |||||||||
Total other expenses, net | (29,874) | (146,835) | (121,043) | (119,349) | |||||||||
Loss before benefit for income taxes | 52,594 | (20,224) | (83,132) | (458,811) | |||||||||
Benefit for income taxes | (49,054) | (593,244) | (44,752) | (108,686) | |||||||||
Net (loss) income | $ 592,769 | $ 18,234 | $ (5,120) | $ (32,863) | 101,648 | $ 33,381 | $ (24,751) | $ (148,656) | 573,020 | $ (38,380) | $ (350,125) | ||
Net loss per ordinary share - basic and diluted | $ (0.23) | $ (2.15) | |||||||||||
Comprehensive loss | 101,386 | $ 572,638 | $ (38,920) | $ (348,022) | |||||||||
As Previously Reported [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Cost of goods sold | 109,520 | 422,317 | 537,334 | ||||||||||
Gross profit | 246,023 | 785,253 | 518,897 | ||||||||||
Impairment of long-lived assets | 50,302 | ||||||||||||
Gain on sale of assets | 30,385 | (42,688) | |||||||||||
Total operating expenses | 174,773 | 782,861 | |||||||||||
Operating income (loss) | 71,250 | 2,392 | (383,428) | ||||||||||
Gain on divestiture | 6,267 | ||||||||||||
Other income, net | (632) | 346 | 588 | ||||||||||
Total other expenses, net | (30,514) | (121,538) | (120,906) | ||||||||||
Loss before benefit for income taxes | 40,736 | (119,146) | (504,334) | ||||||||||
Benefit for income taxes | (46,822) | (44,959) | (102,749) | ||||||||||
Net (loss) income | 87,558 | $ (74,187) | $ (401,585) | ||||||||||
Net loss per ordinary share - basic and diluted | $ (0.45) | $ (2.46) | |||||||||||
Comprehensive loss | 87,296 | $ (74,727) | $ (399,482) | ||||||||||
Impact of Accounting Change [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Cost of goods sold | [2] | (10,921) | |||||||||||
Gross profit | [2] | 10,921 | |||||||||||
Gain on sale of assets | [2] | 297 | |||||||||||
Total operating expenses | [2] | (297) | |||||||||||
Operating income (loss) | [2] | 11,218 | |||||||||||
Other income, net | [2] | 640 | |||||||||||
Total other expenses, net | [2] | 640 | |||||||||||
Loss before benefit for income taxes | [2] | 11,858 | |||||||||||
Benefit for income taxes | [2] | (2,232) | |||||||||||
Net (loss) income | [2] | 14,090 | |||||||||||
Comprehensive loss | [2] | $ 14,090 | |||||||||||
ASC Topic 805 [Member] | Impact of Accounting Change [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Cost of goods sold | (31,016) | (43,966) | |||||||||||
Gross profit | 31,016 | 43,966 | |||||||||||
Impairment of long-lived assets | (4,206) | ||||||||||||
Gain on sale of assets | (297) | ||||||||||||
Total operating expenses | (4,503) | ||||||||||||
Operating income (loss) | 35,519 | 43,966 | |||||||||||
Gain on divestiture | 1,698 | ||||||||||||
Other income, net | 495 | (141) | |||||||||||
Total other expenses, net | 495 | 1,557 | |||||||||||
Loss before benefit for income taxes | 36,014 | 45,523 | |||||||||||
Benefit for income taxes | 207 | (5,937) | |||||||||||
Net (loss) income | $ 35,807 | $ 51,460 | |||||||||||
Net loss per ordinary share - basic and diluted | $ 0.22 | $ 0.31 | |||||||||||
Comprehensive loss | $ 35,807 | $ 51,460 | |||||||||||
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. | ||||||||||||
[2] | The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash discount to incentive for prompt payment | 2.00% | |||
Research and development expenses | $ 103,169 | $ 82,762 | $ 224,962 | |
Advertising expenses | $ 35,800 | $ 21,600 | $ 19,200 | |
Lessee, operating lease, existence of option to extend | true | |||
Lessee, operating lease, existence of option to terminate | true | |||
Lease liabilities | $ 50,884 | |||
Right-of-use assets | $ 39,800 | |||
Lease, practical expedient, use of hindsight | true | |||
ASU No. 2016-02 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Lease liabilities | $ 38,000 | |||
Right-of-use assets | $ 36,000 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers for accounts receivable | Customer | 4 | 4 | ||
Percentage of concentration risk | 84.00% | 85.00% | ||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents maturity period | 3 months | |||
Useful life of intangible assets | 13 years | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Depreciation and Amortization Periods for Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 5 years |
Computer Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Trade Show Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Net Income (Loss) per Share - B
Net Income (Loss) per Share - Basic and Diluted Net Income (Loss) per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic net income (loss) per share calculation: | ||||||||||||
Numerator - net income (loss) | $ 592,769 | $ 18,234 | $ (5,120) | $ (32,863) | $ 101,648 | $ 33,381 | $ (24,751) | $ (148,656) | $ 573,020 | $ (38,380) | $ (350,125) | |
Denominator - weighted average of ordinary shares outstanding | 182,930,109 | 166,155,405 | 163,122,663 | |||||||||
Basic net income (loss) per share | $ 3.16 | $ 0.10 | $ (0.03) | $ (0.19) | $ 0.60 | $ 0.20 | $ (0.15) | $ (0.90) | $ 3.13 | $ (0.23) | $ (2.15) | |
Diluted net income (loss) per share calculation: | ||||||||||||
Numerator - net income (loss) | $ 592,769 | $ 18,234 | $ (5,120) | $ (32,863) | $ 101,648 | $ 33,381 | $ (24,751) | $ (148,656) | $ 573,020 | $ (38,380) | $ (350,125) | |
Effect of assumed conversion of Exchangeable Senior Notes, net of tax | 22,440 | |||||||||||
Numerator - net income (loss) | $ 595,460 | $ (38,380) | $ (350,125) | |||||||||
Denominator - weighted average of ordinary shares outstanding | 205,224,221 | 166,155,405 | 163,122,663 | |||||||||
Diluted net income (loss) per share | $ 2.84 | $ 0.09 | $ (0.03) | $ (0.19) | $ 0.58 | $ 0.19 | $ (0.15) | $ (0.90) | $ 2.90 | $ (0.23) | $ (2.15) | |
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Earnings Per Share [Line Items] | |
Exchange price | $ 28.66 |
Exchangeable Senior Notes [Member] | |
Earnings Per Share [Line Items] | |
Exchange price | $ 28.66 |
Interest rate | 2.50% |
Horizon Investment [Member] | Exchangeable Senior Notes [Member] | |
Earnings Per Share [Line Items] | |
Maturity year of debt instrument | 2022 |
Interest rate | 2.50% |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Income (Loss) per Ordinary Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 824,175 | 10,220,686 | 17,177,950 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 388,841 | ||
Employee Stock Purchase Plans Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 2,207 | 265,886 | 63,445 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 233,260 | 6,406,914 | 12,887,595 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 1,840 | 2,299,254 | 1,095,768 |
Performance Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 586,868 | 1,248,632 | 2,742,301 |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Other Arrangements - Additional Information (Detail) € in Millions | Jun. 28, 2019USD ($) | Dec. 28, 2018USD ($) | Jul. 24, 2018USD ($)€ / $ | Jul. 24, 2018EUR (€)€ / $ | Jun. 30, 2017USD ($)Country€ / $ | Jun. 30, 2017EUR (€)Country€ / $ | Jun. 23, 2017USD ($) | May 08, 2017USD ($) | Sep. 30, 2019USD ($)€ / $ | Sep. 30, 2019EUR (€)€ / $ | Jul. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2020USD ($) | Jan. 03, 2019USD ($) | Dec. 12, 2017USD ($) | Jun. 27, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||
State net operating losses | $ 12,977,000 | $ 43,789,000 | ||||||||||||||||
Boehringer Ingelheim International GmbH [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition date | Jun. 30, 2017 | Jun. 30, 2017 | ||||||||||||||||
Number of estimated countries commercializes under trade names | Country | 30 | 30 | ||||||||||||||||
Upfront cash payments | $ 22,300,000 | € 19.5 | ||||||||||||||||
Currency exchange rate | € / $ | 1.1406 | 1.1406 | ||||||||||||||||
River Vision [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Upfront cash payments | $ 150,300,000 | |||||||||||||||||
Percentage of equity interests acquired | 100.00% | |||||||||||||||||
Business acquisition agreement date | May 8, 2017 | |||||||||||||||||
Cash acquired from acquisition | $ 6,300,000 | |||||||||||||||||
Federal net operating losses | 32,400,000 | |||||||||||||||||
State net operating losses | 2,200,000 | |||||||||||||||||
Federal tax credits | $ 9,500,000 | |||||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | |||||||||||||||||
Percentage of net sales in earn-out payment | 3.00% | |||||||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||||||
River Vision [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | |||||||||||||||||
River Vision [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | Scenario Forecast [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 100,000,000 | |||||||||||||||||
River Vision [Member] | Net Sales Thresholds [Member] | Teprotumumab [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Maximum payment to be made upon attainment of milestones | 225,000,000 | |||||||||||||||||
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 153,500,000 | |||||||||||||||||
Upfront cash payment | 12,000,000 | |||||||||||||||||
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to be made upon attainment of milestones | $ 153,500,000 | |||||||||||||||||
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | Research and Development [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Upfront cash payment | $ 12,000,000 | |||||||||||||||||
HemoShear [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Upfront cash payment | $ 2,000,000 | |||||||||||||||||
Business combination progress payments paid under collaboration agreement. | $ 4,000,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | MIGERGOT Transaction [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sale of subsidiary | $ 6,000,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sale of subsidiary | $ 9,477,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sale of subsidiary | $ 72,500,000 | $ 72,462,000 | ||||||||||||||||
Cash divested | $ 3,100,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | PROCYSBI and QUINSAIR [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Estimated amount of assets expected to be reimbursed | $ 5,100,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Cosette Pharmaceuticals, Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Rights sold for an upfront payment | $ 6,000,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Cosette Pharmaceuticals, Inc [Member] | MIGERGOT Transaction [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Potential additional contingent consideration payment | $ 4,000,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Rights sold for an upfront payment | $ 35,000,000 | |||||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Clinigen Group PLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Rights sold for an upfront payment | $ 8,800,000 | € 7.5 | ||||||||||||||||
Potential additional contingent consideration payment | $ 3,300,000 | € 3 | ||||||||||||||||
Currency exchange rate | € / $ | 1.1683 | 1.1683 | 1.0991 | 1.0991 | ||||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Clinigen Group PLC [Member] | IMUKIN Sale [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Potential additional contingent consideration payment | $ 3,500,000 | € 3 | ||||||||||||||||
Currency exchange rate | € / $ | 1.1673 | 1.1673 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Other Arrangements - Gain (Loss) on Sale of Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Less net assets sold: | |||
Gain (loss) on sale of assets | $ (30,682) | $ (10,963) | $ 42,985 |
Disposal Group, Not Discontinued Operations [Member] | MIGERGOT Transaction [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash proceeds | 6,000 | ||
Less net assets sold: | |||
Developed technology | (16,999) | ||
Inventory | (236) | ||
Release of contingent consideration liability | 272 | ||
Gain (loss) on sale of assets | $ (10,963) | ||
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash proceeds | 35,000 | ||
Less net assets sold: | |||
Developed technology | (4,146) | ||
Transaction costs | (197) | ||
Gain (loss) on sale of assets | 30,657 | ||
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash proceeds | 9,477 | ||
Contingent consideration receivable | 3,502 | ||
Less net assets sold: | |||
Inventory | (623) | ||
Transaction costs | (28) | ||
Gain (loss) on sale of assets | $ 12,328 |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Other Arrangements - Gain (Loss) on Sale of Assets (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash proceeds from inventory | $ 715 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Other Arrangements - Gain on Divestiture (Detail) - USD ($) $ in Thousands | Jun. 23, 2017 | Dec. 31, 2017 |
Less net assets sold: | ||
Gain on divestiture | $ 7,965 | |
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Cash proceeds | $ 72,500 | 72,462 |
Add reimbursement of royalties | 5,074 | |
Less net assets sold: | ||
Developed technology | (42,627) | |
Goodwill | (15,692) | |
Other | (5,984) | |
Transaction and other costs | (5,268) | |
Gain on divestiture | $ 7,965 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,750 | $ 5,092 |
Work-in-process | 22,465 | 27,068 |
Finished goods | 24,587 | 18,591 |
Inventories, net | $ 53,802 | $ 50,751 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Raw materials | $ 6,750 | $ 5,092 |
Work-in-process | 22,465 | $ 27,068 |
TEPEZZA [Member] | ||
Inventory [Line Items] | ||
Raw materials | 3,200 | |
Work-in-process | $ 3,900 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred charge for taxes on intra-company profit | $ 46,388 | $ 21,734 |
Advance payments for inventory | 31,203 | 1,449 |
Rabbi trust assets | 12,704 | 8,203 |
Prepaid income taxes | 12,583 | 5,899 |
Other prepaid expenses and other current assets | 40,699 | 30,933 |
Prepaid expenses and other current assets | $ 143,577 | $ 68,218 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55,742 | $ 34,611 |
Less accumulated depreciation | (25,848) | (19,197) |
Property and equipment, net | 30,159 | 20,101 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 25,985 | 9,982 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,890 | 14,843 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,217 | 4,800 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,316 | 2,485 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,334 | 2,501 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 265 | $ 4,687 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 26, 2020USD ($)aft²Buildiing | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 6,733 | $ 6,126 | $ 6,631 | |
Subsequent Event [Member] | Deerfield, Illinois [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Purchase of building for cash consideration | $ 115,000 | |||
Number of building purchased | Buildiing | 3 | |||
Office space | a | 70 | |||
Subsequent Event [Member] | Deerfield, Illinois [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Office space | ft² | 650,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, gross | $ 413,700,000 | $ 413,700,000 | |
Accumulated goodwill impairment losses | 0 | ||
Amortization expense of developed technology | 230,424,000 | 243,634,000 | $ 249,456,000 |
Developed Technology [Member] | PROCYSBI [Member] | Canada and Latin America [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 33,600,000 | ||
Developed Technology [Member] | LODOTRA [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 10,600,000 | ||
Disposal Group, Not Discontinued Operations [Member] | MIGERGOT Transaction [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Write off in net book value | $ 17,000,000 | ||
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Write off in net book value | $ 4,100,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill for Reportable Segments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Goodwill | $ 413,669 | $ 413,669 |
Orphan and Rheumatology [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 360,745 | |
Inflammation [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 52,924 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 2,766,503 | $ 2,836,748 |
Impairment | (44,245) | |
Accumulated Amortization | (1,063,875) | (842,234) |
Net Book Value | 1,702,628 | 1,950,269 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 2,758,403 | 2,828,648 |
Impairment | (44,245) | |
Accumulated Amortization | (1,059,595) | (838,764) |
Net Book Value | 1,698,808 | 1,945,639 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 8,100 | 8,100 |
Accumulated Amortization | (4,280) | (3,470) |
Net Book Value | $ 3,820 | $ 4,630 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 228,728 | |
2021 | 221,244 | |
2022 | 220,071 | |
2023 | 219,454 | |
2024 | 218,022 | |
Thereafter | 595,109 | |
Net Book Value | $ 1,702,628 | $ 1,950,269 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Payroll-related expenses | $ 84,516 | $ 78,555 |
Allowances for returns | 45,082 | 39,041 |
Consulting and professional services | 32,423 | 35,799 |
Accrued royalties | 19,985 | 15,746 |
Accrued interest | 18,709 | 13,196 |
Pricing review liability | 9,831 | 9,091 |
Accrued other | 24,688 | 24,311 |
Accrued expenses | $ 235,234 | $ 215,739 |
Accrued Trade Discounts and R_3
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Commercial Rebates and Wholesaler Fees [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 138,272 | $ 153,083 | |
Accrued Co-Pay and Other Patient Assistance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 163,641 | 179,463 | |
Accrued Government Rebates and Chargebacks [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 164,508 | 125,217 | |
Accrued Trade Discounts and Rebates [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 466,421 | 457,763 | |
Invoiced Commercial Rebates and Wholesaler Fees, Co pay and Other Patient Assistance Costs, and Government Rebates and Chargebacks in Accounts Payable [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 489 | 3,666 | |
Customer-related Accruals and Allowances [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 466,910 | $ 461,429 | $ 516,795 |
Accrued Trade Discounts and R_4
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Wholesaler Fees and Commercial Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | $ 153,445 | $ 190,485 |
Current provisions relating to sales | 484,843 | 590,316 |
Adjustments relating to prior-year sales | (5,296) | (667) |
Payments relating to sales | (346,082) | (436,871) |
Payments relating to prior-year sales | (148,149) | (189,818) |
Ending Balance | 138,761 | 153,445 |
Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 179,462 | 232,325 |
Current provisions relating to sales | 1,519,712 | 1,970,714 |
Adjustments relating to prior-year sales | (374) | |
Payments relating to sales | (1,356,071) | (1,791,252) |
Payments relating to prior-year sales | (179,462) | (231,951) |
Ending Balance | 163,641 | 179,462 |
Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 128,522 | 93,985 |
Current provisions relating to sales | 503,652 | 411,449 |
Adjustments relating to prior-year sales | 11,121 | (14,787) |
Payments relating to sales | (339,603) | (283,124) |
Payments relating to prior-year sales | (139,184) | (79,001) |
Ending Balance | 164,508 | 128,522 |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 461,429 | 516,795 |
Current provisions relating to sales | 2,508,207 | 2,972,479 |
Adjustments relating to prior-year sales | 5,825 | (15,828) |
Payments relating to sales | (2,041,756) | (2,511,247) |
Payments relating to prior-year sales | (466,795) | (500,770) |
Ending Balance | $ 466,910 | $ 461,429 |
Segment and Other Information -
Segment and Other Information - Additional Information (Detail) - Segment | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | ||
Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated receivable/sales percentage to major customers | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Sales Revenue [Member] | Minimum [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated receivable/sales percentage to major customers | 10.00% |
Segment and Other Information_2
Segment and Other Information - Summary of Net Sales by Medicine for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | $ 363,545 | $ 335,466 | $ 320,647 | $ 280,371 | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 1,300,029 | $ 1,207,570 | $ 1,056,231 | |
KRYSTEXXA [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 342,379 | 258,920 | 156,483 | |||||||||
RAVICTI [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 228,755 | 226,650 | 193,918 | |||||||||
PROCYSBI [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 161,941 | 154,895 | 137,740 | |||||||||
ACTIMMUNE [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 107,302 | 105,563 | 110,993 | |||||||||
RAYOS [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 78,595 | 61,067 | 52,125 | |||||||||
BUPHENYL [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 9,806 | 21,810 | 20,792 | |||||||||
QUINSAIR [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 817 | 504 | 3,442 | |||||||||
LODOTRA [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 2,067 | 5,393 | ||||||||||
Orphan and Rheumatology [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 929,595 | 831,476 | 680,886 | |||||||||
PENNSAID 2% [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 200,756 | 190,206 | 191,050 | |||||||||
DUEXIS [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 115,750 | 114,672 | 121,161 | |||||||||
VIMOVO [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 52,106 | 67,646 | 57,666 | |||||||||
MIGERGOT [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | 1,822 | 3,570 | 5,468 | |||||||||
Inflammation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | $ 370,434 | $ 376,094 | $ 375,345 | |||||||||
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Segment and Other Information_3
Segment and Other Information - Summary of Reconciliations of Segment Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment operating income: | ||||||||||||
Operating income | $ 54,675 | $ 48,619 | $ 25,112 | $ (1,795) | $ 82,468 | $ 62,180 | $ 10,559 | $ (117,298) | $ 126,611 | $ 37,911 | $ (339,462) | |
Amortization and step-up: | ||||||||||||
Intangible amortization expense | (230,424) | (243,634) | (249,456) | |||||||||
Inventory step-up expense | (89) | (17,312) | (119,151) | |||||||||
Interest expense, net | (87,089) | (121,692) | (126,523) | |||||||||
Share-based compensation | (91,215) | (114,860) | (121,553) | |||||||||
Impairment of long-lived assets | (46,096) | (22,270) | ||||||||||
Restructuring and realignment costs | (237) | (15,350) | (4,883) | |||||||||
Acquisition/divestiture-related costs | (1,032) | (3,989) | (177,490) | |||||||||
Depreciation | (6,733) | (6,126) | (6,631) | |||||||||
Litigation settlements | (1,000) | (5,750) | ||||||||||
Drug substance harmonization costs | (457) | (2,855) | (10,651) | |||||||||
Fees relating to term loan refinancing | (2,292) | (937) | (5,220) | |||||||||
Foreign exchange gain (loss) | 33 | (192) | (260) | |||||||||
Upfront and milestone payments related to license agreements | (9,073) | (90) | (12,186) | |||||||||
Gain on divestiture | 7,965 | |||||||||||
Loss on debt extinguishment | (58,835) | (978) | ||||||||||
Other (expense) income, net | 8 | (944) | 841 | 447 | ||||||||
Charges relating to discontinuation of Friedreich's ataxia program | (1,076) | 1,464 | (239) | |||||||||
(Loss) gain on sale of assets | (30,682) | (10,963) | 42,985 | |||||||||
Loss before benefit for income taxes | $ 52,594 | (20,224) | (83,132) | (458,811) | ||||||||
Orphan and Rheumatology [Member] | ||||||||||||
Segment operating income: | ||||||||||||
Operating income | 306,333 | 290,014 | 241,135 | |||||||||
Inflammation [Member] | ||||||||||||
Segment operating income: | ||||||||||||
Operating income | $ 174,869 | $ 160,447 | $ 149,133 | |||||||||
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Segment and Other Information_4
Segment and Other Information - Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 3,911,824 | $ 4,264,453 | $ 4,057,839 |
Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 100.00% | 100.00% | 100.00% |
Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,414,617 | $ 1,553,333 | $ 1,165,591 |
Customer A [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 36.00% | 36.00% | 29.00% |
Customer B [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 757,138 | $ 526,398 | $ 567,583 |
Customer B [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 19.00% | 12.00% | 14.00% |
Customer C [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 664,454 | $ 1,011,996 | $ 1,205,268 |
Customer C [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 17.00% | 24.00% | 30.00% |
Customer D [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 391,628 | $ 458,074 | $ 16,304 |
Customer D [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 10.00% | 11.00% | 0.00% |
Other Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 683,987 | $ 714,652 | $ 1,103,093 |
Other Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 18.00% | 17.00% | 27.00% |
Segment and Other Information_5
Segment and Other Information - Summary of Net Sales Attributed to Geographic Sources (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | $ 363,545 | $ 335,466 | $ 320,647 | $ 280,371 | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 1,300,029 | $ 1,207,570 | $ 1,056,231 | |
United States [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | $ 1,292,419 | $ 1,186,519 | $ 1,026,527 | |||||||||
United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total Net Sales, Percentage | 99.00% | 98.00% | 97.00% | |||||||||
Rest of World [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net sales | $ 7,610 | $ 21,051 | $ 29,704 | |||||||||
Rest of World [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total Net Sales, Percentage | 1.00% | 2.00% | 3.00% | |||||||||
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Segment and Other Information_6
Segment and Other Information - Summary of Total Long-Lived Assets by Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total long-lived assets | [1] | $ 30,159 | $ 20,101 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 27,497 | 17,107 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | $ 2,662 | $ 2,994 | |
[1] | Long-lived assets consist of property and equipment. |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Fair Value Measurements, Recurring Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 1,042,429 | $ 930,503 |
Total liabilities at fair value | (12,704) | (8,203) |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,500 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,029,725 | 915,800 |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 12,704 | 8,203 |
Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (12,704) | (8,203) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,042,429 | 924,003 |
Total liabilities at fair value | (12,704) | (8,203) |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,029,725 | 915,800 |
Level 1 [Member] | Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 12,704 | 8,203 |
Level 1 [Member] | Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | $ (12,704) | (8,203) |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,500 | |
Level 2 [Member] | Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 6,500 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Total face value | $ 1,418,026 | $ 625,000 | $ 1,993,026 |
Debt discount | (59,922) | (87,038) | |
Deferred financing fees | (5,263) | (9,304) | |
Total long-term debt and exchangeable notes | 1,352,841 | 1,896,684 | |
Long-term debt and exchangeable notes, net of current portion | 1,352,841 | 1,896,684 | |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 418,026 | 818,026 | |
2027 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 600,000 | ||
2023 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 475,000 | ||
2024 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 300,000 | ||
Exchangeable Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | $ 400,000 | $ 400,000 |
Debt Agreements - Outstanding_2
Debt Agreements - Outstanding Debt Balances (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
2024 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Nov. 1, 2024 |
2027 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Aug. 1, 2027 |
2023 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | May 1, 2023 |
Debt Agreements - Scheduled Mat
Debt Agreements - Scheduled Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
2022 | $ (400,000) | ||
Thereafter | (1,018,026) | ||
Total | $ (1,418,026) | $ (625,000) | $ (1,993,026) |
Debt Agreements - Term Loan Fac
Debt Agreements - Term Loan Facility and Revolving Credit Facility - Additional Information (Detail) - USD ($) | Dec. 18, 2019 | Mar. 18, 2019 | Jul. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Jul. 16, 2019 | Mar. 11, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 1,418,026,000 | $ 625,000,000 | $ 1,993,026,000 | ||||||
Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 418,026,000 | $ 818,026,000 | |||||||
2019 Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 0.00% | ||||||||
Interest rate description | The December 2019 Refinancing Loans were incurred as a separate new class of term loans under the Credit Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the December 2019 Refinancing Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The December 2019 Refinancing Loans bear interest at a rate, at the Borrower’s option, equal to the London Inter-Bank Offered Rate (“LIBOR”), plus 2.25% per annum (subject to a 0.00% LIBOR floor) or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%. | ||||||||
Proceeds from debt issuances, percentage on excess cash flow | 50.00% | ||||||||
Premium on repayment of debt | 1.00% | ||||||||
Proceeds from debt issuances, reduction percentage on excess cash flow | 25.00% | ||||||||
Proceeds from debt issuances, percentage on first lien leverage ratio | 0.00% | ||||||||
Credit agreement, description | The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium, except that with respect to the December 2019 Refinancing Loans, a 1% premium will apply to a repayment of the December 2019 Refinancing Loans in connection with a repricing of, or any amendment to the Credit Agreement in a repricing of, such loans effected on or prior to the date that is six months following December 18, 2019. The Borrower is required to make mandatory prepayments of loans under the Credit Agreement (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) 50% of the Company’s excess cash flow (subject to decrease to 25% or 0% if the Company’s first lien leverage ratio is less than 2.25:1 or 1.75:1, respectively). The principal amount of the December 2019 Refinancing Loans are due and payable on May 22, 2026, the final maturity date of the December 2019 Refinancing Loans. | ||||||||
Maturity date of debt instrument | May 22, 2026 | ||||||||
2019 Term Loan Facility [Member] | Horizon Pharma Subsidiaries [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cut off percentage for defining limited liability subsidiaries, portion of capital stock held maximum | 65.00% | ||||||||
2019 Term Loan Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument leverage ratio | 2.00% | ||||||||
Leverage ratio less than applicable margin | 1.00% | ||||||||
First lien leverage ratio | 175.00% | ||||||||
2019 Term Loan Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument leverage ratio | 1.00% | ||||||||
Leverage ratio less than applicable margin | 2.00% | ||||||||
First lien leverage ratio | 225.00% | ||||||||
2019 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.25% | ||||||||
2019 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.00% | ||||||||
2019 Term Loan Facility [Member] | Adjusted Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.25% | ||||||||
2019 Term Loan Facility [Member] | Adjusted Base Rate [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.00% | ||||||||
Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of refinanced loans, amount | $ 418,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 0.00% | ||||||||
Interest rate description | The loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. | ||||||||
Minimum percentage of total commitments | 25.00% | ||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.25% | ||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.00% | ||||||||
Revolving Credit Facility [Member] | Adjusted Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.25% | ||||||||
Revolving Credit Facility [Member] | Adjusted Base Rate [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.00% | ||||||||
Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 23,500,000 | ||||||||
Credit Agreement [Member] | Mandatory Prepayment Provisions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 35,000,000 | ||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 300,000,000 | $ 100,000,000 | $ 400,000,000 | ||||||
Outstanding principal amount | $ 418,000,000 | ||||||||
Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, variable interest rate | 3.94% | ||||||||
Debt instrument, effective interest rate | 4.31% | ||||||||
Horizon Pharma USA Inc [Member] | May 2019 Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility borrowing capacity | $ 418,000,000 | ||||||||
Horizon Pharma USA Inc [Member] | New Incremental Revolving Commitments [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 200,000,000 | ||||||||
Line of credit facility additional borrowing capacity | 200,000,000 | ||||||||
Line of credit facility termination period | 2024-03 | ||||||||
Horizon Pharma USA Inc [Member] | Letter of Credit Sub-facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility additional borrowing capacity | $ 50,000,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | Term Loan Facility [Member] | 2018 Offering [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 420,100,000 |
Debt Agreements - 2027 Senior N
Debt Agreements - 2027 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 16, 2019 | Dec. 31, 2019 | May 01, 2019 | Dec. 31, 2018 | Oct. 25, 2016 |
Debt Instrument [Line Items] | |||||
Senior notes | $ 1,001,308 | $ 1,564,485 | |||
Outstanding principal amount | $ 625,000 | $ 1,418,026 | $ 1,993,026 | ||
Senior Secured Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal amount | $ 100,000 | ||||
2027 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.50% | 5.50% | |||
Cash on hand | $ 65,000 | ||||
Debt instrument, frequency of periodic payment | semiannually | ||||
Maturity date of debt instrument | Aug. 1, 2027 | ||||
Debt instrument redemption description | the 2027 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. At any time prior to August 1, 2022, some or all of the 2027 Senior Notes may be redeemed at a price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the redemption date. Also prior to August 1, 2022, up to 40% of the aggregate principal amount of the 2027 Senior Notes may be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2027 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2027 Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. | ||||
Debt instrument, effective interest rate | 5.76% | ||||
Debt instrument, fair value | $ 645,800 | ||||
2027 Senior Notes [Member] | Prior to August 1, 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price as percentage of aggregate principal amount | 105.50% | ||||
2027 Senior Notes [Member] | Prior to August 1, 2022 [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption amount as percentage of aggregate principal amount | 40.00% | ||||
2027 Senior Notes [Member] | Prior to August 1, 2022, Some or All of Aggregate Principal Amount [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||
2027 Senior Notes [Member] | After August 1, 2022, in Whole But Not in Part [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||
2023 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.625% | ||||
Outstanding principal amount | $ 225,000 | $ 225,000 | |||
Maturity date of debt instrument | May 1, 2023 | ||||
2024 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 8.75% | ||||
Outstanding principal amount | $ 300,000 | ||||
Maturity date of debt instrument | Nov. 1, 2024 | ||||
Horizon Pharma USA Inc [Member] | 2027 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 600,000 | ||||
Interest rate | 5.50% | ||||
Maturity date of debt instrument | Aug. 1, 2027 | ||||
Debt instrument redemption description | If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. | ||||
Redemption price percentage of principal amount of debt instrument on change of control | 101.00% | ||||
Horizon Pharma USA Inc [Member] | 2024 Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 300,000 |
Debt Agreements - 2023 Senior N
Debt Agreements - 2023 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 09, 2019 | May 01, 2019 | Apr. 29, 2015 | Dec. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Senior notes | $ 1,001,308 | $ 1,564,485 | ||||
Net proceeds from senior notes | 590,057 | |||||
Outstanding principal amount | $ 1,418,026 | $ 625,000 | $ 1,993,026 | |||
2023 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument redemption amount | $ 225,000 | $ 250,000 | ||||
Debt instrument redemption date | Aug. 9, 2019 | May 1, 2019 | ||||
Debt instrument premium amount | $ 7,500 | $ 8,300 | ||||
Outstanding principal amount | $ 225,000 | $ 225,000 | ||||
2023 Senior Notes [Member] | Horizon Pharma Financing Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes | $ 475,000 | |||||
Net proceeds from senior notes | $ 462,300 |
Debt Agreements - 2024 Senior N
Debt Agreements - 2024 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 09, 2019 | Oct. 25, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Senior notes | $ 1,001,308 | $ 1,564,485 | ||
Net proceeds from senior notes | $ 590,057 | |||
2024 Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redemption amount | $ 300,000 | |||
Debt instrument redemption date | Aug. 9, 2019 | |||
Debt instrument premium amount | $ 23,700 | |||
Horizon Pharma USA Inc [Member] | 2024 Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 300,000 | |||
Net proceeds from senior notes | $ 291,900 |
Debt Agreements - Exchangeable
Debt Agreements - Exchangeable Senior Notes - Additional Information (Detail) | Mar. 18, 2019USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($)d$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Mar. 13, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Senior notes | $ 1,001,308,000 | $ 1,564,485,000 | |||||
Net proceeds from senior notes | $ 590,057,000 | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 28.66 | ||||||
Initial debt discount | $ 59,922,000 | $ 87,038,000 | |||||
Loss on debt extinguishment | 58,835,000 | $ 978,000 | |||||
Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repaid under credit agreement | $ 23,500,000 | ||||||
Term Loan Facility [Member] | Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repaid under credit agreement | $ 300,000,000 | $ 100,000,000 | $ 400,000,000 | ||||
Exchangeable Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.50% | ||||||
Maturity date of debt instrument | Mar. 15, 2022 | ||||||
Debt Instrument, Convertible, Conversion Ratio (in shares per $1,000 principal amount) | 34.8979 | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 28.66 | ||||||
Debt instrument convertible minimum percentage | 130.00% | ||||||
Debt instrument number of trading days | d | 20 | ||||||
Debt instrument consecutive trading days | d | 30 | ||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||
Carrying amount of liability component | $ 268,900,000 | ||||||
Carrying amount of equity component | 119,100,000 | ||||||
Initial proceeds from convertible debt instrument | 387,200,000 | ||||||
Initial debt discount | $ 131,100,000 | ||||||
Debt instrument, effective interest rate | 8.88% | ||||||
Loss on debt extinguishment | $ 58,800,000 | ||||||
Exchangeable Senior Notes [Member] | 2023 Senior Notes and 2024 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayments of senior notes | 775,000,000 | ||||||
Exchangeable Senior Notes [Member] | Level 2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value | $ 528,200,000 | ||||||
Exchangeable Senior Notes [Member] | Conversion Condition One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible minimum percentage | 130.00% | ||||||
Debt instrument number of trading days | d | 20 | ||||||
Debt instrument consecutive trading days | d | 30 | ||||||
Exchangeable Senior Notes [Member] | Conversion Condition Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument number of trading days | d | 5 | ||||||
Debt instrument consecutive trading days | d | 10 | ||||||
Convertible senior notes, principal payment | $ 1,000 | ||||||
Debt instrument convertible maximum percentage | 98.00% | ||||||
Exchangeable Senior Notes [Member] | Horizon Investment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior notes | $ 400,000,000 | ||||||
Net proceeds from senior notes | $ 387,200,000 | ||||||
Interest rate | 2.50% |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Office Space Lease Agreements in Place for Real Properties (Detail) - ft² | 12 Months Ended | |
Dec. 31, 2019 | Oct. 14, 2019 | |
Dublin Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 18,900 | 63,000 |
Lease Expiry Date | Nov. 4, 2029 | |
Lake Forest Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 160,000 | |
Lease Expiry Date | Mar. 31, 2031 | |
Novato Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 61,000 | |
Lease Expiry Date | Aug. 31, 2021 | |
South San Francisco Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 20,000 | |
Lease Expiry Date | Jan. 31, 2030 | |
Chicago Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 9,200 | |
Lease Expiry Date | Dec. 31, 2028 | |
Mannheim Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 4,800 | |
Lease Expiry Date | Dec. 31, 2020 | |
Other Office | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 12,400 | |
Other Office | Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease Expiry Date | May 31, 2020 | |
Other Office | Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease Expiry Date | Sep. 15, 2022 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 14, 2019ft² | |
Lessee Lease Description [Line Items] | ||||
Right-of-use assets | $ 39.8 | |||
Lease liability, current | 4.4 | |||
Lease liability, noncurrent | 46.5 | |||
Rent expense | $ 6.2 | $ 5.6 | $ 6.4 | |
Weighted-average discount rate | 7.11% | |||
Weighted-average remaining lease term | 10 years 4 months 24 days | |||
Dublin Office [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Approximate square feet of office space | ft² | 18,900 | 63,000 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Operating Lease Liabilities Recorded on the Balance Sheet (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating Lease liabilities, 2020 | $ 7,804 |
Operating Lease liabilities, 2021 | 7,116 |
Operating Lease liabilities, 2022 | 5,940 |
Operating Lease liabilities, 2023 | 5,867 |
Operating Lease liabilities, 2024 | 6,485 |
Operating Lease liabilities, Thereafter | 39,607 |
Operating Lease liabilities,Total lease payments | 72,819 |
Operating Lease liabilities, Imputed interest | (21,935) |
Operating Lease liabilities, Total operating lease liabilities | $ 50,884 |
Lease Obligations - Schedule _3
Lease Obligations - Schedule of Minimum Future Cash Payments Due under Lease Obligations (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Operating Lease obligations, 2019 | $ 6,228 |
Operating Lease obligations, 2020 | 6,680 |
Operating Lease obligations, 2021 | 5,788 |
Operating Lease obligations, 2022 | 4,565 |
Operating Lease obligations, 2023 | 4,442 |
Operating Lease obligations, Thereafter | 36,696 |
Operating Lease obligations, Total | $ 64,399 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | Jan. 01, 2019USD ($) | May 08, 2017USD ($) | Dec. 31, 2019USD ($)$ / €$ / SFr | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / SFr | Dec. 31, 2017CHF (SFr)$ / SFr | Mar. 31, 2020USD ($) | Dec. 31, 2019CHF (SFr)$ / €$ / SFr | Dec. 12, 2017USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Royalty and royalty accretion expense | $ 71,500,000 | $ 66,600,000 | $ 73,500,000 | |||||||
Selling, General and Administrative [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Royalty and royalty accretion expense | 1,900,000 | 700,000 | ||||||||
Cost of Goods Sold [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Royalty and royalty accretion expense | $ 68,500,000 | $ 72,800,000 | ||||||||
TEPEZZA [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Milestone incurred | 3,000,000 | SFr 3,000,000 | ||||||||
River Vision [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | |||||||||
Percentage of net sales in earn-out payment | 3.00% | 3.00% | ||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||
Upfront cash payments | $ 150,300,000 | |||||||||
River Vision [Member] | FDA Approval [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | |||||||||
River Vision [Member] | FDA Approval [Member] | Scenario Forecast [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum payment to be made upon attainment of milestones | $ 100,000,000 | |||||||||
PROCYSBI Developed Technology [Member] | Amended and Restated License Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum annual royalty obligations | 100,000 | |||||||||
Aggregate development milestone payments amount for orphan indication | 300,000 | |||||||||
Aggregate regulatory milestone payments amount for orphan indication | 1,800,000 | |||||||||
Aggregate development milestone payments amount for non-orphan indication | 800,000 | |||||||||
Aggregate regulatory milestone payments amount for non-orphan indication | 3,500,000 | |||||||||
RAVICTI, BUPHENYL, QUINSAIR, VIMOVO and MIGERGOT [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Purchase and other commitments outstanding purchase orders | 2,600,000 | |||||||||
Teprotumumab [Member] | River Vision [Member] | Net Sales Thresholds [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum payment to be made upon attainment of milestones | 225,000,000 | |||||||||
HZN-003 (Formerly MEDI4945) [Member] | MedImmune [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum payment to be made upon attainment of milestones | $ 153,500,000 | |||||||||
Upfront cash payment | $ 12,000,000 | |||||||||
AGC Biologics A/S [Member] | TEPEZZA [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 74,300,000 | € 66.3 | ||||||||
Currency exchange rate | $ / € | 1.1215 | 1.1215 | ||||||||
Catalent [Member] | TEPEZZA Drug Product [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 7,700,000 | |||||||||
Patheon Pharmaceuticals Inc. [Member] | PROCYSBI Developed Technology [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 3,100,000 | |||||||||
Supply agreement expiry date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||
Cambrex [Member] | PROCYSBI API [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 600,000 | |||||||||
Supply agreement expiry date | Nov. 2, 2020 | Nov. 2, 2020 | ||||||||
Boehringer Ingelheim [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 15,600,000 | |||||||||
Currency exchange rate | $ / € | 1.1215 | 1.1215 | ||||||||
Additional costs committed to be incurred for harmonization of drug substance manufacturing process | $ 700,000 | |||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 44,000,000 | |||||||||
Supply agreement expiry date | Dec. 31, 2030 | Dec. 31, 2030 | ||||||||
Term of agreement automatically renewal period | 3 years | 3 years | ||||||||
Written notice period for termination of agreement | 3 years | 3 years | ||||||||
Expected early termination period of agreement due to uncertain event | Jan. 1, 2024 | Jan. 1, 2024 | ||||||||
Purchase commitment outstanding purchase orders | $ 3,400,000 | |||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Purchase obligation percentage | 80.00% | 80.00% | ||||||||
Jagotec AG [Member] | RAYOS [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 3,200,000 | |||||||||
Purchase commitment outstanding purchase orders | $ 300,000 | |||||||||
Purchase commitment expiration date | Dec. 31, 2023 | Dec. 31, 2023 | ||||||||
Nuvo Pharmaceuticals Inc. [Member] | PENNSAID 2% [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 2,000,000 | |||||||||
Supply agreement expiry date | Dec. 31, 2029 | Dec. 31, 2029 | ||||||||
Nuvo Pharmaceuticals Inc. [Member] | VIMOVO and Other Medicines [Member] | License Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum annual royalty obligations | $ 7,500,000 | |||||||||
Percentage of royalty on net sales | 10.00% | 10.00% | ||||||||
Royalty expiration period upon first commercial sale in United States | 10 years | 10 years | ||||||||
Sanofi-Aventis U.S [Member] | DUEXIS [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum binding purchase commitment | $ 9,100,000 | |||||||||
Term of agreement automatically renewal period | 2 years | 2 years | ||||||||
Written notice period for termination of agreement | 2 years | 2 years | ||||||||
Term of agreement expiration month and year | 2021-05 | 2021-05 | ||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of royalty on net sales revenue | 5.00% | 5.00% | ||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of royalty on net sales revenue | 15.00% | 15.00% | ||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | Non-US [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of royalty on net sales revenue | 5.00% | 5.00% | ||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | Non-US [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of royalty on net sales revenue | 15.00% | 15.00% | ||||||||
Vectura [Member] | RAYOS [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Minimum annual royalty obligations | $ 8,000,000 | |||||||||
Royalty commitments expiration date | Dec. 31, 2022 | |||||||||
Roche [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Currency exchange rate | $ / SFr | 1.0336 | 1.0169 | 1.0169 | 1.0336 | ||||||
Maximum payment to be made upon attainment of milestones | $ 106,500,000 | SFr 103,000,000 | ||||||||
Upfront cash payments | $ 2,000,000 | SFr 2,000,000 | ||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | ||||||||
Roche [Member] | TEPEZZA [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Currency exchange rate | $ / SFr | 1.0023 | 1.0023 | ||||||||
Milestone incurred | $ 3,000,000 | SFr 3,000,000 | ||||||||
Roche [Member] | Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of net sales in earn-out payment | 9.00% | 9.00% | ||||||||
Roche [Member] | Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of net sales in earn-out payment | 12.00% | 12.00% | ||||||||
Lundquist Institute [Member] | Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Percentage of net sales in earn-out payment | 1.00% | 1.00% |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - Patent | Feb. 05, 2016 | Sep. 17, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Number of lawsuits | 4 | |
Number of additional lawsuits | 2 | |
Number of Patent covering infringement | 3 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 02, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsidiary Sale Of Stock [Line Items] | |||||
Proceeds from issuance of ordinary shares, net of underwriting discounts and other estimated offering expenses | $ 326,793 | ||||
Shares issued during period in connection with stock option exercises, vesting of restricted stock units and employee share purchase plan purchases | 5,100,000 | ||||
Proceeds from stock option exercises and vesting of restricted stock units and employee share purchase plan purchases | $ 36,200 | ||||
Payments for employee withholding taxes related to share-based payment | $ 31,569 | $ 14,455 | $ 6,533 | ||
Increase in authorized shares of ordinary stock | 300,000,000 | ||||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issuance period of ordinary shares for cash and non-cash consideration | 5 years | ||||
Expired date of ordinary shares issuance for cash and non-cash consideration | May 2, 2024 | ||||
Underwritten Public Equity Offering [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Ordinary shares issued | 14,100,000 | ||||
Proceeds from issuance of ordinary shares, net of underwriting discounts and other estimated offering expenses | $ 326,800 | ||||
Employee Stock Purchase Plans [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Payments for employee withholding taxes related to share-based payment | $ 31,600 | ||||
Rights Agreement [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Number of ordinary shares to be issued for each share purchase right | 0.2 | ||||
Authorized stock purchase rights to be issued per outstanding ordinary share. | 1 | ||||
Percentage of significant dilution for acquire persons or groups | 10.00% | ||||
Percentage of significant dilution percentage for existing investors | 15.00% |
Share-Based and Long-Term Inc_3
Share-Based and Long-Term Incentive Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 20, 2019 | Feb. 21, 2018 | Jul. 28, 2011 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 05, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options, Granted | 69,752 | |||||||
Stock options contractual term | 10 years | |||||||
Options granted to purchase common stock | 69,752 | 403,973 | 2,077,215 | |||||
Weighted average fair value of options granted to purchase common stock | $ 15.77 | $ 6.93 | $ 7.96 | |||||
Total intrinsic value of options exercised | $ 28.2 | $ 17 | $ 2.6 | |||||
Total fair value of stock options vested | 13.8 | 36.6 | 41.3 | |||||
Tax benefit (detriment) recognized from stock-based compensation expense | 9.1 | (2) | ||||||
Pre-tax unrecognized compensation expense for all unvested share-based awards | 103.5 | |||||||
Expense related to cash bonus program | $ 1.1 | 0.9 | 0.8 | |||||
Cash Incentive Program [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 36 months | |||||||
Bonus payable under cash bonus program | $ 14.1 | |||||||
Cash bonus award maximum target level | 150.00% | |||||||
Expense related to cash bonus program | $ 4.2 | |||||||
Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units, vesting period | 2 years | |||||||
Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units, vesting period | 4 years | |||||||
Restricted Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 3,581,848 | |||||||
Weighted Average Grant Date Fair Value | $ 21.69 | |||||||
Total fair value of restricted stock units vested | $ 76.4 | $ 43.6 | $ 18 | |||||
Restricted Stock Units [Member] | Employees and Nonexecutive Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 3,581,848 | 4,983,368 | 3,732,035 | |||||
Weighted Average Grant Date Fair Value | $ 21.69 | $ 15.85 | $ 12.44 | |||||
Performance Stock Unit Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 2,290,632 | |||||||
Weighted Average Grant Date Fair Value | $ 25.31 | |||||||
Expected to vest in the period | During the year ended December 31, 2019, the net sales performance criteria was met at 119.2% of target. Accordingly, one-third of the net sales PSUs portion have vested and the remaining two-thirds will vest in equal installments in January 2021 and January 2022, subject to the participant’s continued service with the Company through the applicable vesting dates. | |||||||
Performance Stock Unit Awards [Member] | TEPEZZA [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
PSUs outstanding | 1,472,961 | |||||||
Performance Stock Unit Awards [Member] | TEPEZZA [Member] | Subsequent Event [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 50.00% | |||||||
Vesting period | 1 year | |||||||
Performance Stock Unit Awards [Member] | Relative TSR PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 30.00% | 30.00% | ||||||
Vesting period | 3 years | 3 years | ||||||
Performance Stock Unit Awards [Member] | Net Sales PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 70.00% | 70.00% | ||||||
Percentage of net sales performance criteria met | 119.20% | 157.40% | ||||||
Performance Stock Unit Awards [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 0.00% | |||||||
Performance Stock Unit Awards [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 200.00% | |||||||
Performance Stock Unit Awards [Member] | Members of Executive Committee [Member] | TEPEZZA [Member] | Subsequent Event [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 33.00% | |||||||
2014 ESPP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized | 1,236,775 | |||||||
Common stock shares reserved for future issuance | 1,236,775 | |||||||
2005 Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options, Granted | 0 | |||||||
2014 EIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized | 9,087,671 | |||||||
Common stock shares reserved for future issuance | 9,087,671 | |||||||
Increase to number of ordinary shares authorized | 9,000,000 | 10,800,000 | ||||||
2014 EIP [Member] | 2017 Inducement Pool [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized | 424,421 | |||||||
Common stock shares reserved for future issuance | 424,421 | |||||||
2014 Non-Employee Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 750,000 | |||||||
2014 Non-Employee Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized | 698,491 | |||||||
Common stock shares reserved for future issuance | 698,491 |
Share-Based and Long-Term Inc_4
Share-Based and Long-Term Incentive Plans - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options, Outstanding Beginning Balance | 11,827,765 | ||
Options, Granted | 69,752 | ||
Options, Exercised | (1,863,093) | ||
Options, Forfeited | (118,982) | ||
Options, Expired | (351,240) | ||
Options, Outstanding Ending Balance | 9,564,202 | 11,827,765 | |
Options, Exercisable as of December 31, 2019 | 8,986,221 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 19.06 | ||
Weighted Average Exercise Price, Granted | 29.52 | ||
Weighted Average Exercise Price, Exercised | 13.31 | ||
Weighted Average Exercise Price, Forfeited | 22.32 | ||
Weighted Average Exercise Price, Expired | 28.98 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 19.85 | $ 19.06 | |
Weighted Average Exercise Price, Exercisable as of December 31, 2019 | $ 19.99 | ||
Weighted Average Contractual Term Remaining (in years) | 5 years 5 months 5 days | 6 years 2 months 27 days | |
Weighted Average Contractual Term Remaining (in years) Exercisable as of December 31, 2019 | 5 years 3 months 15 days | ||
Aggregate Intrinsic Value | $ 156,270 | $ 37,257 | |
Aggregate Intrinsic Value, Exercised | 28,200 | $ 17,000 | $ 2,600 |
Aggregate Intrinsic Value, Exercisable as of December 31, 2019 | $ 145,621 |
Share-Based and Long-Term Inc_5
Share-Based and Long-Term Incentive Plans - Summary of Outstanding Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of options outstanding | 9,564,202 | |
Options Outstanding, Weighted Average Exercise Price | $ 19.85 | $ 19.06 |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 5 years 5 months 4 days | |
Options Exercisable, Number Exercisable | 8,986,221 | |
Options Exercisable, Weighted Average Exercisable | $ 19.99 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 3 months 15 days | |
Exercise Price Ranges, $2.01 - $4.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 2.01 | |
Range of Exercise Prices, Upper Range | $ 4 | |
Options Outstanding, Number of options outstanding | 240,451 | |
Options Outstanding, Weighted Average Exercise Price | $ 2.83 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 7 months 28 days | |
Options Exercisable, Number Exercisable | 240,451 | |
Options Exercisable, Weighted Average Exercisable | $ 2.83 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 7 months 28 days | |
Exercise Price Ranges, $4.01 - $8.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 4.01 | |
Range of Exercise Prices, Upper Range | $ 8 | |
Options Outstanding, Number of options outstanding | 267,898 | |
Options Outstanding, Weighted Average Exercise Price | $ 6.97 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 7 months 28 days | |
Options Exercisable, Number Exercisable | 267,898 | |
Options Exercisable, Weighted Average Exercisable | $ 6.97 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 11 months 23 days | |
Exercise Price Ranges, $8.01 - $12.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 8.01 | |
Range of Exercise Prices, Upper Range | $ 12 | |
Options Outstanding, Number of options outstanding | 317,975 | |
Options Outstanding, Weighted Average Exercise Price | $ 9.07 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 4 years 5 months 8 days | |
Options Exercisable, Number Exercisable | 317,975 | |
Options Exercisable, Weighted Average Exercisable | $ 9.07 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 4 years 5 months 9 days | |
Exercise Price Ranges, $12.01 - $17.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 12.01 | |
Range of Exercise Prices, Upper Range | $ 17 | |
Options Outstanding, Number of options outstanding | 1,976,577 | |
Options Outstanding, Weighted Average Exercise Price | $ 14.30 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 5 years 9 months 21 days | |
Options Exercisable, Number Exercisable | 1,757,320 | |
Options Exercisable, Weighted Average Exercisable | $ 14.26 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 7 months 2 days | |
Exercise Price Ranges, $17.01 - $22.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 17.01 | |
Range of Exercise Prices, Upper Range | $ 22 | |
Options Outstanding, Number of options outstanding | 1,822,998 | |
Options Outstanding, Weighted Average Exercise Price | $ 18.07 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 6 years 4 months 6 days | |
Options Exercisable, Number Exercisable | 1,534,026 | |
Options Exercisable, Weighted Average Exercisable | $ 18.20 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 2 months 19 days | |
Exercise Price Ranges, $22.01 - $28.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 22.01 | |
Range of Exercise Prices, Upper Range | $ 28 | |
Options Outstanding, Number of options outstanding | 2,928,868 | |
Options Outstanding, Weighted Average Exercise Price | $ 22.28 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 5 years 1 month 24 days | |
Options Exercisable, Number Exercisable | 2,928,868 | |
Options Exercisable, Weighted Average Exercisable | $ 22.28 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 1 month 24 days | |
Exercise Price Ranges, $28.01 - $36.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 28.01 | |
Range of Exercise Prices, Upper Range | $ 36 | |
Options Outstanding, Number of options outstanding | 2,009,435 | |
Options Outstanding, Weighted Average Exercise Price | $ 28.86 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 5 years 5 months 4 days | |
Options Exercisable, Number Exercisable | 1,939,683 | |
Options Exercisable, Weighted Average Exercisable | $ 28.84 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 3 months 8 days |
Share-Based and Long-Term Inc_6
Share-Based and Long-Term Incentive Plans - Weighted Average Fair Value per Share of Stock Option Awards Granted and Assumptions Used to Value Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate, minimum | 1.60% | 2.30% | 1.80% |
Risk-free interest rate, maximum | 2.80% | 2.20% | |
Weighted average volatility | 56.50% | 49.50% | 49.10% |
Expected term (in years) | 6 years | 5 years 6 months 21 days | 5 years 11 months 26 days |
Weighted average grant date fair value per share of options granted | $ 15.77 | $ 6.93 | $ 7.96 |
Share-Based and Long-Term Inc_7
Share-Based and Long-Term Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 6,772,818 |
Number of Units, Granted | shares | 3,581,848 |
Number of Units, Vested | shares | (3,197,941) |
Number of Units, Forfeited | shares | (615,501) |
Number of Units, Outstanding Ending Balance | shares | 6,541,224 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 15.56 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 21.69 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 15.38 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 18.06 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 18.77 |
Share-Based and Long-Term Inc_8
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity (Detail) - Performance Stock Unit Awards [Member] | 12 Months Ended | |
Dec. 31, 2019$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | shares | 1,393,943 | |
Number of Units, Granted | shares | 2,290,632 | |
Number of Units, Forfeited | shares | (170,792) | |
Number of Units, Vested | shares | (515,629) | |
Number of Units, Performance based adjustment | shares | 560,746 | [1] |
Number of Units, Outstanding Ending Balance | shares | 3,558,900 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 25.31 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | 23.52 | |
Weighted Average Grant-Date Fair Value Per Unit, Vested | 13.87 | |
Weighted Average Grant-Date Fair Value Per Unit, Performance based adjustment | $ 13.87 | [1] |
Average Illiquidity discount, Granted | 0.75% | |
Average Illiquidity discount, Forfeited | 0.23% | |
Average Illiquidity discount, Vested | 0.00% | |
Average Illiquidity discount, Performance based adjustment | 0.00% | [1] |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 25.12 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 23.47 | |
Recorded Weighted Average Fair Value Per Unit, Vested | 13.87 | |
Recorded Weighted Average Fair Value Per Unit, Performance based adjustment | $ 13.87 | [1] |
[1] | Represents adjustment based on the net sales performance criteria meeting 157.4% of target as of December 31, 2018 for the 2018 PSUs (as defined below). |
Share-Based and Long-Term Inc_9
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity - (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Performance Stock Unit Awards [Member] | Net Sales PSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of net sales performance criteria met | 119.20% | 157.40% |
Share-Based and Long-Term In_10
Share-Based and Long-Term Incentive Plans - Summary of Significant Valuation Assumptions Related to 2019 PSUs (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 56.50% | 49.50% | 49.10% |
Performance Stock Unit Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Valuation date stock price | $ 20.39 | ||
Expected volatility | 38.90% | ||
Risk-free rate | 2.60% |
Share-Based and Long-Term In_11
Share-Based and Long-Term Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 91,215 | $ 114,860 | $ 121,553 |
Cost of Goods Sold [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,818 | 3,699 | 2,469 |
Research and Development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 9,117 | 8,880 | 9,263 |
Selling, General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 78,280 | $ 102,281 | $ 109,821 |
Income Taxes - Company's Loss B
Income Taxes - Company's Loss Before Benefit for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
United States | $ (21,269) | $ (179,388) | $ (266,857) |
Loss before benefit for income taxes | (20,224) | (83,132) | (458,811) |
Other Foreign [Member] | |||
Income Tax Contingency [Line Items] | |||
(Loss) before benefit for income taxes, Foreign | (76,227) | 107,200 | (174,998) |
Ireland [Member] | |||
Income Tax Contingency [Line Items] | |||
(Loss) before benefit for income taxes, Foreign | $ 77,272 | $ (10,944) | $ (16,956) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current (benefit) provision | ||||
Total current (benefit) provision | $ (4,639) | $ 43,389 | $ 15,838 | |
Deferred (benefit) provision | ||||
Deferred (benefit) provision | (588,605) | (88,141) | (124,524) | |
Total benefit for income taxes | $ (49,054) | (593,244) | (44,752) | (108,686) |
U.S. - Federal and State [Member] | ||||
Current (benefit) provision | ||||
Total current (benefit) provision | (4,663) | 42,791 | 12,085 | |
Deferred (benefit) provision | ||||
Deferred (benefit) provision | (7,581) | (62,788) | (126,048) | |
Other Foreign [Member] | ||||
Current (benefit) provision | ||||
Total current (benefit) provision | 1,257 | 843 | 831 | |
Deferred (benefit) provision | ||||
Deferred (benefit) provision | (24,654) | (11,169) | 7,818 | |
Ireland [Member] | ||||
Current (benefit) provision | ||||
Total current (benefit) provision | (1,233) | (245) | 2,922 | |
Deferred (benefit) provision | ||||
Deferred (benefit) provision | $ (556,370) | $ (14,184) | $ (6,294) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 08, 2017 | |
Income Taxes [Line Items] | |||||
Benefit for income taxes | $ (49,054,000) | $ (593,244,000) | $ (44,752,000) | $ (108,686,000) | |
Current income tax provision | 4,639,000 | (43,389,000) | (15,838,000) | ||
Amortization of the deferred credit | 6,700,000 | ||||
Deferred tax liabilities partially offset | 1,700,000 | ||||
Deferred tax benefit | 588,605,000 | 88,141,000 | 124,524,000 | ||
Deferred tax asset resulting from intra-company transfer of intellectual property assets | 553,334,000 | (45,780,000) | |||
Tax benefit on intra-company inventory transfer | 24,654,000 | $ 11,169,000 | $ 8,888,000 | ||
U.S federal and state tax credits | 10,500,000 | ||||
Deferred tax asset and related income tax benefit | $ 553,300,000 | ||||
Effective income tax rate | 2933.50% | 53.80% | 23.70% | ||
Effective income tax statutory income tax rate | 12.50% | 12.50% | 12.50% | ||
Tax benefit recorded with respect to liquidation of foreign partnerships | $ (42,689,000) | ||||
Measurement period adjustment for deferred tax asset reinstatement | (37,400,000) | $ 59,200,000 | |||
Tax benefit on Notional interest deduction | $ 19,982,000 | 24,455,000 | 27,020,000 | ||
Tax expense on non-deductible officer’s compensation expenses | 7,219,000 | 4,831,000 | 1,305,000 | ||
Tax expense on increases in net valuation allowances | 4,069,000 | (1,115,000) | (1,378,000) | ||
Tax expense on intra-company transfer of asset other than inventory | 45,800,000 | ||||
Tax expenses (benefits) Income earned in higher tax rate jurisdictions | 14,111,000 | 8,927,000 | (13,479,000) | ||
Tax expense on non-deductible share-based compensation expenses(benefit) | (4,614,000) | 21,383,000 | 26,811,000 | ||
Change in U.S. state effective tax rate | (1,551,000) | 8,103,000 | (2,329,000) | ||
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax expense (benefit) | (84,000,000) | ||||
Impact of Tax Cuts and Jobs Act of 2017 on deferred taxes | (143,254,000) | ||||
U.S. federal and state tax credits | 16,752,000 | 4,405,000 | 3,608,000 | ||
Tax effect on non-deductible IPR&D expenses | 51,148,000 | ||||
Tax effect on increase in uncertain tax positions | $ (382,000) | $ 2,456,000 | 4,976,000 | ||
U.S. federal corporate tax rate | 21.00% | 21.00% | |||
Effective income tax rate reconciliation, tax cuts and jobs act, discrete tax adjustment, percent | 0.450 | ||||
Impact of Tax Cuts and Jobs Act of 2017 on net operating losses | 80.00% | ||||
Increase (decrease) in the deferred tax valuation allowance | $ 2,800,000 | $ 800,000 | (6,900,000) | ||
Unrecognized tax benefits, long-term liabilities including interest and penalties | 9,100,000 | ||||
Unrecognized tax benefits, accrued expenses | 2,400,000 | ||||
Deferred income tax assets, net | 18,100,000 | ||||
Uncertain tax position, interest | 2,000,000 | 2,000,000 | 2,000,000 | ||
Uncertain tax position, penalties | 200,000 | 200,000 | 200,000 | ||
Income tax penalties and interest expense | 28,400,000 | ||||
Fiscal Year 2019 to 2028 [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carry forward annual limitation | 7,700,000 | ||||
Ireland [Member] | |||||
Income Taxes [Line Items] | |||||
Current income tax provision | 1,233,000 | 245,000 | (2,922,000) | ||
Deferred tax benefit | 556,370,000 | 14,184,000 | 6,294,000 | ||
Provision for income tax on undistributed earnings of subsidiaries | 0 | ||||
Cumulative unremitted earnings | 4,300,000,000 | ||||
Estimates income tax unremitted earnings | 2,000,000 | ||||
U.S. Federal Tax [Member] | |||||
Income Taxes [Line Items] | |||||
Tax benefit recorded with respect to liquidation of foreign partnerships | (42,700,000) | ||||
U.S. State Tax [Member] | |||||
Income Taxes [Line Items] | |||||
Tax benefit recorded with respect to liquidation of foreign partnerships | (7,900,000) | ||||
Net operating loss carryforwards | $ 24,400,000 | ||||
Operating loss carryforward, expiration year | 2020 | ||||
U.S. State Tax [Member] | Research Tax Credit Carryforward [Member] | |||||
Income Taxes [Line Items] | |||||
Income tax credit carryforwards | $ 12,900,000 | ||||
Federal [Member] | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 69,400,000 | ||||
Operating loss carryforward, expiration year | 2031 | ||||
Federal [Member] | Research Tax Credit Carryforward [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforward, expiration year | 2039 | ||||
Income tax credit carryforwards | $ 18,200,000 | ||||
Operating loss carryforwards limitations on use | The U.S. federal orphan drug credits will begin to expire in 2037 and the U.S. federal research and development credits will begin to expire in 2039. The California research and development credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire in 2020. | ||||
Federal [Member] | Orphan Drug Credits [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforward, expiration year | 2037 | ||||
Foreign [Member] | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 9,200,000 | ||||
Performance Stock Units [Member] | |||||
Income Taxes [Line Items] | |||||
Deferred tax assets related to share-based compensation expense | $ 23,300,000 | $ 23,300,000 | 16,400,000 | ||
River Vision [Member] | |||||
Income Taxes [Line Items] | |||||
Tax effect on non-deductible IPR&D expenses | $ 51,100,000 | ||||
Income tax credit carryforwards | $ 9,500,000 | ||||
Maximum [Member] | |||||
Income Taxes [Line Items] | |||||
Percentage of current year's taxable income of future recognized tax deductions for amortization of assets | 80.00% |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Irish Statutory Income Tax Rate and U.S Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Irish income tax at statutory rate (12.5%) | $ (2,528) | $ (10,392) | $ (57,351) | |
Foreign tax rate differential | 14,111 | 8,927 | (13,479) | |
Intra-company transfer of IP assets | (553,334) | 45,780 | ||
Intra-company inventory transfers | (24,654) | (11,169) | (8,888) | |
Notional interest deduction | (19,982) | (24,455) | (27,020) | |
U.S. federal and state tax credits | (16,752) | (4,405) | (3,608) | |
Share-based compensation | (4,614) | 21,383 | 26,811 | |
Change in U.S. state effective tax rate | (1,551) | 8,103 | (2,329) | |
Uncertain tax positions | (382) | 2,456 | 4,976 | |
U.S state income taxes | (135) | (6,515) | 214 | |
Liquidation of foreign partnership | (42,689) | |||
Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act | (37,392) | 59,243 | ||
Impact of the Tax Act on deferred taxes | (143,254) | |||
Non-deductible in-process research and development costs | 51,148 | |||
Disallowed interest | 1,749 | 3,023 | 2,990 | |
Change in valuation allowances | 4,069 | (1,115) | (1,378) | |
Disqualified compensation expense | 7,219 | 4,831 | 1,305 | |
Other, net | 3,540 | (1,123) | 1,934 | |
Total benefit for income taxes | $ (49,054) | $ (593,244) | $ (44,752) | $ (108,686) |
Effective income tax rate | 2933.50% | 53.80% | 23.70% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Intangible assets | $ 332,764 | |||
Net operating loss carryforwards | 35,762 | $ 51,264 | ||
Intercompany interest | 60,885 | 52,605 | ||
Accrued compensation | 40,851 | 40,942 | ||
Accruals and reserves | 14,097 | 3,284 | ||
U.S. federal and state credits | 12,977 | 43,789 | ||
Capital loss carryforwards | 1,893 | 3,139 | ||
Alternative minimum tax credit | 2,816 | |||
Other | 3,452 | 738 | ||
Total deferred tax assets | 502,681 | 198,577 | ||
Valuation allowance | (29,268) | (26,472) | $ (25,650) | $ (32,532) |
Deferred tax assets, net of valuation allowance | 473,413 | 172,105 | ||
Deferred tax liabilities: | ||||
Debt discount | 12,495 | 18,795 | ||
Intangible assets | 257,930 | |||
Total deferred tax liabilities | 12,495 | 276,725 | ||
Net deferred income tax (asset) | $ (460,918) | |||
Net deferred income tax liabilities | $ 104,620 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ (26,472) | $ (25,650) | $ (32,532) |
Increase for year activity | (5,693) | (3,328) | (6,835) |
Release of valuation allowances | 2,897 | 2,506 | 5,313 |
Decreases to valuation allowances due to divestiture | 8,404 | ||
Ending Balance | $ (29,268) | $ (26,472) | $ (25,650) |
Income Taxes - Changes in Uncer
Income Taxes - Changes in Uncertain Income Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance – uncertain tax positions | $ 26,306 | $ 23,404 | $ 17,747 |
Tax positions in the year, Additions | 2,553 | 1,899 | 2,451 |
Tax positions related to prior years, Additions | 1,663 | 1,531 | 4,145 |
Tax positions related to prior years, Settlements and lapses | (3,094) | (528) | (939) |
Ending balance – uncertain tax positions | $ 27,428 | $ 26,306 | $ 23,404 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan expenses | $ 6.2 | $ 5.2 | $ 4.9 |
Percent of matching contribution by company | 100.00% | ||
Maximum percent of employee's elective contribution to plan | 3.00% | ||
Percent of employee's eligible pay | 2.00% | ||
Defined benefit plan expenses | $ 0.6 | 0.6 | 0.4 |
Deferred compensation plan liabilities | 12.7 | 8.2 | |
Deferred compensation plan assets funds held | 12.7 | 8.2 | |
Non-qualified deferred compensation plan expenses recognized | $ 1.1 | $ 0.9 | $ 0.8 |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of matching contribution by company | 50.00% |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) - Summary of Selected Financial Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Net sales | $ 363,545 | $ 335,466 | $ 320,647 | $ 280,371 | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 1,300,029 | $ 1,207,570 | $ 1,056,231 | |
Gross profit | 268,624 | 245,517 | 231,484 | 192,229 | 256,944 | 234,234 | 211,498 | 113,593 | 937,854 | 816,269 | 562,863 | |
Operating income (loss) | 54,675 | 48,619 | 25,112 | (1,795) | 82,468 | 62,180 | 10,559 | (117,298) | 126,611 | 37,911 | (339,462) | |
Net (loss) income | $ 592,769 | $ 18,234 | $ (5,120) | $ (32,863) | $ 101,648 | $ 33,381 | $ (24,751) | $ (148,656) | $ 573,020 | $ (38,380) | $ (350,125) | |
Net (loss) income per ordinary share - basic | $ 3.16 | $ 0.10 | $ (0.03) | $ (0.19) | $ 0.60 | $ 0.20 | $ (0.15) | $ (0.90) | $ 3.13 | $ (0.23) | $ (2.15) | |
Net (loss) income per ordinary share - diluted | $ 2.84 | $ 0.09 | $ (0.03) | $ (0.19) | $ 0.58 | $ 0.19 | $ (0.15) | $ (0.90) | $ 2.90 | $ (0.23) | $ (2.15) | |
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. |
Selected Quarterly Financial _4
Selected Quarterly Financial Information (Unaudited) - Summary of Revision of Prior Period Effect on Consolidated Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Quarterly Financial Information [Line Items] | |||||||||||||
Cost of goods sold | $ 98,599 | $ 362,175 | $ 391,301 | $ 493,368 | |||||||||
Gross profit | $ 268,624 | $ 245,517 | $ 231,484 | $ 192,229 | 256,944 | $ 234,234 | $ 211,498 | $ 113,593 | 937,854 | 816,269 | 562,863 | ||
Gain on sale of assets | (30,682) | (10,963) | 42,985 | ||||||||||
Total operating expenses | 174,476 | 811,243 | 778,358 | 902,325 | |||||||||
Operating income (loss) | 54,675 | 48,619 | 25,112 | (1,795) | 82,468 | 62,180 | 10,559 | (117,298) | 126,611 | 37,911 | (339,462) | ||
Other income, net | 8 | (944) | 841 | 447 | |||||||||
Total other expenses, net | (29,874) | (146,835) | (121,043) | (119,349) | |||||||||
Income before benefit for income taxes | 52,594 | (20,224) | (83,132) | (458,811) | |||||||||
Benefit for income taxes | (49,054) | (593,244) | (44,752) | (108,686) | |||||||||
Net (loss) income | $ 592,769 | $ 18,234 | $ (5,120) | $ (32,863) | $ 101,648 | $ 33,381 | $ (24,751) | $ (148,656) | $ 573,020 | $ (38,380) | $ (350,125) | ||
Net income (loss) per ordinary share—basic | $ 3.16 | $ 0.10 | $ (0.03) | $ (0.19) | $ 0.60 | $ 0.20 | $ (0.15) | $ (0.90) | $ 3.13 | $ (0.23) | $ (2.15) | ||
Net income (loss) per ordinary share—diluted | $ 2.84 | $ 0.09 | $ (0.03) | $ (0.19) | $ 0.58 | $ 0.19 | $ (0.15) | $ (0.90) | $ 2.90 | $ (0.23) | $ (2.15) | ||
Comprehensive income | $ 101,386 | $ 572,638 | $ (38,920) | $ (348,022) | |||||||||
As Previously Reported [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Cost of goods sold | 109,520 | 422,317 | 537,334 | ||||||||||
Gross profit | 246,023 | 785,253 | 518,897 | ||||||||||
Gain on sale of assets | (30,385) | 42,688 | |||||||||||
Total operating expenses | 174,773 | 782,861 | |||||||||||
Operating income (loss) | 71,250 | 2,392 | (383,428) | ||||||||||
Other income, net | (632) | 346 | 588 | ||||||||||
Total other expenses, net | (30,514) | (121,538) | (120,906) | ||||||||||
Income before benefit for income taxes | 40,736 | (119,146) | (504,334) | ||||||||||
Benefit for income taxes | (46,822) | (44,959) | (102,749) | ||||||||||
Net (loss) income | $ 87,558 | (74,187) | (401,585) | ||||||||||
Net income (loss) per ordinary share—basic | $ 0.52 | ||||||||||||
Net income (loss) per ordinary share—diluted | $ 0.50 | ||||||||||||
Comprehensive income | $ 87,296 | $ (74,727) | $ (399,482) | ||||||||||
Restatement [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Cost of goods sold | [2] | (10,921) | |||||||||||
Gross profit | [2] | 10,921 | |||||||||||
Gain on sale of assets | [2] | (297) | |||||||||||
Total operating expenses | [2] | (297) | |||||||||||
Operating income (loss) | [2] | 11,218 | |||||||||||
Other income, net | [2] | 640 | |||||||||||
Total other expenses, net | [2] | 640 | |||||||||||
Income before benefit for income taxes | [2] | 11,858 | |||||||||||
Benefit for income taxes | [2] | (2,232) | |||||||||||
Net (loss) income | [2] | $ 14,090 | |||||||||||
Net income (loss) per ordinary share—basic | [2] | $ 0.08 | |||||||||||
Net income (loss) per ordinary share—diluted | [2] | $ 0.08 | |||||||||||
Comprehensive income | [2] | $ 14,090 | |||||||||||
[1] | During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes when determining the diluted net income (loss) per share. | ||||||||||||
[2] | The change in accounting principle resulted in the Company re-performing its purchase price allocations as of the respective acquisition dates for prior business combinations. The adjustments to the purchase price allocations primarily resulted in a net decrease in cost of goods sold reflecting lower intangible asset amortization and the elimination of royalty accretion and remeasurement expenses, partially offset by the royalty expense based on the periods’ net sales. The re-performance of purchase price allocations also directly impacted impairments of long-lived assets and benefit/expense for income taxes, as shown in the tables above. In addition, the elimination of royalty reimbursement assets and accrued contingent royalty liabilities that were recorded in connection with divestitures resulted in adjustments to other income, net. |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for returns [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 39,041 | $ 37,862 | $ 15,246 |
Additions, Charged to costs and expenses | 25,813 | 25,111 | 45,648 |
Deductions from reserves | (19,772) | (23,932) | (23,032) |
Ending Balance | 45,082 | 39,041 | 37,862 |
Allowance for prompt pay discounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 9,113 | 9,234 | 6,670 |
Additions, Charged to costs and expenses | 64,968 | 75,121 | 80,203 |
Deductions from reserves | (66,892) | (75,242) | (77,639) |
Ending Balance | $ 7,189 | $ 9,113 | $ 9,234 |